TP Aerospace Holding ApS

Hvidovre

Konzernabschluss zum Geschäftsjahr vom 01.01.2020 bis zum 31.12.2020

Protokoll der Gesellschafterversammlung der TP Aerospace Technics GmbH vom 19.01.2021	Minutes of the shareholder meeting of TP Aerospace Technics GmbH dated 19 January 2021
PRÄAMBEL	PREAMBEL
Die TP Aerospace Technics GmbH ("Gesellschaft") ist im Handelsregister des Amtsgerichts Pinneberg unter der Nummer HRB 8565 PI eingetragen. Alleiniger Gesellschafter der Gesellschaft ist TP Aerospace Holding APS ("Gesellschafter").	TP Aerospace Technics GmbH ("Company") is registered with the commercial register of the local court of Pinneberg under HRB 8565 Pl. Sole shareholder of the Company is TP Aerospace Holding APS ("Shareholder").
GESELLSCHAFTERBESCHLUSS	SHAREHOLDER RESOLUTION
Der Gesellschafter hält unter Verzicht auf alle durch das Gesetz oder den Gesellschaftsvertrag vorgeschriebenen Formen und Fristen für die Einberufung und Durchführung einer Gesellschafterversammlung hiermit eine	The Shareholder, waiving all formalities and notice periods required by law or the articles or association for the calling and holding a shareholder meeting, hereby holds an Extraordinary shareholder meeting
außerordentliche Gesellschafterversammlung	of the Company and resolves with all voting rights as follows:
der Gesellschaft ab und beschließt mit allen Stimmen was folgt: Der Gesellschafter stimmt dem Antrag betreffend die Befreiungsmöglichkeit der Gesellschaft nach § 264 Abs. 3 HGB zu. Die Gesellschaft ist daher von der Aufstellung eines Anhangs sowie Lageberichts für den Jahresabschluss 2020 befreit. Zudem ist die Gesellschaft von der Prüfung und Veröffentlichung des Jahresabschlusses für das Geschäftsjahr 2020 befreit. Weitere Beschlüsse werden nicht gefasst. Damit ist die Gesellschafterversammlung beendet. Im Falle unterschiedlicher Auslegung der Texte dieses Gesellschafterbeschlusses in deutscher und englischer Sprache ist die deutsche Fassung maßgeblich.	The Shareholder agrees to the application of the exemption option under Section 264 (3) of the German Commercial Code by the Company. Therefore, the Company is exempted from the requirements to compile notes and a management report for the fiscal year 2020. Furthermore, the Company is released from the duties to audit and to disclosure the annual financial statements for the fiscal year 2020. Further resolutions are not made. The shareholder meeting is therewith closed. In case of any discrepencies of the German and the English version of this shareholder resolution, the German wording shall prevail.

Hvidovre, 19th of January 2021

Unterschrift

Letter of comfort

To the legal representatives of TP Aerospace Technics GmbH, incorporated in Norderstedt, under number HRB 21257, and with registered office in WerkstraBe 2,22844 Norderstedt (Germany).

We, TP Aerospace Holding AS, Hvidovre, a Danish company with registered office located at Stamholmen 165R, 2650 Hvidovre, as sole shareholder of TP Aerospace GmbH, confirm that we are fully aware of TP Aerospace GmbH's financial situation and that we intend to provide TP Aerospace Technics GmbH with reasonable financial support in order to enable it to carry on its business and meet its liabilitiesas and when they fall due, on a going concern basis.

The letter of comfort shall be valid until 31 December 2022

Hvidorvre, 06.05.2021

TP Aerospace Holding AS

Peter Lyager

Key figures

	2020	2019	2018	2017 (8 months)
	USD'000	USD'000	USD'000	USD'000
Financial highlights
Profit and loss accounts
Revenue	67.665	119.267	110.772	64.427
Gross profit	40.430	64.984	66.181	36.148
Operating profit before special items	414	12.059	18.679	11.115
Operating profit after special items	-6.436	6.971	15.447	6.434
Net financials	-7.469	-3.927	-3.090	-3.684
Profit for the period	-11.370	2.184	9.904	1.601
Balance sheet
Non-current assets	116.048	108.665	92.281	73.866
Investments in tangible assets	30.214	48.528	40.694	13.138
Total assets	198.079	201.329	180.482	132.662
Total equity	90.163	89.650	86.307	66.497
Cash flows
Net cash flow from operating activities	-2.677	5.257	-7.991	-1.107
Net cash flow from investing activities	-9.466	-19.306	-21.771	-82.624
Cash flow from financing activities	11.523	13.577	31.754	84.529
Employees
Average number of employees	260	278	252	220
Key Ratios
Gross margin ( %)	60 %	54 %	60 %	56 %
Operating profit before special items margin ( %)	1 %	10 %	17 %	17 %
Operating profit after special items margin ( %)	-10 %	6 %	14 %	10 %
Return on equity ( %)	-12,6 %	2,5 %	13,0 %	2,4 %
Equity ratio ( %)	45,5 %	44,5 %	47,8 %	50,1 %

Gross profit is in the financial highlights calculated as revenue deducted with cost of sales.

TPA Holding I A/S was established at 8 March 2017, the consolidated figures for the financial year 2017 includes only the period 27 April - 31 December 2017.

Consolidated statement of profit and loss 1 January - 31 December

		2020	2019
	Notes	USD'000	USD'000
Revenue	3	67.665	119.267
Cost of sales		-27.235	-54.283
Gross profit		40.430	64.984
Other income	4	3.602	0
Other external expenses		-5.692	-7.981
Staff costs	5	-16.983	-19.185
Depreciation, amortisation and impairment losses	6	-20.943	-25.759
Operating profit before special items		414	12.059
Special items	8	-6.850	-5.088
Operating profit after special items		-6.436	6.971
Finance income	9	1.753	4.681
Finance costs	10	-9.222	-8.608
Profit before tax		-13.905	3.044
Tax on profit for the year	11	2.535	-860
Profit for the period		-11.370	2.184

Consolidated statement of comprehensive income 1 January - 31 December

		2020	2019
	Notes	USD'000	USD'000
Profit for the period		-11.370	2.184
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Exchange differences on translation of subsidiaries (net)		-51	-45
Fair value changes for the year, cash flowhedge	24	-50	-143
Income tax relating to these items		11	31
Other comprehensive income for the period, net of tax		-90	-157
Total comprehensive income for the period		-11.460	2.027

Consolidated balance sheet 31 December

		2020	2019
	Notes	USD'000	USD'000
Intangible assets	12	52.551	48.847
Property, plant and equipment	13, 14	61.269	59.818
Deferred tax asset	15	2.228	0
Total non-current assets		116.048	108.665
Inventory	16	65.950	69.414
Trade receivables	17	11.635	17.821
Other receivables		2.432	2.976
Prepayments		243	62
Cash		1.771	2.391
Total current assets		82.031	92.664
Total assets		198.079	201.329

Consolidated balance sheet 31 December

		2020	2019
	Note	USD'000	USD'000
Share capital	19	651	651
Share premium		64.441	64.441
Reserve for exchange rate translation		-67	-16
Reserve for cash flow hedges		-47	-8
Retained earnings		25.184	24.581
Total equity		90.163	89.650
Borrowings	20	72.070	71.653
Lease liability	14, 20	6.396	7.774
Provisions	21	1.659	2.261
Deferred tax liabilities	15	0	632
Total non-current liabilities		80.125	82.320
Borrowings	20	6.437	3.592
Lease liability	14,20	2.296	2.245
Trade payables		11.618	14.934
Current income tax liabilities		477	761
Payables to group enterprises		400	351
Other payables		5.873	6.504
Prepayments from customers		690	972
Total current liabilities		27.791	29.359
Total liabilities		107.916	111.679
Total equity and liabilities		198.079	201.329

Consolidated statement of changes in equity

	Share capital	Share premium	Reserve for exchange rate translation
	USD'000	USD'000	USD'000
Equity at 31.12.2018	651	64.441	29
Profit for the period 01.01.2019 -31.12.2019	0	0	0
Fair value change in the year, cashflow hedges	0	0	0
Exchange differences regarding subsidiaries in another currency	0	0	-45
Total comprehensive income for the period	0	0	-45
Transactions with owners in their capacity as owners
Group contribution	0	0	0
Total transactions with owners in their capacity as owners	0	0	0
Equity at 31.12.2019	651	64.441	-16
Profit for the period 01.01.2020 - 31.12.2020	0	0	0
Fair value change in the year, cashflow hedges	0	0	0
Exchange differences regarding subsidiaries in another currency	0	0	-51
Total comprehensive income for the period	0	0	-51
Transactions with owners in their capacity as owners
Group contribution	0	0	0
Total transactions with owners in their capacity as owners	0	0	0
Equity at 31.12.2020	651	64.441	-67

	Reserve for cash flow hedges	Retained earnings	Total
	USD'000	USD'000	USD'000
Equity at 31.12.2018	104	21.082	86.307
Profit for the period 01.01.2019 -31.12.2019	0	2.184	2.184
Fair value change in the year, cashflow hedges	-112	0	-112
Exchange differences regarding subsidiaries in another currency	0	0	-45
Total comprehensive income for the period	-112	2.184	2.027
Transactions with owners in their capacity as owners
Group contribution	0	1.315	1.315
Total transactions with owners in their capacity as owners	0	1.315	1.315
Equity at 31.12.2019	-8	24.581	89.650
Profit for the period 01.01.2020 - 31.12.2020	0	-11.370	-11.370
Fair value change in the year, cashflow hedges	-39	0	-39
Exchange differences regarding subsidiaries in another currency	0	0	-51
Total comprehensive income for the period	-39	-11.370	-11.460
Transactions with owners in their capacity as owners
Group contribution	0	11.973	11.973
Total transactions with owners in their capacity as owners	0	11.973	11.973
Equity at 31.12.2020	-47	25.184	90.163

Consolidated cash flow statement 1 January - 31 December

		2020	2019
	Notes	USD'000	USD'000
Operating profit after special items		-6.436	6.971
Depreciations and amortisations	29	4.916	3.950
Change in net working capital	27	5.182	1.781
Cash flows from primary operating activities		3.662	12.702
Interests and currency exchanges paid		-5.730	-4.235
Income taxes paid		-609	-3.210
Net cash flow from operating activities		-2.677	5.257
Payments for property, plant and equipment		-4.795	-15.802
Payments for intangible assets		-4.184	0
Other non-cash changes		-487	-3.504
Net cash flow from investing activities		-9.466	-19.306
Proceeds from borrowings	28	1.523	11.922
Proceeds from intergroup borrowings		49	-1.166
Group contribution		11.973	1.315
Lease liability		-2.022	1.506
Cash flow from financing activities		11.523	13.577
Net cash flow for the year		-620	-472
Cash and cash equivalents, beginning of the year		2.391	2.863
Cash and cash equivalents at end of the year		1.771	2.391

Notes

1. Accounting policies

The consolidated accounts include the parent company TPA Holding I A/S and subsidiaries in which TPA Holding I A/S directly or indirectly holds more than 50 % of the voting rights or otherwise has a controlling interest.

The Consolidated Financial Statements for TPA Holding I A/S have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union as well as additional Danish disclosure requirements applying to entities of reporting class C (large).

The accounting policies applied remain unchanged from last year.

General information on recognition and measurement

The Financial statements have been prepared under the historical cost method.

Change in accounting estimates

There has been no changes in accounting estimates in the financial year 2020.

New standards implemented in the financial year

No significant new IFRSs or IFRIC interpretations have been implemented in 2020 affecting the recognition and measurement in the Financial Statements.

New standards not yet effective

There are no IFRSs or IFRIC interpretations that are not yet effective that is expected to have a material impact on the Company.

Basis of consolidation

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

On consolidation, elimination is made of intra-group income and costs, shareholdings, intra-group balances and dividend and realised and unrealised profits or losses on transactions between the consolidated companies.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

Foreign currency translation

Functional and presentation currency

Items in the financial statements of each of the reporting companies of the Group are measured in the currency of the primary economic environment in which the company operates (the functional currency).

The financial statements are presented in Dollars (USD), due to the Group's international activities, which is also the parents functional currency. The financial statements have been rounded to the nearest thousand.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs.

Group companies

The results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

a) Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;

b) Income and expenses for each income statement are translated at average exchange rates; and

c) All resulting exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:

―	fair values of the assets transferred
―	liabilities incurred to the former owners of the acquired business
―	equity interests issued by the group.

Identifiable assets, liabilities and contingent liabilities of acquired businesses are measured initially at fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

Revenue

In the trading business revenues consist of sale of repaired or overhauled wheels and brakes to different types of aircrafts. In the program business the group delivers repaired or overhauled wheels or brakes to its customers either as a service (CFR) or as sale of the repaired or overhauled wheel or brakes (LFL). In the program business, the group exchanges the core units of the wheel or brake (core asset) with its customers core unit and the sale therefore consists of the repair or overhaul of the wheel or brake. Other revenue consists of leasing out wheels and brakes to aircrafts and of maintenance, repair or overhaul of wheels or brakes for customers (MRO).

Sale of goods in trading, Distribution, LFL business and MRO

Sale are recognized at a point in time, when control of the wheels or brakes has transferred to the customer, being when they are delivered to the customer and there is no unfulfilled obligation that could affect the customers' acceptance of the products. Delivery occurs when the wheels and brakes are handed over to the customer at the company's shop or when the customer takes delivery from an in-house stock of parts and thereby accepts the products in accordance with the sales contract. In the MRO business revenue is recognized, when the maintenance, repair or overhaul is finalised, delivered and invoiced to the customer.

Distribution revenue contains of factory new piece parts and assemblies as well as brake repair services on behalf of the OEMs. In the Distribution business revenue is recognized, when the piece parts and assemblies are delivered and invoiced to the customer.

There is no volume discounts or other variable payments in these contracts and no element of financing. Revenue are therefore recognized with the amount specified in the contract. A receivable is recognized at this point, as this is the point in time where the sales transaction is unconditional, because only the passage of time is required before the payment is due.

Sale of services in the CFR business

The CFR business provides services in the form of repair and overhaul of wheels and brakes. Revenue from providing services is recognized over time in the period in which the services are rendered. In the CFR business, the service is delivered over the period, where the customer uses the wheels and brakes on its planes. Revenue is recognized based on the amount of cycles (landings) the customers has incurred with the wheels and brakes in the given period.

Any increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

The group fulfil their performance obligations upon delivery at one point in time or over a short period of time. The payment terms follow the industry and are individually negotiated. No contracts have a significant financing element and no contracts comprise variable consideration elements. The group has no obligations for returns and refunds.

Cost of sales of goods

Cost of sales comprises costs of sales for the financial year measured at cost, adjusted for ordinary inventory write-downs. Such costs include amounts for the restoration liability the Group has for the customer owned assets that could be included in some CFR programs(mutual pools), based on an estimate of the expected expenses.

Other external expenses

Other external expenses include expenses relating to the Group's ordinary activities, including expenses for premises, stationery, office supplies, marketing costs, losses on receivables, etc. This also includes write-downs of receivables recognised in current assets.

Other operating income and expenses

Other operating income and other operating expenses comprise items of a secondary nature to the main activities of the Company.

Staff costs

Staff costs comprise salaries and wages as well as social security contributions, etc. for entity staff.

Depreciation, amortisation and impairment losses

Depreciation, amortisation and impairment losses relating to intangible assets and property, plant and equipment comprise depreciation, amortisation and impairment losses for the financial year, calculated on the basis of the residual values and useful lives if the individual assets and impairment testing as well as gains and losses from the sale of intangible assets as well as property, plant and equipment.

Special items

Special items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are material items of income or expense that have been shown separately due to the significance of their nature or amount.

Finance income

Finance income comprises interest income, including interest income on receivables from group enterprises, net capital gains on securities, payables and transactions in foreign currencies, amortisation of financial assets as well as tax relief under the Danish Tax Prepayment Scheme etc.

Finance expenses

Finance expenses comprise interest expenses, including interest expenses on payables to group enterprises, net capital losses on securities, payables and transactions in foreign currencies, amortisation of financial liabilities as well as tax surcharge under the Danish Tax Prepayment Scheme etc.

Income tax and deferred tax

The company is jointly taxed with the parent company CC Green Wall Invest ApS and other Danish companies. The Danish income tax payable is allocated between the jointly taxed Danish companies based on their proportion of taxable income (full absorption including reimbursement of tax deficits). The jointly taxed companies are taxed under the Danish Tax Payment Scheme. Additions, deductions and allowances are recognised under financial income or financial costs.

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available, against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Intangible assets

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the group's interest in net fair value of the net identifiable assets, liabilities and contingent liabilities of the acquire.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGU's, or groups of CGU's, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Customer Contracts

The customer contracts were acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash flows of the contracts over their estimated useful lives of 10 years.

Software

Software is measured at cost less accumulated amortisation. Software is amortised on a straightline basis over the useful life, which is estimated at 3 years.

Rights

Rights are measured at cost less accumulated amortisation. Rights are amortised on a straight line basis over the useful life, which is estimated at 10 years, which is in accordance with the period of the underlaying agreement of which the rights referred to.

Impairment of non-financial assets

Intangible assets that have an indefinite useful life (Goodwill) are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less cost of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cashgenerating units). Prior impairment of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date.

Property, plant and equipment

Leasehold improvements, assets held for lease and other fixtures and fittings, tools and equipment are measured at cost less accumulated depreciation.

Cost comprise acquisition price and costs directly related to the acquisition until such time as the assets are ready for use.

Depreciation on other assets, listed below, is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values over their estimated useful lives, as follows:

Leasehold improvements	3-5 years
Other fixtures and fittings, tools and equipment	3-20 years
Assets held for lease-out	20 years
Buildings	20 years
Core units for wheels and brakes, included in other fixtures and fittings	20 years

Depreciation on assets, listed below, is calculated using a production based method to allocate their cost over their estimated useful lifes. The depreciation is calculated based on the actual usage of the asset (MRO).

The average cycles - useful life - is estimated based on historical data and contractual conditions in which the assets are used. The useful life for each individual asset types is as follows:

MRO, Steel brakes (CFR)	1,840 - 2,040 cycles
MRO, Carbon brakes (CFR)	1,025 - 1,225 cycles
MRO, Wheels (CFR)	190 - 290 cycles

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Gains and losses arising from disposal of property, plant and equipment are calculated as the difference between the sales price less sales costs and the carrying amount at the time of sale. Gains and losses are recognised in the profit and loss account as other operating income or other operating costs.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. An impairment loss is recognised in the income statement when the impairment is identified.

Leases and lease obligations

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

•	fixed payments (including in-substance fixed payments), less any lease incentives receivable
•	amounts expected to be payable by the lessee under residual value guarantees
•	the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
•	payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the group's incremental borrowing rate.

Right-of-use assets are measured at cost comprising the following:

•	the amount of the initial measurement of lease obligation
•	any lease payments made at or before the commencement date less any lease incentives received
•	any initial direct costs, and restoration costs.

Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the group and not by the respective lessor.

Inventories

Inventories are measured at the lower of cost on the basis of standard cost price and net realisable value.

Cost consists of purchase price plus delivery cost.

Cost prices of goods sold are calculated based on the sales price (or the estimated sales price for group internal sales) and the assumed fixed gross margin. The net realisable value of the inventories is calculated as the estimated selling price less completion costs and costs incurred to execute sale.

Receivables

Receivables are initially recognised at fair value adjusted for any transaction costs. Subsequently, receivables are measured at amortised cost, as the receivables are assets held for collection of cash flows, where the cash flows represents solely payments of principal and interest. Amortised cost usually corresponds to the nominal value. Write-down is made to net realisable value to provide for expected losses.

For trade receivables the group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Prepayments

Prepayments comprise incurred costs related to CFR program activities and prepayments in advance for subsequent financial years. Prepayments are measured at cost.

Equity

Reserve for exchange rate translation

The reserve for exchange adjustments consists of exchange rate differences that occur when translating the foreign subsidiaries financial statements from their functional currency into the Group's presentation currency. On disposal of the net investment, the reserve for exchange adjustments of that foreign subsidiary is recognised in the income statement. Reduction of a net investment in a foreign operation which does not result in loss of control is not treated as a disposal.

Reserve for cash flow hedges

The reserve for hedge accounting consists of the effective portion of gains and losses on hedging instruments designated as cash flow hedges.

Dividend distribution

Dividends are recognised as a liability at the time of adoption at the general meeting.

Provisions

Lending of assets included in the programs by customers (mutual pool) occasionally in connection with the CFR program activities. In case that these programs end, the Company must return similar assets in the same condition as when the lending took place. The provisions include an amount counterbalancing the restoration liability based on an estimate of the expected expenses. The liability is recognised during the application period of the lend assets. The provisions are recognised and measured as the best estimate of the expenses required to settle the liabilities at the balance sheet date. Provisions that are estimated to mature more than one year after the balance sheet date are measured at their discounted value.

Borrowings

Borrowings are initially recognised at fair value, net of transaction expenses incurred. Borrowings are subsequently measured at amortised cost. Any differences between the proceeds and the redemption value are recognised in the income statement over the period of the borrowings using the effective interest method.

Other liabilities

Other debt or liabilities covering trade creditors and other debt are recognised at amortized cost, which usually corresponds to the nominal value.

Prepayments received from customers (contract liabilities)

Prepayments received from customers comprise amounts received from customers prior to delivery of the goods agreed or completion of the service agreed.

Contract liabilities represent mainly obligations in relation to CFR programmes where there may be an obligation to maintain, repair and overhaul (MRO) customer owned units.

Statement of cash flow

The cash flow statement shows the consolidated cash flows during the year distributed on operating, investing and financing activities, changes in cash and cash equivalents at the beginning and at the end of the year.

Cash flows from operating activities are calculated using the indirect method and comprise profit for the year adjusted for non-cash items, changes in working capital, interest paid and received etc., and payments of corporate tax.

Cash flows from investing activities comprise payments in connection with acquisitions and divestment of businesses and purchase and sale of enterprises, activities and fixed asset investments as well as purchase, improvement and sale, etc. of intangible assets and property, plant and equipment, including acquisition of assets held under finance leases, and short term bank debt.

Cash flows from financing activities comprise changes in the size or composition of the contributed capital and related costs as well as the raising of loans, inception of finance leases, instalments on interest-bearing debt, purchase of treasury shares, and payment of dividend.

Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand and bank deposits.

Consolidated Key Figures

The key figures and financial ratios have been prepared on a consolidated basis. The financial ratios have been calculated in accordance with the following definitions:

•	Gross margin is calculated as the gross profit divided by net revenue.
•	Operating profit before special items margin is calculated as the operating profit before special items margin divided by net revenue.
•	Operating profit after special items margin is calculated as the operating profit after special items margin divided by net revenue.
•	Return on equity is calculated as the profit or loss for the year after tax divided by the average equity.
•	Equity ratio is calculated as the equity divided by the total assets.

2. Critical accounting estimates and judgements

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

The judgments, estimates and assumptions made are based on historical experience and other factors that Management considers to be reliable, but which by their very nature are associated with uncertainty and unpredictability. These assumptions may prove incomplete or incorrect, and unexpected events or circumstances may arise. The most critical judgments, estimates and assumptions for the individual items are described below.

The Group is also subject to risks and uncertainties that may lead to actual results differing from these estimates, both positively and negatively.

Customer relations

The value of customer relations and the expected useful life are assessed based on long-term and stable relations with the customers and the expected related profitability.

The measurement is based on the expected cash flows from customer relations, costs relating to invested capital, the tax effect and a calculated discount rate.

The carrying amount of customer relations is USD 4.079k at 31 December 2020.

Impairment test of goodwill

The Group annually tests whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1.

The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates.

The estimates and assumptions are based on historical experience and other factors, such as management but as by nature it is uncertain and unpredictable. Due to the risks and uncertainties which the group is subject to, actual outcomes may differ from the estimates made.

Goodwill amounts to USD 46.139k and no impairment losses has been recognised in 2020. Information on the impairment test, hereunder critical asumptions are disclosed and described in note 12.

Property, plant and equipment (depreciation period)

The Group recognises its core units as property, plant and equipment with respect to core units included as part of the Group's programme activities. Core units used for the Group's programme activities are subject to impairment during their useful lives that ends, at the same time as the aircraft platform it services, is terminated.

The depreciation period has been determined at 20 years for these core units with a residual value of 20 %. Management's estimate of the expected useful lives is based on historical experience and market data factors, but is naturally subject to uncertainty.

The depreciation periods for core units are reassessed every year.

Costs for maintenance, repair and overhaul (MRO) of wheels and brakes are capitalised as part of fixed assets related to the enterprises' CFR programme activities and are in average depreciated over 190 - 290 cycles in respect of the wheels, 1,025 - 1,225 cycles in respect of the steel brakes and 1,840 - 2,040 cycles in respect of the carbon brakes.

The average cycles have been determined based on historical data, corresponding to useful life for wheels, steel brakes and carbon brakes, respectively.

The number of cycles, for which depreciation of maintenance, repair and overhaul (MRO) is made, will be reassessed every year.

Valuation of inventory

Inventory is stated at the lower of cost or market value. The Group determines cost using the first-in, first out method. The Group analyses its inventory levels periodically and writes down inventory to its net realizable value if it has become obsolete, has a cost basis in excess of its expected net realizable value or is in excess of expected demand (obsolescence). There were write downs of USD 3.2 million related to obsolescence as of 31 December 2020 (2019: USD 1.2 million).

Provisions

Lending of assets included in the programs by customers (mutual pool) occasionally occur in connection with the CFR program activities. In case that these programs end, the Company must return similar assets in the same condition as when the lending took place. The provisions for such restoration liabilities include an amount counterbalancing the expected expenses. The amount is based on an estimate.

Revenue

Revenue related to programs are recognised as a service exclusive of the value of the core assets that are exchanged during delivery within the program as they are considered exchange of assets of similar nature and value. Cost of the delivered core asset is transferred for recognition as cost of the core asset received.

For assets to be included in programs, the allocation of total cost between the core element and the MRO element, respectively, is determined at the first exchange based on an estimate.

The sales value of the CFR programs is recognised concurrently with the customer's use of the asset delivered (per cycle). Cost related to CFR programs are depreciated over the useful life until the next exchange calculated for wheels, steel brakes and carbon brakes in all CFR programs, this period is based on historical data.

	2020	2019
	USD'000	USD'000
3. Revenue from contracts with customers
The group has recognised the following amounts of revenue in the statement of profit and loss:
Revenue from contracts with customers	65.840	116.144
Other revenue, MRO revenue	1.825	3.123
	67.665	119.267

Programmes:	CFR	LFL	Leasing	Total
2020	USD'000	USD'000	USD'000	USD'000
Revenue	23.942	17.354	2.867	44.163
Total	23.942	17.354	2.867	44.163
Timing of revenue recognition
At point in time	0	17.354	0	17.354
Over time	23.942	0	2.867	26.809
Total	23.942	17.354	2.867	44.163

Programmes:	CFR	LFL	Leasing	Total
2019	USD'000	USD'000	USD'000	USD'000
Revenue	30.206	24.759	4.345	59.310
Total	30.206	24.759	4.345	59.310
Timing of revenue recognition
At point in time	0	24.759	0	24.759
Over time	30.206	0	4.345	34.551
Total	30.206	24.759	4.345	59.310

Trading and Maintenance:	Distribution	Trading	Maintenance, repair and overhaul	Total
2020	USD'000	USD'000	USD'000	USD'000
Revenue	711	20.966	1.825	23.502
Total	711	20.966	1.825	23.502
Timing of revenue recognition
At point in time	711	20.966	1.825	23.502
Over time	0	0	0	0
Total	711	20.966	1.825	23.502

Trading and Maintenance:	Distribution	Trading	Maintenance, repair and overhaul	Total
2019	USD'000	USD'000	USD'000	USD'000
Revenue	0	56.834	3.123	59.957
Total	0	56.834	3.123	59.957
Timing of revenue recognition
At point in time	0	56.834	3.123	59.957
Over time	0	0	0	0
Total	0	56.834	3.123	59.957

Total:	Programmes	Trading and Maintenance	Total
2020	USD'000	USD'000	USD'000
Revenue	44.163	23.502	67.665
Total	44.163	23.502	67.665
Timing of revenue recognition
At point in time	17.354	23.502	40.856
Over time	26.809	0	26.809
Total	44.163	23.502	67.665

Total:	Programmes	Trading and Maintenance	Total
2019	USD'000	USD'000	USD'000
Revenue	59.310	59.957	119.267
Total	59.310	59.957	119.267
Timing of revenue recognition
At point in time	24.759	59.957	84.716
Over time	34.551	0	34.551
Total	59.310	59.957	119.267

	Europe	Americas	Asia	Total
2020	USD'000	USD'000	USD'000	USD'000
Revenue	39.424	14.372	12.044	65.840
Other revenue, MRO revenue	46	131	1.648	1.825
Total	39.470	14.503	13.692	67.665
Timing of revenue recognition
At point in time	16.755	14.381	9.720	40.856
Over time	22.716	122	3.972	26.810
Total	39.471	14.503	13.692	67.666

	Europe	Americas	Asia	Total
2019	USD'000	USD'000	USD'000	USD'000
Revenue from contracts from customers	70.630	23.439	22.075	116.144
Other revenue, lease revenue	237	313	2.573	3.123
Total	70.867	23.752	24.648	119.267
Timing of revenue recognition
At point in time	44.741	23.264	16.711	84.716
Over time	26.127	488	7.936	34.551
Total	70.868	23.752	24.647	119.267

There was no revenue recognised in the current reporting period that relates to performance obligations that were satisfied in a prior year.

	2020	2019
The group has recognised the following revenue-related contract liabilities:	USD'000	USD'000
Contract liabilities - Programme, CFR
Opening balance	2.261	1.077
Net additions	(602)	1.184
Closing balance	1,659	2.261

There were no significant changes in the contract liability balances during the reporting period.

Revenue recognised that was included in the contract liability balance at the beginning of the period:

	2020	2019
	USD'000	USD'000
Programme, CFR	0	0
Total	0	0

The Group has not realised any contract liability costs in the period.

	2020	2019
	USD'000	USD'000
4. Other income
Government grants	3.602	0
	3.602	0

Government grants does primarily contain income from relief packages.

	2020	2019
	USD'OOO	USD'000
5. Staff costs
Wages and salaries	15.545	17.499
Pensions	453	580
Other social security costs	1.607	1.397
Other staff costs	367	960
Transferred to special items	-989	-1.251
	16.983	19.185
Average number of employees	260	278

Key Management Compensation

Key Management includes Board of Directors and Executive Board. The compensation paid or payables to key management for employee services is shown below:

	2020	2019
	USD'000	USD'000
Wages and salaries	1.048	1.130
Pensions	42	51
Other staff costs	1	1
Executive board	1.091	1.182

Remuneration of management in total:

Executive Board	1.091	1.182
Board of Directors	95	167
	1.186	1.349

Shares program

In 2019 & 2020 Employees, management and board of TP Aerospace have been offered the opportunity to purchase shares in TPA Green Manco ApS, which is a shareholder of TP Aerospace group. The participants acquired the shares at an estimated market price. If an employee leaves the group before an exit, the company has an option to buy the shares back at an estimated market price. Because the program does not have any negative effect on the company, no expense is recognized in the income statement.

The following table shows the number of shares granted and outstanding at the beginning and end of the reporting period:

Number of shares	2020	2019
As at 1 January	195.544	195.544
Granted during the year	7.128	0
Forfeited during the year	-4.169	0
As at 31 December	198.503	195.544

	2020	2019
	USD'000	USD'000
6. Amortisation, depreciation and impairment losses
Amortisation	830	640
Depreciation	20.113	25.119
	20.943	25.759

	2020	2019
	USD'000	USD'000
7. Audit fees
PwC
Statutory audit	91	110
Tax assurance services	7	11
Other services	36	84
	0	0
	134	205
Other auditors
Statutory audit	42	35
Other services	0	0
	0	0
	42	35

	2020	2019
	USD'000	USD'000
8. Special items
Non-recurring write-downs of receivables	3.314	1.630
Net losses related to new operations in UK, Thailand, Malaysia and Russia	316	2.285
Non-recurring restructuring of the organisation including management	778	225
Non-recurring write-downs of trading inventory	1.984	0
Cost due to government restrictions	458	0
Moving and upgrading MRO shop in Orlando	0	948
	6.850	5.088

	2020	2019
	USD'000	USD'000
9. Financial income
Interest income	289	89
Interest from group companies	0	20
Exchange rate adjustments	1.464	4.572
	1.753	4.681

	2020	2019
	USD'000	USD'000
10. Financial expenses
Interest expenses	3.703	4.260
Interest to group companies	13	0
Exchange rate adjustments	5.506	4.348
	9.222	8.608

	2020	2019
	USD'000	USD'000
11. Tax on profit for the year
Current tax:
Current tax on profits for the year	128	725
Current tax on profits for previous years	197	379
Total current tax expense	325	1.104
Deferred tax:
Temporary differences	-2.860	-244
Total deferred tax assets	-2.860	-244
Income tax expenses for the period	-2.535	860
Income tax expenses are specified as follows:
Calculated 22.0 % tax on profit for the year before income tax	-3.059	670
Tax effects of:
Higher/lower tax rate in subsidiaries	-59	-178
Tax of profits for previous years	0	379
Tax on other comprehensive income	-11	-31
Non-deductible expenses	594	20
	-2.535	860
Effective tax rate	18 %	28 %

12. Intangible

assets

	Software	Goodwill	Customer contracts	Rights	Total
	USD'000	USD'000	USD'000	USD'000	USD'000
Cost:
At 01.01.2019	0	46.139	3.490	0	49.629
Additions during the year	172	0	0	0	172
At 31.12.2019	172	46.139	3.490	0	49.801
Amortisation and impairment:
At 01.01.2019	0	0	582	0	582
Amortisation for the year	23	0	349	0	372
At 31.12.2019	23	0	931	0	954
Carrying amount 31.12.2019	149	46.139	2.559	0	48.847
Cost:
At 01.01.2020	172	46.139	3.490	0	49.801
Additions during the year	7	0	0	4.184	4.191
At 31.12.2020	179	46.139	3.490	4.184	53.992
Amortisation and impairment:
At 01.01.2020	23	0	931	0	954
Amortisation for the year	33	0	349	105	487
At 31.12.2020	56	0	1.280	105	1.441
Carrying amount 31.12.2020	123	46.139	2.210	4.079	52.551

Impairment test for goodwill

Goodwill is monitored by management at the level of TPA Holding I A/S as one CGU.

The group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of the entity is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a nine- year period.

Cash flows beyond the nine-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports specific to the industry in which the entity operates.

Key assumptions, long term growth rate and discount rate used in the value-in-use calculations are as follows:

Assumptions at 31.12.2020

Average sales growth ( % annual growth rate) from year 2021 to year 2023	36,1 %
Average sales growth ( % annual growth rate) from year 2024 to year 2029	7,9 %
EBITA margin ( %) from year 2021 to year 2023	8,0 %
EBITA margin ( %) from year 2024 to year 2029	13,0 %
Marginal tax rate ( %)	22,0 %
Long term growth rate ( %)	1,5 %
Pre-tax discount rate ( %)	10,2 %

Assumptions at 31.12.2019

Average sales growth ( % annual growth rate) from year 2020 to year 2028	8,7 %
EBITA margin ( %)	14,0 %
Marginal tax rate ( %)	22,0 %
Long term growth rate ( %)	2,0 %
Pre-tax discount rate ( %)	8,7 %

Description of assumptions

Average sales growth is the average annual growth rate over the forecast period, which is based on past performance and management's expectations of market development.

Projection of the revenue is based on existing and new sales and whether this supports passenger or cargo demand. Existing passenger sales is based on leading industry expects view on the return profile of the passenger activity. In terms of existing cargo this is projected based on dialog with the customers and expectations going forward. New customers both within the passenger and cargo segment is based on historic growth combined with TP Aerospace's current pipeline. Growth is larger in the short term due to the low baseline driven by the COVID-19 impact, therefore the average annual sales growth is broken down in two periods.

EBITA margin is the average margin as a percentage of revenue over the forecast period. It is based on the current sales margin levels and expectations to sales mix and the expectation that the budgeted increasing level of activity will have a positive spill-over effect on the Company's EBITA margin. EBITA margin is expected to increase from the current level driven by the increased activity mentioned above, therefore the EBITA margin is broken down in two periods.

Marginal tax rate is the expected rate over the nine-year forecast period. It is based on current Danish tax legislation.

Sensitivity to changed assumptions

The calculated value in use of the cash-generating unit is considerably higher than the carrying amount, and the prepared impairment test shows that goodwill and customer relations are not impaired. In Management's opinion, no reasonable likely change to the above-mentioned assumptions will imply that the carrying amount of the cash-generating unit will exceed the value in use significantly.

13. Property, plant and equipment

	Land and buildings	Other fixtures and fittings, tools and equipment	Leasehold improvements	Total
	USD'000	USD'000	USD'000	USD'000
Cost:
At 01.01.2019	10.189	41.141	1.490	52.820
Exchange differences	0	-48	-1	-49
Additions during the year	3.527	44.738	263	48.528
Disposals during the year	0	-26.251	0	-26.251
At 31.12.2019	13.716	59.580	1.752	75.048
Amortisation and impairment:
At 01.01.2019	1.820	7.686	80	9.585
Exchange differences	0	8	0	8
Depreciation for the year	2.134	22.820	222	25.175
Reversal regarding disposals	0	-19.538	0	-19.538
At 31.12.2019	3.954	10.976	302	15.230
Carrying amount 31.12.2019	9.762	48.604	1.449	59.818
Cost:
At 01.01.2020	13.716	59.580	1.752	75.048
Exchange differences	148	455	3	606
Regulation	0	4.199	0	4.199
Reclasification	0	-407	407	0
Additions during the year	695	29.424	95	30.214
Disposals during the year	-404	-27.660	-1.135	-29.199
At 31.12.2020	14.155	65.591	1.122	80.868
Amortisation and impairment:
At 01.01.2020	3.954	10.976	302	15.230
Exchange differences	0	142	3	145
Regulation	0	4.199	0	4.199
Depreciation for the year	2.264	18.016	247	20.527
Reversal regarding disposals	-404	-19.864	-234	-20.502
At 31.12.2020	5.814	13.469	319	19.599
Carrying amount 31.12.2020	8.341	52.122	803	61.269

14. Leases

Amounts recognised in the balance sheet

The balance show the following amounts relating to leases:

	Land and buildings	Total
	USD'000	USD'000
Right-of-use assets
Carrying amount 1 January 2019	8.235	8.235
Additions	3.527	3.527
Depreciation for the year	-2.128	-2.128
Carrying amount 31 December 2019	9.634	9.634
Right-of-use assets
Carrying amount 1 January 2020	9.634	9.634
Exchange differences	148	148
Additions	695	695
Depreciation for the year	-2.258	-2.258
Carrying amount 31 December 2020	8.219	8.219

	2020	2019
	USD'000	USD'000
Lease liability
Non-current	6.396	7.774
Current	2.296	2.245
Total	8.692	10.019

Right-of-use assets not recognised in the balance sheet under the two exemption rules, short-term and low-value leases, amounts to USD 72k.

Amounts recognised in the statement of profit or loss

The statement of profit or loss shows the following amounts relating to leases:

	2020	2019
	USD'000	USD'000
Depreciation charge of right-of-use assets
Land and buildings	2.258	2,128
	2.258	2,128
Interest expense
Expenses relating to leases	376	330
	376	330

	2020	2019
	USD'000	USD'000
15. Deferred tax
Deferred tax at 01.01	-632	-876
Deferred tax recognised in the income statement	2.860	244
Deferred tax at 31.12	2.228	-632
Deferred tax relates to:
Intangible assets	-253	-316
Property, plant and equipment	-1.020	-897
Provisions	337	454
Amortisation costs	218	119
Other liabilities	0	8
Tax loss carry-forward	2.946	0
	2.228	-632
Of which presented as deferred tax asset in 2020 and as deferred tax liabilities 2019	-2.228	632

The recognised tax asset is primary attributable to tax loss carry-forward, in the coming years the Danish joint taxation group expects earnings and taxable income to be positive and has accordingly recognised deferred tax asset at 31 December 2020.

	2020	2019
	USD'000	USD'000
16. Inventories
Finished goods	69.197	70.632
Total inventories	69.197	70.632
Less: Provision for inventory reserves	-3.247	-1.218
Total net inventories	65.950	69.414

The cost of inventories recognised as an expense and included in 'Cost of sales' amounted to USD 23,599k.

Provision for inventory reserves amounts to USD 3,247k at 31 December 2020. Provision for inventory reserves are carried out based on a write-down model used by the Group as a whole. The write-down principles are based on comparison of the book value per part number and internal market data for net realisable value. Write-downs of inventories are made when the book value is above net realisable value.

	2020	2019
	USD'000	USD'000
17. Trade receivables
Trade receivables and other receivables 31.12	12.818	18.522
Less provision for impairment of trade receivables	-1.183	-701
Trade receivables net	11.635	17.821

Movement on the Group provision for impairment of trade receivables are as follows:

Opening balances	701	1.489
Allowances during the year	1.392	321
Write-offs during the year	-887	-1.040
Reversed allowances	-23	-69
Impairment of trade receivables at 31.12	1.183	701

Allocation of receivables past due but not impaired by maturity period are as follows:

Up to 30 days	1.517	4.203
Between 31 and 90 days	1.074	2.898
More than 90 days	2.769	2.212
Overdue net receivables at 31.12	5.359	9.313

Expected credit losses

The group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected credit losses also incorporate forward looking information. The credit risk is generally considered immaterial.

18. Fair values

Financial instruments measured at fair value can be divided into three levels:

Level 1 - Quoted prices in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices included in level 1 that are observable for the asset or liability

Level 3 - Inputs for the asset or liability that are not based on observable market data.

The fair value of bank borrowings does not differ significantly from the carrying amount. The fair value of derivatives are calculated on level 2 in the fair value hierarchy using direct quotes.

Fair value measurements at 31 December 2020

	Quoted prices (Level 1)	Significant other observable inputs (Level 2)	Significant unobservabl e inputs (Level 3)	Total
	USD'000	USD'OOO	USD'000	USD'000
Interest rate swap	0	-59	0	-59
Interest rate cap	0	0	0	0
As at 31.12.2020	0	-59	0	-59

Fair value measurements at 31 December 2019

	Quoted prices (Level 1)	Significant other observable inputs (Level 2)	Significant unobservabl e inputs (Level 3)	Total
	USD'000	USD'OOO	USD'000	USD'000
Interest rate swap	0	-9	0	-9
Interest rate cap	0	0	0	0
As at 31.12.2019	0	-9	0	-9

Fair values are approximately the same as the carrying amounts.

19. Share capital

The share capital comprise 4,449,950 shares of a nominal value of USD 0.15 each. No shares carry any special rights.

	Number of shares	Nominal value
		USD'000
Changes in share capital:
Share capital at 08.03.2017	500.000	73
Capital increase at 27.04.2017	3.949.950	578
Share capital at 31.12.2020	4.449.950	651

Capital management

The group's objectives when managing capital are to secure the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital. Any surplus liquidity is used to reduce debt.

The board of directors monitors the share and capital structure to ensure that the group's capital resources support the strategic goals.

20. Borrowings

The borrowings comprise of acquisition related loans as well as revolving facilities to fund the ongoing operations. There are covenants attached to the loan facilities.

	Effective interest rate	Currency	Maturity	Carrying amount
				USD'000
Loan from credit institution	3,3 % -5.6 %	DKK, USD	26 November 2022	40.207
Term Loan	4.4 % - 6.2 %	USD	26 May 2022	8.978
Revolving Facility	4.2 % - 5.8 %	DKK, EUR, USD	26 November 2022	29.322
Total bank borrowings at 31.12.2020				78.507
Loan from credit institution	3,0 % -6,8 %	DKK, USD	26 November 2022	30.581
Term Loan	6.0 % -6.2 %	USD	26 May 2022	8.838
Revolving Facility	5.8 % - 6.8 %	DKK, EUR, USD	26 November 2022	35.826
Total bank borrowings at 31.12.2019				75.245

Loan from credit institutions and revolving facilities are structured with commitment cancellation to reflect the Green Sunrise strategy. The terms and conditions of the term loan and revolving facility were renegotiated in March 2020.

Loan from credit institutions starts repayment as of 26 May 2020 and is paid in full at maturity.

Term Loan is repayable in instalments as of 27 April 2019 to 26 May 2022.

Revolving facilities starts repayment as of 26 may 2022 and is paid in full at maturity.

21. Provisions

Lending of assets included in the programs by customers (mutual pool) occasionally occur in connection with the CFR program activities. In case that these programs end, the Group must return similar assets in the same condition as when the lending took place. The provisions include an amount counterbalancing the restoration liability based on an estimate of the expected expenses. The liability is recognised during the application period of the lend assets.

	2020	2019
	USD'000	USD'000
Provisions at 01.01 2020	2.261	1.077
Additions during the year	-602	1.184
Provisions at 31.12.2020	1.659	2.261

22. Related parties

The group is controlled by TPA Holding II ApS, which is controlled by CC Green Wall Invest ApS. The groups ultimate parent is CataCap I K/S.

"Key management compensation" is disclosed in note 5.

The following transactions were carried through with related parties:

	2020	2019
	USD'OOO	USD'000
Transactions with CataCap I K/S:
Cost from CataCap I K/S	14	0
	14	0
Transactions with CC Green Wall Invest ApS:
Settlement of taxes in joint taxation	7	1.590
Interest income	17	17
Proceeds from borrowings	57	1.653
Repayment of borrowings	113	157
	194	3.417
Transactions with TPA Holding II A/S:
Proceeds from borrowings	7	62
Repayment of borrowings	0	1.321
Group contribution	11.973	1.315
Interest income	1	64
Interest expenses on borrowings	0	18
	11.981	2.780
Transactions with Dancing Monkey ApS:
Proceeds from borrowings	3.500	2.000
Repayment of borrowings	5.500	0
Purchase of goods	200	0
	9.200	2.000

Dancing Monkey ApS is controlled by Peter Lyager and Thomas IbsØ, which is part of the executive management of TP Aerospace Group.

23. Commitments and contingent liabilities

Contingent liabilities

Joint taxation

The group companies are jointly and severally liable for tax on the jointly taxed incomes etc. for the Danish companies of the TP Aerospace Group. The total amount of corporation tax payable is disclosed in the Annual Report of CC Green Wall Invest ApS, which is the management company of the joint taxation purposes. Moreover, the group companies are jointly and severally liable for Danish withholding taxes by way of dividend tax, tax on royalty payments and tax on unearned income. Any subsequent adjustment of corporation taxes and withholding taxes may increase the Groups liability.

Charges and security

As security for borrowings, as well as group companies' bank commitments, security in share capital, inventory, tangible assets and goodwill, regarding the Group companies TP Aerospace PRO ApS, TP Aerospace Solutions ApS, TP Aerospace Holding A/S and TPA Holding I A/S nominal USD 15.5m, is effective.

Guarantee obligations

The Group has issued a guarantee of payment between the Danish Group companies TP Aerospace PRO ApS, TP Aerospace Solutions ApS, TP Aerospace Holding A/S and TPA Holding I A/S and the Groups credit institutions.

24. Financial risk management

Financial risk factors

The group's activities expose it to a variety of financial risks: currency risk, interest risk, credit risk and liquidity risk. The group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the group's financial performance.

The Financial risks of the group are managed centrally. The overall risk management guidelines and policies have been approved by the board of directors. The board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. Group management manages contracts and risk exposures in accordance with the guidelines and policies and reports to the board of directors on a regular basis.

Market risk

Foreign exchange risk

As a consequence of the Group's structure, most net sales and expenditure in foreign currency are set off against each other, so that the Group is not exposed to major exchange-rate risks.

The groups revenue and expenses are mostly in the functional currency of the operating entity creating a natural currency hedge. Consequently, the group treasury's risk management policy is not to hedge foreign exchange rate risks.

The main borrowings are in USD or DKK. Board of Directors have decided not to hedge borrowings in DKK and the groups main currency risk is therefore related to loan in DKK.

Sensitivity analysis

The group is primarily exposed to changes in DKK/USD exchange rate. The sensitivity of profit or loss to changes in the exchange rates arises mainly from expenses and loans in DKK.

	2020	2019
Impact on post tax profit	USD'000	USD'000
DKK/USD exchange rate - increase 10 %	3.722	2.544
DKK/USD exchange rate - decrease 10 %	-3.722	-3.109

All other variables are held constant.

Interest rate risk

The group's interest rate risk arises from long-term borrowings related to the acquisitions. Borrowings issued at variable rates expose the group to cash flow interest rate risk. Borrowings issued at fixed rates expose the group to fair value interest rate risk. Group policy is to hedge as a minimum 67 % of the cash flow interest rate risk on the term loan A. The Group uses interest rate swaps to hedge this risk.

Sensitivity analysis

Profit or loss is sensitive to higher/lower interest from borrowings and fair value changes of interest rate derivatives as a result of changes in interest rates. The sensibility analysis are calculated after the impact of the hedging instruments.

	2020	2019
Impact on post tax profit	USD'OOO	USD'000
Interest rates - increase by 100 basis points	-467	-553
Interest rates - decrease by 100 basis points	111	553
All other variables are held constant.

Credit risks

Credit risk is managed on group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. For accounts over a certain size group management has to be consulted.

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables. For banks and financial institutions, only independently rated parties with a high credit rating are accepted. For customers individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The utilisation of credit limits is regularly monitored.

The maximum exposure corresponds to the carrying amount of receivables. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

The group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected credit losses below also incorporate forward looking information. The credit risk is generally considered immaterial.

Hedging

The group's activities expose it to foreign currency risk and interest rate risk. In order to minimise any adverse effects on the financial performance of the group, derivative financial instruments, such as interest rate swaps are used to fix variable future cash flows. These instruments reduce the uncertainty of interest payments. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

Hedge accounting is applied to remove the accounting mismatch between the hedging instrument and the hedged item. The effective portion of the change in the fair value of the hedging instrument is deferred into the cash flow hedge reserve through OCI and will be recognised in profit or loss when the hedged item affects profit or loss. This will effectively result in recognising interest expense at a fixed interest rate for the hedged loans.

Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of issued fixed rate debt and the cash flow exposures on the issued variable rate debt. The fair value of interest rate swaps at the end of the reporting period is determined by discounting the future cash flows using the curves at the end of the reporting period and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based on the outstanding balances at the end of the reporting period.

As the critical terms of the interest rate swap contracts and their corresponding hedged items are the same, the Group performs a qualitative assessment of effectiveness and it is expected that the value of the interest rate swap contracts and the value of the corresponding hedged items will systematically change in opposite direction in response to movements in the underlying interest rates. The main source of hedge ineffectiveness in these hedge relationships is the effect of the counterparty and the Group's own credit risk on the fair value of the interest rate swap contracts, which is not reflected in the fair value of the hedged item attributable to the change in interest rates.

No other sources of ineffectiveness emerged from these hedging relationships.

The following tables detail various information regarding interest rate swap contracts outstanding at the end of the reporting period and their related hedged items. Interest rate swap contract assets and liabilities are included in the 'Other receivables' and 'Other payables' line items in the consolidated statement of financial position respectively.

There was no ineffectiveness during 2020 in relation to the interest rate swaps.

	Notional principal	Amount recognised in OCI	Fair value
	USD'000	USD'000	USD'000
Interest rate swaps - cash flow hedge	8.978	-50	-59
As at 31.12.2020	8.978	-50	-59
Interest rate swaps - cash flow hedge	8.838	-143	-7
As at 31.12.2019	8.838	-143	-7

	2020	2019
Derivative financial instruments - interest rate swaps	USD'000	USD'000
Carrying amount ((-) Liability)	-59	-9
Maturity Date	27 May 2022	26 May 2022
Hedge ratio	40,8 %	67 %
Weighted average hedged rate for the year	1,81 %	1,81 %

Liquidity

Cash flow forecasting is performed on group level by management. Management monitors rolling forecasts of the group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the group does not breach borrowing limits or covenants (where applicable) or any of its borrowing facilities. Such forecasting takes into consideration the group's debt financing plans and covenant compliance.

The group has undrawn borrowing facilities of USD 7,935m that together with the USD 1,771 in cash, gives af a total of USD 9,706m available for settling future operating activities and to settle capital commitments.

The table below analyses the group's non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

For floating rate borrowings, the rate at the balance sheet date has been applied.

	Less than 1 year	1-5 years	>5 years	Total
Non-derivatives	USD'000	USD'000	USD'000	USD'000
As at 31.12.2019
Borrowings	7.369	77.664	0	85.033
Lease liability	2.346	7.314	1.458	11.118
Trade payables	14.934	0	0	14.934
Other payables	6.504	0	0	6.504
	31.153	84.978	1.458	117.589
As at 31.12.2020
Borrowings	10.415	76.922	0	87.337
Lease liability	2.293	5.792	1.958	10.043
Trade payables	11.041	577	0	11.618
Other payables	3.749			3.749
	27.498	83.291	1.958	112.747

25. Financial assets and liabilities

The group classifies its financial assets as at amortised cost only if both of the following criteria are met:

―	the asset is held within a business model with the objective of collecting the contractual cash flows, and
―	the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding.

	2020	2019
	USD'000	USD'000
Financial assets
Financial assets at amortised cost:
Trade receivables	11.635	17.821
Other receivables	2.432	2.976
Prepayments	243	62
Cash	1.771	2.391
Financial assets at fair value over other comprehensive income:
Interest rate swaps	0	0
	16.081	23.250
Financial liabilities
Financial liabilities at amortised cost:
Borrowings	78.507	75.245
Lease liability	8.692	10.019
Trade payables	11.618	14.934
Other payables	5.873	6.504
Prepayments from customers	690	972
Financial liabilities at fair value over profit and loss:
Interest rate swaps	59	9
	105.439	107.683

The carrying amount of the Group's financial assets at Fair Value Through Profit & Loss as disclosed in note 24 best represents their respective maximum exposure to credit risk. The Group holds no collateral over any of these balances.

26. Events after the balance sheet date

No events have occurred after the balance sheet date of importance to the Annual Report.

	2020	2019
	USD'000	USD'000
27. Changes in net working capital
Changes in inventories	3.464	-4.871
Changes in trade receivables	6.186	-1.855
Changes in other receivables and prepayments	363	1.537
Changes in trade payables, other payables and prepayments from customers	-4.831	6.970
	5.182	1.781

	2020	2019
	USD'000	USD'000
28. Changes in liabilities arising from financing activities
Proceeds from borrowings	1.523	15.513
Repayment of borrowings	0	-3.591
	1.523	11.922

	2020	2019
	USD'000	USD'000
29. Depreciations and amortisations
Depreciations and amortizations from Note 6	20.943	25.759
Depreciations related to MRO	-16.027	-21.809
	4.916	3.950

Depreciation relating to MRO on the CFR activities has a direct impact on the Group's cash flows, and are therefore adjusted in the cash flow statement for the financial year 2020.

30. Exemption from audit of foreign subsidiaries

The German subsidiary TP Aerospace Technics GmbH made use of the exemption option in accordance with § 264 par. 3 HGB (German Commercial Code) concerning the obligation to prepare notes and a management report as well as to audit and to disclosure the annual financial statements and the management report for fiscal year 2020.

TP Aerospace Technics UK Ltd is exempt from audit under section 479A of the Companies Act 2006 relating to subsidiary companies. The group has given a guarantee in respect of the subsidiary company's debts.

Management's Statement

The Boards of Directors and the Executive Board have today considered and adopted the Annual Report of TPA Holding I A/S for the financial year 01.01.2020 - 31.12.2020.

The Consolidated Financial Statements and the Parent Company Financial Statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU, and further requirements in the Danish Financial Statements Act.

In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position at 31 December 2019 of the Group and the Parent Company, and of the results of the Group and the Parent Company's operations and cash flows for the financial year 01.01.2020 -31.12.2020.

In our opinion, Management's Review includes a true and fair account of the matters addressed in the Review.

We recommend that the Annual Report be adopted at the Annual General Meeting.

Hvidovre, 10 February 2021

Executive Board

Peter Jørgen Lyager

Thomas Daniel Ibsø

Nikolaj Lei Jacobsen

Board of Directors

Jens Flemming Jensen, Chairman

Peter Ryttergaard, Deputy Chairman

Andrew Hoad

Jesper Abildskov Blom

Vilhelm Eigil Hahn-Petersen

Michael John Humphreys

Nina Fisker Olesen

Independent Auditor's Report

To the Shareholders of TPA Holding I A/S

Opinion

In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the Group's and the Parent Company's financial position at 31 December 2020 and of the results of the Group's and Parent Company's operations and cash flows for the financial year 01.01.2020 - 31.12.2020 in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act.

We have audited the Consolidated Financial Statements and the Parent Company Financial Statements for the financial year 01.01.2020 - 31.12.2020 of TPA Holding I A/S, which comprise income statement and statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies, for both the Group and the Parent Company ("financial statements").

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the Auditor 's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Statement on Management's Review

Management is responsible for Management's Review.

Our opinion on the financial statements does not cover Management's Review, and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read Management's Review and, in doing so, consider whether Management's Review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated.

Moreover, it is our responsibility to consider whether Management's Review provides the information required under the Danish Financials Statements Act.

Based on the work we have performed, in our view, Management's Review is in accordance with the Consolidated Financial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement in Management's Review.

Management's Responsibilities for the Financial Statements

Management is responsible for the preparation of Consolidated Financial Statements and Parent Company Financial Statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EC and further requirements in the Danish Financial Statements Act, and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Management is responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Parent Company's internal control.
•	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
•	Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Parent Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and the Parent Company to cease to continue as a going concern.
•	Evaluate the overall presentation, structure and contents of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.
•	Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Hellerup, 10 February 2021

PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
CVR No 33 77 12 31

Torben Jensen, State Authorised Public Accountant
mne18651

Thomas Baunkjær Andersen, State Authorised Public Accountant
mne35483

The German subsidiary TP Aerospace Technics GmbH made use of the exemption option in accordance with § 264 par. 3 HGB (German Commercial Code) concerning the obligation to prepare notes and a management report as well as to audit and to disclosure the annual financial statements and the management report for fiscal year 2020.