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 of the
Securities Exchange Act of 1934
For the month of October 2024
Commission File Number: 001-36059
Controladora Vuela Compañía de Aviación,
S.A.B. de C.V.
(Name of Registrant)
Av. Antonio Dovalí Jaime No. 70, 13 Floor,
Tower B
Colonia Zedec Santa Fe
United Mexican States, Mexico City 01210
+(52) 55-5261-6400
(Address of principal executive offices)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
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): o
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): o
EXPLANATORY NOTE
On October 22, 2024, Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (NYSE: VLRS) issued a press release
titled “Volaris Reports Financial Results for the Third Quarter 2024: EBITDAR of USD $315 million, a 52% increase.” A copy
of this press release is attached to this Form 6-K as Exhibit 99.1.
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.
| |
Controladora Vuela Compañía de Aviación, S.A.B. de C.V. |
| |
|
| Date: October 22, 2024 |
By: |
/s/ Enrique J. Beltranena Mejicano |
| |
Name: |
Enrique J. Beltranena Mejicano |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
By: |
/s/ Jaime E. Pous Fernández |
| |
Name: |
Jaime E. Pous Fernández |
| |
Title: |
Chief Financial Officer |
EXHIBIT INDEX
Analyst
Coverage
| Institution |
Analyst |
| AIR Control Tower |
Neil Glynn |
| Bank of America |
Rogerio Araujo |
| Barclays |
Pablo Monsivais |
| Bradesco |
Victor Mizusaki |
| BBVA |
Pablo Abraham |
| BTG Pactual |
Lucas Marquiori |
| Citi |
Stephen Trent |
| Cowen |
Tom Fitzgerald |
| Deutsche Bank |
Michael Linenberg |
| Evercore |
Duane Pfennigwerth |
| Goldman Sachs |
Bruno Amorim |
| HSBC |
Cenk Orçan |
| Intercam |
Guillermo Quechol |
|
J.P.Morgan
Morgan Stanley |
Guilherme Mendes
Jens Spiess |
| UBS |
Alberto Valerio |
| Santander |
Pablo Ricalde |
| Signum Research |
Armando Rodríguez |
| Vector |
Marco Antonio Montañez |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Annex - Financial derivate instruments
| 1) | Management’s discussion about derivative financial instrument
policies explaining whether these policies allow them to be used only for hedging or other purposes such as trading. |
The Company´s activities
are exposed to different financial risks resulting from exogenous variables that are not under its control, but whose effects can be potentially
adverse. The Company’s global risk management program is focused on existing uncertainty in the financial markets and is intended
to minimize potential adverse effects on net earnings and working capital requirements. Volaris uses derivative financial instruments
to mitigate part of these risks and does not acquire financial derivative instruments for speculative or trading purposes.
The Company has a Risk Management
team which identifies and evaluates the exposure to different financial risks, it is also in charge of designing strategies to mitigate
them. Accordingly, it has a Hedging Policy in place and procedures related thereto, on which those strategies are based. All policies,
procedures and strategies are approved by different administrative entities based on the Corporate Governance.
The Hedging Policy, as well
as its processes are approved by different administrative entities according to the Corporate Governance. The Hedging Policy establishes
that derivative financial instrument transactions will be approved and implemented/monitored by certain committees. Compliance with the
Hedging Policy and its procedures are subject to internal and external audits as well as a Corporate Governance.
The Hedging Policy holds
a conservative position regarding derivative financial instruments, since it only allows the company to enter positions that are correlated
with the primary position to be hedged (in accordance with International Financial Reporting Standards “IFRS”,
under which the Company prepares its financial information). The Company’s objective is to apply hedge accounting treatment to all
derivative financial instruments.
Volaris aims to transfer
a portion of market risk to its financial counterparties with derivative financial instruments, described as follows:
1.
Fuel price fluctuation risk: Volaris’ contractual agreements with its fuel suppliers are linked
to the market price index of the underlying asset; therefore, it is exposed to an increase in such price. Volaris enters into derivative
financial instruments to hedge against significant increases in the fuel price. The instruments are traded on over the counter (“OTC”)
markets, with approved counterparties and within limits specified on the Hedging Policy. As of the date of this report, Volaris has Asian
Call Options on Jet Fuel.
| 2. | Foreign currency risk: The Company's exposure to foreign currency risk in
exchange rates is mainly related to its operating activities (that is, when income or expenses are denominated in another currency other
than the functional currency of the Company). The majority of this exposure is related to payments and / or denominated in Mexican pesos.
As of the date of presentation of this report, Volaris does not have foreign exchange derivative financial instruments. |
| 3. | Interest rate variation risk: The Company’s exposure to the risk of
changes in market interest rates is related primarily to the Company’s debt obligations and operating lease with floating interest
rates. The Company enters into derivative financial instruments in order to hedge a portion of such exposure, for which it uses interest
rate swaps and options. These instruments are recognized as hedge accounting within the caption of the primary hedged position. As of
the date of this report, the Company holds interest rate CAPs with TIIE 28 as underlying for the Asset Backed Trust Notes. |
Derivative financial instruments may require the granting
of certain amounts as collateral over the portion of the loss not settled before maturity. The amount of collateral delivered in pledge,
is recorded as part of “guarantee deposits”. It is assessed, reviewed and adjusted accordingly daily based on the fair value
of the derivative financial instrument position.
Trading markets and eligible
counterparties
The Company only operates
in over the counter (“OTC”) markets. To minimize counterparty risk, the Company enters ISDA agreements with counterparties
with recognized financial capacity; therefore, significant risks of default on any of them are not foreseen.
As of September, 30th, 2024, the Company has 8 ISDAs in place with different financial institutions and T-Locks and Asian Call
Options were registered during the third quarter of 2024.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company only operates
with financial counterparties with which it has an ISDA contract, except for the Asset Backed Trust Notes CAPs. Those agreements have
a Credit Support Annex ("CSA") section, which sets credit conditions and guidelines for margin calls that are stipulated therein,
including minimum amounts and rounding off. The contracting of derivative financial instruments is distributed among the different counterparties
with the purpose of avoiding that their exposure falls on a single counterparty and making more efficient the use of the financial conditions
of the different CSA, thus minimizing the potential margin calls.
| 2) | Generic description of the valuation techniques, distinguishing instruments
that are valued at cost or fair value, as well as valuation methods and techniques. |
The designation of calculation
agents is documented at the ISDAs whereby Volaris operates. The Company uses the valuations provided by the financial institutions of
each derivative financial instrument. That fair value is compared with internally developed valuation techniques which use valid and recognized
methodologies through which the fair value of derivative financial instruments is estimated based on the prices and variables quoted in
the market of the assets of reference using Bloomberg as the main source of information.
In accordance with International
Financial Reporting Standards ("IFRS"), the Company elaborates its financial statements; Volaris performs prospective effectiveness
tests, as well as hedging records in which derivative financial instruments are classified in accordance with the type of underlying asset
(monitored and updated constantly). As of the date of presentation of this report, all the Company's derivative financial instruments
are considered effective and therefore classified to be recorded under hedge accounting assumptions.
| 3) | Management discussion on internal and external sources of liquidity
that could be used to meet the requirements related to derivative financial instruments. |
The
contracting of derivative financial instruments is distributed among the various counterparties with which the Company has signed a CSA,
with the purpose of making the use of financial conditions more efficient; with the above, it manages to avoid that the exposure falls
on a single counterparty. In the same way, different instruments and maturities are used to minimize potential margin calls. If the measures
mentioned before were not sufficient, the Company has internal resources to meet the requirements related to derivative financial instruments.
| 4) | Explanation of changes in exposure to the main risks identified and
in managing them, as well as contingencies and events known or expected by management that can affect future reports. |
The activities of the Company
are exposed to different financial risks, among which the risk of fluctuations in the price of fuel, the risk of fluctuations in exchange
rates and the risk of variations in market interest rates stand out. During the third quarter of 2024, there was no evidence of significant
changes that could modify the exposure to the risks described above, a situation that can change in the future.
| 5) | Quantitative information |
As of the date of this report, all the derivative
financial instruments held by the Company qualified as hedge accounting; for this reason, the changes in their fair value will only be
the result of changes in the price levels of the underlying asset, and it will not modify the objective of the hedge for which it was
initially entered for.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
List of accounting policies
Basis of preparation
Statement of compliance
The unaudited condensed consolidated interim financial
statements, which include the condensed consolidated statements of financial position as of September 30, 2024 (unaudited) and December
31, 2023 (audited) and the condensed consolidated statements of operations, comprehensive income, for the three and nine months period
ended September 30, 2024 and 2023 (unaudited), changes in equity and cash flows for the nine months period ended September 30, 2024 and
2023 (unaudited), have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial
Reporting and using the same accounting policies as in preparing the annual financial statements, with the exceptions explained below.
The unaudited condensed consolidated interim financial
statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction
with the Company’s annual consolidated financial statements as of December 31, 2023, and 2022 (audited).
Items included in the unaudited condensed consolidated
interim financial statements of each of the Company’s entities are measured using the currency of the primary economic environment
in which each entity operates (“functional currency”). The functional currency of Company and its subsidiary Concesionaria
is the US dollar. The presentation currency of the Company’s unaudited condensed consolidated interim financial statements is the
US dollar. All values in the unaudited condensed consolidated interim financial statements are rounded to the nearest thousand (US$000),
except when otherwise indicated.
The Company has consistently applied its accounting
policies to all periods presented in these financial statements and has provided comparative information for the previous period.
Basis of measurement and presentation
The accompanying unaudited condensed consolidated
interim financial statements have been prepared under the historical-cost convention, except for derivative financial instruments that
are measured at fair value.
The preparation of the unaudited condensed consolidated
interim financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported
in the accompanying unaudited condensed consolidated interim financial statements and notes. Actual results could differ from those estimates.
The accompanying unaudited condensed consolidated
interim financial statements comprise the financial statements of the Company and its subsidiaries. On September 30, 2024 (unaudited)
and December 31, 2023 (audited), for accounting purposes the companies included in the unaudited condensed consolidated interim financial
statements are as follows:
| Name |
Principal
Activities |
Country |
% Equity interest |
| September 30, 2024 |
December 31
2023 |
| Concesionaria Vuela Compañía de Aviación S.A. P. I. de C.V. |
Air transportation services for passengers, cargo and mail throughout Mexico and abroad |
Mexico |
100% |
100% |
| Vuela Aviación, S.A. |
Air transportation services for passengers, cargo and mail in Costa Rica and abroad |
Costa Rica |
100% |
100% |
| Vuela, S.A. (“Vuela”) (1) |
Air transportation services for passengers, cargo and mail in Guatemala and abroad |
Guatemala |
100% |
100% |
| Vuela El Salvador, S.A. de C.V. |
Air transportation services for passengers, cargo and mail in El Salvador and abroad |
El Salvador |
100% |
100% |
| Comercializadora Volaris, S.A. de C.V. (“Comercializadora”) |
Merchandising of services |
Mexico |
100% |
100% |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| Servicios Earhart, S.A. (1) |
Rendering specialized services to its affiliates |
Guatemala |
100% |
100% |
Servicios Corporativos Volaris, S.A. de C.V.
(“Servicios Corporativos”) |
Rendering specialized services to its affiliates |
Mexico |
100% |
100% |
Comercializadora V Frecuenta, S.A. de C.V.
(“Loyalty Program”) (1) |
Loyalty Program |
Mexico |
100% |
100% |
| Viajes Vuela, S.A. de C.V. (“Viajes Vuela”) |
Travel agency |
Mexico |
100% |
100% |
| Guatemala Dispatch Service, S.A., (“GDS, S.A.”) |
Aeronautical Technical Services |
Guatemala |
100% |
100% |
| Fideicomiso Irrevocable de Administración número F/745291 “Administrative Trust” |
Share administration trust |
Mexico |
100% |
100% |
| Fideicomiso de Administración número CIB/3081 “Administrative Trust” |
Share administration trust |
Mexico |
100% |
100% |
| Fideicomiso Irrevocable de Administración número CIB/3249 “Administrative Trust” |
Asset backed securities trustor and administrator |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3853 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3855 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3866 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3867 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S. A, Institución de Banca Múltiple, Fideicomiso CIB/3921 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| Bank of Utah, Fideicomiso N503VL (2) |
Aircraft administration trust |
Mexico |
100% |
- |
| Bank of Utah, Fideicomiso N504VL (3) |
Aircraft administration trust |
Mexico |
100% |
- |
| (1) | The Companies have not started operations. |
| (2) | The trust was established effective March 15, 2024. |
| (3) | The trust was established effective April 16, 2024. |
The financial statements of the subsidiaries are prepared
for the same reporting period as the parent Company, using consistent accounting policies.
Control is achieved when the Company is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over
the investee. Specifically, the Company controls an investee if, and only if, the Company has:
| (i) | | Power over the investee (i.e., existing rights that give it the current ability to direct
the relevant activities of the investee). |
| (ii) | | Exposure, or rights, to variable returns from its involvement with the investee. |
| (iii) | | The ability to use its power over the investee to affect its returns. |
When the Company has less than a majority of the voting
or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:
| (i) | | The contractual arrangement with the other vote holders of the investee. |
| (ii) | | Rights arising from other contractual arrangements, and |
| (iii) | | The Company’s voting rights and potential voting rights. |
The Company re-assesses whether it controls an investee
if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from
the date the Company gains control until the date the Company ceases to control the subsidiary.
All intercompany balances, transactions, unrealized
gains and losses resulting from intercompany transactions are eliminated in full on consolidation in the consolidated financial statements.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
On consolidation, the assets and liabilities of foreign
operations are translated into U.S. dollar at the exchange rates prevailing at the reporting date and their statements of profit or loss
are translated at the average exchange rates prevailing at the time. The exchange differences arising on translation for consolidation
are recognized in other comprehensive income (“OCI”). On disposal of a foreign operation, the component of OCI relating to
that particular foreign operation is recognized in profit or loss.
Passenger revenues
Revenues from the air transportation of passengers
are recognized at the earlier of when the service is provided or when the non-refundable ticket expires at the date of the scheduled travel.
Ticket sales for future flights are initially recognized
as contract liabilities under the caption “unearned transportation revenue” and, once the transportation service is provided
by the Company or when the non-refundable ticket expires at the date of the scheduled travel, the earned revenue is recognized as passenger
ticket revenue and the unearned transportation revenue is reduced by the same amount. All the Company’s tickets are non-refundable
and are subject to change upon a payment of a fee. Additionally, the Company does not operate a frequent flier program.
The most significant passenger revenue includes revenues
generated from: (i) fare revenue and (ii) other passenger revenues. Other passenger services include but are not limited to fees charged
for excess baggage, bookings through the call center or third-party agencies, advanced seat selection, itinerary changes and charters.
They are recognized as revenue when the obligation of passenger transportation service is provided by the Company or when the non-refundable
ticket expires at the date of the scheduled travel.
The Company also classifies as other passenger revenue
“V Club” and other similar services, which are recognized as revenue over time when the service is provided.
The Company sells certain tickets with connecting
flights with one or more segments operated by its other airline partner. For segments operated by its other airline partner, the Company
has determined that it is acting as an agent on behalf of the other airline as is responsible for its portion of the contract (i.e., transportation
of the passenger). The Company, as the agent, recognizes revenue within other operating revenue at the time of the travel, for the net
amount retained by the Company for any segments flown by other airline.
Non-passenger revenues
The most significant non-passenger revenues include
revenues generated from: (i) revenues from other non-passenger services described below and (ii) cargo services.
Revenues from other non-passenger services mainly
include but are not limited to commissions charged to third parties for the sale of trip insurance, rental cars, and advertising spaces
to third parties. These as well as cargo services, are recognized as revenue at the time the service is provided.
The Company also evaluates, in each new transaction
where applicable, the principal versus agent considerations concerning certain non-air travel service arrangements with third-party providers.
When the Company determines that the underlying services are provided through third parties who are primarily responsible for providing
the services, revenue for these specific non-air travel services is presented on a net basis (agent).
Code-share agreement
On January 16, 2018, the Company and Frontier Airlines
(herein after Frontier) entered into a code-share operations agreement, which started operations in September 2018.
Through this alliance, the Company´s customers
gain access to additional cities in the U.S. beyond the current available destinations as the Company’s customers are able to buy
a ticket throughout any of Frontier’s actual destinations; and Frontier customers gain first-time
access to new destinations in Mexico through Volaris presence in Mexican airports.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Code-share tickets can be purchased directly from
the Volaris’ website. The airline that provides the transportation recognize the revenue when the service is provided to the customer.
Other considerations analyzed as part of revenue
from contracts with customers
All services provided by the Company including sales
of tickets for future flights, other passenger related services and non-passenger services must be paid through a full cash settlement.
The payment of the transaction price is equal to the cash settlement from the client at the sales time (using different payment options
like credit or debit cards, paying through a third party or directly at the counter in cash). There is little or no judgment to determine
the point in time of the revenue recognition, and the amount of it. Even if mainly all the sales of services are initially recognized
as contract liabilities, there is no financing component in these transactions.
The cost to obtain a contract is represented by the
commissions paid to the travel agencies and the bank commissions charged by the financial institutions for processing electronic transactions.
The Company does not incur any additional costs to obtain and fulfill a contract that is eligible for capitalization.
Trade receivables are mainly withs financial institutions
due to transactions with credit and debit cards, and therefore they are non-interest bearing and are mainly on terms of 24 to 48 hours.
The Company has the right of collection at the beginning of the contracts and there are no discounts, payment incentives, bonuses, or
other variable considerations after the purchase that could modify the amount of the transaction price.
The Company's tickets are non-refundable. However,
in the event that the company cancels a flight due to causes attributable to the airline, including the COVID-19 pandemic, the passengers
are entitled to either move their flight at no additional cost, receive a refund or obtain a voucher. No revenue is recognized until either
the voucher is redeemed, and the associated flight occurs, or the voucher expires. When vouchers issued exceed the amount of the original
amount paid by the passenger the excess is recorded as reduction of the operating revenues. All the Company´s revenues related to
future services are rendered through an approximate period of 12 months.
Contract with FEMSA
Under the "Spin Premia" agreement customers
participating in this program are entitled to accumulate or redeem points when they purchase goods or use services with any of the companies
that are part of the coalition.
The points accumulated for services provided by the
Company are recorded as a reduction in revenues. The points redeemed for the Company's services are recorded as deferred revenue until
the time when the service is provided, or the points expire. The value of points is determined according to contractual conditions between
the Company and FEMSA.
| c) | Cash, cash equivalents and restricted cash |
Cash and cash equivalents are represented by bank
deposits and highly liquid investments with maturities of 90 days or less at the original purchase date. For the purposes of the consolidated
statements of cash flows, cash and cash equivalents consist of cash and short-term investments as defined above.
The Company has agreements with financial institutions
that process customer credit card transactions for the sale of air travel and other services. These credit card processing agreements
do not have significant cash reserve requirements.
Restricted cash are used to constitute the debt service
reserves and cannot be used for purposes other than those established.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Short-term investments consist of fixed-term bank
deposits with a maturity of more than three but less than twelve months.
| e) | Financial instruments initial recognition and subsequent measurement |
A financial instrument is any contract that gives
rise to a financial asset for one entity and a financial liability or equity instrument for another entity.
i) Financial assets
Initial recognition
Classification of financial assets and initial
recognition
The Company determines the classification and measurement
of financial assets, in accordance with the categories in IFRS 9, which are based on both: the characteristics of the contractual cash
flows of these assets and the business model objective for holding them.
Financial assets include those carried at fair value
through profit and losses (“FVTPL”), whose objective to hold them is for trading purposes (short-term investments), or at
amortized cost, for accounts receivables held to collect the contractual cash flows, which are characterized by solely payments of principal
and interest (“SPPI”). Derivative financial instruments are also considered financial assets when these represent contractual
rights to receive cash or another financial asset. All the Company’s financial assets are initially recognized at fair value, including
derivative financial instruments.
Subsequent measurement
The subsequent measurement of financial assets depends
on their initial classification, as is described below:
| 1. | Financial assets at FVTPL which include financial assets held for trading. |
| 2. | Financial assets at amortized cost, whose characteristics meet the SPPI criterion and were originated
to be held to collect principal and interest in accordance with the Company’s business model. |
| 3. | Financial assets at fair value through other comprehensive income (“OCI”) with recycling of
cumulative gains and losses. |
Derecognition
A financial asset (or, where applicable, a part of
a financial asset or part of a group of similar financial assets) is derecognized when:
| a) | The rights to receive cash flows from the asset have expired; |
| b) | The Company has transferred its rights to receive cash flows from the asset
or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’
arrangement; and either (i) the Company has transferred substantially all the risks and rewards of the asset, or (ii) the Company has
neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset; or when
the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all
the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the extent of the Company’s
continuing involvement in the asset. |
In that case, the Company also recognizes an associated
liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the
Company has retained.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
ii) Impairment of financial assets
The Company assesses at each reporting date, whether
there is objective evidence that a financial asset or a group of financial assets is credit - impaired. A financial asset is credit- impaired
when one or more events have occurred since the initial recognition of an asset (an incurred ‘loss event’), that has an impact
on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Evidence that a financial asset is credit - impaired
may of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default
or delinquency in receivable, the probability that they will enter bankruptcy or other financial reorganization and observable data indicating
that there is a measurable decrease in the estimated cash flows, such as changes in arrears or economic conditions that correlate with
defaults.
For trade receivables, the Company applies a simplified
approach in calculating Expected Credit Losses (ECLs). Therefore, the Company does not track changes in credit risk, but instead recognizes
a loss allowance based on lifetime ECLs at each reporting date.
Based on this evaluation, allowances are taken into
account for the expected losses of these receivables.
iii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition,
as financial liabilities at FVTPL, including loans and borrowings, accounts payables to suppliers, unearned transportation revenue, other
accounts payable and financial instruments.
All financial liabilities are recognized initially
at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on
their classification as described below:
Financial liabilities at amortized cost
Accounts payable, are subsequently measured at amortized
cost and do not bear interest or result in gains and losses due to their short-term nature.
Loans and borrowings are the category most relevant
to the Company. After initial recognition at fair value (consideration received), interest bearing loans and borrowings are subsequently
measured at amortized cost using the Effective Interest Rate method (EIR). Gains and losses are recognized in profit or loss when the
liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account
any discount or premium on issuance and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance
costs in the consolidated statements of operations. This amortized cost category generally applies to interest-bearing loans and borrowings.
Financial liabilities at FVTPL
Financial liabilities at FVTPL include financial liabilities
under the fair value option, which are classified as held for trading, if they are acquired for the purpose of selling them in the near
future. This category includes derivative financial instruments that are not designated as hedging instruments in hedge relationships
as defined by IFRS 9.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Derecognition
A financial liability is derecognized when the obligation
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by
another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such
an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts
is recognized in the consolidated statements of operations.
Offsetting of financial instruments
Financial assets and financial liabilities are offset,
and the net amount is reported in the consolidated statement of financial position if there is:
| (i) | A currently enforceable legal right to offset the recognized amounts, and |
| (ii) | An intention to settle on a net basis, to realize the assets and settle
the liabilities simultaneously. |
| f) | Other accounts receivable |
Other accounts receivable are due primarily from major
credit card processors associated with the sales of tickets and are stated at cost less allowances made for credit losses, which approximates
fair value given their short-term nature.
Inventories consist primarily of flight equipment
expendable parts, materials and supplies, and are initially recorded at acquisition cost. Inventories are carried at the lower of cost
and their net realization value, which ever less. The cost is determined based on the method of specific identification and expensed when
used in operations. The Company recognizes the necessary estimates for decreases in the value of its inventories due to impairment, obsolescence,
slow movement and causes that indicate that the use or realization of the aircraft spare parts and flight equipment accessories that are
part of the inventory will be less than recorded value. The cost of inventories is determined based on the specific identification method
and is recorded as an expense as it is used in operations.
Cost related to the purchase or development of computer
software that is separable from an item of related hardware is capitalized separately measured at cost and amortized over the period in
which it will generate benefits on a straight-line basis. The Company annually reviews the estimated useful lives and salvage values of
intangible assets and any changes are accounted for prospectively.
The Company records impairment charges on intangible
assets used in operations when events and circumstances indicate that the assets or related cash generating unit may be impaired and the
carrying amount of a long-lived asset or cash generating unit exceeds its recoverable amount, which is the higher of (i) its fair value
less cost to sell, and (ii) its value in use.
The value in use calculation is based on a discounted
cash flow model, using our projections of operating results for the near future, typically extending no more than five years. The recoverable
amount of long-lived assets is sensitive to the uncertainties inherent in the preparation of projections and the discount rate used in
the calculation.
Software
Acquired computer software licenses are capitalized
on the basis of cost incurred to acquire, implement and bring the software into use. Costs associated with maintaining computer software
programs are expensed as incurred. In case of development or improvement to systems that will generate probable future economic benefits,
the Company capitalizes software development costs, including directly attributable expenditures on materials, labor, and other direct
costs.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Acquired software cost is amortized on a straight-line
basis over its useful life. Licenses and software rights acquired by the Company have finite useful lives and are amortized on a straight–line
basis over the term of the contract. Amortization expense is recognized in the consolidated statements of operations.
Assets held for sale, formerly
non-current assets or groups of assets that are expected to be sold within the next twelve months are measured at the lower of their carrying
amount at the time they are reclassified and fair value less sell costs. Fair value less sell costs is derived from recent market transactions,
if available.
Guarantee deposits primarily include of aircraft maintenance
deposits paid to lessors, deposits for rent of flight equipment and other guarantee deposits. Aircraft and engine deposits are held by
lessors in U.S. dollars and are presented as current assets and non-current assets, based on the recovery dates of each deposit established
in the related agreements.
Deposits for flight equipment maintenance paid
to lessors
Most of the Company's lease contracts stipulate the
obligation to pay maintenance deposits to aircraft lessors, in order to guarantee major maintenance work.
These lease agreements establish that maintenance
deposits are reimbursable to the Company at the time the major maintenance event is concluded for an amount equal to: (i) the maintenance
deposit held by the lessor associated with the specific maintenance event, or (ii) the qualifying costs related to the specific maintenance
event.
Substantially all major maintenance deposits are generally
calculated based on the use of leased aircraft and engines (flight hours or operating cycles). The sole purpose of these deposits is to
guarantee to the lessor the execution of maintenance work on the aircraft and engines.
Maintenance deposits that the Company expects to recover
from lessors are presented as security deposits in the consolidated statement of financial position.
According to the term of the lease, in each contract
it is evaluated whether major maintenance of the leased aircraft and engines is expected to be carried out. In the event that major maintenance
is not expected to be performed on its own account, the deposit is recorded as a variable lease payment in the consolidated statement
of operation, since it represents part of the use of the leased goods and is determined based on time or flight cycles.
When modifications are made to the lease agreements
that entail an extension of the lease term, the maintenance deposits which had been recorded previously as variable lease payments can
be converted into recoverable deposits and presented as recoverable assets, at the modification date.
Certain other aircraft lease agreements do not require
the obligation to pay maintenance deposits in advance to lessors to guarantee important maintenance activities; therefore, the Company
does not make payments for guarantee deposits with respect to these aircrafts. However, some of these lease agreements include the obligation
to make maintenance adjustment payments to lessors at the end of the lease period. These maintenance adjustments cover maintenance events
that are not expected to be performed before the termination of the lease; for such agreements, the Company accumulates a liability related
to the amount of the costs that will be incurred at the end of the lease, since no maintenance deposits have been made.
| k) | Aircraft and engine maintenance |
The Company is required to conduct various levels
of aircraft maintenance. Maintenance requirements depend on the type of aircraft, age and the route network over which it operates (utilization).
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Fleet maintenance requirements may include preventive
maintenance tasks based on manufacturers recommendations, for example, component checks, airframe and systems checks, periodic major maintenance
and engine checks.
Aircraft maintenance and repair consists of routine
and non-routine tasks, divided mainly into three general categories: (i) routine line maintenance, (ii) major maintenance and (iii) component
checks.
(i) Routine line maintenance requirements consist
of scheduled maintenance checks on the Company’s aircraft, including pre-flight, daily, weekly and overnight checks, any diagnostics
and routine repairs and any unscheduled maintenance is performed as required. These type of maintenance events are normally performed
by in-house mechanics and are primarily completed at the main airports that the Company currently serves, supported by sub-contracted
companies.
Other maintenance activities are sub-contracted to
certified maintenance business partners, repair and overhaul organizations. Routine maintenance also includes scheduled tasks that can
typically take from 6 to 12 days to accomplish and are required between every 24 or 36 months, such as 24-month checks and C checks. All
routine maintenance costs are expensed as incurred.
(ii) Major maintenance for the aircraft consists of
a series of more complex tasks, including structural checks for the airframe, that can take up to six weeks to accomplish and typically
are required every six years.
Major maintenance is accounted for under the deferral
method, whereby the cost of major maintenance, major overhaul and repair is capitalized (leasehold improvements to flight equipment) and
amortized over the shorter of the period to the next major maintenance event or the remaining contractual lease term. The next major maintenance
event is estimated based on assumptions including estimated time of usage. The United States Federal Aviation Administration (“FAA”)
and the Mexican Federal Civil Aviation Agency (Agencia Federal de Aviación Civil- AFAC) authorize maintenance intervals and average
removal times as recommended by the manufacturer.
These assumptions may change based on changes in the
utilization of aircraft, changes in government regulations and recommended manufacturer maintenance intervals. In addition, these assumptions
can be affected by unplanned incidents that could damage an airframe, engine, or major component to a level that would require a heavy
maintenance event prior to a scheduled maintenance event. To the extent the planned usage increases, the estimated life would decrease
before the next maintenance event, resulting in additional expense over a shorter period.
The amortization of deferred maintenance costs is
recorded as part of depreciation and amortization in the consolidated statements of operations.
(iii) The Company has a power-by-the
hour agreement for component services, which guarantees the availability of aircraft components for the Company’s fleet when they
are required. It also provides aircraft components that are included in the redelivery conditions of the contract (hard time) with a fixed
priced at the time of redelivery. The monthly maintenance cost associated with this agreement is recognized as incurred in the consolidated
statements of operations.
The Company has an engine flight hour agreement (component
repair agreement), that guarantees a cost for the engines shop visits, provides miscellaneous engines coverage, supports the cost of foreign
objects damage events, ensures there is protection from annual escalations, and grants credit for certain scrapped components. The cost
associated with the miscellaneous engines’ coverage is recorded monthly as incurred in the consolidated statements of operations.
| l) | Rotable spare parts, furniture and equipment, net |
Rotable spare parts, furniture, and equipment, are
recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Depreciation is calculated based
on the cost less the estimated residual value of the assets.
Aircraft spare engines have significant components
with different useful lives; therefore, they are accounted for as separate items of spare engine parts (major components).
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Pre-delivery payments refer to prepayments made to
aircraft and engine manufacturers during the manufacturing stage of the aircraft. The borrowing costs related to the acquisition or construction
of a qualifying asset are capitalized as part of the cost of that asset.
Depreciation rates are as follows:
| |
Annual
depreciation rate |
| Flight equipment |
4.0-16.7% |
| Constructions and improvements |
Remaining contractual lease term |
| Computer equipment |
25% |
| Workshop tools |
33.3% |
| Electric power equipment |
10% |
| Communications equipment |
10% |
| Workshop machinery and equipment |
10% |
| Motorized transport equipment platform |
25% |
| Service carts on board |
20% |
| Office furniture and equipment |
10% |
| Leasehold improvements to flight equipment |
The shorter of: (i) remaining
contractual lease
term, or (ii) the next major
maintenance event (1) |
|
(1) These
period is determined in accordance with usage |
The Company reviews annually the useful lives of these
assets and any changes are accounted for prospectively.
The Company identified one Cash Generating Unit (CGU),
which includes the long-lives assets and the entire fleet, including right-of-use assets and flight equipment. The Company assesses at
each reporting date, whether there is objective evidence that long-live assets and entire fleet, including right of use asset and flight
equipment are impaired in the CGU. The Company records impairment charges in operation when events and circumstances indicate that the
assets may be impaired or when the carrying amount of a long-lived asset or related cash generating unit exceeds its recoverable amount,
which is the higher of (i) its fair value less cost to sell and (ii) its value in use.
The value in use calculation is based on a discounted
cash flow model, using projections of operating results for the near future, typically extending no more than five years. The recoverable
amount of long-lived assets is sensitive to the uncertainties inherent in the preparation of projections and the discount rate used in
the calculation.
| m) | Foreign currency transactions and exchange differences |
The Company’s consolidated financial statements
are presented in U.S. dollars, which is the functional currency of the parent company and its main subsidiaries. For each subsidiary,
the Company determines the functional currency and items included in the financial statements of each entity are measured using the currency
of the primary economic environment in which each entity operates (“the functional currency”).
The financial statements of foreign operations prepared
under IFRS and denominated in their respective local currencies different from its functional currency are remeasured into their functional
currency as follows:
| · | Transactions in foreign currencies are translated into the respective functional
currencies at the exchange rates at the dates of the transactions. |
| · | All monetary assets and liabilities are translated into the functional currency
at the exchange rate at the consolidated statement of financial reporting date. |
| · | All non-monetary items that are measured based on historical cost in a foreign
currency are translated at the exchange rate at the date of the transaction. |
| · | Equity accounts are translated at the prevailing exchange rate at the time
the capital contributions were made, and the profits were generated. |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| · | Revenues, costs and expenses are translated at the average exchange rate
during the applicable period. |
Any differences resulting from the remeasurement into
the respective functional currency are recognized in the consolidated statements of operations.
Assets and liabilities from foreign subsidiaries are
converted from the functional currency to the presentation currency at the exchange rate on the reporting date; revenues and expenses
are translated at each month during the year at the monthly average exchange rate.
Foreign currency differences arising on translation
into the presentation currency are recognized in OCI.
| n) | Liabilities and provisions |
Provisions are recognized when the Company has a present
obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time
value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific
to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
i) Personnel vacations
The Company and its subsidiaries in Mexico and Central
America recognize a reserve for the costs of paid absences, such as vacation time, based on the accrual method.
ii) Termination benefits
The Company recognizes a liability and expense for
termination benefits at the earlier of the following dates:
a) When it can no longer withdraw the offer of those
benefits; and
b) When it recognizes costs for a restructuring that
is within the scope of IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and involves the payment of termination
benefits.
The Company is demonstrably committed to a termination
when, and only when, it has a detailed formal plan for the termination and is without realistic possibility of withdrawal.
iii) Seniority premiums
In accordance with Mexican Labor Law, the Company
provides seniority premium benefits to the employees which rendered services to its Mexican subsidiaries under certain circumstances.
These benefits consist of a one-time payment equivalent to 12 days’ wages for each year of service (at the employee’s most
recent salary, but not to exceed twice the legal minimum wage), payable to all employees with 15 or more years of service, as well as
to certain employees terminated involuntarily prior to the vesting of their seniority premium benefit.
Obligations relating to seniority premiums other than
those arising from restructurings, are recognized based upon actuarial calculations and are determined using the projected unit credit
method.
The latest actuarial computation was prepared as of
December 31, 2023. Remeasurement of the net defined benefit liability arising from actuarial gains and losses are recognized in full in
the period in which they occur in OCI. Such remeasurement gains and losses are not reclassified to profit or loss in subsequent periods.
The defined benefit asset or liability comprises the
present value of the defined benefit obligation using a discount rate based on government bonds, less the fair value of plan assets out
of which the obligations are to be settled.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
For entities in Costa Rica, Guatemala and El Salvador
there is no obligation to pay seniority premium, these countries have Post- Employee Benefits.
iv) Incentives
The Company has a quarterly incentive plan for certain
personnel whereby cash bonuses are awarded for meeting certain performance targets. These incentives are payable shortly after the end
of each quarter and are accounted for as a short-term benefit under IAS 19, Employee Benefits. A provision is recognized based
on the estimated amount of the incentive payment.
The Company has a short-term benefit plan for certain
key personnel whereby cash bonuses are awarded when certain Company’s performance targets are met. These incentives are payable
shortly after the end of each year and also are accounted for as a short-term benefit under IAS 19. A provision is recognized based on
the estimated amount of the incentive payment.
v) Long-term incentive plan (“LTIP”)
and long-term retention plan (LTRP)
The Company has adopted a Long-term incentive plan
(“LTIP”). This plan consists of a share purchase plan (equity-settled) and a share appreciation rights “SARs”
plan (cash settled), and therefore accounted under IFRS 2 “Share based payment”.
The Company measures the cost of its equity-settled
transactions at fair value at the date the equity benefits are conditionally granted to employees. The cost of equity-settled transactions
is recognized in the statement of operations, together with a corresponding increase in treasury shares, over the period in which the
performance and/or service conditions are fulfilled.
During 2023, the Company approved a new long-term
retention plan (“LTRP”), which consisted in a purchase plan (equity-settled). This plan does not include cash compensation
granted through appreciation rights on the Company’s shares. The retention plans granted in previous periods will continue in full
force and effect until their respective due dates and the cash compensation derived from them will be settled according to the conditions
established in each plan.
vi) Share-based payments
a) LTIP
- Share purchase plan (equity-settled)
Certain key employees of the Company receive
additional benefits through a share purchase plan denominated in Restricted Stock Units (“RSUs”), which has been classified
as an equity-settled share-based payment. The cost of the equity-settled share purchase plan is measured at grant date, taking into account
the terms and conditions on which the share options were granted. The equity-settled compensation cost is recognized in the consolidated
statement of operations under the caption of salaries and benefits, over the required service period.
- SARs plan (cash settled)
The Company granted SARs to key employees,
which entitle them to a cash payment after a service period.
The amount of the cash payment is determined
based on the increase in the share price of the Company between the grant date and the time of exercise. The liability for the SARs is
measured, initially and at the end of each reporting period until settled, at the fair value of the SARs, taking into account the terms
and conditions on which the SARs were granted. The compensation cost is recognized in the consolidated statement of operations under the
caption of salaries and benefits, over the required service period.
The cost of the SARs plan is measured initially at
fair value at the grant date. This fair value is expensed over the period until the vesting date with recognition of a corresponding liability.
Similar to the equity settled awards described above, the valuation of cash settled award also requires
using similar inputs, as appropriate.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
b) Management incentive plan (“MIP”)
- MIP II
On February 19, 2016, the Board of Directors of the
Company authorized an extension to the MIP for certain key employees, this plan was named MIP II. In accordance with this plan, the Company
granted SARs to key employees, which entitle them to a cash payment after a service period. The amount of the cash payment is determined
based on the increase in the share price of the Company between the grant date and the time of exercise. The liability for the SARs is
measured initially and at the end of each reporting period until settled at the fair value of the SARs, taking into account the terms
and conditions on which the SARs were granted. The compensation cost is recognized in the consolidated statement of operations under the
caption of salaries and benefits, over the required service period.
c) Board of Directors Incentive Plan (BoDIP)
Certain members of the Board of Directors of the Company
receive additional benefits through a share-based plan, which has been classified as an equity-settled share-based payment and therefore
accounted under IFRS 2 “Share based payment”.
In April 2018, the Board of Directors of the Company
authorized a Board of Directors Incentive Plan “BoDIP”, for the benefit of certain board members. The BoDIP grants options
to acquire shares of the Company or CPOs during a five-year period, which was determined on the grant date. Under this plan, no service
or performance conditions are required to the board members for exercise the option to acquire shares, and therefore, they have the right
to request the delivery of those shares at the time they pay for them.
In April 2023, the Company's Annual General Shareholders'
Meeting modified the terms of the BoDIP so that starting in 2023 certain members of the Board of Directors receive additional benefits
through a stock-based plan.
vii) Employee profit sharing
The Mexican Income Tax Law (“MITL”), establishes
that the base for computing current year employee profit sharing shall be the taxpayer’s taxable income of the year for income tax
purposes, including certain adjustments established in the Income Tax Law, at the rate of 10%. The Mexican Federal Labor Law (“MFLL”)
establishes a limit for employee profit sharing payment, up to three months of the employee´s current salary or the average employee
profit sharing received by the employee in the previous three years.
Subsidiaries in Central America do not have such profit-sharing
benefit, as it is not required by local regulations.
The Company assesses at contract inception whether
a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period
in exchange for consideration.
The Company applies a single recognition and measurement
approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities for payments
to be made under the lease term and right-of-use assets representing the right to use the underlying assets.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company recognizes right-of-use assets at the
commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized,
initial direct costs incurred, an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset to
the condition required by the terms and conditions of the lease, and lease payments made at or before the commencement date less any lease
incentives received.
Components of the right-of-use assets are depreciated
on a straight-line basis over the shorter of the remining lease term and the estimated useful lives of the assets, as follows:
| Aircraft |
up to 18 years |
| Spare engines |
up to 18 years |
| Buildings leases |
up to ten years |
| Maintenance component |
up to eight years |
At the commencement date of the lease, the Company
recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include
fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to
be paid under residual value guarantees.
Variable lease payments that do not depend on an index
or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments,
the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not
readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a
change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.
The short-term leases and leases of low value assets
are recognized as expense on a straight-line basis over the lease term.
As of September 30, 2024, and December 31, 2023, there
were no impairment charges recorded in relation to the right-of-use assets.
The Company enters into agreements whereby an aircraft
or engine is sold to a lessor upon delivery and the lessor agrees to lease such aircraft or engine back to the Company.
The Company measures the right-of-use asset arising
from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained by the seller-lessee.
Accordingly, the Company recognizes in the Consolidated Statement of Operations only the amount of any gain or loss that relates to the
rights transferred to the buyer-lessor. If the fair value of the consideration for the sale of an asset does not equal the fair value
of the asset, or if the payments for the lease are not at market rates, then the Company adjusts the difference to measure the sale proceeds
at fair value and accounts for any below-market terms as a prepayment of lease payments and any above market terms as additional financing
provided by the buyer-lessor to the seller-lessee.
First, the sale and leaseback transactions are analyzed
within the scope of IFRS 15 - Revenue from Contracts with Customers, in order to verify whether the performance obligation has been satisfied
and, therefore, are accounted for the sale of the asset. If this requirement is not met, then the transaction constitutes a failed sale
and leaseback and is accounted for as financial transaction. If the requirements related to the performance obligation established in
IFRS 15 are met, the Company measures an asset for right
of use that arises from the sale transaction with subsequent lease in proportion to the book value of the asset related to the right-of-use
assets retained by the Company. Consequently, only the gains or losses related to the rights transferred to the lessor-buyer are recognized.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The aircraft and engine lease agreements of the Company
require specific return conditions, which are described as follows:
a) Dismantling and removing the underlying asset to
meet the conditions stipulated in the lease agreement, typically related to aircraft standardization and painting which can be reasonably
estimated at the beginning of the lease. These costs are initially recognized at present value as part of the cost of right-of-use assets.
b) Aircraft components (airframe, APU and landing
gears) and engines (overhaul and limited life parts) must be returned to lessors under specific conditions of maintenance. The costs of
return, which in no case are related to scheduled major maintenance, are estimated, and recognized ratably as a provision from the time
it becomes likely such costs will be incurred and can be estimated reliably. These return costs are recognized on a straight-line basis
as a component of variable lease expenses and the provision is included as part of other liabilities, through the remaining lease term.
The Company estimates the provision related to aircraft components and engines using certain assumptions including the projected usage
of the aircraft and the expected costs of maintenance tasks to be performed. This provision is made in relation to the present value of
the expected future costs of meeting the return conditions.
| r) | Other taxes and fees payable |
The Company is required to collect certain taxes and
fees from customers on behalf of government agencies and airports and to remit these to the applicable governmental entity or airport
on a periodic basis. These taxes and fees include federal transportation taxes, federal security charges, airport passenger facility charges,
and foreign arrival and departure fees. These charges are collected from customers at the time they purchase their tickets but are not
included in passenger revenue. The Company records a liability upon collection from the customer and discharges the liability when payments
are remitted to the applicable governmental entity or airport.
Current income tax
Current income tax assets and liabilities for the
current period are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantively enacted, at the reporting date.
Current income tax relating to items recognized directly
in equity is recognized in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in
which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred income tax
Deferred income tax is recognized in respect of temporary
differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting
date.
Deferred income tax liabilities are recognized for
all taxable temporary differences, except, in respect of taxable temporary differences associated with investments in subsidiaries when
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse
in the foreseeable future.
Deferred income tax assets are recognized for all
deductible temporary differences, the carry-forward of unused tax credits and any available tax losses. Deferred income tax assets are
recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
and the carry-forward of unused tax credits and available tax losses can be utilized, except, in respect of deductible temporary differences
associated with investments in subsidiaries deferred tax assets
are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable
profits will be available against which the temporary differences can be utilized.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company considers the following criteria in assessing
the probability that taxable profit will be available against which the unused tax losses or unused tax credits can be utilized: (a) whether
the entity has sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity, which will
result in taxable amounts against which the unused tax losses or unused tax credits can be utilized before they expire; (b) whether it
is probable that the Company will have taxable profits before the unused tax losses or unused tax credits expire; (c) whether the unused
tax losses result from identifiable causes which are unlikely to recur; and (d) whether tax planning opportunities are available to the
Company that will create taxable profit in the period in which the unused tax losses or unused tax credits can be utilized.
The carrying amount of deferred income tax assets
is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available
to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each reporting
date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be
recovered.
Deferred income tax assets and liabilities are measured
at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and
tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred income tax relating to items recognized outside
profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction in
OCI.
Deferred income tax assets and deferred income tax
liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred
income taxes relate to the same taxable entity and the same taxation authority.
Income taxes are computed based on tax laws approved
in Mexico, Costa Rica, Guatemala and El Salvador at the date of the consolidated statement of financial position.
The IFRIC Interpretation 23 Uncertainty over Income
Tax Treatment addresses the accounting for income taxes when tax treatments involve uncertainty that affects the application of IAS 12
Income Taxes. It does not apply to taxes or levies outside the scope of IAS 12, nor does it specifically include requirements relating
to interest and penalties associated with uncertain tax treatments. The Interpretation specifically addresses the following:
| · | Whether an entity considers uncertain tax treatments separately. |
| · | The assumptions an entity makes about the examination of tax treatments
by taxation authorities. |
| · | How an entity determines taxable profit (tax loss), tax bases, unused tax
losses, unused tax credits and tax rates. |
| · | How an entity considers changes in facts and circumstances. |
The Company determines whether to consider each uncertain
tax treatment separately or together with one or more other uncertain tax treatments and uses the approach that better predicts the resolution
of the uncertainty.
The Company applies significant judgement in identifying
uncertainties over income tax treatments. Since the Company operates in a complex multinational environment, it continually assess whether
the interpretation has an impact on its consolidated financial statements.
Upon adoption of the Interpretation, the Company has
considered whether it has any uncertain tax positions, particularly those relating to transfer pricing. The Company’s and the subsidiaries’
tax filings in different jurisdictions include deductions related to transfer pricing and the taxation authorities may challenge those
tax treatments. The Company determined, based on its tax compliance and transfer pricing studies, that it is probable that its tax treatments
(including those for the subsidiaries) will be accepted by the taxation authorities.
As of September 30, 2024, and December 31, 2023, the
IFRIC Interpretation 23 did not have an impact on the consolidated financial statements of the Company.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| t) | Derivative and non-derivative financial instruments and hedge accounting |
The Company mitigates
certain financial risks, such as volatility in the price of jet fuel, adverse changes in interest rates and exchange rate fluctuations,
through a risk management program that includes the use of derivative financial instruments and non-derivative financial instrument.
In accordance
with IFRS 9, derivative financial instruments and non-derivative financial instruments are recognized in the consolidated statement of
financial position at fair value. At inception of a hedge relationship, the Company formally designates and documents the hedge relationship
to which it wishes to apply hedge accounting, as well as the risk management objective and strategy for undertaking the hedge. The documentation
includes the hedging strategy and objective, identification of the hedging instrument, the hedged item or transaction, the nature of the
risks being hedged and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting
the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk(s).
Only if such hedges
are expected to be effective in achieving offsetting changes in fair value or cash flows of the hedge item(s) and are assessed on an ongoing
basis to determine that they have been effective throughout the financial reporting periods for which they were designated, hedge accounting
treatment can be used.
Under the cash
flow hedge (CFH) accounting model, the effective portion of the hedging instrument’s changes in fair value is recognized in OCI,
while the ineffective portion is recognized in current year earnings in the statement of profit or loss. The cash flow hedge reserve is
adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
The amounts recognized in OCI are transferred to earnings in the period in which the hedged transaction affects earnings. As of
September 30, 2024, and December 31, 2023, the Company did not recognize an ineffective portion with
respect to derivative financial instruments.
The realized gain
or loss of derivative financial instruments and non-derivative financial instruments that qualify as CFH are recorded in the same caption
of the hedged item in the consolidated statement of operations.
Accounting for the time value of options
The Company accounts for the time value of options
in accordance with IFRS 9, which requires all derivative financial instruments to be initially recognized at fair value. Subsequent measurement
for options purchased and designated as CFH requires that the option’s changes in fair value be segregated into its intrinsic value
(which will be considered the hedging instrument’s effective portion in OCI) and its correspondent changes in extrinsic value (time
value and volatility). The extrinsic value changes will be considered as a cost of hedging (recognized in OCI in a separate component
of equity) and accounted for in income when the hedged items also are recognized in income.
| u) | Financial instruments – Disclosures |
IFRS 7 requires
a three-level hierarchy for fair value measurement disclosures and requires entities to provide additional disclosures about the relative
reliability of fair value measurements.
The Company’s equity instruments that are reacquired
(treasury shares), are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale,
issuance or cancellation of treasury shares. Any difference between the carrying amount and the consideration received, if reissued, is
recognized in additional paid in capital. Share-based payment options exercised during the reporting period were settled with treasury
shares.
Management of Controladora monitors the Company as
a single business unit that provides air transportation and related services, accordingly it has only one operating segment.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company has two geographic areas identified as
domestic (Mexico) and international (United States of America, Central America and South America).
| x) | Current versus non-current classification |
The Company presents assets and liabilities in the
consolidated statement of financial position based on current/non-current classification. An asset is current when it is: (i) expected
to be realized or intended to be sold or consumed in normal operating cycle, (ii) expected to be realized within twelve months after the
reporting period, or, (iii) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period. All other assets are classified as non-current.
A liability is current when: (i) it is expected to
be settled in normal operating cycle, (ii) it is due to be settled within twelve months after the reporting period, or, (iii) there is
no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Company classifies
all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
CONTROLADORA VUELA COMPAÑÍA DE AVIACIÓN,
S.A.B. DE C.V. AND SUBSIDIARIES
(d.b.a. VOLARIS)
Notes to Condensed Consolidated Financial Statements
As of September 30, 2024, and 2023
(In thousands of U.S. dollars, except when indicated
otherwise)
Description of the business and summary of material
accounting policy information
Controladora Vuela Compañía
de Aviación, S.A.B. de C.V. (“Controladora” or the “Company”) was incorporated in Mexico in accordance
with the laws of Mexico on October 27, 2005.
Controladora is domiciled in
Mexico City at Av. Antonio Dovali Jaime No. 70, 13th Floor, Tower B, Colonia Zedec Santa Fe, Mexico City, Mexico, 01210.
The Company, through its subsidiary
Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V. (“Concesionaria”), has a concession to provide
air transportation services for passengers, cargo and mail throughout Mexico and abroad.
Concesionaria’s concession
was granted by the Mexican federal government through the Mexican Infrastructure, Communications and Transportation Ministry (Secretaría
de Infraestructura, Comunicaciones y Transportes) on May 9, 2005 initially for a period of five years and was extended on February 17,
2010 for an additional period of ten years. On February 24, 2020, Concesionaria’s concession was extended for a 20-year term starting
on May 9, 2020.
Concesionaria made its first commercial flight as
a low-cost airline on March 13, 2006. Concesionaria operates under the trade name of “Volaris”. On June 11, 2013, Controladora
Vuela Compañía de Aviación, S.A.P.I. de C.V. changed its corporate name to Controladora Vuela Compañía
de Aviación, S.A.B. de C.V.
On September 23, 2013, the Company completed its dual
listing Initial Public Offering on the New York Stock Exchange (“NYSE”) and on the Mexican Stock Exchange (Bolsa Mexicana
de Valores, or “BMV”), and on September 18, 2013, its shares started trading under the ticker symbol “VLRS” and
“VOLAR”, respectively.
On November 16, 2015, certain
shareholders of the Company completed a secondary follow-on equity offering on the NYSE.
On December 11, 2020, the Company
announced the closing of an upsized primary follow-on equity offering in which the Company offered 134,000,000 of its Ordinary Participation
Certificates (Certificados de Participación Ordinarios), or CPOs, in the form of American Depositary Shares, or ADSs, at a price
to the public of US$11.25 per ADS in the United States and other countries outside of Mexico, pursuant to the Company’s shelf registration
statement filed with the Securities and Exchange Commission (the “SEC”). In connection with the offering, the underwriters
exercised their option to purchase up to 20,100,000 additional CPOs in the form of ADSs. Each ADS represents 10 CPOs and each CPO represents
a financial interest in one Series A share of common stock of the Company.
On November 10, 2016, the Company,
through its subsidiary Vuela Aviación, S.A. (“Volaris Costa Rica”), obtained from the Costa Rica Civil Aviation Authority
an Air Operator Certificate to provide air transportation services for passengers, cargo and mail, in scheduled and non-scheduled flights
for an initial period of five years. On December 20, 2021,
Volaris Costa Rica´s Air Operator Certificate was renewed, modified and extended for an additional 15- years term. Volaris Costa
Rica started operations on December 1, 2016.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
On August 25, 2021, the Company
through its subsidiary Vuela El Salvador, S.A. de C.V. (“Volaris El Salvador”) obtained from the El Salvadorian Civil Aviation
Authority an Operation Permit, for scheduled and non-scheduled international public air transportation services for passengers, cargo
and mail valid until May 30, 2024. On May 28, 2024 Volaris El Salvador’s Operation Permit was renewed, modified and extended for
an additional 5-years term. Volaris El Salvador started operations on September 15, 2021.
On October 13, 2021, Concesionaria, completed the
issuance of fifteen million (15,000,000) of asset backed trust notes (certificados bursátiles fiduciarios) (the “Trust Notes”)
issued under the ticker VOLARCB 21L for an amount of Ps.1.5 billion Mexican pesos (US$72.1 million, based on an exchange rate of Ps.20.80
to US$1 on October 13, 2021), issued by CIBanco, S.A., Institución de Banca Múltiple, acting as Trustee of the Irrevocable
Trust number CIB/3249 created by Concesionaria, in the second offering under the program authorized by the Mexican National Banking and
Securities Commission for an amount of up to Ps.3.0 billion (three billion pesos 00/100 national currency) (US$144.2 million, based on
an exchange rate of Ps.20.80 to US$1 on October 13, 2021). The Trust Notes are aligned with the Sustainability-Linked Bond Principles
2020, administered by the International Capital Market Association (ICMA) and has Sustainability Objectives (SPT) for the Key Performance
Indicator (KPI), to reduce carbon dioxide emissions from Volaris´ operations, measured as grams of CO2 emissions per revenue passenger/kilometer
(gCO2 / RPK) by 21.54%, 24.08% and 25.53% by 2022, 2023 and 2024, respectively, compared to 2015. This offering incentives the Company
to accomplish its long-term sustainable goals, among which are to reduce CO2 emissions by 35.42% gCO2 / RPK by 2030 vs 2015. The Trust
Notes have a maturity of five years and will pay an interest rate of TIIE 28 plus 200 basis points.
On September 28, 2023 “Concesionaria”
completed the offering of 15,000,000 (fifteen million) asset backed trust notes (certificados bursátiles fiduciarios) (the “Trust
Notes “) in Mexico under the ticker VOLARCB 23 for an amount of Ps.1.5 billion Mexican pesos (US$85.8 million, based on an exchange
rate of Ps.17.47 to US$1 on September 28, 2023) by CIBanco, S.A., Institución de Banca Múltiple, acting as Trustee of the
Irrevocable Trust number CIB/3249 created by Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V., in the third
offering under the program authorized and enlarged by the Mexican National Banking and Securities Commission for an amount of up to Ps.5.0
billion Mexican pesos (US$286.2 million, based on an exchange rate of Ps.17.47 to US$1 on September 28, 2023). The Trust Notes will be
backed by future collection rights under agreements entered into with credit card processors regarding flows derived from the sale of
airline tickets and other related services through VISA and Mastercard credit cards, through their internet portal, travel agencies, call
centers and sales offices. The Trust Notes have a maturity term of five years and will pay an interest rate of Tasa de Interes Interbancaria
de Equilibrio (“TIIE”) 28 plus 215 basis points spread. The underwriters were Casa de Bolsa BBVA México, S.A. de C.V.,
Grupo Financiero BBVA México and Actinver Casa de Bolsa, S.A. de C.V., Grupo Financiero Actinver.
On November 22, 2023, all holders of the 57,513,873
outstanding Series B shares of the Company concluded the conversion of all Series B Shares into 57,513,873 Series A Shares represented
by Ordinary Participation Certificates (Certificados de Participación Ordinarios) in the form of the corresponding American Depositary
Shares.
The accompanying unaudited condensed consolidated
interim financial statements and notes were approved for issuance by the Company’s Chief Executive Officer, Enrique J. Beltranena
Mejicano, and the Chief Financial Officer, Jaime E. Pous Fernández, on October 16, 2024 and subsequent events were considered through
that date.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Basis of preparation
Statement of compliance
The unaudited condensed consolidated interim financial
statements, which include the condensed consolidated statements of financial position as of September 30, 2024 (unaudited) and December
31, 2023 (audited) and the condensed consolidated statements of operations, comprehensive income, for the three and nine months period
ended September 30, 2024 and 2023 (unaudited), changes in equity and cash flows for the nine months period ended September 30, 2024 and
2023 (unaudited), have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial
Reporting and using the same accounting policies as in preparing the annual financial statements, with the exceptions explained below.
The unaudited condensed consolidated interim financial
statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction
with the Company’s annual consolidated financial statements as of December 31, 2023, and 2022 (audited).
Items included in the unaudited condensed consolidated
interim financial statements of each of the Company’s entities are measured using the currency of the primary economic environment
in which each entity operates (“functional currency”). The functional currency of Company and its subsidiary Concesionaria
is the US dollar. The presentation currency of the Company’s unaudited condensed consolidated interim financial statements is the
US dollar. All values in the unaudited condensed consolidated interim financial statements are rounded to the nearest thousand (US$000),
except when otherwise indicated.
The Company has consistently applied its accounting
policies to all periods presented in these financial statements and has provided comparative information for the previous period.
Basis of measurement and presentation
The accompanying unaudited condensed consolidated
interim financial statements have been prepared under the historical-cost convention, except for derivative financial instruments that
are measured at fair value.
The preparation of the unaudited condensed consolidated
interim financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported
in the accompanying unaudited condensed consolidated interim financial statements and notes. Actual results could differ from those estimates.
The accompanying unaudited condensed consolidated
interim financial statements comprise the financial statements of the Company and its subsidiaries. On September 30, 2024 (unaudited)
and December 31, 2023 (audited), for accounting purposes the companies included in the unaudited condensed consolidated interim financial
statements are as follows:
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| Name |
Principal
Activities |
Country |
% Equity interest |
| September 30, 2024 |
December 31
2023 |
| Concesionaria Vuela Compañía de Aviación S.A. P. I. de C.V. |
Air transportation services for passengers, cargo and mail throughout Mexico and abroad |
Mexico |
100% |
100% |
| Vuela Aviación, S.A. |
Air transportation services for passengers, cargo and mail in Costa Rica and abroad |
Costa Rica |
100% |
100% |
| Vuela, S.A. (“Vuela”) (1) |
Air transportation services for passengers, cargo and mail in Guatemala and abroad |
Guatemala |
100% |
100% |
| Vuela El Salvador, S.A. de C.V. |
Air transportation services for passengers, cargo and mail in El Salvador and abroad |
El Salvador |
100% |
100% |
| Comercializadora Volaris, S.A. de C.V. (“Comercializadora”) |
Merchandising of services |
Mexico |
100% |
100% |
| Servicios Earhart, S.A. (1) |
Rendering specialized services to its affiliates |
Guatemala |
100% |
100% |
Servicios Corporativos Volaris, S.A. de C.V.
(“Servicios Corporativos”) |
Rendering specialized services to its affiliates |
Mexico |
100% |
100% |
Comercializadora V Frecuenta, S.A. de C.V.
(“Loyalty Program”) (1) |
Loyalty Program |
Mexico |
100% |
100% |
| Viajes Vuela, S.A. de C.V. (“Viajes Vuela”) |
Travel agency |
Mexico |
100% |
100% |
| Guatemala Dispatch Service, S.A., (“GDS, S.A.”) |
Aeronautical Technical Services |
Guatemala |
100% |
100% |
| Fideicomiso Irrevocable de Administración número F/745291 “Administrative Trust” |
Share administration trust |
Mexico |
100% |
100% |
| Fideicomiso de Administración número CIB/3081 “Administrative Trust” |
Share administration trust |
Mexico |
100% |
100% |
| Fideicomiso Irrevocable de Administración número CIB/3249 “Administrative Trust” |
Asset backed securities trustor and administrator |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3853 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3855 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3866 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S.A., Institución de Banca Múltiple, Fideicomiso CIB/3867 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| CIBanco, S. A, Institución de Banca Múltiple, Fideicomiso CIB/3921 |
Pre-delivery payments financing |
Mexico |
100% |
100% |
| Bank of Utah, Fideicomiso N503VL (2) |
Aircraft administration trust |
Mexico |
100% |
- |
| Bank of Utah, Fideicomiso N504VL (3) |
Aircraft administration trust |
Mexico |
100% |
- |
| (1) | The Companies have not started operations. |
| (2) | The Trust was established effective March 15, 2024. |
| (3) | The Trust was established effective April 16, 2024. |
The financial statements of the subsidiaries are prepared
for the same reporting period as the parent Company, using consistent accounting policies.
Control is achieved when the Company is exposed, or
has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over
the investee. Specifically, the Company controls an investee if, and only if, the Company has:
| (i) | | Power over the investee (i.e., existing rights that give it the current ability to direct
the relevant activities of the investee). |
| (ii) | | Exposure, or rights, to variable returns from its involvement with the investee. |
| (iii) | | The ability to use its power over the investee to affect its returns. |
When the Company has less than a majority of the voting
or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an
investee, including:
| (i) | | The contractual arrangement with the other vote holders of the investee. |
| (ii) | | Rights arising from other contractual arrangements, and |
| (iii) | | The Company’s voting rights and potential voting rights. |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company re-assesses whether it controls an investee
if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from
the date the Company gains control until the date the Company ceases to control the subsidiary.
All intercompany balances, transactions, unrealized
gains and losses resulting from intercompany transactions are eliminated in full on consolidation in the consolidated financial statements.
On consolidation, the assets and liabilities of foreign
operations are translated into U.S. dollar at the exchange rates prevailing at the reporting date and their statements of profit or loss
are translated at the average exchange rates prevailing at the time. The exchange differences arising on translation for consolidation
are recognized in other comprehensive income (“OCI”). On disposal of a foreign operation, the component of OCI relating to
that particular foreign operation is recognized in profit or loss.
Impact of new
International Financial Reporting Standards
New and amended standards and interpretations already
effective
The accounting policies adopted in the preparation
of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company´s
annual consolidated financial statements for the year ended 31 December 2023, except for the adoption of new standards effective as of
1 January 2024.
The Company has not early adopted any standard, interpretation
or amendment that has been issued but is not yet effective. Several amendments apply for the first time in 2024, but do not have an impact
on the interim condensed consolidated financial statements of the Company.
The nature and the effect of these changes are disclosed
below:
Amendments to IAS 1: Classification of Liabilities
as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs
69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
- What is meant by a right to defer settlement.
- That a right to defer must exist at the end of the reporting period.
- That classification is unaffected by the likelihood that an entity will exercise
its deferral right.
- That only if an embedded derivative in a convertible liability is itself an
equity instrument would the terms of a liability not impact its classification.
In addition, a requirement has been introduced to
require disclosure when a liability arising from a loan agreement is classified as noncurrent and the entity’s right to defer settlement
is contingent on compliance with future covenants within twelve months.
The amendments are effective for annual reporting
periods beginning on or after January 1st, 2024, and must be applied retrospectively.
As of September 30, 2024, these amendments did not
have an impact on the unaudited interim condensed consolidated financial statements of the Company.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Amendments to IFRS 16: Lease Liability in a
Sale and Leaseback
In September 2022, the IASB issued amendments to IFRS
16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction,
to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.
The amendments are effective for annual reporting
periods beginning on or after 1 January 2024 and must applied retrospectively to sale and leaseback transactions entered into after the
date of initial application of IFRS 16. Earlier application is permitted, and that fact must be disclosed.
As of September 30, 2024, these amendments did not
have an impact on the unaudited interim condensed consolidated financial statements of the Company.
Supplier Finance Arrangements – Amendments
to IAS 7 and IFRS 7
In May 2023, the IASB issued amendments to IAS 7 Statement
of Cash Flows and IFRS 7 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require
additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements
in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendments will be effective for annual reporting
periods beginning on or after 1 January 2024. Early adoption is permitted but will need to be disclosed.
As of September 30, 2024, these amendments did not
have an impact on the unaudited interim condensed consolidated financial statements of the Company.
Use of judgments,
estimates and assumptions
The preparation of these unaudited interim condensed
consolidated financial statements in accordance with IAS 34 requires management to make estimates, assumptions and judgments that affect
the reported amount of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at
the date of the Company’s unaudited interim condensed consolidated financial statements.
Seasonality of operations
The results of operations for any interim period are
not necessarily indicative of those for the entire year because the business is subject to seasonal fluctuations. The Company expect demand
to be greater during the summer in the northern hemisphere, in December and around Easter, which can fall either in the first or
second quarter, compared to the rest of the year. The Company and subsidiaries generally experience their lowest levels of passenger traffic
in February, September, and October, given their proportion of fixed costs, seasonality can affect their profitability from quarter to
quarter. This information is provided to allow for a better understanding of the results; however, management has concluded that this
does not constitute “highly seasonal” as considered by IAS 34.
Financial instruments and risk management
Financial risk management
The Company’s activities
are exposed to different financial risks stemming from exogenous variables which are not under their control but whose effects might be
potentially adverse such as: (i) market risk, (ii) credit risk, and (iii) liquidity risk.
The Company’s global risk
management program is focused on uncertainty in the financial markets and tries to minimize the potential adverse effects on net earnings
and working capital requirements. The Company uses derivative financial instruments to hedge part of such risks. The Company does not
enter derivatives for trading or speculative purposes. The sources of these financial risk exposures are included in both “on balance
sheet” exposures, such as recognized
financial assets and liabilities, as well as in “off-balance sheet” contractual agreements and on highly expected forecasted
transactions.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
These on and off-balance sheet
exposures, depending on their profiles, do represent potential cash flow variability exposure, in terms of receiving less inflows or facing
the need to meet outflows which are higher than expected, therefore increase the working capital requirements.
Since adverse movements erode the value of recognized
financial assets and liabilities, as well some other off-balance sheet financial exposures, there is a need for value preservation, by
transforming the profiles of these fair value exposures. The Company has a Finance and Risk Management department, which identifies and
measures financial risk exposures, to design strategies to mitigate or transform the profile of certain risk exposures, which are taken
up to the corporate governance level for approval.
Market risk
Since the contractual agreements
with jet fuel suppliers include reference to jet fuel index, the Company is exposed to fuel price risk which might have an impact on the
forecasted consumption volumes. The Company’s jet fuel risk management policy aims to provide the Company with protection against
increases in jet fuel prices. In an effort to achieve the aforesaid, the risk management policy allows the use of derivative financial
instruments available on over the counter (“OTC”) markets with approved counterparties and within approved limits. Aircraft
jet fuel consumed in the three months period ended September 30, 2024, and 2023 represented 32% and 39% of the Company’s operating
expenses, respectively. Additionally, aircraft jet fuel consumed in the nine months ended September 30, 2024, and 2023 represented 34%
and 39% of the Company’s operating expenses, respectively.
In September 2024, the Company
contracted Asian Call Options on US Gulf Coast Jet Fuel 54 designated to hedge 25,832 thousand gallons. These hedges represented a portion
of the projected consumption for the 4Q 2024 and 1Q 2025.
For the three and nine months period
ended September 30, 2023, the Company did not enter into derivative financial instruments to hedge jet fuel.
In accordance with IFRS 9 the Company separates the
intrinsic value from the extrinsic value of an option contract; as such, the change in the intrinsic value can be designated as hedge
accounting. Because extrinsic value (time and volatility values) of the option is related to a “transaction related hedged item”,
it is required to be segregated and accounted for as a cost of hedging in OCI and accrued as a separate component of stockholders’
equity until the related hedged item matures and therefore impacts profit and loss.
The underlying asset (US Gulf Coast Jet Fuel 54) is
a consumption asset (energy commodity), which is not in the Company’s inventory. Instead, it is directly consumed by the Company’s
fleet at different airport terminals. Therefore, although a non-financial asset is involved, its initial recognition does not generate
a book adjustment in the Company’s inventories.
Rather, it is initially accounted
for in the Company’s OCI and a reclassification adjustment is made from OCI to profit and loss and recognized in the same period
or periods in which the hedged item is expected to be allocated to profit and loss. Furthermore, when performing hedges, the Company hedges
its forecasted jet fuel consumption month after month, which is consistent with the maturity date of the monthly serial Asian call options.
As of September 30, 2024, the
fair value of the outstanding US Gulf Coast Jet Fuel Asian call options was US$956. The cost of hedging derived from the extrinsic value
changes of the jet fuel hedged position given the out-of the-money position as of September 30, 2024 recognized in other comprehensive
income totals US$418.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The cost of hedging will be
recycled to the fuel cost during 4Q 2024 and 1Q 2025, as these options expire on a monthly basis and the jet fuel is consumed.
| |
Position as of September 30, 2024
Jet fuel Asian call option contracts maturities |
| |
4Q 2024 |
1Q 2025 |
Total |
| Notional volume in gallons (thousands)* |
|
17,218 |
|
8,614 |
|
25,832 |
| Strike price agreed rate per gallon** |
US$ |
2.25 |
US$ |
2.25 |
US$ |
2.25 |
| Approximate percentage of hedge (of expected consumption value) |
|
20% |
|
10% |
|
15% |
*
US Gulf Coast Jet Fuel 54 as underlying asset
**
Weighted Average
The Company is exposed to transactional foreign currency
risk due to potential mismatches between the currencies in which sales, expenses, receivables, and borrowings are denominated, and the
respective functional currencies of the Company and its subsidiaries. The U.S. dollar is the functional currency for Controladora and
its main subsidiaries. Transactions are primarily denominated in U.S. dollars and Mexican pesos, with minor transactions denominated in
other currencies such as Quetzales, Colombian pesos, and Colones.
Foreign currency risk arises from possible unfavorable
movements in the exchange rate which could have a negative impact in the Company’s cash flows. To mitigate this risk, the Company
may use foreign exchange derivative financial instruments and non-derivative financial instruments.
The summary of quantitative data about the Company’s
exposure to currency risk As of September 30, 2024, is as set forth below:
| |
|
Mexican Pesos |
|
Others(1) |
| Assets: |
(In thousands of U.S. dollars) |
| Cash, cash equivalents and restricted cash |
US$ |
79,250 |
US$ |
11,226 |
| Other accounts receivable, net |
|
73,805 |
|
992 |
| Guarantee deposits |
|
26,597 |
|
472 |
| Other Assets |
|
3,234 |
|
- |
| Derivative Financial instruments |
|
308 |
|
- |
| Total assets |
US$ |
183,194 |
US$ |
12,690 |
| |
|
|
|
|
| Liabilities: |
|
|
|
|
| Financial debt |
US$ |
128,735 |
US$ |
- |
| Lease liabilities |
|
21,563 |
|
56 |
| Suppliers |
|
137,307 |
|
3,301 |
| Other liabilities |
|
228,909 |
|
3,219 |
| Total liabilities |
US$ |
516,514 |
US$ |
6,576 |
| Net foreign currency position |
US$ |
(333,320) |
US$ |
6,114 |
(1) The
foreign exchange exposure includes: Colones, Quetzales and Colombian pesos.
At October 22, 2024, date of issuance of these unaudited
condensed consolidated financial statements, the exchange rate was Ps. 19.8325
per U.S. dollar.
The summary of quantitative data about the Company’s
exposure to currency risk As of December 31, 2023, is as set forth below:
| |
|
Mexican Pesos |
|
Others(1) |
| Assets: |
(In thousands of U.S. dollars) |
| Cash, cash equivalents and restricted cash |
US$ |
100,488 |
US$ |
13,287 |
| Other accounts receivable, net |
|
54,594 |
|
34,650 |
| Guarantee deposits |
|
29,951 |
|
514 |
| Derivative Financial instruments |
|
1,683 |
|
- |
| Total assets |
US$ |
186,716 |
US$ |
48,451 |
| |
|
|
|
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| Liabilities: |
|
|
|
|
| Financial debt |
US$ |
186,251 |
US$ |
- |
| Lease liabilities |
|
19,655 |
|
73 |
| Suppliers |
|
142,453 |
|
2,254 |
| Other liabilities |
|
57,283 |
|
2,958 |
| Total liabilities |
US$ |
405,642 |
US$ |
5,285 |
| Net foreign currency position |
US$ |
(218,926) |
US$ |
43,166 |
(1) The
foreign exchange exposure includes: Colones, Quetzales and Colombian pesos.
In determining the spot exchange rate to use on initial
recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability
relating to advance consideration, the date of the transaction is the date on which the Company initially recognizes the non-monetary
asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company
determines the transaction date for each payment or receipt of advance consideration.
As of September 30,
2024 and December 31, 2023, the Company did not enter into foreign exchange rate derivatives financial instruments.
Interest rate risk is the risk that the fair value
of future cash flows will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in
market interest rates relates primarily to the Company’s long-term debt obligations and flight equipment lease agreements with floating
interest rates.
The Company’s results are affected by fluctuations
in certain benchmark market interest rates due to the impact that such changes may have on interest bearing contractual agreements indexed
to the Secured Overnight Financing Rate (“SOFR”).
In November 2020 the ICE Benchmark Administration
(“IBA”), the FCA-regulated and authorized administrator of LIBOR, announced that starting 2022, LIBOR would no longer be used
to issue new loans and the last rates were published on 30 September 2023. As of September 30, 2024, and December 31, 2023, all our US
dollar financing facilities at floating rate are referenced to SOFR.
The Company uses derivative financial instruments
to reduce its exposure to fluctuations in market interest rates and accounts for these instruments as an accounting hedge.
In most cases, when a derivative can be tailored within
the terms and it perfectly matches cash flows of a leasing agreement, it may be designated as a CFH and the effective portion of fair
value variations are recorded in equity until the date the cash flow of the hedged lease payment is recognized in the consolidated statements
of operations.
In July 2019 the Irrevocable Trust number CIB/3249,
whose trustor is the Company, entered a cap to mitigate the risk due to interest rate increases on the CEBUR (VOLARCB19) coupon payments.
The floating rate coupons reference to TIIE 28 were limited under the “cap” to 10% on the reference rate for the life of the
CEBUR (VOLARCB19) and had the same amortization schedule.
The cap started on July 19, 2019, and the maturity
date was June 20, 2024, consisting of 59 “caplets” with the same specifications as the CEBUR (VOLARCB19) coupons for reference
rate determination, coupon term, and fair value.
In addition, during November 2021 the Trust entered
a cap to mitigate the risk due to interest rate increases on the CEBUR (VOLARCB21L) coupon payments. The floating rate coupons reference
to TIIE 28 limited under the cap to 10% on the reference rate for the life of the CEBUR (VOLARCB21L) and have the same amortization schedule.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The cap started on November 3, 2021, and the maturity
date is October 20, 2026, consisting of 59 “caplets” with the same specifications as the CEBUR (VOLARCB21L) coupons for reference
rate determination, coupon term, and fair value.
In October 2023 the Trust entered a cap to mitigate
the risk due to interest rate increases on the CEBUR (VOLARCB23) coupon payments. The floating rate coupons reference to TIIE 28 are limited
under the cap to 13% on the reference rate for the life of the CEBUR (VOLARCB23) and have the same amortization schedule.
The cap started on October 20,
2023, and the maturity date is September 20, 2028, consisting of 59 “caplets” with the same specifications as the CEBUR (VOLARCB23)
coupons for reference rate determination, coupon term, and fair value.
As of September 30, 2024 and December 31, 2023, the
Company’s outstanding hedging contracts in the form of interest rate caps with notional of US$129.5 million and US$187.4 million,
respectively, had fair values of US$308 and US$1,683, respectively, and are presented as part of the financial assets in the condensed
consolidated statement of financial position.
During the three months period ended September 30,
2024, and 2023, the amortization of the intrinsic value of the cap was US$211 and US$154, respectively, recycled to the statement of operations
as part of the finance cost.
During the nine months period ended September 30,
2024, and 2023, the amortization of the intrinsic value of the cap was US$706 and US$352, respectively, recycled to the statement of operations
as part of the finance cost.
In August 2024 the Company entered into T-Locks agreements
(Treasury Rate Locks) to mitigate the risk associated with floating rates indexed to lease agreements. The floating rate referenced to
US5Y (United States 5Y Treasury Note) was locked for a notional of US$24,900 maturing in August 2024. As of September 30, 2024 the Company
recognized a total of US$124 in other comprehensive income.
As of September 30, 2024, the Company does
not have any outstanding hedging contracts balances in the form of T-Locks.
Liquidity risk represents the risk that the Company
has insufficient funds to meet its obligations. Because of the cyclical nature of the business, the operations, and its investment and
financing needs related to the acquisition of new aircraft and renewal of its fleet, the Company requires liquid funds to meet its obligations.
The Company manages its cash, cash equivalents and
its financial assets, relating the terms of investments with those of its obligations. Its policy is that the average term of its investments
may not exceed the average term of its obligations. This cash and cash equivalents position is invested in highly liquid short-term instruments
through financial entities.
The Company has future obligations related to maturities
of bank borrowings, lease liabilities and derivative contracts. The Company’s exposure outside consolidated statements of financial
position represents the future obligations related to aircraft purchase contracts. The Company concluded that it has a low concentration
of risk since it has access to alternate sources of funding.
The Company has debts related to the Aircraft pre-delivery
payments, which are settled with the reimbursement of the Aircraft pre-delivery payments when the sale and leaseback transaction is carried
out.
The table below presents the Company’s contractual
principal payments required on its financial liabilities and the derivative financial instruments fair value:
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| |
September 30, 2024 |
| |
Within one
year |
More than a year |
Total |
| Interest-bearing borrowings: |
|
|
|
|
|
|
| Pre-delivery payments facilities |
US$ |
243,173 |
US$ |
152,933 |
US$ |
396,106 |
| Asset backed trust note (“CEBUR”) |
|
25,473 |
|
104,013 |
|
129,486 |
| Other financial agreements |
|
19,405 |
|
185,827 |
|
205,232 |
| |
|
|
|
|
|
|
| Lease liabilities: |
|
|
|
|
|
|
| Aircraft, engines, land and buildings leases |
|
386,641 |
|
2,598,995 |
|
2,985,636 |
| Aircraft and engine lease return obligation |
|
19,890 |
|
319,914 |
|
339,804 |
| Total |
US$ |
694,582 |
US$ |
3,361,682 |
US$ |
4,056,264 |
| |
December 31, 2023 |
| |
Within one
year |
More than a year |
Total |
| Interest-bearing borrowings: |
|
|
|
|
|
|
| Pre-delivery payments facilities |
US$ |
157,318 |
US$ |
151,322 |
US$ |
308,640 |
| Asset backed trust note (“CEBUR”) |
|
44,396 |
|
143,054 |
|
187,450 |
| Other financial agreements |
|
12,157 |
|
140,906 |
|
153,063 |
| |
|
|
|
|
|
|
| Lease liabilities: |
|
|
|
|
|
|
| Aircraft, engines, land and buildings leases |
|
372,697 |
|
2,518,745 |
|
2,891,442 |
| Aircraft and engine lease return obligation |
|
803 |
|
286,405 |
|
287,208 |
| Total |
US$ |
587,371 |
US$ |
3,240,432 |
US$ |
3,827,803 |
Credit risk is the risk that any counterparty will
not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit
risk from its operating activities (primarily for trade receivables) and from its financing activities, including deposits with banks
and financial institutions, foreign exchange transactions and other financial instruments including derivatives.
Financial instruments that expose the Company to credit
risk involve mainly cash equivalents and accounts receivable. Credit risk on cash equivalents relates to amounts invested with major financial
institutions.
Credit risk on accounts receivable relates primarily
to amounts receivable from the international credit card companies. The Company has a high receivable turnover; hence management believes
credit risk is minimal due to the nature of its businesses, which have a large portion of their sales settled in credit cards.
The credit risk on liquid funds and derivative financial
instruments is limited because the counterparties have a high credit rating assigned by international credit-rating agencies.
Outstanding derivative financial instruments could
expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company does not
expect any of its counterparties to fail to meet their obligations. The amount of such credit exposure is generally the unrealized gain,
if any, in such contracts.
To manage credit risk, the Company selects counterparties
based on credit assessments, limits overall exposure to any single counterparty and monitors the market position with each counterparty.
The Company does not purchase or hold derivative financial instruments for trading purposes.
As of September 30, 2024, the Company determined that
its credit risk associated with outstanding derivative financial instruments is low, as it exclusively engages in such instruments with
counterparties that have high credit ratings assigned by international credit-rating agencies.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Management believes that the resources available to
the Company are enough for its present requirements and will be sufficient to meet its anticipated requirements for capital expenditures
and other cash requirements for the next fiscal year. The primary objective of the Company’s capital management is to ensure that
it maintains healthy capital ratios to support its business and maximize the shareholder’s value. No changes were made in the objectives,
policies, or processes for managing capital during the nine months period ended September 30, 2024 and the year ended December 31, 2023. The Company is not subject
to any externally imposed capital requirement, other than the legal reserve.
As part of the management strategies related to acquisition
of its aircraft (pre-delivery payments), the Company pays the associated short-term obligations by entering into sale-leaseback agreements,
whereby an aircraft is sold to a lessor upon delivery.
Fair value measurements
The only financial assets and liabilities measured
at fair value after initial recognition are the derivative financial instruments. Fair value is the price that would be received from
sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair
value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
| (i) | In the principal market for the asset or liability, or |
| (ii) | In the absence of a principal market, in the most advantageous market for the asset or liability. |
The principal or the most advantageous market must
be accessible to the Company.
The fair value of an asset or a liability is assessed
using the course of thought which market participants would use when pricing the asset or liability, assuming that market participants
act in their economic best interest.
The assessment of a non-financial asset’s fair
value considers the market participant’s ability to generate economic benefits by using the asset in its highest and best use or
by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate
in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is
measured or disclosed in the unaudited condensed consolidated interim financial statements are categorized within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
| · | Level 1 – Quoted (unadjusted) prices in active markets for identical
assets or liabilities. |
| · | Level 2 – Valuation techniques for which the lowest level input that
is significant to the fair value measurement is directly or indirectly observable. |
| · | Level 3 – Valuation techniques for which the lowest level input that
is significant to the fair value measurement is unobservable. |
For assets and liabilities that are recognized in
the unaudited condensed consolidated financial statements on a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company
has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the
level of the fair value hierarchy as explained above.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Set out below, is a comparison by class of the carrying
amounts and fair values of the Company’s financial instruments, other than those for which carrying amounts are reasonable approximations
of fair values:
| |
|
Carrying amount |
|
Fair value |
| |
|
September 30, 2024 |
|
December 31, 2023 |
|
September 30, 2024 |
|
December 31, 2023 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Derivative financial Instruments |
|
US$ |
1,264 |
|
US$ |
1,683 |
|
US$ |
1,264 |
|
US$ |
1,683 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Financial debt (Interest-bearing loans and borrowings) |
|
|
(730,824) |
|
|
(649,153) |
|
|
(760,229) |
|
|
(671,590) |
| Total |
|
US$ |
(729,560) |
|
US$ |
(647,470) |
|
US$ |
(758,965) |
|
US$ |
(669,907) |
The following table summarizes the fair value measurements
by hierarchy as of September 30, 2024:
| |
Fair value measurement |
| |
|
Quoted prices
in active
markets
Level 1 |
|
Significant
observable
inputs
Level 2 |
|
Significant unobservable
inputs
Level 3 |
|
Total |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| Jet Fuel Asian Call Options (2) |
|
US$ |
- |
|
US$ |
956 |
|
US$ |
- |
|
US$ |
956 |
| Interest rate Caps |
|
|
- |
|
|
308 |
|
|
- |
|
|
308 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest-bearing loans and borrowings (1) |
|
|
- |
|
|
(760,229) |
|
|
- |
|
|
(760,229) |
| Net |
|
US$ |
- |
|
US$ |
(758,965) |
|
US$ |
- |
|
US$ |
(758,965) |
(1)
SOFR curve and TIIE Mexican interbank rate. Includes short-term and long-term debt.
There were no transfers between level 1 and level 2
during the period.
(2)
Jet fuel forward levels.
The following table summarizes the fair value measurements
by hierarchy as of December 31, 2023:
| |
Fair value measurement |
| |
|
Quoted prices
in active
markets
Level 1 |
|
Significant
observable
inputs
Level 2 |
|
Significant unobservable
inputs
Level 3 |
|
Total |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate Caps |
|
US$ |
- |
|
US$ |
1,683 |
|
US$ |
- |
|
US$ |
1,683 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest-bearing loans and borrowings (1) |
|
|
- |
|
|
(671,590) |
|
|
- |
|
|
(671,590) |
| Net |
|
US$ |
- |
|
US$ |
(669,907) |
|
US$ |
- |
|
US$ |
(669,907) |
(1)
SOFR curve and TIIE Mexican interbank rate. Includes short-term and long-term debt.
There were no transfers between level 1 and level 2
during the period.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The following table summarizes the gain from derivatives
financial instruments recognized in the unaudited condensed consolidated statements of operations for the three months period ended September
30, 2024, and 2023:
Unaudited condensed consolidated statements of
operations
| |
|
|
For the three months period ended
September 30, |
| Instrument |
|
Financial statements line |
2024 |
|
2023 |
| Interest rate cap |
|
Finance cost |
US$ |
(211) |
|
US$ |
(154) |
| |
|
|
|
|
|
|
|
The following table summarizes the gain from derivatives
financial instruments recognized in the unaudited condensed consolidated statements of operations for the nine months period ended September
30, 2024, and 2023:
Unaudited condensed consolidated statements of
operations
| |
|
|
For the nine months period ended
September 30, |
| Instrument |
|
Financial statements line |
2024 |
|
2023 |
| Interest rate cap |
|
Finance cost |
US$ |
(706) |
|
US$ |
(352) |
| |
|
|
|
|
|
|
|
The following table summarizes the net loss on CFH
before taxes recognized in the unaudited condensed consolidated statements of other comprehensive income for the three months period ended
September 30, 2024, and 2023:
Unaudited condensed consolidated statements of other comprehensive income
| |
|
For the three months period ended
September 30, |
| Instrument |
Financial statements line |
2024 |
2023 |
| Jet Fuel Asian Call Options |
OCI |
US$ |
(418) |
US$ |
- |
| T-Locks |
OCI |
|
(124) |
|
- |
| Interest rate cap |
OCI |
|
(520) |
|
436 |
| |
|
US$ |
(1,062) |
US$ |
436 |
The following table summarizes the net loss on CFH
before taxes recognized in the unaudited condensed consolidated statements of other comprehensive income for the nine months period ended
September 30, 2024, and 2023:
Unaudited condensed consolidated statements of other comprehensive income
| |
|
For the nine months period ended
September 30, |
| Instrument |
Financial statements line |
2024 |
2023 |
| Jet Fuel Asian Call Options |
OCI |
US$ |
(418) |
US$ |
- |
| T-Locks |
OCI |
|
(124) |
|
- |
| Interest rate cap |
OCI |
|
(196) |
|
271 |
| |
|
US$ |
(738) |
US$ |
271 |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Financial assets and liabilities
As of September 30, 2024 and December 31, 2023, the
Company’s financial assets measured at amortized cost are represented by cash, cash equivalents and restricted cash, short-term
investments, trade and other accounts receivable, for which their carrying amount is a reasonable approximation of fair value.
| |
|
September 30, 2024 |
|
December 31, 2023 |
| Derivative financial instruments designated as cash flow hedges (effective portion recognized within OCI) |
|
|
|
|
| Jet Fuel Asian Call Options |
US$ |
956 |
US$ |
- |
| Interest rate cap |
|
308 |
|
1,683 |
| Total derivative financial assets |
US$ |
1,264 |
US$ |
1,683 |
| |
|
|
|
|
|
Presented on the consolidated statements of
financial position as follows: |
|
|
|
|
| Current |
US$ |
956 |
US$ |
- |
| Non-current |
US$ |
308 |
US$ |
1,683 |
| (i) | As of September 30, 2024 and December 31, 2023, the Company’s short-term
and long-term debt consists of the following: |
| |
|
September 30,
2024 |
December 31,
2023 |
| I. |
Asset-backed trust notes (“CEBUR”), in Mexican pesos, matured on June 20th, 2024, bearing an annual interest rate of TIIE plus 175 basis points. |
US$ |
- |
US$ |
14,799 |
| |
|
|
|
|
|
| II. |
Asset-backed trust notes (“CEBUR”), in Mexican pesos, with a maturity date on October 20th, 2026, bearing an annual interest rate of TIIE plus 200 basis points, plus 25 basis points (1). |
|
53,068 |
|
83,859 |
| |
|
|
|
|
|
| III. |
Asset-backed trust notes (“CEBUR”), in Mexican pesos, with a maturity date on September 20th, 2028, bearing an annual interest rate of TIIE plus 215 basis points. |
|
76,418 |
|
88,792 |
| |
|
|
|
|
|
| IV. |
Revolving credit line with Banco Santander, S.A., (“Santander”) and Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”), in U.S. dollars, to finance pre-delivery payments, bearing an annual interest rate of SOFR plus a spread of 298 basis points, plus 5 basis points1. In August 2024, the Company increased the facility amount to include additional aircraft, extending the maturity date to December 31, 2028. |
|
107,870 |
|
57,855 |
| |
|
|
|
|
|
| V. |
Pre-delivery payments financing with JSA International U.S. Holdings, LLC, with a maturity date on November 30, 2025, bearing an annual interest of SOFR plus a spread of 300 basis points, along with additional adjustment up to 26 basis points. |
|
25,907 |
|
35,983 |
| |
|
|
|
|
|
| VI. |
Pre-delivery payments financing with GY Aviation Lease 1714 Co. Limited, with maturity date on November 30, 2025, bearing annual interest of SOFR plus a spread of 425 basis points, along with additional adjustment up to 26 basis points. |
|
60,629 |
|
64,495 |
| |
|
|
|
|
|
| VII. |
Pre-delivery payments financing with Incline II B Shannon 18 Limited, with maturity date on May 31, 2025, bearing annual interest of SOFR plus a spread of 390 basis points. |
|
87,636 |
|
107,178 |
| |
|
|
|
|
|
| VIII. |
Pre-delivery payments financing with Oriental Leasing 6 Company Limited, with maturity date on May 31, 2026, bearing an annual interest of SOFR plus a spread of 200 basis points, along with additional adjustment up to 26 basis points |
|
114,064 |
|
43,129 |
| |
|
|
|
|
|
| IX. |
Financing for the acquisition of engines with Tarquin Limited, with maturity on September 7, 19 and 25, 2028, bearing an annual interest of 6.20%. |
|
42,384 |
|
44,052 |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| |
|
|
|
|
|
| X. |
Financing for the acquisition of engines with NBB-V11218 Lease Partnership, with maturity in September 29, 2028, bearing an annual interest of 6.20%. |
|
8,281 |
|
8,821 |
| |
|
|
|
|
|
| XI. |
Financing for the acquisition of engines with NBB-V11951 Lease Partnership, with maturity in September 29, 2028, bearing an annual interest of 6.20%. |
|
7,644 |
|
8,143 |
| |
|
|
|
|
|
| XII. |
Financing for the acquisition of engines with Wilmington Trust SP Services (Dublin) Limited (not in its individual capacity but solely as Owner Trustee) for the acquisition of several engines, with maturity in September and October 2028, bearing an annual interest of 7.16%. |
|
65,736 |
|
71,507 |
| |
|
|
|
|
|
| XIII. |
Financing for the acquisition of engines with NBB Pintail Co., LTD, with maturity date on November 27, 2028, bearing an annual interest of 6.99%. |
|
19,986 |
|
20,540 |
| |
|
|
|
|
|
| XIV |
Financing for the acquisition of engines with Bank of Utah Corporate Trust, with maturity date in July and August 2029, bearing an annual interest of 6.10% |
|
61,201 |
|
- |
| |
|
|
|
|
|
| XV. |
Transaction costs to be amortized. |
|
(2,925) |
|
(3,158) |
| |
|
|
|
|
|
| XVI. |
Accrued interest and other financial cost. |
|
11,177 |
|
7,070 |
| |
|
|
739,076 |
|
653,065 |
| |
Less: Short-term maturities |
US$ |
298,570 |
US$ |
220,289 |
| |
Long-term financial debt |
US$ |
440,506 |
US$ |
432,776 |
TIIE: Mexican interbank rate
SOFR: Secured Overnight Financing Rate
(1) Sustainability adjustment
(ii) The following table
provides a summary of the Company’s scheduled remaining principal payments of financial debt and accrued interest on September
30, 2024:
| |
|
Within one year |
|
October 2025-
September 2026 |
|
October 2026-
September 2027 |
|
October 2027-onwards |
|
Total |
| Santander/Bancomext |
|
US$ |
13,973 |
|
US$ |
82,070 |
|
US$ |
6,055 |
|
US$ |
5,772 |
|
US$ |
107,870 |
| Programa CEBUR |
|
|
25,473 |
|
|
25,473 |
|
|
40,331 |
|
|
38,209 |
|
|
129,486 |
| JSA International U.S. Holdings, LLC |
|
|
25,907 |
|
|
- |
|
|
- |
|
|
- |
|
|
25,907 |
| GY Aviation Lease 1714 Co. Limited |
|
|
60,629 |
|
|
- |
|
|
- |
|
|
- |
|
|
60,629 |
| Incline II B Shannon 18 Limited |
|
|
87,636 |
|
|
- |
|
|
- |
|
|
- |
|
|
87,636 |
| Oriental Leasing 6 Company Limited |
|
|
55,028 |
|
|
59,036 |
|
|
- |
|
|
- |
|
|
114,064 |
| Tarquin Limited |
|
|
2,347 |
|
|
2,497 |
|
|
2,656 |
|
|
34,884 |
|
|
42,384 |
| Lease Partnership NBB-V11218 |
|
|
760 |
|
|
809 |
|
|
861 |
|
|
5,851 |
|
|
8,281 |
| Lease Partnership NBB-V11951 |
|
|
701 |
|
|
746 |
|
|
794 |
|
|
5,403 |
|
|
7,644 |
| Wilmington Trust SP Services (Dublin) Limited |
|
|
8,223 |
|
|
8,840 |
|
|
9,503 |
|
|
39,170 |
|
|
65,736 |
| NBB Pintail Co. LTD |
|
|
785 |
|
|
842 |
|
|
903 |
|
|
17,456 |
|
|
19,986 |
| Bank of Utah Corporate Trust |
|
|
6,589 |
|
|
7,002 |
|
|
7,441 |
|
|
40,169 |
|
|
61,201 |
| Financial debt |
|
|
288,051 |
|
|
187,315 |
|
|
68,544 |
|
|
186,914 |
|
|
730,824 |
| Accrued interest |
|
|
11,177 |
|
|
- |
|
|
- |
|
|
- |
|
|
11,177 |
| Total |
|
US$ |
299,228 |
|
US$ |
187,315 |
|
US$ |
68,544 |
|
US$ |
186,914 |
|
US$ |
742,001 |
On June 8, 2022, the Company entered pre-delivery
payments financing with Santander/Bancomext at an annual interest rate of SOFR plus 298 basis points, for the acquisition of its aircraft
through a revolving facility. For purposes of financing these pre-delivery payments, a Mexican trust was created whereby, the Company
assigned its rights and obligations under the Airbus Purchase Agreement with Airbus S.A.S. (“Airbus”), including its obligation
to make pre-delivery payments to the Mexican trust. The Company guaranteed the obligations of the Mexican trusts under the financing agreement
(CIBanco, S.A. Institución de Banca Múltiple) Trust 3853. A feature of this financing is that it will incur an additional
five (5) basis points if the sustainability goals are not met. On August 31, 2023, the interest rate increased by five (5) basis points,
with the possibility of mitigating the additional rate if the objectives are met in the upcoming years.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
In August 2024, the Company signed an amendment to
increase the facility amount and include the predelivery payments for additional aircraft, with a new maturity date on December 31, 2028.
The “Santander/Bancomext 2022” loan agreement
provides for certain covenants, including limits to the ability to, among others:
| i) | Incur debt above a specified debt basket unless certain financial ratios
are met. |
| iii) | Merge with or acquire any other entity without the previous authorization
of the Banks. |
| iv) | Dispose of certain assets. |
| v) | Declare and pay dividends or make distributions on the Company’s share
capital. |
As of September 30, 2024 and December 31, 2023, the
Company complied with the covenants under the mentioned loan agreement.
The Company signed in April 2022 three pre-delivery
payments financing with lessors for the acquisition of aircraft. For this purpose, a Mexican trust was created for each contract (CIBanco,
S.A. Institución de Banca Múltiple), for JSA International U.S. Holdings, LLC Trust 3866, for GY Aviation Lease 1714 Co.
Limited Trust 3855, and Incline II B Shannon 18 Limited Trust 3867. These facilities do not include financial covenants or restrictions.
The company signed in July 2022 a pre-delivery payment
financing with lessors for the acquisition of aircraft with Oriental Leasing 6 Company Limited. For this purpose, a Mexican trust was
created with CIBanco, S.A. Institución de Banca Múltiple, Trust 3921. This facility does not include financial covenants
or restrictions.
On June 20, 2019, the Company, through its subsidiary
Concesionaria issued 15,000,000 asset-backed trust notes (“CEBUR”) under the ticket VOLARCB 19 for Ps.1.5 billion Mexican
pesos (US$76.4 million, based on an exchange rate of Ps.19.63 to US$1 on September 30, 2024), through the Fideicomiso Irrevocable de Administración
número CIB/3249 created by Concesionaria. The issuance amount is part of a program approved by the Mexican National Banking and
Securities Commission (Comisión Nacional Bancaria y de Valores) for an amount of up to Ps.3.0 billion Mexican pesos (US$152.8 million,
based on an exchange rate of Ps.19.63 to US$1 on September 30, 2024).
The notes had a five-year maturity annual reduction
of Ps.250,000, Ps.500,000, Ps.500,000 and Ps.250,000 (US$12.7 million, US$25.4 million, US$25.4 million y US$12.7 million, based on an
exchange rate of Ps.19.63 to US$1 on September 30, 2024) in 2021, 2022, 2023 and 2024, respectively, with a floating one-month coupon
rate referenced to TIIE 28 plus 175 basis points spread. The notes started amortizing at the end of the second year.
The asset-backed trust notes under the ticker VOLARCB19
were fully amortized on June 20, 2024.
On October 13, 2021, the Company, through its subsidiary
Concesionaria issued in the Mexico market a second issuance of 15,000,000 asset-backed trust notes (“CEBUR”) under the ticket
VOLARCB21L for Ps.1.5 billion Mexican pesos (US$76.4 million, based on an exchange rate of Ps.19.63 to US$1 on September 30, 2024), through
the Fideicomiso Irrevocable de Administración número CIB/3249 created by Concesionaria. The issuance amount is part of a
program approved by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) for an amount
of up to Ps.3.0 billion Mexican pesos (US$152.8 million, based on an exchange rate of Ps.19.63 to US$1 on September 30, 2024). With this
second issuance, the total amount approved for the program had been reached.
The Trust Notes comply with the Sustainability-Linked
Bond Principles 2020, administered by the International Capital Market Association (ICMA). The Sustainability Objectives (SPT) for the
KPI, are to reduce carbon dioxide emissions measured as grams of CO2 emissions per revenue passenger/kilometer (gCO2 / RPK) by 21.54%,
24.08% and 25.53% by 2022, 2023, and 2024, respectively, compared to 2015. This offering will help the Company to accomplish its long-term sustainable
goals, among which is to reduce CO2 emissions by 35.42% in 2030.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
A feature of the asset-backed
trust notes is that they will pay an additional twenty-five (25) basis points to the interest rate if the sustainability goals are not
met. On September 20, 2023, the interest rate increased by twenty-five (25) basis points, with the possibility of mitigating the additional
rate if the 2023 or 2024 targets are met.
The notes have a five-year maturity
annual reduction of Ps.83,333, Ps.500,000, Ps.500,000 and Ps.416,667 (US$4.2 million, US$25.4 million, US$25.4 million y US$21.2 million,
based on an exchange rate of Ps.19.63 to US$1 on September 30, 2024) in 2023, 2024, 2025 and 2026, respectively, with a floating one-month
coupon rate referenced to TIIE 28 plus 200 basis points, and adjustment of twenty-five (25) basis points starting on September 20th, 2023.
The notes started amortizing at the end of the second year.
On September 28, 2023, the Mexican
National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) approved an increasing amount of the actual
program of up to Ps.5.0 billion Mexican pesos (US$254.7 million, based on an exchange rate of Ps.19.63 to US$1 on September 30, 2024).
With this authorization, the Company, through its subsidiary Concesionaria issued in the Mexico market a third issuance of 15,000,000
asset-backed trust notes (“CEBUR”) under the ticket VOLARCB23 for Ps.1.5 billion (US$76.4 million, based on an exchange rate
of Ps.19.63 to US$1 on September 30, 2024) through the Fideicomiso Irrevocable de Administración número CIB/3249 created
by Concesionaria.
The notes have a five-year maturity annual reduction
of Ps.187,500, Ps.750,000 and Ps.562,500 (US$9.5 million, US$38.2 million and US$28.6 million, based on an exchange rate of Ps.19.63 to
US$1 on September 30, 2024) in 2026, 2027 and 2028, respectively, with a floating one-month coupon rate referenced to TIIE 28 plus 215
basis points spread. The notes will start amortizing at the end of the third year.
The asset-backed trust note’s structure operates
on specific rules and provides a DSCR “Debt Service Coverage Ratio” which is computed by comparing the Mexican Peso collections
over the previous six months to the next six months of debt service. In general, retention of funds does not exist if the ratio exceeds
2.5 times. Amortization on the asset-backed trust notes began in July of 2021 for the first issuance, the second issuance began in November
of 2023 and the third issuance will begin in October 2026. In addition, early amortization applies if:
| i) | The Debt Coverage Ratio is less than 1.75x on any of the determination dates; |
| ii) | An event of retention is not covered in a period of 90 consecutive days; |
| iii) | The debt service reserve account of any series maintains on deposit an amount
less than the required balance of the debt service reserve account for a period that includes two or more consecutive payment methods; |
| iv) | Insolvency event of Concesionaria; |
| v) | The update of a new insolvency event in relation to the Concesionaria; |
| vi) | Updating a new event of default. |
In the event of default, the Trustee will refrain
from delivering any amount that it would otherwise require to deliver to Concesionaria and will dedicate the use of such cash flow to
amortize the principal of the trust notes (“CEBUR”).
As of September 30, 2024, the Company was in compliance
with the conditions of the asset-backed trusted notes.
In December 2021, the Company renewed its working
capital facility with Banco Sabadell S.A., Institución de Banca Multiple (“Sabadell”) in Mexican pesos. The facility
matured in December 2023.
The “Sabadell” working capital facility
had the following covenant:
i) Joint obligor (Concesionaria) must represent 85%
of EBITDA of the holding.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company settled this short-term loan on January
5, 2023, as such any potential effects of the non-compliance were solved with the payment. The non-compliance did not trigger any cross-default
provisions in other debt instruments or any lease agreement of the Company. The facility expired in December 2023.
In December 2022, the Company signed a working capital
facility with Banco Actinver S.A., Institución de Banca Múltiple (“Actinver”) in Mexican pesos, bearing annual
interest rate at TIIE 28 days plus 250 basis points margins. As of September 30, 2024, the facility is not disbursed.
The “Actinver” working capital facility
does not include certain obligations.
Other financial agreements
During 2023, the Company entered into several agreements
that qualified as failed sale and leaseback transactions. Consequently, these agreements were accounted for as financing transactions.
The details of these agreements are presented as follows:
1) In September 2023, the Company entered into financing
agreements with Tarquin Limited for the acquisition of engines The agreements bear an annual interest rate of 6.20% and mature in 2028.
2) In September 2023, the Company also entered into
additional financing agreements with NBB-V11218 Lease Partnership and with NBB-V11951 Lease Partnership, for the acquisition of engines.
These agreements bear an annual interest of 6.20% and mature in 2028.
3) In September and October 2023, the Company entered
into financing agreements with Wilmington Trust SP Services (Dublin) Limited (not in its individual capacity but solely as Owner Trustee)
for the acquisition of engines. These agreements bear an annual interest rate of 7.16% and mature in 2028.
4) In November 2023, the Company entered into financing
agreements with NBB Pintail Co Ltd for the acquisition of engines. These agreements bear an annual interest rate of 6.99% and mature in
2028.
5) In August and September 2024, the Company entered
into financing agreements with Bank of Utah Corporate Trust, for the acquisition of engines. These agreements bear an annual interest
rate of 6.10% and mature in 2029.
Cash, cash equivalents and restricted cash
As of September 30, 2024, and December 31, 2023, this
caption is comprised as follows:
| |
September 30,
2024 |
December 31,
2023 |
| Cash in banks |
US$ |
191,759 |
US$ |
117,764 |
| Cash on hand |
|
1,051 |
|
850 |
| Short-term investments |
|
582,410 |
|
642,604 |
| Restricted funds held
in trust related to debt service reserves at the end of “reserves”(1) |
|
9,146 |
|
12,936 |
| Total cash, cash equivalents and restricted cash |
US$ |
784,366 |
US$ |
774,154 |
(1) As of September
30, 2024, and December 31, 2023, the Company recorded a portion of advance ticket sales by an amount of US$9,146 and US$12,936, respectively
as a restricted fund. The restricted funds held in Trust are used to constitute the debt service reserves and cannot be used for purposes
other than those established in the contract of the Trust.
Related parties
| a) | An analysis of balances due from/to related parties at As of September 30,
2024, and December 31, 2023, is provided below. |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
All companies are considered affiliates, since the
Company’s primary shareholders or directors are also direct or indirect shareholders of the related parties:
| |
Type of transaction |
Country
of origin |
September 30, 2024 |
December 31, 2023 |
Terms |
| Due from: |
|
|
|
|
|
|
|
| Frontier Airlines Inc. (“Frontier”) |
Code - share |
USA |
US$ |
3,973 |
US$ |
- |
30 days |
| Jetsmart Airlines SpA |
Professional fees |
Chile |
|
120 |
|
- |
30 days |
| |
|
|
|
4,093 |
|
- |
|
| Due to: |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Frontier Airlines Inc. (“Frontier”) |
Code-share |
USA |
US$ |
1,996 |
US$ |
1,918 |
30 days |
| MRO Commercial, S.A. (“MRO”) |
Aircraft maintenance and technical support |
El Salvador |
|
1,569 |
|
8 |
30 days |
| A&P International Services, S.A.P.I (“AISG”) |
Aircraft maintenance |
Mexico |
|
301 |
|
313 |
30 days |
| Chevez, Ruiz, Zamarripa y Cía., S.C. |
Professional fees |
Mexico |
|
264 |
|
620 |
30 days |
| Mijares, Angoitia, Cortés y Fuentes, S.C. |
Professional fees |
Mexico |
|
100 |
|
105 |
30 days |
| Volantio Inc. |
Customer support services |
USA |
|
82 |
|
- |
30 days |
| Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (“OMA”) |
Airport Services |
Mexico |
|
- |
|
12,881 |
30 days |
| |
|
|
US$ |
4,312 |
US$ |
15,845 |
|
| b) | During the three months period ended September 30, 2024, and 2023, the Company
had the following transactions with related parties: |
| Related party transactions |
Country of origin |
2024 |
2023 |
| Revenues: |
|
|
|
|
|
| Transactions with affiliates |
|
|
|
|
|
| Frontier Airlines Inc. (“Frontier”) |
USA |
US$ |
3,208 |
US$ |
- |
| Code-share |
|
|
|
|
|
| Jetsmart Airlines SpA |
|
|
|
|
|
| Professional fees |
Chile |
|
120 |
|
- |
| |
|
|
|
|
|
| Expenses: |
|
|
|
|
|
| Transactions with affiliates |
|
|
|
|
|
| MRO Commercial, S.A. |
|
|
|
|
|
| Aircraft maintenance (1) |
El Salvador |
US$ |
4,937 |
US$ |
4,401 |
| Technical support |
El Salvador |
|
4 |
|
2 |
| A&P International Services, S.A.P.I (“AISG”) |
|
|
|
|
|
| Aircraft and engine maintenance |
Mexico |
|
792 |
|
932 |
| Volantio Inc. |
|
|
|
|
|
| Customer support services |
USA |
|
154 |
|
- |
| Mijares, Angoitia, Cortés y Fuentes, S.C. |
|
|
|
|
|
| Professional fees |
Mexico |
|
52 |
|
32 |
| Chevez, Ruiz, Zamarripa y Cía, S.C. |
|
|
|
|
|
| Professional fees |
Mexico |
|
36 |
|
223 |
| Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (“OMA”) |
|
|
|
|
|
| Airport services |
Mexico |
|
- |
|
3,454 |
(1) This amount includes expenses related to major maintenance.
| c) | During the nine months period ended September 30, 2024, and 2023, the Company
had the following transactions with related parties: |
| Related party transactions |
Country of origin |
2024 |
2023 |
| Revenues: |
|
|
|
|
|
| Transactions with affiliates |
|
|
|
|
|
| Frontier Airlines Inc. (“Frontier”) |
USA |
US$ |
3,208 |
US$ |
- |
| Code-share |
|
|
|
|
|
| Jetsmart Airlines SpA |
|
|
|
|
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
| Professional fees |
Chile |
|
240 |
|
- |
| |
|
|
|
|
|
| Expenses: |
|
|
|
|
|
| Transactions with affiliates |
|
|
|
|
|
| MRO Commercial, S.A. |
|
|
|
|
|
| Aircraft maintenance (1) |
El Salvador |
US$ |
15,948 |
US$ |
13,025 |
| Technical support |
El Salvador |
|
13 |
|
11 |
| A&P International Services, S.A.P.I (“AISG”) |
|
|
|
|
|
| Aircraft and engine maintenance |
Mexico |
|
2,245 |
|
2,086 |
| Chevez, Ruiz, Zamarripa y Cía, S.C. |
|
|
|
|
|
| Professional fees |
Mexico |
|
178 |
|
732 |
| Volantio Inc. |
|
|
|
|
|
| Customer support services |
USA |
|
154 |
|
- |
| Mijares, Angoitia, Cortés y Fuentes, S.C. |
|
|
|
|
|
| Professional fees |
Mexico |
|
139 |
|
234 |
| Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (“OMA”) |
|
|
|
|
|
| Airport services |
Mexico |
|
- |
|
9,127 |
| Servprot, S.A. de C.V. |
|
|
|
|
|
| Security services |
Mexico |
|
- |
|
115 |
(1) This amount includes expenses related to major maintenance.
| d) | Frontier Airlines Inc. (“Frontier”) |
Frontier is considered a related party because Brian H. Franke
and Andrew Broderick serve as members of both, the Company´s board of directors and Frontier´s board of directors. They are also managing directors of Indigo Partners,
which has investments in both Companies.
As of September 30,
2024 the account receivable was US$3,973. As of December
31, 2023, the Company did not have outstanding balance due to Frontier.
As of September 30, 2024, and December 31, 2023, the
account payable was US$1,996 and US$1,918, respectively.
During the three months and nine months period ended
September 30, 2024, the Company recognized revenues of US$3,208. During the three months and nine months period ended September 30, 2023,
the Company did not recognize revenues.
| e) | Servprot S.A. de C.V. (“Servprot”) |
Servprot was a related party until June 13, 2023,
because Enrique Beltranena Mejicano, the Company’s Chief Executive Officer and director was shareholder of such Company. Servprot
provides security services for Mr. Beltranena and his family.
During the nine months period ended September 30,
2023, the Company expensed USD$115 for this concept.
| f) | Aeromantenimiento, S.A. (“Aeroman”) |
Aeroman is a related party, because Marco Baldocchi
a member of the board of the Company’s board of directors is an alternate director of Aeroman. On January 1st, 2017,
the Company entered into an aircraft maintenance and repair services agreement with Aeromantenimiento, S.A., which was extended and amended
to be entered into with MRO Commercial, S.A. ("MRO”), an affiliate of Aeroman on January 1st, 2022. This agreement
provides for the exclusive use of Aeroman's services for the repair and maintenance of aircraft, subject to availability. Under this agreement,
Aeroman provides inspection, maintenance, repair and overhaul services for aircraft. The Company makes payments under this agreement depending
on the services performed. This agreement is for a five-year term, extended for an additional 5-year period as of January 1st, 2022.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
As of September 30, 2024, and December 31, 2023, the
Company did not have outstanding balance due to Aeroman.
As of September 30, 2024, and December 31, 2023, the
balances due under the agreement with MRO were US$1,569 and US$8, respectively.
During the three months period ended September 30,
2024, and 2023, the Company incurred expenses in aircraft maintenance and technical support with MRO amounted to US$4,941 and US$4,403,
respectively. During the nine months period ended September 30, 2024, and 2023, the Company incurred expenses in aircraft maintenance
and technical support with MRO amounted to US$15,961 and US$13,036, respectively.
| g) | Mijares, Angoitia, Cortés y Fuentes, S.C. (“MACF”) |
MACF is a related party because Ricardo Maldonado
Yañez and Eugenio Macouzet de León, member and alternate member, respectively, of the board of the Company since April 2018,
are partners of MACF provides legal services to us. As of September 30, 2024, and December 31, 2023 the balances due under the agreement
with MACF was US$100 and US$105, respectively.
During the three months period ended September 30,
2024, and 2023, the Company recognized expenses in legal services under this agreement amounted to US$52 and US$32, respectively. During
the nine months period ended September 30, 2024, and 2023, the Company recognized expenses in legal services under this agreement amounted
to US$139 and US$234, respectively.
| h) | Grupo Aeroportuario del Centro Norte (“OMA”) |
OMA was considered a related party, because Mr. Ricardo
Maldonado Yañez, was an independent member of OMA´s board of directors, is an independent member of our board of directors
and the chairman of our Corporate Practices Committee. Additionally, Mrs. Guadalupe Phillips Margain, one of our independent member,
was a member of OMA´s board of directors until November 2022.
As of the issuance date of this report, OMA is no
longer a related party.
During the three months period ended September 30,
2023, the Company recognized expenses with OMA of US$3,454. During the nine months period ended September 30, 2023, the Company recognized
expenses with OMA of US$9,127.
| i) | Chevez, Ruiz, Zamarripa y Cía., S.C (“Chevez”) |
Chevez is a related party because Mr. José
Luis Fernández Fernández is an independent member of the board of directors, as well as the chairman of the Audit Committee
of the Company and non-managing limited partner of Chevez. Chevez provides tax advisory services to us. As of September 30, 2024, and
December 31, 2023, the account payable with Chevez was US$264 and US$620, respectively.
During the three months period and ended September
30, 2024, and 2023 the Company recognized expenses with Chevez of US$36 and US$223, respectively. During the nine months period and ended
September 30, 2024, and 2023 the Company recognized expenses with Chevez of US$178 and US$732, respectively.
| j) | A&P International Services, S.A.P.I. de C.V. (“AISG”) |
From July 4, AISG has been considered
a related party due to Harry F. Krensky, a member of our Board of Directors, is the Chairman of the Board of Directors of AISG. Additionally,
Harry F. Krensky is managing partner of Discovery Americas, a private equity firm that indirectly holds/manages an investment position
in AISG. As of September 30, 2024, and December 31, 2023, the account payable with AISG was US$301 and US$313, respectively.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
During the three months period ended September 30,
2024, and 2023, the Company recognized expenses in aircraft and engine maintenance amounted to US$792 and US$932, respectively. During
the nine months period ended September 30, 2024, and 2023, the Company recognized expenses in aircraft and engine maintenance amounted
to US$2,245 and US$2,086, respectively.
| k) | Jetsmart Airlines SpA ("Jetsmart") |
Jetsmart is a related party because Brian H. Franke
and Andrew Broderick serve as members of the Board of Directors of both, the Company and Jetsmart. On March 15, 2024, the Company entered
into an agreement to provide pilot professional technical cooperation services with Jetsmart Airlines SpA.
As of September 30, 2024, the Company´s account receivable with Jetsmart was US$120. As of December 31, 2023, the Company did not have outstanding balance due to Jetsmart.
During the three months and nine months period ended
September 30, 2024, the Company recorded revenues of US$120 and US$240, respectively.
| l) | CleanJoule, Inc. (“CleanJoule”) |
CleanJoule is considered related party because Mr.
Brian H. Franke, the chairman of our board of directors, is an officer of Franke Family Joule, LLC. Since May 23, 2023, he has been a
shareholder of CleanJoule and has the right to appoint a member of its board of directors. Additionally, on May 23, 2023, Mr. Andrew Broderick,
a member of our board of directors, was appointed by Franke Family Joule, LLC, as a member of the board of directors of CleanJoule. CleanJoule
is a Company that produces high-performance and cost-effective Sustainable Aviation Fuel from agricultural waste and organic residues.
The Company directly purchased common stock of CleanJoule, recognizing 249,124 common stock shares amounting to US$3,114.
m)
Volantio, Inc. (“Volantio”)
Volantio is considered a related party because Mr. William Dean Donovan,
an independent member of our Board of Directors, also serves in Volantio´s Board of Directors as of August 13, 2024. Volantio
provides customer support services.
As of September 30, 2024, the Company´s
account payable with Volantio was US$82. As of December 31, 2023, the Company did not have outstanding balance due to Volantio.
During the three months and nine months period ended
September 30, 2024, Volantio recognized expenses of US$154.
During the three months period ended September 30,
2024 and 2023, the chairman and the independent members of the Company’s board of directors received a net compensation of US$111
and US$338 respectively, and the rest of the directors received a net compensation of US$29 and US$96, respectively. During the nine months
period ended September 30, 2024 and 2023, the chairman and the independent members of the Company’s board of directors received
a net compensation of US$243 and US$578 respectively, and the rest of the directors received a net compensation of US$61 and US$173, respectively.
During the nine months ended September 30, 2024 the
amount paid to the chairman and independent members in-kind through the Company´s shares totaling US$788.
During the three months period ended September 30,
2024 and 2023, all the Company’s senior managers received an aggregate compensation of short and long-term benefits of US$2,936
and US$2,739, respectively, these amounts were recognized in salaries and benefits in the condensed consolidated statement of operations.
During the nine months period ended September 30, 2024 and 2023, all the Company’s senior managers received an aggregate compensation
of short and long-term benefits of US$12,113 and US$10,301, respectively, these amounts were recognized in salaries
and benefits in the condensed consolidated statement of operations.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Inventories
An analysis of inventories As of September 30, 2024,
and December 31, 2023, is as follows:
| |
|
September 30, 2024 |
|
December 31,2023 |
| Spare parts and accessories of flight equipment |
|
US$ |
17,253 |
|
US$ |
16,117 |
| |
|
|
|
|
|
|
The inventory items are consumed during or used mainly
in delivery of in-flight services and for maintenance services by the Company and are valued at the lower of cost or replacement value.
The Company recognizes the necessary estimates for decreases in the value of its inventories due to impairment, obsolescence, slow movement
and causes that indicate that the use or realization of the aircraft spare parts and flight equipment accessories that are part of the
inventory will be less than recorded value. As of September 30, 2024, and December 31, 2023, the Company did not record any impairment
loss in the value of its inventories.
During the three months period
ended September 30, 2024, and 2023, the amount of consumption of inventories, recorded as an operating expense as part of maintenance
expense was US$6,097 and US$5,206, respectively.
During the nine months period
ended September 30, 2024, and 2023, the amount of consumption of inventories, recorded as an operating
expense as part of maintenance expense was US$17,516 and US$15,609, respectively.
Rotable spare parts, furniture and equipment, net
a) Acquisitions and disposals
For the nine months period ended September 30, 2024,
and 2023, the Company acquired rotable spare parts, furniture, and equipment paid by an amount of US$442,038 and US$340,287, respectively.
Rotable spare parts, furniture and equipment by US$98,263
and US$13,647, were disposed for the nine months period ended September 30, 2024, and 2023, respectively. As September 30, 2024, these
amounts included reimbursements of pre-delivery payments for aircraft acquisition of US$98,263 and US$12,624, respectively.
b) Depreciation expense
Depreciation expense for the three months period ended
September 30, 2024, and 2023 was US$43,632 and US$32,795, respectively. Depreciation expense for the nine months period ended September
30, 2024, and 2023 was US$124,912 and US$91,881, respectively. Depreciation charges for the period are recognized as a component of operating
expenses in the condensed consolidated statements of operations.
As of September 30, 2024 and December 31, 2023, the Company did not record any impairment loss.
Intangible assets, net
a) Acquisitions
For the nine months period ended September 30, 2024,
and 2023, the Company acquired intangible assets by an amount of US$11,655 and US$6,416, respectively.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
b) Amortization expense
Software amortization expense for the three months
period ended September 30, 2024, and 2023 was US$1,969 and US$1,734, respectively. Software amortization expense for the nine months period
ended September 30, 2024, and 2023 was US$5,907 and US$5,213, respectively. These amounts were recorded as part of the depreciation
and amortization in the condensed consolidated statements of operations.
Leases
As of September 30, 2024, the most significant leases
are as follows:
Aircraft and engines represent the Company´s
most significant lease agreements. On September 30, 2024, the Company leases 135 aircraft (129 as of December 31, 2023) and 21 spare
engines (20 as of December 31, 2023) that have maximum terms through 2036. The leases are generally guaranteed by either deposit
in cash or letters of credit.
Composition of the fleet and spare engines leases*:
|
Aircraft
Type |
Model |
At September 30,
2024 |
At December 31, 2023 |
| A319 |
132 |
1 |
3 |
| A320 |
233 |
40 |
39 |
| A320 |
232 |
2 |
1 |
| A320neo |
271N |
52 |
51 |
| A321 |
231 |
10 |
10 |
| A321neo |
271N |
30 |
25 |
| |
|
135 |
129 |
| |
|
|
|
|
Engine spare
Type |
Model |
At September 30,
2024 |
At December 31, 2023 |
| V2500 |
V2527M-A5 |
2 |
3 |
| V2500 |
V2527E-A5 |
5 |
5 |
| V2500 |
V2527-A5 |
4 |
6 |
| PW1100 |
PW1127G-JM |
9 |
5 |
| PW1100 |
PW1133G-JM |
1 |
1 |
| |
|
21 |
20 |
*Certain of the Company’s aircraft and engine
lease agreements include an option to extend the lease term period. Management evaluates extensions based on the market conditions at
the time of renewal.
In the third quarter of 2023,
Pratt and Whitney announced preventive accelerated inspections for the GTF engines. Consequently, since 2023, the Company's GTF engines
are being reviewed to ensure compliance with these requirements.
As a result of these preventive
accelerated inspections and in accordance with the business strategy, the Company has extended certain aircraft and engines lease agreements
and has added new aircraft and engines to its fleet. All accounting effects of these aircraft and engines lease extensions and new incorporations
have been assessed and presented into the Company's Financial Statements. Additionally, the compensation received from the manufacturer
has been included in the Company's Consolidated Statement of Operations as of September 30, 2024.
During the three months period ended September 30,
2024, the Company added one new leased aircraft to its fleet (one A320NEO was acquired through sale and leaseback transactions under the
Company’s existing Airbus purchase agreement. Additionally, the Company extended the lease term of one A319CEO for an additional
period of 1.5 years.
During the nine months period
ended September 30, 2024, the Company added eight new leased aircraft to its fleet (five A321NEO and one A320NEO were acquired through
sale and leaseback transactions under the Company’s existing Airbus purchase agreement and two used A320CEO). All the used aircraft
were not subject
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
to sale and leaseback transactions.
Additionally, the Company extended the lease term of nine A320CEO for an additional period of up to six years, extended the lease term
of one A319CEO for an additional period of 1.5 years, and extended the lease term of a spare engine for an additional period of three
years.
During the year ended December
31, 2023, the Company added 13 new leased aircraft to its fleet. This includes one A320NEO and two A321NEO acquired through a sale and
leaseback transaction under the existing Airbus purchase agreement, as well as two A320NEO and eight A321NEO directly incorporated from
the lessor's aircraft order book.
During 2023, the Company extended
the lease term of eight A320CEO and one A321CEO aircraft for an additional period of up to four years.
Additionally, during the year
ended December 31, 2023, the Company extended the lease term of six spare engines for an additional period of up to 3.5 years.
Set out below are the carrying
amounts of right-of-use assets recognized and the movements during the period:
| |
Aircraft leases |
Spare engine leases |
Land and building leases |
Total |
| As of December 31, 2023 |
US$ |
2,272,163 |
US$ |
29,488 |
US$ |
36,741 |
US$ |
2,338,392 |
| Additions |
|
281,315 |
|
- |
|
20,165 |
|
301,480 |
| Extensions |
|
81,317 |
|
5,361 |
|
- |
|
86,678 |
| Modifications |
|
(855) |
|
18,177 |
|
533 |
|
17,855 |
| Disposals |
|
(31,130) |
|
(7,547) |
|
- |
|
(38,677) |
| Foreign exchange effect |
|
- |
|
- |
|
(32) |
|
(32) |
| Depreciation on right of use assets |
US$ |
(281,373) |
US$ |
(9,347) |
US$ |
(9,589) |
US$ |
(300,309) |
| As of September 30, 2024 |
US$ |
2,321,437 |
US$ |
36,132 |
US$ |
47,818 |
US$ |
2,405,387 |
Set out below are the carrying amounts of lease liabilities
and the movements during the period:
| |
September 30, 2024 |
|
December 31, 2023 |
| As of January 1st, |
US$ |
2,891,442 |
|
US$ |
2,708,723 |
| Additions |
|
294,997 |
|
|
404,650 |
| Modifications |
|
104,521 |
|
|
114,759 |
| Disposals |
|
(41,003) |
|
|
(4,378) |
| Accretion of interest |
|
169,730 |
|
|
194,416 |
| Foreign exchange effect |
|
(2,395) |
|
|
2,346 |
| Payments |
|
(431,656) |
|
|
(529,074) |
| Balances at the end of the reporting period |
US$ |
2,985,636 |
|
US$ |
2,891,442 |
| Current |
US$ |
386,641 |
|
US$ |
372,697 |
| Non-current |
US$ |
2,598,995 |
|
US$ |
2,518,745 |
The following are the amounts recognized in profit
or loss for the three months period ended September 30, 2024, and 2023:
| |
For the three months period ended |
| |
September 30, 2024 |
|
September 30, 2023 |
| Depreciation of right-of-use assets |
US$ |
102,109 |
|
US$ |
91,018 |
| Interest expense on lease liabilities and aircraft and engine lease return obligation |
|
63,264 |
|
|
54,608 |
| Aircraft and engine variable lease expenses |
|
40,967 |
|
|
42,433 |
| Total amount recognized in profit or loss |
US$ |
206,340 |
|
US$ |
188,059 |
The Company had total cash outflows for leases during
the three months period ended September 30, 2024, of US$147,716 (US$132,353 during the three months period ended September 30, 2023).
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The following are the amounts recognized in profit
or loss for the nine months period ended September 30, 2024, and 2023:
| |
For the nine months period ended |
| |
September 30, 2024 |
|
September 30, 2023 |
| Depreciation of right-of-use assets |
US$ |
300,309 |
|
US$ |
267,911 |
| Interest expense on lease liabilities and aircraft and engine lease return obligation |
|
175,781 |
|
|
158,661 |
| Aircraft and engine variable lease expenses |
|
83,218 |
|
|
118,049 |
| Total amount recognized in profit or loss |
US$ |
559,308 |
|
US$ |
544,621 |
The Company had total cash outflows for leases during
the nine months period ended September 30, 2024, of US$431,656 (US$390,385 during the nine months period ended September 30, 2023).
The aircraft lease agreements
of the Company also require that the aircraft and engines be returned to lessors under specific conditions of maintenance. The costs of
return, which in no case are related to scheduled major maintenance, are estimated and recognized ratably as a provision from the time
it becomes likely such costs will be incurred and can be estimated reliably. These return costs are recognized on a straight-line basis
as a component of variable lease expenses and the provision is included as part of other liabilities, through the remaining lease term.
The Company estimates the provision
related to airframe, engine overhaul and limited life parts using certain assumptions including the projected usage of the aircraft and
the expected costs of maintenance tasks to be performed.
For the three months period
ended September 30, 2024, and 2023, the Company recorded redelivery expenses by an amount of US$40,967 and US$42,433,
respectively. For the nine months period ended September 30, 2024, and 2023, the Company recorded redelivery expenses by an amount of US$83,218 and US$118,049, respectively.
| ii) Aircraft and engines lease extensions |
Certain lease agreements contain
extension options, which the Company evaluates exercising once the lease period comes to its end, based on the market conditions at such
moment. The lease liabilities corresponding to leases on which it was decided to extend are remeasured for the period negotiated between
the Company and the lessor.
For the three months ended September
30, 2024, and 2023 due to the aircraft, engines and building leases extension agreements, the Company reassessed the right of use assets
and lease liabilities, resulting in net increases of US$5,332 and US$47,592, respectively. For the nine months ended September 30, 2024,
and 2023 due to the aircraft, engines and building leases extension agreements, the Company reassessed the right of use assets and lease
liabilities, resulting in net increases of US$86,678 and US$79,934, respectively.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Equity
As of September 30, 2024, the total number of the
Company’s authorized shares was 1,165,976,677; represented by common registered shares, issued and with no par value, fully subscribed
and paid, comprised as follows:
| |
Shares |
|
| |
Fixed
Class I |
Variable
Class II |
Total shares |
| Series A shares (1) |
24,180 |
1,165,952,497 |
1,165,976,677 |
| Series B shares (1) |
- |
- |
- |
| |
24,180 |
1,165,952,497 |
1,165,976,677 |
| Treasury shares |
- |
(14,966,269) |
(14,966,269) (1) |
| |
24,180 |
1,150,986,228 |
1,151,010,408 |
(1) During
the year ended September 30, 2024, there were no forfeited shares have been included as part of treasury shares.
As of December 31, 2023, the total number of the Company’s
authorized shares was 1,165,976,677; represented by common registered shares, issued and with no par value, fully subscribed and paid,
comprised as follows:
| |
Shares |
|
| |
Fixed
Class I |
Variable
Class II |
Total shares |
| Series A shares (1) |
24,180 |
1,165,952,497 |
1,165,976,677 |
| Series B shares (1) |
- |
- |
- |
| |
24,180 |
1,165,952,497 |
1,165,976,677 |
| Treasury shares |
- |
(14,525,694) |
(14,525,694) (1) |
| |
24,180 |
1,151,426,803 |
1,151,450,983 |
(1) During
the year ended December 31, 2023, a total of 330,453 forfeited shares have been included as part of treasury shares.
On December 20, 2021, one of the Company´s shareholders
concluded the conversion of 30,538,000 Series B Shares for the equivalent number of Series A Shares. This conversion has no impact either
on the total number of outstanding shares nor on the earnings-per-share calculation.
On November 22, 2023, the holders of all of the 57,513,873
outstanding Series B shares of the Company concluded the conversion of all Series B Shares into 57,513,873 Series A Shares represented
by Ordinary Participation Certificates in the form of the corresponding American Depositary Shares.
All shares representing the Company’s capital
stock, either Series A shares or Series B shares, grant the holders the same economic rights and there are no preferences and/or restrictions
attaching to any class of shares on the distribution of dividends and the repayment of capital. Holders of the Company’s Series
A common stock and Series B common stock are entitled to dividends when, and if, declared by a shareholders’ resolution. The Company’s
revolving line of credit with Santander and Bancomext limits the Company’s ability to declare and pay dividends if the Company fails
to comply with the payment terms thereunder. Only Series A shares from the Company are listed.
As of September 30, 2024, and December 31, 2023, the
Company did not declare any dividends.
a) Earnings (loss) per share
Basic earnings (loss) per share (“EPS or LPS”)
amounts are calculated by dividing the net income (loss) for the period attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the period.
Diluted EPS or LPS amounts are calculated by dividing
the loss attributable to ordinary equity holders of the parent (after adjusting for interest on the convertible preference shares, if
any), by the weighted average number
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
of ordinary shares outstanding during the period plus
the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary
shares (to the extent that their effect is dilutive).
The following table shows the calculations of the
basic and diluted earnings (loss) per share for the three months period ended September 30, 2024, and 2023:
| |
For the three months period ended September 30, |
| |
|
2024 |
|
2023 |
| Net earnings (loss) for the period |
US$ |
37,071 |
US$ |
(38,858) |
| Weighted average number of shares outstanding (in thousands): |
|
|
|
|
| Basic |
|
1,150,640 |
|
1,153,301 |
| Diluted |
|
1,165,977 |
|
1,165,651 |
| EPS or LPS |
|
|
|
|
| Basic |
US$ |
0.032 |
US$ |
(0.034) |
| Diluted |
US$ |
0.032 |
US$ |
(0.033) |
The following table shows the calculations of the
basic and diluted earnings (loss) per share for the nine months period ended September 30, 2024, and 2023:
| |
For the nine months period ended September 30, |
| |
|
2024 |
|
2023 |
| Net earnings (loss) for the period |
US$ |
80,783 |
US$ |
(104,229) |
| Weighted average number of shares outstanding (in thousands): |
|
|
|
|
| Basic |
|
1,150,951 |
|
1,152,936 |
| Diluted |
|
1,165,977 |
|
1,165,317 |
| EPS or LPS |
|
|
|
|
| Basic |
US$ |
0.070 |
US$ |
(0.090) |
| Diluted |
US$ |
0.069 |
US$ |
(0.089) |
Income tax
The Company calculates the period income tax (expense)
benefit using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax benefit
in the unaudited condensed consolidated interim statement of operations are:
Unaudited condensed consolidated statement of operations
| |
For the three months period
ended September 30, |
| |
2024 |
2023 |
| Current year income tax expense |
US$ |
(32,910) |
US$ |
(14,553) |
| Deferred income tax (expense) benefit |
|
(10,442) |
|
9,612 |
| Total income tax expense |
US$ |
(43,352) |
US$ |
(4,941) |
The Company’s effective tax rate during the
three months period ended September 30, 2024, and 2023 was 54% and 15% respectively.
Unaudited condensed consolidated statement of operations
| |
For the nine months period
ended September 30, |
| |
2024 |
2023 |
| Current year income tax expense |
US$ |
(63,608) |
US$ |
(31,272) |
| Deferred income tax benefit |
|
1,974 |
|
48,789 |
| Total income tax (expense) benefit |
US$ |
(61,634) |
US$ |
17,517 |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
The Company’s effective tax rate during the
nine months period ended September 30, 2024, and 2023 was 43% and 14% respectively.
As of September 30, 2024, the Company had tax proceedings
regarding uncertain tax positions by an approximately amount of US$75.2 million. These tax proceedings are associated to the deductibility
of certain Company expenses during 2013, 2014 and 2015. The Company has initiated legal administrative procedures and has arguments to
believe that it will not have any adverse effect. Nonetheless, until all stages in the procedures are exhausted for each proceeding, the
Company cannot guarantee the attainment of a final favorable resolution.
Commitments and contingencies
Aircraft related commitments and financing arrangements.
Committed expenditures for aircraft purchase and related
flight equipment related to the Airbus purchase agreement, including estimated amounts for contractual prices escalations and pre-delivery
payments, will be as follows:
|
|
Commitment expenditures in thousands of U.S. dollars |
| 2024 |
US$ |
73,689 |
| 2025 |
|
673,284 |
| 2026 |
|
1,461,317 |
| 2027 |
|
1,139,631 |
| 2028 and thereafter |
|
3,065,774 |
| |
US$ |
6,413,695 |
All aircraft acquired by the Company through the Airbus
purchase agreement through September 30, 2024, have been executed through sale and leaseback transactions.
In addition, we have commitments to execute sale and
leaseback over the next three years. The estimated proceeds from these commitments are as follows:
| |
Aircraft sale prices estimated |
| |
in thousands of U.S. dollars |
| 2024 |
US$ |
226,000 |
| 2025 |
|
767,500 |
| 2026 |
|
112,500 |
| |
US$ |
1,106,000 |
For future aircraft deliveries the Company will review
the lease and financing structure applicable based on the current market conditions.
The future lease payments for these non-cancellable
sale and leaseback contracts are as follows:
| |
Aircraft leases |
| |
in thousands of U.S. dollars |
| 2024 |
US$ |
2,792 |
| 2025 |
|
41,109 |
| 2026 |
|
72,710 |
| 2027 |
|
74,002 |
| 2028 and thereafter |
|
697,414 |
| |
US$ |
888,027 |
Purchase of additional A320 New Engine Option (“NEO”) family
aircraft
On December 28, 2017, the Company amended the agreement
with Airbus, S.A.S. (“Airbus”) for the purchase of additional 80 A320neo family aircraft to be delivered from 2022 to 2026,
which was further amended in July 2020 to reschedule the deliveries between 2023 and 2028. Additionally, in November 2021 the Company
entered into a new amendment to the referred agreement to purchase 39 additional A320 New Engine Option
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
(“neo”) Family Aircraft to be delivered
between 2023 and 2029, in addition to the acquisition of these 39 aircraft, the Company exercised its rights under the purchase agreement
with Airbus to convert 19 aircraft from A320neo to A321neo aircraft of its current order, all to support the Company’s targeted
growth markets in Mexico, United States, Central America and South America.
On October 10th, 2022, the Company executed an amendment
to our existing Airbus purchase agreement for the purchase of 25 A321neo aircraft, all to be delivered in 2030.
Litigation
The Company is a party to legal proceedings
and claims that arise during the ordinary course of business. Certain proceedings are considered possible obligations. Based on the plaintiffs’
claims, as of September 30, 2024, and December 31, 2023, these possible contingencies amount to a total of US$38.5 million (US$2.1 million
related to legal matters, US$5.4 million related to labor matters and US$31.0 million related to other contributions matters) and US$29.4
million (US$2.8 million related to legal matters, US$6.1 million related to labor matters and US$20.5 million related to other contributions
matters), respectively.
Operating segments
The Company is managed as a single business unit that
provides air transportation services. The Company has two geographic segments identified below:
| |
Three months period ended September 30, |
| |
2024 |
2023 |
| Operating revenues: |
|
|
|
|
| Domestic (Mexico) |
US$ |
509,830 |
US$ |
537,966 |
| International: |
|
|
|
|
| United States of America |
|
248,383 |
|
238,719 |
| Central America and South America |
|
54,599 |
|
71,014 |
| Total operating revenues |
US$ |
812,812 |
US$ |
847,699 |
| |
Nine months period ended September 30, |
| |
2024 |
2023 |
| Operating revenues: |
|
|
|
|
| Domestic (Mexico) |
US$ |
1,470,641 |
US$ |
1,513,915 |
| International: |
|
|
|
|
| United States of America |
|
681,527 |
|
653,981 |
| Central America and South America |
|
154,789 |
|
192,556 |
| Total operating revenues |
US$ |
2,306,957 |
US$ |
2,360,452 |
Revenues are allocated by geographic segments based
upon the origin of each flight. The Company does not have material non-current assets located in foreign countries.
Subsequent events to September 30, 2024 and through October 22, 2024
On October 17, 2024, the Company entered into an agreement with Boc Aviation (Ireland) Limited to finance the acquisition of one engine, with the final repayment scheduled for 2029.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
d
9Volaris
Reports Financial Results for the
Third Quarter 2024: EBITDAR of USD $315 million, a 52% increase
Mexico City, Mexico, October 22, 2024 –
Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (NYSE: VLRS and BMV: VOLAR) (“Volaris” or “the
Company”), the ultra-low-cost carrier (ULCC) serving Mexico, the United States, Central and South America, today reports its unaudited
financial results for the third quarter of 20241.
Third Quarter 2024 Highlights
(All figures are reported in U.S. dollars and
compared to 3Q 2023 unless otherwise noted)
| < | Net income of $37 million. Earnings per
American Depositary Shares (ADS) of $32 cents. |
| < | Total operating revenues of $813 million,
a 4% decrease. |
| < | Total revenue per available seat mile (TRASM)
increased 12% to $9.38 cents. |
| < | Available seat miles (ASMs) decreased by
14% to 8.7 billion. |
| < | Total operating expenses of $687 million,
representing 85% of total operating revenue. |
| < | Total operating expenses per available seat
mile (CASM) remained relatively flat at $7.92 cents. |
| < | Average economic fuel cost decreased 17%
to $2.64 per gallon. |
| < | CASM ex fuel increased 10% to $5.39 cents.
|
| < | EBITDAR of $315 million, a 52% increase.
|
| < | EBITDAR margin was 38.7%, an increase of
14 percentage points. |
| < | Total cash, cash equivalents, restricted cash,
and short-term investments totaled $830 million, representing 26% of the last twelve months’ total operating revenue. |
| < | Net debt-to-LTM EBITDAR2 ratio
decreased to 2.7x, compared to 2.9x in the previous quarter. |
Enrique Beltranena, President &
Chief Executive Officer, said: “Volaris’ third quarter results demonstrate the resilience of our business model and our
focus on execution as we have successfully navigated one year of Pratt & Whitney’s engine inspections. Despite the challenges,
we delivered our fourth consecutive quarter of net income and generated Total Operating Revenues of $3.2 billion U.S. dollars for the
last twelve months, matching the full-year revenues of 2023. We strategically managed capacity while providing great ULCC service to our
customers and reinforcing our position as the preferred airline in our core markets. Booking trends continue to show strength throughout
the fall and the holiday high season, therefore we remain committed to achieving our updated full-year guidance.”
1 The financial information, unless
otherwise indicated, is presented in accordance with the International Financial Reporting Standards (IFRS).
2 Includes short-term investments.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Third Quarter 2024 Consolidated Financial and
Operating Highlights
(All figures are reported in U.S. dollars and
compared to 3Q 2023 unless otherwise noted)
| |
Third Quarter |
| Consolidated Financial Highlights |
2024 |
2023 |
Var. |
| Total operating revenues (millions) |
813 |
848 |
(4.1%) |
| TRASM (cents) |
9.38 |
8.37 |
12.0% |
| ASMs (million, scheduled & charter) |
8,670 |
10,126 |
(14.4%) |
| Load Factor (RPMs/ASMs) |
87.4% |
86.4% |
1.0 pp |
| Passengers (thousand, scheduled & charter) |
7,614 |
8,691 |
(12.4%) |
| Fleet (at the end of the period) |
137 |
125 |
12 |
| Total operating expenses (millions) |
687 |
809 |
(15.1%) |
| CASM (cents) |
7.92 |
7.98 |
(0.8%) |
| CASM ex fuel (cents) |
5.39 |
4.91 |
9.9% |
| Adjusted CASM ex fuel (cents)3 |
4.94 |
4.49 |
10.2% |
| Operating income (EBIT) (millions) |
126 |
39 |
>100.0% |
| % EBIT Margin |
15.5% |
4.6% |
10.9 pp |
| Net income (loss) (millions) |
37 |
(39) |
N/A |
| % Net income (loss) margin |
4.6% |
(4.6%) |
9.1 pp |
| EBITDAR (millions) |
315 |
207 |
52.2% |
| % EBITDAR Margin |
38.7% |
24.4% |
14.3 pp |
| Net debt-to-LTM EBITDAR4 |
2.7x |
3.5x |
(0.9x) |
Reconciliation of CASM to Adjusted CASM ex fuel:
| |
Third Quarter |
| Reconciliation of CASM |
2024 |
2023 |
Var. |
| CASM (cents) |
7.92 |
7.98 |
(0.8%) |
| Fuel expense |
(2.53) |
(3.07) |
(17.6%) |
| CASM ex fuel |
5.39 |
4.91 |
9.9% |
| Aircraft and engine variable lease expenses5 |
(0.47) |
(0.42) |
12.8% |
| Sale and lease back gains |
0.02 |
0.00 |
N/A |
| Adjusted CASM ex fuel |
4.94 |
4.49 |
10.2% |
|
Note: Figures are rounded for convenience purposes. Further detail found
in financial and operating indicators. |
| 3 Excludes fuel expense, aircraft and engine variable lease expenses and sale and lease-back gains. |
| 4 Includes short-term investments. |
| 5 Aircraft redeliveries. |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Third Quarter 2024
(All figures are reported in U.S. dollars and
compared to 3Q 2023 unless otherwise noted)
Total operating revenues amounted to $813
million in the quarter, driven by an increase in base fares and ancillary revenue per passenger. This represents only a 4.1% decrease,
despite a double-digit reduction in total capacity resulting from aircraft-on-ground (AOGs) due to Pratt & Whitney’s (P&W)
engine inspections.
Total capacity, in terms of available seat
miles (ASMs), was 8.7 billion, representing a 14.4% reduction.
Booked passengers totaled 7.6 million, a 12.4%
decrease. Mexican domestic booked passengers decreased 16.0%, while international booked passengers remained practically unchanged year-over-year.
The load factor for the quarter reached
87.4%, representing an increase of 1.0 percentage point.
TRASM rose 12.0% to $9.38 cents, and total
operating revenue per passenger stood at $107, representing a 9.4% increase.
The average base fare per passenger stood at $53,
a 9.3% increase. The total ancillary revenue per passenger was $54, reflecting a 9.6% improvement. Ancillary revenue accounted for 50.4%
of total operating revenue.
Total operating expenses were $687 million,
representing 84.5% of total operating revenue.
CASM totaled $7.92 cents, representing
a 0.8% decrease.
The average economic fuel cost decreased
by 16.6% to $2.64 per gallon.
CASM ex fuel increased 9.9% to $5.39 cents,
mainly due to reduced operating leverage as a result of the AOGs caused by the P&W engine inspections, with an average of 34 aircraft-on-ground
during the quarter.
Comprehensive financing result represented
an expense of $46 million, compared to a $73 million expense in the same period of 2023.
Income tax expense was $43 million, compared
to a $5 million expense registered in the third quarter of 2023.
Net income in the quarter was $37 million,
with an earnings per ADS of $32 cents, compared to a $39 million net loss in the same period of 2023.
EBITDAR for the quarter was $315 million,
a 52.2% improvement, primarily driven by solid unit revenues, strict cost control, and more favorable jet fuel prices. EBITDAR margin
stood at 38.7%, up by 14.3 percentage points.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Balance Sheet, Liquidity, and Capital Allocation
For the quarter, net cash flow provided by operating
activities was $233 million. Net cash flow used in investing and financing activities was $149 million and $54 million, respectively.
As of September 30, 2024, cash, cash equivalents, restricted
cash, and short-term investments were $830 million, representing 25.9% of the last twelve months' total operating revenue.
The financial debt amounted to $740 million, an
increase of 30.5% year-over-year, due to pre-delivery payments related to 2026 aircraft deliveries and spare engine financing. Total lease
liabilities stood at $2,986 million, an increase of 5.7% due to the increase in the total fleet.
Net debt-to-LTM EBITDAR6 ratio
stood at 2.7x, compared to 2.9x in the previous quarter and 3.5x in the same period of 2023.
The average exchange rate for the period was Ps.18.92
per U.S. dollar and Ps.19.63 per U.S. dollar at the end of the third quarter, reflecting depreciations of 10.9% and 11.4% of the Mexican
peso, respectively.
6 Includes short-term investments.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
2024 Guidance
For the fourth quarter of 2024, the Company expects:
| |
4Q’24 |
4Q’23 (1) |
| 4Q’24 Guidance |
|
|
| ASM growth (YoY) |
~ -7% |
-1.1% |
| TRASM |
~$9.6 cents |
$9.56 cents |
| CASM ex fuel |
~$5.5 cents |
$4.86 cents |
| EBITDAR margin |
~39% |
31.3% |
| Average USD/MXN rate |
$20.30 to $20.50 |
$17.58 |
| Average U.S. Gulf Coast jet fuel price |
$2.20 to $2.30 |
$2.70 |
(1) For convenience purposes, actual reported
figures for 4Q'23 are included.
For the full year 2024, the Company expects:
| |
Updated Guidance |
Prior Guidance |
| Full Year 2024 Guidance |
|
|
| ASM growth (YoY) |
~ -13% |
~ -14% |
| EBITDAR margin |
~36% |
32% to 34% |
| CAPEX (2) |
$400 million |
$400 million |
(2) CAPEX net of financed fleet predelivery payments.
The fourth quarter and full year 2024 outlook
presented above includes the compensation that Volaris expects to receive for the projected grounded aircraft resulting from the GTF engine
inspections, in accordance with the Company’s agreement with Pratt & Whitney.
The Company's outlook is subject to unforeseen
disruptions, macroeconomic factors, or other negative impacts that may affect its business and is based on several assumptions, including
the foregoing, which are subject to change and may be outside the control of the Company and its management. The Company's expectations
may change if actual results vary from these assumptions. There can be no assurances that Volaris will achieve these results.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Fleet
During the third quarter, Volaris added one A320neo
aircraft to its fleet, bringing the total number of aircraft to 137. At the end of the quarter, Volaris’ fleet had an average age
of 6.3 years and an average seating capacity of 197 passengers per aircraft. Of the total fleet, 60% of the aircraft are New Engine Option
(NEO) models.
| |
Third Quarter |
Second Quarter |
| Total Fleet |
2024 |
2023 |
Var. |
2024 |
Var. |
| CEO |
|
|
|
|
|
| A319 |
3 |
3 |
- |
3 |
- |
| A320 |
42 |
40 |
2 |
42 |
- |
| A321 |
10 |
10 |
- |
10 |
- |
| NEO |
|
|
|
|
|
| A320 |
52 |
51 |
1 |
51 |
1 |
| A321 |
30 |
21 |
9 |
30 |
- |
| Total aircraft at the end of the period |
137 |
125 |
12 |
136 |
1 |
| |
|
|
|
|
|
|
Investors are urged to carefully read the
Company’s periodic reports filed with or provided to the Securities and Exchange Commission, for additional information regarding
the Company.
Investor Relations Contact
Ricardo Martínez / ir@volaris.com
Media Contact
Israel Álvarez / ialvarez@gcya.net
Conference Call Details
| Date: |
Wednesday, October 23, 2024 |
| Time: |
9:00 am Mexico City / 11:00 am New York (USA) (ET) |
| Webcast link: |
Volaris Webcast (View the live webcast) |
| Dial-in & Live Q&A link: |
Volaris Dial-in and Live Q&A
1.
Click on the call link and complete the online registration form.
2.
Upon registering you will receive the dial-in info and a unique PIN to
join the call, as well as an email confirmation with the details.
3.
Select a method for joining the call:
i.
Dial-In: A dial-in number and unique PIN are displayed to connect directly
from your phone.
ii.
Call Me: Enter your phone number and click “Call Me” for an
immediate callback from the system. |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
About Volaris
*Controladora Vuela Compañía de Aviación,
S.A.B. de C.V. (“Volaris” or “the Company”) (NYSE: VLRS and BMV: VOLAR) is an ultra-low-cost carrier, with point-to-point
operations, serving Mexico, the United States, Central and South America. Volaris offers low base fares to build its market, providing
quality service and extensive customer choice. Since the beginning of operations in March 2006, Volaris has increased its routes from
5 to more than 220 and its fleet from 4 to 138 aircraft. Volaris offers more than 450 daily flight segments on routes that connect 44
cities in Mexico and 29 cities in the United States, Central and South America, with one of the youngest fleets in Mexico. Volaris targets
passengers who are visiting friends and relatives, cost-conscious business and leisure travelers in Mexico, the United States, Central,
and South America. Volaris has received the ESR Award for Social Corporate Responsibility for fifteen consecutive years. For more information,
please visit ir.volaris.com. Volaris routinely posts information that may be important to investors on its investor relations website.
The Company encourages investors and potential investors to consult the Volaris website regularly for important information about Volaris.
Forward-Looking Statements
Statements in this release
contain various forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section
21E of the US Securities Exchange Act of 1934, as amended, which represent the Company's expectations, beliefs, or projections concerning
future events and financial trends affecting the financial condition of our business. When used in this release, the words "expects,"
“intends,” "estimates," “predicts,” "plans," "anticipates," "indicates,"
"believes," "forecast," "guidance," “potential,” "outlook," "may," “continue,”
"will," "should," "seeks," "targets" and similar expressions are intended to identify forward-looking
statements. Similarly, statements describing the Company's objectives, plans or goals, or actions the Company may take in the future are
forward-looking. Forward-looking statements include, without limitation, statements regarding the Company's outlook, the expectation of
receiving certain compensation in connection with the GTF engine removals, and the anticipated execution of its business plan and focus
on its priorities. Forward-looking statements should not be read as a guarantee or assurance of future performance or results. They will
not necessarily be accurate indications of the times at or by which such performance or results will be achieved. Forward-looking statements
are based on information available at the time those statements are made and/or management’s good faith belief as of that time concerning
future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those
expressed in or suggested by the forward-looking statements. Forward-looking statements are subject to several factors that could cause
the Company's actual results to differ materially from the Company's expectations, including the competitive environment in the airline
industry, the Company's ability to keep costs low; changes in fuel costs, the impact of worldwide economic conditions on customer travel
behavior; the Company's ability to generate non-ticket revenue; and government regulation. The Company's US Securities and Exchange Commission
filings contain additional information concerning these and other factors. All forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements
speak only as of the date of this release. You should not put undue reliance on any forward-looking statements. We assume no obligation
to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking
information except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should
be drawn that we will make additional updates with respect to those or other forward-looking statements.
Supplemental Information
on Non-IFRS Measures
We evaluate our financial performance
by using various financial measures that are not performance measures under International Financial Reporting Standards (“non-IFRS
measures”). These non-IFRS measures include CASM, CASM ex fuel, Adjusted CASM ex fuel, EBITDAR, Net debt-to-LTM EBITDAR, Total cash,
cash equivalents, restricted cash, and short-term investments. We define CASM as total operating expenses by available seat mile. We define
CASM ex fuel as total operating expenses by available seat mile, excluding fuel expense. We define Adjusted CASM ex fuel as total operating
expenses by available seat mile, excluding fuel expense, aircraft and engine variable lease expenses and sale and lease back gains. We
define EBITDAR as earnings before interest, income tax, depreciation and amortization, depreciation of right of use assets and aircraft
and engine variable lease expenses. We define Net debt-to-LTM EBITDAR as Net debt divided by LTM EBITDAR. We define Total cash, cash equivalents,
restricted cash, and short-term investments as the sum of cash, cash equivalents, restricted cash, and short-term investments.
These non-IFRS measures are
provided as supplemental information to the financial information presented in this release that is calculated and presented in accordance
with International Financial Reporting Standards (“IFRS”) because we believe that they, in conjunction with the IFRS financial
information, provide useful information to management’s, analysts and investors overall understanding of our operating performance.
Because non-IFRS measures are
not calculated in accordance with IFRS, they should not be considered superior to and are not intended to be considered in isolation or
as a substitute for the related IFRS measures presented in this release and may not be the same as or comparable to
similarly titled measures presented
by other companies due to possible differences in the method of calculation and the items being adjusted.
We encourage investors to review
our financial statements and other filings with the Securities and Exchange Commission in their entirety for additional information regarding
the Company and not to rely on any single financial measure.
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía
de Aviación, S.A.B. de C.V. and Subsidiaries
Financial and Operating Indicators
Unaudited
(U.S. dollars, except otherwise indicated) |
Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
Variance |
| Total operating revenues (millions) |
813 |
848 |
(4.1%) |
| Total operating expenses (millions) |
687 |
809 |
(15.1%) |
| EBIT (millions) |
126 |
39 |
>100.0% |
| EBIT margin |
15.5% |
4.6% |
10.9 pp |
| Depreciation and amortization (millions) |
148 |
126 |
17.5% |
| Aircraft and engine variable lease expenses (millions) |
41 |
42 |
(2.4%) |
| Net income (loss) (millions) |
37 |
(39) |
N/A |
| Net income (loss) margin |
4.6% |
(4.6%) |
9.1 pp |
| Earnings (loss) per share (1): |
|
|
|
| Basic |
0.03 |
(0.03) |
N/A |
| Diluted |
0.03 |
(0.03) |
N/A |
| Earnings (loss) per ADS*: |
|
|
|
| Basic |
0.32 |
(0.34) |
N/A |
| Diluted |
0.32 |
(0.33) |
N/A |
| Weighted average shares outstanding: |
|
|
|
| Basic |
1,150,640,059 |
1,153,301,262 |
(0.2%) |
| Diluted |
1,165,976,677 |
1,165,651,409 |
0.0% |
| Financial Indicators |
|
|
|
| Total operating revenue per ASM (TRASM) (cents) (2) |
9.38 |
8.37 |
12.0% |
| Average base fare per passenger |
53 |
48 |
9.3% |
| Total ancillary revenue per passenger (3) |
54 |
49 |
9.6% |
| Total operating revenue per passenger |
107 |
98 |
9.4% |
| Operating expenses per ASM (CASM) (cents) (2) |
7.92 |
7.98 |
(0.8%) |
| CASM ex fuel (cents) (2) |
5.39 |
4.91 |
9.9% |
| Adjusted CASM ex fuel (cents) (2) (4) |
4.94 |
4.49 |
10.2% |
| Operating Indicators |
|
|
|
| Available seat miles (ASMs) (millions) (2) |
8,670 |
10,126 |
(14.4%) |
| Domestic |
5,201 |
6,647 |
(21.8%) |
| International |
3,468 |
3,479 |
(0.3%) |
| Revenue passenger miles (RPMs) (millions) (2) |
7,575 |
8,744 |
(13.4%) |
| Domestic |
4,682 |
5,874 |
(20.3%) |
| International |
2,892 |
2,871 |
0.8% |
| Load factor (5) |
87.4% |
86.4% |
1.0 pp |
| Domestic |
90.0% |
88.4% |
1.7 pp |
| International |
83.4% |
82.5% |
0.9 pp |
| Booked passengers (thousands) (2) |
7,614 |
8,691 |
(12.4%) |
| Domestic |
5,651 |
6,726 |
(16.0%) |
| International |
1,963 |
1,965 |
(0.1%) |
| Departures (2) |
44,720 |
52,387 |
(14.6%) |
| Block hours (2) |
114,771 |
135,025 |
(15.0%) |
| Aircraft at end of period |
137 |
125 |
12 |
| Average aircraft utilization (block hours) |
13.19 |
13.45 |
(1.9%) |
| Fuel gallons accrued (millions) |
82.17 |
97.89 |
(16.1%) |
| Average economic fuel cost per gallon (6) |
2.64 |
3.17 |
(16.6%) |
| Average exchange rate |
18.92 |
17.06 |
10.9% |
| Exchange rate at the end of the period |
19.63 |
17.62 |
11.4% |
| *Each ADS represents ten CPOs and each CPO represents a financial interest in one Series A share. |
(1) The basic and diluted loss or earnings per share are calculated in
accordance with IAS 33. Basic loss or earnings per share is calculated by
dividing net loss or earnings by the average number of shares outstanding
(excluding treasury shares). Diluted loss or earnings per share is calculated by
dividing net loss or earnings by the average number of shares outstanding
adjusted for dilutive effects. |
(2) Includes schedule and charter.
(3) Includes “Other passenger revenues” and “Non-passenger
revenues”.
(4) Excludes fuel expense, aircraft and engine variable lease expenses and sale and lease-back gains.
(5) Includes schedule.
(6) Excludes Non-creditable VAT.
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía
de Aviación, S.A.B. de C.V. and Subsidiaries
Financial and Operating Indicators
Unaudited
(U.S. dollars, except otherwise indicated) |
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
Variance |
| Total operating revenues (millions) |
2,307 |
2,360 |
(2.2%) |
| Total operating expenses (millions) |
2,011 |
2,302 |
(12.6%) |
| EBIT (millions) |
296 |
58 |
>100.0% |
| EBIT margin |
12.8% |
2.5% |
10.3 pp |
| Depreciation and amortization (millions) |
431 |
365 |
18.1% |
| Aircraft and engine variable lease expenses (millions) |
83 |
118 |
(29.7%) |
| Net income (loss) (millions) |
81 |
(104) |
N/A |
| Net income (loss) margin |
3.5% |
(4.4%) |
7.9 pp |
| Earnings (loss) per share (1): |
|
|
|
| Basic |
0.07 |
(0.09) |
N/A |
| Diluted |
0.07 |
(0.09) |
N/A |
| Earnings (loss) per ADS*: |
|
|
|
| Basic |
0.70 |
(0.90) |
N/A |
| Diluted |
0.69 |
(0.89) |
N/A |
| Weighted average shares outstanding: |
|
|
|
| Basic |
1,150,951,354 |
1,152,936,177 |
(0.2%) |
| Diluted |
1,165,976,677 |
1,165,317,093 |
0.1% |
| Financial Indicators |
|
|
|
| Total operating revenue per ASM (TRASM) (cents) (2) |
9.21 |
8.00 |
15.0% |
| Average base fare per passenger |
52 |
48 |
9.4% |
| Total ancillary revenue per passenger (3) |
55 |
46 |
19.0% |
| Total operating revenue per passenger |
107 |
93 |
14.1% |
| Operating expenses per ASM (CASM) (cents) (2) |
8.02 |
7.81 |
2.8% |
| CASM ex fuel (cents) (2) |
5.30 |
4.80 |
10.5% |
| Adjusted CASM ex fuel (cents) (2) (4) |
5.04 |
4.40 |
14.4% |
| Operating Indicators |
|
|
|
| Available seat miles (ASMs) (millions) (2) |
25,060 |
29,488 |
(15.0%) |
| Domestic |
14,837 |
19,798 |
(25.1%) |
| International |
10,223 |
9,690 |
5.5% |
| Revenue passenger miles (RPMs) (millions) (2) |
21,709 |
25,161 |
(13.7%) |
| Domestic |
13,399 |
17,065 |
(21.5%) |
| International |
8,309 |
8,096 |
2.6% |
| Load factor (5) |
86.6% |
85.3% |
1.3 pp |
| Domestic |
90.3% |
86.2% |
4.1 pp |
| International |
81.3% |
83.6% |
(2.3 pp) |
| Booked passengers (thousands) (2) |
21,625 |
25,250 |
(14.4%) |
| Domestic |
15,960 |
19,683 |
(18.9%) |
| International |
5,665 |
5,566 |
1.8% |
| Departures (2) |
127,643 |
153,705 |
(17.0%) |
| Block hours (2) |
333,772 |
398,540 |
(16.3%) |
| Aircraft at end of period |
137 |
125 |
12 |
| Average aircraft utilization (block hours) |
12.99 |
13.41 |
(3.1%) |
| Fuel gallons accrued (millions) |
239.32 |
284.16 |
(15.8%) |
| Average economic fuel cost per gallon (6) |
2.83 |
3.11 |
(8.7%) |
| Average exchange rate |
17.71 |
17.82 |
(0.6%) |
| Exchange rate at the end of the period |
19.63 |
17.62 |
11.4% |
| *Each ADS represents ten CPOs and each CPO represents a financial interest in one Series A share. |
(1) The basic and diluted loss or earnings per share are calculated in
accordance with IAS 33. Basic loss or earnings per share is calculated by
dividing net loss or earnings by the average number of shares outstanding
(excluding treasury shares). Diluted loss or earnings per share is calculated by
dividing net loss or earnings by the average number of shares outstanding
adjusted for dilutive effects. |
(2) Includes schedule and charter.
(3) Includes “Other passenger revenues” and “Non-passenger revenues”.
(4) Excludes fuel expense, aircraft and engine variable lease expenses and
sale
and lease-back gains.
(5) Includes schedule.
(6) Excludes Non-creditable VAT.
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía
de Aviación, S.A.B. de C.V. and Subsidiaries
Consolidated Statement of Operations
Unaudited
(In millions of U.S. dollars) |
Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
Variance |
| Operating revenues: |
|
|
|
| Passenger revenues |
782 |
812 |
(3.7%) |
| Fare revenues |
403 |
421 |
(4.3%) |
| Other passenger revenues |
379 |
391 |
(3.1%) |
| |
|
|
|
| Non-passenger revenues |
31 |
36 |
(13.9%) |
| Cargo |
5 |
5 |
0.0% |
| Other non-passenger revenues |
26 |
31 |
(16.1%) |
| |
|
|
|
| Total operating revenues |
813 |
848 |
(4.1%) |
| |
|
|
|
| Other operating income |
(49) |
- |
N/A |
| Fuel expense |
219 |
312 |
(29.8%) |
| Aircraft and engine variable lease expenses |
41 |
42 |
(2.4%) |
| Salaries and benefits |
98 |
99 |
(1.0%) |
| Landing, take-off and navigation expenses |
121 |
130 |
(6.9%) |
| Sales, marketing and distribution expenses |
55 |
49 |
12.2% |
| Maintenance expenses |
24 |
23 |
4.3% |
| Depreciation and amortization |
46 |
35 |
31.4% |
| Depreciation of right of use assets |
102 |
91 |
12.1% |
| Other operating expenses |
30 |
28 |
7.1% |
| Total operating expenses |
687 |
809 |
(15.1%) |
| |
|
|
|
| Operating income |
126 |
39 |
>100.0% |
| |
|
|
|
| Finance income |
13 |
8 |
62.5% |
| Finance cost |
(73) |
(60) |
21.7% |
| Exchange gain (loss), net |
14 |
(21) |
N/A |
| Comprehensive financing result |
(46) |
(73) |
(37.0%) |
| |
|
|
|
| Income (loss) before income tax |
80 |
(34) |
N/A |
| Income tax expense |
(43) |
(5) |
>100.0% |
| Net income (loss) |
37 |
(39) |
N/A |
| |
|
|
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía
de Aviación, S.A.B. de C.V. and Subsidiaries
Consolidated Statement of Operations
Unaudited
(In millions of U.S. dollars) |
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
Variance |
| Operating revenues: |
|
|
|
| Passenger revenues |
2,208 |
2,259 |
(2.3%) |
| Fare revenues |
1,128 |
1,204 |
(6.3%) |
| Other passenger revenues |
1,080 |
1,055 |
2.4% |
| |
|
|
|
| Non-passenger revenues |
99 |
101 |
(2.0%) |
| Cargo |
15 |
14 |
7.1% |
| Other non-passenger revenues |
84 |
87 |
(3.4%) |
| |
|
|
|
| Total operating revenues |
2,307 |
2,360 |
(2.2%) |
| |
|
|
|
| Other operating income |
(143) |
(4) |
>100.0% |
| Fuel expense |
683 |
888 |
(23.1%) |
| Aircraft and engine variable lease expenses |
83 |
118 |
(29.7%) |
| Salaries and benefits |
299 |
286 |
4.5% |
| Landing, take-off and navigation expenses |
365 |
367 |
(0.5%) |
| Sales, marketing and distribution expenses |
133 |
122 |
9.0% |
| Maintenance expenses |
73 |
74 |
(1.4%) |
| Depreciation and amortization |
131 |
97 |
35.1% |
| Depreciation of right of use assets |
300 |
268 |
11.9% |
| Other operating expenses |
87 |
86 |
1.2% |
| Total operating expenses |
2,011 |
2,302 |
(12.6%) |
| |
|
|
|
| Operating income |
296 |
58 |
>100.0% |
| |
|
|
|
| Finance income |
37 |
25 |
48.0% |
| Finance cost |
(207) |
(175) |
18.3% |
| Exchange gain (loss), net |
17 |
(30) |
N/A |
| Comprehensive financing result |
(153) |
(180) |
(15.0%) |
| |
|
|
|
| Income (loss) before income tax |
143 |
(122) |
N/A |
| Income tax (expense) benefit |
(62) |
18 |
N/A |
| Net income (loss) |
81 |
(104) |
N/A |
| |
|
|
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía de Aviación,
S.A.B. de C.V. and Subsidiaries
Reconciliation of Total Ancillary Revenue per Passenger
The following table provides additional details about the components of total
ancillary revenue for the quarter:
Unaudited
(In millions of U.S. dollars) |
Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
Variance |
| |
|
|
|
| Other passenger revenues |
379 |
391 |
(3.1%) |
| Non-passenger revenues |
31 |
36 |
(13.9%) |
| Total ancillary revenues |
410 |
427 |
(4.0%) |
| |
|
|
|
| Booked passengers (thousands) (1) |
7,614 |
8,691 |
(12.4%) |
| |
|
|
|
| Total ancillary revenue per passenger |
54 |
49 |
9.6% |
| |
|
|
|
| (1) Includes schedule and charter. |
Controladora Vuela Compañía de Aviación,
S.A.B. de C.V. and Subsidiaries
Reconciliation of Total Ancillary Revenue per Passenger
The following table provides additional details about the components of total
ancillary revenue for the first nine months of the year:
Unaudited
(In millions of U.S. dollars) |
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
Variance |
| |
|
|
|
| Other passenger revenues |
1,080 |
1,055 |
2.4% |
| Non-passenger revenues |
99 |
101 |
(2.0%) |
| Total ancillary revenues |
1,179 |
1,156 |
2.0% |
| |
|
|
|
| Booked passengers (thousands) (1) |
21,625 |
25,250 |
(14.4%) |
| |
|
|
|
| Total ancillary revenue per passenger |
55 |
46 |
19.0% |
| |
|
|
|
| (1) Includes schedule and charter. |
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía de
Aviación, S.A.B. de C.V. and Subsidiaries
Consolidated Statement of Financial Position
(In millions of U.S. dollars) |
As of September 30, 2024
Unaudited |
As of December 31, 2023
Audited |
| Assets |
|
|
| Cash, cash equivalents and restricted cash |
784 |
774 |
| Short-term investments |
46 |
15 |
| Total cash, cash equivalents, restricted cash, and short-term investments (1) |
830 |
- |
| Accounts receivable, net |
171 |
251 |
| Inventories |
17 |
16 |
| Guarantee deposits |
223 |
148 |
| Derivatives financial instruments |
1 |
- |
| Prepaid expenses and other current assets |
60 |
44 |
| Total current assets |
1,302 |
1,248 |
| Right of use assets |
2,405 |
2,338 |
| Rotable spare parts, furniture and equipment, net |
1,040 |
805 |
| Intangible assets, net |
22 |
16 |
| Derivatives financial instruments |
- |
2 |
| Deferred income taxes |
239 |
236 |
| Guarantee deposits |
441 |
462 |
| Other long-term assets |
43 |
39 |
| Total non-current assets |
4,190 |
3,898 |
| Total assets |
5,492 |
5,146 |
| Liabilities and equity |
|
|
| Unearned transportation revenue |
405 |
343 |
| Accounts payable |
178 |
250 |
| Accrued liabilities |
215 |
163 |
| Other taxes and fees payable |
256 |
262 |
| Income taxes payable |
10 |
8 |
| Financial debt |
299 |
220 |
| Lease liabilities |
387 |
373 |
| Other liabilities |
24 |
2 |
| Total short-term liabilities |
1,774 |
1,621 |
| Financial debt |
441 |
433 |
| Accrued liabilities |
8 |
14 |
| Employee benefits |
14 |
15 |
| Deferred income taxes |
16 |
16 |
| Lease liabilities |
2,599 |
2,518 |
| Other liabilities |
320 |
286 |
| Total long-term liabilities |
3,398 |
3,282 |
| Total liabilities |
5,172 |
4,903 |
| Equity |
|
|
| Capital stock |
248 |
248 |
| Treasury shares |
(12) |
(12) |
| Contributions for future capital increases |
- |
- |
| Legal reserve |
17 |
17 |
| Additional paid-in capital |
285 |
282 |
| Accumulated deficit |
(67) |
(148) |
| Accumulated other comprehensive loss |
(151) |
(144) |
| Total equity |
320 |
243 |
| Total liabilities and equity |
5,492 |
5,146 |
| (1) Non-GAAP measure. |
|
|
| VLRS | Consolidated |
| Ticker: VLRS | Quarter:3 Year: 2024 |
| | |
Controladora Vuela Compañía de
Aviación, S.A.B. de C.V. and Subsidiaries
Consolidated Statement of Cash Flows – Cash Flow
Data Summary
Unaudited
(In millions of U.S. dollars) |
Three months ended September 30, 2024 |
Three months ended September 30, 2023 |
| |
|
|
| Net cash flow provided by operating activities |
233 |
145 |
| Net cash flow used in investing activities |
(149) |
(138) |
| Net cash flow (used in) provided by financing activities* |
(54) |
87 |
| Increase in cash, cash equivalents and restricted cash |
30 |
94 |
| Net foreign exchange differences |
(4) |
- |
| Cash, cash equivalents and restricted cash at beginning of period |
758 |
655 |
| Cash, cash equivalents and restricted cash at end of period |
784 |
749 |
*Includes aircraft rental payments of $148 million and $132 million
for the three months ended September 30, 2024, and 2023, respectively.
Controladora Vuela Compañía de
Aviación, S.A.B. de C.V. and Subsidiaries
Consolidated Statement of Cash Flows – Cash Flow
Data Summary
Unaudited
(In millions of U.S. dollars) |
Nine months ended September 30, 2024 |
Nine months ended September 30, 2023 |
| |
|
|
| Net cash flow provided by operating activities |
782 |
513 |
| Net cash flow used in investing activities |
(387) |
(350) |
| Net cash flow used in financing activities* |
(374) |
(132) |
| Increase in cash, cash equivalents and restricted cash |
21 |
31 |
| Net foreign exchange differences |
(11) |
6 |
| Cash, cash equivalents and restricted cash at beginning of period |
774 |
712 |
| Cash, cash equivalents and restricted cash at end of period |
784 |
749 |
| *Includes aircraft rental payments of $432 million and $390 million for the nine months ended September 30, 2024, and 2023, respectively. |
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