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DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2020
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
2
Page
CONTENTS
3 Fact Sheet
4 Summary
9 Highlights
10 Chairman’s Statement
13 Asset Manager’s Report
24 Directors
25 Directors’ Report
35 Report of the Audit Committee
38 Statement of Principal Risks and Uncertainties
41 Statement of Directors’ Responsibilities
42 Independent Auditor’s Report to the shareholders of DP Aircraft I Limited
47 Consolidated Statement of Comprehensive Income
48 Consolidated Statement of Financial Position
49 Consolidated Statement of Cash Flows
50 Consolidated Statement of Changes in Equity
51 Notes to the Consolidated Financial Statements
98 Company Information
101 Appendix 1 – Alternative Investment Fund Managers Directive
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
3
Page
FACT SHEET
Ticker DPA
Company Number 56941
ISIN Number GG00BBP6HP33
SEDOL Number BBP6HP3
Traded Specialist Fund Segment (‘SFS’) of the London Stock Exchange
SFS Admission Date 4-Oct-13
Share Price US$ 0.06 at 31 December 2020
US$ 0.03 at 11 May 2021
Loss per Share US$ 0.74105 for the year ended 31 December 2020
Country of Incorporation Guernsey
Current Ordinary Shares in Issue 209,333,333
Administrator and Company Secretary Aztec Financial Services (Guernsey) Limited
Asset Manager DS Aviation GmbH & Co. KG
Auditor KPMG, Chartered Accountants
Corporate Broker Investec Bank Plc
Aircraft Registration LN-LNA
LN-LNB
HS-TQD
HS-TQC
Aircraft Serial Number 35304
35305
35320
36110
Aircraft Type and Model B787-8
Lessees Norwegian Air Shuttle ASA (‘Norwegian’ or ‘NAS’) – de-facto
terminated (see note 3a)
Thai Airways International Public Company Limited (‘Thai
Airways’)
Website www.dpaircraft.com
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
4
Page
SUMMARY
COMPANY OVERVIEW
DP Aircraft I Limited (the ‘Company’) was incorporated with limited liability in Guernsey under the Companies
(Guernsey) Law, 2008 on 5 July 2013 with registered number 56941.
The Company was established to invest in aircraft. The Company is a holding company, and makes its investment
in aircraft through four wholly owned subsidiary entities, DP Aircraft Guernsey I Limited, DP Aircraft Guernsey II
Limited, DP Aircraft Guernsey III Limited and DP Aircraft Guernsey IV Limited (collectively and hereinafter, the
‘Borrowers’), each being a Guernsey incorporated company limited by shares and two intermediate lessor
companies, DP Aircraft Ireland Limited and DP Aircraft UK Limited (the ‘Lessors’), an Irish incorporated company
limited by shares and a UK incorporated private limited company respectively. The Company and its subsidiaries
(the Borrowers and the Lessors) comprise the Group.
Pursuant to the Company’s Prospectus dated 27 September 2013, the Company offered 113,000,000 Ordinary
Shares of no par value in the capital of the Company at an issue price of US$ 1.00 per Share by means of a Placing.
The Company’s Shares were admitted to trading on the Specialist Fund Segment (previously the Specialist Fund
Market) of the London Stock Exchange on 4 October 2013 and the Company was listed on the Channel Islands
Securities Exchange until 27 May 2015.
On 5 June 2015, the Company offered 96,333,333 Ordinary Shares (the ‘New Shares’) of no par value in the capital
of the Company at an issue price of US$ 1.0589 per Share by means of a Placing. The Company’s New Shares were
admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 12 June 2015.
In total there are 209,333,333 Ordinary Shares in issue with voting rights.
In addition to the equity raised above, the Group also utilised external debt to fund the initial acquisition of the
aircraft. Further details are given within this summary section.
INVESTMENT OBJECTIVE & POLICY
The Company’s investment objective is to obtain income and capital returns for its Shareholders by acquiring,
leasing and then, when the Board considers it appropriate, selling aircraft (the ‘Asset’ or ‘Assets’).
THE BOARD
The Board comprises independent non-executive Directors. The Directors of the Board are responsible for
managing the business affairs of the Company and Group in accordance with the Articles of Incorporation and
have overall responsibility for the Company’s and Group’s activities, including portfolio and risk management. The
asset management activities of the Group are provided by DS Aviation GmbH & Co. KG (the ‘Asset Manager’).
THE ASSET MANAGER
The Asset Manager has undertaken to provide the asset management advisory services to the Company and Group
under the terms of an asset management agreement but does not undertake any regulated activities for the
purpose of the UK Financial Services and Markets Act 2000.
BREXIT
The Directors do not expect that the recent United Kingdom (‘UK’) withdrawal from the European Union (‘EU’) will
have a significant impact on the Company given the nature of its operations. However, they continue to monitor
the airline industry for any potential impact on the Company.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
5
Page
SUMMARY (CONTINUED)
CORONAVIRUS (‘COVID-19’)
COVID-19 rapidly spread across the globe and continues to create widespread restrictions on the ability of people
to travel, socialise and leave their homes. Global financial markets reacted sharply to the pandemic and concerns
remain regarding the long-term economic impact that this may have on a global scale. COVID-19 has had a
significant impact on the airline sector, and by extension the aircraft leasing sector. More information is provided
below and in the Asset Manager’s Report.
NORWEGIAN AIR SHUTTLE (‘NORWEGIAN’ / ‘NAS’)
The subsidiary of NAS that is the lessee of the aircraft entered Irish examinership on 18 November 2020 and
Norwegian examinership on 8 December 2020. As a result, the relevant Group subsidiaries issued demand notices
to NAS on 11 December 2020. Subsequently, the relevant Group subsidiaries issued expense claims directly to the
Irish Examiner at a later time on 11 December 2020 and expense claims issued to the Norwegian Examiner on 22
December 2020. The claims are ongoing.
As detailed in note 3a the lease agreements with NAS were in the judgement of the Directors de-facto terminated
in December 2020. Subsequent to year end, the subsidiary of NAS that is the lessee of the aircraft went into
liquidation following NAS’s announcement that it would be ceasing long-haul operations. Also, subsequent to year
end Norddeutsche Landesbank Girozentrale have exercised their security enforcement rights and now have
control of the NAS aircraft as detailed in the Norddeutsche Landesbank Girozentrale (‘NordLB') loan section below.
Prior to the lease termination detailed above, earlier in the 2020 year and following negotiations with Norwegian,
the Group had entered into a lease amendment completed on 28 May 2020, based on a Letter of Undertaking
(‘LoU') that was entered into on 4 May 2020, setting out the following terms:
All of Norwegian’s cash payment obligations until 30 June 2020 were waived to the extent that they had
not already been met; and from July 2020 to March 2021 a PBH arrangement instead applied. Under this
arrangement, Norwegian would only pay lease rentals in respect of the two assets which it has leased from
the Company to the extent that they actually operated them;
The PBH arrangement was to come to an end on 31 March 2021. Thereafter Norwegian was to make
monthly lease payments to the Company again, at a reduced rate to that which had applied to June 2020,
reflecting the downward pressure on market rates for lease rentals that was widely anticipated in the
aftermath of the Covid-19 crisis; and
In addition to monthly lease rental payments, the Company was also to receive equity in Norwegian, with
the number of shares to be calculated by reference to the monies which were waived and/or forgone by
the Company as a result of the waived outstanding debtor, PBH arrangement and the reduced monthly
rental amount that would have applied from April 2021. The shares were to be provided to the Company
in two tranches, with the first tranche already allotted in May 2020 and the second tranche was to be
received in April 2021. The first tranche of 154,189,711 shares (prior to a share consolidation of 100 to 1)
had lock-up dates attached allowing partial sales in August 2020 and October 2020, with the Company free
to dispose of all such shares on any date falling on or after 9 December 2020.
None of the first tranche shares were sold prior to the year end. However, subsequent to year end and with
consent from the lenders, 525,000 of the first tranche of shares received have been sold for proceeds of
approximately US$ 4 million. The proceeds were not up streamed to the Parent and serve as security for the NAS
lenders. No further sales were made prior to the lenders enforcing their security rights over the remaining unsold
shares and the proceeds from the sale of the shares detailed above. The group is uncertain as to how
administration of the NAS lessee of the aircraft will affect the second allocation of shares which were due in April
2021 but have not yet been received. Due to this uncertainty and the situation as at the year end, no value has
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
6
Page
SUMMARY (CONTINUED)
NORWEGIAN AIR SHUTTLE (‘NORWEGIAN’ / ‘NAS’) (CONTINUED)
been attributed to the element of the second tranche shares that would have been earned during 2020.
Whilst the High Court approved the survival plan for NAS and related companies on 22 April 2021 this is not
expected to have an impact on the Group and the position in relation to the aircraft.
NORDDEUTSCHE LANDESBANK GIROZENTRALE AND THREE OTHER CONSORTIUM MEMBERS (‘NordLB’)
On 24 February 2021, NordLB declared an Event of Default under the relevant loan agreements with the Company's
two borrower subsidiaries which meant that NordLB was entitled to enforce rights under the relevant security
documents. On 26 February 2021, the Company received notices of security enforcement and loan acceleration
from NordLB; and accordingly, receivers were appointed in relation to the two NAS aircraft, the related lease and
contract rights, and the shares in the Irish special purpose vehicle which holds title to the NAS aircraft. NordLB has
therefore taken control of the process of disposing of the two NAS aircraft, with the proceeds of sale (along with
relevant aircraft-specific cash balances, claims against Norwegian and shares in Norwegian held as security) being
applied in the first instance to pay off any outstanding amounts owed to the bank, and any balance remaining
thereafter being remitted to the relevant subsidiaries of the Company.
These developments impact solely upon the two NAS aircraft; they have no effect upon the
Company's arrangements in respect of the aircraft which it leases to Thai Airways; and there is no recourse by
NordLB to the Company itself.
During the year end 31 December 2020 and prior to the Event of Default described above, NordLB as agent of the
Company’s lending banks in respect of the assets leased to Norwegian, gave their approval to the lease
amendment that occurred during the year as described on the previous page, and at the same time had agreed to
certain adjustments to the Company’s repayment obligations per Restructure Commitments entered into on 13
May 2020. Per the Restructure Commitments, repayments of principal due during the period from May 2020 to
March 2021 were to be deferred, and the profile of debt service for the period starting from 1 April 2021 was to
be adjusted to reflect the proposed reduction in Norwegian’s monthly lease payments. All deferred amounts were
to be repaid by 30 June 2025 at the latest (with prepayment permissible without charge); and interest on deferred
amounts was to be payable on a floating rate base calculated as 1-Month Libor plus cost of funds plus increased
margin.
The Restructure Commitments mentioned above were subject to formal loan documentation being entered into
by 31 July 2020 otherwise they would not be effective. Post year end, the lender notified the Company that the
agreements set out in the Restructuring Commitment had ceased to be effective given that definitive loan
documentation with respect to the Restructuring Commitment had not been entered into by 31 July 2020 or
subsequently even though discussion had continued. Accordingly, subsequent to the year end, the terms of the
Loan Agreement prior to the Restructure Commitments continue to be effective.
Concurrently with the inception of the loan transaction the Company had entered into an ISDA Swap Agreement
with NordLB. Under the terms of the swap the Company is a fixed interest rate payer and a floating interest rate
payee. There was no change to the Swap Agreement due to the Restructure Commitment mentioned above. The
event of default detailed above also extends to the ISDA Swap Agreement.
As at year end, the group was in default as they missed loan repayments when they were due thus the whole
balance due to Norddeutsche Landesbank has been classified as a current liability as at year end.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
7
Page
SUMMARY (CONTINUED)
THAI AIRWAYS INTERNATIONAL PCL (‘THAI AIRWAYS’ / ‘THAI’)
The suspension of travel due to Covid-19 caused significant financial difficulties for Thai and ultimately resulted in
Thai defaulting on lease payments that were due for most of the second half of the 2020 year. Due to these
financial difficulties Thai Airways entered business rehabilitation under Thailand’s Central Bankruptcy Court, with
a view to a restructuring of the airline. The first hearing to decide whether Thai Airways may formally enter
rehabilitation was held on 25 August 2020 and a second one on 14 September 2020. On the latter date, the Central
Bankruptcy Court granted Thai the business reorganisation petition and appointed planners for the restructure.
In the next step, the planners worked on a business rehabilitation plan that was submitted to the official receiver
on 2 March 2021. Subsequently, the ofcial receiver will send a copy of the rehabilitation plan to the creditors for
their consideration and approval in the creditors’ meeting. Once the rehabilitation plan is approved by the
creditors, the Court will then pass the final verdict approving the plan and appointing the plan administrator. Then
Thai Airways will proceed to implement the business reorganisation plan.
In January 2021 the Company signed a Letter of Intent (‘LOI’) with Thai Airways under which the parties agreed to
amend the existing lease terms. The new terms provide for a power by the hour (‘PBH’) arrangement until the end
of 2022 (i.e. rent will be payable by reference to actual monthly utilisation of the Thai aircraft), with scaled back
monthly lease payments thereafter, reflecting the reduced rates now seen in the market. The lease term will be
extended by 3 years to December 2029, after consulting the Lenders with the Group retaining the right of early
termination in 2026. The effective date for these amendments is yet to be confirmed and is dependent on the
timing of the approval of the rehabilitation plan by the Central Bankruptcy Court of Thailand. Thai Airways has also
undertaken to ensure that the Thai aircraft are airworthy and in flight ready condition in all respects by 30 June
2021, and on an ongoing basis. On 1 March 2021 a corresponding agreement has been reached with the bank
providing finance for the aircraft leased to Thai airways as detailed below.
DEKABANK DEUTSCHE GIROZENTRALE AND THREE OTHER CONSORTIUM MEMBERS (‘Dekabank’)
In light of the moratorium triggered by the Thai instigation of debt proceedings on 27 May 2020, the Board and
the lender, Dekabank, concluded that Thai would not make any further lease rental payments prior to the
rehabilitation court hearing on 25 August 2020. Accordingly, the parties initially agreed that, for the period from
29 June 2020 to 9 September 2020, the Company would only be required to make interest payments on its
borrowings relating to the assets leased to Thai, with no concomitant capital repayment obligation; and that the
Company will make no dividend payments while deferrals remain outstanding under those borrowings.
Subsequent to 9 September 2020, further one month extensions to the interest only period were granted by the
lenders however the extensions were not to go beyond 31 January 2021 without the express consent of the
lenders. The aforementioned modifications to the loan terms were not substantial. The interest payments were
sourced from the security deposits received by the Company from Thai Airways in advance of the commencement
of the relevant leases that the Company has reserved under Reservation of Rights letters provided to Thai.
On 6 May 2021, subsequent to the new lease arrangements entered into by the Company and Thai as described
above, the Company and Dekabank have amended and restated the existing loan facility agreements in respect of
the Thai aircraft to accommodate the new lease terms. Repayments of principal will be deferred until the end of
the PBH arrangement; and the Company and Dekabank will enter into discussions at that time to determine how
best to schedule interest payments, principal repayments and a final balloon repayment, having regard for both
the income being received by the Company in respect of the Thai aircraft, and the running costs of the Company
and its subsidiaries.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
8
Page
SUMMARY (CONTINUED)
DEKABANK DEUTSCHE GIROZENTRALE AND THREE OTHER CONSORTIUM MEMBERS (‘Dekabank’)
Whilst the loan agreement has been amended post year end, as at the year end, the Group did not have the
contractual right to defer repayment of the Dekabank loans for at least a period of 12 months and accordingly the
loans have been classified as current within the balance sheet.
GOING CONCERN
The Directors have considered the group’s cash requirements for a period of 12 months from the signing of these
financial statements. This forecast shows the likely need for further equity to be raised to fund the period post 12
months and to allow for other contingencies given the companies circumstances. However, the Directors believe
that it is appropriate to prepare these financial statements under the going concern basis of preparation due to:-
The continuing support of Dekabank which made loans to the Group (with certain loan concessions);
The ongoing viability of Thai Airways, expectation that Thailand’s Central Bankruptcy Court will approve the
revised lease per the LOI and, the ability of Thai Airways to satisfy the terms of the LOI for the revised lease;
The expectation that an equity fund raise will be successful based on liaison with sufficient shareholders;
Having regard to the limited recourse nature of the loans which means NordLB debt default impacts solely
upon the two NAS aircraft and have no effect upon the Company's arrangements in respect of the aircraft
which it leases to Thai Airways; and there is no recourse by NordLB to the Company itself; and
The expectation that all operational requirements will continue to be fulfilled.
Refer to Going Concern on pages 30 to 31 for additional details regarding going concern and related uncertainties.
No adjustments have been made to the financial statements in the event that the Company was unable to continue
as a going concern.
IMPAIRMENT
In line with each reporting date, but more relevant in light of the developments of COVID-19, a detailed impairment
assessment of the aircraft and lease premiums have been undertaken. Following this review an impairment of
US$ 148,300,052 was booked against the aircraft and US$ 22,017,459 against the lease premium (see note 3).
DISTRIBUTION POLICY
Under normal circumstances, the Company aimed to provide Shareholders with an attractive total return
comprising income, from distributions through the period of the Company’s ownership of the Assets, and capital,
upon any sale of the Assets. The Company targets a quarterly distribution in February, May, August and November
of each year. The target distribution is US$ 0.0225 per Share per quarter. One quarterly dividend has been paid
during the period ended 31 December 2020 meeting the US$ 0.0225 per Share per quarter target. The target
dividends are targets only and should not be treated as an assurance or guarantee of performance or a profit
forecast. Investors should not place any reliance on such target dividends or assume that the Company will make
any distributions at all.
Due to the impact of Covid-19 on the aviation industry and therefore our lessors, the Board suspended the
payment of dividends from 3 April 2020 until further notice. Recent developments have not improved the
situation. As mentioned before, the lending bank (NordLB) in relation to the Company's two aircraft leased to the
Norwegian group have declared an Event of Default and enforced their security rights in respect of the NAS aircraft.
This coupled with the fact that any lease rental payments received by the Company in respect of the Thai aircraft
are expected to be applied exclusively towards the running costs of the Company and its subsidiaries, and interest
payments and principal repayments to the Thai lenders (Dekabank), means that there is no realistic prospect of
the Company's shareholders receiving a dividend or other distribution for the foreseeable future. The Board and
its advisers will be consulting with shareholders in the future with a view to determining the best course of action
to take for the future of the Company.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
9
Page
HIGHLIGHTS
RESULTS FOR THE YEAR
Results for the year ended 31 December 2020 is a loss after tax of US$ 155,127,051 (loss per Share US$ 0.74105).
For the year ended 31 December 2019 there was a profit after tax of US$ 23,169,069 (earnings per Share US$
0.11068).
NET ASSET VALUE (‘NAV’)
The NAV was US$ 0.27808 per Share at 31 December 2020 (2019: US$ 1.03041).
DIVIDENDS
Dividends were declared on:
Date
Dividend reference period
Dividend
per Share
Payment date
Quarter ended 31 December 2019
US$ 0.0225 per Share
14 February 2020
As a result of the Coronavirus (‘Covid-19’) pandemic impact on global aviation and especially its lessees, on 3 April
2020, the company suspended dividends until further notice to help preserve liquidity. Further details on the
impact of the Covid-19 pandemic can be found within the Summary, the Asset Manager’s Report, and the
Directors’ Report.
OFFICIAL LISTING
The Company’s Shares were first admitted to trading on the Specialist Fund Segment of the London Stock Exchange
on 4 October 2013.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
10
Page
CHAIRMAN’S STATEMENT
I am pleased to present Shareholders with the Annual Report of the Company for the year to 31 December 2020.
As investors will be aware the year has presented some significant challenges to the global aviation market as it
has grappled to deal with the effects of the Covid-19 virus on their operations. Airlines, irrespective of geography
which serve international routes have been consequentially impacted. Our lessees, Norwegian Air Shuttle
(‘Norwegian’) and Thai Airways (Thai’) have been no exception.
The outlook for the airline industry for the remainder of 2021 and beyond is for gradual improvement but has
clearly been affected by the Covid-19 virus and its subsequent variants impacting the opening up of travel
restrictions.
Regarding the two Boeing 787-8 aircraft, LN-LNA and LN-LNB (the Assets) leased to Torskefjorden Leasing Limited,
part of Norwegian, the pressure placed upon the aviation industry by the Covid-19 crisis led to Norwegian
defaulting in 2020 on its lease payments to the Company from March in respect of the Assets. Following protracted
discussions, the Company agreed new terms in principle with the banks providing loan finance in respect of the
Assets (the NAS Lenders’), and a revised set of lease terms was signed between the Company and Norwegian
during 2020.
The Company, with the advice and assistance of its asset manager DS Aviation GmbH & Co. KG, had been working
for a number of months on a plan to return the Assets to flight ready condition and to have the option, if the
aircraft had not been sold by October 2021, to relocate the aircraft to a dryer climate in anticipation that the Assets
would need to be re-marketed. As part of that process, dialogue continued with the NAS Lenders with a view to
securing the necessary financial latitude to allow that plan to come to fruition.
As at the year end NAS were in full breach of the lease agreements and the board had concluded that NAS had no
intention to continue the lease, with the lease termination discussions commencing. With this in mind, prior to the
year end the Board had commenced a plan to have the aircraft in a ferry ready state subject to the NAS Lenders
assistance with the intention to sell them prior to 31 October 2021. Accordingly, the aircraft have now been
classified as held for sale on the balance sheet.
The NAS Lenders declared an Event of Default under their loan agreements with the Company's two borrower
subsidiaries in February 2021.
The Company received notices of security enforcement and loan acceleration from the NAS Lenders and
accordingly, receivers were appointed in relation to the Assets, the related lease and contract rights, and the shares
in the Irish special purpose vehicle which holds title to the Assets. The NAS Lenders have therefore taken control
of the process of disposing of the Assets, with the proceeds of sale (along with relevant aircraft-specific cash
balances, claims against Norwegian and shares in Norwegian held as security) being applied in the first instance to
pay off any outstanding amounts owed to the NAS Lenders, and any balance remaining thereafter being remitted
to the relevant subsidiaries of the Company.
As previously noted, these developments impact solely upon the Assets; they have no effect upon the Company's
arrangements in respect of the aircraft which it leases to Thai Airways; and there is no recourse by the NAS Lenders
to the Company itself.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
11
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CHAIRMAN’S STATEMENT (CONTINUED)
The aircraft are now being managed by advisors appointed by the Receiver.
In March 2021 the Company announced it had signed a LOI with Thai Airways under which the parties have agreed
to amend the existing lease terms. The new terms provide for a PBH arrangement until the end of 2022 (i.e. rent
will be payable by reference to actual monthly utilisation of the Thai Assets), with scaled back monthly lease
payments thereafter, reflecting the reduced rates now seen in the market.
The lease term will be extended by 3 years to December 2029, after consulting the Lenders with the Group
retaining a right of early termination in October 2026. Thai Airways has also undertaken to ensure that the Thai
Assets are airworthy and in flight ready condition in all respects by 30 June 2021.
On 6 May 2021, the Company and the Thai Lenders also amended and restated the existing loan facility agreements
in respect of the Thai Assets, to accommodate the new lease arrangements described above. Repayments of
principal will be deferred until the end of the PBH arrangement; and the Company and the Thai Lenders will enter
into discussions at that time to determine how best to schedule interest payments, principal repayments and a
final balloon repayment, having regard for both the income being received by the Company in respect of the Thai
Assets, and the running costs of the Company and its subsidiaries.
Whilst the loan agreement has been amended post year end, as at the year end, the Group did not have the
contractual right to defer repayment of the Dekabank loans for at least a period of 12 months and accordingly the
loans have been classified as current within the balance sheet in accordance with IFRS. On the basis the amended
loan terms have been concluded and Thai meet their obligations under the new lease arrangements, the majority
of these loans will be reclassified as long term.
Given the Norwegian position and the fact that any lease rental payments received by the Company in respect of
the Thai Assets are expected to be applied exclusively towards the running costs of the Company and its
subsidiaries, and interest payments and principal repayments to the Thai Lenders, means that there is no realistic
prospect of the Company's shareholders receiving a dividend or other distribution for the foreseeable future.
The Loss per Share for the year was US$ 0.74 per Share compared to Earnings per Share of US$ 0.11 per Share last
year. The net asset value per Share at the year end was US$ 0.278 per Share compared to US$ 1.03 last year. Both
reductions reflect the significant write down of asset values.
The situations identified above with regard to NAS and Thai and their resolution, including certain operational
matters of the Parent have been determined by the Directors to represent a material uncertainty that may cast
doubt upon the Company’s ability to continue as a going concern (see pages 30 and 31). In this respect, please also
refer to the Viability Statement on page 32.
The focus of the Company is therefore to prioritise the preservation of the Company's long-term financial stability,
although the challenges facing the Company are significant.
The Company therefore intends to undertake an equity tap issue to provide additional finance to support the
business going forward. Following revised funding arrangements with the Thai Lenders and following agreements
whereby key service providers will from 2021 reduce their fees and/or taking some fees by way of equity in the
Company where permissible, including all Board members, the ongoing cash burn, once significant restructuring
costs have ceased, will be considerably reduced on an annual basis.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
12
Page
CHAIRMAN’S STATEMENT (CONTINUED)
I would like to thank the Board for their significant support over the past year with some 75 board meetings and
many other management meetings taking place. Thanks also go to the team at the Asset Manager and
Administrator for their considerable support and assistance.
I would like to thank our Investors for their continued support in the Company. The Board and its advisers have
been consulting further with shareholders since March and will be consulting further in the coming days.
Jon Bridel
Chairman
12 May 2021
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
13
Page
ASSET MANAGER REPORT
THE AIRLINE MARKET
Covid-19 Pandemic in brief
The Covid-19 outbreak turning into a global pandemic continues to have a significant impact on the airline industry.
Airlines globally are facing challenging and potentially existential times, some have already collapsed. Different
virus variants leading to increased infection rates have added to travel restrictions imposed by various
governments. The number of stored aircraft worldwide remains high.
The industry has welcomed the vaccine roll-out assuming that this will support the market recovery and the
relaxation of travel restrictions. In conclusion the existence of virus variants as well as progress in vaccination and
rapid testing will largely determine the total impact on the airline and aviation industry.
Global
Current Situation
o Largest decline in demand since WW2;
o Decrease of revenues through 2020/2021 by over a trillion US-dollars;
o Anticipated cash burn of US$ 61 billion in 2Q 2020;
o Employment in the air transport sector declined by 51% in 2020; and
o US$ 173 billion of governmental aid during the first eleven months of 2020.
Outlook
o Cargo demand was back to 2019-levels in January 2021;
o Passenger demand in 2021 expected to be less than 50% of 2019 level and to return to 2019-level not
before 2024;
o Domestic markets anticipated to recover first;
o IATA considers the availability of vaccines being a potential turning point in the second half 2021; and
o Recent travel behaviour of UK travellers shows that demand to travel remains alive, bookings to Greece
and Spain have more than tripled after the announcement of easing lock-down restrictions.
* Available Tonne Kilometre
Source: IATA, June 2020 and November 2020
2019 2020
(Forecast published
June 2020)
2020
(Forecast published
November 2020)
2021
(Forecast published
November 2020)
Passengers [billion]
4.5
2.2
1.8
2.8
Capacity (ASK) [% YoY]
3.4
(
40.4
)
(
57.6
)
35.5
Demand (RPK) [% YoY]
4.2
(
54.7
)
(
66.3
)
50.4
Passenger Load Factor [%]
82.5
62.7
65.5
72.7
Freight &
Mail [billion tonne km]
254
211
225
254
Net Results [billion
US$
]
26.4
(
84.3
)
(
118.5
)
(
38.7
)
CO2 [million tonnes] 914 574 488 619
Fuel efficiency [litre fuel/100 ATK*]
22.4
22.1
21.9
21.5
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
14
Page
ASSET MANAGER REPORT (CONTINUED)
THE AIRLINE MARKET (CONTINUED)
Europe
Impact of Covid-19
70% decline in overall demand (RPK) in 2020;
62% drop in international capacity (ASK) in 2020;
Estimated net loss of US$ 12 billion in 2020;
Intra-European travel was hit hard by the second wave - markets expected to open in phases; and
Passenger demand in 2021 expected to be 35% of 2019-levels.
Asia
Impact of Covid-19
62% decline in overall demand (RPK) in 2020;
55% drop in international capacity (ASK) in 2020;
Expected net loss of US$ 32 billion in 2020;
The domestic Chinese market already fully recovered in 2020; and
Passenger demand in 2021 expected to be 45% of 2019-levels.
Outlook & Conclusion
The airline business is suffering tremendously from the Covid-19 pandemic. Previous burdens on airlines caused
by the worldwide Boeing 737 MAX fleet grounding and the Trent 1000 issues now seem quite trivial. Even if the
level of coronavirus cases flattens and travel bans are gradually lifted resulting from a worldwide mass vaccination,
it will take years until capacity and passenger numbers return to pre-Covid-19 levels.
One of the challenges for airlines is to adapt to drastic declines in demand as their cost structure shows a high
percentage of fixed costs. Lease rents are part of these fixed costs and therefore more and more airlines have or
are negotiating PBH rates with lessors. While such contracts are favourable for airlines as they only need to pay if
they fly the respective aircraft and are consequently generating revenues, it is less of a benefit for lessors as they
have significantly lower and unpredictable income. Nevertheless, most lessors have agreed to such temporary
arrangements as demand for used aircraft is currently very weak and repossessing or taking redelivery of an aircraft
might be a much higher financial burden over time.
The longer the pandemic continues, the more the industry will rely on governmental and creditor support. As most
of the governmental support if any are in the form of credits, airlines` financial results will be negatively
impacted for years to come, even if passenger travel returns to pre-COVID-19 levels. It would also not be unlikely
to see further consolidation in the market. Looking at the chart above and comparing the 2020 forecast made in
June and November last year respectively, it becomes clear that passenger travel and financial results in 2020
suffered more than expected at the beginning of the pandemic.
All outlooks shared in this report are based on historic data and assumptions made by industry experts. It can be
considered as a potential guideline. However, from a historical point of view, the airline industry has proven to be
resilient and has recovered from all previous crises. Clearly, this time the recovery period will take significantly
longer than average to return to pre-Covid-19 levels and as long as the pandemic lasts and most of the travel
restrictions remain in place, the number of airlines filing for bankruptcy and restructuring will continue to increase.
As the pandemic is still continuing, it is impossible to assess the total impact of the Covid-19 pandemic at the
current time.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
15
Page
ASSET MANAGER REPORT (CONTINUED)
THE LESSEES
This section focuses on the airlines´ overall conditions. In regard to the aircraft LNA and LNB; the lenders enforced
security and their appointed receivers Ernst & Young (‘EY’) took control of the assets. For more information in this
regard as well as any individual agreements between Lessor, Lessee and Lenders concerning the Thai transactions,
please refer to the Chairman´s Statement.
Norwegian Air Shuttle ASA
It is now noted that with the appointment of the Receiver over the NAS assets, the Asset Manager is no longer
responsible for and in control of the management of the NAS assets.
Impact from Covid-19 pandemic
Survival dependent on the outcome of the Examinership as well as creditor and Governmental support;
After drastic cutbacks of staff and operational aircraft in spring 2020, NAS announced in November the furlough
of another 1,600 staff members and the reduction of the operational fleet down to 15 narrow-body aircraft;
Capacity down by 96% in the fourth quarter 2020 compared to the same quarter in the previous year;
Net loss of NOK 23 billion (about US$ 2.7 billion) in 2020; and
New competitors such as Flyr, Norse Atlantic and Wizz Air gain access to the Norwegian market and potentially
benefit from a downsized Norwegian.
Restructuring and Examinership since 20 May 2020
21 May 2020: The Lessor received shares in NAS due to the agreed debt-to equity-swap;
3 November 2020: Lease Amendment Agreements signed between Torskefjorden Leasing Ltd (‘TLL’) -
subsidiary of NAS and the Lessee of LNA and LNB, NAS and DP Aircraft Ireland based on the terms and
conditions of the LoU previously signed on 4 May 2020;
9 November 2020: The Norway government decided to not approve further support to NAS at this stage;
18 November 2020: Norwegian Air International Ltd (‘NAI’), Arctic Aviation Assets DAC (‘AAA’) and some of
AAA’s subsidiaries including Torskefjorden Leasing Ltd (‘TLL’), the Lessee of LNA and LNB, as well as NAS as
related party entered into Irish Examinership:
o Aircraft assets cannot be repossessed by lessors and airline can continue operations;
o NAS Shares continue to be traded at the Oslo Stock Exchange;
o Examiner Kieran Wallace of KPMG appointed by the Court; and
o Objective: debt reduction, fleet downsizing, securing new capital.
24 November 2020: As the pandemic continues, the Norwegian government extended the repayment date of
state guarantee loans from two to three years;
8 December 2020: NAS entered into a reconstruction process under Norwegian law which will co-exist with the
Irish Examinership process;
14 January 2021: NAS presented its business plan and announced the exit of long-haul operations;
15 January 2021: Order to winding up TLL which operated as lessor of wide-body aircraft within the group;
21 January 2021: NAS announced that the Norwegian Government will again support the airline subject to the
fulfilment of certain conditions;
22 January 2021: Examinership extended by 30 days at High Court hearing;
28 January 2021: Norwegian made request to the High Court to repudiate 36 aircraft leases, including the DP
Aircraft owned aircraft LNA and LNB;
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
16
Page
ASSET MANAGER REPORT (CONTINUED)
THE LESSEES (CONTINUED)
Norwegian Air Shuttle ASA (continued)
Restructuring and Examinership since 20 May 2020 (continued)
19 February 2021: High Court granted another 50 days extension;
11 March 2021: NAS provided its restructuring plan to the Irish and Norwegian Courts; and
26 March 2021: High Court approved Norwegian´s restructuring plan after it had been supported by majority
of creditors and shareholders:
o The same proposal will undergo a creditor voting in Norway; and
o Capital raise scheduled for May 2021.
Opportunities post-Covid-19 pandemic - The ‘New Norwegian’
Renegotiated leases; service agreements and repayment schedules;
Resizing of fleet, cancelled orders and focus on proven and profitable routes;
Stronger focus on broader range of ancillaries as revenue driver;
Strengthening of intra-Nordic network and discontinuing long-haul operations; and
Potential increase in low-cost carriers´ overall market share as passengers are historically more price-sensitive
during economic downturns/recession.
Comments & conclusions
The gradually lifting of travel restriction within Europe was short-lived and Norwegian like most other European
carriers is severely impacted by the decreasing passenger demand. The decision by the Norwegian Government in
January 2021, to offer support again to the carrier, shows that Norway is still considering Norwegian Air Shuttle as
an important player deserving of further support.
The survival of Norwegian Air Shuttle ASA remains beneficial for DP Aircraft as Group is a shareholder in NAS
resulting from the debt-to-equity conversion. However, with no clear view on how and how fast travel restrictions
might again be lifted and demand returning, it remains to be seen how viable the ‘New Norwegian’, exiting
Examinership and Reconstruction protection shortly, will prove to be. As long as the Covid-19 pandemic continues,
the future of almost every airline seems uncertain, particular of the ones who suffered financial difficulties before.
Thai Airways International Public Company Limited
Impact from Covid-19 pandemic
14 aircraft in operation and 82 aircraft in storage;
Thai Airways entered business rehabilitation under the Central Bankruptcy Court of Thailand;
Shareholders equity as at 31 December 2020 remained negative:
o THB (128,665) million; and
o Appr. US$ (4,294) million.
Potential delisting from the SET (‘Stock Exchange of Thailand’) after three years; and
Sale of shares in Bangkok Aviation Fuel Services for an amount of about US$ 90 million to generate cash.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
17
Page
ASSET MANAGER REPORT (CONTINUED)
THE LESSEES (CONTINUED)
Thai Airways International Public Company Limited (continued)
Restructuring and Rehabilitation Process since 14
th
September 2020
14 September 2020: The Central Bankruptcy Court approved THAI’s Business Reorganization Petition and the
Planners have been appointed;
21 October 2020: Thai presented a broad plan to lessors including fleet reductions and asked lessors for
requests for proposals (‘RfPs’) until 4 November 2020 including rental reductions, PBH periods and other
concessions;
2nd November 2020: Deadline for creditor´s application for debt repayment; process of challenging amounts
ongoing;
5 January 2021: The Central Bankruptcy Court approved extension of deadline regarding the business
rehabilitation plan until 2February 2021;
27 January 2021: The Central Bankruptcy Court approved another extension for the submission of the business
rehabilitation plan until 2 March 2021;
2 March 2021: The planners submitted Thai Airways´ business rehabilitation plan to the official receiver:
o The plan includes both a business plan and a financial plan and it needs to be approved by the creditors;
o Following this, the official receiver will determine the date in respect to the Creditors´ Meeting; and
o Once the plan will have been approved by the Court, the business rehabilitation plan can be
implemented.
2 March 2021: DP Aircraft signed a LOI with Thai Airways amending existing lease terms, e.g.
o PBH period until 31 December 2022;
o Scaled back lease rates on a monthly basis beginning 1 January 2023;
o Lease extension of three years with a termination right by the Lessor; and
o DP Aircraft and Lenders agreed to amend and restate the existing loan facility accordingly.
Scheduled on or about 12 May 2021: Voting of the creditors on the business rehabilitation plan; and
Timeline for business rehabilitation also dependent on potential objections submitted by creditors.
Outlook & Opportunities post-Covid-19 pandemic - The ‘New Thai Airways’
Four strategies:
o Network carrier with high quality services;
o Additional revenue generation through add-on services;
o Strict expense management including amended aircraft leases and reduction of workforce; and
o Improved efficiency, including code sharing to extend domestic network and connectivity.
Capital raise of about US$ 1.65 billion over the next two years;
Fleet of 86 aircraft and five different aircraft types in 2025 and phasing-out Boeing 747s;
A successful restructuring and favourable contract amendments in respect of the airline could lead to a more
efficient and lower cost basis;
Even as Thai ceased to be a state enterprise, the Government considers Thai as flag carrier and is aware of its
significance of continuing operations; and
As Thailand´s economy is dependent on tourism, Thai might benefit from measures initiated by the
Government to stimulate tourism arrivals, such as approved re-opening map, called ‘sandbox’ for six Thai
provinces by the Thai Government:
o April to June 2021: Mandatory 14 days quarantine for foreign vaccinated tourists will be reduced to
seven days; and
o 1 July 2021: Province of Phuket will reopen for foreign vaccinated tourists without mandatory
quarantine provided that about 70% of the local populations will have received two vaccinations.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
18
Page
ASSET MANAGER REPORT (CONTINUED)
THE LESSEES (CONTINUED)
Thai Airways International Public Company Limited (continued)
Comments & conclusions
The airline is dependent on the tourism sector, particularly on in-bound tourism which has been severely impacted
by the Covid-19 pandemic. Chinese tourists count for the biggest share of foreign tourists travelling to Thailand.
The carrier remains dependent on any decision made by the Government to elevate or soften travel restrictions.
The Thai Government supports all Thai carriers by waiving parking fees as long as operations are suspended as well
as reduced parking, landing and air navigation fees for operating carriers. Although any reduction in fees is
welcome, this is only a drop in the ocean.
The process of business rehabilitation under the Central Bankruptcy Court of Thailand includes several protection
measurements, including the automatic stay, significantly limiting any creditors´ scope of actions but being
beneficial to Thai Airways. The process also facilitates cost cutting measurements such as the lay-off of employees
and aircraft redeliveries to lessors. From the stakeholders` perspective, including creditors and lessors, the final
impact continues to remain unknown for the time being and undoubtfully, most stakeholders and presumably all
operating lessors will suffer significant losses. Additionally, most of the documents in connection with the
rehabilitation process are in Thai language which adds additional complexity and expenses to international
creditors.
Thai´s intention to keep the B787 in their future fleet (subject to approval of the business rehabilitation plan) is
only welcomed by DP Aircraft. Having a fleet of modern aircraft, including amongst others A350s, supports Thai to
compete with other carriers and to base operations on a competitive cost level, particularly if jet fuel prices
increase over time.
Not all details of the rehabilitation plan and process under the bankruptcy court have been outlined in detail to
the creditors yet and there is no guarantee for the airline´s survival. However, it might be considered that the
carrier´s long-term existence is in the interest of the country and its government, whereas the specific impact on
stakeholders, including employees, creditors and lessors, remains for the time being unknown. Finally, the
Governmental approved plan (‘sandbox) might be a first step on the long road of recovery of Thai Airways.
THE ASSETS
Update B787 production and supply
Production rate to be reduced to six aircraft monthly by 2021;
Consolidation of Boeing´s two production facilities to South Carolina mid-2021; and
Significant lower deliveries in 2020 due to Covid19 pandemic.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
19
Page
ASSET MANAGER REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Update B787 production and supply (continued)
Source: Boeing, 26
th
March 2021
Assets & Operations
Aircraft Storage
Aircraft TQC stored since 29 September 2019 at Bangkok Suvarnabhumi Airport (Thailand);
Aircraft TQD stored since 6 December 2019 at Bangkok Suvarnabhumi Airport (Thailand);
Aircraft LNA stored since 27 May 2019 at Glasgow-Prestwick Airport (United Kingdom);
Aircraft LNB stored since 17 September 2019 at Glasgow-Prestwick Airport (United Kingdom).
Initially, the availability of Rolls-Royce Trent 1000 spare engines and the bottleneck of shop visit slots have
impacted airlines´ Boeing 787 fleets and had been the reason why the DP Aircraft owned four B787s entered
temporarily into storage. Nowadays, the main cause is the Covid-19 pandemic which is also determining the in-
service-dates of TQC and TQD.
0
20
40
60
80
100
120
140
160
180
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Deliveries: B787s inTotal
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
20
Page
ASSET MANAGER REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Assets & Operations (continued)
Asset Overview
Titled Engines Report
AIRCRAFT OPERATIONS
Norwegian Air Shuttle
Thai Airways
LN
-
LNA
LN
-
LNB
HS
-
TQC
HS
-
TQD
Cabin Layout 32 Premium Economy Class Seats
259 Economy Class Seats
24 Business Class Seats
240 Economy Class Seats
LAST PHYSICAL INSPECTION
Date 12 February 2021 12 February 2021 17 March 2021 17 March 2021
Place Prestwick Airport (PIK) Bangkok Airport (BKK)
Type of inspection Follow-Up Inspection incl. storage
records
Follow-Up Inspection
AIRFRAME STATUS
(31 January 2021)
Total Flight Hours 29,177 30,925 16,873 15,536
Total Flight Cycles 3,386 3,652 3,814 3,598
Hours/cycles ratio since
delivery
8.62 8.47 4.42 4.32
As at 26 February
2021
LN-LNA LN-LNB
ESN 10118 ESN 10119 ESN 10130 ESN 10135
Total Time [Flight
Hours]
23,984 26,360 21,802 24,868
Total Flight Cycles 2,818 3,102 2,422 2,864
Location Rolls-Royce Shop
Derby; UK
LNF LNC Spare
Remarks
Scheduled
completion date:
26 February 2021
LN-LNF stored in
Shannon; Ireland
Engine maintained
by Lufthansa Technik
Engine removal
after prior notice and
availability of engine
stand
LN-LNC stored in
Oslo; Norway
Engine maintained
by Norwegian
Engine removal
confirmed subject to
availability of engine
stand
GTES Engine
Storage at Stansted
Airport, UK
Stored in
accordance with
manufacturer´s
requirements
Pick-up after prior
notice
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
21
Page
ASSET MANAGER REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Assets & Operations (continued)
Titled Engines Report (continued)
Since the titled engine ESN 10240 was declared a total loss, the asset manager has worked together with Thai
Airways to appropriately replace that engine. A potentially suitable engine was identified and the process of
reviewing the respective records and physical condition is in progress. If the suggested replacement engine is
acceptable, a title transfer will be performed. The complete technical process of the engine replacement, including
testing, is supported and monitored closely by the asset manager´s on-site team. Apart from this, a temporary
replacement engine was installed on TQC in March 2021 to accommodate the ferry flight of the aircraft to the
maintenance facility located at the other airport of Bangkok as well as any further commercial operations.
Termination of Gold Care Agreement between Norwegian and Boeing
Since the Gold Care Agreement between Norwegian Air Shuttle (Boeing´s only Gold Care customer) and Boeing
had been terminated, monthly Maintenance Reserves previously invoiced by Boeing are now to be invoiced by the
Lessor. Outstanding reserves held by Boeing are to be transferred in cash or credited against maintenance services
to the Lessor.
As at 28 March
2021
HS-TQC HS-TQD
ESN 10239 ESN 10240 ESN 10244 ESN 10244
Total Time [Flight
Hours]
15,292 10,518 11,081 16,805
Total Flight Cycles 3,433 2,583 2,681 3,690
Location On-wing Shop On-wing On-wing
Remarks
Maintained by
Thai
Inducted to
preservation 27
December 2020
Installed on TQC
22 August 2020
ESN 10240 beyond
economical repair; to
be replaced by Rolls-
Royce
ESN 10243 installed
on TQC 28 March
2021
Final test and
document review of
Replacement Engine
in progress
Maintained by Thai
Inducted to
preservation 30
December 2020
Installed on TQD 25
August 2020
Maintained by Thai
Inducted to
preservation 30
December 2020
Installed on TQD 29
August 2020
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
22
Page
ASSET MANAGER REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Assets & Operations (continued)
Asset Managers actions to ensure asset value
Keeping the assets under management in the best possible condition is the top priority for DS Aviation as DP
Aircraft´s Asset Manager. Given the unfortunate combination of the two circumstances of Trent 1000 issues and
the Covid-19 pandemic, the Fund´s four aircraft are stored since different dates back in 2019. This, including some
findings during the inspections as well as NAS and Thai undergoing restructuring, make a closer monitoring of the
assets essential. All efforts are being made to bring TQC and TQD back in flight-ready condition as soon as possible
(the same applied in regard to LNA and LNB) and include, amongst others:
On-site representative;
Additional physical and records inspections as well as follow-up inspections;
Following-up on findings´ rectification;
Back-to Birth records review;
Regular calls with Lessee; and
Negotiation of asset condition as part of restructuring agreements.
Norwegian Air Shuttle
The annual physical inspection, including additional records review, of LNA and LNB was performed 27 February
2020 at Prestwick Airport. To follow-up on findings and to closely monitor the aircraft during the extended
grounding period, further three inspections had been performed at Prestwick Airport between July and August
2020. After Norwegian entered into Examinership in November 2020, the asset manager increased its on-site
presence to three to four days weekly to ensure that both aircraft were kept in an appropriate condition in
accordance with the manufacturer’s requirements, that all necessary actions are carried out - both from a technical
and economical point of view - and to support the allocation of all removed components being stored externally.
Additionally, a review of the records produced during the storage was carried out. After assessing the current
situation in January 2021, the on-site presence could be reduced to two days weekly. Regular weekly up-date calls
between the asset manager DS Aviation and the Lessee have been taking place since June 2020.
Furthermore, DS Aviation set-up a line of action to bring back the aircraft in flight-ready condition. This included
the relocation and reinstallation of the titled engines to the respective aircraft LNA and LNB. All necessary actions
required, amongst others logistics, engine removal from other aircraft and organisation of engine stands, had been
planned in detail. Besides, based on the above-mentioned allocation of all parts stored externally, a plan of their
respective reinstallation was set-up as well.
DS Aviation was obliged to stop all these above-mentioned actions on 27 February 2021 as the lenders took over
control of the assets themselves after enforcing their securities.
Thai Airways
Regarding TQC and TQD, the last annual inspection was performed during the fourth quarter of 2019. As a result
of the Covid-19 pandemic and prolonged storage of the aircraft, there has been follow-up inspections performed
in June and September 2020. As Thai Airways entered into business rehabilitation, the asset manager DS Aviation
arranged for an on-site representation. At the beginning, bi-weekly follow-up inspections were scheduled and
performed subject to Thai Airways´ staff availability which was limited by Covid-19 precautionary measurements.
The key objective is to ensure that both aircraft are kept in an appropriate condition in accordance with the
manufacturer’s requirements during the storage. Due to a close relationship between DS Aviation and Thai Airways
and the level of communication, the inspection interval was reduced to monthly repetitions.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
23
Page
ASSET MANAGER REPORT (CONTINUED)
THE ASSETS (CONTINUED)
Assets & Operations (continued)
Thai Airways (continued)
The current roadmap is that both aircraft will be brought back to flight ready condition by Thai Airways and to be
ferried to Don Muang Airport (Bangkok) to undergo a heavy maintenance check in May and June 2021 respectively.
All efforts are being made to bring both aircraft back into regular commercial operations as soon as possible subject
to any restrictions resulting from the Covid-19 pandemic (e.g. travel restrictions).
Comments and Conclusions
Covid-19 does not only impact airlines and the travel business but as consequence also the manufacturers
regarding their current deliveries as well as their future order books. As some airlines even downsize their fleet,
they are reluctant in placing new orders and look for opportunities to cancel orders or postpone deliveries. Boeing
announced stopping production of the B747 in 2020 and further to postpone its first B777X delivery.
In the first instance, airlines mostly retired bigger and older aircraft whereas efficient and new technology aircraft
such as B787s or A350s (as examples in the wide body segment) were less impacted. However, as airline failures
and airline restructurings increase as a consequence of the continuing travel restrictions, even new technology
aircraft have entered the secondary market. This in turn might be beneficial to speculators and new market
entrants, such as Norse Atlantic Airways, Flyr or Play, which are now able to close aircraft lease deals at extremely
low rates. However, such times are challenging for manufacturers and operating lessors alike. The enormous
number of stored aircraft and the increasing time in storage emphasises the importance to have, not only for the
airline but also lessors, a clear focus on the asset and the maintenance itself. Storage does not only mean to park
an aircraft but also to follow a pre-defined storage programme by the respective manufacturer. It is essential to
closely monitor the asset conditions and the storage programme, follow-up on any findings and put all efforts to
keep the value of the aircraft.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
24
Page
DIRECTORS
Jonathan (Jon) Bridel, Non-Executive Chairman (56)
Jon is a Guernsey resident and is currently a non-executive director of The Renewables Infrastructure Group
Limited (FTSE 250), Sequoia Economic Infrastructure Income Fund Limited (FTSE 250) and SME Credit Realisation
Fund Limited (in wind down) which are listed on the Main Market of the London Stock Exchange. Other companies
include Fair Oaks Income Fund Limited. Jon was previously Managing Director of Royal Bank of Canada’s
investment businesses in the Channel Islands and served as a director on other RBC companies including RBC
Regent Fund Managers Limited. Prior to joining RBC, Jon served in a number of senior management positions in
banking, specialising in credit and corporate finance and private businesses as Chief Financial Officer in London,
Australia and Guernsey having previously worked at Price Waterhouse Corporate Finance in London.
Jon graduated from the University of Durham with a degree of Master of Business Administration, holds
qualifications from the Institute of Chartered Accountants in England and Wales (1987) where he is a Fellow, the
Chartered Institute of Marketing and the Australian Institute of Company Directors. Jon is a Chartered Marketer
and a Member of the Chartered Institute of Marketing, a Chartered Director and Fellow of the Institute of Directors
and a Chartered Fellow of the Chartered Institute for Securities and Investment.
Jeremy Thompson, Non-Executive Director (65)
Jeremy Thompson is a Guernsey resident with sector experience in Finance, Telecoms, Aerospace and Oil & Gas.
He acts as a non-executive director to a number of businesses which include three private equity funds and to an
Investment Manager serving the listed NextEnergy Solar Fund Limited. In addition, Jeremy is also a non-executive
director of London listed Riverstone Energy Limited. Between 2005 and 2009 he was a director of multiple
businesses within a London based private equity group. This entailed board positions on both private, listed and
SPV companies and highly successful exits. Prior to that he was CEO of four autonomous global businesses within
Cable & Wireless PLC and earlier held CEO roles within the Dowty Group. Jeremy has studied and worked in the
UK, USA and Germany.
Jeremy currently serves as chairman of the States of Guernsey Renewable Energy Team and is a commissioner of
the Alderney Gambling Control Commission. He is also an independent member of the Guernsey Tax Tribunal
panel. Jeremy is an engineering graduate of Brunel (B.Sc) and Cranfield (MBA) Universities and attended the UK’s
senior defence course (Royal College of Defence Studies). He holds the Institute of Directors (IoD) Certificate and
Diploma in Company Direction and is an associate of the Chartered Institute of Arbitration. He completed an M.Sc
in Corporate Governance in 2016 and qualified as a Chartered Company Secretary in 2017.
Harald Brauns, Non-Executive Director (64)
Harald is a German banker with extensive experience in the specialised lending sector. He joined NORD/LB
Hannover, Germany in 1977 with a first engagement in the shipping segment. In 1985 he started the aircraft
finance activities for the bank from scratch. As the Global Head of Aircraft Finance, he built successively a team of
more than 40 dedicated aviation experts located in Hannover, New York and Singapore. Focused on an asset based
business model with sophisticated solutions for selected clients he and his team advanced to global leaders in
commercial aircraft finance with an exposure of well above US$ 10 bn split over a portfolio of 650 aircraft assets.
After more than 35 years in the aviation industry Harald retired in October 2019. He is a resident in Germany and
was appointed as a non-executive director of the Company with effect from 1 November 2019.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
25
Page
DIRECTORS’ REPORT
The Directors present their Annual Report and Audited Consolidated Financial Statements for DP Aircraft I Limited
for the year ended 31 December 2020.
Principal Activity and Review of the Business
The Company’s principal activity is to purchase, lease and then sell Boeing 787-8 Aircraft (the ‘Assets’). The
Company wholly owns six subsidiaries, DP Aircraft Guernsey I Limited, DP Aircraft Guernsey II Limited, DP Aircraft
Guernsey III Limited, DP Aircraft Guernsey IV Limited, DP Aircraft Ireland Limited and DP Aircraft UK Limited
(together the ‘Group’).
The investment objective of the Group is to obtain income and capital returns for the Company’s shareholders by
acquiring, leasing and then, when the Board considers it appropriate, selling the Assets.
The Company has made its investments in the Assets through its subsidiaries.
The Ordinary Shares of the Company are currently trading on the Specialist Fund Segment of the London Stock
Exchange.
Due to the impact of Covid-19 on the airline industry, lease agreements with Norwegian were amended during the
year prior to the lessee going into liquidation (further details in the Summary report on page 5) and Thai went into
debt rehabilitation which triggered a moratorium on all payments due from Thai (further details in the Summary
report on page 7). As at 31 December 2020, US$ 10,111,605 (2019: US$ Nil) was due from Thai and a lifetime
expected credit loss provision of US$ 10,111,605 (2019: US$ Nil) has been recognised against the balance due as
at year end, see note 14 for further details. There were no amounts contractually due from Norwegian as at 31
December 2020 however as documented in the Summary report on page 5, the group was due to receive a second
allocation of NAS shares at the end of the PBH arrangement. The group is uncertain as to how administration of
the NAS lessee of the aircraft will affect the second allocation of shares which was due in April 2021. Due to this
uncertainty and the situation as at the year end, no value has been attributed to the element of the second tranche
shares that would have been earned during 2020.
As noted below under ‘Subsequent Events’, post year end the Group has lost control of the two aircraft that were
leased to Norwegian, related rights under NAS leases as well as the related NAS shares.
Notwithstanding the requirement for the aircraft to be parked during the year for Trent 1000 repairs there are no
incidents to bring to the attention of Shareholders concerning the operation of the aircraft. Inspections have
revealed no matters of concern. Rolls Royce are continuing to address the Trent 1000 engine warranty related
issues which have not impacted on the Company’s revenues. A more detailed review of the business and prospects
is contained in detail in the Asset Manager’s Report on pages 13 to 23.
Results and Dividends
The loss for the year ended 31 December 2020 was US$ 155.1 million (year ended 31 December 2019, profit of
US$ 23.17 million).
Under normal circumstances, the Company aims to provide Shareholders with an attractive total return comprising
income, from distributions through the period of the Company’s ownership of the Assets, and capital, upon any
sale of the Assets. The Company targets a quarterly distribution in February, May, August and November of each
year. The target distribution is US$ 0.0225 per Share per quarter. One quarterly dividend has been paid during the
year ended 31 December 2020. All the dividends paid to date have met the US$ 0.0225 per Share target. The target
dividends are targets only and should not be treated as an assurance or guarantee of performance or a profit
forecast.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
26
Page
DIRECTORS’ REPORT (CONTINUED)
Results and Dividends (continued)
On 3 April 2020, the Company announced a suspension of dividends until further notice due to Covid-19 impact.
The suspension is continuing and due to recent developments as noted in Summary report on page 8, there is no
realistic prospect of the Company's shareholders receiving a dividend or other distribution for the foreseeable
future.
Subsequent Events
Refer to note 27 for further details regarding Subsequent Events.
Directors
The Directors of the Company, who served during the year and to date, are as shown below:
Jonathan Bridel;
Jeremy Thompson; and
Harald Brauns.
Directors’ interests
The Directors interests in the shares of the Company as at 31 December 2020 are set out below and there have
been no changes in such interests up to the current date:
Number of
ordinary shares
31
December 2020
Number of
ordinary shares
31 December 2019
Jon Bridel and connected parties 90,000 7,500
Jeremy Thompson
15,000
15,000
Harald Brauns
-
-
Principal Risks and Uncertainties
The Statement of Principal Risks and Uncertainties are as described on pages 38 to 40.
Substantial Shareholdings
The Directors note the following substantial interests in the Company’s share capital as at 31 December 2020 (10%
and more shareholding):
M&G Investment Management 52,158,421 – 24.92%
As at the date of this report there have been no significant changes in the above list of substantial shareholdings.
The Board
The Board comprises three non-executive Directors each of whom are independent.
Jeremy Thompson was appointed as Senior Independent Director (the ‘SID’) on 1 April 2016.
During the year ended 31 December 2020 the Board had a breadth of experience relevant to the Company and a
balance of skills experience and age.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
27
Page
DIRECTORS’ REPORT (CONTINUED)
The Board (continued)
The Board recognises the importance of diversity and will evaluate applicants to fill vacant positions regardless of
gender and without prejudice. Applicants will be assessed on their broad range of skills, expertise and industry
knowledge, and business and other expertise. In view of the long-term nature of the Company’s investments, the
Board believes that a stable board composition is fundamental to run the Company properly. The Board has not
stipulated a maximum term of any directorship.
Directors
As the Company is not a FTSE 350 company, Directors were not subject to annual election by the shareholders nor
for the requirement for the external audit contract to be put out to tender every 10 years. Historically, the
Directors had offered themselves by rotation for re-election at each annual general meeting (‘AGM’). Jon Bridel
and Harald Brauns were re-elected at the AGM on 10 July 2020. Jeremy Thompson is offering himself for re-
election at the forthcoming AGM.
The Directors are on a termination notice of three months.
Directors’ Duties and Responsibilities
The Board of Directors has overall responsibility for the Company’s affairs and is responsible for the determination
of the investment policy of the Company, resolving conflicts and for monitoring the overall portfolio of investments
of the Company. To assist the Board in the day-to-day operations of the Company, arrangements have been put
in place for the performance of certain of the day-to-day operations of the Company to third-party service
providers, such as the Asset Manager, Administrator and Company Secretary, under the supervision of the Board.
The Board receives full details of the Company’s assets, liabilities and other relevant information in advance of
Board meetings.
The Board undertakes an annual evaluation of its own performance and the performance of its audit committee
and individual Directors, to ensure that they continue to act effectively and efficiently and to fulfil their respective
duties, and to identify any training requirements. The results of the most recent evaluation have been reviewed
by the Chairman and his fellow directors. No significant corporate governance issues arose from this review.
The Board also undertakes an annual review of the effectiveness of the Company’s system of internal controls and
the safeguarding of shareholders’ investments and the Company’s assets. At each quarterly meeting the Board will
table and review a risk matrix. There is nothing to highlight from the reviews of these reports as at the date of this
report.
Board Meetings
The Board meets at least four times a year to consider the business and affairs of the Company for the previous
quarter. Between these quarterly meetings the Board keeps in contact by email and telephone as well as meeting
to consider specific matters of a transactional nature. There is regular contact with the Secretary.
The Directors are kept fully informed of investment and financial controls and other matters that are relevant to
the business of the Company. The Directors also have access, where necessary in the furtherance of their duties,
to professional advice at the expense of the Company.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
28
Page
DIRECTORS’ REPORT (CONTINUED)
Board Meetings (continued)
The Board considers agenda items laid out in the Notice and Agenda which are formally circulated to the Board
in advance of any meeting as part of the board papers. Such items include but are not limited to; investment
performance, share price performance, review of marketing and shareholder communication. The Directors may
request any Agenda items to be added that they consider appropriate for Board discussion. In addition, each
Director is required to inform the Board of any potential or actual conflict of interest prior to Board discussion.
Board meetings are attended by representatives of the Asset Manager. The Company’s corporate brokers also
attend to assist the Directors in understanding the views of major shareholders about the Company.
Board Meeting attendance
The table below shows the attendance at Board meetings and Audit Committee meetings during the year.
Director No of board meetings attended No of audit committee
meetings attended
Jonathan Bridel
4
4
Jeremy Thompson 4 4
Harald Brauns
4
4
No. of meetings during the year
4
4
The Directors also attended 75 ad-hoc Board and Committee meetings in addition to the regular quarterly
meetings as shown in the above table and the Chairman attended further meetings with various stakeholders and
on management related matters. The board also attended committee meetings for the Management Engagement
Committee and the Nominations Committee The significant number of meetings reflects the additional time the
Directors spent due to the significant industry developments and the resultant time spent with advisors.
Directors’ Remuneration
The remuneration of the non-executive Directors is reviewed on an annual basis and compared with the level of
remuneration for directorships of funds with similar responsibilities and commitments. It was subject to an
independent consultant review in 2017.
In February 2020 the board reviewed the current director fee levels (inclusive of all subsidiaries) and agreed that
remuneration levels of directors were set at the correct level, however it was proposed that the Directors
remuneration should be increased by annual inflation amount of 3.2% in line with the latest published
independent fee survey. This increase was effective from 1 April 2020.
During the current and prior year each Director received the following remuneration in the form of Directors’ fees
from Group companies:
Year ended
Year ended
31 December 2020 31 December 2019
£
US$
equivalent
£
/
US$
equivalent
Jonathan Bridel (Chairman)
9
6,000
124,994
£62,475
80,035
Jeremy Thompson (Audit Committee
Chairman)
78,100 101,665 £50,825 65,112
Angela Behrend-Görnemann - resigned 31
October 2019)
- €60,300 67,283
Harald Brauns (Management Engagement
Committee Chairman)
85,500 111,346 £9,500 12,591
US$
338,005
US$
225,021
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
29
Page
DIRECTORS’ REPORT (CONTINUED)
Directors’ Remuneration (continued)
Included in the table on the previous page is US$ 110,710 (£81,100) in relation to fees for extra services performed
by the Directors and the significant increase of committed time during 2020.
Although this is not finalised, it is currently the board’s intention where permissible to take the additional fees in
respect of 2020 together with 10% of the base fee from 2021 by way of equity in the company.
There are no executive director service contracts in issue.
Remuneration Policy
All directors of the Company are non-executive and therefore there are no incentive or performance schemes.
Each director’s appointment is subject to an appointment letter and article 24 of the Company’s articles of
association. Remuneration is paid quarterly in arrears and reflects the experience, responsibility, time,
commitment and position on the main board as well as responsibility for sitting on subsidiary boards when
required. The Chairman, Audit Chairman (SID) and other committee Chairman may receive additional
remuneration to reflect the increased level of responsibility and accountability. The maximum amount of directors’
fees payable by the Company in any one year is currently set at £200,000 in accordance with article 24.
Remuneration may if deemed appropriate also be payable for special or extra services if required in accordance
with article 24. This is defined as work undertaken in connection with a corporate transaction including a new
prospectus to acquire, finance and lease an aircraft and/or engines, managing a default, refinancing, sale or re-
lease of aircraft and for defending a takeover bid. This may include reasonable travel time if applicable. The board
may appoint an independent consultant to review fees if it is considered an above inflation rise may be
appropriate.
Internal Controls and Risk Management Review
The Board is responsible for the Companys system of internal control and for reviewing its effectiveness. The
Board confirms that there is an ongoing process for identifying, evaluating and monitoring the significant risks
faced by the Company.
The Board carries out an annual review of internal controls including those of the administrator. The internal
control systems are designed to meet the Company’s particular needs and the risks to which it is exposed.
Accordingly, the internal control systems are designed to manage rather than eliminate the risk of failure to
achieve business objectives and by their nature can only provide reasonable and not absolute assurance against
misstatement and loss.
The Directors of the Company clearly define the duties and responsibilities of their agents and advisors. The
appointment of agents and advisers is conducted by the Board after consideration of the quality of the parties
involved and the Board monitors their ongoing performance and contractual arrangements. Each service provider
is reviewed annually, and key risks and operating matters are addressed as part of that review.
Dialogue with Shareholders
All holders of Shares in the Company have the right to receive notice of, and attend, all general meetings of the
Company, during which the Directors are available to discuss issues affecting the Company. The Directors are
available to enter into dialogue with shareholders and make themselves available for such purpose when
reasonably required. The Company believes such communications to be important. Reports are provided to the
Board of Directors on shareholders’ views about the Company and any issues or concerns they might have.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
30
Page
DIRECTORS’ REPORT (CONTINUED)
Board Policy on Tenure and Independence
The Board has not yet formed a policy on tenure. However, it does consider the independence of each director on
an annual basis during the performance evaluation process. All directors are considered independent.
Auditor
KPMG, Ireland, Chartered Accountants have indicated their willingness to continue in office.
Going Concern – Material Uncertainty
The Directors have prepared the financial statements for the year ended 31 December 2020 on the going concern
basis. However, the Directors have identified the matters referred to below, in addition to Company operational
requirements that may not be within the control of the Company, which indicate the existence of a material
uncertainty that may cast doubt on the entity's ability to continue as a going concern and that the company may,
as a consequence, be unable to realise its assets and discharge its liabilities in the normal course of business.
Covid-19 has resulted in widespread restrictions on the ability of people to travel, socialise and leave their homes
and has had a material negative effect on the airline sector, and by extension the aircraft leasing sector. The
Company leased four (4) Boeing 787 aircraft (the Aircraft’), two each to Norwegian Air Shuttle ASA (‘NAS’) and
Thai Airways International (‘Thai). The NAS lease terminations are currently being finalised.
The application of the going concern basis of preparation is dependent upon the Company’s aircraft leasing and
the related financing activities as described below.
Thai - Leases and related Loans
The Thai Leases
Thai Airways rehabilitation process is currently ongoing, on 2 March 2021 a business rehabilitation plan was
submitted for Thai Airways and is being considered by the creditors for approval. On that same date, the Company
signed a LOI with Thai Airways under which the parties agreed to amend the existing lease terms. The new terms
provide for a PBH arrangement until the end of next year (i.e. rent will be payable by reference to actual monthly
utilisation of the Thai aircraft), with scaled back monthly lease payments thereafter, reflecting the reduced rates
now seen in the market. The lease term will be extended by 3 years to December 2029, after consulting the Lenders
retaining a right of early termination in 2026. Thai Airways has also undertaken to ensure that the Thai aircraft are
airworthy and in flight ready condition in all respects by 30 June 2021, and on an ongoing basis. A corresponding
agreement has been reached with the bank providing finance for the aircraft leased to Thai airways, see below.
The Thai Loans
On 6 May 2021, following the new lease arrangements entered into by the Company and Thai as described above,
the Company and Dekabank have amended and restructured the existing loan facility agreements in respect of the
Thai aircraft to accommodate the new lease terms. Repayments of principal will be deferred until the end of the
PBH arrangement; and the Company and Dekabank will enter into discussions at that time to determine how best
to schedule interest payments, principal repayments and a final balloon repayment, having regard for both the
income being received by the Company in respect of the Thai aircraft, and the running costs of the Company and
its subsidiaries. The loan is secured by charges over the two Thai aircraft and the underlying leases.
The Directors expect that the Thai rehabilitation plan will succeed and, under the terms of the new lease to be
entered into with Thai based on the LOI signed on 2 March 2021 and the corresponding agreement reached with
the bank providing finance for the aircraft leased to Thai airways (Dekabank), the Company will have sufficient
liquidity from (i) the lease payments from Thai and (ii) utilising certain of its own funds to continue to meet all of
its obligations under the Thai Loans as well as operating costs for the Group.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
31
Page
DIRECTORS’ REPORT (CONTINUED)
Going Concern – Material Uncertainty (continued)
Norwegian Leases and related Loans
The NAS leases
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December 2020 as
detailed in note 3a. The Group has taken back control of the two aircraft that were leased to Norwegian. The Group
has submitted claims against NAS for lease rentals due and other losses suffered but do not expect to receive any
compensation. See below for further information in relation to the bank taking over rights under lease contracts.
The NAS Loans
As detailed under ‘Subsequent Events’, on 24 February 2021, NordLB declared an Event of Default under the
relevant loan agreements with the Company's two borrower subsidiaries, enforced rights under the relevant
security documents and took control of the process of disposing of the two NAS aircraft, with the proceeds of
sale (along with relevant aircraft-specific cash balances, claims against Norwegian and shares in Norwegian held
as security) being applied in the first instance to pay off any outstanding amounts owed to the bank, and any
balance remaining thereafter being remitted to the relevant subsidiaries of the Company. The Directors consider
it highly unlikely that Company will receive any benefit from NordLB as a result of the aforementioned process as
it is expected that the bank will sell the aircraft at an amount required to cover the loan.
These developments impact solely upon the two NAS aircraft; they have no effect upon the
Company's arrangements in respect of the aircraft which it leases to Thai Airways; and there is no recourse by
NordLB to the Company itself.
Conclusion
The Directors have considered the Group’s cash requirements for a period of 12 months from the signing of these
financial statements. This forecast shows the likely need for further equity to be raised to fund the period post 12
months and to allow for other contingencies given the companies circumstances. However, the Directors believe
that it is appropriate to prepare these financial statements under the going concern basis of preparation due to:
The continuing support of Dekabank which made loans to the Group (with certain loan concessions);
The ongoing viability of Thai Airways, expectation that Thailand’s Central Bankruptcy Court will approve the
revised lease per the LOI and, the ability of Thai Airways to satisfy the terms of the LOI for the revised lease;
The expectation that an equity fund raise will be successful based on liaison with sufficient shareholders;
Having regard to the limited recourse nature of the loans which means NordLB debt default impacts solely
upon the two NAS aircraft and have no effect upon the Company's arrangements in respect of the aircraft
which it leases to Thai Airways; and there is no recourse by NordLB to the Company itself; and
The expectation that all operational requirements will continue to be fulfilled.
No adjustments have been made to the financial statements in the event that the Company was unable to
continue as a going concern.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
32
Page
DIRECTORS’ REPORT (CONTINUED)
Viability Statement
As with previous reports the Directors regularly assess the viability of the Company with respect to the impacts of
the potential, and in the case of this year some crystallised risks, it faces.
The Company has been in extensive negotiations with both its lenders and its lessees during the year and
subsequent to the year end. With both NAS and Thai entering restructuring arrangements the Company has had
no lease rental income from April 2020 (NAS aircraft) and June 2020 (Thai aircraft) and in the case of NAS has been
faced with the lenders placing those assets into receivership. There is no guarantee that any realised proceeds will
allow any repayment to the Company.
Whilst the Company has visibility of a (long) term lease with Thai Airways stretching through a period to 2029 with
an early termination option in 2026 the Company still faces known events which need to be overcome before the
Directors can confidently provide an assessment of viability beyond 12 months and even this period is subject to
material uncertainties including Company operational requirements that may not be within the control of the
Company.
Foremost amongst the near term risks is the successful emergence from restructuring of Thai and the recovery
from Covid related restrictions to their tourist economy and having the aircraft in an operational state at the end
of June 2021 (as requested by the Thai Lenders). The Company has negotiated via its Asset Manager an interim
power by the hour (PBH) arrangement up to the end of 2022. There is no guarantee at what level the Company’s
aircraft will be utilised during this period and therefore no guaranteed income to the Company until the
commencement of the agreed conventional monthly lease rentals from January 2023.
The Company will require continuing support from its shareholders to ensure that it maintains sufficient funding
to allow it to face what still remains an uncertain future.
The respective Thai LOI‘s have been concluded and it is important that both LOI’s are converted to execution
agreements within the month of May.
The Directors regularly consider and assess the viability of the Company and takes into account the Company’s
current position and the potential impact of the principal risks outlined below.
Given the unprecedented circumstances caused by Covid-19, the Directors have reviewed additional scenarios but
it must be stressed there are certain scenarios which will likely require additional support of shareholders.
The Directors continue to consider that an investment in the Company should be regarded as long term in nature
and is suitable only for sophisticated investors, investment professionals, high net worth bodies corporate,
unincorporated associations and partnerships and trustees of high value trusts and private clients (all of whom will
invest through brokers), in each case, who can bear the economic risk of a substantial or entire loss of their
investment and who can accept that there may be limited liquidity in the Shares.
The Directors consider that the Notes to the Financial Statements are integral to the support of the Viability
Statement.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
33
Page
DIRECTORS’ REPORT (CONTINUED)
Annual General Meeting
The AGM of the Company will be held in Guernsey on 1 July 2021 at East Wing, Trafalgar Court, Les Banques,
St Peter Port, Guernsey. The meeting will be held to, inter alia; receive the Annual Report and Audited Consolidated
Financial Statements; elect and re-elect Directors; propose the reappointment of the auditor; authorise the
Directors to determine the auditor’s remuneration; approve the Directors’ remuneration policy; authorise the
Company to issue and allot new shares and approve a partial disapplication of the pre-emption rights to allow the
Company to issue new shares by way of tap issues. Given the ongoing challenges regarding Covid-19, it is likely the
AGM will be restricted to two shareholders and shareholders are encouraged to vote in advance by proxy. The
formal notice of AGM will be issued to shareholders in due course.
The Board continues to welcome engagement with its shareholders and those who have questions relating directly
to the business of the AGM can forward their questions to the Company Secretary by email to
DPA@aztecgroup.co.uk by no later than one week before the AGM, being 24 June 2021.
A Q&A reflecting the questions received and responses provided will be made available on the Company’s website
at www.dpaircraft.com as soon as practicable following the AGM.
Corporate Governance
The Company is not required to comply with any particular corporate governance codes in the UK or Guernsey but
the Directors take corporate governance seriously and will have regard to relevant corporate governance
standards in determining the Company’s governance policies including without limitation in relation to corporate
reporting, risk management and internal control procedures.
The Directors intend to comply, and ensure that the Company complies, with any obligations under the Companies
(Guernsey) Law, 2008 and the Articles to treat shareholders fairly as between themselves.
Directors’ Share Dealings
The Board has agreed to adopt and implement the Model Code for Directors’ dealings contained in the Listing
Rules. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the
Model Code.
Board Committees
The Board of Directors has established an audit committee, which operates under detailed terms of reference,
copies of which are available on request from the Company Secretary. Details of the Company Secretary are
included within the Company information on pages 98 and 99.
The Board have established a Management Engagement Committee which reviewed the performance of the Asset
Manager and the key service providers at least annually and this review includes a consideration of the service
providers’ internal controls, risk management, operational management, information technology and their
effectiveness.
Alternative Investment Fund Managers Directive (‘AIFMD’)
In July 2013 the European Alternative Investment Fund Management Directive (‘AIFMD’) came into effect with
transitional provisions until July 2014. The Company has been determined to be a ‘self-managed’ Guernsey
Alternative Investment Fund (‘AIF’) and as such will be treated as a non-EU AIFM for the purposes of the Directive.
The Company has registered with the Financial Conduct Authority (and notified the Guernsey Financial Services
Commission) under the AIFMD (Marketing) Rules, 2013.
For a non-EU AIFM that has over EUR 100 million (equivalent to US$ 123 million at 31 December 2020) of net
assets under management and also utilises leverage, certain Annual Investor Disclosures are required.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
34
Page
DIRECTORS’ REPORT (CONTINUED)
Alternative Investment Fund Managers Directive (‘AIFMD’) (continued)
For the purpose of AIFMD, the Company is a Self-Managed Alternative Investment Fund Manager with assets
above the EUR 100 million (equivalent to US$ 123 million at 31 December 2020), with leverage, threshold.
AIFMD does not prescribe use of any one particular accounting standard. However, the financial statements must
be audited by an auditor empowered by law to audit the accounts in accordance with the EU Statutory Audit
Directive.
The required disclosures for investors are contained within the Financial Conduct Authority checklist and the
Company’s compliance therewith can be found in Appendix 1 to these financial statements.
Brexit
The Directors do not expect that the recent UK withdrawal from the EU will have a significant impact on the
Company given the nature of its operations. However, they continue to monitor the airline industry for any
potential impact on the Company.
By order of the Board
Jonathan Bridel Jeremy Thompson
Director Director
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
35
Page
REPORT OF THE AUDIT COMMITTEE
On the following pages, we present the Audit Committee (the ‘Committee’) Report for 2020, setting out the
Committee’s structure and composition, principal duties and key activities during the year. The Committee has
reviewed the Company’s financial reporting, the independence and effectiveness of the independent auditor (the
‘auditor’) and the internal control and risk management systems of service providers.
The Board is satisfied that for the period under review and thereafter the Committee has recent and relevant
commercial and financial knowledge sufficient to satisfy the requirements of the Committee’s remit.
Structure and Composition
The Committee is chaired by Mr Thompson and its other members are Mr Bridel and Mr Brauns.
The Committee conducts formal meetings not less than three times a year. There were four meetings during the
period under review and multiple ad-hoc meetings. All Directors were present and forming part of the quorum.
The auditor is invited to attend those meetings at which the annual and interim reports are considered.
Principal Duties
The role of the Committee includes:
Monitoring the integrity of the published financial statements of the Group;
Keeping under review the consistency and appropriateness of accounting policies on a year to year basis;
Satisfying itself that the annual financial statements, the interim statement of financial results and any other
major financial statements issued by the Group follow International Financial Reporting Standards and give
a true and fair view of the Group and its subsidiaries’ affairs; matters raised by the external auditors about
any aspect of the financial statements or of the Group’s internal control, are appropriately considered and,
if necessary, brought to the attention of the board, for resolution;
Monitoring and reviewing the quality and effectiveness of the auditor and their independence;
Considering and making recommendations to the Board on the appointment, reappointment, replacement
and remuneration of the Group’s auditor;
Monitoring and reviewing the internal control and risk management systems of the service providers; and
Considering at least once a year whether there is a need for an internal audit function.
The complete details of the Committee’s formal duties and responsibilities are set out in the Committee’s terms
of reference, a copy of which can be obtained from the Secretary.
Independent Auditor
The Committee is also the forum through which the auditor reports to the Board of Directors. The Committee
reviews the scope and results of the audit, its cost effectiveness and the independence and objectivity of the
auditor, with particular regard to the terms under which it is appointed to perform non-audit services including
fees. The Committee has established pre-approval policies and procedures for the engagement of KPMG, Ireland
(‘KPMG’) to provide non-audit services. KPMG has been the independent auditor from the date of the initial listing
on the Specialist Fund Segment of the London Stock Exchange.
The audit fees proposed by the auditor each year are reviewed by the Committee taking into account the Group’s
structure, operations and other requirements during the year and the Committee make appropriate
recommendations to the Board. The Committee considers KPMG to be independent of the Company. The
Committee also met with the external auditors without the Asset Manager or Administrator being present so as
to provide a forum to raise any matters of concern in confidence.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
36
Page
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
Evaluations or Assessments made during the year
The following sections discuss the assessments made by the Committee during the year:
Significant Areas of Focus for the Financial Statements
The Committee’s review of the interim and annual financial statements focused on:
Valuation of the Company’s Assets (more detail in relation to the approach is in note 3);
Lease and loan cash flows;
The financial statements giving a true and fair view and being prepared in accordance with International
Financial Reporting Standards and the Companies (Guernsey) Law, 2008; and
Going concern and the viability statement including the creation of scenario planning and review.
Effectiveness of the Audit
The Committee had formal meetings with KPMG during the period under review:
Before the start of the audit to discuss formal planning, discuss any potential issues and agree the scope
that will be covered; and
After the audit work was concluded to discuss any significant matters such as those stated above.
The Board considered the effectiveness and independence of KPMG by using a number of measures, including but
not limited to:
The audit plan presented to them before the start of the audit;
The audit results report;
Changes to audit personnel;
The auditor’s own internal procedures to identify threats to independence; and
Feedback from both the Asset Manager and Administrator.
Internal Audit
There is no internal audit function. As all of the Directors are non-executive and all of the Company’s administration
functions have been delegated to independent third parties, the Audit Committee considers that there is no need
for the Company to have an internal audit function. However, this matter is reviewed periodically.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
37
Page
REPORT OF THE AUDIT COMMITTEE (CONTINUED)
Conclusion and Recommendation
After reviewing various reports such as the operation and risk management framework and performance reports
from the Directors and the Asset Manager, and assessing the significant areas of focus for the financial statements
listed on pages 47 to 50, the Committee is satisfied that the financial statements appropriately address the critical
judgements and key estimates (both in respect to the amounts reported and the disclosures).
The Committee is also satisfied that the significant assumptions used for assessing going concern and, determining
the value of assets and liabilities have been appropriately scrutinised, challenged and are sufficiently robust. The
independent auditor reported to the Committee that no material misstatements were found in the course of its
work. Furthermore, the Administrator confirmed to the Committee that they were not aware of any material
misstatements including matters relating to presentation.
The Committee confirms that it is satisfied that the independent auditor has fulfilled its responsibilities with
diligence and professional scepticism. Following the completion of the financial statements review process on the
effectiveness of the independent audit and the review of audit services, the Committee will recommend that
KPMG be reappointed at the next Annual General Meeting.
For any questions on the activities of the Committee not addressed in the foregoing, a member of the Committee
will attend each Annual General Meeting to respond to such questions.
By order of the Audit Committee
Jeremy Thompson
Audit Committee Chairman
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
38
Page
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES
Geopolitical and economic risks
The Company leases aircraft to customers in multiple jurisdictions exposing it to (i) many and varying economic,
social, legal and geopolitical risks, (ii) instability in key markets and (iii) global health pandemics. The Directors
continue to monitor the development of Covid-19 and are continuing to assess the impact on the Company.
Exposure to multiple jurisdictions may adversely affect the Company’s future performance, position and growth
potential. The adequacy and timeliness of the Company’s response to emerging risks in these jurisdictions are of
critical importance to the mitigation of their potential impact on the Company.
Exposure to the commercial airline industry
As a supplier to and partner of the airline industry, the Group is exposed to the financial condition of the airline
industry as it leases its aircraft to commercial airline customers. The financial condition of the airline industry is
affected by, among other things, geopolitical events, outbreaks of communicable pandemic diseases and natural
disasters, fuel costs and the demand for air travel. To the extent that any of these factors adversely affect the airline
industry they may result in (i) downward pressure on lease rates and aircraft values, (ii) higher incidences of lessee
defaults, restructuring, and repossessions and (iii) inability to lease aircraft on commercially acceptable terms.
NAS
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December 2020 as
detailed in note 3a. The group has submitted claims against NAS for losses suffered but do not expect to receive
any compensation into the Group due to the related lending bank enforcing their security rights over the lease
contracts after declaring an Event of Default post year end.
Thai Airways
Thai went into debt rehabilitation during the year and the process is still ongoing at the time of issue of these
financial statements. There is risk that the results of the rehabilitation process will be unfavourable to the Group.
Rental due up to 14 September 2020 are to be resolved as part of the rehabilitation and there is no guarantee that
the group will recover partially or in full the amounts due. Furthermore, the terms agreed with Thai per the LOI
entered into post year end on 2 March 2021 are subject to approval as part of the rehabilitation process as well.
There is a risk that these terms may not be approved as they are.
Some of Thai’s 787’s are grounded, including both the Company’s aircraft, in one case awaiting a replacement
engine. The timing of the replacement engine is under current negotiation and likely to be tested and installed
during Q2 2021. The storage conditions of our aircraft are monitored to ensure the aircraft are protected to
industry standards.
The impact of the Covid-19 is likely to impact passenger numbers for Thai given the reduced Chinese and regional
demand.
Covid-19 Impact
COVID-19 has spread across the globe, with major outbreaks across China, the Middle East, Europe and America,
resulting in widespread restrictions on the ability of people to travel, socialise and leave their homes. COVID-19
has had a significant for the airline sector, and by extension the aircraft leasing sector. During the year both
Lessee’s have requested lease payment relief, one has entered into restructuring and one going into liquidation
post year end. Given the continuing evolution of the significant impact of, and the uncertainties created by COVID-
19, this has meant that this risk has now become the most significant.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
39
Page
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
Asset risk
The Company’s Assets comprise of four Boeing 787-8 aircraft. However, two aircraft that were leased to NAS
have subsequent to year end, been taken over by NordLB following NordLB declared an Event of Default on its
loan agreements and enforced its security rights to the aircraft.
The Group bears the risk of selling or re-leasing the remaining aircraft in its fleet at the end of their lease terms or
if the lease is terminated. If demand for aircraft decreases market lease rates may fall, and should such conditions
continue for an extended period, it could affect the market value of aircraft in the fleet and may result in an
impairment charge. The Directors have engaged an asset manager with appropriate experience of the aviation
industry to manage the fleet and remarket or sell aircraft as required to reduce this risk. Any lasting impact of the
Covid-19 situation on both aircraft demand and lease rated are at present unknown.
There is no guarantee that, upon expiry or cessation of the leases, the Assets could be sold or released for an
amount that would enable shareholders to realise a capital profit on their investment or to avoid a loss. Costs
regarding any future re-leasing of the assets would depend upon various economic factors and would be
determinable only upon an individual re-leasing event. Potential reconfiguration costs could in certain
circumstances be substantial.
Key personnel risk
The ability of the Company to achieve its investment objective is significantly dependent upon the advice of certain
key personnel at DS Aviation GmbH & Co. KG; there is no guarantee that such personnel will be available to provide
services to the Company for the scheduled term of the Leases or following the termination of the Lease. However,
Key Man clauses within the Asset Management agreement do provide a base line level of protection against this
risk.
Credit risk & Counterparty risk
Credit risk is the risk that a significant counterparty will default on its contractual obligations. The Group’s most
significant counterparties are Norwegian and Thai Airways as lessees and providers of income and Norddeutsche
Landesbank Girozentrale (‘NordLB’) and DekaBank Deutsche Girozentrale (‘DekaBank’) as holder of the Group’s
cash and restricted cash. The lessees do not maintain a credit rating. Subsequent to the year end the lessee of the
NAS aircraft has gone into liquidation and the lease terminations are in the process being finalised. Thai Airways is
currently undergoing a restructuring review. The credit rating of NordLB is A3 (2019: A3) and the credit rating of
DekaBank is Aa2 (2019: Aa2). NordLB has, post year end, declared an Event of Default on its loan agreements and
enforced its security rights, see note 27 for further details.
There is no guarantee that the business rehabilitation process of Thai Airways will be successful. Failure of any
material part of the business rehabilitation plan may have an adverse impact on its ability to comply with its
obligations under the leases or the LOI entered into post year end.
Any failure by Thai Airways to pay any amounts when due would have an adverse effect on the Group’s ability to
comply with its obligations under the Dekabank loan agreements and could result in the lenders enforcing their
security and selling the relevant Assets on the market potentially negatively impacting the returns to investors. In
mitigation, Thai Airways is an International full-service carrier and is important to Thai’s economy and as such it is
unlikely that the Government will not provide it with the necessary support to see it through its restructure.
However, there is no guarantee and hence a significant risk remains.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
40
Page
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES (CONTINUED)
Liquidity risk
In order to finance the purchase of the Assets, the Group has entered into four separate loan agreements pursuant
to which the Group has borrowed an initial amount of US$ 316,600,000 in total. Pursuant to the loan agreements,
the lenders are given first ranking security over the Assets. Under the provisions of each of the loan agreements,
the Borrowers are required to comply with loan covenants and undertakings. A failure to comply with such
covenants or undertakings may result in the relevant lenders recalling the relevant loan. In such circumstances,
the Group may be required to remarket the relevant Asset (either sell or enter into a subsequent lease) to repay
the outstanding relevant loan and/or re-negotiate the loan terms with the relevant lender.
More detailed explanations of the above risks can be found within note 23 to the Audited Consolidated Financial
Statements on pages 72 to 78 of this report. Also, please see Summary report page 5 for details regarding NordLB
loan default and the resulting actions taken by the lending bank.
Boeing
Company exposure to Boeing in terms of ongoing guarantees and commitments could be negatively impacted with
any ongoing 737-Max problems and as yet the financial impact upon Boeing in terms of financial compensation
and potential loss of orders is not known although it is expected these matters will be resolved in time.
Rolls Royce
Company exposure to Rolls Royce in terms of ongoing guarantees and commitments could be negatively impacted
with the Trent 1000 engine issues and as yet the financial impact upon Rolls Royce in terms of financial
compensation, loss of capacity and loss of orders is not known. The Company believes that its engines will actually
benefit from the current maintenance and refurbishments under way. Announcements by RR have implied that
the LPT and other issues are now under control.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
41
Page
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the financial statements in accordance with the applicable financial
reporting framework. They have decided to prepare the financial statements in accordance with International
Financial Reporting Framework (‘IFRS’). The financial statements are required by law to comply with the
Companies (Guernsey) Law, 2008.
The Directors are also responsible for ensuring its Annual Report and Audited Consolidated Financial Statement
meet the requirements of the UK’s FCA Disclosure and Transparency Rules.
In preparing these financial statements, the Directors have:
Selected suitable accounting policies and applied them consistently;
Made judgements and estimates that are reasonable and prudent;
Stated whether they have been prepared in accordance with IFRS;
Assessed the Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern; and
Used the going concern basis of accounting unless they either intend to liquidate the Company or cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy
at any time the assets, liabilities, financial position and profit or loss of the Company and which enable them to
ensure that these financial statements comply with IFRS and the Companies (Guernsey) Law, 2008. They are also
responsible for such internal controls as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and have a general
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 financial information included on the
Company’s website. Legislation in Guernsey governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Signed on behalf of the Board by
Jonathan Bridel Jeremy Thompson
Director Director
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
42
Page
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DP AIRCRAFT I LIMITED
1. Report on the Audit of the Financial Statements
Opinion
We have audited the consolidated financial statements of DP Aircraft I Limited (“the Company”) and its subsidiaries
(together and hereinafter the “Group”) which comprise the consolidated statement of financial position as at 31
December 2020, the consolidated statement of comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows for the year then ended, and notes, comprising significant
accounting policies and other explanatory information.
In our opinion, the accompanying financial statements
give a true and fair view of the financial position of the Group as at 31 December 2020, and of its financial
performance and its cash flows for the year then ended;
have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB); and
have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in Guernsey together with the Financial Reporting Council (FRC)’s
Ethical Standard as applied to listed entities and we have fulfilled our other ethical responsibilities in accordance
with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2-a (‘Significant Accounting Policies Basis of Preparation Going Concern’) in the
financial statements, which outlines the Group’s dependencies on the ongoing viability of Thai Airways and their
ability to satisfy the letter of intent entered into on 2 March 2021 which amended the existing lease terms and the
related agreement of the Group’s lenders (Dekabank) which amended the existing loan facility agreement to
accommodate the revised lease terms. The amended lease is subject to the approval of the Thai courts and this
approval alongside the continuing support of Dekabank are key uncertainties in the coming 12 months.
Furthermore, the directors consider that there is an expectation that the Group will require further equity to be
raised in the period post 12 months from the date of approval of these financial statements. These events or
conditions indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of our
audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty
Related to Going Concern section, we have determined the matters described below to be the key audit matters
to be communicated in our report.
Going Concern
Please see paragraph above “Material Uncertainty Related to Going Concern”.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
43
Page
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DP AIRCRAFT I LIMITED (CONTINUED)
1. Report on the Audit of the Financial Statements (continued)
Valuation of PPE – Aircraft & related components $126.6 million (2019: $400.6 million) / Assets held for sale
$82.0 million (2019: $nil)
Refer to page 51 (accounting policy) and page 70 (financial disclosures)
The key audit matter
At 31 December 2020, the
carrying value of the Group’s
aircraft portfolio, including
related components amounted
to $208.6 million or 80% of
total assets.
The Group applies the
requirements of IAS-36
Impairment of Assets (‘IAS-36’)
in order to determine whether
it is necessary to recognise an
impairment loss on any aircraft
and related assets.
In relation to the assets
classified as held for sale the
Group applies IFRS 5 and
carries the assets at the lower
of their carrying amount and
fair value less costs to sell.
There is significant risk relating
to the valuation of aircraft
given the judgemental nature
of the assumptions, and inputs
to the impairment model,
including any adjustments
made to the market values in
the independent valuations
obtained, that require
consideration by the Board of
Directors.
How the matter was addressed in our audit
In relation to the audit of the impairment assessment of aircraft and
related components, the procedures we undertook included, amongst
others:
We obtained an understanding of and documented the key control
around the impairment assessment of aircraft and related components,
testing the effectiveness of the design and implementation of the control,
including consideration of approval by the Board of Directors.
We inquired of the Board of Directors about plans for aircraft disposals or
other actions that may negatively impact on aircraft recoverable
amounts.
We evaluated the (i) competence, capabilities and objectivity of experts
employed by the Group to provide aircraft current market values and (ii)
the appropriateness of their work as audit evidence. We obtained the
current market value reports from the independent valuers to validate
these inputs to the impairment model and compared to internal data
sources to determine they were reasonable. Furthermore, we obtained
evidence of recent market transactions to support any adjustments made
to these values
We evaluated the Board of Directors identification of impairment
indicators, and assessed the methodology adopted in its impairment
model with reference to our understanding of the Group’s business and
the requirements of IAS-36. We assessed the calculations underlying the
impairment model by checking that the data and assumptions input into
the model were in agreement with those that we had evaluated.
We also evaluated the classification of aircraft as held for sale.
We assessed for aircraft classified as Held for Sale in accordance with IFRS
5 that they were carried at the lower of their carrying value and fair value
less costs to sell with reference to the market values in the independent
valuers reports.
We assessed the adequacy of the disclosures made by the Group
regarding the impairment assessment of aircraft and related components
in the financial statements for compliance with the relevant accounting
standards. We assessed that the events disclosed that occurred post year
end were non-adjusting events in accordance with IAS 10
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
44
Page
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DP AIRCRAFT I LIMITED (CONTINUED)
1. Report on the Audit of the Financial Statements (continued)
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires
us to report to you if, in our opinion:
the Company has not kept proper accounting records; or
the financial statements are not in agreement with the accounting records; or
we have not received all the information and explanations, which to the best of our knowledge and belief
are necessary for the purpose of our audit.
Other information
The Directors are responsible for the other information. The other information comprises the information included
in the Highlights, Chairman’s Statement, Asset Managers Report, Report of the Audit Committee, Statement of
Principal Risks and Uncertainties, and Company Information.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
2. Respective responsibilities and restrictions on use
Responsibilities of the Directors and Those Charged with Governance for the Financial Statements
The Directors are responsible for the preparation and fair presentation of the financial statements in accordance
with IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error, assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
45
Page
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DP AIRCRAFT I LIMITED (CONTINUED)
2. Respective responsibilities and restrictions on use (continued)
Auditors’ Responsibilities for the Audit of the Financial Statements (continued)
Further details relating to our work as auditor is set out in the Scope of Responsibilities Statement contained in the
appendix to this report, which is to be read as an integral part of our report.
Our report is made solely to the Company’s Shareholders, as a body, in accordance with section 262 of the
Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s
Shareholders 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’s
Shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
Niall Naughton 12 May 2021
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Harbourmaster Place
IFSC
Dublin 1
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
46
Page
INDEPENDENT AUDITOR’S REPORT TO THE SHAREHOLDERS OF DP AIRCRAFT I LIMITED (CONTINUED)
Appendix to the Independent Auditors Report
Further information regarding the scope of our responsibilities as auditor
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However
future events or conditions may cause the Group’s to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the (consolidated) financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
47
Page
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2020
Year ended
Year ended
31 December
2020
31 December
2019
Note US$ US$
Income
Lease rental income
4
47,285,2 33
57,383,60 4
Lease related
income
5
41,334,8 54
-
88,620,0 87 57,383,60 4
Expenses
Asset management fees
2
6
(1,032,327)
(1, 007, 14 9)
Asset manager’s disposal fee 26 2,479,634 (622 ,990)
General and
administrative expenses
6
(2,
472,196
)
(987 ,816)
Expected credit loss
on receivables
1
4
(
11,416,24 4
)
-
Depreciation and
a
mortisation
10
(21,714,435)
(22 ,227,528)
Impairment loss
on aircraft and related components
10
(
170,317,511
)
-
(204,473,079) (24 ,845,483)
Operating
(loss)/
profit
(
115,852,992
)
32,538,12 1
Finance costs
7
(
15,724,08 6)
(9, 758, 81 5)
Loss on financial assets at fair value 12 (24,859,692) -
Gain on derivatives at fair value
2
4
1,242,805
-
Finance income
107 ,930
446,665
Net Finance Costs
(
3
9,233,043
)
(9, 312, 15 0)
(Loss)/Profit before tax (155,086,035) 23,225,971
Taxation
8
(
41,01
6
)
(56 ,902)
(
L
oss)/
Profit for the year
(
155,127,051
)
23,169,06 9
Other Comprehensive (Loss)/Income
Items that are or may be reclassified to profit or loss
Cash flow hedges
changes in fair value
(
3,462,55
4
)
(2, 691, 36 8)
Cash flow hedges – reclassified to profit or loss 5,811,395 188,730
Cash flow hedge
loss
2
4
2,348,841
(2, 502, 63 8)
Total Other Comprehensive Income
/(Loss)
2,34
8
,841
(2, 502, 63 8)
Total Comprehensive (Loss)/Income for the year (152,778,210) 20,666,431
(Loss)/
Earnings
per Share
for the year
basic and diluted
9
(0.
74105
)
0. 11 0 68
All income is attributable to the Ordinary Shares of the Company.
The notes on pages 51 to 97 form an integral part of these financial statements.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
48
Page
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2020
2020
2019
Note US$ US$
NON
-
CURRENT ASSETS
PPE
Aircraft & Related Components
10
126,600,000
400,631,94 6
Total non-current assets 126,600,000 400,631,94 6
CURRENT ASSETS
Assets
held for sale
1
1
8
2
,
00
0,000
-
Investment held at fair value
12
15,630,5 26
-
Cash and cash equivalents
6,949,167
12,216,09 3
Restricted cash 13 27,438,3 32 34,563,67 1
Trade and other receivables 14 45 ,930 3 63,576
Total current
assets
1
32,063,955
47,143,34 0
TOTAL ASSETS 258,663,955 447,775,28 6
EQUITY
Share Capital
19
210,556,652
210,556,65 2
Retained Earnings 20 (152,345,457) 7,491,594
Hedging Reserve
20
-
(2, 34 8, 84 1)
Total equity 58,211,1 95 2 15,699,405
NON
-
CURRENT LIABILITIES
Bank borrowings 18 - 163,739,43 0
Maintenance reserves 15 14,460,682 20,207,62 2
Security deposits 15 - 13,264,420
Derivative instrument liabilities
24
-
2,348,843
Asset Manager disposal fee
26
-
2,479,634
Total non-current liabilities 14,460,6 82 2 02,039,949
CURRENT LIABILITIES
Bank borrowings
18
1
80,915,582
27,107,31 1
Derivative instrument liabilities
24
4,183,715
-
Deferred income 16 - 2,487,409
Trade and other payables
17
892 ,781
441,212
Total current liabilities 185,992,0 78 30,035,932
TOTAL LIABILITIES
200,452,760
232,075,88 1
TOTAL EQUITY AND LIABILITIES
258,663,955
447,775,28 6
The financial statements on pages 47 to 97 were approved by the Board of Directors and were authorised for issue
on 12 May 2021. They were signed on its behalf by:
Jonathan Bridel Jeremy Thompson
Chairman Director
The notes on pages 51 to 97 form an integral part of these financial statements.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
49
Page
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2020
Year ended
Year ended
31 December
2020
31 December
2019
US$
US$
(Loss)
/
p
rofit for the year
(
15
5
,
127,051
)
23,169,06 9
Adjusted for:
Depreciation and amortisation
21,714,4 35
22,227,52 8
Finance costs
15,724,0 86
9,758,815
Gain on derivatives at fair value (1,242,805) -
Loss on financial assets at fair value
24,859,6 92
-
Impairment loss
on aircraft and related components
170,317,511
-
Taxation
41 ,016
56,902
Expected credit loss
on receivables
11,416,2 44
-
Changes in:
Decrease in security
deposit
(13,264,420)
-
(Decrease)/i
ncrease in maintenance provision
(5,746,940)
3,451,055
Decrease in deferred income (42,771,405) (92 ,472)
(Decrease)/increase in Asset Manager’s performance fee
provision
(2,479,634) 6 22,990
Increase in accruals and other payables 374 ,821 105,783
Increase in receivables
(11,304,821)
(9 ,449)
Income taxes paid
(9,68
1
)
(42 ,774)
NET CASH FLOW FROM OPERATING ACTIVITIES
12,501 ,048
59,247,44 8
INVESTING ACTIVITIES
Restricted cash
7,125,339
(3, 906, 14 7)
NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES
7,125,339
(3 , 906,1 47)
FINANCING ACTIVITIES
Dividends paid (4,710,000) (18, 840,000)
Bank loan principal repaid
(11,700,921)
(25 ,899,084)
Bank loan interest paid
(6,981,540)
(9, 339, 93 5)
Swap interest paid (1,500,852) (168,371)
NET CASH FLOW USED IN FINANCING ACTIVITIES
(2 4,893,313)
(54 , 247,3 9 0)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
12,216 ,093
11,122,18 2
(Decrease)/i
ncrease in cash and cash
equivalents
(5,266,926)
1,093,911
CASH AND CASH EQUIVALENTS AT END OF YEAR 6,949,167 12,216,09 3
The notes on pages 51 to 97 form an integral part of these financial statements.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
50
Page
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2020
Retained
Hedging
Total
Share capital
Earnings
Reserve
Equity
Note
US$
US$
US$
US$
As at 1 January 20
20
210,556,652
7,491,594
(2,348,841)
215,699,405
Total comprehensive income for
the year
Loss
for the year
-
(
15
5,127,051
)
-
(15
5,127,051
)
Other comprehensive income - - 2,348,841 2,348,841
Total comprehensive
loss
-
(
155 ,127,051
)
2,348,84 1
(
15
2,778,210
)
Transactions with owners of the
Company
Dividends
2
1
-
(4, 710, 00 0)
-
(4, 710, 00 0)
As at 31 December 20
20
210,556,652
(
1
5
2,345,457
)
-
5
8,211,195
As at 1 January 2019
210,556,652
3,162,525
153,797
213,872,97 4
Total comprehensive income for
the year
Profit for the year
-
23,169,06 9
-
23,169,06 9
Other comprehensive income
-
-
(2,502,6
38
)
(2, 502, 63 8)
Total comprehensive income - 23,169,06 9 (2,5 02,638) 20,6 66,431
Transactions with owners of the
Company
Dividends 21 - (18 ,840,000) - (18,840,000)
As at 31 December 2019
210,556,652
7,491,594
(2,3 48,841)
215,6 99,405
The notes on pages 51 to 97 form an integral part of these financial statements.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
51
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2020
1) GENERAL INFORMATION
The consolidated audited financial statements (‘financial statements’) incorporate the results of the
Company and that of wholly owned subsidiary entities, DP Aircraft Guernsey I Limited, DP Aircraft Guernsey
II Limited, DP Aircraft Guernsey III Limited, DP Aircraft Guernsey IV Limited (collectively and hereinafter, the
‘Borrowers’), each being a Guernsey Incorporated company limited by shares and two intermediate lessor
companies, DP Aircraft Ireland Limited and DP Aircraft UK Limited (the Lessors’), an Irish incorporated
company limited by shares and a UK incorporated private limited company respectively.
DP Aircraft I Limited (the Company’) was incorporated on 5 July 2013 with registered number 56941. The
Company is admitted to trading on the Specialist Fund Segment of the London Stock Exchange.
The Share Capital of the Company comprises 209,333,333 Ordinary Shares (2018: 209,333,333) of no par
value and one Subordinated Administrative Share of no par value.
The Company’s investment objective is to obtain income and capital returns for its Shareholders by acquiring,
leasing and then, when the Board considers it appropriate, selling aircraft.
The financial statements were approved by the Board of Directors and authorised for issue on 12 May 2021.
2) SIGNIFICANT ACCOUNTING POLICIES
a) Basis of preparation
These financial statements are prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations (‘IFRS’) issued by the International Accounting
Standards Board (‘IASB’).
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting
estimates. It also requires the Directors to exercise judgement in applying the Company’s accounting policies.
The areas where significant judgements and estimates have been made in preparing the financial statements
and their effect are disclosed in note 3.
The financial statements are presented in United States Dollars (US$) which is also the functional currency
of the Company and its subsidiaries.
Going Concern
The Directors have prepared the financial statements for the year ended 31 December 2020 on the going
concern basis of preparations. However, the Directors have identified the matters referred to below, in
addition to Company operational requirements that may not be within the control of the Company, which
indicate the existence of a material uncertainty that may cast doubt on the entity's ability to continue as a
going concern and that the company may, as a consequence, be unable to realise its assets and discharge its
liabilities in the normal course of business.
Covid-19 has resulted in widespread restrictions on the ability of people to travel, socialise and leave their
homes and has had a material negative effect on the airline sector, and by extension the aircraft leasing
sector. The Company leased four (4) Boeing 787 aircraft (the ‘Aircraft’), two each to Norwegian Air Shuttle
ASA (‘NAS’) and Thai Airways International (‘Thai’). Post year end the NordLB have enforced their security
rights over the 2 NAS aircraft and have taken control of them.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
52
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
a) Basis of preparation (continued)
Going Concern (continued)
The application of the going concern basis of preparation is dependent upon the Company’s aircraft leasing
and the related financing activities as described below.
Thai - Leases and related Loans
The Thai Leases
Thai Airways rehabilitation process is currently ongoing, on 2 March 2021 a business rehabilitation plan was
submitted for Thai Airways and is being considered by the creditors for approval. On that same date, the
Company signed a LOI with Thai Airways under which the parties agreed to amend the existing lease terms.
The new terms provide for a PBH arrangement until the end of next year (i.e., rent will be payable by
reference to actual monthly utilisation of the Thai aircraft), with scaled back monthly lease payments
thereafter, reflecting the reduced rates now seen in the market. The lease term will be extended by 3 years
to December 2029, after consulting the Lenders retaining a right of early termination in 2026. Thai Airways
has also undertaken to ensure that the Thai aircraft are airworthy and in flight ready condition in all respects
by 30 June 2021, and on an ongoing basis. A corresponding agreement has been reached with the bank
providing finance for the aircraft leased to Thai airways, see below.
The Thai Loans
On 6 May 2021, following the new lease arrangements entered into by the Company and Thai as described
above, the Company and Dekabank have amended and restated the existing loan facility agreements in
respect of the Thai aircraft to accommodate the new lease terms. Repayments of principal will be deferred
until the end of the PBH arrangement; and the Company and Dekabank will enter into discussions at that
time to determine how best to schedule interest payments, principal repayments and a final balloon
repayment, having regard for both the income being received by the Company in respect of the Thai aircraft,
and the running costs of the Company and its subsidiaries. The loan is secured by charges over the two Thai
aircraft and the underlying leases.
The Directors expect that the Thai rehabilitation plan will succeed and, under the terms of the new lease to
be entered into with Thai based on the LOI signed on 2 March 2021 and the corresponding agreement
reached with the bank providing finance for the aircraft leased to Thai airways (Dekabank), the Company will
have sufficient liquidity from (i) the lease payments from Thai and (ii) utilising certain of its own funds to
continue to meet all of its obligations under the Thai Loans as well as operating costs for the group.
Norwegian Leases and related Loans
The NAS leases
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December
2020 as detailed in note 3a. The Group has submitted claims against NAS for losses suffered but do not
expect to receive any compensation, see below with regards NordLB bank taking over the rights under lease
contracts.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
53
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
a) Basis of preparation (continued)
Going Concern (continued)
Norwegian Leases and related Loans (continued)
The NAS Loans
As detailed under ‘Subsequent Events’, NordLB declared an Event of Default under the relevant loan
agreements with the Company's two borrower subsidiaries, enforced rights under the relevant security
documents and took control of the process of disposing of the two NAS aircraft, with the proceeds of sale
(along with relevant aircraft-specific cash balances, claims against Norwegian and shares in Norwegian held
as security) being applied in the first instance to pay off any outstanding amounts owed to the bank, and any
balance remaining thereafter being remitted to the relevant subsidiaries of the Company. The Directors
consider it highly unlikely that Company will receive any benefit from NordLB as a result of the
aforementioned process as the bank will likely sale for the minimal amount required to cover its loan.
These developments impact solely upon the two NAS aircraft; they have no effect upon the
Company's arrangements in respect of the aircraft which it leases to Thai Airways; and there is no recourse
by NordLB to the Company itself.
Conclusion
The Directors have considered the group’s cash requirements for a period of 12 months from the signing of
these financial statements. This forecast shows the likely need for further equity to be raised to fund the
period post 12 months and to allow for other contingencies given the companies circumstances. However,
the Directors believe that it is appropriate to prepare these financial statements under the going concern
basis of preparation due to:
The continuing support of Dekabank which made loans to the Group (with certain loan concessions);
The ongoing viability of Thai Airways, expectation that Thailand’s Central Bankruptcy Court will approve
the revised lease per the LOI and, the ability of Thai Airways to satisfy the terms of the LOI for the revised
lease;
The expectation that an equity fund raise will be successful based on liaison with sufficient shareholders;
Having regard to the limited recourse nature of the loans which means NordLB debt default impacts
solely upon the two NAS aircraft and have no effect upon the Company's arrangements in respect of the
aircraft which it leases to Thai Airways; and there is no recourse by NordLB to the Company itself; and
The expectation that all operational requirements will continue to be fulfilled.
No adjustments have been made to the financial statements in the event that the Company was unable to
continue as a going concern.
New standards, interpretations and amendments effective from 1 January 2020
There are no new standards, amendments to standards and interpretations that are effective for annual
periods beginning on 1 January 2020 which have a material impact on the financial statements.
New standards, interpretations and amendments in issue but not yet effective
There are no new standards, amendments to standards and interpretations that are effective for annual
periods beginning after 1 January 2021 which are expected to have a material impact on the financial
statements in future reporting periods.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
54
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
b) Basis of consolidation
The financial statements incorporate the financial statements of the Company and the subsidiary
undertakings controlled by the Company made up to 31 December each year. Control is achieved where the
Company has power over the investee, exposure or rights to variable returns from its involvement with the
investee and the ability to use its power to affect the amount of the investor’s returns.
The results of subsidiary undertakings acquired or disposed of during the year are included in the
consolidated statement of comprehensive income from the effective date of acquisition or up to the
effective date of disposal as appropriate.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
c) Taxation
The Company and the Guernsey subsidiaries are exempt from taxation in Guernsey and are charged an
annual exemption fee of £ 1,200 (2019: £1,200). This is treated as an operating expense.
DP Aircraft Ireland Limited is subject to resident taxes in Ireland. DP Aircraft UK Limited is subject to income
tax in the United Kingdom.
Taxable profit differs from net profit as reported in the statement of comprehensive income because it
excludes items of income and expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates
that have been enacted or substantially enacted by the reporting date in the relevant jurisdictions.
d) Property, Plant and Equipment – Aircraft and Related Components
Upon delivery, aircraft (the ‘Assets’) are initially recognised at cost plus initial direct costs which may be
capitalised under IAS 16. In accounting for property, plant and equipment, the Group makes estimates about
the expected useful lives, the fair value of attached leases and the estimated residual value of aircraft. In
estimating useful lives, fair value of leases and residual value of aircraft, the Group relies upon actual industry
experience, supported by estimates received from independent appraisers.
When an aircraft is acquired with a lease attached, an evaluation of whether the lease is at fair value is
undertaken. A lease premium is recognised when it is determined that the acquired lease terms are above
fair value. Lease premiums are recognised as a component of Aircraft and are amortised to profit or loss on
a straight-line basis over the term of the lease.
The two aircraft leased to Norwegian Air Shuttle ASA were acquired in 2013 and had a useful economic lease
life of 12 years at acquisition. The two aircraft leased to Thai Airways International were acquired in 2015
and had a useful economic lease life of 12 years at acquisition.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
55
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d) Property, Plant and Equipment – Aircraft and Related Components (continued)
The Group’s policy is to depreciate the Assets over their remaining lease life (given the intention to sell the
Assets at the end of each respective lease) to an appraised residual value at the end of the lease. Residual
values are reviewed annually, and such estimates are supported by future values determined by three
external valuations and discounted by the inflation rate incorporated into those valuations, see note 3 for
further details.
In accordance with IAS 16 - Property, Plant and Equipment, the Group’s aircraft that are to be held and used
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value
of the aircraft may not be recoverable. An impairment review involves consideration as to whether the
carrying value of an aircraft including related assets is in excess of the higher of its value in use and its fair
value less costs to sell. In such circumstances a loss is recognised as a write down of the carrying value of the
aircraft to the higher of value in use and fair value less cost to sell. The review for recoverability has a level
of subjectivity and requires the use of judgement in the assessment of estimated future cash flows associated
with the use of an item of property, plant and equipment and its eventual disposition. See note 3 for further
details regarding impairment assessment.
e) Non-current assets held for sale
In line with IFRS 5 non-current assets are classified as held for sale when:
They are available for immediate sale;
Management is committed to a plan to sell;
It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn;
An active programme to locate a buyer has been initiated;
The asset or disposal group is being marketed at a reasonable price in relation to its fair value; and
A sale is expected to complete within 12 months from the date of classification.
Non-current assets classified as held for sale are measured at the lower of:
Their carrying amount immediately prior to being classified as held for sale in accordance with the
group's accounting policy; and
Fair value less costs of disposal.
Following their classification as held for sale, non-current assets are not depreciated.
f) Financial Instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the
instrument. Regular way purchases and sales of financial assets are accounted for at trade date, i.e. the date
that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised if the Group’s
obligations, specified in the contract, expire or are discharged or cancelled. Financial assets are derecognised
if the Group’s contractual rights to the cash flows from the financial assets expire, are extinguished, or if the
Group transfers the financial assets to a third party and transfers all the risks and rewards of ownership of
the asset, or if the Group does not retain control of the asset and transfers substantially all the risk and
rewards of ownership of the asset.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
56
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Financial Instruments (continued)
Under IFRS 9, on initial recognition, a financial asset is classified as measured at:
Amortised cost;
Fair value through other comprehensive income (‘FVOCI’) – debt investment;
FVOCI – equity investment; or
Fair value through profit or loss (‘FVTPL’).
The classification of financial assets under IFRS 9 is generally based on the business model in which a
financial asset is managed and its contractual cash flow characteristics. The Company only has financial
assets that are classified as amortised cost or FVTPL.
Financial assets at amortised cost are initially measured fair value plus transaction costs that are directly
attributed to its acquisition, unless it is a trade receivable without a significant financing component which
is initially measured at its transaction price.
These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses as detailed below.
Financial assets at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
It is held within a business model whose objective is to hold assets to collect contractual cash flows;
and
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Trade and other receivables excluding shares in NAS receivable are classified at amortised cost (see financial
assets at FVTPL for policy for shares in NAS receivable).
Fair values of financial assets at amortised cost, which are determined for disclosure purposes, are calculated
based on the present value of future principal and interest cash flows, discounted at the market rate of
interest at the reporting date.
Cash and cash equivalents comprise cash balances held for the purpose of meeting short term cash
commitments and investments which are readily convertible to a known amount of cash and are subject to
an insignificant risk of changes in value.
Restricted cash comprises cash held by the Group, but which is ring-fenced or used as security for specific
financing arrangements, and to which the Group does not have unfettered access. Restricted cash includes
monies received in relation to maintenance provisions and security deposits.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
57
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Financial Instruments (continued)
Impairment of financial assets held at amortised cost
The Company has elected to apply the simplified model for trade receivables, including lease receivables and
maintenance reserve receivables, as the trade receivables all have a maturity of less than one year and do
not contain a significant financing component. Under the simplified approach the requirement is to always
recognise lifetime ECL.
Financial assets at FVTPL
All financial assets not classified as measured at amortised cost or FVOCI are measured at FVTPL which
includes derivative financial assets, shares in NAS receivable and investments held.
Financial assets at FVTPL are initially and subsequently measured at fair value. The Company had originally
designated its derivative financial instruments as hedging instruments as detailed below.
Hedge accounting
Hedge accounting is applied to certain risks in financial assets and financial liabilities only where all of the
following criteria are met:
At the inception of the hedge there is formal designation and documentation of the hedging
relationship and the Group's risk management objective and strategy for undertaking the hedge; and
The hedge relationship meets all of the hedge effectiveness requirements including that an economic
relationship exists between the hedged item and the hedging instrument, the credit risk effect does
not dominate the value changes, and the hedge ratio is designated based on actual quantities of the
hedged item and hedging instrument.
The Directors have previously concluded, given that the critical terms of the hedged item matched those of
the hedging instrument in terms of risk, timing and quantity, that the requirements of hedge accounting are
met for the Group’s floating to fixed interest rate swaps.
Cash flow hedges - interest rate swaps
The Company has two floating to fixed interest rate swaps in order to provide for fixed rate interest to be
payable in respect of two of the bank loans. The effective portion of gains and losses on the floating to fixed
interest rate swaps are recognised in other comprehensive income and accumulated in the cash flow hedge
reserve. The ineffective portion of gains and losses on the floating to fixed interest rate swaps used to
manage cash flow interest rate risk are recognised in profit or loss within finance expense or finance income.
However, the cumulative gains and losses recognised in other comprehensive income are reclassified from
the cash flow hedge reserve to profit or loss using the effective interest method. From date of
discontinuation, movements in the fair value of the hedge instrument are accounted for in profit or loss.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
58
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Financial Instruments (continued)
Hedge accounting is discontinued when:
The risk management objective of an entity for the hedging relationship has changed - i.e., continuing to
apply hedge accounting would no longer reflect its risk management objective;
The hedging instrument expires or is sold, terminated or exercised; this excludes scenarios in which the
expiry or termination is a replacement or rollover of a hedging instrument into another that is part of,
and consistent with, the entity's documented risk management objective - discontinuation would not be
required in these scenarios;
There is no longer an economic relationship between the hedged item and hedging instrument; or
The effect of credit risk starts dominating the value changes that result from the economic relationship.
If the hedge no longer meets the criteria for hedge accounting, then the hedge accounting is discontinued
prospectively. When hedge accounting is discontinued, the amount that has been accumulated in the
hedging reserve remains in equity until it is reclassified to profit or loss in the same period or periods as the
hedged expected future cash flows affect profit or loss. If the hedged future cash flows are no longer
expected to occur, then the amounts that have been accumulated in the hedging reserve are immediately
reclassified to profit or loss.
Financial liabilities at amortised cost
Bank borrowings are recognised initially at fair value, net of transaction costs incurred. Bank borrowings are
subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and
the redemption value is recognised through profit or loss in the consolidated statement of comprehensive
income over the period of borrowing using the effective interest rate method. Bank borrowings are classified
as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least one year after the reporting date.
Initial direct costs related to bank borrowings are capitalised, presented net against the bank borrowings in
the statements of financial position and amortised to the statement of comprehensive income over the
period of the related loan as part of the effective interest rate.
Where loans are modified, the modification is assessed in line with IFRS 9 to determine whether the
modification is substantial. Where the modification is substantial, the existing loan is derecognised and the
new loan is recognised at fair value. Any difference is recognised as a gain or loss within the statement of
comprehensive income.
NAS, has Boeing Gold Care cover and Rolls Royce Total Care arrangements under which the majority of the
maintenance payments are made. In addition, maintenance reserves are lessee contributions to a retention
account held by the lessor which are calculated by reference to the budgeted cost of maintenance and
overhaul events (the ‘supplemental rentals’). They are intended to ensure that at all times the lessor holds
sufficient funds to cover the proportionate cost of maintenance and overhaul of the Asset relating to the life
used on the airframe, engines and parts since new or since the last overhaul. During the term of the lease,
all maintenance is required to be carried out at the cost of the lessee, and maintenance provisions are
required to be released only upon receipt of satisfactory evidence that the relevant qualifying maintenance
or overhaul has been completed.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
59
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Financial Instruments (continued)
Financial liabilities at amortised cost (continued)
Maintenance provisions are recorded in the consolidated statement of financial position during the term of
the lease. Reimbursements will be charged against this liability as qualifying maintenance work is performed.
Maintenance reserves are restricted and not distributable until, at the end of the lease, the Group is released
from the obligation to make any further reimbursements in relation to the aircraft, and the remaining
balance of maintenance provisions, if any, is released through profit or loss as lease related income. On
termination of the lease maintenance reserves balance is also released to profit or loss as lease related
income.
Security deposits are paid by the lessee in accordance with the terms of the lease contract, either in cash or
in the form of a letter of credit. These deposits are refundable to the lessee upon expiration of the lease and,
where such deposits are received in cash, they are recorded in the consolidated statement of financial
position as a liability. The cash received related to security deposits is presented as restricted cash in the
consolidated statement of financial position.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Fair value measurement
The Group measures certain financial instruments such as derivatives at fair value at the end of each
reporting period using recognised valuation techniques and following the principles of IFRS 13.
The fair value measurement of the Group’s financial assets and liabilities utilises market observable inputs
as far as possible. Inputs used in determining fair value measurements are categorised into different levels
based on how observable the inputs used in the valuation technique utilised are:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable; and
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
The classification of an item into the above levels is based on the lowest level of the inputs used that has a
significant effect on the fair value measurement of the item.
g) Share capital
Shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognised
as a deduction from retained earnings.
h) Asset Manager’s disposal fee provision
The disposal fee provision is measured at the present value of the expenditure expected to be required to
settle the obligation. Changes in the estimated timing or amount of the expenditure or discount rate are
recognised in profit or loss in the statement of comprehensive income when the changes arise.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
60
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
2) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
i) Dividends
Dividends are recognised as a liability in the financial statements in the period in which they become
obligations of the Company.
j) Lease rental income
Leases relating to the Aircraft are classified as operating leases where the terms of the lease do not transfer
substantially all the risks and rewards of ownership to the lessee. Rental income from operating leases is
recognised on a straight-line basis over the term of the lease.
Initial direct costs incurred in setting up a lease are capitalised to Property, Plant and Equipment and
amortised over the lease term.
Rentals received in advance are accounted for a deferred income and are released to Profit or Loss on a
straight-line basis. Where the lease is terminated prior to the lease term, any remaining deferred income is
released to the Statement of Comprehensive Income.
k) Expenses
Expenses are accounted for on an accrual basis.
l) Finance costs and finance income
Interest payable is calculated using the effective interest rate method. The effective interest method is a
method of calculating the amortised cost of a financial asset or liability and of allocating interest income and
expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments
(including all fees or amounts paid or received that form an integral part of the effective interest rate,
including transaction costs and other premiums or discounts) through the expected life of the financial asset
or liability.
m) Foreign currency translation
Transactions denominated in foreign currencies are translated into US$ at the rate of exchange ruling at the
date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into
US$ at the rate of exchange ruling at the reporting date. Foreign exchange gains or losses arising on
translation are recognised through profit or loss in the consolidated statement of comprehensive income.
n) Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment of business, being acquiring,
leasing and subsequent selling of Aircraft. All significant operating decisions are based upon analysis of the
Group as one segment. The financial results from this segment are equivalent to the financial statements of
the Group as a whole.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
61
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
3) SIGNIFICANT JUDGEMENTS AND ESTIMATES
The preparation of financial statements in conformity with IFRS requires that the Directors make estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. Such estimates and associated assumptions are generally based on historical experience and
various other factors that are believed to be reasonable under the circumstances and form the basis of
making the judgements about attributing values of assets and liabilities that are not readily apparent from
other sources.
Information about assumptions and estimation uncertainty at 31 December 2020 that have a significant risk
of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year
are:
a) Significant judgements
Going Concern
The Directors have considered the group’s cash requirements for a period of 12 months from the signing of
these financial statements. This forecast shows the likely need for further equity to be raised to fund the
period post 12 months and to allow for other contingencies given the companies circumstances. However,
the Directors believe that it is appropriate to prepare these financial statements under the going concern
basis of preparation due to:
The continuing support of Dekabank which made loans to the Group (with certain loan concessions);
The ongoing viability of Thai Airways, expectation that Thailand’s Central Bankruptcy Court will approve
the revised lease per the LOI and, the ability of Thai Airways to satisfy the terms of the LOI for the revised
lease;
The expectation that an equity fund raise will be successful based on liaison with sufficient shareholders;
Having regard to the limited recourse nature of the loans which means NordLB debt default impacts
solely upon the two NAS aircraft and have no effect upon the Company's arrangements in respect of
the aircraft which it leases to Thai Airways; and there is no recourse by NordLB to the Company itself;
and
The expectation that all operational requirements will continue to be fulfilled.
The ongoing difficult and uncertain situations of the aircraft industry and hence the impact on the lessees
has resulted in significant reliance on the ongoing support of the lending banks. No adjustments have been
made to the financial statements in the event that the group was unable to continue as a going concern.
NAS lease termination
As at the year end the board have concluded that the lease was ‘de-facto terminated as at the year end.
This is on the basis that prior to the year end, NAS had suspended all lease payments (since May 2020) on
both aircrafts, the lessee had filed for Examinership in Ireland in November 2020 and had also not fulfilled
certain other obligations of the aircraft including safe storage. The board considered that as at the year end,
due to the above, NAS were in full breach of the lease agreement and that NAS had no intention to continue
the leases. Whilst the lease was not formally terminated, the board were in negotiations regarding the lease
termination pre year end. As a result, the board concluded that in substance a ‘de-facto lease termination
has occurred and have therefore accounted for a lease termination in these financial statements.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
62
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
3) SIGNIFICANT JUDGEMENTS AND ESTIMATES (CONTINUED)
a) Significant judgements (continued)
NAS lease termination (continued)
Therefore, as at 31 December 2020 the group has released the associated lease liabilities such as deferred
income (notes 4, 5 and 16) and the maintenance reserves (notes 5 and 15) in full to the Consolidated
Statement of Comprehensive Income as at the year-end.
Modification of borrowings
During the period there was a restructure of the loan advanced by NordLB, the Directors have, in line with
IFRS 9, assessed whether the modification was substantial. If deemed substantial, then the original loan
liability would have been derecognised and a new loan liability recognised. The assessment was done on a
quantitative basis and compared the net present value of the modified cash flows including any fees payable
or receivable against the net present value of the remaining cash flows of the loan prior to the modification,
both discounted at the original effective interest rate. A difference of 10% or more would have been
considered substantial as is advised in IFRS 9. Future cash flows on the modified loan have been estimated
with reference to 1- month USD Libor forward curves and concluded that modification was not substantial.
b) Significant estimates
Impairment of property, plant and equipment / fair value of held for sale aircraft
As with each reporting date, but more relevant in light of the developments of COVID-19, a detailed
impairment assessment of the aircraft and lease premiums have been undertaken.
IFRS requires an assessment of the aircraft carrying value versus the higher of the value in use and fair value
less cost to sell. The lease encumbered value is the value of the aircraft on lease, given a specified lease
payment stream (rents and terms), and estimated future base value adjusted for return condition at lease
termination, and an appropriate discount rate i.e., value in use. Lease encumbered values have not been
used for NAS aircraft given leases were de-facto terminated in December 2020. For Thai aircraft, the lease
encumbered values based on expected revised lease terms, are less than the market values and as such the
recoverable amount has been determined with reference to the market value (fair value).
The board have considered the unencumbered aircraft valuations provided by independent valuers which
reflect the valuation should the aircraft need to be re-let in the marketplace.
NAS Aircraft
The board have considered a range of potential outcomes for the aircraft which included:
Current market value current market values based on independent valuations less adjustments to
reflect the specific situation of these two aircraft which include defaulting lessee, de-facto lease
terminations, aircraft parked without engines on and parts to be returned, along with the distressed
nature of the aircraft creating a required time for sale that is not factored into the independent
valuations.
Soft market values the board utilised the professional valuations to establish the discounts between
market values and soft market values. Soft market values are those which reflect the impact that of some
imbalance in the supply / demand equation may have on the specific aircraft. Such discount was then
applied to the average market value from the professional values as at 31 December 2020.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
63
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
3) SIGNIFICANT JUDGEMENTS AND ESTIMATES (CONTINUED)
b) Significant estimates (continued)
Impairment of property, plant and equipment / fair value of held for sale aircraft (continued)
NAS Aircraft (continued)
The board considered all possible ranges and concluded that in the group’s present circumstances that it was
most appropriate to value the aircraft at US$ 41 million each. This resulted in an impairment of
US$ 89,460,355 (2019: US$ Nil) in total for the two NAS aircraft.
This impairment was undertaken prior to the aircraft being transferred from property, plant and equipment
to that of held for sale. Due to this transfer occurring just before the year end the board consider that there
was no further adjustment required to the carrying value as at the year end.
Thai Aircraft
In consideration the impairment of the Thai aircraft the board considered both the value in use and the fair
value less costs to sell. The value in use is based on independent valuations with the key estimation
uncertainty is Thai’s ability to pay the future rental income. The fair value less costs to sell is based on the
current market values based on independent valuations without adjustments. The board considered it
appropriate not to apply any discounts and adjustments for these aircraft given the specific circumstances
of these aircraft.
The board considered all possible ranges and concluded that in the group’s present circumstances that it was
most appropriate to value the aircraft at US$ 63.3 million each.
This resulted in an impairment of US$ 58,839,697 (2019: US$ Nil) in total for the two Thai aircraft.
The total impairment loss recognised during the year ended 31 December 2020 for both Thai and Norwegian
aircraft is US$ 148,300,052 (2019: US$ Nil).
In line with IFRS, the lease premium has also been assessed for impairment. The lease agreements with NAS
were in the judgement of the Directors de-facto terminated in December 2020 as detailed in note 3a and as
a result the remaining NAS lease premium has been impaired in full.
Thai lease terms were revised post year end, the Company signed a LOI with Thai Airways under which the
parties agreed to amend the existing lease terms. The new terms provide for a PBH arrangement until the
end of next year (i.e., rent will be payable by reference to actual monthly utilisation of the Thai aircraft), with
scaled back monthly lease payments thereafter, reflecting the reduced rates now seen in the market.
Negotiations to revise the Thai lease were ongoing as at year end and there was a strong expectation that
lease would be revised given Thai failing to pay lease payments due under old lease. As the new lease was
expected to included PBH and reduced monthly payments to reflect market going forward, the related Thai
lease premium was no longer considered recoverable and was written off in full as at the year end.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
64
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
3) SIGNIFICANT JUDGEMENTS AND ESTIMATES (CONTINUED)
b) Significant estimates (continued)
Impairment of Property, Plant and Equipment – Lease premium – estimate (continued)
The result is in an impairment of US$ 12,819,013 (2019: US$ Nil) for Norwegian and US$ 9,198,446
(2019: US$ Nil) for Thai being a total of US$ 22,017,459 (2019: US$ Nil).
Depreciation of aircraft
As described in note 2, the Group depreciates the Assets on a straight-line basis over the remaining lease life
and taking into consideration the estimated residual value at the end of the lease term. The Group engage
Independent Expert Valuers each year to provide a valuation of the Assets and take into account the average
of the valuations provided.
Residual value estimates of the Aircraft were determined by the full life inflated base values at the end of
the leases from external valuations and discounted by the inflation rate incorporated into those valuations
and the lease premium was determined to have a US$ Nil residual value at the end of the leases.
The full life inflated base value is the appraiser’s opinion of the underlying economic value of the aircraft in
an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and
assumes full consideration of its ‘highest and best use’. The full life inflated values used within the financial
statements match up the two lease termination dates and have been discounted by the inflation rate
incorporated into the valuations. The residual value of the aircraft does not represent the current fair value
of the aircraft.
The residual value estimates at the end of each year are used to determine the aircraft depreciation of future
periods. The residual value estimates of the leases for the aircraft not held for sale as at 31 December 2020
was US$ 125,572,493 (31 December 2019: US$ 132,158,208). As a result, the year ending 31 December 2021
and future aircraft depreciation charges for aircraft note held for sale, with all other inputs staying constant,
will be US$ 175,160 (2019: US$ 10,635,167). The actual aircraft depreciation charge for 2022 onwards will
vary based on the residual value estimates as at 31 December 2021.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
65
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
3) SIGNIFICANT JUDGEMENTS AND ESTIMATES (CONTINUED)
b) Significant estimates (continued)
Expected credit losses
The Directors have concluded that there has been a significant decline in the credit quality of both lessees
based on the factors below.
Thai
As a result of the suspension of travel due to Covid-19 the lessee defaulted on lease payments that were
due during the period and remained in default as at year end;
Thai Airways entered into debt rehabilitation during the year and the rehabilitation proceedings are still
ongoing.
As at the year end the lease agreement was being renegotiated with Thai Airways. It was expected that
lease rentals due up to 14 September 2020 would be settled as part of rehabilitation. An immaterial
amount, if anything, is expected to be recovered from this in light of the ongoing impact of Covid-19 on
the airline sector;
During the negotiations, it was clear that Thai Airways was not expecting to be required to pay lease
rentals due for period between 15 September 2020 and the new lease effective date; and
The security deposits paid by Thai were applied against outstanding receivables during the year and not
replenished due to a lack of cash on the part of the lessee.
NAS
The security deposits paid by NAS were applied against outstanding receivables during the year and not
replenished due to a cash shortfall on the part of the lessee;
The subsidiary of NAS that is lessee of the two aircraft entered Irish examinership on 18 November 2020
and Norwegian examinership on 8 December 2020 and subsequent to year end entered into liquidation;
and
The formal NAS lease termination process is currently being finalised. Even though claims have been
submitted to NAS for rental due and other losses suffered the board considered it highly unlikely that
anything will be recovered given continuing impact of Covid-19 on airline sector and NAS not currently
have the support of its Government.
As a result of the significant decline in the credit quality of both lessees as set out above, the Directors have
concluded that there is a nil to minimal probability of lease receivables due as at year end being recovered.
Therefore, a full provision for expected credit losses on lease rentals receivable as at year end has been
recognised in respect of both Thai and NAS (see note 14).
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
66
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
4) LEASE RENTAL INCOME
Year ended
Year ended
31 December
2020
31 December
2019
US$
US$
Total lease rental income 47,285,233 57,383,604
All lease rental income was derived from two customers located in Norway and Thailand and all four Assets
are Boeing 787-8 aircraft. During the year ended 31 December 2020 the Group earned the following amounts
of rental income from these two customers:
Year ended
Year ended
31 December
2020
31 December
2019
US$
US$
Norway 19,790,602 29,852,203
Thailand
27,494,631
27,531,401
Total lease rental income
47,285,233
57,383,604
The contracted cash lease rental payments to be received under non-cancellable operating leases at the
reporting date excluding receivables already recognised at year end are:
Next 12
months
2 to 5 years* After 5 years Total
31 December
2020
US$
US$
US$
US$
Boeing 787-8 Serial No: 35304** - - - -
Boeing 787
-
8 Serial No: 35305
**
-
-
-
-
Boeing 787
-
8 Serial No:
35320
***
13,745,640
54,982,560
12,600,170
81,328,370
Boeing 787
-
8 Serial No: 36110
***
13,712,040
54,848,160
10,284,030
78,844,230
27,457,680
109,830,720
22,884,200
160,172,600
Next 12 months 2 to 5 years* After 5 years Total
31
December 2019
US$
US$
US$
US$
Boeing 787
-
8 Serial No: 35304
14,886,012
59,544,048
6,963,799
81,393,859
Boeing 787
-
8 Serial No: 35305
14,947,440
59,789,760
9,285,841
84,023,041
Boeing 787
-
8 Serial No: 35320
13,745,640
54,982,560
26,345,810
95,074,010
Boeing 787-8 Serial No: 36110 13,712,040 54,848,160 23,996,070 92,556,270
57,291,132
229,164,528
66,591,520
353,047,180
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
67
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
4) LEASE RENTAL INCOME (CONTINUED)
*Years 2 to 5 have been aggregated in the above table as the annual lease rental income contracted during
this period is the same as the annual lease rental income contract within the next 12 months.
**Due to the de-facto lease termination of the NAS aircraft no future lease receipts have been included
above.
***The numbers presented are based on the original lease agreement that was effective as at 31 December
2020. As detailed below, subsequent to the year end, a letter of intent has been entered into which will
modify the contractual cash flows. These are not included in the table above.
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December
2020 as detailed in note 3a and hence there will be no rentals received post year end in relation to the Boeing
35304 and 35305 aircraft. Also, see note 18 for details regarding lending bank NordLB assuming contractual
rights under the lease with NAS due to an Event of Default being declared post year end.
On 2 March 2021, the Company signed a LOI with Thai Airways under which the parties agreed to amend the
existing lease terms. The new terms provide for a PBH arrangement until the end of next year (i.e., rent will
be payable by reference to actual monthly utilisation of the Thai aircraft), with scaled back monthly lease
payments thereafter, reflecting the reduced rates now seen in the market. The lease term will be extended
by 3 years to December 2029, after consulting the Lenders retaining a right of early termination in 2026.
Therefore, future contractual rentals receivable will not be as shown in the table above which represents the
year end position.
5) LEASE RELATED INCOME
Lease related income is made up as follows:
2020
2019
US$ US$
Maintenance reserves liability
released to Profit or Loss
7,041,816
-
Deferred income released to Profit or Loss
(note 16)
34,293,038
-
41,334,854
-
As detailed in note 3a, there has been a termination of the NAS leases as at 31 December 2020. As a
consequence, there is no longer an obligation in relation to the NAS maintenance reserves and so the NAS
maintenance reserve liability has been released to the Consolidated Statement of Comprehensive Income as
lease related income as at year end. The released maintenance reserve liability of US$ 7,041,816 comprises
of prior year reserves and current year additions to the reserves (see note 15).
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December
2020 as detailed in note 3a and as a result the deferred income in relation to the NAS leases as at 31
December 2020 has been released in full to the profit or loss account as lease related income.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
68
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
6) GENERAL AND ADMINISTRATIVE EXPENSES
Year ended
Year ended
31 December
2020
31 December
2019
US$
US$
Legal and professional fees
363,656
328,006
Restructuring fees 1,240,689 -
Directors’
fees and expenses (note 2
5
)
339,023
236,475
Administration fees (note 2
6
)
340,036
253,998
Insurance 47,956 50,185
Audit fees
97,694
53,371
Foreign exchange loss
21,295
20,693
Travel expenses
5,282
4,068
Other fees and expenses
16,565
41,020
Total general and administrative expenses 2,472,196 987,816
The restructuring fees include professional fees in relation to the renegotiation of the aircraft leases and
associated bank loans.
7) FINANCE COSTS
Year ended Year ended
31 December
2020
31 December
2019
US$ US$
Loan interest paid and payable
6,903,447
9,276,444
Amortisation of deferred finance costs
1,847,855
293,641
Total finance costs at effective interest rate* 8,751,302 9,570,085
Cash flow hedge
discontinuation
(P/L)
1,161,389
-
Cash flow hedges reclassified from OCI while
hedge accounting was applied
384,877 188,730
10,297,568
9,758,81
5
Reserve reclassification on hedge
discontinuation
5,426,518 -
Total finance costs 15,724,086 9,758,815
*On liabilities measured at amortised cost.
The realised element of the cash flow hedge continued to be reclassified from Other Comprehensive Income
to Profit or Loss up to the point that the hedge accounting was discontinued being US$ 384,877 up to 13
May 2020. Post that date, the fair value movement of the cash flow hedge, including the interest paid or
payable element, has been accounted for directly in the Consolidated Statement of Comprehensive Income.
Also, the cumulative other comprehensive income cash flow hedge reserve recognised up to the date hedge
accounting was discontinued has been reclassified in full to the Consolidated Statement of Comprehensive
Income as at year end.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
69
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
8) TAXATION
With the exception of DP Aircraft Ireland Limited and DP Aircraft UK Limited, all companies within the Group
are exempt from taxation in Guernsey and are charged an annual exemption fee of £1,200 each
(2019: £1,200).
DP Aircraft Ireland Limited and DP Aircraft UK Limited are subject to taxation at the applicable rate in Ireland
and the United Kingdom respectively. The amount of taxation paid during the year ended 31 December 2020
was US$ 41,016 (2019: US$ 42,774). The Directors do not expect the taxation payable to be material to the
Group.
A taxation reconciliation has not been presented in these financial statements as the tax expense is not
material. The effective tax rate based on tax charge for the year is (0.027%) (2019: 0.27%).
9) EARNINGS PER SHARE
Year ended
Year ended
31 December 2020
31 December 2019
US$ US$
(Loss)/Profit for the year
(15
5
,
127,051
)
23,169,069
Weighted average number of shares
209,333,333
209,333,333
(Loss)/
Earnings per Share
(0.7
4105
)
0.11068
There are no instruments in issue that could potentially dilute earnings per Ordinary Share in future years.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
70
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
10) PROPERTY, PLANT AND EQUIPMENT– AIRCRAFT & RELATED COMPONENTS
Aircraft
Lease Premium
Total
US$ US$ US$
COST
As at 1 January
2020
476,751,161
46,979,793
523,730,954
Reclassified as held for sale (238,020,000) (29,581,300) (267,601,300)
As at 31 December 2020
238,731,161
17,398,493
256,129,654
ACCUMULATED DEPRECIATION / AMORTISATION
As at
1 January
2020
102,498,694
20,600,314
123,099,008
Charge for the year 17,352,415 4,362,020 21,714,435
Rec
lassified as held for sale
(66,559,645)
(16,762,287)
(83,321,932)
As at 31 December
2020
53,291,464
8,200,047
61,491,511
IMPAIRMENT
As at 1 Jan
uary
2020
-
-
-
Charge for the year 148,300,052 22,017,459 170,317,511
Rec
lassified as held for sale
(89,460,355)
(12,819,013)
(102,279,368)
As at 31 December 2020
58,839,697
9,198,446
68,038,143
CARRYING AMOUNT
As at 31 December 2020 126,600,000 - 126,600,000
COST
As at 1 January 2019 and 31 December 2019
476,751,161
46,979,793
523,730,954
ACCUMULATED DEPRECIATION / AMORTISATION
As at 1 January 2019
84,633,186
16,238,294
100,871,480
Charge for the year
17,865,508
4,362,020
22,227,528
As at 31 December 2019
102,498,694
20,600,314
123,099,008
IMPAIRMENT
As at 1
January
2019
-
-
-
Charge for the year
-
-
-
As at 31 December 2019
-
-
-
CARRYING AMOUNT
As at 31 December 2019
374,252,467
26,379,479
400,631,946
As at 31 December 2020 the NAS aircraft were classified to held for sale, see note 11 for further details. The
Thai aircraft continue to be held for normal use within the group and therefore remain classified PPE
Aircraft & Related Components.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
71
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
10) PROPERTY, PLANT & EQUIPMENT – AIRCRAFT & RELATED COMPONENTS (CONTINUED)
Under the terms of the leases that existed during the year, the cost of repair and maintenance of the Assets
is to be borne by NAS and Thai Airways. However, upon expiry or termination of the leases, the cost of repair
and maintenance will fall upon the Group. Therefore, upon expiry or termination of the leases, the Group
may bear higher costs and the terms of any subsequent leasing arrangement (including terms for repair,
maintenance and insurance costs relative to those agreed under the leases) may be adversely affected, which
could reduce the overall distributions paid to the Shareholders. Following the de-facto lease termination
with NAS the responsibility for repair and maintenance have now fallen primarily on the Group.
The first aircraft was acquired in June 2013, the second aircraft acquired in August 2013 and the third and
fourth aircraft were acquired in June 2015. All four of the aircraft are used as collateral for the loans as
detailed in note 18.
The residual value estimates at the end of each year are used to determine the aircraft depreciation of future
periods. The depreciation for the year ended 31 December 2020 is based on the estimated residual value of
the Boeing 787-8 Assets as at the end of their respective leases in 2025 and 2026 which have been supported
by valuations by independent experts as at 1 January 2020. The residual value will depend upon a variety of
factors including actual or anticipated fluctuations in the results of the airline industry, market perception of
the airline industry, general economic and social and political development, changes in industry conditions,
fuel prices or rates of inflation.
As detailed in note 3 the aircraft and lease premium have been impaired during the period as a result of
detailed impairment assessments following the developments within the aircraft industry and more
specifically that of the lessees (see note 3 for further details).
The loans entered into by the Group to complete the purchase of the first two aircraft are cross collateralised.
Each of the loans are secured by way of security taken over each of the first aircraft and the second aircraft.
Refer to note 18 for details regarding NordLB taking control of the first two aircraft post year end due to an
Event of Default being declared subsequent to the year end.
The loans entered into by the Group to complete the purchase of the second two aircraft are cross
collateralised. Each of the loans are secured by way of security taken over each of the third aircraft and the
fourth aircraft.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
72
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
11) ASSETS HELD FOR SALE
The following major asset class has been classified as held for sale in the consolidated statement of
financial position on 31 December:
2020
2019
US$
US$
Property, Plant and Equipment
Aircraft
82,000,000
-
82,000,000 -
The board have considered the requirements of IFRS 5 and have concluded that the two NAS aircraft meet
the definition of Held for Sale as at 31 December 2020.
The carrying value of the asset held for sale represents the NAS aircraft fair value less costs of disposal as at
year end. The fair value has been determined with reference to unobservable inputs (see detail in note 3b
for NAS aircraft) and is categorised within level 3 of the IFRS 13 fair value hierarchy.
Refer to note 4 for details of NAS rental income recognised in the statement of comprehensive income for
the year ended 31 December 2020.
12) INVESTMENT HELD AT FAIR VALUE
2020 2019
US$
US$
Opening investment held at fair value - -
Additions
40,490,218
-
Unrealised fair value loss (24,859,692) -
Balance as at year end
15,630,526
-
The above represents the 1,541,897 shares (after stock consolidation of 1 share for every 100 held) (31
December 2019: Nil Shares) the Group received in Norwegian Air Shuttle ASA in relation to rental income of
US$ 40,283,995 (notes 4 and 16) and maintenance reserves of US$ 206,223. This is a 3.90% (31 December
2019: Nil %) shareholding in Norwegian at the period end. The number of shares received were calculated
by reference to the monies which are being waived and/or forborne by the Company as a result of the waived
outstanding debtor and the reduced monthly rental amount from July 2020, as discounted back to the net
present value at time of issuance.
The shares had lock-up dates attached allowing partial sales in August 2020 and October 2020, with the
Company free to dispose of all such shares on any date falling on or after 9 December 2020. No shares were
sold up to 31 December 2020.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
73
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
12) INVESTMENT HELD AT FAIR VALUE (CONTINUED)
The shares have been provided as collateral to the lending banks in relation to the Norwegian Aircraft and
post year end security enforcement rights have been exercised.
Subsequent to the year end, and with consent from the lenders, 525,000 of the first tranche of shares
received have been sold for proceeds of approximately US$ 4 million. The proceeds received were not up
streamed to the Parent and serve as security for the NAS lenders. The group is uncertain as to how
administration of the NAS lessee of the aircraft will affect the second allocation of shares which was due in
April 2021. Due to this uncertainty and the situation as at the year end, no value has been attributed to the
element of the second tranche shares that would have been earned during 2020.
See note 18 for further details regarding the lending bank, NordLB assuming rights under the NAS shares
held or receivable due to an Event of Default subsequent to the year end.
13) RESTRICTED CASH
2020
2019
US$ US$
Security deposit
account
5,
054,768
13,633,876
Maintenance reserves
account
22,383,564 20,929,795
Total restricted cash
27
,438,332
34,563,671
The security deposits held have been provided by the two lessees in accordance with the lease agreements
and are made up as follows:
2020 2019
US$
US$
NAS
security deposits
-
6,400,000
Thai security deposits 5,054,768 7,233,876
Total security deposits
5,054,768
13,633,876
The Norwegian Air Shuttle ASA security deposit has been fully used up during the period against rentals that
were due for the period March 2020 to May 2020 and has not been replenished so none is refundable to
NAS as at year end (see note 15).
The Thai Airways security deposit has been fully reserved and applied against unpaid lease rentals per
Reservation of Rights letters served to Thai Airways in June 2020. However, in accordance with the Dekabank
financing arrangements the Thai amount reserved has been kept in the security deposits bank account and
is to be used solely to service loan payments due to Dekabank and so remains as restricted cash. Refer to
note 18 for further details regarding the Dekabank loan. Thai have not replenished the security deposit, so
none is refundable to Thai as at year end (see note 15).
Included in the maintenance reserves cash as at year end is US$ 6,835,590 attributable to the NAS aircraft.
In accordance with the NordLB financing arrangements, the NAS amount reserved has been kept in the
maintenance reserves bank account and remains as restricted cash.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
74
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
13) RESTRICTED CASH (continued)
As detailed in note 18, post year end NordLB after declaring an Event of Default has taken control of, among
other things, NAS aircraft-specific cash balances. This balance together with any relevant post year end
movements are now under the control of NordLB.
14) TRADE AND OTHER RECEIVABLES
2020
2019
US$
US$
Prepayments 45,930 68,606
Rent receivable
10,111,605
-
Maintenance reserve receivable
-
294,970
Total
trade and other receivables
1
0,157,535
363,576
Less: Lifetime Expected Credit Loss provision
Rent receivable
(
10,111,605
)
-
Total
provision
(
10,111,605
)
-
Net trade and other receivables
45,930
363,576
Rent receivable is in relation to outstanding amounts due under the Thai leases only and has been fully
provided as shown above.
The Group does not hold any collateral as security, see note 15 for further details regarding security deposits.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses (‘ECL’) using a lifetime
ECL provision for trade receivables. To measure ECL the Group has split trade receivables per lessee and
assessed each lessee separately. The expected loss rates applied are based on the Group’s assessment of the
credit quality of each lessee as well as the impact of Covid-19, current and future, on the airline sector and
world as a whole. Based on the assessment done of each lessee’s credit risk (see note 3) and how each lessee
has been affected by Covid-19, consider it appropriate to recognise lifetime ECL of the full value of the rent
receivable and lease asset, respectively.
Movements in the impairment allowance for trade receivables are as follows:
2020 2019
US$
US$
Opening provision for ECL
-
-
Increase during the year
11,416,
244
-
Receivable written off
(1,304,
639
)
-
At 31 December 10,111,605 -
Receivable written off is in relation to a portion of NAS lease payments due up to 30 June 2020 that were
written off as part of the lease agreement restructure.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
75
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
15) SECURITY DEPOSITS AND MAINTEANCE RESERVES LIABILITY
2020
2019
US$ US$
Security deposits
:
Refundable to Norwegian
-
6,400,000
Refundable to Thai Airways - 6,864,420
Total security deposits
-
13,264,420
Both NAS and Thai defaulted on the leases during the year and so the Company took over the security deposit
monies and applied these in full against rentals due. The security deposits utilised against receivables were
not replenished. As a result, there are no security deposits refundable to each lessee as at year end. Also
see comments in note 13.
2020
2019
US$
US$
Maintenance reserves:
Refundable to Norwegian
-
6,470,334
Refundable to Thai Airways
14,460,682
13,737,288
Total maintenance
reserves
14,460,682
20,207,622
As detailed in note 3a, there has been a termination of the NAS leases as at 31 December 2020. As a
consequence, there is no longer an obligation in relation to the NAS maintenance reserves and so the NAS
maintenance reserve liability has been released to the Consolidated Statement of Comprehensive Income as
at year end. The released maintenance reserve liability which comprises prior year reserves and current year
additions is recognized in profit or loss as lease related income (see note 5).
16) DEFERRED INCOME
2020
2019
US$
US$
Boeing 787
-
8 Serial No: 35304
-
560,226
Boeing 787
-
8 Serial No: 35305
-
562,538
Boeing 787
-
8 Serial No: 35320
-
332,556
Boeing 787-8 Serial No: 36110 - 1,032,089
Total
deferred income
-
2,487,409
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
76
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
16) DEFERRED INCOME (CONTINUED)
The table below sets out the movements in deferred income for the period ended 31 December 2020
reported in the cash flow statement:
2020
2019
US$
US$
Opening balance (2,487,409) (2,579,881)
Shares received (non
-
cash)
note 1
2
(
40,
283,996)
-
Movement in deferred income
*
42,771,405
92,472
Closing balance - (2,487,409)
*The movement in deferred income comprises deferred income released to Profit or Loss on termination of
the related lease of US$ 34,293,038 (see note 5). The remaining amount is deferred income released to rental
income during the normal course of the lease and is included in Profit or Loss as rental income.
During the year, the restructuring of Norwegian resulted in the group receiving equity in Norwegian valued
at US$ 40,283,996 which included equity to settle amounts waived and/or forborne by the group as a result
of a reduced monthly rental amount from April 2021, as discounted back to the net present value at time of
issuance. More details are in note 12. On inception, this represented income for future rentals for the aircraft
and hence was treated as deferred income. The lease agreements with NAS were in the judgement of the
Directors de-facto terminated in December 2020 as detailed in note 3a and as a result the deferred income
in relation to the NAS leases as at 31 December 2020 has been released in full to the statement of
comprehensive income as lease related income (see notes 4 and 5). Therefore, this is no remaining NAS
deferred income as at year end.
For Thai Airways, rental is due to the group and hence no deferred income as at year end.
The maturity analysis of the deferred income at the reporting date are:
Next 12
months
2 to 5 years After 5 years Total
31 December 2020 US$ US$ US$ US$
Boeing 787
-
8 Serial No: 35304
-
-
-
-
Boeing 787
-
8 Serial No: 35305
-
-
-
-
Boeing 787-8 Serial No: 35320 - - - -
Boeing 787
-
8 Serial No: 36110
-
-
-
-
- - - -
Next 12
months
2 to 5 years After 5 years Total
31 December 2019
US$
US$
US$
US$
Boeing 787-8 Serial No: 35304 560,226 - - 560,226
Boeing 787
-
8 Serial No: 35305
562,538
-
-
562,538
Boeing 787
-
8 Serial No: 35320
332,556
-
-
332,556
Boeing 787
-
8 Serial No: 36110
1,032,089
-
-
1,032,089
2,487,409
-
-
2,487,409
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
77
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
17) TRADE AND OTHER PAYABLES
2020
2019
US$ US$
Swap interest payable
73,483
28,070
Accruals and other payables
720,67
4
345,853
Taxation payable 98,625 67,289
Total trade and other payables 892,781 441,212
18) BANK BORROWINGS
2020
2019
US$
US$
Current liabilities:
B
ank interest payable and bank borrowings
180,915,582
27,107,311
Non
-
current liabilities: bank borrowing
-
163,739,4
3
0
Total liabilities 180,915,582 190,846,741
The borrowings are repayable as follows:
Interest payable
238,969
317,062
Within one year
180,676,613
26,790,249
In two to five years - 120,561,601
After five years
-
43,177,829
Total bank borrowings 180,915,582 190,846,741
The table below analyses the movements in the Group’s bank borrowings:
2020
2019
US$
US$
Opening balance
190,529,679
216,135,121
Repayment of loan (11,700,921) (25,899,083)
Amortisation of deferred
finance costs
1,847,855
293,641
Principal bank borrowings 180,676,613 190,529,679
Interest payable
238,969
317,062
Total bank borrowings 180,915,582 190,846,741
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
78
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
18) BANK BORROWINGS (CONTINUED)
The table below sets out an analysis of net debt and the movements in net debt for the year ended
31 December 2020:
Cash and
cash
equivalents
Principal
Interest
Derivative
Instrument*
Net Debt
US$
US$
US$
US$
US$
At 1 January
2020
12,216,093
(190,529,679)
(317,06
2
)
(2,376,913)
(181,007,5
61
)
Cash flows
(
5,
266
,9
26
)
11,700,9
21
6,981
,54
0
1,500,852
14,
916,38
7
Non cash: -
Fair value movement - - - (1,834,871) (1,834,871)
Amortisation of
deferred finance costs
- (1,847,855) - - (1,847,855)
Interest charge - - (6,903,447) (1,546,266) (8,449,713)
At 31 December 2020 6,949,167 (180,676,613) (238,969) (4,257,198) (178,223,613)
*Including interest payable of US$ 73,483 (2019: US$ 28,070)
Cash and
cash
equivalents
Principal
Interest
Derivative
Instrument*
Net Debt
US$
US$
US$
US$
US$
At 1 January 2019
11,122,182
(216,135,121)
(380,553)
146,083
(205,247,409)
Cash flows
1,093,911
25,899,083
9,339,935
168,372
36,501,301
Non cash: -
Fair value movement
- - - (2,502,638) (2,502,638)
Amortisation of
deferred finance costs
- (293,641) - - (293,641)
Interest charge - - (9,276,444) (188,730) (9,465,174)
At 31 December 2019
12,216,093 (190,529,679) (317,062) (2,376,913) (181,007,561)
*Including interest payable of US$ 28,070 (2018: US$ 7,712)
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
79
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
18) BANK BORROWINGS (CONTINUED)
Loans
The loans are split across two banks as follows:
2020
2019
US$ US$
DekaBank Deutsche Girozentrale
9
8,001,743
103,073,142
Norddeutsche Landesbank
82,913,839
87,773,599
Total loans
1
80,915,582
190,846,741
a) Norddeutsche Landesbank Girozentrale
During the period ended 31 December 2014, the Company utilised the proceeds from the initial public
offering and the proceeds of two separate loans from Norddeutsche Landesbank Girozentrale (‘NordLB’) of
US$ 79,800,000 each to fund the purchase of two Boeing 787-8 aircraft. The balance of both loans at 31
December 2020 was US$ 82,913,839 (31 December 2019: US$ 87,773,599).
The committed term of each loan was from the drawdown date until the date falling twelve years from the
Delivery Date of the relevant Asset. Each Loan to be amortised with repayments every month in arrears over
the term in amounts as set out in a schedule agreed by the Company and the Lenders. Amortisation will be
on an annuity-style (i.e. mortgage-style) basis.
Interest on each NordLB loan is payable in arrears on the last day of each interest period, which is one month
long (the ‘Interest Period’). Interest on each Loan accrues at a floating rate of interest which is calculated
using LIBOR for the length of the Interest Period and a margin of 2.6 per cent per annum (the Loan Margin’)
(‘Loan Floating Rate’). For the purposes of calculating the Loan Floating Rate, if on the date when LIBOR is
set prior to the beginning of an Interest Period it is not possible for LIBOR to be determined by reference to
a screen rate at the time that LIBOR is to be set for that Interest Period (a ‘Market Disruption Event’), the
amount of interest payable to each affected Loan Lender during the Interest Period will be the aggregate of
each Lender’s cost of funds during that monthly period and the Loan Margin. If any amount is not paid by
the Borrower when due under the Loan Transaction Documents, interest will accrue on such amount at the
then current rate applicable to the Loan plus 2.0 per cent per annum. The Group has entered into an ISDA-
standard hedging arrangement with NordLB as hedging provider in connection with the Loans, in order to
provide for a fixed interest rate of 5.06% and 5.08% to be payable in respect of the loans throughout the
whole term.
The NordLB loans entered into by the Group to complete the purchase of the first two Assets are cross
collateralised. Each of the first and second loan is secured by way of security taken over the first and second
Assets and enforce security over both Assets. This means that a default on one loan places both of the Assets
at risk. Following the enforcement of security and sale of the aircraft, the remaining proceeds, if any, may
be substantially lower than investors’ initial investment in the Company.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
80
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
18) BANK BORROWINGS (CONTINUED)
a) Norddeutsche Landesbank Girozentrale (continued)
Post the Norwegian Aircraft lease restructure, the NordLB loan was also restructured subject to entering into
formal loan documentation. Repayments of principal due during the period from May 2020 to March 2021
were deferred, and the profile of debt service for the period starting from 1 April 2021 was adjusted to
reflect the proposed reduction in Norwegian’s monthly lease payments.
All deferred amounts to be repaid by 30 June 2025 at the latest (with prepayment permissible without
charge); and interest on deferred amounts payable on a floating rate basis calculated as 2.60% margin plus
fixed fee of 1.50% plus cost of funds.
The shares in Norwegian (see note 12) were pledged to NordLB for as long as loan deferrals were
outstanding, and accordingly any sale of shares during that time required the prior consent of the banks.
The loans restructure mentioned on the previous page was subject to formal loan documentation being
entered into by 31 July 2020 otherwise they would not be effective. Post year end, the lender notified the
Company that the agreements set out in the restructuring commitment had ceased to be effective given
that definitive loan documentation with respect to the restructuring commitment had not been entered into
by 31 July 2020. Accordingly, subsequent to the year end, the terms of the Loan Agreement prior to the
Restructure Commitments are now effective again.
As at year end, the group was in default as they missed loan repayments when they were due thus the whole
balance due to Norddeutsche Landesbank has been classified as a current liability as at year end. Post year
end, on 24 February 2021, NordLB formally declared an Event of Default under the relevant loan agreements
with the Company's two borrower subsidiaries which meant that NordLB was entitled to enforce rights under
the relevant security documents. On 26 February 2021, the Company received notices of security
enforcement and loan acceleration from NordLB, and accordingly, receivers were appointed in relation to
the two NAS aircraft, the related lease and contract rights, the restricted cash and the shares in the Irish
special purpose vehicle which holds title to the NAS aircraft. NordLB has therefore taken control of the
process of disposing of the two NAS aircraft, with the proceeds of sale (along with relevant aircraft-specific
cash balances, claims against Norwegian and shares in Norwegian held as security) being applied in the first
instance to pay off any outstanding amounts owed to the bank, and any balance remaining thereafter being
remitted to the relevant subsidiaries of the Company.
These developments impact solely upon the two NAS aircraft; they have no effect upon the
Company's arrangements in respect of the aircraft which it leases to Thai Airways; and there is no recourse
by NordLB to the Company itself.
b) DekaBank Deutsche Girozentrale
During the year ended 31 December 2015 the Company utilised the proceeds from the placing and the
proceeds of two separate loans from DekaBank Deutsche Girozentrale (‘DekaBank’) of US$ 78,500,000 each
to fund the purchase of two Boeing 787-8 aircraft. The balance on the loans at 31 December 2020 was US$
98,001,743 (31 December 2019: US$ 103,073,142).
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
81
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
18) BANK BORROWINGS (CONTINUED)
b) DekaBank Deutsche Girozentrale (continued)
The committed term of each loan was from the drawdown date until the date falling twelve years from the
Delivery Date of the relevant Asset. Each Loan was to be amortised with repayments every month in arrears
over the term in amounts as set out in a schedule agreed by the Company and the Lenders. Amortisation will
be on an annuity-style (i.e. mortgage-style) basis.
Interest on each DekaBank loan is payable in arrears on the last day of each interest period, which is one
month long. Interest on the loan accrues at a fixed rate of 4.10 per cent including a margin of 1.95 per cent
per annum. If any amount is not paid by the Borrower when due under the loan agreements, interest will
accrue on such amount at the then current rate applicable to the loan plus 2.0 per cent per annum. No
interest accrued on unpaid amounts during the period as there was an agreement to defer principal
repayments as mentioned below.
The DekaBank loans entered into by the Group to complete the purchase of the third and fourth Assets are
cross collateralised. Each of the third and fourth loan is secured by way of security taken over the third and
fourth Assets and enforce security over both Assets. This means that a default on one loan places both of
the Assets at risk. Following the enforcement of security and sale of the aircraft, the remaining proceeds, if
any, may be substantially lower than investors’ initial investment in the Company.
In light of the moratorium triggered by the Thai instigation of debt proceedings on 27 May 2020, the Board
and the lender, Dekabank, concluded that Thai would not make any further lease rental payments prior to
the rehabilitation court hearing on 25 August 2020. Accordingly, the parties initially agreed that, for the
period from 29 June 2020 to 9 September 2020, the Company would only be required to make interest
payments on its borrowings relating to the assets leased to Thai, with no concomitant capital repayment
obligation; and that the Company will make no dividend payments while deferrals remain outstanding under
those borrowings. Subsequent to 9 September 2020, further one month rolling extensions to the interest
only period were granted by the lenders however the extensions were not to go beyond 31 January 2021
without the express consent of the lenders. The interest payments were sourced from the security deposits
received by the Company from Thai Airways in advance of the commencement of the relevant leases that
the Company has reserved under Reservation of Rights letters provided to Thai. Should an extension not be
granted, the deferred amounts of principal shall become repayable upon demand by the Facility Agent on a
repayment date specified by the Facility Agent which falls at least one month after the extension period end.
On 6 May 2021, subsequent to the new lease arrangements entered into by the Company and Thai as
detailed in note 4, the Company and Dekabank have amended and restated the existing loan facility
agreements in respect of the Thai aircraft to accommodate the new lease terms. Repayments of principal
will be further deferred until the end of the PBH arrangement; and the Company and Dekabank will enter
into discussions at that time to determine how best to schedule interest payments, principal repayments
and a final balloon repayment, having regard for both the income being received by the Company in respect
of the Thai aircraft, and the running costs of the Company and its subsidiaries.
Whilst the loan agreement has been amended post year end, as at the year end, the Group did not have the
contractual right to defer repayment of the Dekabank loans for at least a period of 12 months and accordingly
the loans have been classified as current within the balance sheet.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
82
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
19) SHARE CAPITAL
The Company’s authorised share
capital is unlimited.
Year ended 31 December 2020
Subordinated
Administrative Ordinary
Share
Shares
Total
Issued and fully pai
d (no par value shares)
:
Number
Number
Number
Shares as at 1 January 2020 and 31 December 2020 1 209,333,333 209,333,334
US$
US$
US$
Share capital as at 1 January 2020 and 31 December 2020 - 210,556,652 210,556,652
Year ended 31 December 2019
Subordinated
Administrative
Ordinary
Share
Shares
Total
Issued and fully paid (no par value shares):
Number
Number
Number
Shares as at 1 January 2019 and 31 December 2019 1 209,333,333 209,333,334
US$ US$ US$
Share capital as at 1 January 2019 and 31 December 2019 1 210,556,651 210,556,652
Subject to the applicable company law and the Company’s Articles of Incorporation, the Company may issue
an unlimited number of shares of par value and/or no par value or a combination of both.
The Subordinated Administrative Share is held by DS Aviation GmbH & Co. KG, (the Asset Manager).
Holders of Subordinated Administrative Shares are not entitled to participate in any dividends and other
distributions of the Company. On a winding up of the Company the holders of the Subordinated
Administrative Shares are entitled to an amount out of the surplus assets available for distribution equal to
the amount paid up, or credited as paid up, on such shares after payment of an amount equal to the amount
paid up, or credited as paid up, on the Ordinary Shares to the Shareholders. Holders of Subordinated
Administrative Shares shall not have the right to receive notice of and have no right to attend, speak and
vote at general meetings of the Company except if there are no Ordinary Shares in existence.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
83
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
19) SHARE CAPITAL (CONTINUED)
Without prejudice to the provisions of the applicable company law and without prejudice to any rights
attached to any existing shares or class of shares, or the provisions of the Articles of Incorporation, any share
may be issued with such preferred, deferred or other rights or restrictions, as the Company may by ordinary
resolution, subject to or in default of any such direction, as the Directors may determine.
The Directors are entitled to issue and allot C Shares. No C Shares have been issued since the Company was
incorporated.
20) RESERVES
The movements in the Groups reserves are shown on page 50.
Retained earnings comprises accumulated profits/losses over time and is taken to this reserve which may be
utilised for the payment of dividends if overall in a profitable position.
The hedging reserve comprises the cumulative net change in the value of hedging instruments used in cash
flow hedges pending subsequent recognition in profit or loss as the hedged cash flows affect profit or loss.
21) DIVIDENDS
During the year ended 31 December 2020 the Company declared and paid the following dividends:
Dividend
Dividend reference period Shares per
Share
Paid Payment date
US$ US$
Quarter ended 31 December 2019 209,333,333 0.0225 4,710,000 14 February 2020
As a result of the Coronavirus (‘Covid-19’) pandemic impact on global aviation and especially its lessees, the
Group has suspended dividends until further notice to help preserve liquidity. As mentioned before, the
lending bank (NordLB) in relation to the Company’s two aircraft leased to the Norwegian group have declared
an Event of Default and enforced their security rights in respect of the NAS aircraft. This coupled with the
fact that any lease rental payments received by the Company in respect of the Thai aircraft are expected to
be applied exclusively towards the running costs of the Company and its subsidiaries, and interest payments
and principal repayments to the Thai lenders (Dekabank), means that there is no realistic prospect of the
Company’s shareholders receiving a dividend or other distribution for the foreseeable future. The Board and
its advisers will be consulting with shareholders in the future with a view to determining the best course of
action to take for the future of the Company.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
84
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
21) DIVIDENDS (CONTINUED)
During the year ended 31 December 2019 the Company declared and paid the following dividends:
Dividend
Dividend reference period Shares per
Share
Paid Payment date
US$ US$
Quarter ended 31 December 2018 209,333,333 0.0225 4,710,000 14 February 2019
Quarter ended 31 March 2019 209,333,333 0.0225 4,710,000 16 May 2019
Quarter ended 30 June 2019 209,333,333 0.0225 4,710,000 15 August 2019
Quarter ended 30 September 2019 209,333,333 0.0225 4,710,000 14 November 2019
18,840,000
22) INVESTMENT IN SUBSIDIARY UNDERTAKINGS
The Company’s investments in subsidiaries, all of which have been included in these consolidated financial
statements, are as follows:
Proportion of
Date of
Country of
ownership interest
Name
Incorporation
Incorporation
at 31 December 2020
DP Aircraft Guernsey I Limited 10 July 2013 Guernsey 100%
DP Aircraft Guernsey II Limited
10 July 2013
Guernsey
100%
DP Aircraft Guernsey III
Limited
21 May 2015
Guernsey
100%
DP Aircraft Guernsey IV Limited 21 May 2015 Guernsey 100%
DP Aircraft Ireland Limited
27 June 2013
Republic of Ireland
100%
DP Aircraft UK Limited
14 April 2015
United Kingdom
100%
DP Aircraft Guernsey 1 Limited, DP Aircraft Guernsey II Limited and DP Aircraft Ireland Limited have entered
receivership post year end following enforcement of NordLB security rights as detailed in note 27.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
85
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The following table details the categories of financial instruments held by the Company at the reporting date:
2020
2019
US$ US$
Financial assets
Investment held at fair value
15,630,526
-
Financial assets measured at fair value through profit or loss
15,630,526
-
Cash and cash equivalents
6,
949,167
12,216,093
Restricted cash
27,
438,332
34,563,671
Trade and other receivables (excluding
prepayments)
-
294,970
Financial assets measured at amortised cost
34,
387,499
47,
074,734
Financial liabilities
Bank borrowings
180,915,582
190,846,742
Maintenance reserves 14,460,682 20,207,622
Security deposit
s
-
13,264,420
Trade and other payables (excluding tax) 794,158 373,923
Financial liabilities measured at amortised cost
196,170,421
224,692,707
Interest rate swaps
4,183,715
2,348,843
Financial liabilities designated as hedging instruments 4,183,715 2,348,843
The primary risks arising from the Group’s financial instruments are capital management, credit risk, market
risk and liquidity risk. The principal nature of such risks is summarised below. The Group’s main financial
instruments comprise of cash and cash equivalents, investment held, four separate loan agreements and
interest rate swaps.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
86
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Capital Management
The capital managed by the Group comprises the ordinary shares and the subordinated administrative
shares. The Company is not subject to externally imposed capital requirements.
Until Covid-19, the impact on the aircraft industry and the lessees, income distributions were generally made
quarterly, subject to compliance with Applicable Law and regulations, in February, May, August and
November of each year. The Company aimed to make a distribution to investors of US$ 0.0225 per Share per
quarter. There can be no guarantee that dividends will be paid to Shareholders and, if dividends are paid, as
to the timing and amount of any such dividend. Any distribution of dividend to Shareholders will be subject
always to compliance with the Companies (Guernsey) Law, 2008.
Before recommending any dividend, the Board will consider the financial position of the Company and the
impact on such position of paying the proposed dividend. Dividends are declared and paid in US Dollars.
As a result of the Covid-19 pandemic impact on global aviation and especially its lessees, the Group has
suspended dividends until further notice to help preserve liquidity. Further details on the impact of the
Covid-19 pandemic can be found within the Directors’ Report.
Credit risk
Credit risk is the risk that a significant counterparty will default on its contractual obligations. The Group’s
counterparties during the year were Norwegian and Thai Airways as lessees and providers of income. There
are gross lease rentals receivable from Thai at 31 December 2020, US$ 10,111,605 (2019: US$ Nil). There are
no lease income receivables due from NAS as at year end (2019: US$ Nil). A full lifetime ECL has been
recognised for the lease rentals receivable from Thai (see note 14).
Whilst the board expect that the Thai rehabilitation plan will succeed, the final outcome of those proceedings
is unknown. There is no guarantee that Thailand´s Central Bankruptcy Court will approve Thai Airways´
business rehabilitation petition. Failure of any material part of the business model may have an adverse
impact on its ability to comply with its obligations under the current leases or any proposed lease
restructuring arrangements.
As detailed in note 4, on 2 March 2021 the Company signed a LOI with Thai Airways under which the parties
agreed to amend the existing lease terms. The new terms provide for a PBH arrangement until the end of
2022 (i.e., rent will be payable by reference to actual monthly utilisation of the Thai aircraft), with scaled
back monthly lease payments thereafter, reflecting the reduced rates now seen in the market. The lease
term will be extended to December 2029, after consulting the Lenders retaining a right of early termination
in 2026. A corresponding agreement has been reached with the bank (Dekabank) providing finance for the
aircraft leased to Thai Airways, see note 18.
During the year, the Company renegotiated its contractual position with NAS and entered into an agreement
whereby lease rates were revised and rentals for the period July 2020 to March 2021 were to be received in
shares to be issued in April 2021 if the aircraft were not operated during that period. The aircraft were not
operated between July 2020 and year end thus rent in shares is due as of 31 December 2020.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
87
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Credit risk (continued)
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December
2020 as detailed in note 3a. Post year end, the subsidiary of NAS that is the lessee of the aircraft went into
liquidation. The lending bank for the aircraft that were leased to NAS formally declared an Event of Default
post year end, enforced its security, and took over among other things the rights of the group under the
leases with NAS.
In advance of the commencement of the lease terms under the leases, both Norwegian and Thai paid to the
Group a security deposit in respect of each Asset. These security deposits have been applied against rentals
that were due during the period and there are no security deposits in place as at year end.
Cash and restricted cash are all held at NordLB and DekaBank. The credit rating of NordLB is A3 (2019: A3)
and the credit rating of DekaBank is Aa2 (2019: Aa2). The lessees do not maintain a credit rating.
The carrying amount of financial assets measured at amortised cost recorded in the financial statements
represents the Group’s maximum exposure to credit risk. The Group holds no collateral as security or any
other credit enhancements.
Market risk – interest rate risk
Interest rate risk arises on the Group’s various interest-bearing assets and liabilities from changes in the
general economic conditions of the market from time to time. In respect of the floating rate loans advanced
by NordLB for the purchase of the first two Assets, the Directors have sought to mitigate this risk by swapping
the interest on each loan from a floating rate of interest to a fixed rate of interest. The floating rate of interest
is calculated using LIBOR for the length of the interest period and a margin of 2.6 per cent per annum and
has been swapped for a fixed rate of 5.06 per cent and 5.08 per cent for the duration of the loans. The Group
has entered into ISDA-standard hedging arrangements with NordLB as hedging provider in order to provide
for fixed-rate interest for 12 years to be payable in respect of the loan, funded by the fixed rental payments
under the corresponding lease. The interest rate swaps are not under a single master netting agreement. As
at 31 December 2020 the fair value of the interest rate swaps was a payable of US$ 4,183,715
(2019: US$ 2,348,843).
A 0.25% increase or decrease in interest rates would not have a material impact on the Group due to the
derivatives fixing the interest rates paid by the group.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
88
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Market risk – interest rate risk (continued)
The following table details the Group’s exposure to interest rate risk:
Non
-
interest
Fixed rate
Variable rate
bearing
31 December 2020 instruments instruments instruments Total
US$
US$
US$
US$
Restricted cash
-
27,438,332
-
27,438,332
Cash and cash equivalents - 6,949,167 - 6,949,167
Total financial assets
-
3
4,387,
499
-
34,387,
499
Trade and other payables
-
-
(794,158)
(794,158)
Maintenance reserves
-
-
(
14,460,682
)
(
14,460,682
)
Security deposits
-
-
-
-
Notional interest rate swap
(
74,678,094
)
74,678,094
-
-
NordLB loans - (82,804,726) (109,113) (82,185,747)
DekaBank loans
(97,
871,887
)
-
(129,856)
(97,175,621)
Total financial liabilities
(
172,549,981
)
(
8,126,632
)
(
15,493,809
)
(
19
6,170,421
)
Total interest rate sensitivity gap
(
172,549,981
)
(
26,260,868
)
Non
-
interest
Fixed rate Variable rate bearing
31 December 2019
instruments
instruments
instruments
Total
US$
US$
US$
US$
Restricted cash - 34,563,671 - 34,563,671
Cash and cash equivalents
-
12,216,093
-
12,216,093
Trade receivables
-
-
363,576
363,576
Total financial assets
-
46,779,764
363,576
47,143,340
Trade and other payables - - (373,923) (373,923)
Maintenance reserves
-
-
(20,207,622)
(20,207,622)
Security deposits
-
-
(13,264,420)
(13,264,420)
Notional interest rate swap
(88,486,779)
88,486,779
-
-
NordLB loans
-
(87,605,404)
(168,194)
(87,773,598)
DekaBank loans (102,924,275) - (148,868) (103,073,143)
Total financial liabilities
(191,411,054)
881,375
(34,163,027)
(224,692,706)
Total interest rate
sensitivity gap
(191,411,054)
47,661,139
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
89
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Market risk – foreign currency risk
The Group’s exposure to foreign currency risk is not significant as its cash flows are predominantly in US$
which is the functional currency of the company and subsidiaries, and presentation currency of the Group.
Market risk – price risk
Price risk represents the potential loss the group may suffer through holding investments in securities. As at
year end the Group holds shares in Norwegian. The shares are pledged as security to the NordLB thus can
only be sold with the express consent of the lender.
As at 31 December 2020, the total exposure to market price risk is US$ 15,630,526 (2019: US$ Nil) being
100% of the value the Group’s financial assets measured at fair value through profit or loss. The group is
monitoring the NAS share price and is seeking the most optimal time to realise the shares.
The effect of a 10% increase in the value of the investments held and shares in NAS receivable at the
reporting date would, all other variables held constant, have resulted in an increase in profit and net assets
of US$ 1,734,920 (2019: US$ Nil). A 10% decrease in value would, on the same basis, have decreased profit
and net assets by the same amount.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations in respect of its
financial liabilities. The Group’s main financial commitments are the loans due to NordLB and DekaBank as
well as meeting its ongoing operating expenses.
Liquidity risk management
In the event that the Leases are terminated as a result of a default by Norwegian or Thai Airways, there is a
risk that the Group will not be able to remarket the Assets successfully within the remarketing period
specified in the loan agreements and that (after using the Liquidity Reserve) the Group will not have sufficient
liquidity to comply with its obligations under the Loan Agreements. This may lead to a suspension in
distributions paid on the shares and/or a reduction in the value of the shares and have an adverse effect on
the Group and could ultimately result in the lenders enforcing their security and selling the relevant Asset or
Assets on the market. There can be no guarantee that the Group will be able to re-lease the Assets on terms
as favourable as the existing leases, which may have an adverse effect on the Group and its ability to meet
its investment objective and its dividend target. The price paid by the Group for the Assets partly reflects the
terms of the leases to which the Assets are subject. Accordingly, were any or all of the Assets to be re-leased
on less favourable terms, this may have an adverse effect on the value of the Assets and therefore the share
price.
The lease agreements with NAS were in the judgement of the Directors de-facto terminated in December
2020 as detailed in note 3a and NordLB declared an Event of Default post year end, see note 18.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
90
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Liquidity risk (continued)
No right of redemption or repurchase
Shareholders have no right to have their shares redeemed or repurchased by the Company at any time.
Shareholders wishing to realise their investment in the Company would be required to dispose of their shares
on the stock market. Accordingly, the ability of shareholders to realise the Net Asset Value of, or any value
in respect of, their shares is mainly dependent on the existence of a liquid market in the shares and the
market price of such shares.
Liquidity Proposal
Although the Company does not have a fixed life, the Articles require that the Directors convene a Liquidity
Proposal Meeting to be held no later than 30 June 2026 at which a Liquidity Proposal in the form of an
ordinary resolution will be put forward proposing that the Company should proceed to an orderly wind-up
at the end of the term of the leases. In the event the Liquidity Proposal is not passed, the Directors will
consider alternatives for the Company and shall propose such alternatives at a general meeting of the
shareholders, including re-leasing the Assets, or selling the Assets and reinvesting the capital received from
the sale of the Assets in other aircraft.
The following table details the contractual maturity analysis of the Groups financial liabilities. The amounts
are contractual undiscounted cash flows and therefore will not agree directly to the balances in the
statement of financial position. Note however that the bank loan and interest rate swaps have been included
at their carrying amounts as these are current as at year end and don’t have fixed dates of repayment.
31 December 2020
Next 12
months 2-5 years TotalAfter 5 years
US$
US$
US$
US$
Bank borrowings and interest
(
180
,915,582
)
-
-
(180,915,582)
Interest rate swaps (4,183,715) - - (4,183,715)
Maintenance provision
-
-
(
14,460,682
)
(14,460,682)
Security deposit
-
-
-
-
Trade and other
payables
(
892,783
)
-
-
(892,783)
Total
(
185,992,078
)
-
(
14,460,682
)
(
200,452,760
)
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
91
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
23) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Liquidity risk (continued)
31 December 2019
Next 12
months
2-5 years TotalAfter 5 years
US$
US$
US$
US$
Bank borrowings and interest
(35,393,147)
(141,413,457)
(45,106,859)
(221,913,463)
Interest rate swaps (817,348) (2,338,301) (82,671) (3,238,320)
Maintenance provision
-
-
(20,207,622)
(20,207,622)
Security deposit
-
-
(13,264,420)
(13,264,420)
Trade and other payables (373,923) - - (373,923)
Total
(36,584,418)
(143,751,758)
(78,661,572)
(258,997,748)
In addition to the bank loans, the Group may from time to time use borrowings. To this end the Group may
arrange an overdraft facility for efficient cash management. The Directors intend to restrict borrowings other
than the bank loans to an amount not exceeding 15 percent of the net asset value of the Group at the time
of drawdown. Borrowing facilities will only be drawn down with the approval of the Directors on a case by
case basis. The Directors may also draw down on an overdraft facility for extraordinary expenses determined
by them, on the advice of DS Aviation, to be necessary to safeguard the overall investment objective. With
the exception of the loans, the Directors have no intention, as at the date of this report, to use such
borrowings or overdraft facility for structural investment purposes.
24) FAIR VALUE MEASUREMENT
The accounting policies and basis of measurement in respect of financial instruments are detailed in note 2.
Financial assets at fair value through profit or loss
Investments are measured at fair value with reference to quoted prices and so are categorised within level
1 of the IFRS 13 fair value hierarchy.
Financial assets and financial liabilities at amortised cost
The fair value of cash and cash equivalents, trade and other receivables, restricted cash and interest payable
approximate their carrying amounts due to the short-term maturities of these instruments.
The fair value of floating rate borrowings (NordLB loan) was estimated by discounting future principal and
interest cash flows by a market interest rate of interest at the reporting date. The resulting fair value as at
31 December 2020 was US$ 72,800,000 (2019: US$ 82,185,74).
The fair value of fixed rate borrowings (Dekabank loan) was estimated by discounting future principal and
interest cash flows, discounted by a market interest rate of interest at the reporting date. The resulting fair
value as at 31 December 2020 was US$ 88,000,000 (2019: US$ 98,515,186).
The fixed and floating rate loans have been categorised within level 3 of the fair value hierarchy in the
current year.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
92
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
24) FAIR VALUE MEASUREMENT (CONTINUED)
Financial liabilities designated as hedging instruments
The fair value of the Group’s derivative interest rate swaps is determined by reference to the mid-point on
the yield curves prevailing on the reporting date and represent the net present value of the differences
between the contracted and the valuation rate when applied to the projected balances to the period from
the reporting date to the contracted expiry date.
The interest rate swaps are valued on a recurring basis and have been categorised within level 2 of the fair
value hierarchy required by IFRS 13.
The following table details the contractual undiscounted cash flows of the interest rate swaps:
As at 31 December 2020 Next 12 months 2 to 5 years After 5 years Total
US$
US$
US$
US$
Floating rate receivable
1,881,220
3,388,735
-
5,269,955
Fixed rate payable
(3,499,198)
(5,977,750)
-
(9,476,948)
Interest rate swaps
(1,617,978)
(2,589,015)
-
(4,206,993)
As at 31 December 2019
2 to
5 years
After 5 years
Total
US$ US$ US$ US$
Floating rate receivable
3,409,488
6,915,561
144,255
10,469,304
Fixed rate payable
(4,226,835)
(9,253,862)
(226,925)
(13,707,62
2
)
Interest rate swaps
(817,347)
(2,338,301)
(82,670)
(3,238,318)
As at 31 December 2020, the fair value of the interest rate swaps was a liability US$ 4,183,715
(31 December 2019: asset of US$ 2,348,841). The movement in the interest rate swap liability fair value is
broken down as follows:
2020 2019
US$
US$
Balance as at beginning of the year
2,348,843
(153,795)
Movement through Other Comprehensive Income
3,077,677
2,502,638
Movement through Profit or Loss
(1,242,805)
-
Balance as at year end
4,183,715
2,348,843
The cash flow hedge loss recognised in the Statement of Comprehensive income is made up as follows:
2020
2019
US$
US$
Cash flow hedges – changes in fair value (3,462,554) (2,691,368)
Cash flow hedges – reclassified to profit or loss 384,877 188,730
Movement through Other Comprehensive Income (3,077,677) (2,502,638)
Reserve reclassification on hedge discontinuation
7
5,426,518
-
Cash flow hedge loss
2,348,841
(2,502,638)
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
93
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
24) FAIR VALUE MEASUREMENT (CONTINUED)
Up to 13 May 2020 the hedging relationship between the interest rate swap and the loan was effective and
hedge accounting was being applied. Movements in the fair value were being recognised in Other
Comprehensive Income and being accumulated in a Cash flow hedge reserve. Post 13 May 2020, loan terms
were varied but the terms of the swap were not resulting in hedge accounting being discontinued as there
was no longer a direct economic relationship between the hedged item and the hedging instrument. As a
result, fair value movements between 13 May 2020 and year end have been accounted for directly in Profit
or Loss and the cumulative OCI amount recognised in the Cash flow hedge reserve up to the discontinuation
date has been recycled to Profit or Loss in full given at year end the related loan is repayable on demand.
Transfers between levels
The Company determines whether transfers have occurred between levels in the hierarchy by re-assessing
categorisation based on the lowest level input that is significant to the fair value measurement as a whole at
the end of each reporting period.
There were no transfers between level 1 and level 2 fair value measurements and no transfers into or out of
level 3 fair value measurements during the year ended 31 December 2020 or in the year ended 31 December
2019.
25) RELATED PARTY TRANSACTIONS
The Directors who served during the year received the following remuneration:
Year ended 31
December 2020
US$
Year ended 31
December 2019
US$
Jonathan Bridel (Chairman)
124,994
80,035
Jeremy Thompson (Chairman of the Audit Committee and Senior
Independent Director)
101,665
65,112
Angela Behrend-Görnemann* - (Previously Chairman of the
Management Engagement Committee
,
resigned 31 October 2019)
-
67,283
Harald Brauns (Chairman of the Management Engagement
Committee) 111,346 12,591
Total
338,005
225,021
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
94
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
25) RELATED PARTY TRANSACTIONS (CONTINUED)
The Directors who served during the year received the following remuneration:
During the year ended 31 December 2020, Directors’ remuneration totalled US$ 338,005 (year ended 31
December 2019: US$ 225,021) with US$ 171,712 due at the year-end (2019: US$ 51,051). Directors’
expenses totalling US$ 1,018 were paid during the year ended 31 December 2020 (2019: US$ 11,454), with
US$ Nil due to be paid at the year-end (2019: US$ Nil).
In February 2020 the board reviewed the current director fee levels (inclusive of all subsidiaries) and agreed
that remuneration levels of directors were set at the correct level, however it was proposed that the
Directors remuneration should be increased by annual inflation amount of 3.2% in line with the latest
published independent fee survey. This increase was effective from 1 April 2020:
Annual Fee
Jon
athan
Bridel
£6
6
,000
Jeremy Thompson
£
53
,
7
00
Harald Brauns £58,800
In recognition of the additional work performed in 2020 in relation to the group’s circumstances, the board
have earned extra fees of US$ 110,710 (£81,100) split as follows:-
Additional Fee
Jonathan Bridel £30,000
Jeremy Thompson
£2
4
,
4
00
Harald Brauns
£
26
,
7
00
Although this is not finalised, it is currently the board’s intention where permissible to take the additional
fees in respect of 2020 together with 10% of the base fee from 2021 by way of equity in the company.
Director’s shareholdings in the Company are detailed in the Directors’ Report and received dividends of US$
506 during the year (2019: US$ 2,025).
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
95
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
26) MATERIAL CONTRACTS
Asset Management Agreement
The Asset Management Agreement, dated 19 September 2013, between the Company and DS Aviation was
amended on 5 June 2015 to reflect the acquisition of the two aircraft leased to Thai.
Disposal fee
The amended agreement provides a new calculation methodology for the disposal fee which will only
become payable when all four of the Assets have been sold after the expiry of the fourth Thai Airways lease
in December 2026. The fee will be calculated as a percentage of the aggregate net sale proceeds of the four
Assets, such percentage rate depending upon the Initial Investor Total Asset Return per Share being the total
amount distributed to an initial investor by way of dividend, capital return or otherwise over the life of the
Company. If each of the Assets is sold subsequent to the expiry of their respective leases, the percentage
rate shall be:
Nil if the Initial Investor Total Asset Return per Share is less than 205%;
1.5% if the Initial Total Asset Return per Share equals or exceeds 205% but is less than 255%;
2% if the Initial Total Asset Return per Share equals or exceeds 255% but is less than 305%; or
3% if the Initial Total Asset Return per Share equals or exceeds 305%.
In the event that any of the Assets are sold prior to the expiry of its lease the percentage hurdles set out
above will be adjusted on the following basis:
An amount will be deducted in respect of each Asset sold prior to the expiry of its lease, equal to the
net present value of the aggregate amount of dividends per Share that were targeted to be paid but
were not paid as a result of the early divestment of the relevant Asset; and
A further amount will be deducted, in respect of each Asset sold prior to the expiry of its lease, equal
to the amount by which the proportion of the non-dividend component of the relevant percentage
hurdle attributable to the relevant Asset would need to be reduced in order to meet its net present
value.
The disposal fee is a cash-settled payment to the Asset Manager. There is no disposal fee expected to be
payable and hence the brought forward provision of US$ 2,479,634 has been fully reversed within these
financial statements.
Management fees
The Asset Manager is paid a base fee which is US$ 21,354 per month in respect of the first two Assets
increasing by 2.5% per annum and US$ 16,666 per month in respect of the second two Assets increasing by
2.5% per annum from May 2016. In the year ended 31 December 2020 Asset Management fees totalled
US$ 1,032,327 (2019: US$ 1,007,149) of which US$ 87,240 was due at 31 December 2020 (2019: US$ 85,112).
Note, it has been agreed with the Asset Manager that management fees payable in relation NAS aircraft will
cease from 30 June 2021 after the appropriate handover to the new manager of the NAS aircraft.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
96
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
26) MATERIAL CONTRACTS (CONTINUED)
Administration Agreement
Effective from 1 January 2018, the Company Secretary receives a fixed fee of £50,000 per annum. Any
additional ad hoc meetings are charged on a time spent basis. The Company Administrator receives a fixed
administration fee of the Company of £50,000 per annum plus an additional fixed fee of £6,000 for each of
the wholly owned Guernsey subsidiaries. Additional work in excess of the above is to be charged on a time
spent basis or at a rate agreed between the parties from time to time. Based upon the GBP/US$ exchange
rates on the value date of each payment, the total fees charged by the administrator for the year ended
31 December 2020 were US$ 230,302 (2019: US$ 187,007).
Directors’ fees
Details of the fees paid to the Directors are included in note 25.
27) SUBSEQUENT EVENTS
Norwegian - Lease and Loan arrangements
Subsequent to the year end, the NAS subsidiary that is lessee of the aircraft went into liquidation following
NAS’s announcement that it would be ceasing long-haul operations. The lease agreements with NAS were in
the judgement of the Directors de-facto terminated in December 2020 as detailed in note 3a. The formal
termination process is currently being finalised.
Subsequent to year end, but before the Event of Default was declared as per below, and with consent from
the lenders, 525,000 shares of the first tranche of Norwegian shares received have been sold for proceeds
of approximately US$ 4 million. The proceeds were not up streamed to the Parent and serve as security for
the NAS lenders.
On 24 February 2021, NordLB declared an Event of Default under the relevant loan agreements with the
Company's two borrower subsidiaries which meant that NordLB was entitled to enforce rights under the
relevant security documents. On 26 February 2021, the Company received notices of security enforcement
and loan acceleration from NordLB; and accordingly, receivers were appointed in relation to the two NAS
aircraft, the related lease and contract rights, and the shares in the Irish special purpose vehicle which holds
title to the NAS aircraft. NordLB has therefore taken control of the process of disposing of the two NAS
aircraft, with the proceeds of sale (along with relevant aircraft-specific cash balances, claims against
Norwegian and shares in Norwegian held as security) being applied in the first instance to pay off any
outstanding amounts owed to the bank, and any balance remaining thereafter being remitted to the relevant
subsidiaries of the Company.
These developments impact solely upon the two NAS aircraft; they have no effect upon the
Company's arrangements in respect of the aircraft which it leases to Thai Airways; and there is no recourse
by NordLB to the Company itself.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
97
Page
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
For the year ended 31 December 2020
27) SUBSEQUENT EVENTS (CONTINUED)
Thai Airways – Lease and Loan arrangements
On 2 March 2021, the same date that a business rehabilitation plan was submitted for Thai, the Company
signed a LOI with Thai Airways under which the parties agreed to amend the existing lease terms. The new
terms provide for a PBH arrangement until the end of 2022 (i.e. rent will be payable by reference to actual
monthly utilisation of the Thai aircraft), with scaled back monthly lease payments thereafter, reflecting the
reduced rates now seen in the market. The lease term will be extended by 3 years to December 2029, after
consulting the Lenders retaining a right of early termination in 2026. Thai Airways has also undertaken to
ensure that the Thai aircraft are airworthy and in flight ready condition in all respects by 30 June 2021, and
on an ongoing basis. A corresponding agreement has been reached with the bank providing finance for the
aircraft leased to Thai airways, see below.
On 6 May 2021, following the new lease arrangements entered into by the Company and Thai as described
above, the Company and Dekabank have amended and restated the existing loan facility agreements in
respect of the Thai aircraft to accommodate the new lease terms. Repayments of principal will be deferred
until the end of the PBH arrangement; and the Company and Dekabank will enter into discussions at that
time to determine how best to schedule interest payments, principal repayments, and a final balloon
repayment, having regard for both the income being received by the Company in respect of the Thai aircraft,
and the running costs of the Company and its subsidiaries.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
98
Page
COMPANY INFORMATION
Directors Jonathan Bridel
Jeremy Thompson
Harald Brauns
Registered Office East Wing
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3PP
Channel Islands
Asset Manager DS Aviation GmbH & Co. KG
Stockholmer Allee 53
44269 Dortmund
Germany
Solicitors to the Company Norton Rose Fulbright LLP
(as to English law) 3 More London Riverside
London
SE1 2AQ
United Kingdom
Advocates to the Company Mourant
(as to Guernsey law) Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 1HP
Channel Islands
Auditor KPMG, Chartered Accountants
1 Harbourmaster Place
IFSC
Dublin 1
Ireland
Administrator and Company Secretary Aztec Financial Services (Guernsey) Limited
East Wing
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3PP
Channel Islands
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL
STATEMENTS
Year ended 31 December 2020
2020
99
Page
COMPANY INFORMATION (CONTINUED)
Corporate Broker Investec Bank plc
30 Gresham Street
London
EC2V 7QN
United Kingdom
DP AIRCRAFT I LIMITED
APPENDIX TO THE FINANCIAL STATEMENTS
Year ended 31 December 2020
2020
100
Page
THE FOLLOWING PAGES DO NOT FORM PART OF THE AUDITED FINANCIAL STATEMENTS
DP AIRCRAFT I LIMITED
APPENDIX TO THE FINANCIAL STATEMENTS
Year ended 31 December 2020
2020
101
Page
APPENDIX 1 – ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE
REGULATORY REFERENCE
AIFMD Article 23(1)
DOCUMENT NAME, PAGE AND REFERENCE
(a) a description of the investment strategy and
objectives of the AIF;
Prospectus, page 38, Information on the Company.
if the AIF is a feeder AIF, information on where the
master AIF is established;
Not applicable.
if the AIF is a fund of funds, information on where
the underlying funds are established;
Not applicable.
a description of the types of assets in which the
AIF may invest;
Prospectus, page 38, Information on the Company.
the investment techniques that the AIF, or the
AIFM on behalf of the AIF, may employ and all
associated risks;
Prospectus, page 38, Information on the Company.
Prospectus, pages 18-31, disclosure of risk factors.
any applicable investment restrictions; Prospectus, page 8.
the circumstances in which the AIF may use
leverage;
Prospectus, page 20, Risk of Debt Financing.
the types and sources of leverage permitted and
the associated risks;
Prospectus, page 20, Risk of Debt Financing.
any restrictions on the use of leverage and any
collateral and asset reuse arrangements; and
Prospectus, page 20, Risk of Debt Financing.
the maximum level of leverage which the AIFM is
entitled to employ on behalf of the AIF;
Prospectus, page 20, Risk of Debt Financing.
(b) a description of the procedures by which the AIF
may change its investment strategy or investment
policy, or both;
Prospectus, page 38, Investment Policy.
(c) a description of the main legal implications of the
contractual relationship entered into for the
purpose of investment, including information on
jurisdiction, the applicable law and the existence
or absence of any legal instruments providing for
the recognition and enforcement of judgments in
the territory
where the AIF is established;
Prospectus, page 80, Part IX, Loans and Loan
Agreements.
Prospectus, page 142, Part IV, Definitions.
(d) the identity of the AIFM, the AIF's depositary, the
auditor and any other service providers and a
description of their duties and the investors'
rights;
Prospectus, page 36, Directors and Advisers.
Prospectus, page 152 (h).
(e) a description of how the AIFM complies with the
AIFMD's requirements relating to professional
liability risk;
Prospectus, page 151 (g).
DP AIRCRAFT I LIMITED
APPENDIX TO THE FINANCIAL STATEMENTS
Year ended 31 December 2020
2020
102
Page
APPENDIX 1 – ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (CONTINUED)
REGULATORY REFERENCE
AIFMD Article 23(1)
DOCUMENT NAME, PAGE AND REFERENCE
(f)
a description of:
any AIFM management function delegated by the
AIFM;
Not applicable.
any safe-keeping function delegated by the
depositary;
Not applicable.
the identify of each delegate appointed; and
Not applicable.
any conflicts of interest that may arise from such
delegations;
Not applicable.
(g) a description of the AIF's valuation procedure and
of the pricing methodology for valuing assets,
including the methods used in valuing any hard-
to-value assets;
Prospectus, page 152 (i).
(h) a description of the AIF's liquidity risk
management, including the redemption rights of
investors in normal and exceptional
circumstances, and the existing redemption
arrangements with investors;
Prospectus, page 152 (j).
(i) a description of all fees, charges and expenses,
and the maximum amounts directly or indirectly
borne by investors;
Prospectus, pages 48-50, Fees and Expenses.
(j) a description of how the AIFM ensures a fair
treatment of investors;
Prospectus, page 152 (l).
whenever an investor obtains preferential
treatment or the right to obtain preferential
treatment, a description of:
that preferential treatment;
Prospectus, page 152 (l).
the type of investors who obtain such preferential
treatment; and
Prospectus, page 152 (l).
where relevant, their legal or economic links with
Not applicable.
(k)
the latest annual report
Contained in this document.
(l) the procedure and conditions for the issue and
sale of units or shares;
Prospectus, page 44, Further Issue of Shares.
(m) the latest net asset value of the AIF or the latest
market price of the unit or share of the AIF;
The Company’s shares are traded on the London
Stock Exchange so the latest share price should be
available on www.londonstockexchange.com.
DP AIRCRAFT I LIMITED
APPENDIX TO THE FINANCIAL STATEMENTS
Year ended 31 December 2020
2020
103
Page
APPENDIX 1 – ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (CONTINUED)
REGULATORY REFERENCE
AIFMD Article 23(1)
DOCUMENT NAME, PAGE AND REFERENCE
(n) where available, the historical performance of the
AIF;
Not applicable.
(o)
t
he identity of any prime broker;
Prospectus, page 152 (o).
a description of any material arrangements of the
AIF with its prime brokerage firm and the way any
conflicts of interest are managed;
Prospectus, page 152 (o).
the provision in the contract with the depositary
on the possibility of transfer and reuse of AIF
assets; and
Prospectus, page 151 (a).
information about any transfer of liability to the
prime brokerage firm that may exist; and
Prospectus, page 152 (o).
(p) a description of how and when the information
required under Art. 23(4) and Art. 23(5) of the
AIFMD will be disclosed.
Information may be disclosed in the Company’s
annual report or by the Company publishing the
relevant information on the Company’s website
(http://www.dpaircraft.com) or by the Company
issuing an announcement via a Regulatory
Information Service.
AIFMD Article 23(5)
(a) any changes to the maximum level of leverage
which the AIFM may employ on behalf of the AIF
as well as any right of the reuse of collateral or any
guarantee granted under the leveraging
arrangement;
Not applicable as no changes to the maximum level of
leverage.
(b) the total amount of leverage employed by that AIF. The total leverage employed at 31 December 2020 is
US$ 187,624,941.