Companies Act Hawaiian Airlines Inc Exemption Notice 2016 2016 go582....pdf

Departmental
Companies Act (Hawaiian Airlines, Inc)
Exemption Notice 2016
Pursuant to section 207L of the Companies Act 1993, the Registrar of Companies gives the
following notice (to which is appended a statement of reasons of the Registrar).
Notice
1. Title—This notice is the Companies Act (Hawaiian Airlines, Inc) Exemption Notice 2016.
2. Commencement—This notice comes into force on the date of its notiﬁcation in the
New Zealand Gazette.
3. Expiry—This notice expires on the close of 31 July 2021.
4. Application—An exemption granted by this notice applies to the following accounting periods
of an exempt overseas company:
a. an accounting period of the exempt overseas company that commenced before the exemption is
granted (including an accounting period that ended before the exemption is granted) if:
i. in the case of copies of ﬁnancial statements or group ﬁnancial statements for that period
that are required to be delivered for registration under section 201 of the Act, the exemption
is granted before those documents are required to be delivered for registration under that
section; or
ii. in any other case, the exemption is granted before the ﬁnancial statements or group
ﬁnancial statements for that period are required to be completed; and
b. subsequent accounting periods.
However, an exemption granted by this notice does not apply to accounting periods where the
following thresholds are not met:
a. the revenue of the exempt overseas company accounts for at least 95% of the parent company’s
revenue;
b. the expenses of the exempt overseas company accounts for at least 95% of the parent
company’s expenses; and
c. the exempt overseas company accounts for at least 90% of the total assets and liabilities in the
parent company’s balance sheet.
5. Interpretation—In this notice, unless the context otherwise requires:
Act means the Companies Act 1993;
exempt overseas company means Hawaiian Airlines, Inc;
parent company means Hawaiian Holdings, Inc;
speciﬁed ﬁnancial statements, in relation to the exempt overseas company, means the
consolidated ﬁnancial statements that are required to be prepared in respect of the parent

company in accordance with the laws of the United States of America; and
US GAAP means generally accepted accounting principles in the United States of America.
6. Exemptions for directors of the exempt overseas company—Every director of the exempt
overseas company is exempted from the following provisions in respect of the exempt overseas
company:
a. section 201 of the Act, except to the extent that this section requires ﬁnancial statements to be
prepared for the exempt overseas company’s New Zealand business in accordance with section
204 of the Act; and
b. section 207E of the Act to the extent that it requires copies of the ﬁnancial statements of the
exempt overseas company to be delivered to the Registrar for registration.
7. Conditions—The exemptions in clause 6 are subject to the conditions that:
a. the speciﬁed ﬁnancial statements comply with US GAAP;
b. the speciﬁed ﬁnancial statements are audited by a qualiﬁed auditor in accordance with the
relevant standards relating to auditing or assurance that are in force in the United States of
America; and
c. the directors of the exempt overseas company ensure that, within 20 working days after the
speciﬁed ﬁnancial statements are required to be signed, the following documents are delivered
to the Registrar of Companies for registration:
a copy of the speciﬁed ﬁnancial statements together with a copy of the auditor’s report on
those statements; and
a memorandum signed by the directors of the exempt overseas company setting out:
A. that the speciﬁed ﬁnancial statements are the consolidated ﬁnancial statements
required to be prepared in respect of the parent company in accordance with the laws of
the United States of America and are not the ﬁnancial statements of the exempt
overseas company;
B. the reasons for the speciﬁed ﬁnancial statements being provided instead of ﬁnancial
statements for the exempt overseas company;
C. the extent to which the revenue, expenses, assets and liabilities of the parent company
are represented by the exempt overseas company; and
D. a statement that the accounts of the exempt overseas company and the parent company
are suﬃciently similar such that the exempt overseas company’s ﬁnancial position can
be determined from the parent company’s ﬁnancial statements.
Dated at Wellington this 4th day of February 2016.
ROB RENDLE, Deputy Registrar of Companies.
Statement of reasons
This notice, which comes into force on the date of its notiﬁcation in the New Zealand Gazette and
expires on 31 July 2021, exempts the directors of Hawaiian Airlines, Inc, a company incorporated in
the United States of America, from certain provisions of the Companies Act 1993 (“Act”).
The eﬀect of the exemption is to exempt Hawaiian Airlines, Inc (“company”) from the requirement
under the Act to prepare stand-alone ﬁnancial statements. In place of these ﬁnancial statements

the company is required to prepare and deliver for registration the audited consolidated group
ﬁnancial statements its parent company, Hawaiian Holdings, Inc, is required to prepare under the
law in the United States of America.
However, the exemption only applies where the following conditions are met:
a. the company’s revenue accounts for at least 95% of its parent company’s revenue;
b. the company’s expenses accounts for at least 95% of its parent company’s expenses; and
c. the company accounts for at least 90% of the total assets and liabilities in its parent company’s
balance sheet.
If those conditions are not met, the exemption will not apply and the company will be required to
prepare and ﬁle stand-alone ﬁnancial statements.
The principal diﬀerences in ﬁnancial statements provided in reliance on the exemption are:
a. the directors of the company will not prepare and ﬁle stand-alone ﬁnancial statements for the
company;
b. the directors of the company will register audited consolidated ﬁnancial statements for
Hawaiian Holdings, Inc and its subsidiaries;
c. the consolidated ﬁnancial statements will comply with generally accepted accounting practice
in the United States of America (rather than generally accepted accounting practice in
New Zealand); and
d. the consolidated ﬁnancial statements will be audited in accordance with auditing and
assurance standards in force in the United States of America (rather than the applicable
auditing and assurance standards in force in New Zealand).
The Registrar considers that it is appropriate to grant the exemption because:
the Registrar has had regard to the ﬁnancial reporting requirements that must be complied
with by the company in its home jurisdiction under which it is not required to prepare
stand-alone ﬁnancial statements;
the company will still be required to ﬁle:
audited consolidated group ﬁnancial statements for Hawaiian Holdings, Inc, prepared in
accordance with generally accepted accounting practice in the United States of America;
and
if the New Zealand business is a large company, ﬁnancial statements for the company’s
New Zealand business that comply with generally accepted accounting practice in
New Zealand;
the consolidated group ﬁnancial statements prepared for Hawaiian Holdings, Inc contain all
the relevant information for the company required under section 201 of the Act;
the consolidated ﬁnancial statements for Hawaiian Holdings, Inc provide suﬃcient
information to avoid any detriment to members of the public who have dealings with the
company; and
the exemption addresses the particular diﬃculties experienced by the company and is not
broader than what is reasonably necessary to address these diﬃculties.
This notice is administered by the Registrar of Companies.

4FEB2016
Notice Number
2016go582
Issue Number
10
View PDF
Principal Edition, 4 February 2016
PDF (32 KB)