Interim financial Statements

CVC Brasil Operadora e Agência de Viagens S.A. and subsidiaries

June 30, 2023

and Report on Review of Interim Financial Statements

Interim financial statements of CVC Brasil Operadora e Agência de Viagens S.A. and subsidiaries as of June 30, 2023

2Q23 MANAGEMENT REPORT

Message from Management

CVC Corp's businesses showed resilience and growth throughout the first semester of 2023, recording results that corroborate the heating of the tourism industry, although the result of 2Q23 has been negatively affected by pre follow-on capital restrictions. An important factor that reinforces the strength of the sector was the increase in the number of seats offered by airlines. The number of people traveling is closer to pre-pandemic levels and, according to the National Civil Aviation Agency (ANAC) data, 53.9 million passengers were transported in the first semester, which accounts for 20% more passengers than in 1H22.

In recent months, CVC Corp made changes in the executive body, led by the arrival of Fábio Godinho, the new CEO, on his third tenure in the Company. Godinho has more than 15 years of experience in the tourism sector, having already presided over an airline company and a hotel chain, in addition to having worked abroad as a master franchisee of an international food chain. He is joined by Carlos Wollenweber, the new CFO and Chief Investor Relations Officer, as well as other executives, who will continue to resume profitable business, but with greater focus on discipline in the allocation of funds, operational efficiency, rationalization of fixed and financial expenses, gradual increase in the take rate, in addition to opening stores more quickly over the coming quarters.

This direction, in line with the Board of Directors, is also shared by the Paulus Family, which once again joins CVC Corp's shareholder base. The combination of experienced executives with the knowledge held by the founders - now also investors - brings decades of know-how and forms the "new old CVC", which combines fighting spirit, focus on the product, on the customer and on the sales force, is based on in our historical essence, democratizing the dream of travelling, with a shelf full of accessible products, full assistance to the traveler, strong distribution via franchised stores and partner travel agencies located throughout the national territory, with austere management of its operating cash and expenses. As part of the governance reorganization, an Extraordinary General Meeting was called to be held in August 30 in line with the terms of the Investment Agreement signed between the Paulus Family and funds managed by Opportunity, for the election of new members to the Board of Directors and, subsequently, of the Executive Board.

The new Management, already in its first weeks, was directly involved in two core topics for the sustainability of our business: at the CVC Sales Convention, which was attended by over 1,300 tourism professionals, in addition to master franchisees and franchisees, and at the completion of the Public Offering of Shares in the amount of approximately R$ 550 million (in addition to 83.3 million subscription warrants), to strengthen the Company's working capital and operations. Both events served to corroborate the confidence of the market and partners in this new management.

We understand that this is an important moment to accelerate certain businesses and to work in a more efficient and disciplined manner, taking advantage of the Company's strengths, conquered over the last decades and improved in recent years. As part of this process, at the beginning of July, there were structural reviews that culminated in an adaptation of the staff and a return to in -person work. We reaffirm our commitment to support sales growth to continue generating business opportunities for the full tourism production chain, with a complete portfolio of products and always seeking the best options for consumers and travel agents, with the credibility and trust that only CVC Corp has.

Interim financial statements of CVC Brasil Operadora e Agência de Viagens S.A. and subsidiaries as of June 30, 2023

Consolidated performance comments for 2Q23 and 1S23

(The information below compares the following: the three-month period ended 06/30/2023, identified as "2Q23"; the 3-month period ended 06/30/2022, identified as "2Q22", the 6-month period ended 06/30/2023, identified as "1S23" and six-month period ended 06/30/2022, identified as "1S22").

R$ million

Net Revenue

Gross profit Sales Expenses

General and Administrative Expenses

Other Operating Revenues/Expenses

EBITDA

Depreciation and amortization Financial income (loss)

Income tax

Net loss

Net revenue

2Q23

2Q22

269.4

269.7

-0.1%

269.4

269.7

-0.1%

(88.2)

(64.9)

35.8%

(189.3)

(217.5)

-13.0%

6.7

12.1

-45.0%

(1.5)

(0.8)

82.9%

(53.7)

(48.7)

10.4%

(116.5)

(39.9)

191.7%

4.8

(5.3)

n.a.

(167.0)

(94.8)

76.1%

1S23 1S22 ∆

564.8 562.6 0.4%

564.8 562.6 0.4%

(149.7) (121.9) 22.7%

(405.9) (435.8) -6.8%

5.1 27.8 -81.5%

14.1 32.3 -56.4%

(105.7) (97.7) 8.2%

(213.2) (128.7) 65.7%

10.0 (67.4) n.a.

(294.9) (261.6) 12.7%

CVC Corp's Net Revenue totaled R$ 269.4 million in 2Q23, practically stable compared to the same quarter of the previous year and similar to the behavior of consumed bookings. In the first semester, net revenue increased by 0.4% over the same period of the previous year.

Sales expenses

In 2Q23, CVC Corp's Sales Expenses grew 35.8% compared to 2Q22, and the main impacts described below:

  1. increase in the Provisions for client losses line, mainly in the B2B unit, for invoices of some clients that are outstanding, but in the process of being renegotiated, part of which was already recovered in July; CVC Corp remains committed to reviewing its risk exposure.
  1. credit Card costs in Brazil, with growth due to increased sales in this modality.
  1. In the Argentine operation, there was an increase in selling expenses due to a higher volume of credit card payments, given the incentives offered by the government to finance domestic trips (PreViaje). It is worth highlighting that the restrictions imposed by the government in the form international travel installment payment in the retail operation are still in effect.

(-) in Brazil, marketing expenses were lower than in 2Q22, a period in which there was greater expenses on this item due to the resumption of tourism and greater investments in communication to support the 50th anniversary campaign of the CVC brand.

In the first semester, selling expenses increased 22.7% when compared to 1S22.

Interim financial statements of CVC Brasil Operadora e Agência de Viagens S.A. and subsidiaries as of June 30, 2023

General and administrative expenses

General and Administrative Expenses decreased by 13.0% when compared to 2Q22, due to greater control of expenses, with the main decreases related to the workforce adequacy, reduction of rents (due to the transfer of more than a dozen own stores in the last months for franchisees), reversal of provisions related to incentives for former executives and reduction of travel expenses. At the beginning of July, continuing with the efficiency program, there were structural reviews that culminated in an adjustment in the number of employees, with a consequent reduction in fixed expenses. The expenses incurred in this adjustment totaled R$ 5.7 million and were provisioned in 2Q23, and approximately R$ 8.0 million will be provisioned in the second semester for further restructuring. Regarding the accumulated result for the year, General and Administrative Expenses decreased 6.8%.

The item Other Operating Revenues/Expenses recorded a positive amount of R$ 6.7 million, against a positive R$ 12.1 million in the same period of the previous year. In the current quarter, this item was mainly composed of the increase in revenues from incentives for air ticket distributors and registration of expired credits, which were partially offset by legal provisions. For the 1S23 period, there was a 81.5% decrease in Other Operating Revenues/Expenses, from R$ 27.8 million to R$ 5.1 million.

Non-recurringexpenses in 2Q23 totaled R$ 14.8 million, an amount composed of the reversal of provisions for contingencies, of which R$ 5.9 million refers to the reversal of provisions for risks arising from past acquisitions and R$ 5.2 million referring to the provision receivable from M&As. For 1S23, this item recorded the amount of R$ 3.3 million, versus R$ 23.4 million in 1S22.

EBITDA/Adjusted EBITDA

R$ million

EBITDA

(-) Share of loss of subsidiaries and investee

(-)Non-recurring items

  1. Service Fee - Bank Slip
    Fee
    Adjusted EBITDA

2Q23

2Q22

(1.5)

(0.8)

82.9%

(0.1)

(0.2)

-56.6%

14.8

11.0

35.0%

1.4

(3.9)

n.a.

(14.9)

(15.5)

-4.0%

1S23

1S22

14.1

32.3

-

56.4%

(0.3)

(0.4)

-

26.8%

3.3

23.4

-

85.8%

(0.4)

(12.2)

-

96.4%

10.6

(3.0)

n.a.

In 2Q23, CVC Corp recorded an EBITDA of R$ 1.5 million negative, while Adjusted EBITDA, which includes expenses with bank slips (reported in the Financial Statements under Financial Expenses) and excluding non-recurring items and Share of loss of subsidiaries and investee was R$ 14.9 million, negative.

In the accumulated for the year, EBITDA reached R$ 14.1 million, while Adjusted EBITDA totaled R$ 10.6 million.

Interim financial statements of CVC Brasil Operadora e Agência de Viagens S.A. and subsidiaries as of June 30, 2023

Financial income (loss)

The Financial Income (loss) totaled a net expense of R$ 116.5 million in 2Q23. The increase compared to 2Q22 is mainly due to charges on prepayments of receivables, as a result of the effects of the increase in the average CDI rate, higher amount of prepayments made during the quarter (R$ 756.8 million in 2Q23 against R$ 309.5 million in 2Q22 - gross amounts) and an increase of R$ 27.2 million in Other Financial Expenses, which is mainly due to the accounting of the PIK premium - a special savings bond (título de capitalização) present in the renegotiation of the debentures that took place in April1. For 1S23, a net expense of R$ 213.2 million was recorded, compared to a net expense of R$ 128.7 million in 1S22.

The effects of capitalization for the quarter were immaterial to the financial income (loss), given its conclusion in the last days of June.

The exchange-rate change recorded a negative amount of R$ 11.9 million (which includes mark-to- market of hedge derivatives) against a positive amount of R$ 6.6 million in 2Q22, due to the negative result of the mark-to-market change of derivatives, exchange rate change on bank balances and international payments. For 1S23, a negative amount of R$ 23.6 million was recorded, against a negative amount of R$ 11.7 million in 1S22.

In the semi-annual comparison, the change in the Financial Income (loss) is linked to (i) the increase in the average Selic rate for the period on net debt (ii) prepayments of receivables and (iii) the increase in Other Financial Expenses, mainly in PIK premium - a special savings bond (título de capitalização) present in the renegotiation of the debentures that took place in April. For further details on Financial Income (Loss), see Note 21 of the quarterly information.

Taxes

As a result of the PERSE Law, the income tax and social contribution rates became zero for revenues accrued in tourism operations in Brazil. However, the positive amount of R$ 4.8 million in 2Q23 presented in this line, as well as the year-to-date, in the amount of R$ 10.0 million, refer mainly to deferred taxes in the CVC Corp operation and in the Brazilian operation, the realization will occur after the effectiveness of the PERSE Law (Mar/27).

Net loss

In 2Q23, CVC recorded a Net Loss of R$ 167.0 million, against R$ 94.8 million recorded in 2Q22. The change between quarters is mainly due to (i) the provision for interest on renegotiation of debentures (PIK premium) and (ii) interest on prepayment of receivables. In 1S23, the loss recorded was R$ 294.9 million, against the R$ 261.6 million determined in the 1S22.

1 For further information, access the Material Fact on the Renegotiation of Debentures of March 10, 2023, available on the CVC Corp and CVM websites.

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CVC Brasil Operadora e Agência de Viagens SA published this content on 08 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2023 13:44:07 UTC.