SEC Form 6-K filed by Azul S.A.

Contents

	AZUL S.A. Declaration of the officers June 30, 2024

Declaration of the officers on the interim condensed individual and consolidated financial statements

In accordance with item VI of article 27 of CVM Resolution No. 80, of March 29, 2022, the Board of Directors declares that it reviewed, discussed and agreed with the interim condensed individual and consolidated financial statements for the three and six months ended June 30, 2024.

Barueri, August 10, 2024.

John Peter Rodgerson

CEO

Alexandre Wagner Malfitani

Vice President of Finance and Investor Relations

Antonio Flavio Torres Martins Costa

Technical Vice President

Abhi Manoj Shah

Vice President of Revenue

	AZUL S.A. Declaration of the officers June 30, 2024

Directors' statement on the independent auditor's report

In accordance with item V of article 27 of CVM Resolution No. 80, of March 29, 2022, the Board of Directors declares that it reviewed, discussed and agreed with the opinion expressed in the independent auditor's report of the interim condensed individual and consolidated financial statements relating to for the three and six months ended June 30, 2024.

Barueri, August 10, 2024.

John Peter Rodgerson

CEO

Alexandre Wagner Malfitani

Vice President of Finance and Investor Relations

Antonio Flavio Torres Martins Costa

Technical Vice President

Abhi Manoj Shah

Vice President of Revenue

	AZUL S.A. Summary report of the statutory audit committee June 30, 2024

Opinion of the statutory audit committee

In compliance with the legal provisions, the Statutory Audit Committee declares that it has reviewed, discussed and agreed to the reviewed the management report and the interim condensed individual and consolidated financial statements for the three and six months ended June 30, 2024 independent auditor's reports issued by Grant Thornton Auditores Independentes Ltda. recommending its approval to the Board of Directors.

Barueri, August 10, 2024.

Sergio Eraldo de Salles Pinto

Member, Coordinator of the Audit Committee and Financial Specialist

Gilberto Peralta

Member of the Audit Committee

Renata Faber Rocha Ribeiro

Member of the Audit Committee

Independent auditor's report on review of interim financial information

To the Shareholders, Board of Directors, and Management of

Azul S.A.

São Paulo – SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Azul S.A. (the Company), comprised in the Quarterly Information Form for the quarter ended July 30, 2024, comprising the balance sheet as of July 30, 2024, and the respective statements of income and of comprehensive income for the three and six-month periods then ended and of changes in shareholders’ equity and of cash flows for the period of six months then ended, including the footnotes.

Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with NBC TG 21 – Interim Financial Reporting and with the international standard IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB), such as for the presentation of these information in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.

Review scope

We conducted our review in accordance with the Brazilian and International standards on reviews of interim information (NBC TR 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 – Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is significantly less in scope than an audit conducted in accordance with Brazilian and International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the individual and consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the individual and consolidated interim financial information included in the quarterly information form referred to above has not been prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of interim financial information and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.

Other matters

Statements of value added

The quarterly information referred to above includes the individual and consolidated statements of value added for the six months period ended July 30, 2024, prepared under the responsibility of the Company's management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to the same review procedures in conjunction with the review of the Company's interim financial information to conclude they are reconciliated to the interim financial information and to the accounting records, as applicable, and whether the structure and content are in accordance with the criteria established in the NBC TG 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statements of value added were not prepared, in all material respects, in accordance with the criteria defined in that standard and consistently in relation to the individual and consolidated interim financial information taken as a whole.

Audit and review of values corresponding to the comparative year and period

The amounts corresponding to the year ended December 31, 2023, and the three- and six-month periods ending June 30, 2023, presented for comparison purposes were, respectively, audited and reviewed by another independent auditor, whose reports on the audit and reviews were, respectively, issued on April 12, 2024, and August 10, 2023, without modifications.

São Paulo, August 10, 2024

Grant Thornton Auditores Independentes Ltda.

CRC 2SP-025.583/O-1

Élica Daniela da Silva Martins

Accountant CRC 1SP-223.766/O-0 

	AZUL S.A. Statements of financial position June 30, 2024 and December 31, 2023 (In thousands of Brazilian reais - R$)

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements.

	AZUL S.A. Statements of financial position June 30, 2024 and December 31, 2023 (In thousands of Brazilian reais - R$)

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements.

	AZUL S.A. Statements of operations Periods ended June 30, 2024 and 2023 (In thousands of Brazilian reais – R$, except basic and diluted

	AZUL S.A. Statements of operations Periods ended June 30, 2024 and 2023 (In thousands of Brazilian reais – R$, except basic and diluted loss per share)

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements.

	AZUL S.A. Statements of comprehensive (loss) income Periods ended June 30, 2024 and 2023

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements

	AZUL S.A. Statements of changes in equity Periods ended June 30, 2024 and 2023 (In thousands of Brazilian reais – R$)

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements.

	AZUL S.A. Statements of cash flows Periods ended June 30, 2024 and 2023 (In thousands of Brazilian reais – R$)

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements.

	AZUL S.A. Statements of value added Periods ended June 30, 2024 and 2023 (In thousands of Brazilian reais – R$)

The accompanying notes are an integral part of these interim condensed individual and consolidated financial statements.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

Azul S.A. (“Azul”), together with its subsidiaries (“Company”) is a corporation governed by its bylaws, as per Law No. 6404/76 and by the corporate governance level 2 listing regulation of B3 S.A. – Brasil, Bolsa, Balcão (“B3”). The Azul was incorporated on January 3, 2008, and its core business comprises the operation of regular and non-regular airline passenger services, cargo or mail, passenger charter, provision of maintenance and hangarage services for aircraft, engines, parts and pieces, aircraft acquisition and lease, development of frequent-flyer programs, development of related activities and equity holding in other companies since the beginning of its operations on December 15, 2008.

The Azul carries out its activities through its subsidiaries, mainly Azul Linhas Aéreas Brasileiras S.A. (“ALAB”) and Azul Conecta Ltda. (“Conecta”), which hold authorization from government authorities to operate as airlines and ATS Viagens e Turismo Ltda (“Azul Viagens”) for travel packages.

The Azul shares are traded on B3 and on the New York Stock Exchange (“NYSE”) under tickers AZUL4 and AZUL, respectively.

The Azul is headquartered at Avenida Marcos Penteado de Ulhôa Rodrigues, 939, 8^th floor, in the city of Barueri, state of São Paulo, Brazil.

The Company organizational structure as of June 30, 2024 is as follows:

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

The table below lists the operational activities in which the Azul subsidiaries are engaged, as well as the changes in ownership that occurred in period, when applicable.

The Company’s operating revenues depend substantially on the general volume of passenger and cargo traffic, which is subject to seasonal changes. Our passenger revenues are generally higher during the summer and winter holidays, in January and July respectively, and in the last two weeks of December, which corresponds to the holiday season. Considering the distribution of fixed costs, this seasonality tends to cause variations in operating results between periods of the fiscal year.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

In view of the above, management assessed and concluded that the Company is capable of continuing its operations and fulfilling its obligations in accordance with the contracted maturities. This assessment is based on the Company's business plan approved by the Board of Directors in December, 2023. The Company's business plans include planned future actions, macroeconomic and aviation sector assumptions, such as level of demand for air transport with corresponding increase in traffic and fares, estimated exchange rates and fuel prices. The Company's Management monitors and informs the Board of Directors about performance in relation to the approved plan.

Based on this conclusion, this interim condensed individual and consolidated financial statements were prepared based on the going concern principle operational.

Management confirms that all relevant information specific to interim condensed individual and consolidated financial statements is being disclosed, and corresponds to that used by it in the development of its business management activities.

Until June 30, 2024, Azul's Management continued the process of restructuring its debts, as presented in detail in these interim condensed individual and consolidated financial statements.

During the quarter ended June 30, 2024, there was an extreme weather event with heavy rains in the central region of the State of Rio Grande do Sul in Brazil, making it impossible to provide air services, due to flooding and the consequent closure of its main airport.

In order to face this challenging scenario, the Company began to monitor and establish operational and financial strategies to get through this period until the resumption of operations, increasing flights to nearby cities, in order to serve affected passengers.

The Company dedicated humanitarian efforts with the aim of supporting actions carried out by local authorities who acted in response to the emergency with the affected population.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

As of June 30, 2024, the Company's working capital and liquid equity position are as shown below:

The negative variation in the balance of net working capital, is mainly due to the increase in liabilities in foreign currency, due to the 14.8% devaluation of the real against the US dollar and the postponement of accounts payable.

The negative variation of equity is mainly, due to the Company's negative financial result, which exceeds by R$4,899,145 due to foreign currency exchange and interest on leases and loans and financing.

3.  BASIS OF PREPARATION AND PRESENTATION OF THE INTERIM CONDENSED INDIVIDUAL AND CONSOLIDATED FINANCIAL STATEMENTS

The Company’s interim condensed individual and consolidated financial statements have been prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), specifically IAS 34 – Interim Financial Reporting. The accounting practices adopted in Brazil include those included in the Brazilian corporation law and the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

The Company’s interim condensed individual and consolidated financial statements have been prepared based on the real (“R$”) as a functional and presentation currency. All currencies shown are expressed in thousands unless otherwise noted.

The Company operates mainly through its aircraft and other assets that support flight operations, making up its cash generating unit (CGU) and its only reportable segment: air transport.

The preparation of the Company's interim condensed individual and consolidated financial statements requires Management to make judgments, use estimates and adopt assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. However, the uncertainty related to these judgments, assumptions and estimates can lead to results that require a significant adjustment to the carrying amount of assets, liabilities, income, and expenses in future years.

When preparing these interim condensed individual and consolidated financial statements of the Company, Management used the following disclosure criteria to understand the changes observed in the equity and in its performance, since the end of the last fiscal year ended December 31, 2023, disclosed on April 12, 2024: (i) regulatory requirements; (ii) relevance and specificity of the information on the operations; (iii) informational needs of users of the interim condensed individual and consolidated financial statements; and (iv) information from other entities participating in the passenger air transport market.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

As a consequence of the improvements made to the presentation of some items in the statements of cash flows and costs and expenses by nature, the following reclassifications were carried out to ensure comparability of balances from the previous period:

The interim condensed individual and consolidated financial statements have been prepared based on the historical cost, except for the items significant:

Fair value:

·      Short-term investments –TAP Bond;

·      Derivative financial instruments; and

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

·      Debenture conversion right.

Other:

·      Investments accounted for under the equity method.

The approval and authorization for issue of these interim condensed individual and consolidated financial statements occurred by the board of directors on August,10 2024.

The interim condensed individual and consolidated financial statements of the company was prepared based on the policies, practices and methods of calculating estimates adopted and presented in detail in the financial statements for the year ended December 31, 2023 and disclosed on April 12, 2024 and, therefore, must be read together.

The following accounting standards came into effect on January 1, 2024 and did not significantly impact the Company's balance sheet or income statement.

Foreign currency transactions are recorded at the exchange rate in effect at the date the transactions take place. Monetary assets and liabilities designated in foreign currency are determined based on the exchange rate in effect on the balance sheet date, and any difference resulting from currency conversion is recorded under the heading “Foreign currency exchange, net” in the statements of operation.

The exchange rates to Brazilian reais are as follows:

(a)  Investment in U.S. dollar.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

The increase in “Other” accounts receivable in foreign currency mainly refers to contractual guarantees from aeronautical items.

In Brazil, credit card receivables are not exposed to credit risk of the cardholder. The balances can easily be converted into cash, when necessary, through advance payment with credit card companies.

During the six months ended June 30, 2024, the Company anticipated the receipt of R$5,783,793 in accounts receivable from credit card administrators, without right of return, with an average cost of 0.9% p.m. on the anticipated amount. On the same date, the balance of accounts receivable is net of R$3,226,034 due to such advances (R$3,349,391 on December 31, 2023).

The breakdown of accounts receivable by maturity, net of allowance for expected losses, is as follows:

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

The movement of expected losses is presented below:

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

The movement of security deposits and maintenance reserves is as follows:

The movement of the allowance for maintenance reserves losses is as follows:

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

These amounts are presented net of provisions for losses in the amount of R$45,990 (R$28,676 as of December 31, 2023).

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

The Company has tax losses that are available indefinitely for offset against 30% of future taxable profits on which deferred tax assets were not created as it is not probable that future taxable profits will be available for the Company to use the benefits thereof, as below:

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

(a) Considering indirect investments, the Company's share totals 99.8%.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)

(a)  Includes aircraft, engines, simulators and equipment flight.

(b)  The transfer balances are between the groups “Property and equipment” and “Right-of-use assets”.

During the six months ended June 30, 2024, the Company carried out “sale and leaseback” transactions for an engine, where the revenue, net of sales costs, corresponds to a gain of R$27,441 (there were no operations of this nature on June 30, 2023) and is recognized under the heading “Other costs of services provided”.

	AZUL S.A. Notes to the interim condensed individual and consolidated financial statements June 30, 2024 (In thousands of Brazilian reais – R$, unless otherwise indicated)