Avianca Holdings S.A. (Name of Registrant)
Total Page：16
File Type：pdf, Size：1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20546 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-36142 Avianca Holdings S.A. (Name of registrant) Edificio P.H. ARIFA, Pisos 9 y 10, Boulevard Oeste Santa María Business District Panama City, Republic of Panama (+507) 205-7000 (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐ Bogota D.C., August 13, 2020 MATERIAL INFORMATION Avianca Holdings S.A. informs that it has published on its website www.aviancaholdings.com its consolidated financial statements as of June 30, 2020 and December 31, 2019 and for the six month period ended June, 2020 and 2019. Enclosures: Exhibit 99.1 – Consolidated financial statements as of June 30, 2020 and December 31, 2019 and for the six month period ended June, 2020 and 2019. About Avianca Holdings S.A. (NYSE: AVH) (BVC: PFAVH) Avianca is the trademark for the group of passenger airlines and cargo airlines under the holding company Avianca Holdings S.A. Avianca has been flying continuously for 100 years. With a fleet of 158 aircraft, Avianca serves 76 destinations in 27 countries within the Americas and Europe. With more than 21,000 employees, the Company earned $ 4.6 million in 2019 and carried 30.5 million passengers. Contacts Investor Contact Avianca: Luca Pfeifer, Head of Investor Relations [email protected] (571) (5877700) Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 13, 2020 AVIANCA HOLDINGS S.A. By: /s/ Richard Galindo Name: Richard Galindo Title: General Secretary Exhibit 99.1 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Unaudited Condensed Consolidated Interim Financial Statements As of June 30, 2020, and December 31,2019 and for the six-months periods ended June 30, 2020 and 2019 1 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Index Unaudited Condensed Consolidated Interim Statement of Financial Position 3 Unaudited Condensed Consolidated Interim Statement of Comprehensive Income 5 Unaudited Condensed Consolidated Interim Statement of Changes in Equity 9 Unaudited Condensed Consolidated Interim Statement of Cash Flows 11 Notes to the Condensed Consolidated Interim Financial Statements 13 2 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Unaudited Condensed Consolidated Interim Statement of Financial Position (In USD thousands) December June 30, 31, Notes 2020 2019 Assets Current assets: Cash and cash equivalents 8 $ 297,712 $ 342,472 Restricted cash 8 23,526 1 Short term investments 11 47,848 55,440 Trade and other receivables, net of expected credit losses 9 172,528 233,722 Accounts receivables from related parties 10 2,597 3,348 Current tax assets 22 181,322 198,719 Expendable spare parts and supplies, net of provision for obsolescence 86,724 88,334 Prepayments 58,255 69,012 Deposits and other assets 11 53,627 39,175 924,139 1,030,223 Assets held for sale 14 893 681,053 Total current assets 925,032 1,711,276 Non–current assets: Deposits and other assets 11 48,341 54,074 Trade and other receivables, net of expected credit losses 9 18,965 22,569 Non-current taxes assets 22 2 1 Intangible assets and goodwill, net 13 510,717 505,507 Deferred tax assets 25,866 27,166 Property and equipment, net 12 5,044,230 4,953,317 Total non–current assets 5,648,121 5,562,634 Total assets $ 6,573,153 $ 7,273,910 See accompanying notes to unaudited condensed consolidated interim financial statements 3 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Unaudited Condensed Consolidated Interim Statement of Financial Position (In USD thousands) June 30, December 31, Notes 2020 2019 Liabilities and equity Current liabilities: Short-term borrowings and current portion of long-term debt 15 $3,661,620 $ 872,044 Accounts payable 535,914 530,615 Accounts payable to related parties 10 2,285 3,713 Accrued expenses 46,551 87,610 Current tax liabilities 22 23,946 26,421 Provisions for legal claims 23 19,529 20,244 Provisions for return conditions 9,546 21,963 Employee benefits 119,234 148,678 Air traffic liability 336,377 337,363 Frequent flyer deferred revenue 192,639 187,931 Other liabilities 4,869 5,110 4,952,510 2,241,692 Liabilities associated with the assets held for sale 14 — 490,458 Total current liabilities 4,952,510 2,732,150 Non–current liabilities: Long–term debt 15 1,451,028 3,984,279 Accounts payable 12,794 11,931 Provisions for return conditions 136,665 122,425 Employee benefits 107,844 118,337 Deferred tax liabilities 18,183 18,471 Frequent flyer deferred revenue 205,102 229,701 Other liabilities 44,410 51,449 Total non–current liabilities 1,976,026 4,536,593 Total liabilities $6,928,536 $ 7,268,743 (Equity deficit) equity: Common stock 82,600 82,600 Preferred stock 42,023 42,023 Additional paid–in capital on common stock 234,567 234,567 Additional paid–in capital on preferred stock 469,273 469,273 Accumulated losses (893,280) (543,010) Other comprehensive income / (loss) 17 (85,235) (78,120) (Equity deficit) equity attributable to owners of the Company (150,052) 207,333 Non–controlling interest (205,331) (202,166) Total (equity deficit) equity (355,383) 5,167 Total liabilities and (equity deficit) equity $6,573,153 $ 7,273,910 See accompanying notes to unaudited condensed consolidated interim financial statements 4 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Unaudited Condensed Consolidated Interim Statement of Comprehensive Income (In USD thousands, except basic loss per share) For the six months ended June 30, Notes 2020 2019 Operating revenue: Passenger $ 781,840 $ 1,904,447 Cargo and other 398,457 362,358 Total operating revenue 4, 27 1,180,297 2,266,805 Operating expenses: Flight operations 22,126 58,339 Aircraft fuel 247,431 616,130 Ground operations 136,987 240,891 Rentals 24 12,472 3,695 Passenger services 35,141 94,774 Maintenance and repairs 63,188 111,551 Air traffic 59,617 143,115 Selling expenses 114,855 245,406 Salaries, wages, and benefits 238,969 363,238 Fees and other expenses 121,312 168,455 Depreciation and amortization 12, 13 274,970 524,226 Total operating expenses 1,327,068 2,569,820 Operating loss (146,771) (303,015) Interest expense (192,416) (147,425) Interest income 2,665 5,836 Derivative instruments (406) 637 Foreign exchange, net 6 5,549 (18,944) Equity method profit 344 733 Loss before income tax (331,035) (462,178) Income tax expense – current 22 (20,943) (15,057) Income tax (expense) income – deferred 22 (722) 1,295 Total income tax expense (21,665) (13,762) Net loss for the year $ (352,700) $ (475,940) Basic loss per share. Expressed in dollars 16 Common stock $ (0.35) $ (0.49) Preferred stock $ (0.35) $ (0.49) See accompanying notes to unaudited condensed consolidated interim financial statements 5 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Unaudited Condensed Consolidated Interim Statement of Comprehensive Income (In USD thousands, except basic loss per share) For the six months ended June 30, Notes 2020 2019 Net loss for the year $ (352,700) $ (475,940) Other comprehensive (loss) income: Items that will not be reclassified to profit or loss in future periods: 17 Remeasurements of defined benefit liability (7,636) (10,719) Income tax (3,422) 203 (11,058) (10,516) Items that will be reclassified to profit or loss in future periods: 17 Effective portion of changes in fair value of hedging instruments 2,799 (2,552) Net change in fair value of financial assets with changes in OCI 409 950 3,208 (1,602) Other comprehensive loss, net of income tax (7,850) (12,118) Total comprehensive loss net of income tax $ (360,550) $ (488,058) (Loss) profit attributable to: Equity holders of the parent (350,270) (485,128) Non–controlling interest (2,430) 9,188 Net loss $ (352,700) $ (475,940) Total comprehensive (loss) profit attributable to: Equity holders of the parent (357,385) (496,840) Non–controlling interest (3,165) 8,782 Total comprehensive loss $ (360,550) $ (488,058) See accompanying notes to unaudited condensed consolidated interim financial statements 6 AVIANCA HOLDINGS S.A. AND SUBSIDIARIES (Republic of Panama) Unaudited Condensed Consolidated Interim Statement of Comprehensive Income (In USD thousands, except basic loss per share) For the three months between April 1 and June 30, Notes 2020 2019 Operating revenue: Passenger $ 3,743 $ 934,047 Cargo and other 232,634 182,005 Total operating revenue 4, 27 236,377 1,116,052 Operating expenses: Flight operations 4,402 28,207 Aircraft fuel 19,375 312,066 Ground operations 33,681 120,878 Rentals 24 7,741 3,695 Passenger services 1,842 44,894 Maintenance and repairs 23,351 63,445 Air traffic 9,955 66,765 Selling expenses 4,682 137,643 Salaries, wages and benefits 82,105 179,867 Fees and other expenses 64,246 107,034 Depreciation and amortization 12, 13 135,549 373,026 Total operating expenses 386,929 1,437,520 Operating loss (150,552) (321,468) Interest expense (78,725) (78,809) Interest income 690 1,382 Derivative instruments (94) 142 Foreign exchange, net 6 4,699 (7,195) Equity method profit 344 488 Loss before income tax (223,638) (405,460) Income tax expense – current 22 (14,248) (6,593) Income tax income – deferred 22 6,381 4,025 Total income tax expense (7,867) (2,568) Net loss for the year $ (231,505) $ (408,028) Basic loss per share.