LOANS AND FINANCING | LOANS AND FINANCING 17.1 Accounting policies Loans and financing are initially recognized at fair value less any directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest method, with the exception of the embedded derivative contained in the convertible debentures, which is measured at fair value through profit or loss. As required by IFRS 9 – Financial Instruments, the right to convert convertible debentures into shares was measured at fair value through profit or loss as it is an embedded derivative. 17.2 Movement of loans and financing Description Average nominal rate p.a. Maturity December 31, Funding Variation of conversion right Payment of principal Payment of interest Interest incurred Foreign currency exchange Amortized cost December 31, In foreign currency - US$ Senior notes - 2024 5.9% Oct-24 2,236,910 — — — (120,924) 120,487 (146,308) 7,237 2,097,402 Senior notes - 2026 7.3% Jun-26 3,298,018 — — — (227,525) 222,675 (208,927) 11,424 3,095,665 Convertible debentures 6.0% Oct-25 1,873,001 — (519,815) — (105,891) 231,103 (79,212) 4,533 1,403,719 Aircraft and engines 6.0% Mar-29 1,091,953 — — (302,544) (43,056) 52,930 (74,135) 5,525 730,673 Libor 3M + 2.6% Mar-22 1,561 — — (1,428) — 6 (139) — — Others 1.0% Jun-25 5,002 — — (4,124) (5) 10 (332) — 551 8,506,445 — (519,815) (308,096) (497,401) 627,211 (509,053) 28,719 7,328,010 In local currency - R$ Working capital CDI + 3.9% Feb-24 643,699 227,467 — (369,623) (108,887) 104,030 — 311 496,997 2.9% Sep-25 23,202 — — (20,728) (1,031) 1,232 — — 2,675 Debentures (a) CDI + 5.0% Dec-27 733,017 (12,308) — (74,056) (50,908) 147,029 — 4,396 747,170 Aircraft and engines 6.2% Mar-27 84,330 — — (42,324) (3,863) 4,017 — 122 42,282 Selic + 5.5% May-25 28,038 — — (8,350) (4,374) 3,910 — 60 19,284 1,512,286 215,159 — (515,081) (169,063) 260,218 — 4,889 1,308,408 Total in R$ 10,018,731 215,159 (519,815) (823,177) (666,464) 887,429 (509,053) 33,608 8,636,418 Current 1,023,390 1,127,729 Non-current 8,995,341 7,508,689 (a) The amount of R$12,308 refers to costs to be amortized due to the renegotiation of the debentures (note 17.3.5). Description Nominal rate p.a. Maturity December 31, Funding Variation of conversion right Payment of principal Payment of interest Interest incurred Foreign currency exchange Amortized cost December 31, 2021 In foreign currency - US$ Senior notes - 2024 5.9% Oct-24 2,076,310 — — — (129,680) 127,437 156,163 6,680 2,236,910 Senior notes - 2026 7.3% Jun-26 — 2,976,795 — — (122,803) 127,840 294,660 21,526 3,298,018 Convertible debentures 6.0% to 7.5% Oct-25 2,419,704 — (829,213) — — 201,303 77,451 3,756 1,873,001 Aircraft and engines 3.0% to 6.0% Mar-29 1,076,442 — — (37,029) (85,543) 51,050 82,722 4,311 1,091,953 Libor 3M + 2.6% Mar-22 8,263 — — (7,525) (178) 189 477 335 1,561 Others 1.0% Jul-23 160,534 — — (170,547) (1,110) 1,095 15,030 — 5,002 5,741,253 2,976,795 (829,213) (215,101) (339,314) 508,914 626,503 36,608 8,506,445 In local currency - R$ Working capital CDI + 2% to 6% Feb-24 709,668 46,478 — (103,065) (56,750) 47,180 — 188 643,699 10.0% Sep-25 43,443 — — (20,329) (3,642) 3,730 — — 23,202 5.0% Jul-21 10,846 — — (11,151) (184) 159 — 330 — TJLP + 5.0% Jul-21 12,524 — — (12,571) (394) 441 — — — Debentures CDI + 3.0% Dec-23 690,904 — — — (16,000) 52,784 — 5,329 733,017 Aircraft and engines 6.0% to 7.3% Mar-27 116,374 — — (32,606) (5,901) 6,341 — 122 84,330 Selic + 2.8% to 5.5% May-25 35,502 — — (5,880) (4,060) 2,436 — 40 28,038 1,619,261 46,478 — (185,602) (86,931) 113,071 — 6,009 1,512,286 Total in R$ 7,360,514 3,023,273 (829,213) (400,703) (426,245) 621,985 626,503 42,617 10,018,731 Current 858,332 1,023,390 Non-current 6,502,182 8,995,341 17.3 Main loan and financing operations 17.3.1 Senior notes 2024 In October 2017, the subsidiary Azul Investments LLP raised debt of US$400 million, equivalent to R$1,297,760, maturing in 2024 and with a coupon of 5.875% p.a. The Company incurred borrowing costs of R$22,140, which will be amortized over the contract term, as required by IFRS-9. This transaction is part of the Company’s liability management strategy and the proceeds being used for refinancing debts and general corporate purposes. 17.3.2 Senior notes 2026 In June 2021, the subsidiary Azul Investments LLP raised debt of US$600 million, equivalent to R$3,052,440, maturing in 2026 and with a coupon of 7.25% p.a. The Company incurred borrowing costs of R$75,645, which will be amortized over the contract term, as required by IFRS-9.The Company and its subsidiary ALAB provided irrevocable, unconditional and full guarantee to honor the payment of their obligations related to the debt, and net proceeds from the issue are being used by the Company for general corporate purposes. 17.3.3 Convertible debentures On 2020, the Company concluded the public offering for the distribution of debentures convertible into first-issue preferred shares, with security interest and additional personal guarantee of the Company, with the following characteristics: total issue amount: (i) R$1,745,900; (ii) issue date: October 26, 2020; (iii) term and maturity date: 5 years from the date of issue, maturing therefore on October 26, 2025; (iv) conversion price: R$32.2649 per preferred share, resulting in an initial conversion premium of 27.50%, calculated on the VWAP (Volume Weighted Average Price) of 30 trading sessions of the reference share of R$25.3058. The issuance of debentures is part of Azul's efforts to contain the economic impact of the COVID-19 pandemic on its operations and the Company expects to use the net proceeds obtained for working capital, expansion of its activities and other strategic opportunities. The debentures are redeemable, totally or partially, in cash at the Company's discretion at any time, after 36 months, if the last price reported by American Depositary Share (ADS) representing Azul's preferred share exceeds 130% of the conversion price for a specific period. The debentures are guaranteed by the Company and its main operating subsidiary, ALAB, and are guaranteed by certain assets, including, but not limited to, intellectual property assets held by the guarantors and the TudoAzul frequent-flyer program, certain rights related to the right of use of the hangar and specific equipment necessary for maintenance of the hangar used by the Company and located at Viracopos airport. As required by IFRS 9 - Financial Instruments, the conversion right was measured at fair value through profit or loss as it is an embedded derivative. Accordingly, during the year ended December 31, 2022, due to the devaluation of the Company’s shares, a gain of R$519,815 was recognized under the “Derivative financial instruments, net” line item (R$829,213 as of December, 31 2021). 17.3.4 Working capital During the year ended December 31, 2022, the subsidiary ALAB raised funds as shown below: • R$200,000 at a rate equivalent to CDI+5.4% p.a. and quarterly payments of interest and principal with final maturity in September 2023. For this funding, the Company assigned receivables and the proceeds will be used for general corporate purposes; and • R$27,792 with a cost of R$325, at a rate equivalent to CDI+6.3% p.a. and monthly payments of interest and principal with final maturity during 2023. 17.3.5 Debentures During the year ended December 31, 2018, the subsidiary ALAB issued, through the 9th and 10th issue, restricted offers of 50,000 and 20,000 simple non-convertible debentures in the amount of R$500,000 and R$200,000 with funding costs for contracting the loan of R$3,414 and R$4,302 respectively. Funding costs will be amortized throughout the contract, as required by IFRS 9. During the year ended December 31, 2022, the subsidiary ALAB renegotiated the debentures, changing the conditions and maturities. The rate was changed to CDI+5.0% p.a. with maturity on December 20, 2027. The indicators for measuring the covenants were changed to adjusted debt service coverage ratio (DSCR) equal to or greater than 1.2; and financial leverage less than or equal to 6.5 in 2023; 5.0 in 2024 and 2025; and 4.5 in 2026 and 2027. 17.3.6 Aircraft and engines The balance, in local and foreign currency, consists substantially of the financing of engine maintenance and the purchase of aircraft and engines. 17.4 Schedule of amortization of long-term debt December 31, Description 2022 2021 2023 — 1,242,042 2024 2,391,313 2,417,304 2025 1,629,572 1,959,558 2026 3,306,081 3,357,741 2027 172,205 8,510 After 2027 9,518 10,186 7,508,689 8,995,341 17.5 Covenants As of December 31, 2022, the Company has loans and financing subject to covenants related to the indebtedness level and the debt service coverage ratio. Covenant related to: Indicators for the measurement Frequency of measurement 9th and 10th issue of debentures (i) Adjusted debt service coverage ratio (DSCR) equal to or greater than 1.2; and (ii) Financial leverage less than or equal to 6.5 in 2023; 5.0 in 2024 and 2025; and 4.5 in 2026 and 2027. Annual Credit facility agreement (CFA) (i) Adjusted debt service coverage ratio (DSCR) equal to or greater than 1.2; and (ii) Financial leverage less than or equal to 6.5. Annual Aircraft financing (i) Adjusted debt service coverage ratio (DSCR) equal to or greater than 1.2; and (ii) Financial leverage less than or equal to 5.5. Quarterly/Annual Aircraft financing (i) Adjusted debt service coverage ratio (DSCR) equal to or greater than 1.2; and (ii) Financial leverage less than or equal to 6.5. Annual The Company previously requested a waiver from the counterparties and obtained it in 2022. Therefore, the related debt is still classified in these financial statements according to the original contractual maturities. |