ANNUAL REPORT 2008 Contents Financial Calendar 1 Corporate Profile 2 Corporate Milestones 5 Chairman’s Statement 6 Board of Directors 8 Key Executives 10 Financial Highlights 11 BUSINESS REVIEW Transportation & Bulk Cargo Handling 12 Warehousing 13 Trading, Leasing & Terminal Management 14 Corporate Information 15 Financial Report 17 Corporate Governance Report 75 Shareholding Statistics 83 Notice of AGM 85 Proxy Form 91 Financial Calendar 14 August 2008 Announcement of 2008 Half Year Results 30 September 2008 Payment of Interim Dividend 31 December 2008 Financial Year-End 27 February 2009 Announcement of 2008 Full Year Results 15 April 2009 Annual Report Issued 30 April 2009 Annual General Meeting 26 May 2009 Payment of 2008 Proposed Final Dividend Corporate Profile The early beginnings of the Group saw the fledgling company operating with just a handful of lorries in the 1950s. Several years later, it expanded into bulk cargo handling and heavy haulage services, later relocating to bigger premises at Pandan Road. By 1999, the Company is an ISO 9000 certified logistics services provider and with revenues of $43 million, the Company listed successfully as Poh Tiong Choon Logistics Limited (PTCL) on the Main Board of the Singapore Stock Exchange. As one of the first to provide container storage services in Singapore, PTCL also pioneered the very first bulk cargo vessel trimming operations in the republic. It was also ahead of every logistics company in heavy haulage operations, playing a vital part in the early years of Singapore’s industrial development. PTCL’s business was in the transportation of infrastructural cargo such as turbines, generators and reactors for power, chemical and incineration plants, as well as massive concrete beams for road and bridge construction. Today, PTCL serves a broad spectrum of industries including the chemical, food, retail, infrastructure and shipping sectors. The Group’s core businesses encompass the following: • • • • • Transportation, bulk cargo handling and stevedoring Warehousing, drumming and related services Trading Leasing and property development Terminal management TRANSPORTATION With over 50 years experience, the company has a strong track record of transporting high value, sensitive and even chemical cargo in various forms, including conventional, general containers, bulk and bulk liquid containers. Today PTCL owns over a thousand units of cargo vehicles comprising prime movers, trailers and other vehicles such as refrigerated trucks, tipper trucks and general usage lorries. With customers ranging from 2 multinationals in the petrochemical industries to individual customers, PTCL believes that no job is too big or too small to undertake efficiently and profitably. BULK CARGO HANDLING AND STEVEDORING As one of Singapore’s major bulk cargo handlers, the Company loads and discharges from vessels cargoes that include aggregates, bulk cement, sand, salt and other chemical raw materials. The Company also owns and operates a wide range of heavy haulage equipment including two newly acquired floating barges with grabs. This further strengthens its capacity to better service a vast and even more diversified clientele. WAREHOUSING, DRUMMING AND RELATED SERVICES Drum filling of chemical products, and other warehouse and logistics operations including inventory m a n a g e m e n t , l o c a l a n d i n t e r n a t i o n a l f re i g h t management and storage and distribution of loaded containers are all carried out from two warehouse facilities owned and operated by PTCL. TRADING The Group’s traditional trading activities include the regional sale of bitumen in bulk containers, distribution of liquefied petroleum gas (LPG) to households and commercial establishments and the sale of diesel fuel to industries. LEASING AND PROPERTY DEVELOPMENT The Group sub-leases a portion of its land in Jurong Island to Stolt Container Terminal Pte Ltd which operates an ISO tank cleaning and repair facility. Because its services complements PTCL, Stolt’s operations benefit customers of the Group as together both corporations can offer a one-stop facility for companies that require a comprehensive, integrated and cost effective solution to various logistic demands that include tank heating, cleaning and repair, drum filling, warehousing, and other specialised ancillary services. In December 2008, our subsidiary, PTC Development Pte Ltd, obtained temporary occupancy permit for the Poh Tiong Choon Logistics Limited CORPORATE PROFILE construction of the factory building with office space located at Tuas. The entire property is on lease to a multinational company servicing the Oil & Gas industry for a term of 15 years from January 2009. Rental income from this property is expected to boost the revenue in the leasing business segment of the Group from year 2009 onwards. TERMINAL MANAGEMENT Through Hai Poh Terminals Pte Ltd, a joint venture with Cougar Logistics Corporation Ltd, PTCL is able to provide terminal management services to its customers. Since 1984, Hai Poh Terminals has operated an appropriated berth in PSA for major multinational liners, specialising in RORO vessel capabilities. PTC CHEMICAL LOGISTICS COMPLEX AT JURONG ISLAND Strategically located in the centre of Jurong Island, the Chemical Logistics Complex comprises a 5-storey warehouse, a drumming plant for chemicals, storage facilities for dangerous cargo and a high-density automated storage and retrieval system (ASRS). A webready management system integrates the entire physical facility and operation, ensuring efficient and accurate identification, tracking and management of cargo. With a height of 39m, the ASRS, designed to support information, space and resource management, has already demonstrated substantial savings in space and labour costs. The system is also expected to act as a platform for further development into e-commerce. The open yard facility for the storage of loaded containers is dominated by a Rubber-Tyred Gantry Crane equipped with auto-steering features and a Smartrail System based on Global Positioning System technology. The first such system to be installed in Asia, the Crane runs on virtual tracks and is able to stack up to seven containers high and eight wide. The PTC Chemical Logistics Complex is a one-stop supply chain service hub with the capability to provide the following value-added services: • Real time inventory management • Storage of dangerous cargo and non– dangerous cargo • Drumming of non-hazardous chemicals • Spares management • Container transhipment hub • Interface with clients’ Enterprise Resource Planning Systems • Transportation and freight coordination/ documentation services Poh Tiong Choon Logistics Limited 3 As the centerpiece of Singapore’s chemical industry, Jurong Island is the home of over 94 leading petroleum, petrochemical, specialty chemical and supporting companies from around the world. PTC Chemical Logistics Complex, occupying 8 hectares, is located at the heart of this vibrant and successful region, and is proud to be one of the island’s earlier tenants, having begun operations in 2002. The top floor of its 5-storey building – a virtual landmark – offers a breath taking view of almost the entire island, and is a source of pride to all who have a stake in its development. 4 Poh Tiong Choon Logistics Limited Corporate Milestones 2008 Completed construction of a factory building with office space at Tuas 2007 PTC certified under Secure Trade Partnership by Singapore Customs PTC is certified eSCM by ESCM Council 2006 Incorporated Poh Tiong Choon Logistics (Shanghai) Limited and commenced logistics business in the People's Republic of China 2005 Completed construction of ISO tank cleaning and repair facility at Jurong Island 2002 Began warehouse operations at the new PTC Chemical Logistics Complex at Jurong Island 2001 Completed construction of PTC Chemical Logistics Complex at Jurong Island 1999 Listed on Main Board of Singapore Exchange. The public offer portion of the initial public offering was 163 times over-subscribed 1996 Obtained ISO9002 Quality Management Award for logistics systems 1979 Re-located and started operations at its Pandan Road site 1969 Incorporated Poh Tiong Choon Contractors (Pte) Ltd (now known as Poh Tiong Choon Logistics Limited) 1967 Started heavy haulage services 1966 Pioneered bulk cargo handling with the unloading of the first bulk sugar shipment at Jurong Port 1950 Commenced operations as an owner-operator transport company Poh Tiong Choon Logistics Limited 5 Chairman’s Statement On behalf of the Board, I am pleased to present the Annual Report and Audited Accounts of Poh Tiong Choon Logistics Limited (the Company) and its subsidiaries (the Group) for the financial year ended 31 December 2008. GROUP PERFORMANCE Altogether, 2008 was a significant year of success. Group turnover was in excess of $100 million. Group profit before tax jumped 38% to $11.9 million from $8.6 million in 2007. Earnings per share increased from 3.31 cents to 4.46 cents, an increase of 35%. All segments of the Group reported improvements in revenue, with the Transportation and Bulk Cargo Division comprising the main source of the total revenue. The Warehousing Division also had a busy year in 2008 achieving the highest revenue growth of 38% from $7.7 million to $10.6 million. Another noteworthy highlight was that during the year, the Group acquired two floating crane barges and broke new ground in owning marine equipment for the 6 first time. The purchase of the assets was timely as besides meeting the growing demand, this will also strengthen the Group's foothold in meeting future growth opportunities. During the year, our subsidiary, PTC Development Pte Ltd completed the construction of a factory building with office space and obtained a temporary occupancy permit in December 2008. The premise has since been leased out to a multinational company under a 15 years lease terms, generating a steady flow of revenue for the Group. DIVISIONAL PERFORMANCE The key segment of our business in the Transportation and Bulk Cargo Division had reported another year of successful growth. Revenue grew by 25% to $84.4 million in 2008 and the operating profit increased from $5.3 million to $8.5 million. These sterling results are attributed to the increase in sales volume coupled with an improvement in profit margins. Poh Tiong Choon Logistics Limited The Warehousing Division, which includes drumming operations, recorded the highest growth in revenue of 38% from $7.7 million in 2007 to $10.6 million in 2008, with an increase in the operating profit by 47% from $1.9 million to $2.8 million. The increase is due to the better utilisation rate of existing capacity. The Trading Division managed to sustain the previous year's revenue of $17.8 million and recorded an operating gain of $0.1 million. The result was a rebound from 2007 where there was an operating loss of $0.2 million, mainly due to the scaling down of the grocery distribution business during that year. Revenue of $0.7 million from the Leasing Division comprises income from the lease of our land to a ISO tank cleaning and repair facility (operated by StoltNeilsen S.A. Group, the largest tank terminals operator in the world), and the lease of our freehold office space at Realty Centre. Despite market volatilities, the Group remains optimistic that the creditable set of results in 2008 will continue and the Group will be able to maintain a healthy growth rate into 2009. APPRECIATION On behalf of the Board, I wish to thank my fellow Directors and staff for their contribution, commitment and dedication in delivering such remarkable results during a challenging operating year. I would also like to thank our customers, business partners, bankers and shareholders for your support and co-operation over the year. Poh Choon Ann Chairman and Chief Executive Officer 27 March 2009 The Terminal Management Division represented by our 50% joint venture in Hai Poh Terminals Pte Ltd contributed a post-tax profit of $0.3 million. DIVIDEND The Board of Directors has recommended a final dividend of 1.55 cents per share for the financial year ended 31 December 2008. This is subject to the approval of the shareholders of the Company at the Annual General Meeting to be convened on 30 April 2009. Together with the interim dividend of 0.75 cents per share paid on 30 September 2008, the total dividends for the financial year will be 2.30 cents per ordinary share as compared to 2.75 cents in 2007. PROSPECTS In view of the worsening economic climate and an increasingly challenging operating environment, the Group will remain firmly focused on tight cost control throughout all its operations, whilst ensuring that management remains responsive to both internal needs and external events. Poh Tiong Choon Logistics Limited 7 Board of Directors Poh Choon Ann Chairman and Chief Executive Officer Mr Poh Choon Ann, 72, is Chairman of the Board and Chief Executive Officer since 1999 and has served as Chief Executive Officer since 1976. Mr Poh Choon Ann has been in the logistics business for over 30 years and his leadership and foresight have enabled PTCL to grow to its present stature. Mr Poh sits on the Board of the Singapore Chinese Orchestra Co Ltd, holds the position of Vice-Chairman of both the Nanyang Fine Arts Foundation Ltd and the Nanyang Academy of Fine Arts Council, and is a Council Member of the Singapore-Liaoning Economic and Trade Council. He is also the Vice President of Singapore Manufacturers' Federation, the Chairman of the Singapore Manufacturers' Federation China Business Committee and the Honorary Chairman of National University of Singapore Chinese Studies Alumni Association. Poh Kay Ping, PBM Deputy Chief Executive Officer Poh Khim Hong Finance Director and Chief Financial Officer Mr Poh Kay Ping, 46 joined the group in 1986 and has been the Deputy Chief Executive Officer since 1996, assisting the CEO in day-to-day management of the Group. Ms Poh Khim Hong, 48 joined the Group in 1984 and has been the Finance Director and Chief Financial Officer since 1996. She oversees the financial and accounting aspects of the Group. She holds a Bachelor of Science, Finance degree from the University of San Francisco, USA (1984). Mr Poh has a Bachelor of Science degree in Engineering Physics from the University of San Francisco, USA (1985), a Masters in Business Administration degree from Oklahoma City University (1995) and attended the Program for Global Leadership at Harvard University’s Graduate School of Business Administration (1998). He was conferred the Public Service Medal, PBM (Pingat Bakti Masyarakat) by the President of the Republic of Singapore in 2007. He currently holds several notable appointments in various organizations. 8 Poh Tiong Choon Logistics Limited Poh Kay Yong Poh Key Boon Executive Director (Corporate Services) Executive Director (Transportation and Warehousing) Mr Poh Kay Yong, 48, joined the Group in 1984 and, since 1999, has been its Executive Director, Corporate Services Division in charge of human resources, information technology, administration and insurance. Mr Poh Key Boon, 55 joined the Group in 1975 and has been the Executive Director, Transportation and Warehousing Division since 1999. He oversees the transportation and warehousing business of the Group. He holds a Bachelor in Business Administration degree from the National University of Singapore (1984). Mr Poh Key Boon is a Council Member of Singapore Logistics Association (SLA) and Chairman of the Land Transportation Sub-Committee, SLA. Hong Hai Lew Syn Pau (Independent & nonexecutive director) (Independent & nonexecutive director) Dr Hong Hai, 65, has served as an independent director since 26 June 2000. Dr Hong Hai is a Professor at Nanyang Business School, Nanyang Technological University. Prior to this, he was Dean of Nanyang Business School and President and Chief Executive Officer of Haw Par Corporation Ltd. He holds a first class honours degree in Electrical Engineering from University of Canterbury, a MPA from Harvard University and a PhD (Economics) from Carnegie-Mellon University. Dr Hong also serves on the Boards of several listed companies, including China Merchants Holdings (Pacific) Limited, YTL Pacific Star REIT Management Limited, Asiapharm Ltd, and Singapore Deposit Insurance Corporation Limited. Mr Lew Syn Pau, 55, has served as an independent Director since 15 April 1999. He is the Chairman of Stanbridge International Pte Ltd and Director of Capital Connections Pte Ltd. A Singapore Government scholar, he has a Masters in Engineering degree from Cambridge University, UK (1977) and a Masters in Business Administration degree from Stanford University, USA (1984). Mr Lew currently sits on the Boards of public listed companies CarrierNet Global Ltd, Golden Agri-Resources Ltd and Lafe Corporation Ltd among others. He has been a director of many other listed companies and statutory boards, including Singapore Telecommunications Ltd and Jurong Town Corporation. He was a member of Parliament from 1988 to 2001 and President of the Singapore Manufacturers’ Federation from 2002 to 2006. Poh Tiong Choon Logistics Limited 9 Key Executives Poh Sin Choon, PBM (Founder/Group Adviser) Mr Poh Sin Choon, 84, was the Group Chairman until January 1999 when he was appointed Founder and Group Adviser. As Group Adviser, he provides advice to the Group on significant business and operational matters. Mr Poh Sin Choon started the business as a lorry owner-cum-operator back in the 1950s. Through his foresight and entrepreneurial spirit, the business grew significantly and today, PTC Logistics Limited is one of the larger and more established logistics providers in Singapore. Mr Poh Sin Choon is the Chairman and Trustee of Singapore Ann Kway Association, Honorary Chairman, Adviser and Trustee of Lam Yong Poh Clan, Honorary Chairman and Trustee of Singapore Transport Association and the Vice Chairman of Public Relation Committee of Singapore-China Business Association. He is also Patron of Ping Yi Secondary School Advisory Committee, Patron of Kampong Chai Chee Citizens' Consultative Committee and the Adviser of Pei Tong Primary School Advisory Committee. Pooh Kee Wat (General Manager, Transportation Department) Mr Pooh Kee Wat, 62, is the Head of the Transportation Department, which is the largest Division in the Group. He joined the Group in 1967. His operational experience and marketing skills are invaluable, having enabled the department to grow to its present stature. Poh Kay Cheong (General Manager, Bulk Cargo Department) Mr Poh Kay Cheong, 57, is the General Manager of the Bulk Cargo Department. He joined the Group in 1964 and has extensive experience in handling bulk cargo commodities. He engages with the ground and his personal and practical experience had guided the development of the department to its present stature. Poh Kay Leong (Chief Information Officer) Mr Poh Kay Leong, 41, is the Chief Information Officer. He joined the Group in 1992 and is responsible for all IT matters. Mr Poh Kay Leong graduated in 1989 with a double honors degree in Bachelor of Science - Computer Science and Bachelor of Science - Mathematics from the University of San Francisco, USA. He currently holds the rank of Deputy Superintendent (NS) in the Singapore Police Force. Lai Kwan Yew, Francis (Senior Manager, Transportation Department) Mr Lai Kwan Yew, Francis, 57, is the Senior Manager of the Transportation Department. He joined the company in 1995 as a manager of the Group's container ports. Mr Lai, an Associate Member of The Chartered Institute of Transport, also brings with him more than 20 years of experience in container depot management and has accumulated a large reservoir of experience in the transportation and related industries. Tan Poh Chin (Senior Manager, Accounts Department) Ms Tan Poh Chin, 53, is the Senior Manager of the Accounts Department. She joined the Company in 1980 as a Corporate Accountant and has held this position since 1999. Currently, she heads the accounting functions of the Group. Ms Tan holds a Bachelor of Commerce degree in Accountancy and is a non-practising member of the Institute of Certified Public Accountants of Singapore. Chan Siang Buck, Eric (Senior Manager, Warehouse Department) Mr Chan Siang Buck, Eric, 41, Head of the Warehousing Department, controls marketing for warehousing services and oversees the drumming business which is an integrated part of warehousing activities. He served 8 years as a specialist in Air, Land & Sea Logistics in the military before joining the Group in 1995. His 22 years of operational experience has enabled the department to grow to its present stature. 10 Poh Tiong Choon Logistics Limited Financial Highlights ($ mil) ($ mil) 2008 110 100 90 12 11 10 9 8 7 6 5 4 3 2 1 0 2007 80 70 60 50 40 30 20 10 0 2008 2007 Revenue Profit before tax Revenue increased by 20% from $90.6 million in 2007 to $109.1 million in 2008. Profit before tax increased by 38% from $8.6 million in 2007 to $11.9 million in 2008. ($ mil) ($ mil) 2008 10 2007 9 8 7 2008 50 40 2007 30 6 5 20 4 3 2 10 1 0 0 Profit after tax attributable to shareholders Shareholders’ Fund Profit after tax attributable to shareholders increased by 33% from $7.2 million in 2007 to $9.6 million in 2008. Shareholders' fund increased by 13% from $42.5 million in 2007 to $48.0 million in 2008. Poh Tiong Choon Logistics Limited 11 Transportation & Bulk Cargo Handling 2008 was a year of challenge, change and achievement for the Transportation and Bulk Cargo Handling Division. demand in the market especially for our bulk cargo handling and stevedoring services. The Division had a rough ride during the first half of the year, challenged as it was by the double threat of rising oil prices and soaring inflation. Amidst the adverse operating condition, the Division was able to steer a steady course and deliver its best ever performance to date. To cater for fleet renewal and expansion, a total of $13 million was spent on the purchase of commercial vehicles, equipments and crane barges. Revenue grew by 25% to $84.4 million. The increase in revenue was mainly attributable to the continuing strong 12 The steady growth demonstrated the division's ability to stay abreast of developments during challenging times and leverage on our core competencies to maintain a competitive advantage in this segment of the logistics business. Poh Tiong Choon Logistics Limited Warehousing The Warehousing Division, which included the drumming operations, had a busy year in 2008. The Division reported an encouraging revenue growth of 38%. The increase in sales volume had led to a more than proportionate increase in profit due to the better utilisation rate of existing capacity. Profit increased by 47% from $1.9 million to $2.8 million. The department's main challenge remained in the high operating costs of the PTC Chemical Logistics Complex, which was equipped with the latest warehousing facilities. The Chemical Logistics Complex comprises a 5-storey warehouse, a chemical drumming plant and storage facilities for dangerous cargo. A high-density automated storage and retrieval system (ASRS) further enhanced the Company's position as a leading chemical logistics service provider in the region. The Division's warehousing operations served as a critical support service to customers who placed paramount importance on minimizing product contamination. It enhanced the Company's outsourced service provider role as a third party warehousing solutions provider to petrochemical clients. Looking ahead, we will continue to leverage on our complementary facilities and strengths to provide a complete integrated logistic services at competitive prices. Poh Tiong Choon Logistics Limited 13 Trading, Leasing & Terminal Management TRADING The performance of the Trading Division stabilised in 2008 following the difficult trading conditions and the scaling down of the groceries distribution business in 2007. During the year, revenue at $17.8 million, remained the same as previous year with an operating profit of $0.1 million, a rebound from an operating loss of $0.2 million in the previous year. TERMINAL MANAGEMENT Our 50% joint venture company, Hai Poh Terminals Pte Ltd operates an appropriated berth at one of PSA's wharves and provides a full range of terminal services. Hai Poh contributed a post-tax profit of $0.3 million to the Group in year 2008. This represented an increase of $0.2 million over the previous year mainly due to an increase in demand of container handling service and cargo handling. LEASING The Leasing Division revenue represented the annual lease income of a ISO tank cleaning and repair facility operated by Stolt-Nielsen S.A. Group, the largest tank terminal operator in the world. Located on Jurong Island, the 20,000 sq m facility is a one-stop hub in the AsiaPacific region, incorporating all depot and warehousing services that involve tank containers and drums, including tank container cleaning, heating repairs, refurbishment, remanufacturing and fleet management. In September 2008, the Company had entered into an agreement to lease a freehold office unit at Realty Centre for 2 years. 14 Poh Tiong Choon Logistics Limited Corporate Information BOARD OF DIRECTORS: Poh Choon Ann (Chairman and CEO) Poh Kay Ping (Deputy CEO) Poh Khim Hong (Finance Director and CFO) Poh Kay Yong (Executive Director) Poh Key Boon (Executive Director) Lew Syn Pau (Independent & Nonexecutive Director) Dr Hong Hai (Independent & Non-executive Director) AUDIT COMMITTEE: Lew Syn Pau (Chairman) Dr Hong Hai Poh Khim Hong NOMINATING COMMITTEE: Dr Hong Hai (Chairman) Lew Syn Pau Poh Choon Ann REMUNERATION COMMITTEE: Dr Hong Hai (Chairman) Lew Syn Pau Poh Choon Ann COMPANY SECRETARIES: Koh Ee Koon Koh Geok Hoon, Judy REGISTERED OFFICE / CORPORATE OFFICE: 48 Pandan Road Singapore 609289 Telephone: (65) 62682522 Facsimile: (65) 62643394 Email: sales@ptclogistics.com.sg Website: www.ptclogistics.com.sg OPERATIONS HEADQUARTERS: PTC Chemical Logistics Complex 21 Ayer Merbau Road Jurong Island Singapore 627858 Telephone: (65) 68969888 Facsimile: (65) 62678790 SHARE REGISTRAR: Tricor Barbinder Share Registration Services 8 Cross Street #11-00 PwC Building Singapore 048424 Telephone: (65) 62363333 Facsimile: (65) 62364399 AUDITORS: PricewaterhouseCoopers LLP 8 Cross Street #17-00 PwC Building Singapore 048424 Partner-in-charge: Soh Kok Leong (appointed in 2005) SOLICITORS: WongPartnership LLP One George Street #20-01 Singapore 049145 Donaldson & Burkinshaw 24 Raffles Place #15-00 Clifford Centre Singapore 048621 Allen & Gledhill 1 Marina Boulevard #28-00 One Marina Boulevard Singapore 018989 PRINCIPAL BANKERS: United Overseas Bank Limited 80 Raffles Place UOB Plaza Singapore 048624 Malayan Banking Berhad 2 Battery Road Maybank Tower Singapore 049907 Oversea-Chinese Banking Corporation Limited 65 Chulia Street OCBC Centre Singapore 049513 The Development Bank of Singapore Ltd 6 Shenton Way DBS Building Tower One Singapore 068809 Standard Chartered Bank 6 Battery Road Singapore 049909 DATE AND COUNTRY OF INCORPORATION: 21 January 1969 Singapore DATE OF LISTING ON SINGAPORE EXCHANGE: 29 April 1999 Poh Tiong Choon Logistics Limited 15 16 Poh Tiong Choon Logistics Limited