24 April 2018
DP Aircraft I Limited (the "Company")
Annual Report and Accounts
Please see attached a copy of the Annual Report and Audited Consolidated Financial Statements for the year ended 31 December 2017 which is available from the Company's registered office.
During the year:
· dividends totalling US$0.09 per Share were paid (2016: US$0.09 per Share);
· profit for the year ended 31 December 2017 was US$ 18,899,551 with Earnings per Share of US$ 0.09028 (2016: US$ 0.09046); and
· the NAV was US$ 1.00937 per Share (excl. Swap liabilities) at 31 December 2017 (2016: US$ 1.00927).
A detailed analysis and commentary of the Company's results for the year ended 31 December 2017 is presented in the Annual Report published today, which will shortly be available to view or download from the Company's website www.dpaircraft.com.
For further information please contact:
Aztec Financial Services (Guernsey) Limited, Company Secretary
+44 (0) 1481 748833
Kellie Blondel / Sophie Lane
This document has been issued by, and is the sole responsibility of the Company and is for information purposes only. It is not, and is not intended to be an invitation, inducement, offer, or solicitation, to deal in the shares of the Company. The price of shares in the Company and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares in the Company. An investment in the Company should be considered only as part of a balanced portfolio of which it should not form a disproportionate part. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.
DP AIRCRAFT I LIMITED
ANNUAL REPORT AND AUDITED CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2017
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.
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 while the asset management of the Group is undertaken by DS Aviation GmbH & Co. KG (the 'Asset Manager').
THE ASSET MANAGER
The Asset Manager has undertaken to provide the asset management 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.
DISTRIBUTION POLICY
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. Four quarterly dividends have been paid during the year ended 31 December 2017 and one has been paid subsequent to the year end, each meeting 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. Investors should not place any reliance on such target dividends or assume that the Company will make any distributions at all.
FACT SHEET
Ticker DPA
Company Number 56941
ISIN Number GG00BBP6HP33
SEDOL Number BBP6HP3
Traded Specialist Fund Segment ('SFS') of the London Stock Exchange
SFM Admission Date 4-Oct-13
Share Price US$ 1.0788 at 31 December 2017
Earnings per share US$ 0.09028 for the year ended 31 December 2017
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 Canaccord Genuity Limited
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')
Thai Airways International Public Company Limited ('Thai Airways')
Website www.dpaircraft.com
HIGHLIGHTS
PROFIT FOR THE YEAR
Profit for the year ended 31 December 2017 is US$ 18,899,551 (Earnings per Share US$ 0.09028 per Share) (2016: US$ 18,937,185 (Earnings per Share US$ 0.09046 per Share)).
NET ASSET VALUE ('NAV')
The NAV excluding swap liabilities was US$ 1.00937 per Share at 31 December 2017 (2016: US$ 1.00927).
Although the fair values of the derivatives will move over their terms, at maturity the derivatives will reduce to nil. The NAV excluding swap liabilities is therefore presented to provide what the Directors consider to be a more relevant assessment of the Group's net asset position.
|
As at 31 December 2017 |
As at 31 December 2016 |
||
|
US$ |
US$ per share |
US$ |
US$ per share |
NAV per the financial statements |
209,669,631 |
1.00161 |
207,778,853 |
0.99257 |
Add back: Derivative instrument liabilities and swap interest payable |
1,623,849 |
0.00776 |
3,496,199 |
0.01670 |
NAV excluding swap liabilities |
211,293,480 |
1.00937 |
211,275,052 |
1.00927 |
DIVIDENDS
Dividends were declared on:
Date |
Dividend reference period |
Dividend per Share |
Payment date |
18 January 2017 |
Quarter ended 31 December 2016 |
US$ 0.0225 per Share |
13 February 2017 |
20 April 2017 |
Quarter ended 31 March 2017 |
US$ 0.0225 per Share |
19 May 2017 |
17 July 2017 |
Quarter ended 30 June 2017 |
US$ 0.0225 per Share |
18 August 2017 |
19 October 2017 |
Quarter ended 30 September 2017 |
US$ 0.0225 per Share |
17 November 2017 |
18 January 2018 |
Quarter ended 31 December 2017 |
US$ 0.0225 per Share |
15 February 2018 |
18 April 2018 |
Quarter ended 31 March 2018 |
US$ 0.0225 per Share |
17 May 2018 |
OFFICIAL LISTING
The Company's Shares were first admitted to trading on the Official List of the Channel Islands Securities Exchange and to trading on the Specialist Fund Segment of the London Stock Exchange on 4 October 2013. The Company's Shares were delisted from the Official List of the Channel Islands Securities Exchange on 27 May 2015.
PLACING OF SHARES
The Company placed no shares during 2016 and 2017.
CHAIRMAN'S STATEMENT
I am pleased to present Shareholders with the Annual Report and Financial Statements for the year ended 31 December 2017.
The Lessees have continued to meet their lease obligations. There are no incidents to bring to the attention of Shareholders concerning the operation of the aircraft, inspections have revealed no matters of concern and the Company and group continues to report a healthy performance.
During the year, the two Thai aircraft had modifications to include Wi-Fi for passengers and crew sleeping quarters. We believe this makes the aircraft more attractive and will allow longer haul capability. The costs of the modifications were met by the airline.
The earnings per share for the year was US$ 0.09028 per share compared to US$ 0.09046 per share for the same period last year. The Company continues to meet its dividend target of US$0.09 per share for the year. The net asset value per share at the year end was US$ 1.00161 compared to US$0.99257 last year.
The outlook for the airline industry for 2018 is positive and the International Air Transport Association expects 2018 to be the fourth year in a row of sustainable global airline profits. During 2017, travel demand grew, catalysed by economic recovery in emerging markets, increased demand for imports and exports in developing markets as well as lower airfares resulting from low fuel prices during 2017. It is expected that costs will challenge profitability in 2018, although global revenues are set to increase compared to 2017. The Asset Manager's report that follows provides a detailed overview of 2017 and the expectations for 2018.
The Company has noted the implementation of substantial growth plans for NAS and its recent fall in operating profits, partly driven by the cost of the expansion. NAS is confident that this strategy will deliver improved financial performance and the Company is monitoring progress with the implementation of the strategy together with the Asset Manager who is liaising with the airline periodically. NAS recently had a successful placement of new equity and its share price has improved following interest shown by IAG who have purchased a 4.6% equity stake in NAS.
The Company's annual general meeting (AGM) is scheduled for 16 July 2018.
I would like to thank our Investors for their continued support of the Company and should the investors wish to contact us, I and my fellow Directors are available via our Company Secretary, whose details can be found at the end of this report.
Jon Bridel
Chairman
23 April 2018
ASSET MANAGER'S REPORT
The outlook for 2018 is positive and the International Air Transport Association (IATA) expects 2018 to be the fourth year in a row of sustainable global airline profits. Performance drivers include passenger and cargo development as well as changes in costs and debt structure. The positive outlook is based on an anticipated growth of 3.1 per cent in global GDP. Global passenger demand is expected to increase by 6 per cent in 2018. Although this is a slower growth rate than in 2017, it is still above the global average of the previous 10 to 20 years (5.5 per cent) and is assumed to exceed the increase of capacity of 5.7 per cent. IATA anticipates that load factors and yields are increasing and the number of total passengers is expected to amount to 4.3 billion in 2018. This year's cargo demand is expected to increase more slowly than in 2017 with some recovery in yields.
According to the International Civil Aviation Organization (ICAO) growth in travel demand in 2017 was mainly as a result of an economic recovery in emerging markets, increased demand for imports and exports in developing markets, growing investments in advanced economies as well as lower air fares resulting from low fuel prices. Last year, 4.1 billion passengers were transported, an increase of 7.1 per cent compared to the previous year. More than 50 per cent of 1.2 billion international tourists travelled by air. IATA expects these international tourists to spend around USD 750 billion in 2018, an increase of 15 per cent over two years. According to ICAO, although jet fuel prices increased by around 25 per cent in 2017 compared to the previous year, prices remained significantly lower than during the 10 years prior to 2016. Low-cost carriers continuously increased their market share and carried 1.2 billion passengers in 2017. Furthermore, they transported 33 per cent of all passengers in Europe and 31 per cent of all passengers in the Asia-Pacific region . The global average load factor of all carriers grew by 0.9 percentage points and reached a record high of 81.2 per cent.
According to IATA, although costs will challenge profitability in 2018, global revenues are anticipated to increase by 9.4 per cent compared to 2017 and global net profit to amount to USD 38.4 billion benefitting from strong demand, improved efficiency and reduced interest payments. Cargo demand is expected to increase by 4.5 per cent, partly profiting from the growing e-commerce business. Costs will remain a challenge in the competitive air transportation market. Average unit costs are anticipated to increase by 4.3 per cent and average unit revenue by 3.5 per cent respectively compared to 2017. It is expected that on average fuel expenses will amount to 20.5 per cent and labour costs to 30.9 per cent of total costs. The former can be minimised by fuel efficient aircraft of new technology and the latter by higher productivity; both cost positions can be lowered by higher load factors in terms of unit costs.
IATA anticipates that profitability will improve for all regions in 2018. Net profits for the Asia-Pacific region are expected to amount to USD 9.0 billion and to USD 11.5 billion for Europe. The ASEAN countries (Association of Southeast Asian Nations) are anticipated to face new low cost market entrants resulting in stronger competition. However, overall passenger demand in the Asia Pacific region is expected to rise by 7.0 per cent and to outperform the anticipated growth in capacity of 6.8 per cent. The increase in cargo performance is projected to be offset by increasing fuel prices. Europe's passenger demand is anticipated to grow by 6.0 per cent and to outperform a rise in capacity of 5.5 per cent. Europe's break-even load factors are the highest amongst all regions due to high competition and regulatory costs.
The latest Boeing Outlook (Current Market Outlook 2017 - 2036) anticipates deliveries of 41,030 aircraft with a total market value of USD 6.1 trillion within the next 20 years. Both Boeing and Airbus (Global Market Forecast 2017 - 2036) continue to forecast that the global passenger and freighter fleet will at least double by 2036. According to Boeing, airline fleets will grow by 3.5 per cent per annum, within the next 20 years. Boeing and Airbus forecast that, 57 per cent and 60 per cent respectively of new deliveries will be used for fleet growth. According to Airbus, world annual traffic more than doubled since 11 September 2001. Boeing forecasts that the current share of the global airlines' fleet from the Asia-Pacific region will increase from 29 per cent to 37 per cent. European airline fleet growth is anticipated to be lower than the global average, with an average annual growth rate of 2.7 per cent.
As at 31 December 2017, Boeing had delivered 636 Boeing 787 Dreamliner aircraft, of which 350 aircraft are B787-8s and 286 aircraft are B787-9s. The total order for this aircraft family amounts to 1,294 aircraft for 67 customers. In 2017, 107 new orders had been placed for the B787 family by new customers such as Okay Airways (China) and WestJet (Canada) as well as by existing customers such as Royal Air Maroc (Airline) and Air Lease Corporation (Lessor). The manufacturer delivered 136 Dreamliner aircraft in 2017.
Norwegian has equipped its B787 fleet with a total of 291 seats, of which 32 are premium economy and 259 economy class seats. This type of aircraft is used to fly from Europe to destinations in Asia and America, including, New York, Los Angeles, Las Vegas and Bangkok. Since the acquisition by DP Aircraft I Limited of the two aircraft LNA and LNB in 2013, Norwegian has met all of its lease obligations in full. On 14 January 2018, aircraft LNA was inspected by DS Skytech Limited in Birmingham at the Monarch maintenance facilities during a Base Check (every 6,000 flight hours). Aircraft LNB was inspected on 6 April 2017 at the British Airways Maintenance facilities in Cardiff during Base Maintenance. Our inspector considers both aircraft and its records to be in good condition with no significant defects or airworthiness related issues.
Thai Airways' B787 fleet offers a total of 264 seats, of which 24 are business and 240 economy class seats. The carrier operates this aircraft type to destinations within the Asia-Pacific region such as Jakarta, Beijing, Ho Chi Minh City, Perth and Brisbane. Since DP Aircraft I Limited acquired the two aircraft TQC and TQD in 2015, Thai Airways has met all of its lease obligations in full. The annual inspection was carried out on 6 September 2017 at Bangkok International Airport. In the context of an upgrade of the Trent 1000 engines to the latest modification standards, aircraft TQD was not in operation for several weeks due to a shortage of spare parts and spare engines, which are provided by Rolls-Royce. During this period, DS Skytech Limited inspected TQD and TQC, the latter being in scheduled commercial service. TQD returned to scheduled commercial service on 17 October 2017. Lease Rental Payments were not affected by the downtime of TQD. Our inspector considers both aircraft and its records to be in good condition with no significant defects or airworthiness related issues. Modifications of TQC, including the instalment of a Wi-Fi antenna and a crew rest compartment, were performed in December 2017.The same modification of TQD was completed in February 2018. The Thai modifications had an impact on flight hours.
The charts below give a short overview of the utilisation of airframe and engines of each of the four aircraft.
AIRFRAME STATUS (31 December 2017) |
Norwegian Air Shuttle |
||||
LN-LNA |
LN-LNB |
||||
|
TOTAL |
December 2017 |
TOTAL |
December 2017 |
|
Flight Hours |
21,700 |
440 |
22,896 |
505 |
|
Flight Cycles |
2,573 |
45 |
2,766 |
57 |
|
Average Monthly Utilisation |
401 hours 47 cycles |
--- |
438 hours 53 cycles |
--- |
|
Flight Hours/Flight Cycles Ratio |
8.43 : 1 |
9.78 : 1 |
8.28 : 1 |
8.86 : 1 |
|
ENGINE DATA (31 December 2017) |
|
|
|||
Engine Serial Number |
10118 |
10119 |
10130 |
10135 |
|
Engine Manufacturer |
Rolls-Royce |
Rolls-Royce |
Rolls-Royce |
Rolls-Royce |
|
Engine Type and Model |
Trent 1000 |
Trent 1000 |
Trent 1000 |
Trent 1000 |
|
Total Time [Flight Hours] |
15,936 |
17,545 |
12,952 |
17,076 |
|
Total Flight Cycles |
1,941 |
2,134 |
1,451 |
2,015 |
|
Location |
In shop |
LN-LNF |
LN-LNB |
LN-LNA |
|
AIRFRAME STATUS (31 December 2017) |
Thai Airways International |
|||
HS-TQC |
HS-TQD |
|||
|
TOTAL |
December 2017 |
TOTAL |
December 2017 |
Flight Hours |
13,105 |
129 |
10,975 |
281 |
Flight Cycles |
3,102 |
24 |
2,707 |
66 |
Average Monthly Utilisation |
342 hours 81 cycles |
--- |
301 hours 74 cycles |
--- |
Flight Hours/Flight Cycles Ratio |
4.20 : 1 |
5.38 : 1 |
4.05 : 1 |
4.26 : 1 |
ENGINE DATA (31 December 2017) |
|
|
||
Engine Serial Number |
10239 |
10240 |
10244 |
10248 |
Engine Manufacturer |
Rolls-Royce |
Rolls-Royce |
Rolls-Royce |
Rolls-Royce |
Engine Type and Model |
Trent 1000 |
Trent 1000 |
Trent 1000 |
Trent 1000 |
Total Time [Flight Hours] |
11,271 |
10,518 |
10,295 |
9,931 |
Total Flight Cycles |
2,670 |
2,583 |
2,507 |
2,451 |
Location |
HS-TQC |
In shop |
In shop |
In shop |
The Lessees
Norwegian Air Shuttle ASA
Norwegian Air Shuttle has operated long-haul services since 2013. As at 28 November 2017, the airline had a fleet of 145 passenger aircraft, including a fleet of 21 Boeing 787s. The airline will take delivery of 11 Dreamliners in 2018. In 2017, Norwegian launched 54 new routes and took delivery of 32 brand new aircraft, including nine Dreamliner B787s. In November 2017 the carrier celebrated the delivery of its 150th Boeing aircraft (a B787-8) since 2008. As at 30 September 2017, Norwegian Air Shuttle had 23 operational bases globally and operated a total of more than 500 routes to over 150 destinations on four continents. In 2017, the airline transported more than 33 million passengers. In January 2018, Norwegian's flight from New York JFK Airport to London Gatwick operated by a B787-9 was the fastest ever transatlantic flight by a subsonic passenger aircraft. Assisted by strong tailwinds, flight time was 5 hours and 13 minutes.
In the third quarter of 2017, operating revenues increased by 21 per cent to NOK 10.07 billion (USD 1.27 billion) while ancillary revenues per passenger grew by 10 per cent, compared to the same quarter in the previous year. The operating profit was NOK 1.59 billion (USD 0.20 billion), up by 16 per cent. Net profit increased by 4 per cent to NOK 1.03 billion (USD 0.13 billion). The equity ratio as at 30 September 2017 was 11 per cent, up 1 percentage point compared to the same date in the previous year. Capacity and demand increased by 25 per cent and 26 per cent respectively and the load factor increased slightly to 91.7 per cent. The airline transported 9.80 million passengers during the third quarter, an increase of 14 per cent. In U.S. and Spain passenger numbers grew by 79 per cent and 25 per cent respectively which was the greatest annual increase in Norwegian's key markets. Cash and cash equivalents as at 30 September 2017 stood at NOK 5.57 billion (USD 0.70 billion).
During the first nine months of 2017, passenger numbers increased by 13 per cent to 25.08 million compared to the same period the previous year, while operating revenues increased by 16 per cent to NOK 23.10 billion (USD 2.90 billion). Ancillary revenues per passenger increased by 5 per cent. Norwegian stated an operating loss of NOK 975 million (USD 123 million) for the first nine months of 2017 compared to an operating profit of NOK 1.49 billion (USD 0.19 billion) for the first nine months of 2016. Net profit decreased from NOK 938 million (USD 117 million) to NOK 620 million (USD 78 million), though it benefited from the sale of a 2.5 per cent Bank Norwegian shareholding in the second quarter (NOK 2.05 billion (USD 244 million)). However, results were significantly influenced by jet fuel prices as well as by the expansion into new markets and setting up new bases resulting in lower staff efficiencies due to critical mass not having yet been achieved under the strong growth phase. In addition, performance has also been impacted by a passenger tax introduced by the Norwegian government in June 2016, by wet leasing costs and by compensation paid to passengers affected by delays.
In December 2017, both demand and capacity increased by 32 per cent compared to the same month in the previous year. For the year 2017, the growth rate of demand and capacity was 25 per cent. Load factors remained stable at 84.6 per cent in December 2017 and around 87.5 per cent for the year. Passenger numbers grew by 12 per cent to 24 million passengers in December 2017 and by 13 per cent to 33.1 million in 2017. Unit revenue and yield in December 2017 remained stable compared to the same month a year ago.
In early January of this year, Norwegian appointed Geir Karlsen as the new CFO. He will join Norwegian in April 2018 and will replace Tore Ostby, who acts as finance chief on an interim basis following Frode Foss's departure. Geir Karlsen acts as finance chief of London-based shipping group Navig8 and previously worked at Golden Ocean Group and Songa Offshore. Tore Ostby will become vice-president of strategic development within Norwegian.
At the end of last year, Norwegian purchased 28 weekly summer slots at London Gatwick Airport to further grow its market share and network, including U.S. destinations. The carrier will further extend its network between Europe and the U.S. for the summer schedule and will significantly grow capacity on the transatlantic routes. Destinations will be added between the U.S. and Milan, Amsterdam, Paris, Rome and Madrid. In the first quarter of 2018, Los Angeles became the fourth U.S. base with 150 cabin crew members. In spring, one route between Scotland and the U.S. ceased and frequencies on other transatlantic routes out of Scotland decreased as the expectation that the Scottish Government would abolish air passenger duty did not materialise. In January of this year, Norwegian signed an interline agreement with Wideroe. The carrier will place its code on public service obligation routes operated by Wideroe. This enables both carriers to span their respective networks within Norway.
Norwegian has indicated that it would be interested in expanding its Asian network. However a 1956 agreement only allows SAS to fly over Russia to Asian destinations. Without this right to fly over Russia, not all Asian destinations can be served efficiently as flight routes to circumvent Russia would be unfavourable in terms of flight time and costs. Talks are ongoing between the Scandinavian and Russian governments but are not expected to materialise within the next two years. Norwegian's Argentinian subsidiary received its air operators certificate (AOC) on 26 January 2018 and its first aircraft, a Boeing 737-800, was received mid-January 2018. The Argentinian subsidiary plans to operate 10 to 12 aircraft until the end of the year and to start operations in the second quarter of 2018. The fleet is anticipated to grow to between 50 to 70 aircraft over the next 12 years and to consist of B737s and B787s offering domestic, regional and international services. In the first move, it is planned to set up domestic and regional routes as well as flights to destinations in the U.S. and Europe. Norwegian Air Argentina will start operations out of Buenos Aires Ezeiza International Airport.
For 2017, Norwegian expects a negative impact from the passenger tax in Norway and weaker demand in the UK. Performance may be negatively influenced by currency movements and increasing unit costs due to fuel price movements. For 2018, Norwegian expects capital expenditures on new aircraft to amount to USD 2.1 billion. The carrier anticipates a negative impact from the introduction of a Swedish passenger tax. However, Norwegian Air Shuttle targets unit costs to decrease by 7.1 per cent to 9.5 per cent and estimates growth of 35 per cent in capacity (Available Seat Kilometres) for 2018.
Thai Airways International Public Company Limited, the full service network carrier and flag carrier of the Kingdom of Thailand, is majority-owned by the Thai Government (Ministry of Finance) (51.03 per cent). As at 30 September 2017, the fleet of Thai Airways, including its subsidiary Thai Smile, comprised 99 aircraft of which six are Boeing 787-8s. Two B787-9s had been delivered to Thai during the third quarter and there are no further B787s on order. In 2017, Thai Airways International, excluding any subsidiaries, transported nearly 20 million passengers, an increase of 9.9 per cent. The carrier currently operates 66 destinations in 35 countries, including 11 destinations in 13 European countries. In the third quarter 2017, Thai Airways was named as "Best South East Asian Airline for 10 consecutive years" by the W6 Awards and awarded "Best Inflight Food 2017" by the International Flight Services Association Compass Awards.
During the third quarter, operating revenues amounted to THB 46.9 billion (USD 1,399 million), an increase of 6.3 per cent compared to the same quarter the previous year. Operating profit was THB 0.7 billion (USD 21 million) compared to an operating loss of THB 0.8 billion (USD 23 million) and net loss increased by 12.5 per cent to THB billion 1.8 (USD 54 million). Results had been impacted by one-time expenses of THB 0.5 billion (USD 16 million), impairment losses of THB 1.5 billion (USD 45 million) and an exchange loss of THB 0.8 billion (USD 25 million). The increase in average jet fuel prices by 11 per cent as well as strong competition and capacity growth by Asian low cost carriers further influenced results. Capacity grew by 7.9 per cent whereas demand increased by 14.9 per cent and therefore the load factor rose by 4.7 percentage points to 78.2 per cent. Passenger yields decreased by 7.5 per cent while passenger numbers and aircraft utilisation increased by 8.9 per cent and 4.3 per cent respectively. The number of foreign tourist arrivals in Thailand increased by 7 per cent in the third quarter 2017.
Revenues in the first nine months of 2017 increased by 4.6 per cent to THB 141.9 billion (USD 4,232 million) compared to the same period in 2016. Operating profit decreased by 54.3 per cent to THB 2.1 billion (USD 63 million) and net loss amounted to THB 3.8 billion (USD 113 million) compared to a net profit of THB 1.5 billion (USD 45 million). Results had been influenced by the above mentioned factors as well as expenditures resulting from the Transformation Plan and its implementation. Passenger demand growth out performed capacity growth and the load factor increased by 6.4 percentage points whereas the yield decreased by 10.1 per cent. The total number of passengers increased by 11.3 per cent and aircraft utilisation improved by 5.3 per cent compared to the first nine months of the previous year. Cash and cash equivalents stood at THB 18.6 billion (USD 555 million) and total assets were THB 287.9 billion (USD 8,587 million) as at 31 September 2017.
In December 2017, Thai rolled over a USD 130 million loan provided by Thailand's finance ministry for one year. In January 2018, TRIS Rating, the Thai partner of Standard & Poor's, reaffirmed Thai Airways as an 'A" rating. The local agency considered different aspects such as the high financial leverage of the carrier, the sectoral vulnerability to fluctuating fuel prices and the carrier's state-owned enterprise status.
Thailand is supporting the aviation industry by creating the Eastern Economic Corridor (EEC) which targets ten industries, including the aviation industry, to facilitate foreign investments by special privileges within three Eastern Thai provinces. The development of the U-Tapao International Airport to become a logistic and air cargo centre is a part of the EEC initiative. Thai Airways and Airbus signed a Cooperation Agreement in December 2017 to explore MRO (Maintenance, Repair and Overhaul) business opportunities at the airport which is already one of the three bases of Thai's MRO arm Thai Technical. The carrier will start to maintain A380s at U-Tapao from 2018.
Thai considers its restructuring efforts - summarised in its Transformation Plan - as key to a profitable future in the long run. This year, Thai Airways entered the third and final stage ("sustainable growth"). Part of this stage involves measurements and strategic objectives such as the growth of its regional network through Thai Smile and the expansion of its international long-haul network including the launch of a Bangkok-Vienna service, which operates four times a week. Moreover, four aircraft were delivered during the third quarter as part of the fleet renewal plan and Thai Smile received a system upgrade to support code sharing services and facilitate connectivity between carriers. Partnerships are signed to further extend the network, for example, with Turkish Airlines and Bangkok Airways. With the launch of the Vienna - Bangkok route, the carrier intends not only to profit from approximately 100,000 Austrian tourists visiting Thailand each year but also to promote Thai Airways for travel to the Asian neighbouring states such as Laos, Cambodia, Myanmar and Vietnam as well as to Australia.
Jonathan (Jon) Bridel, Non- Executive Chairman (53)
Jon is a Guernsey resident and is currently a non-Executive Director of The Renewables Infrastructure Group Limited (FTSE 250), Alcentra European Floating Rate Income Fund Limited, Starwood European Real Estate Finance Limited, Sequoia Economic Infrastructure Income Fund Limited (FTSE 250) and Funding Circle SME Income Fund Limited which are listed on the Main Market of the London Stock Exchange. Other companies include Fair Oaks Income Fund Limited and Phaunos Timber Fund Limited which is in the process of asset realisation. 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 (62)
Jeremy Thompson is a Guernsey resident with sector experience in Finance, Telecoms, Aerospace and Oil & Gas. He acts as a consultant to a number of businesses which include independent non-executive directorships for 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 Riverstone Energy Limited (FTSE 250). 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 a graduate of Brunel (B.Sc) and Cranfield (MBA) Universities and was an invited member to 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.
Angela Behrend-Görnemann, Non-Executive Director (60)
Angela started her career with Hapag-Lloyd AG and was, from 1984 until 2015, employed with HSH Nordbank AG, Hamburg, Germany as the Global Head of Aviation Finance and Global Head of Transportation Finance. In this function she was responsible for Aviation, Rail and Infrastructure Finance with more than 100 employees in teams in New York, London, Hamburg, Kiel, Singapore and Shanghai. She initiated the foundation of the Dublin based Aviation Asset Manager Amentum Capital. Between 2007 and 2011 she was Class B Manager and member of the Investment Committee of HSH Global Aircraft I S.a.r.l, Luxembourg, a closed ended Aircraft Fund. She has extensive experience in the transportation and banking industries with more than 20 years experience in aviation. Angela is resident in Germany. Angela was appointed as a non-executive director of the Company with effect from 1 May 2016.
DIRECTORS' REPORT
The Directors present their Annual Report and Audited Consolidated Financial Statements for DP Aircraft I Limited for the year ended 31 December 2017.
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 admitted to trading on the Specialist Fund Segment of the London Stock Exchange.
Throughout the year the lessees have continued to meet their lease obligations. There are no incidents to bring to the attention of Shareholders concerning the operation of the aircraft, inspections have revealed no matters of concern. The Company's debt has been financed throughout the year as expected and the Company continues to report a healthy performance. A more detailed review of the business and prospects is contained in detail in the Asset Manager's Report. Rolls Royce are currently addressing Trent 1000 engine warranty related issues which have not impacted on the Company's reserves.
Results and Dividends
The profit for the year ended 31 December 2017 was US$ 18.90m (year ended 31 December 2016 US$ 18.94m).
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. Four quarterly dividends have been paid during the year ended 31 December 2017. 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.
The debt to equity ratio was 1.15 as at 31 December 2017 (2016: 1.27).
Subsequent Events
On 18 January 2018 the Company declared a quarterly dividend in respect of the quarter ended 31 December 2017 of US$ 0.0225 per ordinary share to holders of shares on the register at 26 January 2018. The ex-dividend date was 25 January 2018 with payment on 15 February 2018.
On 18 April 2018 the Company declared a quarterly dividend in respect of the quarter ended 31 March 2018 of US$ 0.0225 per ordinary share to holders of shares on the register at 27 April 2018. The ex-dividend date will be 26 April 2018 with payment expected on 17 May 2018.
Directors
The Directors of the Company, who served during the year and to date, are as shown below:
Jonathan Bridel
Jeremy Thompson
Angela Behrend-Görnemann
Directors interests
The Directors' interests in the shares of the Company as at 31 December 2017 are set out below and there have been no changes in such interests up to the current date:
|
Number of ordinary shares 31 December 2017 |
Number of ordinary shares 31 December 2016 |
Jonathan Bridel |
7,500 |
7,500 |
Jeremy Thompson |
15,000 |
15,000 |
Angela Behrend-Görnemann |
- |
- |
Principal Risks and Uncertainties
The Statement of Principal Risks and Uncertainties are as described below.
Substantial Shareholdings
The directors note the following substantial interests in the Company's share capital as at 31 December 2017 (10% and more shareholding):
M&G Investment Management 49,937,979 - 23.86%
CCLA Investment Management 21,640,308 - 13.20%
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 on 1 April 2016.
During the year ended 31 December 2017, the Board had a breadth of experience relevant to the Company and a balance of skills experience and age.
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.
As the Company is not a FTSE 350 company, Directors are currently 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. The Directors will offer themselves by rotation for re-election at each annual general meeting ('AGM'). Jonathan Ronald Lucien Bridel was re-elected at the AGM on 17 July 2017. Angela Behrend-Görnemann is offering herself 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.
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 to Board meetings and Audit Committee meetings during the year to 31 December 2017.
Director |
No of board meetings attended |
No of audit committee meetings attended |
Jonathan Bridel |
4 |
5 |
Jeremy Thompson |
4 |
5 |
Angela Behrend-Görnemann |
4 |
5 |
No. of meetings during the year |
4 |
5 |
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.
In March 2016 the board reviewed the current director fee levels (inclusive of all subsidiaries) and whilst it recognised there was a trend for increased fees over the year then ended it was decided to maintain total annual fees as they then stood until the March 2017 review subject to currency movements if any fees are not paid in Sterling. However, it was agreed to restructure and simplify the fees to better reflect the seniority, experience and responsibilities of the board with effect from 1 April 2016. On this basis, the revised base fee for the Chairman was £35,000 (previously £27,500) with the Audit Chairman receiving £25,000 (£22,500) with a base director fee of £20,000 (£20,000). The fees for all subsidiary positions including the leasing companies were set at £5,000 each, reducing the total fee for subsidiaries by £10,000 per annum. The total fees in Sterling terms are £150,000 (£150,000). On appointment of Angela Behrend-Görnemann on 1 May 2016, it was agreed to pay her fees in Euro.
Following the annual review of Directors fees applicable from 1 April 2017, fees were increased by 2.5 per cent per annum. For the period from 1 April 2018, the increase proposed is 2.6%. See Note 20 of the financials for more details.
During the current and prior year each Director received the following remuneration in the form of Director fees from Group companies:
|
Year ended |
Year ended |
|||
|
31 December 2017 |
31 December 2016 |
|||
|
£ |
US$ equivalent |
£ |
US$ equivalent |
|
Didier Benaroya (until 21 January 2016) |
- |
- |
3,333 |
4,869 |
|
Jonathan Bridel (Chairman) |
56,050 |
74,804 |
53,125 |
71,924 |
|
Jeremy Thompson (Audit Committee Chairman) |
45,825 |
61,158 |
44,375 |
60,185 |
|
Angela Behrend-Görnemann (appointed 1 May 2016) and paid in Euros |
58,784 |
78,453 |
33,333 |
48,391 |
|
|
£ 160,659 |
US$ 214,415 |
£ 134,166 |
US$ 185,369 |
|
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. 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 and Audit Chairman (SID) may receive additional remuneration to reflect the increased level of responsibility and accountability. Remuneration may also be payable for specific corporate work if required including a new prospectus. Going forward, the board may appoint an independent consultant to review fees if it is considered an above inflation rise may be appropriate. The maximum amount of directors fees payable in any one year is currently set at £200,000.
Internal Controls and Risk Management Review
The Board is responsible for the Company's 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.
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.
Auditor
KPMG, Ireland, Chartered Accountants have indicated their willingness to continue in office. Accordingly a resolution proposing their reappointment will be submitted at the Company's next annual general meeting.
Going Concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Directors believe the Group is well placed to manage its business risks successfully as the interest on the Group's loans have been fixed with the bank or via an interest rate swap and the lease rental income and supplemental rental income have been set at an aggregate absolute income stream in excess of the Group's expenses, distributions and financing costs. Accordingly, the Directors have prepared the financial statements on the going concern basis. The Directors are not aware of any material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern.
Viability Statement
The Directors have conducted a robust assessment of the viability of the Company over a three year period, taking account of the Company's current position and the potential impact of the principal risks outlined below.
In making this statement, the Directors have considered the resilience of the Company, taking into account its current position, the principal risks facing the Company in severe but reasonable scenarios and the effectiveness of any mitigating actions. This assessment has considered the potential impacts of these risks on the business model, future performance, solvency and liquidity over the period.
These factors were subjected to a review of different scenarios based on the key assumptions underlying the forecast. Where appropriate, this analysis was carried out to evaluate the potential impact of the Company's principal risks actually occurring, primarily non payment of leases or significant impairment of aircraft values. The Board of Directors have also considered the investment strategy of the Company and the disclosure made in the Prospectus issued during 2015.
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 regularly review the timeliness of receipt of the aircraft rental income. The Directors consider quarterly consolidated management accounts that include the cash flow required for dividend purposes and for the purposes of establishing suitable working capital requirements.
The Directors consider that the Notes to the Financial Statements are integral to the support of the Viability Statement. Note 4 discloses the expected rental income up to and in excess of five years hence. Note 18 contains the expected liability flows and when netted off demonstrates significant net cash inflows, prior to any future dividend declarations under normal circumstances.
From the information provided to, and questions posed by the Directors, the Directors have concluded that there is a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 31 December 2020.
Annual General Meeting
The Annual General Meeting of the Company will be held in Guernsey on 18 July 2018 at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey. The meeting will be held to receive the Annual Report and Audited Consolidated Financial Statements, re-elect Directors, propose the reappointment of the auditor, authorise the Directors to determine the auditor's remuneration and to approve the Directors' remuneration and policy.
Corporate Governance
The Company is not required to comply with any particular corporate governance codes in the UK or Guernsey (since it is not authorised or regulated by the FCA or GFSC) 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.
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 elected 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 100m (equivalent to US$ 105m at 31 December 2017) of net assets under management and also utilises leverage, certain Annual Investor Disclosures are required.
For the purpose of AIFMD, the Company is a Self-Managed Alternative Investment Fund Manager with assets above the EUR 100m (equivalent to US$ 105m at 31 December 2017), 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 the decision of the UK to withdraw from the EU to have a significant impact on the Company given the nature of its operations. They will, however, continue to monitor the airline industry and any impact on the Company, including the impact regarding shareholders who may not be entitled to hold non-EU securities, as the process for leaving the EU progresses.
By order of the Board
Jon Bridel Jeremy Thompson
Director Director
REPORT OF THE AUDIT COMMITTEE
On the following pages, we present the Audit Committee (the 'Committee') Report for 2017, 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 Ms Behrend-Görnemann. The Committee operates within clearly defined terms of reference.
The Committee conducts formal meetings not less than three times a year. There were five meetings during the period under review. 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.
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
· 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
The Company's investment in the four aircraft represents substantially all of the net assets of the Company and as such is the biggest factor in relation to the accuracy of the financial statements. The 31 December 2017 valuations of the four aircraft have been independently obtained from three independent expert valuers (all certified by the International Society of Transport Aircraft Trading 'ISTAT'). Two of the independent expert valuers included encumbered economic full-life valuations in their valuations. These were in excess of the encumbered depreciated value indicated within the Company's Statement of Financial Position. An encumbered valuation assesses the value of an aircraft with a lease attached and therefore incorporates the value of the revenue stream into the aircraft valuation. As a result of the valuations obtained, the Directors determined that no impairment charge was required and resolved to adhere to current estimation for residual value and useful economic life of the aircraft for the purpose of calculating depreciation.
Effectiveness of the Audit
The Committee had formal meetings with KPMG during the period under review:
1) Before the start of the audit to discuss formal planning, discuss any potential issues and agree the scope that will be covered, and
2) 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;
· 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.
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, liaising where necessary with KPMG, and assessing the significant areas of focus for the financial statements, 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 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
STATEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES
Asset risk
The Company's Assets comprise of four Boeing 787-8 aircraft.
The Boeing 787-8 is a new generation aircraft and therefore there is currently insufficient experience and data currently available to be able to give a complete assessment of the long-term use and operation of the aircraft. The Group is exposed to the used aircraft market of the B787-8, which at this time is untested.
Market risk
The airline industry is particularly sensitive to changes in economic conditions and is highly competitive; risks affecting the airline industry generally could affect the ability of Norwegian or Thai Airways to comply with its obligations under the Leases (or any subsequent lease).
There is no guarantee that, upon expiry of the leases, the Assets could be sold 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 Lease 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. The credit rating of NordLB is Baa2 (2016: Baa1) and the credit rating of DekaBank is Aa3 (2016: Aa3).
Norwegian's stated strategy of providing low-cost long haul flights may not be successful; failure of this strategy, or of any other material part of Norwegian's business, may adversely affect Norwegian's ability to comply with its obligations under the leases.
There is no guarantee that the business model of Thai Airways will be successful. Failure of any material part of the business model may have an adverse impact on its ability to comply with its obligations under the leases.
Any failure by Norwegian or 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 loan agreements, could ultimately have an impact on the Company's ability to pay dividends 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, Norwegian is the second largest airline in Scandinavia and the third largest low-cost airline in Europe and Thai Airways is an International full service carrier.
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 sell the relevant Asset to repay the outstanding relevant loan.
More detailed explanations of the above risks can be found within note 18 to the Audited Consolidated Financial Statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
The Companies (Guernsey) Law, 2008 permits the Directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The financial statements are required by law to comply with the Companies (Guernsey) Law, 2008.
The Company is also responsible for ensuring its Annual Report and Audited Consolidated Financial Statements meet the requirements of the UK's FCA Disclosure and Transparency Rules.
The financial statements are required by law to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements are properly prepared and comply with the Companies (Guernsey) Law, 2008. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
So far as each of the Directors are aware, there is no relevant information of which the Company's auditor is unaware, and they have taken all the steps they ought to have taken as Directors to make themselves aware of any relevant information and to establish that the Company's auditor is aware of that information.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for the maintenance and integrity of the Corporate and 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.
DIRECTORS' STATEMENT PURSUANT TO THE DISCLOSURE AND TRANSPARENCY RULES
In accordance with the UK's FCA Disclosure and Transparency Rules, the Directors, confirm that to the best of each person's knowledge and belief:
(a) The Directors' Report incorporates a fair review of the development and performance of the business and the position of the Group together with a description of the principal risks and uncertainties that the Group faces; and
(b) The financial statements, prepared in accordance with IFRS, give a true and fair view of the assets, liabilities, financial position and profit of the Group.
Signed on behalf of the Board by
Jon Bridel Jeremy Thompson
Director Director
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2017
|
|
Year ended |
Year ended |
|
|
31 December 2017 |
31 December 2016 |
|
Note |
US$ |
US$ |
|
|
|
|
Revenue |
|
|
|
Lease rental income |
4 |
57,330,900 |
57,208,260 |
Amortisation of intangible asset - aircraft lease premium |
9 |
(4,362,020) |
(4,362,020) |
Net Revenue |
|
52,968,880 |
52,846,240 |
|
|
|
|
Expenses |
|
|
|
Asset management fees |
21 |
(958,619) |
(935,238) |
Asset Manager's performance fee |
21 |
(833,124) |
(251,274) |
General and administrative expenses |
5 |
(904,127) |
(807,553) |
Depreciation |
9 |
(19,524,024) |
(18,783,026) |
|
|
(22,219,894) |
(20,777,091) |
|
|
|
|
Operating profit |
|
30,748,986 |
32,069,149 |
|
|
|
|
Finance costs |
6 |
(12,084,659) |
(13,170,838) |
Finance income |
|
283,394 |
79,460 |
Net Finance Costs |
|
(11,801,265) |
(13,091,378) |
|
|
|
|
Profit before tax |
|
18,947,721 |
18,977,771 |
|
|
|
|
Taxation |
7 |
(48,170) |
(40,586) |
|
|
|
|
Profit for the year |
|
18,899,551 |
18,937,185 |
|
|
|
|
Other Comprehensive Income |
|
|
|
Items that are or may be reclassified to profit or loss |
|
|
|
Cash flow hedges - changes in fair value |
19 |
116,572 |
(639,574) |
Cash flow hedges - reclassified to profit or loss |
19 |
1,714,655 |
2,667,774 |
Total Other Comprehensive Income |
|
1,831,227 |
2,028,200 |
Total Comprehensive Income for the year |
|
20,730,778 |
20,965,385 |
|
|
|
|
|
|
US$ |
US$ |
Earnings per Share for the year - basic and diluted |
8 |
0.09028 |
0.09046 |
All the items in the above statement derive from continuing operations.
All income is attributable to the Ordinary Shares of the Company.
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
|
|
2017 |
2016 |
|
Note |
US$ |
US$ |
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
Property, Plant and Equipment - Aircraft |
9 |
410,978,950 |
430,502,974 |
Intangible Asset - Aircraft Lease Premium |
9 |
35,103,519 |
39,465,539 |
Total non-current assets |
|
446,082,469 |
469,968,513 |
|
|
|
|
CURRENT ASSETS |
|
|
|
Cash and cash equivalents |
|
9,442,220 |
9,011,045 |
Restricted cash |
10 |
43,484,175 |
35,918,011 |
Trade and other receivables |
|
1,178,711 |
50,733 |
Total current assets |
|
54,105,106 |
44,979,789 |
|
|
|
|
TOTAL ASSETS |
|
500,187,575 |
514,948,302 |
|
|
|
|
EQUITY |
|
|
|
Share Capital |
14 |
210,556,652 |
210,556,652 |
Retained Earnings |
15 |
676,034 |
616,483 |
Hedging Reserve |
15 |
(1,563,055) |
(3,394,282) |
Total equity |
|
209,669,631 |
207,778,853 |
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
Bank borrowings |
13 |
216,136,376 |
240,239,740 |
Maintenance reserves |
18 |
30,242,119 |
22,569,978 |
Security deposits |
11 |
13,264,420 |
13,264,420 |
Derivative instrument liabilities |
18 |
1,563,058 |
3,394,282 |
Asset manager performance fee |
21 |
1,433,636 |
600,512 |
Total non-current liabilities |
|
262,639,609 |
280,068,932 |
|
|
|
|
CURRENT LIABILITIES |
|
|
|
Bank borrowings |
13 |
24,780,594 |
23,986,255 |
Deferred income |
4 |
2,641,658 |
2,681,426 |
Trade and other payables |
12 |
456,083 |
432,836 |
Total current liabilities |
|
27,878,335 |
27,100,517 |
|
|
|
|
TOTAL LIABILTIES |
|
290,517,944 |
307,169,449 |
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
500,187,575 |
514,948,302 |
The financial statements were approved by the Board of Directors and were authorised for issue on 23 April 2018. They were signed on its behalf by:
Jon Bridel Jeremy Thompson
Chairman Director
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
|
|
Year ended |
Year ended |
|
|
31 December 2017 |
31 December 2016 |
|
|
US$ |
US$ |
|
|
|
|
Profit for the year |
|
18,899,551 |
18,937,185 |
|
|
|
|
Adjusted for: |
|
|
|
Depreciation |
|
19,524,024 |
18,783,026 |
Amortisation |
|
4,362,020 |
4,362,020 |
Amortisation of deferred finance costs |
|
294,455 |
292,825 |
Finance costs |
|
11,790,204 |
12,878,013 |
Income tax expense |
|
48,170 |
40,586 |
Changes in: |
|
|
|
Increase in maintenance provision |
|
7,672,141 |
10,897,719 |
(Decrease)/ Increase in deferred income |
|
(39,768) |
82,872 |
Increase in Asset Manager's performance fee |
|
833,124 |
251,274 |
Increase in accruals and other payables |
|
64,403 |
8,026 |
Increase in receivables |
|
(1,127,978) |
(17,733) |
Income taxes paid |
|
(48,197) |
(17,233) |
NET CASH FLOW FROM OPERATING ACTIVITIES |
|
62,272,149 |
66,498,580 |
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
Restricted cash |
|
(7,566,164) |
(10,976,711) |
NET CASH FLOW USED IN INVESTING ACTIVITIES |
|
(7,566,164) |
(10,976,711) |
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
Dividends paid |
|
(18,840,000) |
(18,840,000) |
Bank loan principal repaid |
|
(23,612,667) |
(22,520,131) |
Bank loan interest paid |
|
(10,066,361) |
(10,227,440) |
Swap interest paid |
|
(1,755,782) |
(2,700,602) |
NET CASH FLOW USED IN FINANCING ACTIVITIES |
|
(54,274,810) |
(54,288,173) |
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR |
|
9,011,045 |
7,777,349 |
Increase in cash and cash equivalents |
|
431,175 |
1,233,696 |
CASH AND CASH EQUIVALENTS AT END OF YEAR |
|
9,442,220 |
9,011,045 |
The notes form an integral part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2017
|
|
|
Retained |
Hedging |
Total |
|
|
Share capital |
Earnings |
Reserve |
Equity |
|
Note |
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
|
As at 1 January 2017 |
|
210,556,652 |
616,483 |
(3,394,282) |
207,778,853 |
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
|
|
|
Profit for the year |
|
- |
18,899,551 |
- |
18,899,551 |
Other comprehensive income |
|
- |
- |
1,831,227 |
1,831,227 |
Total comprehensive income |
|
- |
18,899,551 |
1,831,227 |
20,730,778 |
|
|
|
|
|
|
Transactions with owners of the Company |
|
|
|
|
|
Dividends |
16 |
- |
(18,840,000) |
- |
(18,840,000) |
As at 31 December 2017 |
|
210,556,652 |
676,034 |
(1,563,055) |
209,669,631 |
|
|
|
|
|
|
As at 1 January 2016 |
|
210,556,652 |
519,298 |
(5,422,482) |
205,653,468 |
|
|
|
|
|
|
Total comprehensive income for the year |
|
|
|
|
|
Profit for the year |
|
- |
18,937,185 |
- |
18,937,185 |
Other comprehensive expense |
|
- |
- |
2,028,200 |
2,028,200 |
Total comprehensive income |
|
- |
18,937,185 |
2,028,200 |
20,965,385 |
|
|
|
|
|
|
Transactions with owners of the Company |
|
|
|
|
|
Dividends |
16 |
- |
(18,840,000) |
- |
(18,840,000) |
As at 31 December 2016 |
|
210,556,652 |
616,483 |
(3,394,282) |
207,778,853 |
The notes form an integral part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
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 was listed on the Channel Islands Securities Exchange until 27 May 2015 and 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 (2016: 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 20 April 2018.
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 (collectively IFRSs) 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.
During the year it has been deemed more appropriate to present the amortisation arising on the lease premium under revenue and to present a net revenue subtotal. The prior year Statement of Comprehensive Income also reflects this reclassification. As this is a presentational change only there is no impact the Company's profit and loss, cash flows and equity.
Basis of Measurement
The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair value and designated as hedging instruments.
Going concern
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Directors believe the Group is well placed to manage its business risks successfully as the interest on the Group's loans have been fixed with the bank or via an interest rate swap and the lease rental income and supplemental rental income have been set at an aggregate absolute income stream in excess of the Group's current expenses, distributions and financing costs. Accordingly, the Directors have prepared the financial statements on the going concern basis. The Directors are not aware of any material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern.
New standards, interpretations and amendments effective from 1 January 2017
There were no new standards or interpretations effective for the first time for periods beginning on or after 1 January 2017 that impacted the Group's accounting policies except for: Disclosure Initiative Amendment to IAS7. This amendment requires disclosure of changes in liabilities arising from financing activities. See note 13 for this.
New standards, interpretations and amendments in issue but not yet effective
There are a number of new standards, amendments to standards and interpretations that are effective for annual periods beginning after 1 January 2018 which will be adopted from their effective date. Those which are relevant to the Group's future financial statements are considered below:
IFRS 9 Financial Instruments
IFRS 9 Financial Instruments is the IASB's replacement of IAS 39 Financial Instruments: Recognition and Measurement. The package of improvements introduced by IFRS 9 includes a new model for classification and measurement, a single, forward-looking 'expected loss' impairment model for financial assets held at amortised cost and a substantially-reformed approach to hedge accounting. Accounting for financial liabilities is substantially the same. The standard is effective for annual periods beginning on or after 1 January 2018.
IFRS 9 is not expected to require any changes in the classification or measurement of the group's financial instruments. Furthermore, given the Group's only financial assets are restricted cash and cash and cash equivalents, the replacement of the incurred loss model in IAS 39 with a forward looking approach is not expected to have a material or significant impact on the Group.
Hedge accounting under IFRS 9 adopts a more principle based approach than that under IAS 39. The quantitative effectiveness test under IAS 39 has been removed and replaced with a number of other effectiveness requirements which must all be met. The Directors fully expect the interest rate swap derivatives to meet the effectiveness requirements in IFRS 9 and the Group will therefore be able to continue to hedge account for these instruments.
IFRS 15 Revenues from Contracts with customers
IFRS 15 deals with revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The standard replaces IAS 18 'Revenue' and IAS 11 'Construction contracts' and related interpretations and is effective for annual periods beginning on or after 1 January 2018. As the Group's revenue is solely derived from leases, the application of IFRS 15 is not expected to change the nature or timing of revenue recognised.
IFRS 16 Leases
IFRS 16 Leases is the IASB's replacement of IAS 17 Leases which eliminates the classification by a lessee of leases as either operating or finance. Instead all leases are treated in a similar way to finance leases in accordance with IAS 17. The standard's approach to lessor accounting is substantially unchanged from IAS 17 and as such is not expected to have a significant impact on the Group. The standard is effective for annual periods beginning on or after 1 January 2019.
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 (2016: £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.
The tax currently payable is based on taxable profit for the year. 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.
d) Property, plant and equipment - Aircraft and related lease premium
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, with the same or similar aircraft types and considering anticipated utilisation of the aircraft.
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 Aircraft Lease Premium in non-current assets 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 2014 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 lease life of 12 years at acquisition.
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 not recoverable and is in excess of its fair value. 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. Future cash flows are assumed to occur under the prevailing market conditions and assume adequate time for a sale between a willing buyer and a willing seller. Expected future lease rates are based upon all relevant information available, including the existing lease, current contracted rates for similar aircraft, appraisal data and industry trends.
e) 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.
Derivative financial instruments
The Group has two interest rate swaps in order to provide for fixed-rate interest to be payable in respect of two of the bank loans, matching the timing of the scheduled fixed rental payments under the two leases. Interest rate swaps have been entered into to provide for certainty of cash flow and elimination of volatility.
On initial designation of the derivative as a hedging instrument the Group formally documents the relationship between the hedging instrument and the hedged item, including the risk management objective and strategy in undertaking the hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the hedging relationship.
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the cash flows attributable to the hedged risk, and whether the actual results of each hedge are within a range of 80% - 125%.
Fair value movements on the derivative instruments are recorded as other comprehensive income in the consolidated statement of comprehensive income, to the extent they are effective. The fair value of the derivative instruments are recorded as "derivative liabilities" or "derivative assets" in the consolidated statement of financial position.
The swap interest charged in the year is reclassified from other comprehensive income and recognised in profit or loss.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, restricted cash, loans and borrowings, and trade and other payables. Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition, non-derivative financial instruments are measured at amortised cost using the effective interest rate method, less any impairment losses in the case of financial assets.
Fair values of non-derivative financial instruments, 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.
Financial Assets - Loans and receivables
i. 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. Where investments are categorised as cash equivalents, the related balance has a maturity of three months or less from the date of acquisition. Cash and cash equivalents are carried at amortised cost.
ii. 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 is measured at amortised cost and includes monies received in relation to maintenance provisions and security deposits.
iii. Trade and other receivables are recognised initially at fair value and are thereafter measured at amortised cost using the effective interest rate less any provision for impairment. Trade and other receivables are discounted when the time value of money is considered material. A provision for impairment of trade receivables is recognised when there is objective evidence the Group will not be able to collect all amounts due according to the original terms of the receivables.
Financial Liabilities at amortised cost
iv. 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.
v. 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.
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 other income.
vi. 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.
vii. 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.
· 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.
f) Share capital
Shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognised as a deduction from retained earnings.
g) 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.
h) Dividends
Dividends are recognised as a liability in the financial statements in the period in which they become obligations of the Company.
Dividends become an obligation when the payment of the dividend is no longer at the discretion of the Company and are therefore recognised when they are paid.
i) 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.
j) Expenses
Expenses are accounted for on an accruals basis.
k) 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.
l) 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.
m) 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.
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.
a) 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. In making a judgement regarding these estimates the Directors will consider previous sales of similar aircraft and other available aviation information. The Group engage three Independent Expert Valuers each year to provide a valuation of the Assets and take into account the average of the three valuations provided. The Group expects that, in performing their valuations, the Independent Expert Valuers will have regard to factors such as the prevailing market conditions (which may impact on the resale value of the Assets), the leases (including the scheduled rental payments and remaining scheduled term of the leases) and the creditworthiness of the lessees. Accordingly, any early termination of the leases may impact on the valuation of the Assets. As at 31 December 2017 there was no indication of impairment in the Group's Assets (2016: nil).
Residual value estimates of the Aircraft were determined by the full life inflated values at the end of the leases from three 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 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". An aircraft's full life value is founded in the historical trend of values and in the projection of value trend and presumes an arm's-length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for marketing. The full life inflated values used within the financial statements match up the four 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 the leases for the aircraft as at 31 December was US$249,761,681 (31 December 2016: US$256,535,600).
b) Derivative fair value
The Directors estimate the fair value of derivative contracts based on valuation techniques. These techniques are significantly affected by the assumptions used which are observable expect for credit valuation adjustments and derivative valuation adjustments, including discount rates and estimates of future cash flows.
4) LEASE RENTAL INCOME
|
|
|
|
|
|
|
|
Year ended |
Year ended |
|
|
|
31 December 2017 |
31 December 2016 |
|
|
|
U$ |
US$ |
|
Deferred income brought forward |
|
2,681,426 |
2,598,554 |
|
Lease rental income received |
|
57,291,132 |
57,291,132 |
|
Deferred income carried forward |
|
(2,641,658) |
(2,681,426) |
|
Total lease rental income |
|
57,330,900 |
57,208,260 |
All lease rental income is derived from two customers located in Norway and Thailand and all four Assets are Boeing 787-8 aircraft. During the year ended 31 December 2017 the Group earned the following amounts of rental income from these two customers:
|
|
|
|
|
|
|
|
|
Year ended |
Year ended |
|
|
|
|
31 December 2017 |
31 December 2016 |
|
|
|
|
U$ |
US$ |
|
|
|
|
|
|
|
|
Norway |
|
|
29,873,220 |
29,750,580 |
|
Thailand |
|
|
27,457,680 |
27,457,680 |
|
Total lease rental income |
|
57,330,900 |
57,208,260 |
The contracted cash lease rental payments to be received under non-cancellable operating leases at the reporting date are:
|
Next 12 months |
2 to 5 years |
After 5 years |
Total |
31 December 2017 |
US$ |
US$ |
US$ |
US$ |
Boeing 787-8 Serial No: 35304 |
14,886,012 |
59,544,048 |
36,735,823 |
111,165,883 |
Boeing 787-8 Serial No: 35305 |
14,947,440 |
59,789,760 |
39,180,721 |
113,917,921 |
Boeing 787-8 Serial No: 35320 |
13,745,640 |
54,982,560 |
53,837,090 |
122,565,290 |
Boeing 787-8 Serial No: 36110 |
13,712,040 |
54,848,160 |
51,420,150 |
119,980,350 |
|
57,291,132 |
229,164,528 |
181,173,784 |
467,629,444 |
|
Next 12 months |
2 to 5 years |
After 5 years |
Total |
31 December 2016 |
US$ |
US$ |
US$ |
US$ |
Boeing 787-8 Serial No: 35304 |
14,886,012 |
59,544,048 |
51,621,835 |
126,051,895 |
Boeing 787-8 Serial No: 35305 |
14,947,440 |
59,789,760 |
54,128,161 |
128,865,361 |
Boeing 787-8 Serial No: 35320 |
13,745,640 |
54,982,560 |
67,582,730 |
136,310,930 |
Boeing 787-8 Serial No: 36110 |
13,712,040 |
54,848,160 |
65,132,190 |
133,692,390 |
|
57,291,132 |
229,164,528 |
238,464,916 |
524,920,576 |
5) GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
Year ended |
Year ended |
|
|
|
31 December 2017 |
31 December 2016 |
|
|
|
US$ |
US$ |
|
|
|
|
|
Legal and professional fees |
|
301,787 |
294,935 |
|
Directors fees and expenses (note 20) |
|
223,684 |
187,767 |
|
Administration fees (note 21) |
|
187,586 |
168,418 |
|
Insurance |
|
114,977 |
47,743 |
|
Audit fees |
|
|
63,304 |
66,602 |
Foreign exchange gains |
|
|
(949) |
- |
Other fees and expenses |
|
|
13,738 |
42,088 |
Total general and administrative expenses |
|
904,127 |
807,553 |
6) FINANCE COSTS
|
|
|
|
|
|
|
|
|
|
Year ended |
Year ended |
|
|
|
|
|
31 December 2017 |
31 December 2016 |
|
|
|
|
|
US$ |
US$ |
|
|
|
|
|
|
|
|
|
Loan interest paid and payable |
|
|
10,075,549 |
10,210,239 |
|
|
Amortisation of deferred finance costs |
|
294,455 |
292,825 |
|
||
Total finance costs at effective interest rate |
|
10,370,004 |
10,503,064 |
|
||
Cash flow hedges reclassified from other comprehensive income |
|
|
1,714,655 |
2,667,774 |
|
|
Total finance costs |
|
|
12,084,659 |
13,170,838 |
|
|
|
|
|
|
|
|
|
7) 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 (2016: £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 2017 was US$ 48,197 (2016: US$ 17,233). 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 effective tax rate is 0.2% (2016: 0.2%).
8) EARNINGS PER SHARE
|
|
|
|
|
|
|
|
Year ended |
Year ended |
|
|
|
31 December 2017 |
31 December 2016 |
|
|
|
US$ |
US$ |
|
|
|
|
|
Profit for the year |
|
18,899,551 |
18,937,185 |
|
Weighted average number of shares |
|
209,333,333 |
209,333,333 |
|
Earnings per share |
|
0.09028 |
0.09046 |
There are no instruments in issue that could potentially dilute earnings per Ordinary Share in future years.
9) PROPERTY, PLANT, EQUIPMENT & INTANGIBLE ASSETS - AIRCRAFT & LEASE PREMIUM
|
Aircraft |
Lease Premium |
Total |
|
US$ |
US$ |
US$ |
COST |
|
|
|
As at 1 January and 31 December 2017 |
476,751,161 |
46,979,793 |
523,730,954 |
|
|
|
|
ACCUMULATED DEPRECIATION / AMORTISATION |
|
|
|
As at 1 January 2017 |
46,248,187 |
7,514,254 |
53,762,441 |
Charge for the year |
19,524,024 |
4,362,020 |
23,886,044 |
As at 31 December 2017 |
65,772,211 |
11,876,274 |
77,648,485 |
|
|
|
|
CARRYING AMOUNT |
|
|
|
As at 31 December 2017 |
410,978,950 |
35,103,519 |
446,082,469 |
|
|
|
|
|
|
|
|
COST |
|
|
|
As at 1 January and 31 December 2016 |
476,751,161 |
46,979,793 |
523,730,954 |
|
|
|
|
ACCUMULATED DEPRECIATION / AMORTISATION |
|
|
|
As at 1 January 2016 |
27,465,161 |
3,152,234 |
30,617,395 |
Charge for the year |
18,783,026 |
4,362,020 |
23,145,046 |
As at 31 December 2016 |
46,248,187 |
7,514,254 |
53,762,441 |
|
|
|
|
CARRYING AMOUNT |
|
|
|
As at 31 December 2016 |
430,502,974 |
39,465,539 |
469,968,513 |
|
|
|
|
The Boeing 787-8 is a new generation of aircraft. Due to the new type of design, in particular in respect of innovative materials and technology, there is currently insufficient experience and data available to be able to give a complete assessment of the long-term use and operation of the aircraft. There is a risk that the newly developed materials may be found to be less efficient or durable than expected and thereby may lead to higher maintenance and repair costs. Under the terms of the Leases, the cost of repair and maintenance of the Assets will be borne by Norwegian 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 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.
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 13.
The estimated residual value of the Boeing 787-8 Assets as at the end of their respective leases in 2025 and 2026 have been supported by independent experts as at 31 December 2017. 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.
The future cash in-flows for the Assets (excluding the assets residual value in the event of a sale) have been fixed at a set rate as agreed between the Group and the lessees.
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.
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.
10) RESTRICTED CASH
|
|
|
2017 |
2016 |
|
|
|
|
US$ |
US$ |
|
|
|
|
|
|
|
Security deposits |
|
|
13,355,045 |
13,291,363 |
|
Maintenance reserves |
|
|
30,129,130 |
22,626,648 |
|
Total restricted cash |
|
|
43,484,175 |
35,918,011 |
|
|
|
|
|
|
|
11) SECURITY DEPOSITS
|
|
|
2017 |
2016 |
|
|
|
|
US$ |
US$ |
|
|
|
|
|
|
|
Security deposits: |
|
|
|
|
|
|
Refundable to Norwegian |
|
|
6,400,000 |
6,400,000 |
|
Refundable to Thai Airways |
|
|
6,864,420 |
6,864,420 |
Total security deposits |
13,264,420 |
13,264,420 |
12) TRADE AND OTHER PAYABLES
|
|
|
2017 |
2016 |
|
|
|
US$ |
US$ |
|
|
|
|
|
Swap interest payable |
|
|
60,791 |
101,917 |
Accruals and other payables |
|
|
342,226 |
277,823 |
Taxation payable |
|
|
53,066 |
53,096 |
Total trade and other payables |
|
|
456,083 |
432,836 |
13) BANK BORROWINGS
|
2017 |
2016 |
|
US$ |
US$ |
Current liabilities: bank interest payable and bank borrowings |
24,780,594 |
23,986,255 |
Non-current liabilities: bank borrowing |
216,136,376 |
240,239,740 |
Total liabilities |
240,916,970 |
264,225,995 |
|
|
|
The borrowings are repayable as follows: |
|
|
Interest payable |
382,774 |
373,587 |
Within one year |
24,397,820 |
23,612,668 |
In two to five years |
109,886,121 |
106,051,575 |
After five years |
106,250,255 |
134,188,165 |
Total bank borrowings |
240,916,970 |
264,225,995 |
The table below analyses the movements in the Group's bank borrowings:
|
2017 |
2016 |
|
|
US$ |
US$ |
|
Opening balance |
263,852,408 |
286,079,714 |
|
Repayment of loan |
(23,612,667) |
(22,520,131) |
|
Amortisation of deferred finance costs |
294,455 |
292,825 |
|
Principal bank borrowings |
240,534,196 |
263,852,408 |
|
Interest payable |
382,774 |
373,587 |
|
Total bank borrowings |
240,916,970 |
264,225,995 |
|
The table below sets out an analysis of net debt and the movements in net debt for the year ended 31 December 2017:
|
|
|
|
|
|
|
Cash and cash equivalents |
Principal |
Interest |
Derivative Instrument* |
Net Debt |
At 1 January 2017 |
9,011,045 |
(263,852,408) |
(373,587) |
(3,496,199) |
(258,711,149) |
Cash flows |
431,175 |
23,612,667 |
10,066,361 |
1,755,782 |
35,865,985 |
Non cash:- |
|
|
|
|
|
Fair value movement |
- |
- |
- |
1,831,227 |
1,831,227 |
Amortisation of deferred finance costs |
- |
(294,455) |
- |
- |
(294,455) |
Interest charge |
- |
- |
(10,075,549) |
(1,714,655) |
(11,790,204) |
At 31 December 2017 |
9,442,220 |
(240,534,196) |
(382,775) |
(1,623,845) |
(233,098,596) |
*Including interest payable of US$60,793 (2016: US$101,917)
Loans
During the year ended 31 December 2015 the Company utilised the proceeds from the placing and the proceeds of two separate loans from DekaBank as facility agent of US$ 78,500,000 each to fund the purchase of two Boeing 787-8 aircraft. The balance on the loans at 31 December 2017 was US$ 127,666,181 (2016: US$ 139,298,922).
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 NordLB as facility agent of US$ 79,800,000 each to fund the purchase of two Boeing 787-8 aircraft. The balance on the loans at 31 December 2017 was US$ 112,868,015 (2016: US$ 124,553,486).
All of the loans will be fully amortised with monthly repayments in arrears over the term until the scheduled expiry of each respective lease. There have been no defaults or breaches under the loan agreements (2016: none).
Structure and term
The committed term of each loan is from the drawdown date until the date falling twelve years from the delivery date of the relevant Asset. Each Loan will 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
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.
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 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.
Cross Collateralisation
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 loans 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.
Similarly 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 loans 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.
14) SHARE CAPITAL
Authorised share capital |
|
|
|
||
The Company's authorised share capital is unlimited. |
|
||||
|
|
|
|
||
Year ended 31 December 2017 |
|
|
|
||
|
Subordinated |
|
|
||
|
Administrative |
Ordinary |
|
||
|
Share |
Shares |
Total |
||
Issued and fully paid: |
|
|
|
||
|
Number |
Number |
Number |
||
|
|
|
|
||
Shares as at 1 January 2017 and 31 December 2017 |
1 |
209,333,33 |
209,333,334 |
||
|
|
|
|
||
|
US$ |
US$ |
US$ |
||
|
|
|
|
||
Share capital as at 1 January 2017 and 31 December 2017 |
1 |
210,556,65 |
210,556,652 |
||
Year ended 31 December 2016 |
|
|
|
|
|
Subordinated |
|
|
|
|
Administrative |
Ordinary |
|
|
|
Share |
Shares |
Total |
|
Issued and fully paid: |
|
|
|
|
|
Number |
Number |
Number |
|
|
|
|
|
|
Shares as at 1 January 2016 and 31 December 2016 |
1 |
209,333,33 |
209,333,334 |
|
|
|
|
|
|
|
US$ |
US$ |
US$ |
|
|
|
|
|
|
Share capital as at 1 January 2016 and 31 December 2016 |
1 |
210,556,65 |
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.
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.
15) RESERVES
The movements in the Group's reserves are shown in the Consolidated Statement of Changes in Equity.
Retained earnings comprises any surplus arising from the profit for the year or period and is taken to this reserve which may be utilised for the payment of dividends.
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.
16) DIVIDENDS
During the year ended 31 December 2017 the Company declared and paid the following dividends:
|
|
Dividend |
|
|
Dividend reference period |
Shares |
per share |
Paid |
Payment date |
|
|
US$ |
US$ |
|
Quarter ended 31 December 2016 |
209,333,333 |
0.0225 |
4,710,000 |
13 February 2017 |
Quarter ended 31 March 2017 |
209,333,333 |
0.0225 |
4,710,000 |
19 May 2017 |
Quarter ended 30 June 2017 |
209,333,333 |
0.0225 |
4,710,000 |
18 August 2017 |
Quarter ended 30 September 2017 |
209,333,333 |
0.0225 |
4,710,000 |
17 November 2017 |
|
|
|
18,840,000 |
|
A quarterly dividend of US$ 4,710,000 (US$ 0.0225 per share) for the quarter ended 31 December 2017 was paid on 15 February 2018. In accordance with IAS 10, this dividend has not been recognised in these financial statements. A dividend becomes an obligation of the Company when its payment is no longer at the discretion of the Company. Dividends are therefore recognised when they are paid.
During the year ended 31 December 2016 the Company declared and paid the following dividends:
|
|
Dividend |
|
|
Dividend reference period |
Shares |
per share |
Paid |
Payment date |
|
|
US$ |
US$ |
|
Quarter ended 31 December 2015 |
209,333,333 |
0.0225 |
4,710,000 |
12 February 2016 |
Quarter ended 31 March 2016 |
209,333,333 |
0.0225 |
4,710,000 |
20 May 2016 |
Quarter ended 30 June 2016 |
209,333,333 |
0.0225 |
4,710,000 |
15 August 2016 |
Quarter ended 30 September 2016 |
209,333,333 |
0.0225 |
4,710,000 |
14 November 2016 |
|
|
|
18,840,000 |
|
17) 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 2016 |
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% |
18) FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The following table details the categories of financial instruments held by the Company at the reporting date:
|
2017 |
2016 |
|
US$ |
US$ |
|
|
|
Financial assets |
|
|
Cash and cash equivalents |
9,442,220 |
9,011,045 |
Restricted cash |
43,484,175 |
35,918,011 |
Trade and other receivables (excluding prepayments) |
1,142,672 |
- |
Loans and receivables at amortised cost |
54,069,067 |
44,929,056 |
|
|
|
Financial liabilities |
|
|
Bank borrowings |
240,916,970 |
264,225,995 |
Maintenance provision |
30,242,119 |
22,569,978 |
Security deposit |
13,264,420 |
13,264,420 |
Trade and other payables (excluding tax) |
403,017 |
379,740 |
Financial liabilities measured at amortised cost |
284,826,526 |
300,440,133 |
Interest rate swaps |
1,563,058 |
3,394,282 |
Financial liabilities designated as hedging instruments |
1,563,058 |
3,394,282 |
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 four separate loan agreements and interest rate swaps.
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.
Income distributions are generally made quarterly, subject to compliance with Applicable Law and regulations, in February, May, August and November of each year. The Company aims 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.
Credit 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. There are lease income receivables at 31 December 2017 of US$ 1,142,672 (2016: US$ nil). Cash and restricted cash is all held at NordLB and DekaBank. The lessees do not maintain a credit rating. The credit rating of NordLB is Baa2 (2016: Baa1) and the credit rating of DekaBank is Aa3 (2016: Aa3).
During the term of the leases, the returns on an investment in the Shares will depend in large part on the lease rentals received from Norwegian and Thai Airways under the leases. A failure by Norwegian or Thai Airways to comply with their payment obligations under the leases may lead to a reduction in distributions paid on the shares and/or in the value of the shares and have an adverse effect on the Group.
In advance of the commencement of the lease terms under the leases, both Norwegian and Thai have paid to the Group a security deposit in respect of each Asset. However, the security deposits do not cover the full value of the Group's obligations pursuant to the loan agreements in the event of termination of the leases or default by Norwegian or Thai Airways.
The carrying amount of financial assets recorded in the financial statements represents the Group's maximum exposure to credit risk.
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 2017 the fair value of the interest rate swaps was a liability of US$ 1,563,058 (2016: US$ 3,394,282).
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 and the intention to hold the interest rate swaps until maturity.
The following table details the Group's exposure to interest rate risk:
|
|
|
Non-interest |
|
|
|
Fixed rate |
Variable rate |
bearing |
|
|
31 December 2017 |
instruments |
instruments |
instruments |
Total |
|
|
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
|
|
Restricted cash |
- |
43,484,175 |
- |
43,484,175 |
|
Cash and cash equivalents |
- |
9,442,220 |
- |
9,442,220 |
|
Trade receivables |
- |
- |
1,142,672 |
1,142,672 |
|
Total financial assets |
- |
52,926,395 |
1,142,672 |
54,069,067 |
|
|
|
|
|
|
|
Trade and other payables |
- |
- |
(403,017) |
(403,017) |
|
Maintenance reserves |
- |
- |
(30,242,119) |
(30,242,119) |
|
Security deposits |
- |
- |
(13,264,420) |
(13,264,420) |
|
Notional interest rate swap |
(113,955,281) |
113,955,281 |
- |
- |
|
NordLB loans |
- |
(112,868,014) |
(196,916) |
(113,064,930) |
|
DekaBank loans |
(127,666,181) |
- |
(185,858) |
(127,852,039) |
|
Total financial liabilities |
(241,621,462) |
1,087,267 |
(44,292,330) |
(284,826,525) |
|
Total interest rate sensitivity gap |
(241,621,462) |
54,013,662 |
|
|
|
|
|
|
Non-interest |
|
|
|
Fixed rate |
Variable rate |
bearing |
|
|
31 December 2016 |
instruments |
instruments |
instruments |
Total |
|
|
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
|
|
Restricted cash |
- |
35,918,012* |
- |
35,918,012 |
|
Cash and cash equivalents |
- |
9,011,045* |
- |
9,011,045 |
|
Total financial assets |
- |
44,929,057 |
- |
44,929,057 |
|
|
|
|
|
|
|
Trade and other payables |
- |
- |
(379,740) |
(379,740) |
|
Maintenance reserves |
- |
- |
(22,569,978) |
(22,569,978) |
|
Security deposits |
- |
- |
(13,264,420) |
(13,264,420) |
|
Notional interest rate swap |
(126,098,956) |
126,098,956 |
- |
- |
|
NordLB loans |
- |
(124,553,486) |
(190,641) |
(124,744,127) |
|
DekaBank loans |
(139,298,922) |
- |
(182,946) |
(139,481,868) |
|
Total financial liabilities |
(265,397,878) |
1,545,469 |
(36,587,725) |
(300,440,133) |
|
Total interest rate sensitivity gap |
(265,397,878) |
46,474,527 |
|
|
|
*During the current year the restricted cash and cash and cash equivalents have been classified as variable rate instruments as this better reflects their nature. The prior year disclosure has been restated to reflect this.
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.
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 security deposits and 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.
No right of redemption or repurchase
Shareholders will 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 Reserve
In accordance with the Group's financial model, in addition to paying the proposed dividends to shareholders, the Company intends to establish and to build up a liquidity reserve (the "Liquidity Reserve"). The Liquidity Reserve will be accumulated from surplus cash flow from the leases after payment of the Group's costs and after allowing for proposed dividends and currently total US$14,889,438 (2016: US$14,906,792). The Liquidity Reserve is intended to fund contingencies and to be available to the Group, in addition to the security deposits paid by Norwegian and Thai Airways under the leases, to aid the Group in meeting its loan repayments in the event of a default by Norwegian or Thai Airways and/or to meet costs incurred in connection with a subsequent remarketing of the Assets. In the event of a default on the bank borrowings the accumulation of surplus lease rental by the Group in the Liquidity Reserve will be suspended. In the event of a re-lease of the Assets, the Group may maintain and/or accumulate a Liquidity Reserve in an amount which is considered appropriate by the Directors, having regard to the available security deposits and the other circumstances applicable at such time. Any unused Liquidity Reserve ultimately will be available for distribution to shareholders following the disposal of the Assets and after all loan obligations have been satisfied.
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 Group's financial liabilities. The amounts are contractual undiscounted cash flows and therefore will not agree directly to the balances in the statement of financial position. Operating lease income is not a financial instrument, however, it has been included in the tables below to illustrate the Group's excess liquidity.
31 December 2017 |
Next 12 months |
2-5 years |
|
Total |
After 5 years |
||||
|
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
Bank borrowings and interest |
(35,421,377) |
(141,540,087) |
(115,780,764) |
(292,742,228) |
Interest rate swaps |
(2,522,033) |
(6,917,250) |
(1,461,123) |
(10,900,406) |
Maintenance provision |
- |
- |
(30,242,119) |
(30,242,119) |
Security deposit |
- |
- |
(13,264,420) |
(13,264,420) |
Trade and other payables |
(403,017) |
- |
- |
(403,017) |
Total financial liabilities |
(38,346,427) |
(148,457,337) |
(160,748,426) |
(347,552,190) |
Operating lease income (note 4) |
57,291,132 |
229,164,528 |
181,173,784 |
467,629,444 |
Liquidity excess prior to ongoing expenses and distributions |
18,944,705 |
80,707,191 |
20,425,358 |
120,077,254 |
31 December 2016 |
Next 12 months |
2-5 years |
|
Total |
After 5 years |
||||
|
US$ |
US$ |
US$ |
US$ |
|
|
|
|
|
Bank borrowings and interest |
(35,434,812) |
(141,599,583) |
(151,142,644) |
(328,177,039) |
Interest rate swaps |
(2,789,841) |
(8,207,325) |
(2,693,081) |
(13,690,247) |
Maintenance provision |
- |
- |
(22,569,978) |
(22,569,978) |
Security deposit |
- |
- |
(13,264,420) |
(13,264,420) |
Trade and other payables |
(379,740) |
- |
- |
(379,740) |
Total financial liabilities |
(38,604,393) |
(149,806,908) |
(189,670,123) |
(378,081,424) |
Operating lease income (note 4) |
57,291,132 |
229,164,528 |
238,464,916 |
524,920,576 |
Liquidity excess prior to ongoing expenses and distributions |
18,686,739 |
79,357,620 |
48,794,793 |
146,839,152 |
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 per cent. 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.
19) FAIR VALUE MEASUREMENT
The accounting policies and basis of measurement in respect of financial instruments are detailed in Note 2.
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 is estimated by discounting future cash flows using rates currently available for debt of similar returns and remaining maturities and therefore the carrying value approximates fair value.
The fair value of fixed rate borrowings is estimated by discounting future principal and interest cash flows, discounted at the market rate of interest at the reporting date. The fair value of the loans is US$ 121,610,356 (2016: US$ 136,180,566).
The fixed rate loans have been categorised within level 3 of the fair value hierarchy. The fair value of the fixed rate loans for disclosure purposes have been determined by discounting future cash flows at a rate of 5.57%. An increase in the discount rate would decrease the fair value of the fixed rate loans.
Financial liabilities designated as hedging instruments
The fair value of the Group's derivative interest rate swaps are 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 2017 |
Next 12 months |
2 to 5 years |
After 5 years |
Total |
||||
|
US$ |
US$ |
US$ |
US$ |
||||
|
|
|
|
|
||||
Floating rate receivable |
3,079,476 |
8,445,930 |
1,783,678 |
13,309,084 |
||||
Fixed rate payable |
(5,601,509) |
(15,363,180) |
(3,244,801) |
(24,209,490) |
||||
Interest rate swaps |
(2,522,033) |
(6,917,250) |
(1,461,123) |
(10,900,406) |
||||
|
|
|
|
|
||||
As at 31 December 2016 |
Next 12 months |
2 to 5 years |
After 5 years |
Total |
||||
|
US$ |
US$ |
US$ |
US$ |
||||
|
|
|
|
|
||||
Floating rate receivable |
3,406,498 |
10,021,245 |
3,287,839 |
16,715,582 |
||||
Fixed rate payable |
(6,196,339) |
(18,228,570) |
(5,980,920) |
(30,405,829) |
||||
Interest rate swaps |
(2,789,841) |
(8,207,325) |
(2,693,081) |
(13,690,247) |
||||
|
|
|
|
|
||||
As at 31 December 2017, the aggregate loss on the fair value of the interest rate swaps was US$ 1,563,058 (31 December 2016: US$ 3,394,282).
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 2017 or in the year ended 31 December 2016.
20) RELATED PARTY TRANSACTIONS
Up to 1 April 2016 the directors received the following fees:
· Jon Bridel - Chairman: £27,500 plus £20,000 for the four subsidiary companies;
· Jeremy Thompson: £22,500 plus £20,000 for the subsidiary companies; and
· Didier Benarova: £20,000 plus £20,000 for four subsidiary companies, £5,000 for the Irish Lessor and £5,000 for the UK Lessor until 21 January 2016.
Between 1 April 2016 and 31 March 2017 the Directors received the following fees:
· Jon Bridel - Chairman: £35,000 plus £20,000 for the four subsidiary companies;
· Jeremy Thompson: £25,000 plus £20,000 for the subsidiary companies; and
· Angela Behrend-Görnemann: £20,000* plus £20,000* for four subsidiary companies, £5,000* for the Irish Lessor and £5,000* for the UK Lessor from 1 May 2016.
*Ms Behrend-Görnemann receives her fee in Euros at the previously agreed GBP/EUR exchange rate of 1.30 resulting in an annual overall fee of €65,000 per annum which commenced from her date of appointment on 1 May 2016.
Following the Directors annual review of the Directors' fees and subsequent approval at the Company's AGM on 17 July 2017, with effect from 1 April 2017 the Directors receive the following fees:
· Jon Bridel, Chairman -£56,400 per annum;
· Jeremy Thompson, Chairman of the Audit Committee and Senior Independent Director -£46,100 per annum; and
· Angela Behrend-Görnemann - €66,600 per annum.
During the year ended 31 December 2017 Directors' remuneration totalled US$ 214,415 (year ended 31 December 2016: US$ 185,369) with US$ 55,741 due at the year-end (2016: US$ 48,822).
For the period from 1 April 2018, the director's fee increase proposed is 2.6%.
Director's shareholdings in the Company are detailed in the Directors' Report and received dividends of $2,025 during the year (2016: $2,025).
21) 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 new aircraft.
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 is sold prior to the expiry of its lease the percentage hurdles set out above will be adjusted on the following basis:
(i) 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
(ii) 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. In determining the provision for the financial statements, the Directors have estimated the fee that will be payable on disposal of the assets. This is then been discounted and is then recognised straight line over the period until the estimated payment date. The provision for the disposal fee at 31 December 2017 was US$ 1,433,636 (2016: US$ 600,512) and the discount rate used was 2.34% (2016: 7.74%).
The directors regularly consider the discount rate and the underlying forecasted cash flows used in calculating the disposal fee provision. During the year the Directors deemed a lower discount rate to be more appropriate as this better reflected the risks of the underlying cashflows. This has resulted in a higher charge for the year than if the previous higher discount rate had been used.
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 2017 Asset Management fees totalled US$ 958,619 (2016: US$935,238) of which US$ 81,011 were due at 31 December 2017 (2016: US$79,035).
Administration Agreement
2017
In accordance with the Administration Agreement dated 19 September 2013 between the Company and Fidante Partners (Guernsey) Limited, the administrator received a secretarial fee of £25,000 during 2017. In addition, the Administrator also received an additional £1,640 for each ad hoc board meeting of the Company that was held outside of the quarterly board meetings and £1,640 for each board meeting of each wholly owned Guernsey subsidiary.
The Company paid the Administrator a fee of £16,000 for the year ended 31 December 2017 in respect of the preparation of the annual and half year financial statements, together with a minimum administration fee of £1,250 per month.
On 19 July 2016 the Administration Agreement was novated to Aztec Financial Services (Guernsey) Limited with all terms of the agreement remaining unchanged.
In the year ended 31 December 2017 total fees paid to the administrator were US$ 101,815 (2016: US$ 90,484) of which US$ 24,524 were due at 31 December 2017 (2016: US$ 12,075).
2018
Following a review of the work performed by the Administrator, the first detailed review since 2015, it was clear that the initial fee failed to address the work load resulting from increasing the fleet size from two to four aircraft and the added complexity associated with the addition of further subsidiary companies. As a result the Company has agreed to increase the Administration fees as follows:
With effect from 1 January 2018 the Company Secretary will receive a fixed fee of £50,000 per annum. Any additional ad hoc meetings are to be charged on a time spent basis. The Company Administrator will receive 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. This will equate to the total fees paid to the administrator being circa US$ 167,345 (GBP / USD exchange rate of 1.35 as at 31 December 2017).
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.
Directors' fees
Details of the fees paid to the Directors are included in note 20.
22) SUBSEQUENT EVENTS
On 18 January 2018 the Company declared a quarterly dividend in respect of the quarter ended 31 December 2017 of US$ 0.0225 per ordinary share to holders of shares on the register at 26 January 2018. The ex-dividend date was 25 January 2018 with payment on 15 February 2018.
On 18 April 2018 the Company declared a quarterly dividend in respect of the quarter ended 31 March 2018 of US$ 0.0225 per ordinary share to holders of shares on the register at 27 April 2018. The ex-dividend date will be 26 April 2018 with payment expected on 17 May 2018.
COMPANY INFORMATION
Directors Jonathan Bridel
Jeremy Thompson
Angela Behrend-Görnemann
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 Ogier
(as to Guernsey law) Ogier House
St Julian's Avenue St Peter Port
Guernsey
GY1 1WA
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
Corporate Broker Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
United Kingdom
THE FOLLOWING PAGES DO NOT FORM PART OF THE AUDITED FINANCIAL STATEMENTS
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) |
(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 the AIF or AIFM; |
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. |
(n) where available, the historical performance of the AIF; |
Not applicable. |
(o) the 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 2017 is US$ 242,969,330. |