- ERJ Dashboard
- Financials
- Filings
-
Holdings
- Transcripts
- ETFs
-
Insider
- Institutional
- Shorts
-
6-K Filing
Embraer (ERJ) 6-KEMBRAERITR1Q19_6K
Filed: 31 May 19, 9:38pm
____________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 6-K
__________________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of May 2019
Commission File Number: 001-15102
__________________________________
Embraer S.A.
__________________________________
Av. Brigadeiro Faria Lima, 2170
12227-901 São José dos Campos, São Paulo, Brazil
(Address of principal executive offices)
__________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-Fx Form 40-F¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨
Embraer S.A.
Condensed interim financial statements
as of March 31, 2019
Summary
OPERATIONS | 10 | |
2 | PRESENTATION AND ACCOUNTING PRACTICES | 10 |
3 | CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGMENTS | 22 |
4 | NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 24 |
5 | CASH AND CASH EQUIVALENTS | 27 |
FINANCIAL INVESTMENTS | 27 | |
7 | TRADE ACCOUNTS RECEIVABLE, NET | 29 |
8 | DERIVATIVE FINANCIAL INSTRUMENTS | 29 |
9 | COLLATERALIZED ACCOUNTS RECEIVABLE AND RECOURSE AND NON-RECOURSE DEBT | 31 |
10 | GUARANTEE DEPOSITS | 32 |
11 | INVENTORIES | 32 |
12 | OTHER ASSETS | 33 |
13 | INVESTMENTS | 34 |
14 | RELATED PARTIES | 36 |
15 | PROPERTY, PLANT AND EQUIPMENT | 40 |
16 | RIGHT OF USE AND LEASE LIABILITIES | 43 |
17 | INTANGIBLE ASSETS | 43 |
18 | IMPAIRMENT TEST | 45 |
19 | TRADE ACCOUNTS PAYABLE | 46 |
20 | LOANS AND FINANCING | 46 |
21 | OTHER PAYABLES | 49 |
TAXES AND PAYROLL CHARGES PAYABLE | 49 | |
23 | INCOME TAXES | 50 |
24 | FINANCIAL GUARANTEES AND RESIDUAL VALUE GUARANTEES | 52 |
25 | PROVISIONS AND CONTINGENT LIABILITIES | 53 |
26 | FINANCIAL INSTRUMENTS | 56 |
27 | SHAREHOLDERS’ EQUITY | 71 |
28 | SHARE-BASED COMPENSATION | 73 |
29 | EARNINGS PER SHARE | 74 |
30 | REVENUE FROM CONTRACT WITH CUSTOMERS | 75 |
31 | REVENUE (EXPENSES) BY TYPE | 77 |
32 | OTHER OPERATING INCOME (EXPENSES), NET | 77 |
33 | FINANCIAL INCOME (EXPENSES), NET | 78 |
34 | FOREIGN EXCHANGE GAINS (LOSSES), NET | 78 |
35 | SUPPLEMENTAL CASH FLOW INFORMATION | 79 |
36 | SEGMENT INFORMATION | 79 |
Embraer S.A. | ![]() |
Parent Company and Consolidated Condensed Statements of Financial Position
as of March 31, 2019, and December 31, 2018
(In thousands of reais)
Parent Company | Consolidated | |||||||
ASSETS | Note | 03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |||
CURRENT | ||||||||
Cash and cash equivalents | 5 | 996,827 | 3,087,879 | 2,261,478 | 4,963,041 | |||
Financial investments | 6 | 3,103,121 | 5,207,181 | 3,431,641 | 6,755,298 | |||
Trade accounts receivable, net | 7 | 266,199 | 428,612 | 792,074 | 1,232,276 | |||
Accounts receivable from subsidiaries | 571,003 | 912,856 | - | - | ||||
Derivative financial instruments | 8 | 3,768 | 20,216 | 4,676 | 21,110 | |||
Customer and commercial financing | - | - | - | 4,800 | ||||
Collateralized accounts receivable | 9 | - | - | 38,168 | 846,459 | |||
Contract assets | 30 | 530,372 | 378,275 | 1,653,050 | 1,387,086 | |||
Inventories | 11 | 3,025,830 | 6,178,335 | 5,561,740 | 9,714,286 | |||
Guarantee deposits | 10 | - | 1,217,947 | 351 | 1,316,884 | |||
Income tax and social contribution | 136,634 | 184,630 | 316,848 | 369,179 | ||||
Other assets | 12 | 415,176 | 686,575 | 515,623 | 787,975 | |||
9,048,930 | 18,302,506 | 14,575,649 | 27,398,394 | |||||
Assets held for sale | 4 | 17,861,438 | - | 21,172,452 | - | |||
26,910,368 | 18,302,506 | 35,748,101 | 27,398,394 | |||||
NON-CURRENT ASSETS | ||||||||
Financial investments | 6 | - | 653,069 | - | 710,918 | |||
Derivative financial instruments | 8 | 2,190 | 15,802 | 2,377 | 16,004 | |||
Customer and commercial financing | - | - | - | 40,872 | ||||
Collateralized accounts receivable | 9 | - | - | 62,924 | 67,228 | |||
Guarantee deposits | 10 | - | 35,876 | 1,216 | 37,944 | |||
Deferred income tax | 23.1 | - | - | 46,227 | 83,573 | |||
Other assets | 12 | 212,168 | 340,533 | 242,259 | 409,392 | |||
214,358 | 1,045,280 | 355,003 | 1,365,931 | |||||
Investments | 13 | 4,634,501 | 7,911,627 | 31,692 | 24,300 | |||
Property, plant and equipment | 15 | 2,017,185 | 3,934,669 | 3,552,902 | 7,612,678 | |||
Right of use | 16 | 41,917 | - | 195,505 | - | |||
Intangible assets | 17 | 3,414,409 | 6,861,235 | 3,703,809 | 7,357,465 | |||
10,322,370 | 19,752,811 | 7,838,911 | 16,360,374 | |||||
TOTAL ASSETS | 37,232,738 | 38,055,317 | 43,587,012 | 43,758,768 |
The accompanying notes are an integral part of this condensed interim financial statements.
3
Embraer S.A. | ![]() |
Parent Company and Consolidated Condensed Statements of Financial Position
as of March 31, 2019, and December 31, 2018
(In thousands of reais)
Parent Company | Consolidated | ||||||||
LIABILITIES | Note | 03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Trade accounts payable | 19 | 669,453 | 2,738,635 | 1,173,561 | 3,456,814 | ||||
Lease liability | 16 | 4,992 | - | 25,831 | - | ||||
Loans and financing | 20 | 104,093 | 596,392 | 141,700 | 694,699 | ||||
Non-recourse and recourse debt | 9 | - | - | 38,168 | 1,255,520 | ||||
Other payables | 21 | 338,806 | 572,649 | 530,825 | 1,117,357 | ||||
Accounts payable to subsidiaries | - | 911,978 | - | - | |||||
Contract liabilities | 30 | 1,151,319 | 2,845,185 | 2,403,220 | 4,050,567 | ||||
Derivative financial instruments | 8 | 9,726 | 30,527 | 10,747 | 31,194 | ||||
Taxes and payroll charges payable | 22 | 199,542 | 219,977 | 227,298 | 265,009 | ||||
Income tax and social contribution | - | 124,911 | 77,938 | 185,999 | |||||
Financial guarantee and residual value guarantee | 24 | - | 139,448 | - | 197,507 | ||||
Dividends | 94 | 7,447 | 11,971 | 19,322 | |||||
Unearned income | 3,788 | 7,802 | 3,788 | 7,802 | |||||
Provisions | 25 | 369,972 | 411,930 | 390,161 | 453,015 | ||||
2,851,785 | 8,606,881 | 5,035,208 | 11,734,805 | ||||||
Liabilities held for sale | 4 | 17,856,581 | - | 21,167,593 | - | ||||
20,708,366 | 8,606,881 | 26,202,801 | 11,734,805 | ||||||
NON-CURRENT LIABILITIES | |||||||||
Lease liability | 16 | 37,241 | - | 170,765 | - | ||||
Loans and financing | 20 | 157,376 | 11,250,556 | 341,659 | 13,439,366 | ||||
Non-recourse and recourse debt | 9 | - | - | 62,924 | 67,228 | ||||
Other payables | 21 | 17,278 | 94,848 | 31,372 | 110,996 | ||||
Contract liabilities | 30 | 53,190 | 733,203 | 98,388 | 767,991 | ||||
Taxes and payroll charges payable | 22 | 227,715 | 225,440 | 227,715 | 225,628 | ||||
Deferred income tax and social contribution | 23.1 | 698,951 | 809,196 | 846,695 | 984,266 | ||||
Financial guarantee and residual value guarantee | 24 | - | 391,620 | - | 391,620 | ||||
Unearned income | 296,251 | 294,876 | 79,173 | 283,474 | |||||
Provisions | 25 | 239,881 | 747,437 | 360,340 | 486,400 | ||||
1,727,883 | 14,547,176 | 2,219,031 | 16,756,969 | ||||||
TOTAL LIABILITIES | 22,436,249 | 23,154,057 | 28,421,832 | 28,491,774 | |||||
STOCKHOLDERS' EQUITY | |||||||||
Capital | 27.1 | 5,159,617 | 5,159,617 | 5,159,617 | 5,159,617 | ||||
Treasury shares | 27.3 | (80,350) | (87,020) | (80,350) | (87,020) | ||||
Revenue reserves | 3,914,324 | 3,910,221 | 3,914,324 | 3,910,221 | |||||
Share-based remuneration | 28 | 78,940 | 78,940 | 78,940 | 78,940 | ||||
Accumulated other comprehensive income (loss) | 27.8 | 5,885,841 | 5,839,502 | 5,885,841 | 5,839,502 | ||||
Retained losses | (161,883) | - | (161,883) | - | |||||
14,796,489 | 14,901,260 | 14,796,489 | 14,901,260 | ||||||
Noncontrolling interest | - | - | 368,691 | 365,734 | |||||
TOTAL STOCKHOLDERS' EQUITY | 14,796,489 | 14,901,260 | 15,165,180 | 15,266,994 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 37,232,738 | 38,055,317 | 43,587,012 | 43,758,768 |
The accompanying notes are an integral part of this condensed interim financial statements.
4
Embraer S.A. | ![]() |
Parent Company and Consolidated Condensed Statements of Income
for the Quarters ended March 31, 2019, and 2018
(In thousands of reais, except earnings per share)
Parent Company | Consolidated | |||||||
Note | 03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | ||||
CONTINUING OPERATIONS | (Restated)* | (Restated)* | ||||||
REVENUE | 895,564 | 776,535 | 1,512,124 | 1,385,746 | ||||
Cost of sales and services | (838,531) | (781,815) | (1,225,147) | (1,235,656) | ||||
GROSS PROFIT (LOSSES) | 57,033 | (5,280) | 286,977 | 150,090 | ||||
OPERATING INCOME (EXPENSE) | ||||||||
Administrative | (72,838) | (59,513) | (112,899) | (105,656) | ||||
Selling | (118,177) | (108,929) | (153,130) | (99,802) | ||||
Research | (8,688) | (12,478) | (12,737) | (14,112) | ||||
Other operating (expense) income, net | 32 | (91,952) | (59,301) | (99,278) | (62,052) | |||
Equity in income (losses) of associates | 76,127 | 69,184 | (60) | (467) | ||||
OPERATING PROFIT BEFORE FINANCIAL INCOME (EXPENSE) | (158,495) | (176,317) | (91,127) | (131,999) | ||||
Financial income (expense), net | 33 | 40,040 | 16,853 | 38,070 | 7,402 | |||
Foreign exchange gain (loss), net | 34 | 10,819 | 3,357 | 14,620 | (12,065) | |||
PROFIT (LOSS) BEFORE TAXES ON INCOME | (107,636) | (156,107) | (38,437) | (136,662) | ||||
Income tax (expense) income | 23.2 | 92,241 | 83,729 | 27,948 | 71,166 | |||
LOSS OF THE CONTINUING OPERATIONS PERIOD | (15,395) | (72,378) | (10,489) | (65,496) | ||||
Loss of the period of discontinued operation | 4 | (145,395) | (57,910) | (145,395) | (57,910) | |||
LOSS FOR THE PERIOD | (160,790) |
| (130,288) |
| (155,884) |
| (123,406) | |
- | - | - | - | |||||
Atributable to : | ||||||||
Owners of Embraer | - | - | (160,790) | (130,288) | ||||
Noncontrolling interest | - | - | 4,906 | 6,882 | ||||
Retained (loss) per share (R$) | ||||||||
Basic | 29.1 | (0.2185) | (0.1777) | (0.2185) | (0.1777) | |||
Diluted | 29.2 | (0.2185) | (0.1777) | (0.2185) | (0.1777) |
* See Notes 2.1.3 and 4 on restatement and discontinued operation.
The accompanying notes are an integral part of this condensed interim financial statements.
5
Embraer S.A. | ![]() |
Parent Company and Consolidated Condensed Statements of Comprehensive Income
for the Quarters ended March 31, 2019, and 2018
(In thousands of reais)
Parent Company | Consolidated | ||||||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | ||||
(Restated)* | (Restated)* | ||||||
LOSS FOR THE PERIOD | (160,790) | (130,288) | (155,884) | (123,406) | |||
ITEMS THAT WILL NOT BE RECLASSIFIED FOR THE STATEMENT OF INCOME | |||||||
Actuarialloss on post employment benefit obligations | (64) | (37) | (64) | (37) | |||
Translation adjustments | 33,786 | 35,294 | 31,837 | 20,377 | |||
ITEMS THAT MAY BE SUBSEQUENTLY RECLASSIFIED FOR THE RESULT | |||||||
Financial instruments | 1,576 | 7,290 | 1,576 | 7,290 | |||
Translation adjustments | 18,192 | 57,967 | 18,192 | 57,967 | |||
OTHER COMPREHENSIVE INCOME, NET OF TAX EFFECTS (i) | 53,490 | 100,514 | 51,541 | 85,597 | |||
TOTAL OF COMPREHENSIVE INCOME | (107,300) | (29,774) | (104,343) | (37,809) | |||
Attributable to: | |||||||
Owners of Embraer | - | - | (107,300) | (29,774) | |||
Noncontrolling interest | - | - | 2,957 | (8,035) | |||
Total comprehensive income for the period attributable to Embraer shareholders | |||||||
Continuing operations | 37,286 | 24,386 | |||||
Discontinued operation | (144,586) | (54,160) | |||||
(107,300) | (29,774) | ||||||
(i)The amounts above are net of deferred income tax, when applicable, in the amount of (R$ 187) and (R$ 469) in the Parent Company, (R$ 428) and R$ 163 in the Consolidated, for the three-month period ended March 31, 2019, and 2018, respectively.
* See Notes 2.1.3 and 4 on restatement and discontinued operation.
The accompanying notes are an integral part of this condensed interim financial statements.
6
Embraer S.A. | ![]() |
Consolidated CondensedStatements of Changes in Shareholders’ Equity
for the Quarters ended March 31, 2019, and 2018
(In thousands of reais)
Revenue reserves | Accumulated other comprehensive (loss) income | |||||||||||||||||||||||||||
Capital | Treasury Shares | Share-based remuneration | Invesment Subsidy | Statutory Reserve | For investment and working capital | Retained earnings | Result in transactions with non controlling interest | Actuarial gain on post employment benefit obligations | Cumulative translation adjustment |
| Other comprehensive income |
| Total | Noncontrolling interest | Total Shareholders' Equity | |||||||||||||
AT JANUARY 01, 2018 | 4,789,617 | (134,801) | 78,742 | 95,223 | 433,493 | 4,543,893 | - | (12,400) | (75,933) | 3,772,590 | 3,555 | 13,493,979 | 375,269 | 13,869,248 | ||||||||||||||
Loss for the period | - | - | - | - | - | - | (130,288) | - | - | - | - | (130,288) | 6,882 | (123,406) | ||||||||||||||
Translation adjustments | - | - | - | - | - | - | - | - | - | 93,261 | - | 93,261 | (14,917) | 78,344 | ||||||||||||||
Cash flow hedge | - | - | - | - | - | - | - | - | - | - | 7,290 | 7,290 | - | 7,290 | ||||||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | (37) | - | - | (37) | - | (37) | ||||||||||||||
Total comprehensive income | - | - | - | - | - | - | (130,288) | - | (37) | 93,261 | 7,290 | (29,774) | (8,035) | (37,809) | ||||||||||||||
Share-based remuneration | - | - | 198 | - | - | - | - | - | - | - | - | 198 | - | 198 | ||||||||||||||
Stock option grants exercised | - | 10,784 | - | - | - | - | (3,200) | - | - | - | - | 7,584 | - | 7,584 | ||||||||||||||
Allocation of profits: | ||||||||||||||||||||||||||||
Interest on own capital | - | - | - | - | - | - | (14,672) | - | - | - | - | (14,672) | - | (14,672) | ||||||||||||||
Reserve for investments and working capital (practice adjustment) | 370,000 | - | - | - | - | (370,000) | - | - | - | - | - | - | - | - | ||||||||||||||
AT MARCH 31,2018 (Restated) | 5,159,617 | (124,017) | 78,940 | 95,223 | 433,493 | 4,173,893 | (148,160) | (12,400) | (75,970) | 3,865,851 | 10,845 | 13,457,315 | 367,234 | 13,824,549 | ||||||||||||||
AT DECEMBER 31, 2018 | 5,159,617 | (87,020) | 78,940 | 95,673 | 433,493 | 3,381,055 | - | (12,400) | (72,949) | 5,918,639 | 6,212 | 14,901,260 | 365,734 | 15,266,994 | ||||||||||||||
Adjustment related to accounting policy change | - | - | - | - | - | - | 5,023 | - | - | - | (5,023) | - | - | - | ||||||||||||||
AT JANUARY 01, 2019 | 5,159,617 | (87,020) | 78,940 | 95,673 | 433,493 | 3,381,055 | 5,023 | (12,400) | (72,949) | 5,918,639 | 1,189 | 14,901,260 | 365,734 | 15,266,994 | ||||||||||||||
Net income for the period | - | - | - | - | - | - | (160,790) | - | - | - | - | (160,790) | 4,906 | (155,884) | ||||||||||||||
Translation adjustments | - | - | - | - | - | - | - | - | - | 49,850 | - | 49,850 | (1,949) | 47,901 | ||||||||||||||
Cash flow hedge | - | - | - | - | - | - | - | - | - | - | 1,576 | 1,576 | - | 1,576 | ||||||||||||||
Other comprehensive income | - | - | - | - | - | - | - | - | (64) | - | - | (64) | - | (64) | ||||||||||||||
Total comprehensive income | - | - | - | - | - | - | (160,790) | - | (64) | 49,850 | 1,576 | (109,428) | 2,957 | (106,471) | ||||||||||||||
Stock option grants exercised | - | 6,670 | - | - | - | - | (2,013) | - | - | - | - | 4,657 | - | 4,657 | ||||||||||||||
Allocation of profits: | ||||||||||||||||||||||||||||
Investment subsidy | - | - | - | 4,103 | - | - | (4,103) | - | - | - | - | - | - | - | ||||||||||||||
AT MARCH 31, 2019 | 5,159,617 | (80,350) | 78,940 | 99,776 | 433,493 | 3,381,055 | (161,883) | (12,400) | (73,013) | 5,968,489 | 2,765 | 14,796,489 | 368,691 | 15,165,180 |
The accompanying notes are an integral part of this condensed interim financial statements.
7
Embraer S.A. | ![]() |
Parent Company and Consolidated Condensed Statements of Cash Flows
For the Quarters Ended March 31, 2019, and 2018
(In thousands of reais)
Parent Company | Consolidated | ||||||||
Note | 03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |||||
(Restated)* | (Restated)* | ||||||||
OPERATING ACTIVITIES | |||||||||
Loss for the period, including discontinued operation | (160,790) | (130,288) | (155,884) | (123,406) | |||||
ADJUSTMENT TO LOSS FOR ITEMS NOT AFFECTING CASH | |||||||||
Depreciation of property plant and equipment | 15 | 67,601 | 85,555 | 117,693 | 139,131 | ||||
Realization of government grants | - | - | (2,605) | (2,604) | |||||
Amortization of intangible assets | 17 | 65,717 | 69,760 | 70,262 | 78,550 | ||||
Realization of contribution from suppliers | 17 | (13,991) | (12,935) | (13,991) | (12,935) | ||||
Loss (reversal) for inventory obsolescence | 4,406 | 9,275 | 2,036 | 4,639 | |||||
Adjustment to market value, inventory, property plant and equipment and intangible | - | - | 44,453 | 33,825 | |||||
Provision (reversal) allowance for doubtful accounts | (1,941) | (5,709) | (3,486) | (12,141) | |||||
Losses on fixed assets disposal | - | - | 10,470 | 12,144 | |||||
Deferred income tax and social contribution | (110,432) | (80,277) | (69,111) | (78,482) | |||||
Accrued interest | 14,652 | 11,500 | 13,910 | 19,714 | |||||
Interest on marketable securities, net | (41,059) | (19,185) | (36,093) | (25,247) | |||||
Equity in associates gains and losses | 13.2 | 36,521 | (32,393) | 131 | 979 | ||||
Share-based remuneration | - | 198 | - | 198 | |||||
Foreign exchange gain (loss), net | 34 | (23,659) | 5,650 | (32,147) | 23,010 | ||||
Mark to market of the residual value guarantees | 24 | (31,430) | 7,632 | (31,430) | 7,632 | ||||
Other | 4,616 | 2,212 | (932) | (6,880) | |||||
CHANGES IN ASSETS | |||||||||
Financial investments | 865,361 | 1,997,431 | 810,772 | 2,037,431 | |||||
Derivative financial instruments | 4,044 | (1,040) | 4,391 | (1,480) | |||||
Collateralized accounts receivable and accounts receivable | (408,990) | 248,764 | 4,859 | 1,140,305 | |||||
Customer and commercial financing | - | - | 1,147 | 1,810 | |||||
Contract assets | (206,068) | (291,322) | (406,272) | (1,545,313) | |||||
Inventories | (1,276,576) | (756,700) | (1,721,263) | (1,000,979) | |||||
Other assets | 145,173 | 126,384 | 138,828 | (151,132) | |||||
CHANGES IN LIABILITIES | |||||||||
Trade accounts payable | (162,867) | 114,222 | (86,550) | 226,934 | |||||
Non-recourse and recourse debt | - | - | (20,938) | 9,800 | |||||
Other payables | (354,870) | (127,545) | (19,214) | 126,274 | |||||
Contract liabilities | 134,551 | (1,650) | 246,563 | 31,128 | |||||
Contribution from suppliers | - | 219,707 | - | 219,707 | |||||
Taxes and payroll charges payable | (100,589) | (79,624) | (83,930) | (98,849) | |||||
Financial guarantees | (1,444) | (7,011) | (17,358) | (24,276) | |||||
Other provisions | (33,030) | 56,593 | (32,882) | 52,757 | |||||
Unearned income | 5,484 | 27,630 | (8,819) | (55,218) | |||||
NET CASH GENERATED (USED) IN OPERATING ACTIVITIES | (1,579,610) | 1,436,834 | (1,277,390) | 1,027,026 | |||||
INVESTING ACTIVITIES | |||||||||
Acquisition of property, plant and equipment | 15 | (84,679) | (42,827) | (160,334) | (128,584) | ||||
Proceeds from sale of property, plant and equipment | 15 | 15 | - | 15 | - | ||||
Additions to intangible assets | 17 | (210,385) | (230,703) | (246,581) | (259,960) | ||||
Additions to investments in subsidiaries and affiliates | 13.2 | (9,243) | (7,639) | (7,205) | (3,369) | ||||
Reduction in investments in subsidiaries and affiliates | - | 1,322 | - | - | |||||
Financial investments | 51,087 | (462,829) | 51,394 | (451,938) | |||||
Restricted cash reserved for construction of assets | - | - | - | 79 | |||||
Mutual receipt with subsidiaries | 4,974 | - | - | - | |||||
NET CASH USED IN INVESTING ACTIVITIES IN CONTINUED OPERATIONS | (248,231) | (742,676) | (362,711) | (843,772) | |||||
FINANCING ACTIVITIES | |||||||||
Proceeds from borrowings | 609,665 | - | 609,422 | 151,935 | |||||
Repayment of borrowings | (815,814) | (124,361) | (888,709) | (215,299) | |||||
Dividends and interest on own capital | (7,304) | (58,468) | (7,304) | (58,468) | |||||
Proceeds from stock options exercised | 4,657 | 7,584 | 4,657 | 7,584 | |||||
Lease payments | (2,069) | - | (8,991) | - | |||||
NET CASH USED IN FINANCING ACTIVITIES | (210,865) | (175,245) | (290,925) | (114,248) | |||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,038,706) | 518,913 | (1,931,026) | 69,006 | |||||
Effects of exchange rate changes on cash and cash equivalents | (52,346) | 12,808 | (31,441) | 6,763 | |||||
Cash and cash equivalents at the beginning of the period | 3,087,879 | 2,413,501 | 4,963,041 | 4,203,719 | |||||
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 996,827 | 2,945,222 | 3,000,574 | 4,279,488 | |||||
* See Notes 2.1.3 and 4 on restatement and discontinued operation.
The accompanying notes are an integral part of thiscondensedinterim financial statements.
8
Embraer S.A. | ![]() |
Parent Company and Consolidated Condensed Statements of Value Added
For the Quarters Ended March 31, 2019, and 2018
(In thousands of reais)
Parent Company | Consolidated | |||||||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |||||
(Restated)* | (Restated)* | |||||||
REVENUE | ||||||||
Gross revenue of products and services | 2,081,384 | 2,050,439 | 3,149,574 | 3,150,405 | ||||
Provision for doubtful acount - reversals and additions | 1,885 | 5,709 | 3,121 | 12,141 | ||||
Revenue related to construction of own assets | 172,680 | 20,989 | 198,895 | 60,810 | ||||
Other revenues | 4,412 | 18,860 | 12,005 | 20,842 | ||||
2,260,361 | 2,095,997 | 3,363,595 | 3,244,198 | |||||
INPUT MATERIAL PURCHASED FROM THIRD PARTIES | ||||||||
Product costs | (1,132,621) | (1,228,704) | (1,547,776) | (1,711,616) | ||||
Materials, electricity, third-party services and other | (467,143) | (389,456) | (749,650) | (754,845) | ||||
(1,599,764) | (1,618,160) | (2,297,426) | (2,466,461) | |||||
GROSS VALUE ADDED | 660,597 | 477,837 | 1,066,169 | 777,737 | ||||
Depreciation and amortization | (133,318) | (155,315) | (185,350) | (215,077) | ||||
NET VALUE ADDED PRODUCED BY THE COMPANY | 527,279 | 322,522 | 880,819 | 562,660 | ||||
VALUE ADDED RECEIVED IN TRANSFER | ||||||||
Equity in the earnings (loss) of subsidiaries | (36,521) | 32,393 | (131) | (979) | ||||
Financial income | 100,966 | 76,559 | 87,987 | 77,095 | ||||
TOTAL VALUE ADDED FOR DISTRIBUTION | 591,724 | 431,474 | 968,675 | 638,776 | ||||
DISTRIBUTION OF VALUE ADDED | ||||||||
Personnel | 482,948 | 331,630 | 695,397 | 507,620 | ||||
Taxes, charges and contributions | 221,440 | 125,475 | 237,113 | 83,201 | ||||
Income (expense) tax and social contribution expense (benefit) | (92,241) | (83,729) | (18,929) | (64,409) | ||||
Insterests and rentals | 140,367 | 188,386 | 210,978 | 235,770 | ||||
Interest on own capital/dividends | - | 14,672 | - | 14,672 | ||||
Retained earnings (losses) | (160,790) | (144,960) | (160,790) | (144,960) | ||||
Noncontrolling interest | - | - | 4,906 | 6,882 | ||||
DISTRIBUTED VALUE ADDED | 591,724 | 431,474 | 968,675 | 638,776 | ||||
* See Notes 2.1.3 on restatement.
The accompanying notes are an integral part of thiscondensedinterim financial statements.
9
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
Embraer S.A. (“Embraer” or "Parent Company" or together with its subsidiaries as "Consolidated" or "the Company") is a publicly-held company with headquarters in São José dos Campos, State of São Paulo, Brazil. The corporate purpose of the Company is:
i) | To design, build and market aircraft and aerospace materials and related accessories, components and equipment, according to the highest standards of technology and quality;
|
ii) | To perform and carry out technical activities related to the manufacturing and servicing of aerospace materials;
|
iii) | To contribute to the training of technical personnel as necessary for the aerospace industry;
|
iv) | To engage in other technological, manufacturing and business activities in connection with the aerospace industry;
|
v) | To design, build and trade in equipment, materials, systems, software, accessories and components for the defense, security and power industries, as well as perform and carry out technical activities related to the manufacturing and servicing thereof, in accordance with the highest technological and quality standards; and
|
vi) | To conduct other technological, manufacturing, trading and services activities related to the defense, security and power industries. |
The Company's shares are listed on the enhanced corporate governance segment of B3 (EMBR3), as the New Market ("Novo Mercado"). Embraer S.A. also has American Depositary Shares (evidenced by American Depositary Receipts - ADRs) which are registered with the Securities and Exchange Commission ("SEC") and are listed on the New York Stock Exchange -NYSE (ERJ).
Note 4 contains additional information on Embraer and The Boeing Company (NYSE: BA) strategic partnership. The terms approved define the creation of a joint venture involving Embraer's commercial aviation assets and associated services, in which Boeing will hold an 80% ownership stake and Embraer the remaining 20%, as well as the creation of a joint venture to promote and develop new markets and applications for the multi-mission aircraft KC-390, with ownership of 51% for Embraer and 49% for Boeing.
Due to the accounting treatment of assets held for sale and discontinued operations, assets and liabilities related to Commercial Aviation and related services presented in the respective headings in the annual financial statements as of December 31, 2018 were segregated and reclassified to the accounts of assets and liabilities held for sale in the statements of financial position as of March 31, 2019. The detail of the amounts reclassified is presented in Note 4.2. In addition, the treatments applied to present the statements of income from continuing operations and discontinued operations are presented in Note 4.3.
These condensed interim financial statements were approved by the Company on May 31, 2019.
The Company's condensed interim parent company and consolidated financial statements has been prepared and is being presented in conformity with the International Accounting Standards - ("IAS") IAS 34/CPC 21 (R1) issued respectively by the International Accounting Standards Board ("IASB") and by the Accounting Pronouncements Committee (CPC in Portuguese), related to the interim report.
These condensed interim financial statements should be read together with the individual and consolidated financial statements as of December 31, 2018, which were prepared in conformity with the accounting practices adopted in Brazil and with the International Financial Accounting Standards (IFRS), respectively.
10
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
These condensed interim financial statements have been prepared under the historical cost convention (except when the item requires different criteria) and adjusted to reflect assets and liabilities measured at fair value on subsequent measurement.
The preparation ofcondensed interimfinancial statements requires the use of certain estimates, judgments, and assumptions, whichrequires management of the Company to exercise its judgment in the process of applying the Company's accounting policies. These condensed interim financial statements include accounting estimates for certain assets, liabilities, and transactions.
The areas which involve a higher degree of judgment or complexity, or assumptions and estimates significant to the financial statements, are disclosed in Note3.
The condensed interim consolidated financial statements include the balances of March 31, 2019, financial statements of the Company and all subsidiaries directly or indirectly controlled by Embraer, special purpose entities (SPEs) controlled by the Company, and participation investment funds (FIP), which are associates accounted for by the equity method. For jointly controlled entities (joint operations), the Company accounts for assets, liabilities, income, and expenses related to its proportion of the investment.
The condensed interim consolidated financial statements of the Company are prepared in its functional currency and converted to the presentation currency as described in Note 2.2.4.
All accounts and balances arising from transactions between consolidated entities are eliminated.
11
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
Company’s corporate structure
Below is information regarding the Company´s consolidated subsidiaries and jointly controlled entities.
Embraer Group companies | Participation | Country | Core Activities |
ELEB Equipamentos Ltda. | 100% | Brazil | Sale of hydraulic and mechanical equipment to the aviation industry |
Embraer Aircraft Holding, Inc. | 100% | USA | Concentrates corporate activities in the USA |
Embraer Aircraft Customer Services, Inc. | 100% | USA | Sale of spare parts and support services in North America and the Caribbean |
Embraer Aircraft Maintenance Services Inc. | 100% | USA | Maintenance of aircraft and components |
Embraer Business Innovation Center, Inc. | 100% | USA | Develops technological innovation research in aviation and related areas |
Embraer Executive Jet Services, LLC | 100% | USA | After sales support and aircraft maintenance |
Embraer Executive Aircraft, Inc. | 100% | USA | Final assembly and deliver of executive jets |
Embraer Engineering & Technology Center USA, Inc. | 100% | USA | Engineering services related to aircraft research and development |
Embraer Aero Seating Technologies, LLC | 100% | USA | Production and maintenance of aircraft seats |
Embraer Defense and Security, Inc. | 100% | USA | Supply of Super Tucano aircraft to the American Air Force (LAS) |
Embraer CAE Training Services, LLC | 51% | USA | Pilot, mechanics and crew training |
EB Defense LLC | 100% | USA | Future joint venture with Boeing for sale of KC390 |
Embraer Aviation Europe – EAE | 100% | France | Concentrates corporate activities abroad, specifically Europe |
Embraer Aviation International – EAI | 100% | France | Sale of parts and after sale services in Europe, Africa and Middle East |
Embraer Europe SARL | 100% | France | Commercial representation of the Company in Europe, Africa and Middle East |
Embraer Defesa e Segurança Participações S.A. | 100% | Brazil | Coordinates investments in the Defense & Security segments |
Atech - Negócios em Tecnologias S.A. | 100% | Brazil | Development and control communications, computer and intelligence services |
Visiona Tecnologia Espacial S.A. | 51% | Brazil | Supply of the Brazilian Government's SGDC |
Visiona Internacional B.V. | 100% | Netherlands | Integration and supply of the Brazilian Government SGDC System |
SAVIS Tecnologia e Sistemas S.A. | 100% | Brasil | Operates in Defense & Security with the Brazilian Government |
Embraer GPX Ltda. | 100% | Brasil | Aircraft maintenance services |
Embraer Netherlands Finance B.V. | 100% | Netherlands | Financial operations raising and investing funds of the Embraer Group |
Embraer Netherlands B.V. | 100% | Netherlands | Concentrates corporate activities abroad and lease and sale of used aircrafts |
Embraer Asia Pacific PTE. Ltd. | 100% | Singapore | After sales services and support in Asia |
Airholding SGPS S.A. | 100% | Portugal | Coordinates investments in subsidiary in Portugal |
OGMA - Indústria Aeronáutica de Portugal S.A. | 65% | Portugal | Aeronautic maintenance and production |
Embraer CAE Training Services (UK) Limited | 51% | United Kingdom | Dormant |
Embraer Portugal S.A. | 100% | Portugal | Coordinates investments and economic activities in subsidiaries in Portugal |
Embraer Portugal Estruturas Metálicas, S.A. | 100% | Portugal | Manufacturing of parts and metallic products for the aviation industry |
Embraer Portugal Estruturas em Compósitos, S.A. | 100% | Portugal | Manufacturing of parts and compound products for the aviation industry |
Embraer (China) Aircraft Technical Services Co. Ltd. | 100% | China | Sale and maintenance for after sales support in China |
EZ Air Interior Limited | 50% | Ireland | Fabrication of interiors for commercial aircraft |
Embraer Overseas Ltd. | 100% | Cayman Islands | Financial operations such as raising and investing of funds of Embraer Group |
Embraer Spain Holding Co. SL | 100% | Spain | Concentrates corporate activities abroad |
ECC Investment Switzerland AG | 100% | Switzerland | Coordinates investments in subsidiaries abroad |
ECC Insurance & Financial Company Limited. | 100% | Cayman Islands | Covers financial guarantees offered in air craft sale structure |
Embraer Finance Ltd. | 100% | Cayman Islands | Support to the Company in structuring specific operations |
Yaborã Indústria Aeronáutica S.A. | 100% | Brazil | Future joint venture of the Commercial Aviation with Boeing |
12
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
Specific purpose entities (SPEs) - the Company organizes some of its aircraft sale financing transactions through SPEs and although it has no direct or indirect interest, it controls their operations or takes a majority share of their risks and rewards. Currently ,the only EPE that presents balance and therefore is consolidated isRefine Inc. The EPEs in which Embraer is not a controlling shareholder are not consolidated based on fundamentals and technical analyses performed by Management. Except for the aforementioned Consolidated SPEs, the Company does not have significant risks attributed to other structured operations involving SPEs.
ConsortiumTepro - Entity constituted by SAVIS Tecnologia e Sistemas S.A. a company controlled by Embraer Defesa & Segurança andEmbraer S.A., with the objective of assist the Brazilian Army implementation of the first phase of the Integrated Frontier Monitoring System (“Sistema Integrado de Monitoramento de Fronteiras” - Sisfron) for the performance of certain activities.Located in Campinas -SP, Brazil, the consortium is 93.7% owned by SAVIS and 6.3% owned by Embraer S.A.
Equity investment fund (FIP) - An Embraer initiative in conjunction with BNDES, FINEP andDesenvolve SP, created with the aim of strengthening the aerospace supply chain, aerospace, defense and security and promoting the integration of systems related to these sectors through support for small and medium enterprises. FIP is not consolidated in the Company's financial statements, but its results are presented in the equity in investees line.
Embraer Ventures Equity Investment Fund – Exclusive fund created to provide technological and financial support through investment to small and medium businesses focused on disruptive innovation in the aerospace segment. This fund is consolidated in the Company’s financial statements as Embraer S.A. is the majority shareholder.
As described in Note 2.2.1 to the annual financial statements as of December 31, 2018, the Company retrospectively and fully adopted beginning January 1, 2016, the standards IFRS 9/CPC 48 Financial Instruments and 15/CPC 47 Revenue from Contracts with Customers.
The impacts from adopting these standards were fully reflected in the annual financial statements as of December 31, 2018, but certain adoption effects with an impact on the interim financial statements as of March 31, 2018, June 30, 2018, and September 30, 2018, were not duly considered in the interim period:
· | Combination of certain development contracts of the Defense & Security segment for recognition of net revenue; and
|
· | Effect on financial income (expense), net of the fair value of the structured notes held as financial investments by the Company, where the cash flows are not solely payments of principal and interest, in consideration of financial investments in the statements of financial position, and
|
· | Tax impacts corresponding to the adjustments mentioned above. |
Accordingly, the Company in conformity with IAS 8/CPC 23 Accounting Policies, Changes in Estimates and Errors is restating the statement of income for the period ended March 31, 2018, also including the effects from the discontinued operation, as described in Note 4:
13
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
Parent Company | |||||||||
As published | Adjustments | Discontinued Operation | As restated | ||||||
CONTINUING OPERATIONS | |||||||||
REVENUE | 2,115,452 | (55,297) | (1,283,620) | 776,535 | |||||
Cost of sales and services | (1,763,539) | - | 981,724 | (781,815) | |||||
GROSS PROFIT | 351,913 | (55,297) | (301,896) | (5,280) | |||||
OPERATING INCOME (EXPENSE) | |||||||||
Administrative | (87,032) | - | 27,519 | (59,513) | |||||
Selling | (200,652) | - | 91,723 | (108,929) | |||||
Research | (28,198) | - | 15,720 | (12,478) | |||||
Other operating (expense) income, net | (118,596) | - | 59,295 | (59,301) | |||||
Equity in income (losses) of associates | 83,194 | (50,802) | 36,792 | 69,184 | |||||
OPERATING PROFIT (LOSS) BEFORE FINANCIAL EXPENSE | 629 | (106,099) | (70,847) | (176,317) | |||||
Financial income (expense), net | (123,670) | (4,369) | 144,892 | 16,853 | |||||
Foreign exchange gain (loss), net | 19,492 | - | (16,135) | 3,357 | |||||
LOSS BEFORE TAXES ON INCOME | (103,549) | (110,468) | 57,910 | (156,107) | |||||
Income tax (expense) income | 63,442 | 20,287 | - | 83,729 | |||||
LOSS FOR THE PERIOD FOR CONTINUING OPERATIONS | (40,107) | (90,181) | 57,910 | (72,378) | |||||
Loss for the period of discontinued operation | - | - | (57,910) | (57,910) | |||||
LOSS FOR THE PERIOD | (40,107) | (90,181) | - | (130,288) | |||||
Atributable to : | |||||||||
Owners of Embraer | (40,107) | (130,288) | |||||||
Non-controlling interest | - | - | |||||||
Retained (loss) per share (R$) | |||||||||
Basic | (0.05) | (0.18) | |||||||
Diluted | (0.05) | (0.18) |
Consolidated | |||||||||
As published | Adjustments | Discontinued Operation | As restated | ||||||
CONTINUING OPERATIONS | |||||||||
REVENUE | 3,227,334 | (115,753) | (1,725,835) | 1,385,746 | |||||
Cost of sales and services | (2,635,674) | - | 1,400,018 | (1,235,656) | |||||
GROSS PROFIT | 591,660 | (115,753) | (325,817) | 150,090 | |||||
OPERATING INCOME (EXPENSE) | |||||||||
Administrative | (143,797) | - | 38,141 | (105,656) | |||||
Selling | (230,902) | - | 131,100 | (99,802) | |||||
Research | (31,605) | - | 17,493 | (14,112) | |||||
Other operating (expense) income, net | (96,231) | - | 34,179 | (62,052) | |||||
Equity in income (losses) of associates | (979) | - | 512 | (467) | |||||
OPERATING PROFIT (LOSS) BEFORE FINANCIAL EXPENSE | 88,146 | (115,753) | (104,392) | (131,999) | |||||
Financial income (expense), net | (146,764) | (15,169) | 169,335 | 7,402 | |||||
Foreign exchange gain (loss), net | 1,725 | - | (13,790) | (12,065) | |||||
LOSS BEFORE TAXES ON INCOME | (56,893) | (130,922) | 51,153 | (136,662) | |||||
Income tax (expense) income | 23,668 | 40,741 | 6,757 | 71,166 | |||||
LOSS FOR THE PERIOD FOR CONTINUING OPERATIONS | (33,225) | (90,181) | 57,910 | (65,496) | |||||
Loss for the period of discontinued operation | - | - | (57,910) | (57,910) | |||||
LOSS FOR THE PERIOD | (33,225) | (90,181) | - | (123,406) | |||||
Atributable to : | |||||||||
Owners of Embraer | (40,107) | (130,288) | |||||||
Non-controlling interest | 6,882 | 6,882 | |||||||
Retained (loss) per share (R$) | |||||||||
Basic | (0.05) | (0.18) | |||||||
Diluted | (0.05) | (0.18) |
The interim financial information of the periods ended June 30, 208 and September 30, 2018 will also be restated for net adjustments of the same nature as described above, increasing the Parent Company and Consolidated net loss for the six-month period ended June 30, 2018 and nine-month period ended September 30, 2018 by R$ 108,240 and R$ 76,706, respectively. These adjustments do not have an impact on the accumulated net loss forthe year ended December 31, 2018 and in shareholders’ equity of that reporting date, considering that they were fully recognized in the annual financial statements.
14
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
There were no significant changes in the Company’s significant accounting practices compared to those disclosed in the annual financial statements as of December 31, 2018, other than:
· | Change in accounting practices related to operating leases arising from the adoption of IFRS 16/CPC 06 (R2) – Leases on January 1, 2019 (Note 2.2.1).
|
· | Change in the accounting policy for the adoption of the requirements of IFRS 9/CPC 48 – Financial Instruments on the accounting for the Hedge Accounting on January 1, 2019 (Note 2.2.2).
|
· | Adoption of interpretation IFRIC 23/ICPC 22 - Uncertainty over income tax treatments on January 1, 2019 (Note 2.2.3). |
Due to the impacts on the condensed interim financial statements, we present below the main concepts and practices used.
IFRS 16 establishes the principles for the recognition, measurement, and disclosure of leases and requires lessees to recognize a single accounting model in the statements of financial position. The lessor’s accounting in IFRS 16 remains substantially unchanged in relation to IAS 17/CPC 06. Lessors will continue to classify between operating or finance leases, using principles similar to the former standard and, therefore, IFRS 16 has no impact on leases where the Company is the lessor.
From the lessee’s viewpoint, lease contracts previously recognized as expenses in the statement of income for the year on a straight-line basis, start to be recognized in the statements of financial position as right-of-use asset for the existing right of using the assets underlying the contract as a contra entry to a lease liability arising from the obligation to make contractual payments assumed.
The Company adopted IFRS 16 using the modified retrospective model with first-time adoption date on January 1, 2019. Under this approach, the financial information comparative to prior periods are not being restated and remain as previously reported in accordance with IAS 17/CPC 06.
The Company used the following practical expedients permitted by the standard of: (i) not recording operating lease contracts, that on the beginning date, have lease term equal to or below 12 months or less (“short-term leases”), (ii) not recording contracts for which the individual underlying asset is lower than US$ 5,000 (“low-value leases”) and (iii) the use of a single discount rate in a lease portfolio with reasonably similar characteristics.
The details on and impacts from the changes in accounting practices are disclosed below.
a) Accounting impact from the adoption of IFRS 16:
As part of the adoption process, the Company has examined its lease transactions to determine whether each effective contract is or contains a lease based on the new definition. Under IFRS 16, a contract is or contains a lease if it transfers the right to control the use of an identified asset over a period of time in exchange for consideration.
The Company identified applicable contracts within the scope of IFRS 16 for leases of land and buildings, facilities, machinery, vehicles and other equipment, subject to the practical expedients applied. For the contracts identified, the Company recognized:
· | A lease liability in the total amount of R$ 43,131 for the Parent Company and R$ 221,535 for the Company related to the lease payments according to the cash flows of each contract, discounted to present value at the incremental borrowing rate. The Company’s incremental weighted average borrowing rate applied to lease liabilities on January 1, 2019, was 6.3%. |
15
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
· | The right-of-use assets representing the right to use the underlying assets of these contracts were measured in an amount corresponding to the lease liability. |
Due to the adoption of IFRS 16, the Company's consolidated net debt on January 1, 2019, increased from R$ 1,704,808 to R$ 1,926,343, not impacting restrictive covenants on borrowings and financing on the first-time adoption date.
Parent | ||
Company | Consolidated | |
Lease commitments as at December 31, 2018 | 66,808 | 300,576 |
- (Less): short-term leases recognized on a straight-line basis as expense | (2,839) | (7,456) |
- (Less): low-value leases recognized on a straight-line basis as expense | (5,304) | (12,575) |
- Discounted using the incremental borrowinig rate | (15,534) | (59,010) |
Lease liability as at January 1, 2019 | 43,131 | 221,535 |
b) Summary of the significant accounting practices changed with the adoption of IFRS 16:
b.1) Right-of-use assets
The Company recognizes right-of-use assets on the lease inception date (that is, the date in which the asset is available for use). The right-of-use assets are measured at cost, less any depreciation or impairment losses and are adjusted for any revaluation of lease liabilities. The cost of right-of-use assets includes the amount of the recognized lease liability, the initial direct costs incurred less any lease incentives received. The right-of-use assets are depreciated on a straight-line basis considering the lease term and the Company’s intention in renewal options, based on the best estimate on each reporting date. Right-of-use assets are subject to impairment test if there is evidence that their carrying amount may be higher than the recoverable amount.
Expenses on the depreciation of the right-of-use asset are recognized as operating expenses in the statements of income for the year.
b.2) Lease liabilities
On the lease inception date, the Company recognizes lease liabilities measured at the present value of lease payments to be made during the lease term, which is measured based on the contract term and renewal options. Lease payments include fixed payments less any lease incentives received. Variable lease payments not depending on an index or rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.
When calculating the present value of lease payments, the Company uses the incremental borrowing rate. After the inception date, the amount of the lease liability is increased to reflect the increase of interest, adjustments of installments and reduced for lease payments made. Moreover, the carrying amount of the lease liability is remeasured in case of any modification, a change in the lease term, a change in fixed lease payments or a change in valuation to acquire the underlying asset.
Interest is recognized as financial income (expense), net in the statements of income for the year.
(i)Determination of the lease term:
The Company determines the contractual term as the non-cancelable lease term, plus any period covered by a renewal option, if it is reasonably certain that it is exercised, or any option to terminate the lease, if it is reasonably certain that it will not be exercised. The Company has the option, under some of its leases, to maintain the assets for additional periods from three to five years. The Company applies judgment when assessing if it is reasonably certain that it will exercise the renewal option, considering all significant factors that create an economic incentive for the exercise of the renewal.
The Company reassesses the lease term if there is an event or significant change under circumstances that are under its control and affect its capacity to exercise (or not exercise) the option to renew (e.g. a change in the business strategy).
16
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise |
(ii)Short-term leases and low-value asset leases:
The Company applies the short-term lease recognition exemption to all its leases with the contractual term below or equal to 12 months from the inception date and without a purchase option. The practical expedient of recognition exemption for low-value assets leases for which the individual amount is below US$5,000 is also applied. Short-term and low-value lease payments are recognized as expenses on a straight-line basis over the lease term.
c) Accounting practice applied up to December 31, 2018
Up to December 31, 2018, the contracts where the Company is the lessee were recognized according to their classification between finance and operating leases:
Leases, where the Company acquired substantially all the risks and rewards of ownership, were classified as finance leases. Finance leases were recorded as a financed purchase recognizing a fixed asset and borrowing and financing liability at the lease inception date.
Leases for which a significant portion of the risks and rewards of ownership remained with the lessor were classified as operating leases. Operating lease payments were recognized in profit or loss for the year under the straight-line method over the lease term.
The Company changed the accounting policy previously disclosed in note 2.2.1(a) to the annual financial statements for the year ended December 31, 2018 to adopt the requirements of IFRS 9/CPC 48 – Financial Instruments, to supersede IAS 39/CPC 38 – Financial Instruments: Recognition and Measurement, when accounting for hedge instruments designated for hedge accounting beginning on January 1, 2019.
The adoption impacts are detailed in the topics below:
(i)Fair ValueHedge:
The Company applies the fair value hedge accounting to hedge against the risk of changes in borrowing and financing interest rates, by contracting swaps. Interest rate swaps existing on January 1, 2019 qualify as fair value hedge accounting for purposes of IFRS 9/CPC 48. The Company’s risk management strategies and hedge documentation are aligned with the requirements of IFRS 9 for designation of transactions.
Changes in the fair value of derivatives designated and qualified as fair value hedge accounting continue to be recorded in profit or loss for the year, in financial income (expense), net, including the changes in the fair value of hedged asset or liability (hedged item) attributable to the hedged risk. There were no changes from the adoption of IFRS 9/CPC 48.
(ii)Cash Flow Hedge:
The Company applies the cash flow hedge accounting to hedge against the cash flow volatility attributable to a risk of foreign exchange fluctuation associated with a highly likely transaction that will affect profit or loss for the year, through currency purchase and sale options (zero-cost collar) related to payroll expenses incurred on transactions in Brazil and settled in Reais.
For instruments designated as cash flow hedge accounting, the Company started to account for changes in the fair value of the timing element of the options, previously recognized in financial income (expense) according to IAS 39/CPC 38, in other comprehensive income as hedge cost in the cash flow hedge line. Hedge costs are reclassified together with the intrinsic value of the options by adjusting the initial value of the hedge item (payroll).
On January 1, 2019, the amount of R$5,023 was reclassified from earnings reserve to the financial instrument reserve in valuation adjustments to equity in equity related to the time value of the options effective on the first-time adoption date. The Company did not reclassify the time value of outstanding options on January 1, 2018, because these transactions were settled or expired before the first-time adoption date of the new standard, pursuant to IFRS 9/CPC 48.7.2.1.
The Company’s risk management strategies and hedge documentation are aligned with the requirements of IFRS 9 for designation of transactions as cash flow hedge accounting.
17
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
The Interpretation IFRIC23/ICPC 22 clarifies how to apply the recognition and measurement requirements of IAS12/CPC 32 – Income Taxes when there are uncertainties over treatments applied in the calculation of the respective taxes (income tax and social contribution on net income).
The interpretation was effective as from January 1, 2019. In the opinion of the Company’s management, there were no significant impacts arising from this interpretation, as all procedures adopted for calculation and payment of income taxes are supported by the prevailing legislation and case law of Administrative and Judicial Courts.
We present below the concepts and practices related to the functional currency considering its impact on the financial statements.
a) Parent Company Functional Currency
A Company's functional currency is the currency of the primary economic environment in which it operates and should be the currency that best reflects its business and operations. Based on this analysis, management has concluded that the US Dollar ("US$" or "Dollar") is its functional currency, based on analysis of the following indicators:
· | Currency that most influences the prices of products and services. This is the currency in which the sales price of its products and services are expressed and settled; |
· | Currency of the country whose competitive forces and regulations most influence the Company's business; |
· | Currency that most influences the costs of providing goods or services, i.e., the currency in which the Company's costs are normally expressed and settled; |
· | Currency in which the Company largely obtains funds for financial operations and in which it normally receives for its sales and accumulates cash. |
b) Presentation Currency of the Condensed Interim Financial Statements
The presentation currency is the currency in which the financial statements are presented and normally is defined by the legal obligations of the Company. Following Brazilian legislation, this financial statement is presented in Brazilian Reais, converting the financial statements prepared in the functional currency of the Company to Reais, using the following criteria:
· Assets and liabilities by the exchange rate of the end of the period;
· Result accounts (Profit or Loss), other comprehensive income (loss), statements of cash flow and value added by the average monthly rate; and
· Equity by the historical amount of formation.
The resulting adjustment arising from the conversion above is recognized in a specific account denominated "currency translation adjustments", in Equity.
c) Translation of subsidiaries' financial statements
For the subsidiaries with a functional currency different from the US Dollar,the assets and liabilities accounts are converted to the Company's functional currency, by using the exchange rate at the end of the reporting period. The profit or loss accounts are converted by the average monthly exchange rate.The resulting conversion adjustments are recognized in the specific account denominated “currency translation adjustments”.
Below are presented the consolidated statements of financial position, statements of income and statements of cash flows in the Company's functional currency (US Dollars) and converted to the presentation currency (Brazilian Reais):
18
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
03.31.2019 | 12.31.2018 | ||||||
ASSETS | US$ | R$ | US$ | R$ | |||
CURRENT ASSETS | |||||||
Cash and cash equivalents | 580,357 | 2,261,478 | 1,280,851 | 4,963,041 | |||
Financial assets | 880,653 | 3,431,641 | 1,743,393 | 6,755,298 | |||
Trade accounts receivable | 203,268 | 792,074 | 318,023 | 1,232,276 | |||
Derivative financial instruments | 1,200 | 4,676 | 5,448 | 21,110 | |||
Customer and commercial financing | - | - | 1,239 | 4,800 | |||
Collateralized accounts receivable | 9,795 | 38,168 | 218,452 | 846,459 | |||
Contract assets | 424,218 | 1,653,050 | 357,976 | 1,387,086 | |||
Inventories | 1,427,295 | 5,561,740 | 2,507,042 | 9,714,286 | |||
Guarantee deposits | 90 | 351 | 339,859 | 1,316,884 | |||
Income tax and social contribution | 81,312 | 316,848 | 95,277 | 369,179 | |||
Other assets | 132,323 | 515,623 | 203,359 | 787,975 | |||
3,740,511 | 14,575,649 | 7,070,919 | 27,398,394 | ||||
Assets held for sale | 5,433,432 | 21,172,452 | - | - | |||
9,173,943 | 35,748,101 | 7,070,919 | 27,398,394 | ||||
NON-CURRENT ASSETS | |||||||
Financial assets | - | - | 183,472 | 710,918 | |||
Derivative financial instruments | 610 | 2,377 | 4,130 | 16,004 | |||
Customer and commercial financing | - | - | 10,548 | 40,872 | |||
Collateralized accounts receivable | 16,148 | 62,924 | 17,350 | 67,228 | |||
Guarantee deposits | 312 | 1,216 | 9,792 | 37,944 | |||
Deferred income tax and social contribution | 11,863 | 46,227 | 21,568 | 83,573 | |||
Other assets | 62,170 | 242,259 | 105,655 | 409,392 | |||
91,103 | 355,003 | 352,515 | 1,365,931 | ||||
Investments | 8,133 | 31,692 | 6,271 | 24,300 | |||
Property, plant and equipment | 911,772 | 3,552,902 | 1,964,664 | 7,612,678 | |||
Intangible assets | 50,172 | 195,505 | - | - | |||
Right of use | 950,499 | 3,703,809 | 1,898,799 | 7,357,465 | |||
Intangible assets | 2,011,679 | 7,838,911 | 4,222,249 | 16,360,374 | |||
|
|
|
| ||||
TOTAL ASSETS | 11,185,622 | 43,587,012 | 11,293,168 | 43,758,768 | |||
The accompanying notes are na integral part of these financial statements |
|
|
|
|
19
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
03.31.2019 | 12.31.2018 | ||||||
LIABILITIES | US$ | R$ | US$ | R$ | |||
CURRENT | |||||||
Trade accounts payable | 301,168 | 1,173,561 | 892,127 | 3,456,814 | |||
Lease liability | 6,629 | 25,831 | - | - | |||
Loans and financing | 36,364 | 141,700 | 179,286 | 694,699 | |||
Non-recourse and recourse debt | 9,795 | 38,168 | 324,022 | 1,255,520 | |||
Other payables | 136,224 | 530,825 | �� | 288,365 | 1,117,357 | ||
Contract liabilities | 616,732 | 2,403,220 | 1,045,361 | 4,050,567 | |||
Derivative financial instruments | 2,758 | 10,747 | 8,051 | 31,194 | |||
Taxes and payroll charges payable | 58,331 | 227,298 | 68,393 | 265,009 | |||
Income tax and social contribution | 20,001 | 77,938 | 48,002 | 185,999 | |||
Financial guarantee | - | - | 50,972 | 197,507 | |||
Dividends | 3,072 | 11,971 | 4,987 | 19,322 | |||
Unearned income | 972 | 3,788 | 2,014 | 7,802 | |||
Provisions | 100,126 | 390,161 | 116,913 | 453,015 | |||
1,292,172 | 5,035,208 | 3,028,493 | 11,734,805 | ||||
Liabilities held for sale | 5,432,186 | 21,167,593 | - | - | |||
6,724,358 | 26,202,801 | 3,028,493 | 11,734,805 | ||||
NON-CURRENT LIABILITIES | |||||||
Lease liability | 43,823 | 170,765 | - | - | |||
Loans and financing | 87,679 | 341,659 | 3,468,402 | 13,439,366 | |||
Non-recourse and recourse debt | 16,148 | 62,924 | 17,350 | 67,228 | |||
Other payables | 8,051 | 31,372 | 28,646 | 110,996 | |||
Contract liabilities | 25,249 | 98,388 | 198,202 | 767,991 | |||
Taxes and payroll charges payable | 58,438 | 227,715 | 58,230 | 225,628 | |||
Deferred income tax and social contribution | 217,285 | 846,695 | 254,017 | 984,266 | |||
Financial guarantee | - | - | 101,068 | 391,620 | |||
Unearned income | 20,318 | 79,173 | 73,158 | 283,474 | |||
Provisions | 92,473 | 360,340 | 125,529 | 486,400 | |||
569,464 | 2,219,031 | 4,324,602 | 16,756,969 | ||||
TOTAL LIABILITIES | 7,293,822 | 28,421,832 | 7,353,095 | 28,491,774 | |||
STOCKHOLDERS' EQUITY | |||||||
Capital | 1,551,567 | 5,159,617 | 1,551,567 | 5,159,617 | |||
Treasury shares | (28,568) | (80,350) | (31,411) | (87,020) | |||
Revenue reserves | 2,434,748 | 3,914,324 | 2,433,687 | 3,910,221 | |||
Share-based remuneration | 37,392 | 78,940 | 37,392 | 78,940 | |||
Accumulated other comprehensive income (loss) | (154,069) | 5,885,841 | (145,550) | 5,839,502 | |||
Retained losses | (43,886) | (161,883) | - | - | |||
3,797,184 | 14,796,489 | 3,845,685 | 14,901,260 | ||||
Noncontrolling interest | 94,616 | 368,691 | 94,388 | 365,734 | |||
TOTAL SHAREHOLDERS' EQUITY | 3,891,800 | 15,165,180 | 3,940,073 | 15,266,994 | |||
|
|
|
| ||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 11,185,622 | 43,587,012 | 11,293,168 | 43,758,768 |
20
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
03.31.2019 | 03.31.2018 | ||||||
|
|
| (Restated)* | ||||
US$ | R$ | US$ | R$ | ||||
CONTINUING OPERATIONS | |||||||
REVENUE | 397,997 | 1,512,124 | 429,945 | 1,385,746 | |||
Cost of sales and services | (322,942) | (1,225,147) | (379,683) | (1,235,656) | |||
GROSS PROFIT | 75,055 | 286,977 | 50,262 | 150,090 | |||
OPERATING INCOME (EXPENSE) | |||||||
Administrative | (29,899) | (112,899) | (32,568) | (105,656) | |||
Selling | (40,498) | (153,130) | (30,851) | (99,802) | |||
Research | (3,371) | (12,737) | (4,375) | (14,112) | |||
Other operating income, net | (26,177) | (99,278) | (19,113) | (62,052) | |||
Equity in income (losses) of associates | (16) | (60) | (144) | (467) | |||
OPERATING PROFIT BEFORE FINANCIAL INCOME (EXPENSE) | (24,906) | (91,127) | (36,789) | (131,999) | |||
Financial income (expense), net | 10,148 | 38,070 | 2,515 | 7,402 | |||
Foreign exchange gain (loss), net | 3,763 | 14,620 | (5,540) | (12,065) | |||
PROFIT (LOSS) BEFORE TAXES ON INCOME | (10,995) | (38,437) | (39,814) | (136,662) | |||
Income tax (expense) income | 8,349 | 27,948 | 21,128 | 71,166 | |||
LOSS OF THE CONTINUING OPERATIONS PERIOD | (2,646) | (10,489) | (18,686) | (65,496) | |||
Loss of the period of discontinued operation | (38,555) | (145,395) | (16,151) | (57,910) | |||
LOSS FOR THE PERIOD | (41,201) | (155,884) | (34,837) | (123,406) | |||
Atributable to : | |||||||
Owners of Embraer | (42,498) | (160,790) | (36,953) | (130,288) | |||
Noncontrolling interest | 1,297 | 4,906 | 2,116 | 6,882 |
21
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
CONSOLIDATED STATEMENTS OF CASH FLOWS
03.31.2019 | 03.31.2018 | |||||||
|
|
| (Restated)* | |||||
US$ | R$ | US$ | R$ | |||||
OPERATING ACTIVITIES |
| |||||||
Loss for the period, including discontinued operation | (41,201) | (155,884) | (34,837) | (123,406) | ||||
ADJUSTMENT TO LOSS FOR ITEMS NOT AFFECTING CASH | ||||||||
Depreciation of property plant and equipment | 31,249 | 117,693 | 42,873 | 139,131 | ||||
Realization of government grants | (693) | (2,605) | (803) | (2,604) | ||||
Amortization of intangible assets | 18,621 | 70,262 | 24,163 | 78,550 | ||||
Realization of contribution from suppliers | (3,697) | (13,991) | (3,974) | (12,935) | ||||
Loss (reversal) for inventory obsolescence | 431 | 2,036 | 1,360 | 4,639 | ||||
Provision for adjustment to market value, inventories, property plant and equipament and intagible | 11,787 | 44,453 | 10,343 | 33,825 | ||||
Provision (reversal) allowance for doubtful accounts | (828) | (3,486) | (3,653) | (12,141) | ||||
Losses on fixed assets disposal | 2,805 | 10,470 | 3,781 | 12,144 | ||||
Deferred income tax and social contribution | (19,315) | (69,111) | (23,455) | (78,482) | ||||
Accrued interest | 3,845 | 13,910 | 6,101 | 19,714 | ||||
Interest on marketable securities, net | (9,592) | (36,093) | (7,780) | (25,247) | ||||
Equity in associates gains and losses | 34 | 131 | 299 | 979 | ||||
Share-based remuneration | - | - | 61 | 198 | ||||
Foreign exchange gain (loss), net | (8,574) | (32,147) | 7,005 | 23,010 | ||||
Mark to market of the residual value guarantees | (8,171) | (31,430) | 2,326 | 7,632 | ||||
Other | (235) | (932) | (2,116) | (6,880) | ||||
CHANGES IN ASSETS | ||||||||
Financial investments | 215,007 | 810,772 | 629,489 | 2,037,431 | ||||
Derivative financial instruments | 1,028 | 4,391 | (662) | (1,480) | ||||
Collateralized accounts receivable and accounts receivable | 1,845 | 4,859 | 345,920 | 1,140,305 | ||||
Contract assets | (107,489) | (406,272) | (471,245) | (1,545,313) | ||||
Customer and commercial financing | 304 | 1,147 | 558 | 1,810 | ||||
Inventories | (459,941) | (1,721,263) | (309,913) | (1,000,979) | ||||
Other assets | 36,882 | 138,828 | (47,187) | (151,132) | ||||
CHANGES IN LIABILITIES | ||||||||
Trade accounts payable | (24,100) | (86,550) | 68,998 | 226,934 | ||||
Non-recourse and recourse debt | (5,606) | (20,938) | 3,026 | 9,800 | ||||
Other payables | (5,392) | (19,214) | 35,471 | 126,274 | ||||
Contribution from suppliers | - | - | 67,000 | 219,707 | ||||
Contract liabilities | 66,782 | 246,563 | 9,946 | 31,128 | ||||
Taxes and payroll charges payable | (22,548) | (83,930) | (30,588) | (98,849) | ||||
Financial guarantees | (4,593) | (17,358) | (7,467) | (24,276) | ||||
Other provisions | (8,724) | (32,882) | 16,064 | 52,757 | ||||
Unearned income | (2,345) | (8,819) | (16,704) | (55,218) | ||||
NET CASH GENERATED (USED) IN OPERATING ACTIVITIES | (342,424) | (1,277,390) | 314,400 | 1,027,026 | ||||
INVESTING ACTIVITIES | ||||||||
Acquisition of property, plant and equipment | (42,587) | (160,334) | (39,721) | (128,584) | ||||
Proceeds from sale of property, plant and equipment | 4 | 15 | - | - | ||||
Additions to intangible assets | (65,244) | (246,581) | (80,173) | (259,960) | ||||
Additions to investments in subsidiaries and affiliates | (1,931) | (7,205) | (1,049) | (3,369) | ||||
Financial investments | 15,555 | 51,394 | (141,337) | (451,938) | ||||
Restricted cash reserved for construction of assets | - | - | 46 | 79 | ||||
NET CASH USED IN INVESTING ACTIVITIES | (94,203) | (362,711) | (262,234) | (843,772) | ||||
FINANCING ACTIVITIES | ||||||||
Proceeds from borrowings | 162,452 | 609,422 | 46,682 | 151,935 | ||||
Repayment of borrowings | (234,672) | (888,709) | (66,198) | (215,299) | ||||
Dividends and interest on own capital | (1,952) | (7,304) | (18,198) | (58,468) | ||||
Proceeds from stock options exercised | 1,245 | 4,657 | 2,333 | 7,584 | ||||
Lease payments | (2,339) | (8,991) | - | - | ||||
NET CASH USED IN FINANCING ACTIVITIES | (75,266) | (290,925) | (35,381) | (114,248) | ||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (511,893) | (1,931,026) | 16,785 | 69,006 | ||||
Effects of exchange rate changes on cash and cash equivalents | 1,072 | (31,441) | (29) | 6,763 | ||||
Cash and cash equivalents at the beginning of the period | 1,280,851 | 4,963,041 | 1,270,773 | 4,203,719 | ||||
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 770,030 | 3,000,574 | 1,287,529 | 4,279,488 |
Preparation of the financial statements in conformity with CPCs and IFRS requires management to make estimates and adopt assumptions and judgments that affect the reported amounts of assets and liabilities,revenue and expense and their disclosure.Therefore, variables and assumptions derived from past experience and other factors deemed relevant were used in preparing the accompanying financial statements included in this report.These estimates and assumptions are reviewed on an ongoing basis and the changes to accounting estimates are recognizedprospectively.
22
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
The significant variables and assumptions used in the estimates, and the relevant sensitivity of those judgments applicable to them, are described below:
In the Defense & Security segment, a significant portion of revenue is derived from development agreementswhich control of products and services is transferred to the customer (Brazilian and foreign governments) over time based on the incurred cost method, using the ratio of accumulated costs incurred divided by total estimated costs to measure the percentage of completion.
During the course of the contract, the Company assesses the costs incurred and in case of need, the total estimated costs for completion are adjustedto reflectvariations in cost in relation to the projection, changes in circumstances and / or new events, such as contractual changes. Any increase or decrease of estimated revenues and costs for completion is cumulatively recognized in the statements of income for the reporting period in which the circumstances that gave rise to the revision were identified by management.
If the total costs of work in progress were 10% lower than Management's estimates, the revenue recognized on the quarter ended March31, 2019,would have increased byR$ 1,373,698,if they were 10% higher than Management's estimates,revenue would have decreased byR$ 1,674,243.
The annual impairment test considers the Company's medium and long-term strategic plan, brought to present value at an appropriate discount rate compatible with the market and that reflects the shareholders' expectations of return. In preparing or using this information, the Company uses estimates, as follows:
a) | Gross expected cash flow-the Management projected inflows and outflows based on past performance considering its business strategy and market development expectations.These projections also consider the efficiency gains planned for the product cycle.
|
b) | Growth rates - the growth rates were reflected in the revenue flow budgeted by the Company, consistent with the forecasts included in industry reports.
|
c) | Discount rates – an appropriate discount rate is used that reflects the expected return of investors at the time the calculation is made.This rate is also compared with the market to confirm its consistency. |
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Company uses its judgment to select a variety of methods, using assumptions based on market conditions at the end of each reporting period. The methods and calculations are the same as known valuation techniques normally used by the financial market.
Note 26.4 to the financial statements present the main valuation assumptions adopted, as well as the sensitivity analysis of financial instruments.
The Company is subject to income taxes in multiple jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Company also recognizes liabilities based on estimates of whether additional taxes will be due. When the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which the final amount is determined.
23
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
The carrying amount of the Parent Company financial statements are determined in the functional currency (dollar) while the income tax base on assets and liabilities is determined in the Brazilian currency (real). Therefore, fluctuations in the exchange rate can significantly affect the deferred income tax expense recognized in each period, mainly arising from the impact on non-monetary assets.
If the Real had a devaluation or valuation by 10% against the dollar in relation to the actual exchange rate on March 31, 2019, the deferred income tax expense related to certain non-monetary assets would have been higher or lower by R$ 627,019.
4 NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
A discontinued operation is the Company’s business component comprising operations and cash flows that can be clearly distinguished and that:
· Represents an important separate business line or geographic operating area;
· Is part of a coordinated individual plan for the sale of an important separate business line or geographic operating area; or
· Is a subsidiary exclusively acquired for resale;
The classification of an operation as discontinued for the Company is reached upon its disposal, or when the operation meets the criteria of standard IFRS 5/CPC 31 for classification of its assets and liabilities as held for sale, whichever the first.
An asset or group of assets and liabilities is held for sale when its carrying amount is expected to be recovered mainly through a sales transaction rather than through continuing use. This occurs if the asset is available for immediate sale “as is”, subject only to usual and customary terms for completion of the transaction, in which time the sale is defined as “highly probable” by the accounting standard.
4.1 Context of the operation between Embraer S.A. and The Boeing Company (“Boeing”)
The terms and conditions approved on December 17, 2018 define the creation of joint venture (“Boeing Brazil - Commercial”) contemplating assets from Embraer’s Commercial Aviation segment and related services (Services & Support segment) with 80% interest held by Boeing and 20% by Embraer, as well as the creation of joint venture to promote and develop new markets and uses for the KC-390 multi-mission aircraft, with 51% interest held by Embraer and 49% by Boeing.
As soon as the transaction is consummated, the commercial aviation joint venture will be guided by management based in Brazil, including a Chairman and CEO. Boeing will have operational and administrative control of the new company. Embraer shall retain the right of consent for approval of certain strategic decisions, such as the transfer of operations from Brazil.
On January 10, 2019 the Brazilian Federal Government informed that itwould not exercise the veto right on the strategic partnership between Embraer and The Boeing Co.,under the terms mentioned in item 1 (Operations). Thereafter, on January 11, 2019 the Company’s Board of Directors decided (i) to ratify the resolution of December 17, 2018 that approved the Transaction; (ii) to authorize the execution of the Master Transaction Agreement, which provides the terms and conditions for the consummation of the strategic partnership in connection with the commercial aviation, the Contribution Agreement, which provides the terms and conditions for the creation of a joint venture for the promotion and development of new markets and applications for the multi-mission airplane KC-390, as well as of the other agreements and documents necessary or convenient for the consummation of the Transaction; and (iii) to authorize, after the approval of the Transaction by Embraer’s shareholders, the executive officers to perform any act necessary for the consummation of the Transaction, including the transfer to the new company of the net equity comprised by assets, debts, properties, rights and obligations related to the commercial aviation business unit.
On January 24, 2019 Embraer and The Boeing Company entered into the Master Transaction Agreement and the Contribution Agreement and on February 26, 2019 the shareholders of the Company approved, with 96.8% of valid votes, the strategic partnership with The Boeing Company, as stated in the Management’s Proposal disclosed on January 24, 2019.
24
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
The Company's assets and liabilities related to the Commercial Aviation segment and related services were measured and are being presented in the condensed interim financial statements as assets and liabilities held for sale, and the respective results were presented as discontinued operation, beginning February 26, 2019, date of approval by shareholders at the EGM when the “highly probable” criteria was reached.
On March 31, 2019, the consummation of the Transaction continues to be subject to (i) the approval by Brazilian, the US and other applicable antitrust authorities; and (ii) the satisfaction of other usual conditions in transactions of this nature. If approvals occur within the expected time, the operation is expected to be completed by the end of 2019.
4.2 Assets and liabilities held for sale
Below are the asset and liability balances reclassified to assets and liabilities held for sale. The segregation of assets considered their use in the manufacturing of assets and services and administrative/operational support of the Commercial Aviation segment and related services, as well as the terms defined among the parties in the Master Transaction Agreement.
ASSETS HELD FOR SALE | 31.03.2019 | LIABILITIES HELD FOR SALE | 31.03.2019 | ||||||
Parent Company | Consolidated | Parent Company | Consolidated | ||||||
Cash and cash equivalents | - | 768,334 | Trade accounts payable | 1,916,471 | 2,216,474 | ||||
Financial investments | 1,879,131 | 3,215,938 | Lease liability | 117 | 21,332 | ||||
Trade accounts receivable, net | 176,167 | 472,544 | Loans and financing | 11,453,876 | 13,494,672 | ||||
Trade accounts receivable from subsidiaries | 746,723 | - | Non-recourse and recourse debt | - | 1,207,285 | ||||
Derivative financial instruments | 16,371 | 16,371 | Other payables | 325,503 | 642,323 | ||||
Customer and commercial financing | - | 44,746 | Other payables from subsidiaries | 523,646 | |||||
Collateralized accounts receivable | - | 717,892 | Contract liabilities | 2,475,471 | 2,542,033 | ||||
Contract assets | 6,904 | 103,719 | Derivative financial instruments | 10,731 | 10,731 | ||||
Inventories | 4,498,314 | 6,105,616 | Taxes and payroll charges payable | 47,350 | 61,761 | ||||
Guarantee deposits | 1,242,419 | 1,321,598 | Income tax and social contribution | - | 4,029 | ||||
Income tax and social contribution | - | 13,070 | Financial guarantee and residual value guarantee | 500,767 | 542,718 | ||||
Other assets | 322,644 | 395,274 | Unearned income | 9,502 | 198,122 | ||||
Deferred income tax and social contribution | - | 39,859 | Provisions | 593,145 | 154,071 | ||||
Investments | 3,343,131 | - | Deferred income tax and social contribution | - | 72,042 | ||||
Property, plant and equipment | 1,973,763 | 4,038,648 | |||||||
Intangible assets | 3,655,755 | 3,897,504 | |||||||
Right of use | 116 | 21,339 | |||||||
TOTAL | 17,861,438 | 21,172,452 | TOTAL | 17,856,579 | 21,167,593 |
The following main assumptions were considered in the segregation of the main balances above:
· | Allocation of net debt of US $ 2.4 billion (R $ 9.5 billion) in net assets to be contributed on March 31, 2019, in line with the allocation interval defined in the MTA, which establishes a maximum cash/debt ratio of US$ 3 billion negative. Net debt considers the sum of cash and cash equivalents and financial investments, reduced by the loans and financing position. |
· | Spare parts and production inventories were segregated by operating segment, except for the raw material position which was allocated according to the storage plant, in accordance with the MTA. |
· | Tangible and intangible assets were substantially allocated as assets acquired and developed for Commercial Aviation, and industrial/operating plants included in the agreement. |
· | Trade accounts payables allocated by the estimated consumption plan in the production of each program currently being produced by the Company, and for parts/repair parts, segregation was based on the consumption history of the last periods for each segment. |
· | Short-term employee obligations, including social charges, were segregated by the current estimate of personnel split at the end of the transaction between the Company and the joint venture. |
· | Liabilities related to contingency provisions are not transferred as agreed in the MTA and were excluded from the net assets. |
25
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
The depreciation and amortization of non-current assets held for sale, including property, plant and equipment, intangible assets and right of use, were ceased as from February 26, 2019 due to the expectation of realization of these assets by sale instead of continuous use as of this date.
In the initial measurement, there were no impairment losses recognized in the group of assets and liabilities held for sale, as required by IFRS 5/CPC 31.
The set of annual financial statements for the year ended December 31, 2018 includes in the accompanying notes the description of the nature and accounting practice previously adopted for the respective segregated assets and liabilities. Except for classification and measurement as held for sale and discontinued operation, there were no material changes in the nature of these assets and liabilities in the period.
4.3 Discontinued operation
The result from the discontinued operation is comprised of income and expenses that the Company will not consolidate after the completion of the Transaction with Boeing, including:
· | Net revenues from contracts with customers, costs of products and services sold and general expenses directly associated with the Commercial Aviation business and related services; |
· | General and administrative expenses with certain corporate areas that will be shared among Embraer’s and Boeing Brazil’s operations. The allocation considered the management’s current best estimate aiming at continuing with the Company’s transactions; and |
· | Financial expenses on borrowings and financing interest that comprise the liability group, including monetary and foreign exchange adjustments of financial assets and liabilities held for sale. |
· | Other operating income and expenses directly associated with discontinued operations. Corporate projects of the Company are fully maintained as a result of continuing operations. |
· | Expenses with income and social contribution taxes generated in Commercial Aviation operations, except for the results associated with the Parent Company, in which the deferred income tax benefit over tax loss remains fully presented as continuing operations considering the entity that will perform the future tax benefit. |
Parent Company | Consolidated | |||||||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |||||
DISCONTINUED OPERATION | ||||||||
REVENUE | 1,164,014 | 1,283,619 | 1,609,141 | 1,725,835 | ||||
Cost of sales and services | (856,505) | (981,724) | (1,274,079) | (1,400,018) | ||||
GROSS PROFIT | 307,509 | 301,895 | 335,062 | 325,817 | ||||
OPERATING INCOME (EXPENSE) | ||||||||
Administrative | (33,889) | (27,518) | (61,000) | (38,141) | ||||
Selling | (104,516) | (91,724) | (111,867) | (131,099) | ||||
Research | (19,554) | (15,720) | (22,518) | (17,493) | ||||
Other operating (expense) income, net | (94,769) | (59,294) | (102,190) | (34,180) | ||||
Equity in income (losses) of associates | (112,648) | (36,791) | (71) | (513) | ||||
OPERATING PROFIT (LOSS) BEFORE FINANCIAL EXPENSE | (57,867) | 70,848 | 37,416 | 104,391 | ||||
Financial expense, net | (102,822) | (144,892) | (193,416) | (169,335) | ||||
Foreign exchange gain, net | 15,294 | 16,134 | 19,624 | �� | 13,791 | |||
LOSS BEFORE TAXES ON INCOME | (145,395) | (57,910) | (136,376) | (51,153) | ||||
Income tax expense | - | - | (9,019) | (6,757) | ||||
NET LOSS OF DISCONTINUED OPERATION | (145,395) | (57,910) | (145,395) | (57,910) |
The comparative statements of income were restated to disclose the discontinued operation separately from continuing operations.
26
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
4.4 Cash flows
The Company’s cash flows attributable to assets and liabilities held for sale and results from the discontinued operation are as follows:
Parent Company | Consolidated | ||||||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | ||||
Net cash used by operating activities | (568,125) | (476,765) | (803,101) | (650,939) | |||
Net cash used by investing activities | (196,070) | (179,212) | (239,419) | (273,217) | |||
Net cash used by financing activities | (55,555) | (18,184) | (125,508) | (18,077) | |||
(819,750) | (674,161) | (1,168,028) | (942,233) |
| Parent Company |
| Consolidated | ||||
| 03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |||
| |||||||
Cash and banks | 238,977 | 11,605 | 549,796 | 485,567 | |||
| 238,977 | 11,605 | 549,796 | 485,567 | |||
| |||||||
Cash equivalents | |||||||
Private securities (i) | 756,722 | 1,105,453 | 956,096 | 1,366,340 | |||
Fixed deposits (ii) | 1,128 | 1,970,821 | 755,586 | 3,111,134 | |||
757,850 | 3,076,274 | 1,711,682 | 4,477,474 | ||||
| 996,827 | 3,087,879 | 2,261,478 | 4,963,041 |
(i) | Investment in Bank Deposit Certificates - CDBs by Brazilian financial institutions, available for redemption in up to 90 days without impacting the contracted remuneration;
|
(ii) | Fixed term deposits in US Dollarsissued by financial institutions, with original maturities of 90 days or lessfrom the date of hiring. |
Parent Company | |||||||||||||
03.31.2019 | 12.31.2018 | ||||||||||||
Fair value through other comprehensive income |
| Fair value through profit or loss | Total | Amortised cost |
| Fair value through other comprehensive income |
| Fair value through profit or loss | Total | ||||
Financial instruments |
|
|
|
|
|
|
|
|
| ||||
Private securities (i) | 38,620 |
| - |
| 38,620 | - |
| 195,423 |
| - | 195,423 | ||
Structured notes (ii) | - |
| 3,063,742 |
| 3,063,742 | 189,278 |
| - |
| 4,743,690 | 4,932,968 | ||
Fixed-term deposit (iii) | - |
| - |
| - | - |
| 731,100 |
| - | 731,100 | ||
Other | - |
| 759 |
| 759 | - |
| - |
| 759 | 759 | ||
| 38,620 | 3,064,501 | 3,103,121 | 189,278 | 926,523 | 4,744,449 | 5,860,250 | ||||||
Current portion | 38,620 |
| 3,064,501 |
| 3,103,121 | 4,277 |
| 926,523 |
| 4,276,381 | 5,207,181 | ||
Non-current assets | - |
| - |
| - | 185,001 |
| - |
| 468,068 | 653,069 |
27
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
03.31.2019 | 12.31.2018 | ||||||||||||
Fair value through other comprehensive income |
| Fair value through profit or loss |
| Total |
| Amortised cost |
| Fair value through other comprehensive income |
| Fair value through profit or loss |
| Total | |
|
|
|
|
| |||||||||
Financial instruments | |||||||||||||
Private securities (i) | 38,620 | - |
| 38,620 |
| - | 195,423 | - |
| 195,423 | |||
Structured notes (ii) | - | 3,063,742 |
| 3,063,742 |
| 189,278 | - | 5,068,051 |
| 5,257,329 | |||
Investment funds | - | - |
| - |
| - | - | 9,458 |
| 9,458 | |||
Fixed-term deposit (iii) | 85,876 | - |
| 85,876 |
| - | 1,771,909 | - |
| 1,771,909 | |||
Other | - | 243,404 |
| 243,404 |
| - | - | 232,097 |
| 232,097 | |||
| 124,495 | 3,307,146 | 3,431,641 | 189,278 | 1,967,332 | 5,309,606 | 7,466,216 | ||||||
| |||||||||||||
Current portion | 124,495 | 3,307,146 | 3,431,641 | 4,277 | 1,967,332.00 | 4,783,689.0 | 6,755,298 | ||||||
Non-current | - | - | - | 185,001 | - | 525,917 | 710,918 |
(i) | Private securities, being: investments in Financial Treasury Bills, investments in Bank Deposit Certificates and investments in Committed Transactions, issued by Brazilian financial institutions, with original maturities greater than 90 days.
|
(ii) | Structured notes, in the amount of R$ 2,926,420 as of March 31, 2019 (R$ 4,276,564 as of December 31, 2018), with the credit risk of the issuing financial institution and the Brazilian government.
|
(iii) | Fixed term deposits in US Dollars issued by financial institutions, with original maturities of 90 days or less from the date of hiring.
|
(iv) | Shares from Republic Airways Holdings, arising from the request for the judicial reorganization of the former entity Republic Airways and received by the Company as part of the restructuring plan. |
The Company maintains financial investments in structured notes associated with its own credit risk in the amount of R$ 320,449 as of March 31, 2019 (R$ 322,453 as of December 31, 2018), which were reclassified to the group of assets held for sale (Note 4). In 2004, seeking to ensure profitability compatible with the guarantee period, the Company invested US$ 123,400 of principal for 15 years in structured notes. Originally these notes had been considered as restricted cash in the line of financial guarantee, however, at the end of 2016 and beginning of 2017, due to the negotiation between the parties, the guarantees were released, and the notes were reclassified to investment.
The increase in profitability was obtained through a Credit default swap - CDS, a transaction which provides the right for early redemption of the note in case of a default event of the Company. After a default event, the note may be redeemed by the holder by the market value or original face value, which would result in a loss to the Company of all interest accrued so far.
Default events that may anticipate the maturity of the notes are, among others: (a) theinsolvency or judicial recovery of the Company; and (b) delinquency or restructuring of the Company's debts in financing agreements.
In case of default, the maturity dates of these notes will be accelerated and the notes will be realized at market value, limited to a minimum of the initial investment. Any amount for which the market value exceeds the amount invested will be paid to the Company in the form of securities or loans of that amount.
The weighted average nominal interest rates on March31, 2019,related to cash equivalents and financial investments made in Reais were6.43% p.a.,equivalent to100.40%of the CDI and in Dollars, and2.98% p.a. (6.56%p.a., equivalent to101.26%of the CDI and in Dollars,2.40%p.a. in December 31,2018).
28
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Foreign customers | 226,144 | 385,434 | 735,594 | 1,261,910 | |||
Brazilian Air Force | 12,917 | 14,008 | 67,388 | 84,277 | |||
Domestic customers | 30,686 | 49,012 | 44,354 | 60,380 | |||
269,747 | 448,454 | 847,336 | 1,406,567 | ||||
Provision for doubtful accounts | (3,548) | (19,842) | (55,262) | (174,291) | |||
266,199 | 428,612 | 792,074 | 1,232,276 |
The amounts and maturities of these trade accounts receivable are presented below:
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Current | 172,319 | 340,689 | 533,443 | 840,756 | |||
Up to 90 days | 43,743 | 45,139 | 138,777 | 203,680 | |||
From 91 to 180 days | 7,236 | 14,456 | 36,913 | 52,698 | |||
More than 180 days | 46,449 | 48,170 | 138,203 | 309,433 | |||
269,747 | 448,454 | 847,336 | 1,406,567 |
The provision for expected credit losses is as follows:
Parenty Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Beginning balance | (19,842) | (23,969) | (174,291) | (175,040) | |||
Additions | (2,139) | 3,727 | (9,328) | 16,429 | |||
Disposals | 4,024 | 2,059 | 12,449 | 13,877 | |||
Foreign exchange variation | 4,191 | (1,659) | (13,999) | (29,557) | |||
Discontinued operation | 10,218 | - | 129,907 | - | |||
Ending balance | (3,548) | (19,842) | (55,262) | (174,291) |
Derivative financial instruments are contracted to protect the Company’s operations from exchange and interest rate fluctuations and are not used for speculation.
As of March 31, 2019, the Company had the following operations:
· | Non-deliverable forward (NDF), with the purpose of protecting the Company against the risks of exchange rate fluctuations. The fair value is determined by the observable market pricing model.
|
· | Swap operations, with the main objective of changing the debts index, from floating rates to fixed interest rates or vice versa, exchange of Dollar to Real or Euro and vice versa. The fair values of these instruments are measured by the future flow, determined by applying contractual interest rates to maturity, and discounted to present value at the date of the financial statements by the prevailing market rates.
|
· | Purchase of sell and by currency options, in order to protect cash flows for the parent company's wage costs denominated in Reais, against the risk of currency fluctuations. The financial instrument used by the Company is a zero-cost collar, which consists of the purchasing of a put option and the sale of a call option, contracted with the same counterparty and with a zero-net premium. The fair value of this instrument is determined by the observable market pricing model (through market information providers) and widely used by market participants to measure similar instruments. |
29
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
|
|
|
|
|
|
|
| Parent company |
| Consolidated | ||||
Purpose | Risk |
| Counterparty |
| Settlement date | 03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |||||
|
|
|
|
|
|
| ||||||||
Derivative designated as hedge accounting |
|
|
|
|
|
| (3,768) | 5,491 | (3,768) | 5,491 | ||||
|
|
|
|
|
|
| ||||||||
Brazilian real expenses (i) | Exchange rate | Citibank | 2019 |
| (2,362) | (7,069) | (2,362) | (7,069) | ||||||
|
|
|
| Santander |
| 2019 |
| (1,526) | (4,667) | (1,526) | (4,667) | |||
|
|
|
| BNP Paribas | 2019 | (1,480) | (4,744) | (1,480) | (4,744) | |||||
|
|
|
| Bradesco | 2019 | (2,595) | (7,403) | (2,595) | (7,403) | |||||
|
|
|
| Itau BBA | 2019 | (1,594) | (4,745) | (1,594) | (4,745) | |||||
|
|
|
|
|
|
|
| |||||||
|
|
|
| Santander |
| 2019 |
| 437 | 3,335 | 437 | 3,335 | |||
|
|
|
|
|
|
|
| |||||||
Project developmento (ii) |
| Interest rate |
| Itau BBA |
| 2023 |
| 1,083 | 1,105 | 1,083 | 1,105 | |||
|
|
|
| Votorantim |
| 2020 |
| 140 | 1,131 | 140 | 1,131 | |||
|
|
|
| BofaMLynch |
| 2023 |
| 658 | 1,899 | 658 | 1,899 | |||
|
|
|
| Santander |
| 2023 |
| 2,170 | 7,007 | 2,170 | 7,007 | |||
|
|
|
| HSBC |
| 2022 |
| - | 1,102 | - | 1,102 | |||
|
|
|
| Société Générale |
| 2022 |
| - | 597 | - | 597 | |||
|
|
|
| Safra |
| 2022 |
| - | 550 | - | 550 | |||
|
|
|
| Morgan Stanley S/A |
| 2022 |
| 1,301 | 6,989 | 1,301 | 6,989 | |||
|
|
|
| Bradesco |
| 2022 |
| - | 1,548 | - | 1,548 | |||
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
| |||||||
Export (iii) |
|
|
| Itau BBA |
| 2027 |
| - | 8,856 | - | 8,856 | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others derivatives |
|
|
|
|
|
| - | - | 74 | 429 | ||||
Recourse and non-recourse debt (iv) | Interest rate |
| Natixis |
| 2022 |
| - | - | 1,095 | 1,063 | ||||
|
|
|
|
|
|
| ||||||||
Acquisition of property, plant and equipment (v) | Interest rate | Compass Bank |
| 2024 |
| - | - | (505) | (443) | |||||
|
|
|
|
|
|
| ||||||||
Export (vi) | Exchange rate | Santander Totta |
| 2019 |
| - | - | (516) | (191) | |||||
|
|
|
|
|
| (3,768) | 5,491 | (3,694) | 5,920 | |||||
|
|
|
|
|
|
|
| |||||||
- | - | - | - | |||||||||||
Parent company |
| Consolidated | ||||||||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |||||||||||
| Assets | |||||||||||||
Current portion | 3,768 | 20,216 | 4,676 | 21,110 | ||||||||||
Non-current | 2,190 | 15,802 | 2,377 | 16,004 | ||||||||||
|
|
| ||||||||||||
| Liabilities |
| ||||||||||||
Current portion | (9,726) | (30,527) | (10,747) | (31,194) | ||||||||||
| Net derivative financial instruments | (3,768) | 5,491 | (3,694) | 5,920 |
(i) | Zero-cost collar derivative financial instruments, designated as cash flow hedge accounting amounting toUS$ 107,969,equivalent toR$ 370,575,with purchase of PUT at the weighted average exercise price ofR$ 3.43and sale of CALL at the weighted average exercise price ofR$ 4.10 for 2019. |
(ii) | Derivative financial instruments (interest swaps), designated as fair value hedge accounting, amounting to R$ 251,893, equivalent to US$ 64,642, of the Export Financing and Project Development lines subject to a weighted average fixed interest rate of 4.10 % p.a. for a floating weighted average rate equivalent to 34.55% of the CDI. |
(iii) | Derivative financial instruments (interest swaps), which converted the amount of US$ 7,249 equivalent to R$ 28,249 of the obligations with and without right of return, from a fixed weighted average interest rate of 8.4 % p.a. for a floating interest rate equivalent to LIBOR 6 months + 1.15% p.a. |
(iv) | Derivative financial instruments (interest swaps), related to an operation amounting to US$ 3,128, equivalent to R$ 12,190 which converted financing operations subject to a floating interest rate of LIBOR 1 month + 2.44% p.a. for the fixed interest of 5.23% p.a. |
(v) | Derivative financial instruments (Non-Deliverable Forwards), amounting to US$ 9,000, equivalent to R$ 35,070 relating to U.S. dollar to Euro currency exchanges. |
On March 31, 2019, the amount of loans and financing measured at amortized cost amounted to R$ 477,913, considering the mark-to-market effect of the risk hedged by the hedge structured R$ 483,358 (On December 31, 2018, R$ 14,110,170 and R$ 14,134,065, respectively).
The effectiveness ratio measured at the fair value and cash flow hedge ratio on the initial date was 1:1 and 1:1, respectively. Considering the changes in the discounted cash value of the instruments not yet settled since January 1 and the amount of the hedged item, the effectiveness ratio was 1:1.0056 and 1:1.1521 (1:1.0008 and 1:1.0303 on December 31, 2018).
On March 31, 2019, and December 31, 2018, the fair value of derivative financial instruments was recognized in the statement of financial position as follows:
30
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
Parent company | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Assets | ||||
Current portion | 3,768 | 20,216 | 4,676 | 21,110 |
Non-current | 2,190 | 15,802 | 2,377 | 16,004 |
Liabilities | ||||
Current portion | (9,726) | (30,527) | (10,747) | (31,194) |
Net derivative financial instruments | (3,768) | 5,491 | (3,694) | 5,920 |
Consolidated | |||
03.31.2019 | 12.31.2018 | ||
Estimated residual value of leased assets | - | 835,449 | |
Minimum lease payments receivable | - | 475,229 | |
Guaranteed operation (cash inflow) | 101,092 | 104,802 | |
Impairment (i) | - | (501,793) | |
Net amount | 101,092 | 913,687 | |
Current portion | 38,168 | 846,459 | |
Non-current portion | 62,924 | 67,228 |
(i) | Refers to structured transactions in which the value to be received comprises financial inflows receivable over time and aircraft residual values in specified return conditions to be received at the end of the contract. These transactions, together with the balances related to recourse debt (Note 9.2), refer mainly to the Commercial Aviation unit and comprise the group of assets and liabilities held for sale in the statement of financial position on March 31, 2019. See Note 4. |
On March 31, 2019, the maturities of the amounts classified as non-current assets are as follows:
Consolidated | |
2020 | 9,773 |
2021 | 15,340 |
2022 | 15,424 |
2023 | 10,039 |
After 2022 | 12,348 |
62,924 |
Consolidated | |||
03.31.2019 | 12.31.2018 | ||
With right of recourse | 60,655 | 1,280,828 | |
Without right of recourse | 40,437 | 41,920 | |
101,092 | 1,322,748 | ||
Current portion | 38,168 | 1,255,520 | |
Non-current portion | 62,924 | 67,228 |
The recourse and non-recourse debt related with the receivables of structured operations of Commercial Aviation segment reclassified as assets held for sale (Note 9.1) were also allocated as liabilities held for sale in the statement of financial position on March 31, 2019 (Note 4).
On March 31, 2019, the maturities of the amounts classified as non-current assets are as follows:
31
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | |
Consolidated | |
2020 | 9,773 |
2021 | 15,340 |
2022 | 15,424 |
2023 | 10,039 |
After 2022 | 12,348 |
62,924 |
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Sales financing guarantees (i) | - | 1,217,947 | - | 1,217,947 | |||
Sales structure guarantees (ii) | - | - | - | 98,137 | |||
Others | - | 35,876 | 1,567 | 38,744 | |||
- | 1,253,823 | 1,567 | 1,354,828 | ||||
Current | - | 1,217,947 | 351 | 1,316,884 | |||
Non-current | - | 35,876 | 1,216 | 37,944 |
(i) | Financial investments denominated in US dollars, tied to sale financing structures until the completion of such structures and settlement of an obligation with and without right of return in the same amount. |
(ii) | US dollar amounts deposited in an escrow account as collateral for the financing of certain aircraft sold where Embraer serves as secondary guarantor. If the initial guarantor of the debt (unrelated party) is required to pay the lender, the initial guarantor will be entitled to the amount in the escrow account in proportion to their guarantee. The amount is returned in the form of cash to the Company at maturity of the financing contracts if theaircraft purchaser does not default on the loan. The interest on the escrow account is added to the principal and recognized by the Company as financial income. |
Guarantee deposits linked to structures of sales and to secure aircraft financing refer mainly to the Commercial Aviation Unit and comprise the group of assets held for sale in the statement of financial position on March 31, 2019. See Note 4.
On March 31, 2019, the guarantor to whom the guarantees are linked was in compliance.
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Work-in-process | 1,508,970 | 2,809,992 | 2,354,893 | 3,454,811 | |||
Raw materials | 987,754 | 2,357,258 | 1,586,892 | 3,478,005 | |||
Finished goods (i) | 53,364 | 2,939 | 681,813 | 567,275 | |||
Spare parts | 340,444 | 491,108 | 547,195 | 1,643,897 | |||
Held by third parties | 141,400 | 351,948 | 187,721 | 421,088 | |||
Aircraft available for sales (ii) | - | - | 180,558 | 178,391 | |||
Inventory in transit | 116,922 | 410,012 | 153,692 | 353,036 | |||
Advances to suppliers | 14,800 | 24,743 | 143,758 | 121,762 | |||
Consumption materials | 117,942 | 157,276 | 117,942 | 187,063 | |||
Provision for adjustment to market value (iii) | - | - | (29,630) | (29,723) | |||
Provision for obsolescence (iv) | (255,766) | (426,941) | (363,094) | (661,319) | |||
3,025,830 | 6,178,335 | 5,561,740 | 9,714,286 |
(i) The following aircraft were held as finished products inventory:
· | On March 31, 2019: two Legacy 450, six Legacy 500, three Phenom 100, three Phenom 300, one Lineage and one Ipanema. The inventories of finished goods reclassified to assets held for sale (Note 4) include four EMBRAER 175 and one EMBRAER 195; and |
32
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
· | On December 31, 2018: two Legacy 450, four Legacy 500, one Phenom 100, three Phenom 300, one Lineage, two Ipanemas; |
Of total aircraft held in inventory on March 31, 2019, four EMBRAER 175, one EMBRAER 195, two Legacy 500, were delivered up to May 28, 2019.
(ii) The following used aircraft were held in inventory as available for sale:
· | On March 31, 2019:, one Legacy 450, one Lineage 1000, one Phenom 300. The inventories of aircraft available for sale reclassified to assets held for sale (Note 4) include three EMBRAER 135 and 14 EMBRAER 14; and
|
· | On December 31, 2018: one Legacy 450, one Lineage, one Phenom 300. |
(iii) Below are the changes in the adjustment to realizable value of used aircraft:
Consolidated | |||
03.31.2019 | 12.31.2018 | ||
Beginning balance | (29,723) | (56,969) | |
Additions | (3,647) | (32,612) | |
Disposals | - | 66,421 | |
Foreign exchange loss | (215) | (6,563) | |
Discontinued operation | 3,955 | - | |
Ending balance | (29,630) | (29,723) |
(iv) An expected loss for obsolescence was recorded for items without activity for over two years and with no planned use in the production program, as well as to cover expected losses from excess inventories or obsolete work in process, except for inventories of spare parts, for which the provision is based on technical obsolescence of items without activity for over two years. Below are the expected changes by obsolescence:
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Beginning balance | (426,941) | (303,770) | (661,319) | (506,319) | |||
Additions | (36,962) | (146,323) | (38,791) | (221,464) | |||
Disposals | 32,556 | 77,612 | 36,755 | 152,397 | |||
Foreign exchange loss | (2,344) | (54,460) | (1,941) | (85,933) | |||
Discontinued operation | 177,925 | - | 302,202 | - | |||
Ending balance | (255,766) | (426,941) | (363,094) | (661,319) |
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
Taxes recoverable (i) | 333,671 | 385,741 | 407,969 | 512,391 | |||
Court-mandated escrow deposits (ii) | 139,295 | 158,854 | 143,204 | 166,576 | |||
Prepaid expenses | 57,800 | 75,417 | 77,201 | 94,089 | |||
Other debtors (iii) | 28,271 | 218,869 | 55,111 | 238,877 | |||
Advances to employees | 30,063 | 27,554 | 38,133 | 32,927 | |||
Advances for services rendered | - | - | 6,028 | 12,348 | |||
Loan with a joint operation | - | - | - | 89,979 | |||
Loans with subsidiaries | - | 115,608 | - | - | |||
Other | 38,244 | 45,065 | 30,236 | 50,180 | |||
627,344 | 1,027,108 | 757,882 | 1,197,367 | ||||
Current portion | 415,176 | 686,575 | 515,623 | 787,975 | |||
Non-current portion | 212,168 | 340,533 | 242,259 | 409,392 |
33
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
(i) Taxes recoverable:
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
ICMS (State value-added tax) and IPI (Excise tax) | 215,406 | 247,683 | 254,899 | 331,337 | |||
PIS (Social Integration Program) and COFINS (Contribution for Social Security) | 66,637 | 73,881 | 87,037 | 94,921 | |||
Income tax and social contribution | 29,857 | 29,694 | 30,648 | 29,694 | |||
Income tax recoverable | 18,564 | 18,939 | 21,467 | 22,787 | |||
Others | 3,207 | 15,544 | 13,918 | 33,652 | |||
333,671 | 385,741 | 407,969 | 512,391 | ||||
Current portion | 190,912 | 280,039 | 313,973 | 363,053 | |||
Non-current portion | 142,759 | 105,702 | 93,996 | 149,338 |
(ii) | Court-mandated escrow deposits relate to amounts deposited in connection with pending legal actions, substantially federal taxes and contributions where liability has been established, as described in Note22. |
(iii) | Refers to rework carried out on products supplied by third parties, to be reimbursed in accordance with contractual agreements and credits negotiated with certain suppliers that will be consumed over timeand other receivables from suppliers. |
Parent Company | Consolidated | ||||||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | ||||
In subsidiaries | |||||||
ELEB Equipamentos Ltda – ELEB | - | 469,776 | - | - | |||
Embraer Aircraft Holding Inc. – EAH | 1,886,741 | 2,464,511 | - | - | |||
Embraer Aviation Europe SAS – EAE | 794,179 | 961,634 | - | - | |||
Embraer Defesa e Segurança Part. S.A. – DSP | 307,649 | 310,320 | - | - | |||
Embraer GPX Ltda – GPX | 47,737 | 46,869 | - | - | |||
Embraer Netherlands B.V. – ENL | 1,542,883 | 1,969,023 | - | - | |||
Embraer Netherlands Finance B.V. – ENF | - | 49,390 | - | - | |||
Embraer Overseas Limited – EOS | - | 52,591 | - | - | |||
Embraer Spain Holding Co. S.L. – ESH | 14,991 | 1,553,811 | - | - | |||
Fundo de Investimento Embraer Venture | 15,780 | 9,161 | - | - | |||
Outros | 24,541 | 24,541 | 31,692 | 24,300 | |||
4,634,501 | 7,911,627 | 31,692 | 24,300 | ||||
|
| Equity in income (losses) |
| Cummulative translation adjustment |
| Loss provision investments |
|
|
| Discontinued operation |
| |
Balance at | Addition | |||||||||||
12.31.2018 | Balance at | |||||||||||
| 03.31.2019 | |||||||||||
ELEB Equipamentos Ltda – ELEB | 469,776 | (5,187) | 2,596 | - | - | (467,185) | - | |||||
Embraer Aircraft Holding Inc. – EAH | 2,464,511 | 17,061 | 14,235 | - | - | (609,066) | 1,886,741 | |||||
Embraer Aviation Europe SAS – EAE | 961,634 | 26,956 | (12,263) | - | - | (182,147) | 794,180 | |||||
Embraer Defesa e Segurança Part. S.A. – DSP | 310,320 | (5,325) | 908 | - | 1,746 | - | 307,649 | |||||
Embraer GPX Ltda – GPX | 46,869 | 868 | - | - | - | - | 47,737 | |||||
Embraer Netherlands B.V. – ENL | 1,969,023 | 49,333 | 4,970 | - | - | (480,443) | 1,542,883 | |||||
Embraer Netherlands Finance B.V. – ENF | 49,390 | 3,278 | 388 | - | - | (53,056) | - | |||||
Embraer Overseas Limited – EOS | 52,591 | (2,085) | 258 | - | - | (50,764) | - | |||||
Embraer Spain Holding Co. S.L. – ESH | 1,553,811 | (45,427) | 7,077 | - | - | (1,500,471) | 14,990 | |||||
Entidades de propósito específico – EPE´s | - | (75,092) | - | 75,092 | - | - | - | |||||
Fundo de Investimento Embraer Venture | 9,161 | (901) | 22 | - | 7,498 | - | 15,780 | |||||
Other | 24,541 | - | - | - | - | - | 24,541 | |||||
7,911,627 | (36,521) | 18,191 | 75,092 | 9,244 | (3,343,132) | 4,634,501 |
34
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
|
| Equity in income (losses) |
| Cummulative translation adjustment |
| Loss provision investments |
| Addition |
|
| |
Balance at | Balance at | ||||||||||
12.31.2017 | 12.31.2018 | ||||||||||
|
| ||||||||||
ELEB Equipamentos Ltda – ELEB | 420,004 | (26,660) | 73,704 | - | 2,728 | 469,776 | |||||
Embraer Aircraft Holding Inc. – EAH | 1,851,422 | 288,737 | 324,352 | - | - | 2,464,511 | |||||
Embraer Australia PTY Ltd. – EAL | 1,362 | - | 14 | - | - | - | |||||
Embraer Aviation Europe SAS – EAE | 780,103 | 88,025 | 93,506 | - | - | 961,634 | |||||
Embraer Defesa e Segurança Part. S.A. – DSP | 314,502 | 145,573 | (23,507) | - | - | 310,320 | |||||
Embraer GPX Ltda – GPX | 56,825 | (9,948) | (8) | - | - | 46,869 | |||||
Embraer Netherlands Finance B.V. – ENF | 27,551 | 16,372 | 5,467 | - | - | 49,390 | |||||
Embraer Netherlands B.V. – ENL | 1,615,880 | 90,917 | 262,226 | - | - | 1,969,023 | |||||
Embraer Overseas Limited – EOS | 46,829 | (2,695) | 8,457 | - | - | 52,591 | |||||
Embraer Spain Holding Co. S.L. – ESH | 1,325,157 | 732 | 227,922 | - | - | 1,553,811 | |||||
Entidades de propósito específico – EPE´s | - | (128,781) | - | 128,781 | - | - | |||||
Fundo de Investimento Embraer Venture | - | (531) | (100) | - | 9,845 | 9,161 | |||||
Indústria Aeronáutica Neiva Ltda – NEIVA | 9,249 | 191 | 411 | - | - | - | |||||
Other | 18,372 | (1,580) | (97) | - | 8,141 | 24,541 | |||||
6,467,256 | 460,352 | 972,347 | 128,781 | 20,714 | 7,911,627 |
03.31.2019 | |||||
Total assets | Total liabilities | Net income | |||
Holding | Stockholder´s | (loss) | |||
% | equity | for the period | |||
ELEB Equipamentos Ltda – ELEB | 100.00 | 758,332 | 280,772 | 477,560 | (6,577) |
Embraer Aircraft Holding Inc. – EAH | 100.00 | 2,539,010 | 20,609 | 2,518,401 | 17,872 |
Embraer Aviation Europe SAS – EAE | 100.00 | 1,014,234 | 31,969 | 982,265 | 26,996 |
Embraer Defesa e Segurança Part. S.A. – DSP | 100.00 | 279,663 | 41,504 | 238,159 | (5,325) |
Embraer GPX Ltda – GPX | 99.99 | 49,652 | 1,915 | 47,737 | 868 |
Embraer Netherlands B.V. – ENL | 100.00 | 2,634,045 | 610,719 | 2,023,326 | 49,325 |
Embraer Netherlands Finance B.V. – ENF | 100.00 | 7,317,203 | 7,264,147 | 53,056 | 3,278 |
Embraer Overseas Limited – EOS | 100.00 | 2,689,872 | 2,639,108 | 50,764 | (2,085) |
Embraer Spain Holding Co. S.L. – ESH | 100.00 | 1,515,580 | 118 | 1,515,462 | (45,427) |
Entidades de propósito específico – EPE´s | 100.00 | 844,850 | 1,332,689 | (487,839) | (75,092) |
Fundo de Investimento Embraer Venture | 100.00 | 40,362 | 40 | 40,322 | (901) |
(37,068) |
12.31.2018 | |||||
Total assets | Total liabilities | Net income | |||
Holding | Stockholder´s | (loss) | |||
% | equity | for the period | |||
ELEB Equipamentos Ltda – ELEB | 100.00 | 757,615 | 276,099 | 481,516 | (24,073) |
Embraer Aircraft Holding Inc. – EAH | 100.00 | 3,579,256 | 1,093,104 | 2,486,152 | 286,217 |
Embraer Aviation Europe SAS – EAE | 100.00 | 991,196 | 23,707 | 967,489 | 90,729 |
Embraer Defesa e Segurança Part. S.A. – DSP | 100.00 | 279,109 | 36,015 | 243,094 | 145,573 |
Embraer GPX Ltda – GPX | 99.99 | 49,310 | 2,441 | 46,869 | (9,948) |
Embraer Netherlands B.V. – ENL | 100.00 | 2,577,067 | 608,035 | 1,969,032 | 90,822 |
Embraer Netherlands Finance B.V. – ENF | 100.00 | 7,267,169 | 7,217,779 | 49,390 | 16,372 |
Embraer Overseas Limited – EOS | 100.00 | 2,690,240 | 2,637,649 | 52,591 | (2,695) |
Embraer Spain Holding Co. S.L. – ESH | 100.00 | 1,553,920 | 110 | 1,553,810 | 732 |
Entidades de propósito específico – EPE´s | 100.00 | 933,327 | 1,341,548 | (408,221) | (128,781) |
Indústria Aeronáutica Neiva Ltda – NEIVA | 99.99 | - | - | - | (12) |
Fundo de Investimento Embraer Venture | 100.00 | 33,743 | 40 | 33,703 | (531) |
464,405 |
The equity method of accounting excluded unrealized profit on the sales operations between the subsidiaries and the Parent Company.
(i) Wholly-owned subsidiaries and special purpose entities
Wholly-owned subsidiaries and special purpose entities (SPEs) controlled directly or indirectly by the Company and jointly controlled entities are described in the Notes2.1.2 and 2.1.3and are consolidated into the Embraer group.
35
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
There are no contractual or legal restrictions on the Parent Company's access to assets or settlement of liabilities of the wholly owned subsidiaries of the group.
There are inherent risks to the operations of these entities, the most significant of which are described below:
· Economic Risks: potential losses from fluctuations in market conditions (price of products, exchange rate, and interest);
· Operational risk: potential losses resulting from the emergence of new technologies or the failure of current processes;
· Credit risk: potential losses that might occur if a third party (customer) becomes unable to meet its obligations; and
· Liquidity risk: financial inability to meet financial obligations.
(ii) Subsidiaries with the participation of non-controlling shareholders
Non-controlling shareholders have interests in the group entities listed below; however, based on contractual agreements and analysis of the current accounting standards, the Company has control and therefore has the right to consolidate these entities:
Participation | Participation | ||
Entity | Country | Embraer Group | noncontrolling |
OGMA - Indústria Aeronática de Portugal S.A. | Portugal | 65,0% | 35,0% |
Embraer CAE Training Services Ltd. | United Kingdom | 51,0% | 49,0% |
Visiona Tecnologia Espacial S.A. | Brazil | 51,0% | 49,0% |
Embraer CAE Training Services | United States of America | 51,0% | 49,0% |
Although the Embraer group holds 51.0% of the entities Embraer CAE Training Services Ltd., Visiona Tecnologia Espacial S.A., and Embraer CAE Training Services,the powers enumerated in the contractual agreements show that the Board of Directors is mainly comprised of Embraer representatives and the Embraer Group directs the principal operating activities of the entities.
Below is a summary of the financial information of the most representative entity in the group that holds non-controlling interest, OGMA - Indústria Aeronáutica de Portugal S.A. The combination of the other entities represents less than 5% of the consolidated profit before taxes.
03.31.2019 | 12.31.2018 | ||
Cash and cash equivalents | 85,888 | 50,178 | |
Current assets | 718,793 | 654,443 | |
Non current assets | 237,189 | 236,256 | |
Current liabilities | 359,366 | 288,598 | |
Non current liabilities | 1,895 | 533 | |
Noncontrolling interest | 208,152 | 210,549 | |
03.31.2019 | 03.31.2018 | ||
Revenue | 212,942 | 220,761 | |
Net income for the year | 1,106 | 11,125 |
Group subsidiaries with non-controlling interests are subject to the same risks as wholly owned subsidiaries.
Transactions between the Parent Company and its direct or indirect subsidiaries, associated and jointly controlled entities, as described in Note 2.1.2, and refer basically to:
36
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
· | assets: (i) accounts receivable for spare parts, aircraft sales and product development, under conditions agreed between the parties, considering the volumes, risks involved and corporate policies (ii) intercompany loans to subsidiaries abroad with interest rates compatible with those received by the Company on acquiring resources in foreign currencies (iii) balances of financial investments; and (iv) bank deposits;
|
· | liabilities: (i) purchase of aircraft components and spare parts, under conditions agreed between the parties, considering the volumes, risks involved and corporate policies (ii) advances received on account of sales contracts, according to contractual agreements; (iii) commission for sale of aircraft and spare parts (iv) financing for research and product development at market rates for this kind of financing (v) loans and financing; and (vi) intercompany loan contracts with the subsidiaries abroad with interest rates equivalent to those paid by the Company to acquire similar funding (vii) export financing;
|
· | amounts in profit or loss: (i) purchases and sales of aircraft, components and spare parts and development of products for the defense and security market; (ii) financial income from financial investments and intercompany loans; (iii) supplementary pension plan. |
Transactions between Embraer and the Brazilian Federal Government meet the definition of related party transactions.
Through its direct and indirect interests and on account of holding a "golden share", the Brazilian Federal Government is a significant shareholder. On March 31, 2019, in addition to its "golden share", the Brazilian Federal Government held an indirect stake of 5.37% in the Company's capital through BNDESPAR, a wholly-owned subsidiary of the Banco Nacional do Desenvolvimento Econômico e Social - BNDES (the Brazilian Development Bank, or "BNDES"), which, in turn, is controlled by the Brazilian Federal Government.
The Brazilian government plays a key role in the Company's business activities, including:
· a major customer for defense products (through the Brazilian Air Force, Army, and Navy);
· a source of research and development financing through technology development institutions such as FINEP and the BNDES;
· an export credit agency (through the BNDES); and
· a source of short-term and long-term financing and a provider of asset management and commercial banking services (through Banco do Brasil).
37
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
03.31.2019 | ||||||
Current | Non Current | |||||
Assets | Liabilities | Assets | Liabilities | FinancialResult | Profit (loss) | |
Aero Seating T echnologies, LLC | 97 | 12,255 | - | - | - | 4,609 |
ATECH Negócios em Tecnologias S.A. | 3 | - | - | - | - | 1,537 |
Banco do Brasil S.A. | 1,223,602 | - | 35,498 | - | 15,537 | - |
Banco Nacional de Desenvolvimento Econômico e Social – BNDES | - | 269,365 | - | 405,257 | (6,036) | - |
Bradar Indústria S.A. | - | - | - | - | - | (584) |
Caixa Econômica Federal | 19 | - | - | - | - | - |
Comando da Aeronáutica | 6,271 | 273,229 | - | - | - | 12,432 |
ELEB - Equipamentos Ltda | 72,950 | 13,908 | 40,957 | - | 1,916 | 935 |
Embraer Aircraft Customer Services, Inc. – EACS | 528,644 | 199,462 | - | - | - | 72,321 |
Embraer Aircraft Holding Inc. – EAH | - | - | - | - | - | - |
Embraer Aircraft Maintenance Services Inc. – EAMS | 116 | 1,995 | - | - | - | (18) |
Embraer Asia Pacific PTE. Ltd. | 7,779 | 7,841 | - | - | - | (7,612) |
Embraer Aviation Europe SAS – EAE | 1,273 | 3,970 | - | - | - | (4,549) |
Embraer Aviation International SAS – EAI | 183,355 | 306,318 | - | - | - | 17,612 |
Embraer CAE T raining Services – ECTS | - | 755 | - | - | - | (168) |
Embraer China Aircraft Technical Services Co., Ltd. – BJG | 23,451 | 5,190 | - | - | - | (5,985) |
Embraer Defense and Security – JAX | 73,949 | 18,757 | - | - | - | (8,222) |
Embraer Defesa e Segurança Participações S.A. | 18,466 | - | - | - | - | - |
Embraer Engineering T echnology | 3,779 | - | - | - | - | (2,944) |
Embraer Executive Aircraft Inc. – MLB | 458,814 | 17,662 | - | - | - | 44,033 |
Embraer Executive Jet Services – EEJS | 342 | 3,286 | - | - | - | (1,776) |
Embraer Finance Ltd. – EFL | - | - | - | - | - | (6) |
Embraer GPX Ltda – GPXS | 231 | 1,304 | - | - | - | (508) |
Embraer Netherlands B.V. – ENL | 910 | 123,840 | - | - | - | (29,710) |
Embraer Portugal Estruturas em Compósitos S.A. – EEC | 1,273 | 20,463 | - | - | - | 446 |
Embraer Portugal Estruturas Metálicas S.A. – EEM | 1,749 | 56,640 | - | - | - | 170 |
Embraer Portugal Holding | - | 494 | - | - | - | (89) |
Embraer Prev - Sociedade de Previdência Complementar | - | - | - | - | - | (18,100) |
Entidade de propósito específico – EPE´s | - | 124,694 | - | - | - | - |
EZ Air Interior Limited | 23,159 | 47,152 | - | - | - | - |
Financiadora de Estudo e Projetos – FINEP | - | 50,297 | - | 157,376 | (2,233) | - |
OGMA – Indústria Aeronáutica de Portugal S.A. | 2,906 | 5,425 | - | - | - | 171 |
Marinha do Brasil | 6,646 | 200 | - | - | - | (64) |
Savis Tecnologia e Sistemas S.A. | 2,745 | 1,295 | 69,490 | - | 1,156 | 81 |
Visiona Tecnologia Espacial S.A. | 671 | - | - | - | - | 113 |
2,643,200 | 1,565,797 | 145,945 | 562,633 | 10,340 | 74,125 |
12.31.2018 | ||||
Current | Non Current | |||
Assets | Liabilities | Assets | Liabilities | |
Aero Seating Technologies, LLC | 96 | 8,441 | - | - |
ATECH Negócios em Tecnologias S.A. | 346 | 4,749 | - | - |
Banco do Brasil S.A. | 1,235,801 | - | 36,233 | - |
Banco Nacional de Desenvolvimento Econômico e Social – BNDES | - | 278,058 | - | 463,820 |
Caixa Econômica Federal | 62 | - | - | - |
Comando da Aeronáutica | 93,710 | 349,802 | - | - |
ELEB - Equipamentos Ltda | 51,706 | 16,578 | 65,104 | - |
Embraer Aircraft Customer Services, Inc. – EACS | 420,497 | 219,431 | - | - |
Embraer Aircraft Holding Inc. – EAH | - | 1 | - | - |
Embraer Aircraft Maintenance Services Inc. – EAMS | 111 | 1,943 | - | - |
Embraer Asia Pacific PTE. Ltd. | 7,001 | 9,514 | - | - |
Embraer Aviation Europe SAS – EAE | 1,140 | 4,255 | - | - |
Embraer Aviation International SAS – EAI | 177,196 | 313,905 | 17 | - |
Embraer CAE Training Services – ECTS | - | 577 | - | - |
Embraer China Aircraft Technical Services Co., Ltd. – BJG | 19,551 | 11,809 | - | - |
Embraer Defense and Security – JAX | 87,441 | 2,912 | - | - |
Embraer Defesa e Segurança Participações S.A. | 18,467 | - | - | - |
Embraer Engineering Technology | 6,798 | - | - | - |
Embraer Executive Aircraft Inc. – MLB | 157,213 | 20,675 | - | - |
Embraer Executive Jet Services – EEJS | 280 | 1,417 | - | - |
Embraer GPX Ltda – GPXS | 711 | 1,727 | - | - |
Embraer Netherlands B.V. – ENL | 763 | 540,659 | - | - |
Embraer Portugal Estruturas em Compósitos S.A. – EEC | 1,129 | 40,505 | - | - |
Embraer Portugal Estruturas Metálicas S.A. – EEM | 1,990 | 106,649 | - | - |
Embraer Portugal Holding | - | 465 | - | - |
Entidade de propósito específico – EPE´s | - | 123,994 | - | - |
EZ Air Interior Limited | 22,493 | 40,870 | - | - |
Financiadora de Estudo e Projetos – FINEP | - | 50,540 | - | 168,667 |
Harbin Embraer Aircraft Industry Company Ltd. – HEAI | 2 | - | - | - |
OGMA – Indústria Aeronáutica de Portugal S.A. | 2,712 | 4,945 | - | - |
Marinha do Brasil | 3,382 | - | - | - |
Savis Tecnologia e Sistemas S.A. | 2,640 | 1,440 | - | - |
Visiona Tecnologia Espacial S.A. | 559 | - | - | - |
2,313,797 | 2,155,861 | 101,354 | 632,487 |
38
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
03.31.2018 | ||
Financial | Profit (loss) | |
Result | ||
Aero Seating Technologies, LLC | - | (1,808) |
ATECH Negócios em Tecnologias S.A. | - | (117) |
Banco do Brasil S.A. | 24,054 | - |
Banco Nacional de Desenvolvimento Econômico e Social – BNDES | 8,474 | - |
Bradar Indústria S.A. | 2,577 | 115 |
Caixa Econômica Federal | 260 | - |
Comando da Aeronáutica | - | (20,245) |
ELEB - Equipamentos Ltda | 1,925 | (1,581) |
Embraer Aircraft Customer Services, Inc. – EACS | - | (7,150) |
Embraer Aircraft Maintenance Services Inc. – EAMS | - | (268) |
Embraer Asia Pacific PTE. Ltd. | (6,057) | |
Embraer Aviation Europe SAS – EAE | - | (2,756) |
Embraer Aviation International SAS – EAI | - | 11,558 |
Embraer CAE Training Services – ECTS | - | 144 |
Embraer China Aircraft Technical Services Co., Ltd. – BJG | - | (9,296) |
Embraer Defense and Security – JAX | - | 8,670 |
Embraer Engineering Technology | - | 23 |
Embraer Executive Aircraft Inc. – MLB | - | 39,290 |
Embraer Executive Jet Services – EEJS | - | 88 |
Embraer GPX Ltda – GPXS | - | (4,325) |
Embraer Netherlands B.V. – ENL | - | (75,466) |
Embraer Portugal Estruturas em Compósitos S.A. – EEC | - | 2,209 |
Embraer Portugal Estruturas Metálicas S.A. – EEM | - | 48 |
Embraer Portugal Holding | - | 39 |
Embraer Prev - Sociedade de Previdência Complementar | - | (17,627) |
Financiadora de Estudo e Projetos – FINEP | 2,177 | - |
Harbin Embraer Aircraft Industry Company Ltd. – HEAI | - | (3,996) |
Marinha do Brasil | - | (40,879) |
OGMA – Indústria Aeronáutica de Portugal S.A. | - | (166) |
Savis Tecnologia e Sistemas S.A. | 978 | 80 |
Visiona Tecnologia Espacial S.A. | - | 327 |
40,445 | (129,146) |
03.31.2019 | ||||||
Current | Non Current | |||||
Assets | Liabilities | Assets | Liabilities | Financial Result | Profit (loss) | |
Banco do Brasil S.A. | 1,238,476 | 1,207,285 | 35,498 | - | 470 | - |
Banco Nacional de Desenvolvimento Econômico e Social – BNDES | - | 269,365 | - | 405,257 | (6,036) | - |
Caixa Econômica Federal | 21 | - | - | - | - | - |
Comando da Aeronáutica | 60,858 | 273,229 | - | - | - | 58,557 |
Embraer Prev - Sociedade de Previdência Complementar | - | 899 | - | - | - | (19,327) |
Exército Brasileiro | - | 37,472 | - | - | - | (21,254) |
Financiadora de Estudo e Projetos – FINEP | - | 50,297 | - | 157,376 | (2,233) | - |
Marinha do Brasil | 6,646 | - | - | - | - | (320) |
1,306,001 | 1,838,547 | 35,498 | 562,633 | (7,799) | 17,656 |
12.31.2018 | ||||
Current | Non Current | |||
Assets | Liabilities | Assets | Liabilities | |
Banco do Brasil S.A. | 1,265,760 | 1,217,947 | 36,233 | - |
Banco Nacional de Desenvolvimento Econômico e Social – BNDES | - | 278,058 | - | 463,820 |
Caixa Econômica Federal | 62 | - | - | - |
Comando da Aeronáutica | 163,979 | 349,802 | - | - |
Embraer Prev - Sociedade de Previdência Complementar | - | 953 | - | - |
Exército Brasileiro | - | 16,651 | - | - |
Financiadora de Estudo e Projetos – FINEP | - | 50,540 | - | 168,667 |
Marinha do Brasil | 3,382 | - | - | - |
1,433,183 | 1,913,951 | 36,233 | 632,487 |
03.31.2018 | ||
Financial | Profit (loss) | |
Result | ||
Banco do Brasil S.A. | 34,672 | - |
Banco Nacional de Desenvolvimento Econômico e Social – BNDES | 8,474 | - |
Caixa Econômica Federal | 260 | - |
Comando da Aeronáutica | - | 50,045 |
Embraer Prev - Sociedade de Previdência Complementar | - | (18,705) |
Exército Brasileiro | - | 435 |
Financiadora de Estudo e Projetos – FINEP | 2,232 | - |
Telecomunicações Brasileiras S.A. – Telebrás | - | 550 |
Marinha do Brasil | - | (40,545) |
45,638 | (8,220) |
39
Embraer S.A. Notes to the Condensed interim financial statements at March 31, 2019 In thousands of reais, except when indicated otherwise | ![]() |
03.31.2019 | 03.31.2018 | |
Short-term benefits (i) | 11,609 | 9,937 |
Share based payment | (1,480) | 997 |
Total remuneration | 10,130 | 10,934 |
(i) Includes salaries, profit sharing, bonus, and indemnities.
Key Management includes members of the statutory Board of Directors and Executive Directors.
The annual weighted average depreciation rates by asset class are shown below. This information is based on the consolidated depreciation of the assets recognized in the year, compared, after annualization and elimination of any non-typical movement, to the net balance of the assets in the previous year.
Class of assets | Weighted average rate (%) | ||
03.31.2019 | 12.31.2018 | 03.31.2018 | |
Buildings and improvements | 3,4% | 3,8% | 3,8% |
Installations | 4,5% | 4,9% | 4,9% |
Machinery and equipment | 7,7% | 10,0% | 10,1% |
Furniture and fixtures | 9,4% | 9,3% | 5,3% |
Vehicles | 20,2% | 22,7% | 25,8% |
Aircraft | 9,0% | 11,0% | 12,1% |
Computers and peripherals | 23,2% | 27,6% | 37,5% |
Tooling | 12,5% | 16,5% | 18,1% |
Other assets | 0,1% | 0,1% | 0,1% |
Exchange pool program assets | 3,3% | 3,7% | 3,7% |
40
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
PARENT COMPANY 03.31.2019 | |||||||||||||
Buildings land | Machinery and | Furniture and | Computers and | Spare part | Construction in | Total | |||||||
Land | improvements | Installations | equipment | fixtures | Vehicles | Aircraft (i) | peripherals | Tooling | Other assets | exchange | progress | ||
pools | |||||||||||||
Cost | |||||||||||||
At December 31, 2018 | 39,806 | 2,101,344 | 565,842 | 2,235,630 | 214,194 | 46,034 | 10,240 | 587,413 | 2,136,069 | 106,955 | 281,809 | 27,331 | 8,352,667 |
Additions | - | - | - | 29,700 | 320 | 340 | - | 2,845 | 19,067 | 17,385 | 11,150 | 3,872 | 84,679 |
Disposals | - | - | - | (17,355) | (180) | (340) | - | (370) | (22) | - | - | - | (18,267) |
Reclassifications* | - | 6,773 | 10,177 | (20,188) | 1,678 | - | - | 4,265 | - | (8) | 16,202 | (2,697) | 16,202 |
Translation adjustments | 225 | 12,011 | 3,584 | 12,083 | 1,279 | 259 | 55 | 3,480 | 12,702 | 1,489 | 2,797 | 178 | 50,142 |
Discontinued operation | (22,959) | (868,598) | (368,472) | (1,073,895) | (115,779) | (23,392) | - | (277,309) | (1,570,257) | (48,705) | (82,041) | (13,299) | (4,464,706) |
At March 31, 2019 | 17,072 | 1,251,530 | 211,131 | 1,165,975 | 101,512 | 22,901 | 10,295 | 320,324 | 597,559 | 77,116 | 229,917 | 15,385 | 4,020,717 |
Accumulated depreciation | |||||||||||||
At December 31, 2018 | - | (602,563) | (388,733) | (1,301,719) | (114,019) | (33,024) | (9,804) | (489,006) | (1,339,915) | (44,390) | (94,825) | - | (4,417,998) |
Depreciation | - | (10,739) | (1,906) | (18,141) | (1,715) | (565) | (162) | (4,976) | (24,609) | (19) | (3,131) | - | (65,963) |
Disposals | - | - | - | 16,768 | 158 | 338 | - | 347 | - | - | - | - | 17,611 |
Interest on capitalized assets | - | (1,524) | - | - | - | - | - | - | - | - | - | - | (1,524) |
Translation adjustments | - | (3,837) | (2,258) | (7,282) | (697) | (191) | (64) | (2,933) | (8,463) | (251) | (623) | - | (26,599) |
Discontinued operation | - | 319,463 | 293,051 | 544,708 | 68,999 | 17,796 | - | 220,284 | 1,002,711 | - | 23,929 | - | 2,490,941 |
At March 31, 2019 | - | (299,200) | (99,846) | (765,666) | (47,274) | (15,646) | (10,030) | (276,284) | (370,276) | (44,660) | (74,650) | - | (2,003,532) |
Net | |||||||||||||
At December 31, 2018 | 39,806 | 1,498,781 | 177,109 | 933,911 | 100,175 | 13,010 | 436 | 98,407 | 796,154 | 62,565 | 186,984 | 27,331 | 3,934,669 |
At March 31, 2019 | 17,072 | 952,330 | 111,285 | 400,309 | 54,238 | 7,255 | 265 | 44,040 | 227,283 | 32,456 | 155,267 | 15,385 | 2,017,185 |
PARENT COMPANY 12.31.2018 | |||||||||||||
Buildings land | Machinery and | Furniture and | Computers and | Spare part | |||||||||
Land | improvements | Installations | equipment | fixtures | Vehicles | Aircraft (i) | peripherals | Tooling | Other assets | exchange | Construction in | Total | |
pools | progress | ||||||||||||
Cost | |||||||||||||
At December 31, 2017 | 33,983 | 1,757,520 | 482,712 | 1,835,957 | 182,362 | 38,930 | 6,191 | 501,547 | 1,785,351 | 86,050 | 279,166 | 27,296 | 7,017,065 |
Additions | - | - | - | 87,091 | 4,980 | 1,605 | - | 9,973 | 57,688 | 4,870 | 36,632 | 17,353 | 220,192 |
Additions - incorporations | - | - | - | 44,134 | 276 | - | 3,731 | 1,116 | - | 215 | - | 614 | 50,086 |
Disposals | - | (567) | (3,110) | (62,430) | (3,467) | (1,191) | (962) | (15,825) | (5,894) | (89) | - | - | (93,535) |
Impairment | - | - | - | (1,103) | - | - | - | - | (9,740) | - | - | - | (10,843) |
Reclassifications* | - | 40,750 | 3,000 | 12,348 | (1,114) | (42) | - | 4,123 | (31) | 1,450 | (80,229) | (40,231) | (59,976) |
Interest on capitalized assets | - | - | - | - | - | - | - | - | - | - | - | 17,387 | 17,387 |
Translation adjustments | 5,823 | 303,641 | 83,240 | 319,633 | 31,157 | 6,732 | 1,280 | 86,479 | 308,695 | 14,459 | 46,240 | 4,912 | 1,212,291 |
At December 31, 2018 | 39,806 | 2,101,344 | 565,842 | 2,235,630 | 214,194 | 46,034 | 10,240 | 587,413 | 2,136,069 | 106,955 | 281,809 | 27,331 | 8,352,667 |
Accumulated depreciation | |||||||||||||
At December 31, 2017 | - | (466,790) | (328,384) | (1,038,739) | (93,217) | (26,629) | (5,470) | (401,822) | (1,007,824) | (32,982) | (72,251) | - | (3,474,108) |
Depreciation | - | (47,296) | (7,969) | (100,098) | (6,877) | (2,803) | (1,305) | (30,189) | (152,245) | (44) | (9,602) | - | (358,428) |
Depreciation - incorporations | - | - | - | (39,197) | (193) | - | (2,840) | (884) | - | - | - | - | (43,114) |
Disposals | - | 233 | 3,110 | 58,439 | 2,478 | 1,184 | 962 | 15,477 | 2,486 | - | - | - | 84,369 |
Reclassifications* | - | - | 1,235 | 4,586 | - | - | - | - | (7) | (5,814) | - | - | - |
Interest on capitalized assets | - | (5,552) | - | - | - | - | - | - | - | - | - | - | (5,552) |
Translation adjustments | - | (83,158) | (56,725) | (186,710) | (16,210) | (4,776) | (1,151) | (71,588) | (182,325) | (5,550) | (12,972) | - | (621,165) |
At December 31, 2018 | - | (602,563) | (388,733) | (1,301,719) | (114,019) | (33,024) | (9,804) | (489,006) | (1,339,915) | (44,390) | (94,825) | - | (4,417,998) |
Net | |||||||||||||
At December 31, 2017 | 33,983 | 1,290,730 | 154,328 | 797,218 | 89,145 | 12,301 | 721 | 99,725 | 777,527 | 53,068 | 206,915 | 27,296 | 3,542,957 |
At December 31, 2018 | 39,806 | 1,498,781 | 177,109 | 933,911 | 100,175 | 13,010 | 436 | 98,407 | 796,154 | 62,565 | 186,984 | 27,331 | 3,934,669 |
* Non-cash transactions (reclassification within asset groups).
41
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
CONSOLIDATED 03.31.2019 | |||||||||||||
Buildings land | Installations | Machinery and | Furniture and | Computers and | Spare part | Construction in | Total | ||||||
Land | improvements | equipment | fixtures | Vehicles | Aircraft (i) | peripherals | Tooling | Other assets | exchange | progress | |||
pools | |||||||||||||
Cost | |||||||||||||
At December 31, 2018 | 43,000 | 2,906,561 | 628,507 | 3,767,257 | 287,590 | 67,138 | 295,388 | 735,940 | 2,437,243 | 106,934 | 2,522,241 | 363,647 | 14,161,446 |
Additions | - | 743 | - | 32,711 | 622 | 340 | - | 4,639 | 21,757 | 17,362 | 54,538 | 27,622 | 160,334 |
Disposals | - | (336) | (110) | (17,688) | (698) | (340) | - | (702) | (22) | - | (15,283) | (119) | (35,298) |
Reclassifications* | - | 38,642 | 11,712 | 21,097 | 1,735 | 85 | (146,280) | (3,990) | 1,855 | (8) | (3,815) | (71,128) | (150,095) |
Translation adjustments | 241 | 15,878 | 3,696 | 14,563 | 1,339 | 108 | (456) | 3,302 | 14,483 | 1,514 | (4,754) | 847 | 50,761 |
Discontinued operation | (26,170) | (1,214,636) | (410,564) | (1,975,533) | (127,523) | (24,553) | (82,361) | (321,602) | (1,698,517) | (48,756) | (1,418,395) | (252,533) | (7,601,143) |
At March 31,2019 | 17,071 | 1,746,852 | 233,241 | 1,842,407 | 163,065 | 42,778 | 66,291 | 417,587 | 776,799 | 77,046 | 1,134,532 | 68,336 | 6,586,005 |
Accumulated depreciation | |||||||||||||
At December 31, 2018 | - | (853,730) | (409,302) | (2,008,369) | (173,499) | (52,658) | (150,172) | (599,233) | (1,439,786) | (44,359) | (817,660) | - | (6,548,768) |
Depreciation | - | (17,132) | (2,377) | (32,684) | (2,592) | (711) | (3,168) | (7,694) | (30,269) | (19) | (13,562) | - | (110,208) |
Disposals | - | 162 | 58 | 17,014 | 516 | 340 | - | 671 | - | - | 5,824 | - | 24,585 |
Reclassifications* | - | 30 | - | (6,219) | - | - | 64,824 | 6,219 | - | (30) | - | - | 64,824 |
Interest on capitalized assets | - | (1,524) | - | - | - | - | - | - | - | - | - | - | (1,524) |
Translation adjustments | - | (4,964) | (2,358) | (6,622) | (790) | (56) | (80) | (2,790) | (9,216) | (210) | 2,579 | - | (24,507) |
Discontinued operation | - | 405,498 | 308,962 | 837,233 | 76,742 | 18,739 | 74,209 | 253,044 | 1,091,181 | (47) | 496,934 | - | 3,562,495 |
At March 31,2019 | - | (471,660) | (105,017) | (1,199,647) | (99,623) | (34,346) | (14,387) | (349,783) | (388,090) | (44,665) | (325,885) | - | (3,033,103) |
Net | |||||||||||||
At December 31, 2018 | 43,000 | 2,052,831 | 219,205 | 1,758,888 | 114,091 | 14,480 | 145,216 | 136,707 | 997,457 | 62,575 | 1,704,581 | 363,647 | 7,612,678 |
At March 31,2019 | 17,071 | 1,275,192 | 128,224 | 642,760 | 63,442 | 8,432 | 51,904 | 67,804 | 388,709 | 32,381 | 808,647 | 68,336 | 3,552,902 |
CONSOLIDATED 12.31.2018 | |||||||||||||
Buildings land | Installations | Machinery and | Furniture and | Computers and | Spare part | Construction in | Total | ||||||
Land | improvements | equipment | fixtures | Vehicles | Aircraft (i) | peripherals | Tooling | Other assets | exchange | progress | |||
pools | |||||||||||||
Cost | |||||||||||||
At December 31, 2017 | 36,710 | 2,454,014 | 533,283 | 3,214,156 | 248,100 | 57,955 | 638,658 | 629,236 | 2,053,988 | 86,244 | 2,224,945 | 253,539 | 12,430,828 |
Additions | - | 5,087 | - | 107,475 | 6,662 | 1,883 | 35,486 | 23,635 | 60,663 | 4,870 | 169,257 | 150,108 | 565,126 |
Disposals | - | (42,766) | (4,083) | (138,862) | (7,980) | (1,787) | (962) | (25,276) | (6,044) | (89) | (74,795) | (2,588) | (305,232) |
Impairment | - | - | - | (1,103) | - | - | (19,570) | - | (9,740) | - | - | - | (30,413) |
Reclassifications* | - | 72,046 | 7,115 | 32,917 | 5 | (12) | (436,753) | 4,348 | 1,660 | 1,450 | (114,296) | (99,505) | (531,025) |
Discontinued operations | - | - | - | - | - | - | - | - | - | - | - | 17,385 | 17,385 |
Translation adjustments | 6,290 | 418,180 | 92,192 | 552,674 | 40,803 | 9,099 | 78,529 | 103,997 | 336,716 | 14,459 | 317,130 | 44,708 | 2,014,777 |
At December 31, 2018 | 43,000 | 2,906,561 | 628,507 | 3,767,257 | 287,590 | 67,138 | 295,388 | 735,940 | 2,437,243 | 106,934 | 2,522,241 | 363,647 | 14,161,446 |
Accumulated depreciation | |||||||||||||
At December 31, 2017 | - | (694,199) | (344,279) | (1,676,312) | (144,170) | (43,882) | (269,177) | (491,133) | (1,090,871) | (32,958) | (680,920) | - | (5,467,901) |
Depreciation | - | (73,806) | (10,391) | (169,584) | (10,853) | (3,509) | (32,443) | (41,548) | (175,162) | (44) | (62,815) | - | (580,155) |
Disposals | - | 41,029 | 3,781 | 127,520 | 5,909 | 1,721 | 962 | 24,622 | 2,529 | - | 25,535 | - | 233,608 |
Reclassifications* | - | 225 | 1,234 | 11,814 | (4) | - | 186,016 | (6,838) | (388) | (5,814) | - | - | 186,245 |
Interest on capitalized assets | - | (5,552) | - | - | - | - | - | - | - | - | - | - | (5,552) |
Translation adjustments | - | (121,427) | (59,647) | (301,807) | (24,381) | (6,988) | (35,530) | (84,336) | (175,894) | (5,543) | (99,460) | - | (915,013) |
At December 31, 2018 | - | (853,730) | (409,302) | (2,008,369) | (173,499) | (52,658) | (150,172) | (599,233) | (1,439,786) | (44,359) | (817,660) | - | (6,548,768) |
Net | |||||||||||||
At December 31, 2017 | 36,710 | 1,759,815 | 189,004 | 1,537,844 | 103,930 | 14,073 | 369,481 | 138,103 | 963,117 | 53,286 | 1,544,025 | 253,539 | 6,962,927 |
At December 31, 2018 | 43,000 | 2,052,831 | 219,205 | 1,758,888 | 114,091 | 14,480 | 145,216 | 136,707 | 997,457 | 62,575 | 1,704,581 | 363,647 | 7,612,678 |
* Non-cash transactions (reclassification within asset groups). Reclassifications in column “aircraft" and "exchange pool program assets" the amount refers to aircraft and recoverable parts transferred to inventory due to sale.
42
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
PARENT COMPANY 03.31.2019 | ||||||
Buildings land | Machinery and | Other assets | Total | Lease Liabilities | ||
improvements | equipment | |||||
At December 31, 2018 | - | - | - | - | - | |
Additions | 42,969 | 62 | 100 | 43,131 | 43,131 | |
Depreciation | (1,616) | (12) | (12) | (1,640) | - | |
Interest expense | - | - | - | - | 958 | |
Payments | - | - | - | - | (2,069) | |
Translation adjustments | 539 | 2 | 2 | 543 | 330 | |
Discontinued operation | - | (27) | (90) | (117) | (117) | |
At March 31, 2019 | 41,892 | 25 | - | 41,917 | 42,233 | |
Current portion | 4,992 | |||||
Non-current portion | 37,241 |
CONSOLIDATED 03.31.2019 | ||||||
Buildings land | Machinery and | |||||
improvements | equipment | Vehicles | Other assets | Total | Lease Liabilities | |
At December 31, 2018 | - | - | - | - | - | - |
Additions | 218,488 | 354 | 2,496 | 196 | 221,534 | 221,535 |
Depreciation | (7,040) | (62) | (365) | (16) | (7,483) | - |
Interest expense | - | - | - | - | - | 2,481 |
Payments | - | - | - | - | - | (8,997) |
Translation adjustments | 2,756 | 4 | 28 | 4 | 2,792 | 2,908 |
Discontinued operation | (20,956) | (109) | (175) | (98) | (21,338) | (21,331) |
At March 31, 2019 | 193,248 | 187 | 1,984 | 86 | 195,505 | 196,596 |
Current portion | 25,831 | |||||
Non-current portion | 170,765 |
Short-term lease expenses totaled R$ 1,061 in the Parent Company and R$ 2,735 in the Consolidated in the period ended March 31, 2019 and R$ 432 and R$ 1,331 in low value leases, respectively, recognized operating expenses in the result of the year.
We present below the average annual depreciation rates weighted by class of right of use.
Weighted | |
Class of assets | average rate |
(%) | |
03.31.2019 | |
Buildings and improvements | 12.9% |
Machinery and equipment | 69.6% |
Vehicles | 58.6% |
Other assets | 31.4% |
Internally developed intangible assets relate to expenditure incurred in developing new aircraft, including support services, production labor, materials and direct labor allocated to the construction of aircraft prototypes or significant components, and also the use of advanced technologies to make the aircraft lighter, quieter, more comfortable and energy-efficient and to reduce emissions, in addition to speeding up design and manufacture, while optimizing the use of resources.
43
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
PARENT COMPANY 03.31.2019 | ||||||
Em braer's Developm ent | External acquisitons | |||||
Com m ercial | Executive Jets | Defe nse and | Other | Softw are | Total | |
Aviation | Security | |||||
Intangible cost | ||||||
At December 31, 2018 | 7,229,404 | 5,094,344 | 163,501 | 13,167 | 1,180,997 | 13,681,413 |
Additions | 148,685 | 50,381 | 5,287 | 68 | 5,964 | 210,385 |
Disposals | - | - | - | - | (4,755) | (4,755) |
Interest on capitalized assets | 5,626 | 2,100 | - | - | - | 7,726 |
Translation adjustments | 45,979 | 30,338 | 1,100 | 76 | 6,763 | 84,256 |
Discontinued operation | (7,429,694) | - | - | - | (564,659) | (7,994,353) |
At March 31, 2019 | - | 5,177,163 | 169,888 | 13,311 | 624,310 | 5,984,672 |
Am ortization acum ulated | ||||||
At December 31, 2018 | (4,030,829) | (1,912,067) | (120,940) | (5,088) | (751,254) | (6,820,178) |
Amortization | (4,895) | (42,128) | (399) | - | (18,295) | (65,717) |
Amortization of contribution from suppliers | 1,196 | 12,795 | - | - | - | 13,991 |
Disposals | - | - | - | - | 4,755 | 4,755 |
Interest on capitalized assets | - | (1,563) | - | - | - | (1,563) |
Translation adjustments | (23,074) | (11,532) | (698) | (28) | (4,816) | (40,148) |
Discontinued operation | 4,057,602 | - | - | - | 280,995 | 4,338,597 |
At March 31, 2019 | - | (1,954,495) | (122,037) | (5,116) | (488,615) | (2,570,263) |
Intangible net | ||||||
At December 31, 2018 | 3,198,575 | 3,182,277 | 42,561 | 8,079 | 429,743 | 6,861,235 |
At March 31,2019 | - | 3,222,668 | 47,851 | 8,195 | 135,695 | 3,414,409 |
PARENT COMPANY 12.31.2018 | ||||||||
Em braer's Developm ent | External acquisitons | |||||||
Com m ercial | Executive Jets | Defense and | Other | Software | Other | Total | ||
Aviation | Security | |||||||
Intangible cost | ||||||||
At December 31, 2017 | 5,888,988 | 4,397,719 | 106,946 | 19,074 | 972,952 | (2) | 11,385,677 | |
Additions | 744,685 | 148,010 | 14,472 | 205 | 26,629 | - | 934,001 | |
Contributions from suppliers | (419,045) | - | - | - | - | - | (419,045) | |
Additions to incorporations | - | - | 39,253 | - | 5,490 | - | 44,743 | |
Impairment | - | (227,330) | - | - | - | - | (227,330) | |
Reclassifications | (51) | 47 | (20,253) | (9,150) | 9,154 | - | (20,253) | |
Interest on capitalized assets | 26,353 | 10,035 | - | - | - | - | 36,388 | |
Translation adjustments | 988,474 | 765,863 | 23,083 | 3,038 | 166,772 | 2 | 1,947,232 | |
At December 31, 2018 | 7,229,404 | 5,094,344 | 163,501 | 13,167 | 1,180,997 | - | 13,681,413 | |
Am ortization acum ulated | ||||||||
At December 31, 2017 | (3,371,133) | (1,509,729) | (88,226) | (3,874) | (555,221) | 2 | (5,528,181) | |
Amortization | (106,350) | (184,188) | (6,405) | (542) | (93,810) | - | (391,295) | |
Amortization of contribution from suppliers | 29,326 | 51,761 | - | - | - | - | 81,087 | |
Depreciation of incorporations | - | - | (9,988) | - | (2,716) | - | (12,704) | |
Disposals | - | - | - | - | 1,461 | - | 1,461 | |
Interest on capitalized assets | (553) | (5,266) | - | - | - | - | (5,819) | |
Reclassifications | (47) | 47 | - | - | - | - | - | |
Translation adjustments | (582,072) | (264,692) | (16,321) | (672) | (100,968) | (2) | (964,727) | |
At December 31, 2018 | (4,030,829) | (1,912,067) | (120,940) | (5,088) | (751,254) | - | (6,820,178) | |
Intangible net | ||||||||
At December 31, 2017 | 2,517,855 | 2,887,990 | 18,720 | 15,200 | 417,731 | - | 5,857,496 | |
At December 31, 2018 | 3,198,575 | 3,182,277 | 42,561 | 8,079 | 429,743 | - | 6,861,235 |
44
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
CONSOLIDATED 03.31.2019 | |||||||||
Embraer's Development | External acquisitons | ||||||||
Commercial | Executive Jets | Defense and | Other | Development | Software | Business | Other | Total | |
Aviation | Security | acquisiton | |||||||
Intangible cost | |||||||||
At December 31, 2018 | 7,425,585 | 5,196,800 | 168,360 | 13,167 | 25,111 | 1,358,361 | 40,228 | 264,994 | 14,492,606 |
Additions | 151,667 | 50,379 | 5,287 | 68 | 1,298 | 3,646 | - | 34,236 | 246,581 |
Disposals | - | - | - | - | - | (4,755) | - | - | (4,755) |
Interest on capitalized assets | 5,626 | 2,100 | - | - | - | - | - | - | 7,726 |
Translation adjustments | 47,188 | 30,921 | 1,128 | 76 | 202 | 7,743 | 17 | 2,215 | 89,490 |
Discontinued operation | (7,630,066) | - | - | - | - | (600,094) | - | (175,332) | (8,405,492) |
At March 31, 2019 | - | 5,280,200 | 174,775 | 13,311 | 26,611 | 764,901 | 40,245 | 126,113 | 6,426,156 |
Amortization acumulated | |||||||||
At December 31, 2018 | (4,083,574) | (1,984,669) | (125,733) | (5,088) | (11,035) | (901,433) | - | (23,609) | (7,135,141) |
Amortization | (5,817) | (42,104) | (399) | - | (213) | (19,240) | - | (2,489) | (70,262) |
Amortization of contribution from suppliers | 1,196 | 12,795 | - | - | - | - | - | - | 13,991 |
Disposals | - | - | - | - | - | 4,755 | - | - | 4,755 |
Interest on capitalized assets | - | (1,563) | - | - | - | - | - | - | (1,563) |
Translation adjustments | (23,389) | (11,967) | (725) | (28) | (76) | (5,742) | - | (189) | (42,116) |
Discontinued operation | 4,111,584 | - | - | - | - | 313,908 | - | 82,497 | 4,507,989 |
At March 31, 2019 | - | (2,027,508) | (126,857) | (5,116) | (11,324) | (607,752) | - | 56,210 | (2,722,347) |
Intangible net | |||||||||
At December 31, 2018 | 3,342,011 | 3,212,131 | 42,627 | 8,079 | 14,076 | 456,928 | 40,228 | 241,385 | 7,357,465 |
At March 31, 2019 | - | 3,252,692 | 47,918 | 8,195 | 15,287 | 157,149 | 40,245 | 182,323 | 3,703,809 |
CONSOLIDATED 12.31.2018 | |||||||||
Embraer's Development | External acquisitons | ||||||||
Commercial | Executive Jets | Defense and | Other | Development | Software | Business | Other | Total | |
Aviation | Security | acquisiton | |||||||
Intangible cost | |||||||||
At December 31, 2017 | 6,038,212 | 4,484,315 | 111,095 | 19,074 | 46,461 | 1,136,513 | 39,734 | 149,058 | 12,024,462 |
Additions | 764,872 | 148,970 | 14,472 | 205 | 9,581 | 29,647 | - | 92,260 | 1,060,007 |
Contributions from suppliers | (419,045) | - | - | - | - | - | - | - | (419,045) |
Impairment | - | (227,330) | - | - | - | - | - | - | (227,330) |
Disposals | - | - | - | - | - | (12,821) | - | - | (12,821) |
Interest on capitalized assets | 26,353 | 10,035 | - | - | - | - | - | - | 36,388 |
Reclassifications | (51) | 47 | 19,002 | (8,817) | (36,620) | 8,821 | - | (6,316) | (23,934) |
Translation adjustments | 1,015,244 | 780,763 | 23,791 | 2,705 | 5,689 | 196,201 | 494 | 29,992 | 2,054,879 |
At December 31, 2018 | 7,425,585 | 5,196,800 | 168,360 | 13,167 | 25,111 | 1,358,361 | 40,228 | 264,994 | 14,492,606 |
Amortization acumulated | |||||||||
At December 31, 2017 | (3,414,183) | (1,567,142) | (92,316) | (3,874) | (22,501) | (683,995) | - | (13,314) | (5,797,325) |
Amortization | (108,548) | (189,254) | (6,419) | (542) | (3,168) | (102,446) | - | (4,297) | (414,674) |
Amortization of contribution from suppliers | 29,326 | 51,761 | - | - | - | - | - | - | 81,087 |
Disposals | - | - | - | - | - | 8,334 | - | - | 8,334 |
Interest on capitalized assets | (553) | (5,266) | - | - | - | - | - | - | (5,819) |
Reclassifications | (41) | 47 | (9,988) | - | 17,525 | - | - | (3,862) | 3,681 |
Translation adjustments | (589,575) | (274,815) | (17,010) | (672) | (2,891) | (123,326) | - | (2,136) | (1,010,425) |
At December 31, 2018 | (4,083,574) | (1,984,669) | (125,733) | (5,088) | (11,035) | (901,433) | - | (23,609) | (7,135,141) |
Intangible net | |||||||||
At December 31, 2017 | 2,624,029 | 2,917,173 | 18,779 | 15,200 | 23,960 | 452,518 | 39,734 | 135,744 | 6,227,137 |
At December 31, 2018 | 3,342,011 | 3,212,131 | 42,627 | 8,079 | 14,076 | 456,928 | 40,228 | 241,385 | 7,357,465 |
Management reviewed the internal and external indicators for March 31, 2019 and identified that the Company's market value, based on the quotation of the outstanding shares on B3 and NYSE, is lower than theshareholders' equity value, however, no impairment losses were recognized in the period as the long-term assumptions and projections of discounted cash flow used as of December 31, 2018 in relation to the first quarter of 2019 performed as projected for the year and there are no evidences that the future projections should be reviewed, not indicating any additional losses to those recognized as of December 31, 2018. In addition, approximately 50% of tangible and intangible assets amounts refers to the discontinued operation and as disclosed in Note 4,there were no impairment losses recognized in the group of assets and liabilities held for sale, as required by IFRS 5/CPC 31.
45
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Foreign suppliers | 430,749 | 1,124,434 | 943,645 | 2,223,981 |
Risk partners (i) | 68,700 | 775,895 | 68,700 | 775,895 |
Domestic suppliers | 70,999 | 273,406 | 161,216 | 456,938 |
Subsidiaries | 99,005 | 564,900 | - | - |
669,453 | 2,738,635 | 1,173,561 | 3,456,814 |
(i) The Company's risk-sharing suppliers/partners develop and produce significant aircraft components, including engines, hydraulic components, avionics, wings, tail sections, interior components, and fuselage parts. Certain contracts between the Company and these risk-sharing suppliers/partners are long-term and include deferral of payments for components and systems for a negotiated term after delivery. Once the risk-sharing suppliers/partners have been selected and the aircraft development and production program has commenced, changing suppliers is more challenging. For example, in the case of engines, the aircraft is specially designed to accommodate a given component, which cannot be easily replaced by another supplier without incurring delays and significant additional expense. This dependence makes the Company vulnerable to the performance, quality and financial position of its risk-sharing suppliers/partners. Outstanding transactions related to Commercial Aviation were reclassified to liabilities held for sale (Note 4).
Contractual | Effective | |||||
Currency | interest rate - % | interest rate - % | Maturity | 03.31.2019 | 12.31.2018 | |
Other currencies: | ||||||
W orking Capital | US$ | 5,05% a 6,38% | 5,14% a 6,74% | 2027 | - | 10,736,671 |
- | 10,736,671 | |||||
In local currency: | ||||||
Project development | R$ | 3.50% | 3.50% | 2023 | 241,031 | 961,085 |
TJLP + 1,92% a 5,00% | TJLP + 1,92% a 5,00% | 2022 | ||||
Credit Note for Exportation | R$ | 11.00% | 11.00% | 2019 | 20,438 | 149,192 |
261,469 | 1,110,277 | |||||
Total | 261,469 | 11,846,948 | ||||
Current portion | 104,093 | 596,392 | ||||
Non-current | 157,376 | 11,250,556 |
46
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Effective | ||||||
Currency | interest rate - % | interest rate - % | Maturity | 03.31.2019 | 12.31.2018 | |
Other currencies: | ||||||
5,05% a 6,38% | 5,05% a 7,42% | 2027 | - | 11,398,701 | ||
US$ | 4.00% | 4.00% | 2020 | 28,807 | 480,972 | |
Working capital | Libor 3M + 2,60% | Libor 3M + 2,60% | 2027 | - | 851,654 | |
Euro | 1,00% a 3,37% | 1,00% a 3,37% | 2026 | - | 76,116 | |
1.67% | 1.67% | 2035 | ||||
Property, plant and equipment | US$ | 193,083 | 216,345 | |||
Libor 1M + 2,44% a 2,5% | Libor 1M + 2,44% a 2,5% | 2037 | ||||
221,890 | 13,023,788 | |||||
In local currency: | ||||||
R$ | 0.04 | 0.04 | 2023 | |||
Project development | 241,031 | 961,085 | ||||
TJLP + 1,92% a 5,00% | TJLP + 1,92% a 5,00% | 2022 | ||||
Credit Note for Exportation | R$ | 11.00% | 11.00% | 2019 | 20,438 | 149,192 |
Total | 483,359 | 14,134,065 | ||||
Current portion | ||||||
Non-current | 141,700 | 694,699 | ||||
341,659 | 13,439,366 |
(i) Issuance of Bonds:
The issuances of Bonds comprise the group of liabilities held for sale in the Individual and consolidated as from March 31, 2019, pursuant to Note 4. The paragraphs below detail the issuances made by the Company and outstanding in the current financial position.
In October 2009, Embraer Overseas Limited issued US$ 500,000 thousand in guaranteed notes at 6.375% p.a., due on January 15, 2020. The operations are fully and unconditionally guaranteed by the Parent Company. Because Embraer Overseas Limited is a wholly owned subsidiary of Embraer S.A., whose objective is to perform financial operations, the transactions made by it are presented as third-party transactions on the Parent Company Financial Statements.
Between August and September 2013, through its subsidiary Embraer Overseas Limited, Embraer S.A. madean offer to exchange existing bonds maturing in 2017 (settled in January 2017) and 2020 for "New Notes" maturing in 2023. In the case of bonds maturing in 2017, the exchange offer resulted in US$ 146,399 of the aggregate principal of existing notes and US$ 337,168 of the aggregate principal of the 2020 Notes, representing approximately 54.95% of the Notes exchanged. The total of the exchange offer, taking into account the effects of the exchange price on the negotiations and the total New Notes issued closed at approximately US$ 540,518 in principal at a rate of 5.696% p.a., maturing on September 16, 2023. The operations are fully and unconditionally guaranteed by the Parent Company.
In June 15, 2012, Embraer S.A. raised funds by issuing guaranteed notes, maturing on June 15, 2022, through an overseas offer of US$ 500,000 at a rate of 5.15% p.a.
In June 2015, the Company´s wholly-owned finance subsidiaryEmbraer Netherlands Finance B.V, which only performs financial operations, issued US$ 1,000,000 in Guaranteed Notes at 5.05% p.a., due on June 15, 2025, in an offering subsequently registered with the SEC. This operation is fully and unconditionally guaranteed by the Parent Company.Because Embraer Netherlands Finance B.V is a wholly owned subsidiary of Embraer S.A., whose objective is to perform financial operations, the transactions made by it are presented as third-party transactions in the Parent Company Financial Statements.
In February 2017, Embraer Netherlands Finance B.V., Embraer S.A. subsidiary, issued an offering registered with the SEC of US$ 750,000 with a nominal interest rate of 5.40% p.a. maturing February 1, 2027. The operations are fully and unconditionally guaranteed by the Parent Company.Because Embraer Netherlands Finance B.V. is a wholly owned subsidiary of Embraer S.A., whoseobjective is to perform financial operations, the transactions made by it are presented as third-party transactions in the Parent Company Financial Statements.
47
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
On March 31, 2019, the changes in financing were as follows:
Parent Company | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Begginning | 11,846,948 | 11,968,956 | 14,134,065 | 13,888,790 |
Principal addition | 609,665 | 48,693 | 609,422 | 438,197 |
Interest addition | 220,203 | 752,017 | 228,271 | 796,782 |
Principal payment | (815,814) | (1,852,910) | (888,709) | (2,219,084) |
Interest payment | (202,393) | (714,120) | (204,037) | (777,414) |
Foreing exchange | 56,738 | 1,644,312 | 99,018 | 2,006,794 |
Discontinued operation | (11,453,878) | - | (13,494,671) | |
Total | 261,469 | 11,846,948 | 483,359 | 14,134,065 |
On March 31, 2019, the maturities in financing and the long-term composition were as follows:
Parent Company | Consolidated | |
2020 | 33,891 | 40,146 |
2021 | 45,188 | 109,719 |
2022 | 45,110 | 47,232 |
2023 | 33,187 | 35,424 |
After 2022 | - | 109,138 |
157,376 | 341,659 |
On March 31, 2019, loans denominated in US dollars (45.9% of the total) are mainly subject to fixed interest rates. The weighted average rate was 3.17% p.a. (5.27% p.a. on December 31, 2018).
On March 31, 2019,loans denominated in Reais (54.1% of the total) are subject to fixed interest rates or interest based on the Brazilian Long-term Interest Rate ("TJLP") and CDI. The weighted average rate was 2.50% p.a. (2.47%p.a. on December 31,2018).
Part of the Parent Company financing, including loans and financing reclassified to liabilities held for sale (Note 4), is secured by property, machinery,equipment, and bank guarantees totalingR$488,777. With respect to the subsidiaries' financing, the guarantees are surety or consent of the Parent Company, with a total of R$ 238,056 on March 31, 2019 (R$ 314,671 on December 31, 2018).
The long-term financing agreements are subject to restrictive clauses, consistent with normal market practices, which establish control over the degree of leverage through the ratio of total consolidated indebtedness/EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization, as defined), as well as limits for debt service cover based on EBITDA/net financial expense. Agreements also include customary restrictions on the creation of new encumbrances on assets, significant changes in control of the Company, sale of assets and payment of dividends in excess of the minimum mandatory dividend in the event of default on financing, and transactions with affiliated companies.
As of March 31, 2019, the Company and subsidiaries were in compliance with all the restrictive clauses, according with contracts clauses.
48
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Provision related to payroll (i) | 103,554 | 245,855 | 212,188 | 359,761 |
Other accounts payable (ii) | 83,497 | 147,789 | 147,903 | 465,165 |
Provision employee profit sharing | 62,634 | 108,873 | 84,763 | 132,935 |
Comissions | 42,413 | 42,184 | 42,413 | 42,184 |
Long-term incentive (iii) | 22,054 | 28,806 | 31,300 | 65,531 |
Contractual obligations (iv) | 24,103 | 67,510 | 24,103 | 67,732 |
Insurance | 14,314 | 24,189 | 16,012 | 2,775 |
Mutual with jointly controlled operation | - | - | - | 89,979 |
Brazilian Air Force | 3,515 | 2,291 | 3,515 | 2,291 |
356,084 | 667,497 | 562,197 | 1,228,353 | |
Current portion | 338,806 | 572,649 | 530,825 | 1,117,357 |
Non-current portion | 17,278 | 94,848 | 31,372 | 110,996 |
(i) Refers to employee related obligations recorded in the financial statements.
(ii) Represents a provision for expenses already incurred as of the reporting date and for which payments are made during the following month.
(iii) Refers to the Long-Term Incentive (ILP) granted to Company employees in the form of phantom shares, as described in Note 28 – Share-based Remuneration.
(iv) Represent commitment assumed contractually on the sale of new aircraft.
Parent com pany | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
INSS (social security contribution) (i) | 394,661 | 391,508 | 401,538 | 407,453 |
IRRF (Income tax withholding income tax) | 13,432 | 39,582 | 17,676 | 45,647 |
PIS and COFINS (ii) | 631 | 1,796 | 2,667 | 6,381 |
Installment of taxes | 6,621 | 4,406 | 6,621 | 4,406 |
IPI (Manufacturing tax) | 1,496 | 1,257 | 1,628 | 1,257 |
FGTS (Government Employee Severance Indemnity Fund) | 5,235 | 13 | 5,736 | 717 |
Others | 5,181 | 6,855 | 19,147 | 24,776 |
427,257 | 445,417 | 455,013 | 490,637 | |
Current portion | 199,542 | 219,977 | 227,298 | 265,009 |
Non-current portion | 227,715 | 225,440 | 227,715 | 225,628 |
The Company is challenging, through both administrative and judicial proceedings, the constitutionality of the tax calculation base and its expansion, as well as the rate increase of certain taxes, social contributions, and charges, with the aim of ensuring its right to withhold payment or recover amounts paid in previous years.
By means of such administrative and judicial proceedings, the Company has obtained injunctions and similar measures to suspend payment or offset payment of taxes and social contributions and charges. Provisions have been recorded for taxes not paid, as a result of preliminary legal decisions, and areupdated based on the SELIC interest rate, pending a final and definitive decision. In some cases, the Company maintains judicial deposit for the continuity of the judicial proceedings.
49
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
(i) Corresponds substantially to:
· | The increase in the work-related accident insurance ("SAT") rate. The Company is challenging the legality of the levy and absence of technical criteria for such rate since 1995. The amount involved is R$ 185,728 on March 31, 2019 (R$ 184,727 on December 31, 2018). |
· | Additionally, in February 2009, the Company filed a suit contesting the payment of social security on paid notice of dismissal and other indemnity payments. In October 2015 the Company obtained partial success in the dispute in relation to the employer's portion of the Social Security on the paid notice, and therefore reduced the amount of the provision by R$ 8,178. The partial success was ratified in November 2017. Currently, the remaining amount involved in the dispute in respect of the notice established in the collective agreement is R$ 40,079 on March 31, 2019 (R$ 38,694 on December 31, 2018) in the Parent Company and R$ 40,269 on March 31, 2019 (R$ 38,882 on December 31, 2018) in the Consolidated. |
· | The Company obtained an injunction guaranteeing the right to not collect social security contributions according to the system established by Law 13,670 / 2018 in 2018 (maintenance of the Social Security Contribution on Gross Revenue - CPRB until 12/31/2018). The amount involved in the discussion is R$ 121,094 on March 31, 2019 (R$ 122,524 on December 31, 2018). |
(ii) Refers to:
· | Contributions to the PIS/PASEP fund (Social Integration Program / Public Servant Fund). The dispute, involving the calculation base for the non-cumulative system, was included under the terms of Law 11,941/09, and the suit was withdrawn. The Company continues to contest criteria for application of the benefits of refinancing in the ambit of the legal dispute. |
With respect to the litigation issues mentioned above, the remaining provisions will be kept until there is a final outcome and no further appeals can be made.
As the tax basis for the majority of the Company's assets and liabilities is maintained in Reais and the accounting basis is measured in US dollars (the functional currency), the fluctuations in the exchange rate significantly impacted the tax basis and, in turn, the deferred income tax expense (benefit).
Based on the expectation of future taxable income, the Company recorded deferred tax assets on tax losses carryforwards.
Credits relating to temporary differences on non-deductible provisions, represented by labor contingencies, provisions, and disputed taxes will be realized as such proceedings are concluded.
50
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
The components of deferred tax assets and liabilities are as follows:
Parent Company | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Differences between basis: account x tax | 122.877 | 99.343 | 53.192 | 79.374 |
Provision Gain not realized | 93.413 | 88.020 | 93.413 | 88.020 |
Tax loss carryforwards | 56.885 | - | 56.888 | 1.999 |
Effect of differences by fixed asset | 28.318 | 43.096 | 28.442 | 29.156 |
Temporarily non-deductible provisions | 252.874 | 173.761 | 220.916 | 153.807 |
Difference between tax basis (Real) and functional currency measurement basis (US dollar) | (1.253.318) | (1.213.416) | (1.253.319) | (1.253.049) |
Deferred tax assets (liabilities), net | (698.951) | (809.196) | (800.468) | (900.693) |
Total deferred tax asset | - | - | 46.227 | 83.573 |
Total deferred tax liability | (698.951) | (809.196) | (846.695) | (984.266) |
The changes in deferred taxes that affected profit or loss were as follows:
Parent Company | Consolidated | |||||
From the | Other | From the | Other | |||
statement of | comprehensive | statement of | comprehensive | |||
income | income | Total | income | income | Total | |
AtDecember 31, 2017 | (473,720) | (330,761) | (804,481) | (468,486) | (340,560) | (809,046) |
Temporarily non-deductible provisions | 394,027 | - | 394,027 | 405,408 | - | 405,408 |
Tax loss carryforwards | - | - | - | (12,783) | - | (12,783) |
Difference between tax basis (real) and functional currency measurement basis (US dollar) | (552,897) | - | (552,897) | (571,639) | - | (571,639) |
Provision gain not realized | 37,188 | - | 37,188 | 37,188 | - | 37,188 |
Effect of differences by fixed asset | 58,983 | - | 58,983 | 55,940 | - | 55,940 |
Differences between basis: account x tax | 243,365 | (185,381) | 57,984 | 182,149 | (187,910) | (5,761) |
AtDecember 31, 2018 | (293,054) | (516,142) | (809,196) | (372,223) | (528,470) | (900,693) |
Temporarily non-deductible provisions | 79,114 | - | 79,114 | 84,079 | - | 84,079 |
Tax loss carryforwards | 56,885 | - | 56,885 | 59,817 | - | 59,817 |
Difference between tax basis (real) and functional currency measurement basis (US dollar) | (39,902) | - | (39,902) | (39,835) | - | (39,835) |
Provision gain not realized | 5,394 | - | 5,394 | 5,394 | - | 5,394 |
Effect of differences by fixed asset | (14,778) | - | (14,778) | (15,057) | - | (15,057) |
Differences between basis: account x tax | 23,719 | (187) | 23,532 | (25,287) | (1,069) | (26,356) |
Discontinued operation | - | - | - | 7,421 | 24,762 | 32,183 |
At March 31, 2019 | (182,622) | (516,329) | (698,951) | (295,691) | (504,777) | (800,468) |
Parent Company | Consolidated | |||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |
Profit before taxation | (107,636) | (156,107) | (38,437) | (136,662) |
Income tax and social contribution expense at the nominal Brazilian composite tax rate - 34% | 36,596 | 53,076 | 13,069 | 46,465 |
Tax on profits of overseas subsidiaries | - | (9,880) | (43) | (9,880) |
Diff between tax basis (real) and functional currency measurement basis (US dollar) | (39,902) | (25,582) | (39,902) | (25,582) |
Research and development tax incentives | - | - | - | 2,409 |
Interest on own capital | - | 4,988 | - | 4,988 |
Translation effects for investments | - | - | - | - |
Translation effects | 32,151 | 14,140 | 40,801 | 14,934 |
Equity in the earnings of subsidiaries | 25,883 | 23,523 | (44) | (333) |
Fiscal credits (recognized and non recognized) and tax rate | - | - | (10,973) | 1,890 |
Tax rate diference | - | - | (21,515) | 2,676 |
Income tax and social contribution income (expense) benefit as reported | - | - | 27,631 | 7,830 |
Other | 26,378 | 16,284 | (1,100) | 6,524 |
Discontinued operation | 11,135 | 7,180 | 20,024 | 19,245 |
55,645 | 30,653 | 14,879 | 24,701 | |
Income tax and social contribution income (expense) benefit as reported | 92,241 | 83,729 | 27,948 | 71,166 |
Income tax and social contribution current (expense) benefit as reported | (18,191) | 3,452 | (48,584) | (12,275) |
Income tax and social contribution income (expense) benefit as reported | 110,432 | 80,277 | 76,532 | 83,441 |
51
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Financial guarantee of residual value | - | 485,982 | - | 485,982 |
Accounts payable | - | - | - | 58,059 |
Financial guarantee | - | 45,086 | - | 45,086 |
- | 531,068 | - | 589,127 | |
Current portion | - | 139,448 | - | 197,507 |
Non-current portion | - | 391,620 | - | 391,620 |
The activity on financial guarantees and residual guarantees is shown below:
Financial | Financial | ||
guarantee | guarantee of | Total | |
residual value | |||
At December 31, 2017 | 56,897 | 360,345 | 417,242 |
Market value adjustment | - | 65,819 | 65,819 |
Guarantee amortization | (20,335) | - | (20,335) |
Translation adjustments | 8,524 | 59,818 | 68,342 |
AtDecember 31, 2018 | 45,086 | 485,982 | 531,068 |
Market value adjustment | - | (31,430) | (31,430) |
Guarantee amortization | (1,444) | - | (1,444) |
Translation adjustments | 236 | 2,337 | 2,573 |
Discontinued operation | (43,878) | (456,889) | (500,767) |
At March 31, 2019 | - | - | - |
Financial | Financial | Accounts | ||
guarantee | guarantee of | payable | Total | |
residual value | (i) | |||
AtDecember 31, 2017 | 56,897 | 360,345 | 101,601 | 518,843 |
Interest additions | - | - | 4,997 | 4,997 |
Disposals | - | - | (61,665) | (61,665) |
Market value adjustment | - | 65,819 | - | 65,819 |
Guarantee amortization | (20,335) | - | - | (20,335) |
Translation adjustments | 8,524 | 59,818 | 13,126 | 81,468 |
AtDecember 31, 2018 | 45,086 | 485,982 | 58,059 | 589,127 |
Interest additions | - | - | 870 | 870 |
Disposals | - | - | (16,785) | (16,785) |
Market value adjustment | - | (31,430) | - | (31,430) |
Guarantee amortization | (1,444) | - | - | (1,444) |
Translation adjustments | 236 | 2,337 | (193) | 2,380 |
Discontinued operation | (43,878) | (456,889) | (41,951) | (542,718) |
At March 31, 2019 | - | - | - | - |
All financial guarantees and residual value guarantees granted by the Company refer to the Commercial Aviation and comprise the group of liabilities held for sale in the statement of financial position and discontinued operation in the statement of income for the year ended March 31, 2019. See Note 4.
52
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Product warranty (i) | 152,656 | 204,199 | 296,455 | 379,804 |
Provisions for labor, taxes and civil (ii) | 186,607 | 203,355 | 209,652 | 226,194 |
Post retirement benefits | 37,251 | 101,152 | 43,975 | 122,717 |
Taxes | 134,300 | 118,752 | 137,147 | 121,596 |
Environmental provision | 1,017 | 7,589 | 1,017 | 9,131 |
Loss provision investments (iii) | - | 408,221 | - | - |
Other | 98,022 | 116,099 | 62,255 | 79,973 |
609,853 | 1,159,367 | 750,501 | 939,415 | |
Current portion | 369,972 | 411,930 | 390,161 | 453,015 |
Non-current portion | 239,881 | 747,437 | 360,340 | 486,400 |
(i) Recorded to cover product-related expenditure, including warranties and contractual obligations to implement improvements to aircraft delivered in order to meet performance targets.
(ii) Provisions for labor, tax or civil contingencies, as shown in the table below Note 25.1.1.
(iii) Refers to provision for losses on investments relating to subsidiaries which have a net capital deficiency.
Change in provision:
Parent Company | ||||||||
Environmental Loss provision | ||||||||
Product | Post retirement | Provisions labor, | Taxes | Others | Total | |||
warranties | benefits | taxes and civil | provision | investments | ||||
At December 31, 2017 | 206,707 | 98,086 | 159,326 | 131,597 | 4,872 | 233,454 | 43,922 | 877,964 |
Additions | 64,675 | - | 92,939 | 82,857 | 4,600 | 134,766 | 64,740 | 444,577 |
Interest | - | 9,809 | 19,027 | - | - | - | - | 28,836 |
Disposals | (55,692) | (6,683) | (23,549) | (95,702) | (1,883) | - | - | (183,509) |
Reversals | (28,994) | - | (44,388) | - | - | - | - | (73,382) |
Translation adjustments | 17,503 | (60) | - | - | - | 40,001 | 7,437 | 64,881 |
At December 31, 2018 | 204,199 | 101,152 | 203,355 | 118,752 | 7,589 | 408,221 | 116,099 | 1,159,367 |
Additions | 14,152 | - | 3,270 | 33,558 | - | 134,766 | - | 185,746 |
Interest | - | 2,322 | 4,603 | - | - | - | - | 6,925 |
Disposals | (18,304) | - | (19,717) | (18,010) | (200) | - | (11,881) | (68,112) |
Reversals | (11,561) | - | (4,904) | - | - | - | - | (16,465) |
Translation adjustments | (3,121) | - | - | - | - | (55,148) | (6,196) | (64,465) |
Discontinued operation | (32,709) | (66,223) | - | - | (6,372) | (487,839) | - | (593,143) |
At March 31,2019 | 152,656 | 37,251 | 186,607 | 134,300 | 1,017 | - | 98,022 | 609,853 |
Consolidated | |||||||
Product | Post retirement | Provisions labor, | Taxes | Environmental | Others | Total | |
warranties | benefits | taxes and civil | provision | ||||
At December 31, 2017 | 334,597 | 119,385 | 179,159 | 138,327 | 6,030 | 83,168 | 860,666 |
Additions | 141,806 | 2,341 | 95,420 | 83,378 | 6,132 | 405 | 329,482 |
Interest | - | 10,549 | 19,869 | - | - | - | 30,418 |
Disposals | (90,937) | (8,878) | (24,554) | (100,109) | (2,857) | - | (227,335) |
Reversals | (46,032) | (831) | (45,674) | - | - | - | (92,537) |
Translation adjustments | 40,370 | 151 | 1,974 | - | (174) | (3,600) | 38,721 |
At December 31, 2018 | 379,804 | 122,717 | 226,194 | 121,596 | 9,131 | 79,973 | 939,415 |
Additions | 21,239 | 756 | 3,644 | 34,602 | - | - | 60,241 |
Interest | - | 2,486 | 4,759 | - | - | - | 7,245 |
Disposals | (21,821) | - | (19,925) | (18,150) | (350) | (5,502) | (65,748) |
Reversals | (28,455) | - | (4,802) | - | - | - | (33,257) |
Translation adjustments | (2,660) | 77 | (218) | - | 4 | (528) | (3,325) |
Discontinued operation | (51,652) | (82,061) | - | (901) | (7,768) | (11,688) | (154,070) |
At March 31,2019 | 296,455 | 43,975 | 209,652 | 137,147 | 1,017 | 62,255 | 750,501 |
53
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Tax relate d | ||||
Income tax (i) | 36,055 | 35,569 | 36,055 | 35,569 |
Social integration program and Social security financing contribution | 20,735 | 20,514 | 20,735 | 20,514 |
Social security contributions (ii) | 9,379 | 9,340 | 9,379 | 9,340 |
Import taxes (iii) | 3,114 | 3,100 | 3,114 | 3,100 |
FUNDAF | - | - | 532 | 474 |
Others | - | - | 905 | 902 |
Total Tax related | 69,283 | 68,523 | 70,720 | 69,899 |
Labor related | ||||
Plurimas 461/1379 (iv) | 26,596 | 38,594 | 26,596 | 38,594 |
Reintegration (v) | 16,899 | 25,772 | 17,960 | 27,189 |
Overtime (vi) | 20,417 | 23,366 | 20,417 | 23,366 |
Dangerousness (vii) | 2,941 | 3,948 | 2,941 | 3,948 |
Indemnity (vii) | 12,398 | 11,768 | 12,928 | 11,924 |
Third parties | 1,760 | 1,820 | 1,900 | 1,924 |
Others | 34,836 | 28,116 | 54,704 | 47,893 |
Total Labor related | 115,847 | 133,384 | 137,446 | 154,838 |
Civil related | ||||
Indemnity (ix) | 1,477 | 1,448 | 1,486 | 1,457 |
TotalCivil related | 1,477 | 1,448 | 1,486 | 1,457 |
186,607 | 203,355 | 209,652 | 226,194 | |
Current portion | 66,137 | 79,053 | 67,317 | 80,065 |
Non-current portion | 120,470 | 124,302 | 142,335 | 146,129 |
(i) | The Company has obtained an injunction to suspend collection of withholding tax related to values transferred overseas.
|
(ii) | The Company was notified by the authorities for failing to withhold social security contributions from service providers. These lawsuits are at the second court level.
|
(iii) | Deficiency and Penalty Notices issued against the Company involving the drawback regime, disputing possible differences in relation to the tax classification of certain products and is at the analysis stage in the Federal Supreme Court - STJ (Supremo Tribunal de Justiça).
|
(iv) | Refers to claims for backdated salary increases and productivity payments, brought by former employees.
|
(v) | Suits brought by former employees claiming reinstatement with the Company for various reasons.
|
(vi) | Requests for payment of alleged differences in relation to overtime.
|
(vii) | Requests that seek recognition of hazardous activity.
|
(viii) | Indemnity claims in connection with alleged work-related accidents, pain and suffering, etc.
|
(ix) | Other indemnity claims brought by parties that had some kind of legal relationship with the Company. |
The tax, labor and civil provisions are recorded in accordance with the Company's accounting policy and the amounts shown here represent the estimated amounts that the Company's legal department and its external counsel expect the Company to have to disburse to settle the lawsuits.
Contingent liabilities are amounts classified as possible losses, in accordance with the Company's accounting policy, in the opinion of the Company's legal department, supported by its external counsel. When the contingent liability arises from the same set of circumstances as an existing provision, the typeof the corresponding provision is indicated at the end of the description. The Company's main contingent liabilities are listed below:
54
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
· The Company has a legal discussion related to the ISSQN rate in the amount ofR$ 222,505 on March 31, 2019 (R$ 216,834 on December 31, 2018).
· The Company is involved in a legal dispute related to tax credits paid by its subsidiaries abroad amounting to R$ 76.4 on March 31, 2018 (R$ 60,000 on December 31, 2018).
· The Company has contingent liabilities amounting to R$ 106,353 on March 31, 2019, related to labor claim (R$ 141,032 on December 31, 2018).
· In October 2016, the Company finalized definitive agreements with the United States and Brazilian authorities for the settlement of allegations for non-compliance with anti-corruption laws in the US and certain Brazilian laws.
Under the final agreements with the DOJ (Department of Justice) and the SEC (Securities and Exchange Commission), the Company assumed the following main obligations:
· | Payment of US$ 98.2 million to the SEC (of which US$ 20.0 million or R$ 64.0 million due to the Brazilian Securities and Exchange Commission (CVM orComissão de Valores Mobiliários) and the Brazilian Federal Public Prosecutor’s Office (MPF orMinistério Público Federal) under the term of undertaking (TCAC orTermo de Compromisso de Ajuste de Conduta), as disgorgement of profits.
|
· | Payment of US$ 107.3 million to the DOJ as a penalty for one count of conspiracy to violate the anti-bribery and books and records provisions of the FCPA (Foreign Corrupt Practices Act) and one count of violating the internal controls provisions of the FCPA.
|
· | Under an agreement with the DOJ on conditional deferral of the Deferred Prosecution Agreement ("DPA") against the Company, it agreed that liability for the recognized facts will be deferred for 03 (three) years, after which period the charges will be dismissed if the Company does not violate the terms of the DPA.; and
|
· | To contract external and independent monitoring for a period of 03 (three) years. |
In February 2017, the United States authorities appointed a monitor as required under the above-mentioned definitive agreements with the United States authorities.As expected, the monitor annually presents reports containing certain observations and recommendations to further improve theCompany's compliance program, including the review or creation of anti-corruption and compliance related policies and procedures.
As a consequence of the definitive agreements withthe United States and Brazilian authorities, Embraer and the AttorneyGeneral’s Office of the Dominican Republicexecuted a collaboration agreement on July 28, 2018. Under the terms of the agreement, the Company undertook to cooperate with the investigation of facts related to the transaction occurred in that country and paid US$ 7.04 million to the Dominican State.
Related proceedings and other developments are ongoing and could result in additional fines that may be substantial and possibly other sanctions and adverse consequences, which may besubstantial. The Company believes that there is no adequate basis for estimating accruals or quantifying possible contingencies related to these matters.
55
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
· Class Action: In August 2016, a putative securities class action was filed in a US court against the Company and certain of its former and current executives. In March 30, 2018, the court judged the motion to dismiss in favor of the Company and there was no appeal against this decision, thus the lawsuit was closed.
03.31.2019 | |||||
Fair value through | Fair value | ||||
Note | Am ortised cost | other | through profit or | Total | |
com prehensive | loss | ||||
incom e | |||||
Assets | |||||
Cash and cash equivalents | 5 | 996,827 | - | - | 996,827 |
Accounts receivable from subsidiaries | 571,003 | - | - | 571,003 | |
Financial investments | 6 | - | 38,620 | 3,064,501 | 3,103,121 |
Trade accounts receivable, net | 7 | 266,199 | - | - | 266,199 |
Contract assets | 530,372 | - | - | 530,372 | |
Derivative financial instruments | 8 | - | - | 5,958 | 5,958 |
Other Assets | 139,295 | - | - | 139,295 | |
2,503,696 | 38,620 | 3,070,459 | 5,612,775 | ||
Liabilities | |||||
Loans and financing | 20 | 261,469 | - | - | 261,469 |
Lease liability | 16 | 42,233 | - | - | 42,233 |
Trade accounts payable and others liabilities | 1,067,770 | - | - | 1,067,770 | |
Derivative financial instruments | 8 | - | - | 9,726 | 9,726 |
1,371,472 | - | 9,726 | 1,381,198 |
12.31.2018 | |||||
Fair value through | Fair value | ||||
Note | Am ortised cost | other | through profit or | Total | |
com prehensive | loss | ||||
incom e | |||||
Assets | |||||
Cash and cash equivalents | 5 | 3,087,879 | - | - | 3,087,879 |
Accounts receivable from subsidiaries | 912,856 | 912,856 | |||
Financial investments | 6 | 189,278 | 926,523 | 4,744,449 | 5,860,250 |
Guarantee deposits | 10 | 1,253,823 | - | - | 1,253,823 |
Contract assets | 378,275 | - | - | 378,275 | |
Trade accounts receivable, net | 7 | 428,612 | - | - | 428,612 |
Derivative financial instruments | 8 | - | - | 36,018 | 36,018 |
Other assets | 158,854 | - | - | 158,854 | |
6,409,577 | 926,523 | 4,780,467 | 12,116,567 | ||
Liabilities | |||||
Loans and financing | 20 | 11,846,948 | - | - | 11,846,948 |
Trade accounts payable and others liabilities | 4,318,110 | - | - | 4,318,110 | |
Financial guarantee and of residual value | 24 | - | - | 485,982 | 485,982 |
Derivative financial instruments | 8 | - | - | 30,527 | 30,527 |
16,165,058 | - | 516,509 | 16,681,567 |
56
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
03.31.2019 | |||||
Fair value through | Fair value | ||||
Note | Am ortised cost | other | through profit or | Total | |
com prehensive | loss | ||||
incom e | |||||
Assets | |||||
Cash and cash equivalents | 5 | 2,261,478 | - | - | 2,261,478 |
Financial investments | 6 | - | 124,495 | 3,307,146 | 3,431,641 |
Guarantee deposits | 10 | 1,567 | - | - | 1,567 |
Collateralized accounts receivable | 101,092 | - | - | 101,092 | |
Contract assets | 1,653,050 | - | - | 1,653,050 | |
Trade accounts receivable, net | 7 | 792,074 | - | - | 792,074 |
Derivative financial instruments | 8 | - | - | 7,053 | 7,053 |
Other assets | 143,204 | - | - | 143,204 | |
4,952,465 | 124,495 | 3,314,199 | 8,391,159 | ||
Liabilities | |||||
Loans and financing | 20 | 483,359 | - | - | 483,359 |
Lease liability | 16 | 196,596 | - | - | 196,596 |
Trade accounts payable and others liabilities | 2,002,074 | - | - | 2,002,074 | |
Derivative financial instruments | 8 | - | - | 10,747 | 10,747 |
2,682,029 | - | 10,747 | 2,692,776 |
12.31.2018 | |||||
Fair value through | Fair value | ||||
Note | Am ortised cost | other | through profit or | Total | |
com prehensive | loss | ||||
incom e | |||||
Assets | |||||
Cash and cash equivalents | 5 | 4,963,041 | - | - | 4,963,041 |
Financial investments | 6 | 189,278 | 1,967,332 | 5,309,606 | 7,466,216 |
Guarantee deposits | 10 | 1,354,828 | - | - | 1,354,828 |
Collateralized accounts receivable | 9 | 913,687 | - | - | 913,687 |
Contract assets | 1,387,086 | - | - | 1,387,086 | |
Trade accounts receivable, net | 7 | 1,232,276 | - | - | 1,232,276 |
Customer and commercial financing | 45,672 | - | - | 45,672 | |
Derivative financial instruments | 8 | - | - | 37,114 | 37,114 |
Other assets | 256,555 | - | - | 256,555 | |
10,342,423 | 1,967,332 | 5,346,720 | 17,656,475 | ||
Liabilities | |||||
Loans and financing | 20 | 14,134,065 | - | - | 14,134,065 |
Trade accounts payable and others liabilities | 6,007,915 | - | - | 6,007,915 | |
Financial guarantee and of residual value | 24 | 58,059 | - | 485,982 | 544,041 |
Derivative financial instruments | 8 | - | - | 31,194 | 31,194 |
20,200,039 | - | 517,176 | 20,717,215 |
26.2 Fair value of financial instruments
The fair value of the Company's financial assets and liabilities was determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to generate estimates of fair values. Consequently, the estimates presented below are not necessarily indicative of the amounts that might be realized in current market exchange. The use of different assumptions and/or methodologies could have a material effect on the estimated realizable values.
The following methods were used to estimate the fair value of each category of financial instrument for which it is possible to estimate the fair value.
The carrying amounts of cash, financial investments, accounts receivable, other financial assets and current liabilities are approximately their fair values. The methods below were used to estimate the fair value of other class of financial instruments for which fair value is adopted.
57
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Financial investments – The fair value of securities measured at amortized cost is estimated by the discounted cash flow methodology. For investments in corporate bonds, the unit price on the last trading day at the end of the reporting period is multiplied by the amount invested.
Loans and financing – The fair value of bonds is the unit price on the last trading day at the end of the reporting period multiplied by the quantity issued. For other loans and financing, fair value is based on the amount of contractual cash flows and the discount rate used is based on the rate for contracting of a new transaction in similar conditions or in the lack thereof, on the future curve for the flow of each obligation.
The Company considers "fair value" to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observable inputs. The three Levels of the fair value hierarchy are as follows:
The following table lists the Company's financial assets and liabilities by level within the fair value hierarchy. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. On March 31, 2019, there were no changes in the fair value methodology of the financial instruments and, therefore, there were no transfers between levels.
58
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
03.31.2019 | |||||||
Fair value of the | |||||||
Level 2 | Level 3 | Total | other financial | Fair value | Book value | ||
instruments | |||||||
Assets | |||||||
Cash and cash equivalents | 5 | - | - | - | 996,827 | 996,827 | 996,827 |
Accounts receivable from subsidiaries | - | - | - | 571,003 | 571,003 | 571,003 | |
Financial investments | 6 | 3,102,362 | 759 | 3,103,121 | - | 3,103,121 | 3,103,121 |
Contract assets | - | - | - | 530,372 | 530,372 | 530,372 | |
Trade accounts receivable, net | 7 | - | - | - | 266,199 | 266,199 | 266,199 |
Derivative financial instruments | 8 | 5,958 | - | 5,958 | - | 5,958 | 5,958 |
Other assets | - | - | - | 139,295 | 139,295 | 139,295 | |
3,108,320 | 759 | 3,109,079 | 2,503,696 | 5,612,775 | 5,612,775 | ||
Liabilities | |||||||
Loans and financing | 20 | - | - | - | 261,469 | 226,565 | 261,469 |
Lease liability | 16 | - | - | - | 42,233 | 42,233 | 42,233 |
Trade accounts payable and others liabilities | - | - | - | 1,067,770 | 1,067,770 | 1,067,770 | |
Derivative financial instruments | 8 | 9,726 | - | 9,726 | - | 9,726 | 9,726 |
9,726 | - | 9,726 | 1,371,472 | 1,346,294 | 1,381,198 |
12.31.2018 | |||||||
Fair value of the | |||||||
Level 2 | Level 3 | Total | other financial | Fair Value | Book value | ||
instruments | |||||||
Assets | |||||||
Cash and cash equivalents | 5 | ||||||
- | - | - | 3,087,879 | 3,087,879 | 3,087,879 | ||
Accounts receivable from subsidiaries | - | - | - | 912,856 | 912,856 | 912,856 | |
Financial investments | 6 | 5,670,213 | 759 | 5,670,972 | 189,278 | 5,857,312 | 5,860,250 |
Contract assets | - | - | - | 378,275 | 378,275 | 378,275 | |
Guarantee Deposits | 10 | - | - | - | 1,253,823 | 1,253,823 | 1,253,823 |
Trade accounts receivable, net | 7 | - | - | - | 428,612 | 428,612 | 428,612 |
Derivative financial instruments | 8 | 36,018 | - | 36,018 | - | 36,018 | 36,018 |
Other assets | - | - | - | 158,854 | 158,854 | 158,854 | |
5,706,231 | 759 | 5,706,990 | 6,409,577 | 12,113,629 | 12,116,567 | ||
Liabilities | |||||||
Loans and financing | 20 | - | - | - | 11,846,948 | 11,798,950 | 11,846,948 |
Trade accounts payable and others liabilities | - | - | - | 4,318,110 | 4,318,110 | 4,318,110 | |
Financial guarantee and of residual value | 24 | - | 485,982 | 485,982 | - | 485,982 | 485,982 |
Derivative financial instruments | 8 | 30,527 | - | 30,527 | - | 30,527 | 30,527 |
30,527 | 485,982 | 516,509 | 16,165,058 | 16,633,569 | 16,681,567 |
Fair value of financial instruments | ||
measurement using significant | ||
unobservable im puts (Level 3) | ||
Assets | Liabilities | |
At 12.31.2017 | 759 | 360,345 |
Market value | - | 65,819 |
Translation adjustments | - | 59,818 |
At 12.31.2018 | 759 | 485,982 |
Market value | - | (31,430) |
Exchange variation | 2,337 | |
Descontinued operation | (456,889) | |
At 03.31.2019 | 759 | - |
59
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
03.31.2019 | |||||||
Fair value of the | |||||||
Level 2 | Level 3 | Total | other financial | Fair value | Book value | ||
instruments | |||||||
Assets | |||||||
Cash and cash equivalents | 5 | - | - | - | 2,261,478 | 2,261,413 | 2,261,478 |
Financial investments | 6 | 3,188,237 | 243,404 | 3,431,641 | - | 3,431,641 | 3,431,641 |
Guarantee deposits | 10 | - | - | - | 1,567 | 1,567 | 1,567 |
Collateralized accounts receivable | - | - | - | 101,092 | 101,092 | 101,092 | |
Contract assets | - | - | - | 1,653,050 | 1,653,050 | 1,653,050 | |
Trade accounts receivable, net | 7 | - | - | - | 792,074 | 792,074 | 792,074 |
Derivative financial instruments | 8 | 7,053 | - | 7,053 | - | 7,053 | 7,053 |
Other assets | - | - | - | 143,204 | 143,204 | 143,204 | |
3,195,290 | 243,404 | 3,438,694 | 4,952,465 | 8,391,094 | 8,391,159 | ||
Liabilities | |||||||
Loans and financing | 20 | - | - | - | 483,359 | 454,158 | 483,359 |
Lease liability | - | - | - | 196,596 | 196,596 | 196,596 | |
Trade accounts payable and others liabilities | - | - | 2,002,074 | 2,002,074 | 2,002,074 | ||
Derivative financial instruments | 8 | 10,747 | - | 10,747 | - | 10,747 | 10,747 |
10,747 | - | 10,747 | 2,682,029 | 2,663,575 | 2,692,776 |
12.31.2018 | |||||||
Fair value of the | |||||||
Level 2 | Level 3 | Total | other financial | Fair Value | Book Value | ||
instruments | |||||||
Assets | |||||||
Cash and cash equivalents | 5 | - | - | - | 4,963,041 | 4,963,041 | 4,963,041 |
Financial investments | 6 | 7,044,841 | 232,097 | 7,276,938 | 189,278 | 7,463,284 | 7,466,216 |
Guarantee Deposits | 10 | - | - | - | 1,354,828 | 1,354,828 | 1,354,828 |
Collateralized accounts receivable | - | - | - | 913,687 | 913,687 | 913,687 | |
Contract assets | - | - | - | 1,387,086 | 1,387,086 | 1,387,086 | |
Trade accounts receivable, net | 7 | - | - | - | 1,232,276 | 1,232,276 | 1,232,276 |
Customer and commercial financing | 9 | - | - | - | 45,672 | 45,672 | 45,672 |
Derivative financial instruments | 8 | 37,114 | - | 37,114 | - | 37,114 | 37,114 |
Other assets | - | - | - | 256,555 | 256,555 | 256,555 | |
7,081,955 | 232,097 | 7,314,052 | 10,342,423 | 17,653,543 | 17,656,475 | ||
Liabilities | |||||||
Loans and financing | 20 | - | - | - | 14,134,065 | 14,556,949 | 14,134,065 |
Trade accounts payable and others liabilities | - | - | - | 6,007,915 | 6,007,915 | 6,007,915 | |
Financial guarantee and of residual value | 24 | - | 485,982 | 485,982 | 58,059 | 544,041 | 544,041 |
Derivative financial instruments | 8 | 31,194 | - | 31,194 | - | 31,194 | 31,194 |
31,194 | 485,982 | 517,176 | 20,200,039 | 21,140,099 | 20,717,215 |
Fair value of financial instruments | ||
m easurement using significant | ||
unobservable imputs (Level 3) | ||
Assets | Liabilities | |
At 12.31.2017 | 197,365 | 360,345 |
Adding Shares | 5,236 | - |
Disposal Claim | (2,003) | - |
Market value | 3,729 | 65,819 |
Translation adjustments | - | 59,818 |
Exchange variation | 27,770 | - |
At 12.31.2018 | 232,097 | 485,982 |
Adding Shares | 8,791 | - |
Market value | - | (31,430) |
Translation adjustments | 2,516 | 2,337 |
Descontinued operation | - | (456,889) |
At 03.31.2019 | 243,404 | - |
60
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
The Company has and follows a risk management policy, which involves the diversification of transactions and counterparties, with the objective of identifying the risks related to the financial transactions, as well as the operational directives related to these financial transactions. The policy provides for regular monitoring and management of the nature and general situation of the financial risks in order to assess the results and the financial impact on cash flows. The credit limits and risk rating of the counterparties are also reviewed periodically.
The Company's risk management policy is part of the financial management policy established by the Executive Directors and approved by the Board of Directors and provides for monitoring by a Financial Management Committee. Under this policy, the market risks are mitigated when there are no offsetting elements in the Company's operations and when it is considered necessary to support the corporate strategy. The Company's internal control procedures provide for consolidated monitoring and supervision of the financial results and of the impact on cash flows.
The Financial Management Committee assists the Financial Department in examining and reviewing information in relation to the economic scenario and its potential impact on the Company's operations, including significant risk management policies, procedures, and practices.
The financial risk management policy includes the use of derivative financial instruments to mitigate the effects of interest rate fluctuations and to reduce the exposure to exchange rate risk. The use of these instruments for speculative purposes is forbidden.
The Company uses capital management to ensure the continuity of its investment program and offer a return to its shareholders and benefits to its stakeholders and also to maintain an optimized capital structure in order to reduce costs.
The Company may review its dividends payment policy, payback capital to the shareholders, issue new shares or sell assets in order to maintain or adjust its capital structure (to reduce indebtedness, for instance).
Liquidity and the leverage level are constantly monitored in order to mitigate refinancing risk and to maximize the return to the shareholders. The ratio between the liquidity and the return to the shareholders may be changed pursuant to the assessment of the Board of Directors.
The Company's capital management may be modified to adjust to changes in the economic scenario or strategic repositioning of the Company.
In the period ended March 31, 2019, considering the reclassification of the group of assets and liabilities associated with Commercial Aviation business for held for sale (Note 4), the cash and cash equivalents and financial investments was higher than the financial indebtedness of the Company by R$ 5,209,760 and, without considering the position was lower by R$ 4,300,640. On December 31, 2018 the consolidated cash and cash equivalents and financial investment were lower than financial indebtedness by R$ 1,704,808.
Of the total financial indebtedness as of March 31, 2019, 29.3% was short-term (4.9% as of December 31, 2018) and the average weighted term was equivalent to 5.4 years on March 31, 2019 (5.5 years as of December 31, 2018).
61
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Credit risk is the risk of a counterparty to a transaction not meeting an obligation established in a financial instrument, or in the negotiation of sales to customers, leading to a financial loss. The Company is exposed to credit risk in its operational activities, cash held in banks and other investments in financial instruments held in financial institutions.
The credit risk of cash and cash equivalents and financial investments which is managed by the Financial Department is in accordance with the risk management policy. The credit limit of counterparties is reviewed on a daily basis in order to not to exceed the limits established mitigating possible losses generated by the bankruptcy of a counterparty, as well as transactions are carried out with counterparties with investmentgrade by risk rating agencies (Fitch,Moody’s eStandard and Poor’s). The Financial Management Committee assists the Financial Department in examining and reviewing operations with counterparties.
As of March 31, 2019, all financial investments classified at amortized cost and at fair value through other comprehensive income are considered as low credit risk and are in compliance. This definition is aligned with the financial and risk management policy of the Company.
The result from the expected credit loss model set forth in IFRS 9/ CPC 48 for balances of cash and cash equivalents and financial investments was immaterial.
The Company may incur losses on amounts receivable from sales of spare parts and services to mitigate this credit risk associated with installment sales, a credit risk analysis is carried out which considers qualitative aspects, including the experience of past transactions and quantitative aspects, when applicable, based on financial information.The possible worsening of the risk and/or payment by the customer can impact the continuity of supply of parts and services, which may prevent the operation of aircraft.
The Company applies the simplified approach of IFRS 9/CPC 48 to measure expected credit losses on the balance of accounts receivable.
To measure expected credit losses, balances receivable are grouped by the period receivables are outstanding, and the expected loss factor is applied based on real credit loss experience for each period, which factor may increase gradually to the extent the receivable continues outstanding. For balances not outstanding, the expected credit loss is calculated based on the past 10-year experience and monitoring of prospective trends.On March 31, 2019 the expected loss factor is0.4% in the parent company and1.4% in the consolidated.
The contractassets refer to agreements in progress not billed related mainly to development contracts recognized over time in the Defense and Security segment.
The credit risk characteristic of Defense and Security customers is different from the others, considering that the counterparties are only government entities and agencies.The risk, in this case, is associated with the sovereign risk of each country, mainly Brazil, and also the continuity of strategic projects in progress for which the Company normally has executable right to receive for the work completed to date.Historically, the Company does not present losses on accounts receivable and contractual assets with these counterparties.
62
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Trade accounts receivables and contractual assets are written down when there is no reasonable expectation of recovery.Indications that there is no expected recovery include, among others: debtor’s incapacity to participate in a debt restructuring plan or the legal processes were all depleted.
Other financial assets measured at amortized cost include: guarantee deposits, collateralized accounts receivable, customer financing, court-mandated escrow deposits and loan with joint operation. The result from the adoption of the expected credit loss model set forth in IFRS 9/CPC 48 for the other financial assets was immaterial, except for the intercompany loans in the Parent Company, where recognized losses were R$ 69,490 (R$ 67,226 on December 31, 2018).
In addition to these transactions, the Company has guarantees, such as deposits in financial institutions assessed as investment grade, linked assets or other contractual guarantees, which also mitigates the risk of loss in these assets.
It is the risk that the Company may not have sufficient funds to honor its financial commitments as a result of mismatching of terms or volumes between expected receipts and payments.
Projections and assumptions are established to manage the liquidity of cash in dollars and reais, in accordance with the financial management policy, based on contracts for future disbursements and receipts, and monitored daily by the Company. Accordingly, possible mismatches are detected well in advance allowing the Company to adopt mitigation measures to reduce risks and financial cost.
The following table provides additional information related to undiscounted contractual obligations and commercial commitments and their respective maturities.
a) Parent Company
Total | Less than one | One to three | Three to five | More than five | |
year | years | years | years | ||
At March 31, 2019 | |||||
Loans and financing | 273,201 | 109,717 | 129,816 | 33,668 | - |
Lease liability | 57,241 | 9,831 | 18,434 | 25,612 | 3,364 |
Trade accounts payable | 669,453 | 669,453 | - | - | - |
Other liabilities | 553,410 | 432 | 209,156 | 241,889 | 101,933 |
Total | 1,553,305 | 789,433 | 357,406 | 301,169 | 105,297 |
At December 31, 2018 | |||||
Loans and financing | 15,265,365 | 1,116,555 | 2,369,791 | 4,997,796 | 6,781,223 |
Trade accounts payable | 2,738,635 | 2,738,635 | - | - | - |
Financial guarantees | 531,068 | 139,448 | 154,475 | 121,244 | 115,901 |
Other liabilities | 1,137,161 | 9,053 | 233,426 | 794,552 | 100,130 |
Total | 19,672,229 | 4,003,691 | 2,757,692 | 5,913,592 | 6,997,254 |
63
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
b) Consolidated
Total | Less than one | One to three | Three to five | More than five | |
year | years | years | years | ||
At March 31, 2019 | |||||
Loans and financing | 544,481 | 155,707 | 211,509 | 42,819 | 134,446 |
Lease liability | 271,387 | 45,946 | 76,028 | 78,938 | 70,475 |
Trade accounts payable | 1,173,561 | 1,173,561 | - | - | - |
Recourse and non recourse debt | 101,092 | 38,168 | 25,113 | 25,463 | 12,348 |
Other liabilities | 470,885 | 6,277 | 213,865 | 242,641 | 8,102 |
Total | 2,561,406 | 1,419,659 | 526,515 | 389,861 | 225,371 |
At December 31, 2018 | |||||
Loans and financing | 18,216,470 | 1,243,880 | 3,360,545 | 5,214,290 | 8,397,755 |
Trade accounts payable | 3,456,814 | 3,456,814 | - | - | - |
Recourse and non recourse debt | 1,322,748 | 1,255,520 | 29,631 | 25,319 | 12,278 |
Financial guarantees | 589,127 | 197,507 | 154,475 | 121,244 | 115,901 |
Other liabilities | 880,870 | 20,858 | 357,447 | 369,206 | 133,359 |
Total | 24,466,029 | 6,174,579 | 3,902,098 | 5,730,059 | 8,659,293 |
The table above shows the outstanding principal and interest if applicable at the maturity dates. In the case of the fixed rate liabilities, interest expense was calculated based on the rate established in each debt contract. Interest expense on floating rate liabilities was calculated based on a market forecast for each period (e.g. LIBOR 6m - 12m)
a) Interest rate risk
This risk arises from the possibility of the Company incurring losses from interest rates fluctuations which might increase the financial expenses of financial liabilities and/or decrease the financial income on financial assets, as well as negatively impacting the fair value of financial assets measured at fair value. The lines of the Consolidated financial statements most affected by interest rate risks are:
· | Cash, cash equivalents and financial investments - Company policy for managing the risk of fluctuations in interest rates on financial investments is to measure market risk by the Value-At-Risk - VAR methodology, analyzing a variety of risk factors that might affect the return on the investments.
|
· | Loans and financing - the Company monitors the financial Market to evaluate the potential need to contract derivative transactions to protect against the risk of volatility in foreign currencies and interest according to the Financial Management Policy. |
On March 31, 2019, the Company's cash, cash equivalents, financial investments and loans, and financing were indexed as follows:
64
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
a.1) Parent Company
Without derivative effect | Pre-fixed | Post-fixed | Total | |||
Amount | % | Amount | % | Amount | % | |
Cash, cash equivalents and financial | ||||||
investments | 3,303,845 | 80.58% | 796,103 | 19.42% | 4,099,948 | 100.00% |
Loans and financing | 258,016 | 98.68% | 3,453 | 1.32% | 261,469 | 100.00% |
With derivative effect | Pre-fixed | Post-fixed | Total | |||
Amount | % | Amount | % | Amount | % | |
Cash, cash equivalents and financial | ||||||
investments | 3,303,845 | 80.58% | 796,103 | 19.42% | 4,099,948 | 100.00% |
Loans and financing | - | 0.00% | 261,469 | 100.00% | 261,469 | 100.00% |
a.2) Consolidated
Without derivative effect | Pre-fixed | Post-fixed | Total | |||
Amount | % | Amount | % | Amount | % | |
Cash, cash equivalents and financial investments | 4,454,996 | 78.25% | 1,238,123 | 21.75% | 5,693,119 | 100.00% |
Loans and financing | 258,017 | 53.38% | 225,342 | 46.62% | 483,359 | 100.00% |
With derivative effect | Pre-fixed | Post-fixed | Total | |||
Amount | % | Amount | % | Amount | % | |
Cash, cash equivalents and financial investments | 4,454,996 | 78.25% | 1,238,123 | 21.75% | 5,693,119 | 100.00% |
Loans and financing | 9,813 | 2.03% | 473,546 | 97.97% | 483,359 | 100.00% |
On March 31, 2019, the Company's cash, cash equivalents and loans, and financing were indexed as follows:
a.3) Parent Company
Without derivative effect | With derivative effect | |||
Amount | % | Amount | % | |
Cash equivalents and financial investments | 796,103 | 100.00% | 796,103 | 100.00% |
CDI | 796,103 | 100.00% | 796,103 | 100.00% |
Loans and financing | 3,453 | 100.00% | 261,469 | 100.00% |
. CDI | - | 0.00% | 258,016 | 98.68% |
. TJLP | 3,453 | 100.00% | 3,453 | 1.32% |
a.4) Consolidated
Without derivative effect | With derivative effect | |||
Amount | % | Amount | % | |
Cash equivalents and financial investments | 994,719 | 100.00% | 994,719 | 100.00% |
CDI | 994,719 | 100.00% | 994,719 | 100.00% |
Loans and financing | 225,342 | 100.00% | 473,546 | 100.00% |
. CDI | - | 0.00% | 258,016 | 54.48% |
. LIBOR | 221,888 | 98.47% | 212,076 | 44.79% |
. TJLP | 3,454 | 1.53% | 3,454 | 0.73% |
65
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
b) Foreign exchange rate risk
The Company's functional currency is the US dollar (Note 2.2.1).
Consequently, the Company's operations most exposed to foreign exchange gains/losses are those denominated in Reais (labor costs, taxes, local expenses, financial investments and loans, and financing) as well as assets and liabilities in subsidiaries with a currency different from their functional currency.
Company policy for protection against foreign exchange risks on assets and liabilities is mainly based on seeking to maintain a balance between assets and liabilities indexed in each currency and daily management of foreign currency purchases and sales to ensure that, on the realization of the transactions contracted, this natural hedge will occur. This policy minimizes the effect of exchange rate changes on assets and liabilities already contracted, but does not protect against the risk of fluctuations in future results due to the appreciation or depreciation of the Real that can, when measured in dollars, show an increase or reduction in the portion of costs denominated in Reais.
Under certain market conditions, the Company may protect itself against potential future mismatches of expenses and revenues denominated in foreign currency, to minimize the effects of future exchange variations on the Company's profit or loss.
Efforts to minimize the foreign exchange risk for rights and liabilities denominated in currencies other than the functional currency may involve transactions with derivatives, such as swaps, exchange options and Non-Deliverable Forwards ("NDF"),Note 8.
The Company had assets and liabilities denominated in several currencies, as shown below:
66
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
b.1) Parent Company
03.31.2019 | 12.31.2018 | |
Loans and financing | ||
Brazilian reais | 261,469 | 1,110,278 |
U.S. dollars | - | 10,736,670 |
261,469 | 11,846,948 | |
Trade accounts payable | ||
Brazilian reais | 70,990 | 297,355 |
U.S. dollars | 584,919 | 2,417,842 |
Euro | 8,205 | 19,594 |
Other currencies | 5,339 | 3,844 |
669,453 | 2,738,635 | |
Total (1) | 930,922 | 14,585,583 |
Cash and cash equivalents and | ||
financial investments | ||
Brazilian reais | 802,299 | 1,313,240 |
U.S. dollars | 3,295,044 | 7,633,533 |
Other currencies | 2,605 | 1,356 |
4,099,948 | 8,948,129 | |
Trade accounts receivable: | ||
Brazilian reais | 20,846 | 33,207 |
U.S. dollars | 233,301 | 376,761 |
Euro | 12,052 | 18,644 |
266,199 | 428,612 | |
Total (2) | 4,366,147 | 9,376,741 |
Net exposure (1 - 2): | ||
Brazilian reais | (490,686) | 61,186 |
U.S. dollars | (2,943,426) | 5,144,218 |
Euro | (3,847) | 950 |
Other currencies | 2,734 | 2,488 |
67
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
b.2) Consolidated
03.31.2019 | 12.31.2018 | |
Loans and financing | ||
Brazilian reais | 261,469 | 1,110,277 |
U.S. dollars | 221,890 | 12,947,672 |
Euro | - | 76,116 |
483,359 | 14,134,065 | |
Trade accounts payable | ||
Brazilian reais | 79,775 | 298,627 |
U.S. dollars | 999,912 | 2,772,884 |
Euro | 88,000 | 105,392 |
Other currencies | 5,874 | 279,911 |
1,173,561 | 3,456,814 | |
Total (1) | 1,656,920 | 17,590,879 |
Cash and cash equivalents and | ||
financial investments | ||
Brazilian reais | 1,002,778 | 1,575,009 |
U.S. dollars | 4,601,649 | 10,643,260 |
Euro | 84,989 | 184,764 |
Other currencies | 3,703 | 26,224 |
5,693,119 | 12,429,257 | |
Trade accounts receivable: | ||
Brazilian reais | 28,483 | 41,227 |
U.S. dollars | 669,487 | 1,062,698 |
Euro | 94,104 | 128,348 |
Other currencies | - | 3 |
792,074 | 1,232,276 | |
Total (2) | 6,485,193 | 13,661,533 |
Net exposure (1 - 2): | ||
Brazilian reais | (690,017) | (207,332) |
U.S. dollars | (4,049,334) | 4,014,598 |
Euro | (91,093) | (131,604) |
Other currencies | 2,171 | 253,684 |
The Company has other financial assets and liabilities also influenced by foreign exchange variations that are not included in the table above. They are used to minimize exposure in the currencies presented.
In the terms defined by CVM, in Instruction 475/08, in order to present positive and negative variations of 25% and 50% in the risk variable considered, a sensitivity analysis of the financial instruments, including derivatives, is presented below.
The table below illustrates the sensitivity analysis of financial instruments that describes the effects on inflation adjustments and exchange rate changes, as well as on financial income and expenses at the carrying amounts recognized on March 31, 2018, should the changes in the identified risk component actually took place.
68
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
However, statistical simplifications were made in the isolating of the variability of the risk factor in question. As a result, the estimates presented below are not necessarily indicative of the amounts that might be determined in the next financial statements. The use of different assumptions and/or approaches might have a material impact on the estimates presented below.
Using the amounts disclosed in the tables below and assuming that such amounts remain constant, we have determined the interest and foreign exchange fluctuation differential for each of the projected scenarios.
In assessing the amounts subject to interest rate risk, only the risks for the financial statements are taken into consideration, that is, transactions subject to fixed interest were not included. The probable scenario is based on a possible change in each of the variables indicated, and the positive and negative changes by 25% and 50% were applied on the rates prevailing at the end of the reporting period.
In the sensitivity analysis of derivative contracts, positive and negative variations of 25% and 50% were applied to the market yield curve (B3) as of the reporting date.
a) Parent Company
Additional variations in book balances (*) | |||||||
Amounts | |||||||
Risk factor | exposed at | -50% | -25% | Probable | +25% | +50% | |
03.31.2019 | scenario | ||||||
Cash, cash equivalents and financial investments | CDI | 796,103 | (25,077) | (12,141) | 796 | 13,733 | 26,669 |
Net impact | CDI | 796,103 | (25,077) | (12,141) | 796 | 13,733 | 26,669 |
Loans and financing | TJLP | (3,453) | (135) | (81) | (27) | 27 | 81 |
Net impact | TJLP | (3,453) | (135) | (81) | (27) | 27 | 81 |
Rates considered | CDI | 6.40% | 3.25% | 4.88% | 6.50% | 8.13% | 9.75% |
Rates considered | TJLP | 7.03% | 3.13% | 4.70% | 6.26% | 7.83% | 9.39% |
(*) The positive and negative variations of 25% and 50% were applied on the current rates. Effects of changes in income for the period. |
b) Consolidated
Additional variations in book balances (*) | |||||||
Amounts | |||||||
Risk factor | exposed at | -50% | -25% | Probable | +25% | +50% | |
03.31.2019 | scenario | ||||||
Cash equivalents and financial investments | CDI | 994,719 | (31,334) | (15,169) | 995 | 17,159 | 33,323 |
Net impact | CDI | 994,719 | (31,334) | (15,169) | 995 | 17,159 | 33,323 |
Loans and financing | LIBOR | (112,931) | 1,506 | 767 | 28 | (710) | (1,449) |
Net impact | LIBOR | (112,931) | 1,506 | 767 | 28 | (710) | (1,449) |
Loans and financing | TJLP | (3,454) | 135 | 81 | 27 | (27) | (82) |
Net impact | TJLP | (3,454) | 135 | 81 | 27 | (27) | (82) |
Rates considered | CDI | 6.40% | 3.25% | 4.88% | 6.50% | 8.13% | 9.75% |
Rates considered | LIBOR | 2.64% | 1.31% | 1.96% | 2.62% | 3.27% | 3.92% |
Rates considered | TJLP | 7.03% | 3.13% | 4.70% | 6.26% | 7.83% | 9.39% |
(*) The positive and negative variations of 25% and 50% were applied on the current rates. Effects of changes in income for the period. |
69
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
a) Parent Company
Additional variations in book balances (*) | |||||||
Amounts | Probable | ||||||
Risk factor | exposed at | -50% | -25% | +25% | +50% | ||
03.31.2019 | scenario | ||||||
Assets | |||||||
Cash, cash equivalents and financial investments | R$ | 802,302 | 411,105 | 215,508 | 19,910 | (175,688) | (371,286) |
Other assets | R$ | 1,654,176 | 847,613 | 444,331 | 41,050 | (362,232) | (765,513) |
2,456,478 | 1,258,718 | 659,839 | 60,960 | (537,920) | (1,136,799) | ||
Liabilities | |||||||
Loans and financing | R$ | (261,469) | (133,979) | (70,234) | (6,489) | 57,257 | 121,002 |
Other liabilities | R$ | (2,162,266) | (1,107,962) | (580,810) | (53,659) | 473,493 | 1,000,645 |
(2,423,735) | (1,241,941) | (651,044) | (60,148) | 530,750 | 1,121,647 | ||
Net impact | 32,743 | 16,777 | 8,795 | 812 | (7,170) | (15,152) | |
Exchange rate considered | 3.8967 | 1.9000 | 2.8500 | 3.8000 | 4.7500 | 5.7000 | |
(*) The positive and negative variations of 25% and 50% were applied on the current rates. Effects of changes in income for the period. |
b) Consolidated
Additional variations in book balances (*) | |||||||
Amounts | Probable | ||||||
Risk factor | exposed at | -50% | -25% | +25% | +50% | ||
03.31.2019 | scenario | ||||||
Assets | |||||||
Cash, cash equivalents and financial investments | R$ | 1,002,778 | 513,831 | 269,358 | 24,885 | (219,588) | (464,062) |
Other assets | R$ | 21,217 | 10,872 | 5,699 | 527 | (4,646) | (9,819) |
1,023,995 | 524,703 | 275,057 | 25,412 | (224,234) | (473,881) | ||
Liabilities | |||||||
Loans and financing | R$ | (261,469) | (133,979) | (70,234) | (6,489) | 57,257 | 121,002 |
Other liabilities | R$ | (85,105) | (43,608) | (22,860) | (2,112) | 18,636 | 39,385 |
(346,574) | (177,587) | (93,094) | (8,601) | 75,893 | 160,387 | ||
Net impact | 677,421 | 347,116 | 181,963 | 16,811 | (148,341) | (313,494) | |
Exchange rate considered | 3.8967 | 1.9000 | 2.8500 | 3.8000 | 4.7500 | 5.7000 | |
(*) The positive and negative variations of 25% and 50% were applied on the current rates. Effects of changes in income for the period. |
a) Parent Company
Additional variations in book balances (*) | |||||||
Amounts | Probable | ||||||
Risk factor | exposed at | -50% | -25% | +25% | +50% | ||
03.31.2019 | scenario | ||||||
Interest swap - fair value hedge (**) | CDI | 5,789 | 5,121 | 2,293 | (503) | (2,808) | (5,114) |
Hedge designated as cash flow (**) | US$/R$ | (9,557) | 144,743 | 67,986 | 5,949 | (67,400) | (166,899) |
Total | (3,768) | 149,864 | 70,279 | 5,446 | (70,208) | (172,013) | |
Rate considered | CDI | 6.40% | 3.25% | 4.88% | 6.50% | 8.13% | 9.75% |
Rate considered | US$/R$ | 3.8967 | 1.9000 | 2.8500 | 3.8000 | 4.7500 | 5.7000 |
(*) The positive and negative variations of 25% and 50% were applied on the current rates. Effects of changes in income for the period. | |||||||
(**) Effects on the result of the year for hedge of fair value and shareholders' equity for cash flow hedge. |
70
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
b) Consolidated
Additional variations in book balances (*) | |||||||
Amounts | Probable | ||||||
Risk factor | exposed at | -50% | -25% | +25% | +50% | ||
03.31.2019 | scenario | ||||||
Derivative designated as hedge accounting | |||||||
Interest swap - fair value hedge (**) | CDI | 5,789 | 5,121 | 2,293 | (503) | (2,808) | (5,114) |
Hedge desifnated as cash flow (**) | US$/R$ | (9,557) | 144,743 | 67,986 | 5,949 | (67,400) | (166,899) |
Other derivatives | |||||||
Interest swap | LIBOR | 590 | (108) | (38) | 27 | 94 | 355 |
Foreign exchange option | EUR/US$ | (516) | (3,956) | (1,761) | 434 | 2,629 | 4,903 |
Total | (3,694) | 145,800 | 68,480 | 5,907 | (67,485) | (166,755) | |
Rate considered | LIBOR | 2.64% | 1.31% | 1.96% | 2.62% | 3.27% | 3.92% |
Rate considered | CDI | 6.40% | 3.25% | 4.88% | 6.50% | 8.13% | 9.75% |
Rate considered | US$/R$ | 3.8967 | 1.9000 | 2.8500 | 3.8000 | 4.7500 | 5.7000 |
Rate considered | EUR/US$ | 1.1218 | 0.5650 | 0.8475 | 1.1300 | 1.4125 | 1.6950 |
(*) The positive and negative variations of 25% and 50% were applied on the current rates. Effects of changes in income for the period. | |||||||
(**) Effects on the result of the year for hedge of fair value and shareholders' equity for cash flow hedge. |
The authorized capital is divided into 1.000.000.000 common shares. The Company's subscribed and paid-up capital on March 31, 2018 was R$ 5,159,617 and was comprised of 740,465,044 common shares, without par value, of which 4,636,258 shares were held in treasury.
The capital is comprised entirely of common shares. As per Article 14 of the Company’s bylaws, each common share empowered with one vote at general shareholders’ meeting, considering that no shareholder or group of shareholders, may exercise votes representing more than 5% of the quantity of shared into which our capital stock is divided. Votes that exceed this 5% threshold will not be considered.
The Federal Government holds one ”golden share” with the same voting rights as other holders of common shares but which grants it certain additional rights as established in article 9 of the Embraer’s bylaws.
Common shares acquired using resources from the investment and working capital reserve. This operation was conducted in accordance with rules approved by the Statutory Board of Directors in a meeting held on December 7, 2007, and corresponds to 4,636,258 common shares and R$ 80,350 on March 31, 2019. These shares lose voting and economic rights during the period in which they are held in Treasury.
Value (R$ | Net income of | |||
thousand) | Quantity | Share value (R$) | uses | |
In the beggining of the year | 87,020 | 4,977,698 | 17.48 | - |
Used for stock options plan (i) | (6,670) | (341,440) | 19.53 | 2,013 |
At March 31, 2019 | 80,350 | 4,636,258 | 17.33 | 2,013 |
71
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
(i) | The beneficiaries of the shares used in the share-based compensation plan include the Statutory Board of Directors, Executive Directors and certain employees. Refer to Note 28. |
As of March 31, 2019, the market value of the Company’s treasury shares was R$ 85,539 (R$ 107,916 on December 31, 2018).
This reserve was formed pursuant to article 195-A of Brazilian Corporate Law (as amended by Law 11,638, of 2007) and corresponds to the appropriation of the portion of retained earnings derived from government subsidies received by the Company, which cannot be distributed to shareholders in the form of dividends, recognized in the consolidated statements of income in the same expense line to which the subsidy refers.
These subsidies are not included in the calculation of the minimum mandatory dividends.
Earnings reserve established at the end of the year with an allocation of 5% of the profit which cannot exceed 20% of the capital or 30% in the sum of this reserve and capital reserves.
The reserve was not exceeded as of March 31, 2019.
The purpose of this reserve is: (i) to retain funds earmarked for investments in property, plant, and equipment, without detriment to retained earnings, pursuant to art. 196 of Law 6,404/76; (ii) the Company's working capital (iii) redeem, reimburse or purchase shares of the Company and (iv) be distributed to the shareholders.
As of January 18, 2019, payment was made regarding the allocation of interim dividends of R $ 0.01 per share approved by the Board of Directors on December 14, 2018 (4th quarter of 2018). The Company did not distribute interim dividends and / or interest on equity during the first quarter of 2019.
Comprise the following:
· | Cumulative translation adjustment: refers to exchange changes resulting from the conversion of the financial statements from the functional currency to the presentation currency (Real) and exchange changes resulting from the conversion of the financial statements of subsidiaries to the Parent functional currency (dollar);
|
· | Other comprehensive income: Refers to unrealized actuarial gains and losses arising from medical benefit plans sponsored by the Company, changes in the fair value of instruments measured at fair value through other comprehensive income and hedge costs related to the time value of the cash flow hedge. |
72
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
In February 2014, the Board of Directors approved the review of the Executive Compensation Policy (PRE), applicable to all statutory officers and other executives. The compensation components include Long-term Incentives (ILP) which are mainly intended to: (i) maintain and attract to the company highly qualified persons, (ii) ensure to persons that can contribute to the nest company performance the right to receive profit sharing, (iii) ensuring the continuity of the company’s management aligning with the interests of the executives andshareholders. Currently, the Company has two ILP types: stock options and virtual shares.
Program for the granting of stock options, for the executives of the Company or its subsidiaries, who may exercise their right, is as follows: I) 33% after 3 years, II) 33% after 4 years and III) 34% after 5 years, all in relation to the grant date of each option.
The exercise price of each option is set on the grant date at the weighted average stock options price of the last sixty trading days and may be adjusted by up to 30% to offset any speculation. The participant will have a maximum exercise period of seven years, starting from the grant date.
in thousands of options | |||||
W eighted average | |||||
Grants | Exercised | Canceled (i) | Outstanding | exercise Price | |
share options | (R$) | ||||
Grants onJanuary 23, 2012 | 4,860,000 | (3,850,900) | (1,009,100) | - | 11.50 |
Grants on March 20, 2013 | 4,494,000 | (2,631,842) | (1,266,890) | 595,268 | 15.71 |
At March 31, 2019 | 9,354,000 | (6,482,742) | (2,275,990) | 595,268 |
(i) | The cancellations refer to shares granted to executives or employees who no longer work for the Company.Additionally, on April 16, 2014, there was a cancellation of the grants awarded to members of the Board of Directors, with payment of compensation to plan participants. |
The plan is based on the granting of virtual shares to directors and managers and the main objective is to attract and keep highly qualified staff in the Company and its subsidiaries to ensure continuity of management and align the interests of directors and key personnel of the Company and controlled entities to those of the Company's shareholders.
The value of the long-term incentives (“LTI”) will be converted at the average price of the Company’s shares in the last 30 trading days by determining the quantity of virtual shares allocated to each participant, divided into two classes, with 50% in the form of restricted virtual shares and 50% in the form of virtual performance The Company will pay the LTI by converting the quantity of virtual shares into reais at the average quoted price (weighted by trading volume) of the Company’s shares in the last 10 trading days, as follows:
· | Restricted virtual shares: (i) 33% on the third anniversary of the grant date; (ii) 33% on the fourth anniversary of the grant date, and (iii) 34% on the fifth anniversary of the grant date; and; |
73
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
· A change in the virtual performance share calculation was approved in August 2017. Virtual performance shares granted in 2015, 2016 and 2017 will be paid in 2020, while those granted in 2018 will be paid in 2021. The amounts payable will now be based on the internal cost reduction target and not on the Economic Value-Added indicator.
The amounts resulting from the conversion of virtual shares will be added to the amounts equivalent to dividends and interest on own capital effectively paid by the Company during the vesting period.
The fair value of virtual shares is determined based on the average price (weighted by trading volume) of the Company’s shares (EMBR3-R$) for the last 10 trading days prior to the close of the period, applied to the number of virtual shares assigned to each participant in proportion to the vesting period.
Amount of virtual | Grant value | Am ount of virtual | Fair value of | |
stock | stock (i) | shares (R$) | ||
Grants on February 25, 2014 | 1,570,698 | 30.351 | - | - |
Grants on March 03, 2015 | 1,237,090 | 30.163 | 439,794 | 8,386 |
Grants on March 10, 2016 | 1,095,720 | 31.056 | 458,247 | 8,738 |
Grants on June 09, 2016 | 55,994 | 1.130 | 35,836 | 683 |
Grants on August 25, 2016 | 70,978 | 1.125 | 48,312 | 921 |
Grants on August 24, 2017 | 1,930,350 | 30.540 | 891,135 | 16,992 |
Grants on April 12, 2018 | 1,622,986 | 35.156 | 456,807 | 8,711 |
At March 31, 2019 | 7,583,816 | 159.521 | 2,330,131 | 44,431 |
(i) Performance shares until March 31, 2019, considering the plan's vesting period. |
Basic earnings per common share are computed by dividing net income for the period by the weighted average number of shares outstanding during the period, excluding shares acquired by the Company and held in treasury.
Parent Company/Consolidated | ||||||
03.31.2019 | 03.31.2018 (Restated) | |||||
Continued | Discontinued | Continued | Discontinued | |||
operation | operation | Total | operation | operation | Total | |
Net income attributable to owners of Embraer | (15,395) | (145,395) | (160,790) | (72,378) | (57,910) | (130,288) |
(15,395) | (145,395) | (160,790) | (72,378) | (57,910) | (130,288) | |
Weighted average number of shares (in thousands) | 735,719 | 735,719 | 735,719 | 733,343 | 733,343 | 733,343 |
Basic earnings per share - reais | (0.0209) | (0.1976) | (0.1777) | (0.0987) | (0.0790) | (0.1777) |
Diluted earnings per share are calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive shares. The Company has only one category of potentially dilutive shares, with options to purchase shares, for which a calculation is made to determine the number of shares that could be acquired at fair value (determined as the average market price of the Company's share), based on the monetary value of subscription rights attached to options to purchase shares. The number of shares calculated as described above is compared with the number of shares issued, assuming the exercise of share purchase options.
74
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Company/Consolidated | ||||||
03.31.2019 | 03.31.2018 (Restated) | |||||
Continued | Discontinued | Continued | Discontinued | |||
operation | operation | Total | operation | operation | Total | |
Net income attributable to owners of Embraer | (15,395) | (145,395) | (160,790) | (72,378) | (57,910) | (130,288) |
Profit used to determine diluted earnings per share | (15,395) | (145,395) | (160,790) | (72,378) | (57,910) | (130,288) |
Weighted average number of shares (in thousands) - diluted | 735,719 | 735,719 | 735,719 | 733,343 | 733,343 | 733,343 |
Weighted average number of shares (in thousands) - diluted | 735,719 | 735,719 | 735,719 | 733,343 | 733,343 | 733,343 |
Diluted earnings per share - reais | (0.0209) | (0.1976) | (0.2185) | (0.0987) | (0.0790) | (0.1777) |
At March 31, 2019, 148,007 options (951,653 in 2018) were excluded from the weighted average number of shares, since their effect would have been anti-dilutive.
a) Revenue disaggregation:
The revenue amounts by category, including the main product and service lines and main geographic areas, are disclosed below. The reconciliation of the analytical breakdown of revenue with the Company’s reportable segments and the income statement for the year is presented in note 36.1.
· Revenue per category on March 31, 2019:
Commercial | Defense and | Service & | ||||
Executive Jets | Other | Total | ||||
Aviation | security | Support | ||||
Aircraft | 1,051,809 | 31,025 | 448,927 | - | 1,613 | 1,533,374 |
Spare Parts | - | 7,895 | - | 371,604 | 3,347 | 382,846 |
Service | - | 181,288 | - | 549,043 | 15 | 730,346 |
Aircraft/Development (Defense BU) | - | 447,598 | - | - | - | 447,598 |
Others | 14,176 | 12,186 | 642 | 97 | - | 27,101 |
Total | 1,065,985 | 679,992 | 449,569 | 920,744 | 4,975 | 3,121,265 |
North America | Europe | Asia Pacific | Latin America | Brazil | Other | Total | |
Aircraft | 1,149,045 | 72,702 | 212,732 | - | 1,689 | 97,206 | 1,533,374 |
Spare Parts | 216,874 | 70,016 | 18,509 | 7,356 | 61,498 | 8,593 | 382,846 |
Service | 340,307 | 188,651 | 65,441 | 33,566 | 70,774 | 31,607 | 730,346 |
Aircraft/Development (Defense BU) | - | 3,227 | (613) | 1,050 | 443,368 | 566 | 447,598 |
Others | 11,995 | - | 9,935 | 337 | 4,834 | - | 27,101 |
Total | 1,718,221 | 334,596 | 306,004 | 42,309 | 582,163 | 137,972 | 3,121,265 |
· Revenue per category on March 31, 2018 (Restated):
Commercial | Defense and | Service & | ||||
Executive Jets | Other | Total | ||||
Aviation | security | Support | ||||
Aircraft | 1,172,630 | 97,015 | 352,004 | - | 1,316 | 1,622,965 |
Spare Parts | - | - | - | 307,061 | 8,534 | 315,595 |
Service | - | 175,604 | - | 468,742 | 54 | 644,400 |
Aircraft/Development (Defense BU) | - | 347,974 | - | - | - | 347,974 |
Others | 63,317 | 50,947 | 66,001 | 381 | - | 180,646 |
Total | 1,235,947 | 671,540 | 418,005 | 776,184 | 9,904 | 3,111,580 |
75
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
North America | Europe | Asia Pacific | Latin America | Brazil | Other | Total | |
Aircraft | 720,020 | 585,421 | 194,831 | 70,763 | 51,930 | - | 1,622,965 |
Spare Parts | 134,480 | 60,068 | 11,464 | 7,483 | 93,748 | 8,352 | 315,595 |
Service | 279,577 | 189,252 | 75,111 | 39,236 | 30,494 | 30,730 | 644,400 |
Aircraft/Development (Defense BU) | - | (51,983) | 1,042 | - | 384,861 | 14,054 | 347,974 |
Others | 161,444 | (96) | 129 | 251 | 8,531 | 10,387 | 180,646 |
Total | 1,295,521 | 782,662 | 282,577 | 117,733 | 569,564 | 63,523 | 3,111,580 |
The contracts are grouped in the categories above as they have been affected similarly by economic factors.
b) Contract balances, including contract costs:
Parent Com pany | Consolidated | ||||
Note | 03.31.2019 | 12.31.2018 | 03.31.2019 | 12.31.2018 | |
Contract assets | 537,274 | 378,275 | 1,756,769 | 1,387,086 | |
Contract costs (Other assets) | 33,604 | 32,068 | 37,371 | 34,878 | |
Contract liabilities | 3,679,979 | 3,578,388 | 5,043,639 | 4,818,558 | |
Advances from customers | 3,101,644 | 3,050,831 | 4,274,145 | 4,097,071 | |
Deferred revenue | 578,335 | 527,557 | 769,494 | 721,487 | |
Financial guarantee | 23 | - | 45,086 | - | 45,086 |
On March 31, 2019, and December 31, 2018, there were no losses recognized in contractual assets in the Individual and consolidated. Losses recognized on the balances of receivables are stated in Note 7.
Of total revenues recognized as of March 31, 2019, R$ 335,688 was included as contractual liabilities at the beginning of the period for the Parent Company and R$ 361,613 for the Consolidated.
The amount of revenue recognized on March 31, 2019, deriving from performance obligations satisfied (or partially satisfied) n prior period is R$ 1.753, related mainly to contractual changes in the year without changing assets or services to be delivered (price review).
Below are the changes in assets related to costs to obtain contract:
Sales | Bank | ||
commissions | guarantee | Total | |
At December 31, 2018 | 2,462 | 32,418 | 34,880 |
Additions | 900 | 1,603 | 2,503 |
Disposals | (7) | (273) | (280) |
Exchange rate variation | 42 | 226 | 268 |
Ending balance March 31, 2019 | 3,397 | 33,974 | 37,371 |
There were no impairment losses on costs to obtain contracts.
Assets to obtain contracts are amortized when (or to the extent that) revenue is recognized.
c) Performance obligations:
The Company has a portfolio of firm orders, which performance obligations are not fulfilled or partially fulfilled.The revenue amount of performance obligations not fulfilled (or partially fulfilled) on March31,2019, is R$ 62,289,272, of which R$ 50,794,512 must be realized in the next five years according to the Company’s estimate.
76
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
The Company elected to report the consolidated income statement by function. Breakdown of operating costs and expenses by nature is as follows:
Parent Com pany | Consolidated | |||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |
(Restated)* | (Restated)* | |||
As presented in the statem ents of income: | ||||
Net revenue | 895,564 | 776,535 | 1,512,124 | 1,385,746 |
Cost of sales and services | (838,531) | (781,815) | (1,225,147) | (1,235,656) |
Administrative | (72,838) | (59,513) | (112,899) | (105,656) |
Selling | (118,177) | (108,929) | (153,130) | (99,802) |
Research | (8,688) | (12,478) | (12,737) | (14,112) |
Other income (expenses), net | (91,952) | (59,301) | (99,278) | (62,052) |
Equity in earnings of subsidiaries/investees | 76,127 | 69,184 | (60) | (467) |
Operating profit | (158,495) | (176,317) | (91,127) | (131,999) |
Revenue (expenses) by nature: | ||||
Revenue from sales of goods | 685,299 | 604,711 | 1,139,670 | 1,115,558 |
Revenue from sales of services | 235,461 | 210,281 | 403,638 | 317,360 |
Sales deductions (i) | (25,196) | (38,457) | (31,184) | (47,172) |
General manufacturing costs (ii) | (773,078) | (704,036) | (1,139,094) | (1,132,081) |
Depreciation | (33,443) | (43,510) | (51,542) | (64,685) |
Amortization | (32,010) | (34,269) | (34,511) | (38,890) |
Personnel expenses | (54,572) | (42,935) | (120,711) | (92,874) |
Selling expenses | (21,124) | (23,728) | (33,739) | (30,322) |
Other income (expense) | (139,832) | (104,374) | (223,654) | (158,893) |
Operating profit | (158,495) | (176,317) | (91,127) | (131,999) |
(i) Taxes on sales and other deductions
(ii) Refers to costs on materials, labor, and general overhead.
Parent Com pany | Consolidated | |||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |
(Restated)* | (Restated)* | |||
Corporate projects | (80,333) | (7,612) | (80,333) | (7,612) |
Taxes on other outputs | (11,534) | (12,946) | (11,665) | (12,808) |
Expenses system project | (7,488) | (6,360) | (6,777) | (6,360) |
Flight safety standards | (3,796) | (3,668) | (3,796) | (3,668) |
Aircraft maintenance and flights costs - fleet | (2,463) | (1,951) | (2,463) | (818) |
Training and development | (1,759) | (5,636) | (1,759) | (5,636) |
Provision for contingencies | 16,717 | (18,643) | 16,546 | (18,955) |
Others | (1,296) | (2,485) | (9,031) | (6,195) |
(91,952) | (59,301) | (99,278) | (62,052) |
77
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |
(Restated)* | (Restated)* | |||
Financial incom e: | ||||
Interest on cash and cash equivalents and financial assets | 61,645 | 65,362 | 68,331 | 69,717 |
Interest on receivables | (1,253) | 4,974 | (1,957) | 1,809 |
Taxes over financial revenue | (8,303) | (7,110) | (8,385) | (7,293) |
Other | 842 | 10 | 646 | 80 |
Total financial revenues | 52,931 | 63,236 | 58,635 | 64,313 |
Financial expenses: | ||||
Interest on loans and financing | (5,657) | (25,708) | (6,259) | (26,222) |
Interest on taxes, social charges and contributions | (6,874) | (5,388) | (6,874) | (5,390) |
IOF tax on financial transactions | 678 | (392) | (485) | (938) |
Other | (1,881) | (11,977) | (7,790) | (21,443) |
Total financial expenses | (13,734) | (43,465) | (21,408) | (53,993) |
Derivative transactions | 843 | (2,918) | 843 | (2,918) |
Financial incom e (expense), net | 40,040 | 16,853 | 38,070 | 7,402 |
Parent Company | Consolidated | |||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |
Assets : | ||||
Cash and cash equivalents and financial assets | 3,444 | (137) | 3,141 | (630) |
Tax credits | (30) | (1,732) | (158) | (1,488) |
Trade accounts receivable, net | (11,214) | (6,513) | (7,559) | (12,280) |
Advances to suppliers | - | - | - | 722 |
Other | 11,459 | (1,983) | 18,358 | 534 |
3,659 | (10,365) | 13,782 | (13,142) | |
Liabilities : | ||||
Loans and financing | 59 | 4,171 | 59 | 4,213 |
Advances from customers | - | 2,684 | - | (11,459) |
Provisions | 3,139 | 1,578 | 3,154 | 1,565 |
Taxes and charges payable | (2,341) | 453 | (2,783) | 1,277 |
Accounts payable | 5,014 | (1,377) | 4,221 | (3,397) |
Suppliers | (882) | (565) | (5,669) | 2,236 |
Provisions for contingencies | 513 | 309 | 548 | 254 |
Other | (285) | (160) | (285) | (241) |
5,217 | 7,093 | (755) | (5,552) | |
Net monetary and foreign exchange variations | 8,876 | (3,272) | 13,027 | (18,694) |
Derivative transactions | 1,943 | 6,629 | 1,593 | 6,629 |
Foreign exchange gain (loss), net | 10,819 | 3,357 | 14,620 | (12,065) |
78
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
Parent Com pany | Consolidated | |||
03.31.2019 | 03.31.2018 | 03.31.2019 | 03.31.2018 | |
Paym ents m ade during the período: | ||||
Income tax and social contribution | 76,596 | - | 95,286 | 36,630 |
Interest | 202,393 | 144,762 | 204,037 | 146,410 |
Non-cash financing and investing transactions | ||||
Additions to property, plant and equipment by transfer to pool parts inventory | 16,202 | - | (3,815) | - |
Write off on Property, Plant and Equipment by transfer to pool parts inventory | - | (12,624) | - | (27,161) |
Write off on property, plant and equipment for providing for the sale of inventory | - | - | (146,280) | (109,161) |
The management determined the operational segments of the Company, based on the reports used to make strategic decisions, reviewed by the Company's CEO.
The result from discontinued operation related to the Commercial Aviation segment and share of results of the Services & Support segment continue to be presented as a reportable segment during the year, as Management reviews and monitors the financial result of these segments until discontinuance is completed.
Note 36.1 shows the reconciliation of reportable segments with the statement of income.
· Consolidated result per segment on March 31, 2019:
Total | ||||||||
Commercial | Defense and | Executive Jets | Service & | Other | reportable | Unallocated | Total | |
Aviation | security | Support | Segments | |||||
Revenue | 1,065,985 | 679,992 | 449,569 | 920,744 | 4,975 | 3,121,265 | - | 3,121,265 |
Cost of sales and services | (912,291) | (573,823) | (405,610) | (599,896) | (7,606) | (2,499,226) | - | (2,499,226) |
Gross Profit | 153,694 | 106,169 | 43,959 | 320,848 | (2,631) | 622,039 | - | 622,039 |
Gross Profit % | 14.4% | 15.6% | 9.8% | 34.8% | -52.9% | 19.9% | - | 19.9% |
Operating income (expense) | (267,769) | (82,838) | (150,175) | (168,865) | (6,103) | (675,750) | - | (675,750) |
Operating profit before financial income (expense) | (114,075) | 23,331 | (106,216) | 151,983 | (8,734) | (53,711) | - | (53,711) |
Financial income (expense), net | - | - | - | - | - | - | (155,346) | (155,346) |
Foreign exchange gains (losses), net | - | - | - | - | - | - | 34,244 | 34,244 |
Loss before taxes on income | - | - | - | - | - | - | - | (174,813) |
Income tax (expense) income | - | - | - | - | - | - | 18,929 | 18,929 |
Net income | (155,884) |
· Consolidated net revenue per region on March 31, 2019:
Commercial | Defense and | Service & | ||||
Executive Jets | Other | Total | ||||
Aviation | security | Support | ||||
North America | 746,257 | 115,627 | 376,809 | 478,683 | 845 | 1,718,221 |
Europe | - | 76,936 | 72,688 | 184,972 | - | 334,596 |
Asia Pacific | 222,366 | 210 | - | 83,428 | - | 306,004 |
Latin America, except Brazil | 47 | 1,237 | - | 41,025 | - | 42,309 |
Brazil | 109 | 483,189 | 72 | 94,663 | 4,130 | 582,163 |
Other | 97,206 | 2,793 | - | 37,973 | - | 137,972 |
Total | 1,065,985 | 679,992 | 449,569 | 920,744 | 4,975 | 3,121,265 |
79
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
· Consolidated result per segment on March 31, 2018 (restated):
Total | ||||||||
Commercial | Defense and | Executive Jets | Service & | Other | reportable | Unallocated | Total | |
Aviation | security | Support | Segments | |||||
Net Revenue | 1,235,947 | 671,540 | 418,005 | 776,184 | 9,904 | 3,111,580 | - | 3,111,580 |
Cost of sales and services | (1,004,758) | (672,435) | (366,303) | (580,612) | (11,566) | (2,635,674) | - | (2,635,674) |
Gross Profit | 231,189 | (895) | 51,702 | 195,572 | (1,662) | 475,906 | - | 475,906 |
Gross Profit % | 18.7% | -0.1% | 12.4% | 25.2% | -16.8% | 15.3% | - | 15.3% |
Operating income (expense) | (176,057) | (83,335) | (120,325) | (118,530) | (5,267) | (503,514) | - | (503,514) |
Operating profit before financial income (expense) | 55,132 | (84,230) | (68,623) | 77,042 | (6,929) | (27,608) | - | (27,608) |
Financial income (expense), net | - | - | - | - | - | - | (161,933) | (161,933) |
Foreign exchange gains (losses), net | - | - | - | - | - | - | 1,726 | 1,726 |
Profit before taxes on income | - | - | - | - | - | - | (160,207) | (187,815) |
Income tax (expense) income | - | - | - | - | - | - | 64,409 | 64,409 |
Net income | (123,406) |
· Consolidated net revenue per region on March 31, 2018 (restated):
Commercial | Defense and | Executive Jets | Service & | Other | Total | |
Aviation | security | Support | ||||
North America | 518,624 | 105,950 | 306,000 | 358,332 | 6,616 | 1,295,522 |
Europe | 510,552 | 65,415 | 54,079 | 152,616 | - | 782,662 |
Asia Pacific | 195,659 | 3,943 | 5,472 | 77,503 | - | 282,577 |
Latin America, except Brazil | 968 | 74,131 | 443 | 42,191 | - | 117,733 |
Brazil | (1,113) | 406,115 | 52,011 | 109,263 | 3,288 | 569,564 |
Other | 11,257 | 15,986 | - | 36,279 | - | 63,522 |
Total | 1,235,947 | 671,540 | 418,005 | 776,184 | 9,904 | 3,111,580 |
03.31.2019 | |||||
(-) Elimination of Discontinued Operation* | |||||
Total - | Total - | ||||
Reportable | Commercial | Service & | Continuing | ||
Other | |||||
Segments | Aviation | Support | Operations | ||
Revenue | 3,121,265 | 1,065,985 | 542,371 | 785 | 1,512,124 |
Cost of sales and services | (2,499,226) | (912,291) | (361,788) | - | (1,225,147) |
Gross profit | 622,039 | 153,694 | 180,583 | 785 | 286,977 |
Gross profit % | 19.9% | 19.0% | |||
Operating income (expense) | (675,750) | (267,769) | (95,598) | 65,721 | (378,104) |
Operating income (expense) | (53,711) | (114,075) | 84,985 | 66,506 | (91,127) |
Operating margin | -1.7% | -6.0% |
80
Embraer S.A. | ![]() |
Notes to the Condensed interim financial statements at March 31, 2019
In thousands of reais, except when indicated otherwise
03.31.2018 | |||||
(-) Elimination of Discontinued Operation* | |||||
Total - | Total - | ||||
Reportable | Commercial | Service & | Continuing | ||
Other | |||||
Segments | Aviation | Support | Operations | ||
Revenue | 3,111,580 | 1,235,947 | 484,465 | 5,422 | 1,385,746 |
Cost of sales and services | (2,635,674) | (1,004,758) | (390,905) | (4,355) | (1,235,656) |
Gross profit | 475,906 | 231,189 | 93,561 | 1,066 | 150,090 |
Gross profit % | 15.3% | 10.8% | |||
Operating income (expense) | (503,514) | (176,057) | (95,453) | 50,085 | (282,089) |
Operating income (expense) | (27,608) | 55,132 | (1,892) | 51,151 | (131,999) |
Operating margin | -0.9% | -9.5% |
*Portion of revenues, costs and expenses of the Commercial Aviation and Services & Support segments that will be discontinued by the Company for the sale of control of related assets to The Boeing Company. Operating expenses presented in the Other column represent corporate expenses and other operating expenses maintained in continuing operations (Note 4).
* * *
81
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 31, 2019
|
|
|
|
|
Embraer S.A. | ||||
|
| |||
By: |
|
/s/Nelson Krahenbuhl Salgado | ||
|
|
Name: |
| Nelson Krahenbuhl Salgado |
|
| Title: |
| Chief Financial and Investor Relations Officer |