-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L4SZTI0y05rfVky8LQ0A3BB4foVI3dpryTI8u1XgX1xEme7pNR7QP5zox7rnznHX +QPXRunmxtYqg5hsUeVM+Q== 0000947871-05-001527.txt : 20050815 0000947871-05-001527.hdr.sgml : 20050815 20050815123845 ACCESSION NUMBER: 0000947871-05-001527 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050812 FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMBRAER BRAZILIAN AVIATION CO CENTRAL INDEX KEY: 0001117603 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15102 FILM NUMBER: 051024740 BUSINESS ADDRESS: STREET 1: AVENIDA BRIGADERO FARIA LIMA 2170 STREET 2: 12227-901 SAO JOSE DOS CAMPOS SAO PAULO CITY: FEDERATIVE REPUBLIC STATE: D5 ZIP: 00000 BUSINESS PHONE: 0115512345 MAIL ADDRESS: STREET 1: BRIGADERIO FARIA LIMA 2170 PUTIM PC 294 CITY: SAO JOSE DOS CAMPOS STATE: D5 ZIP: 999999999 6-K 1 f6k_081405.txt REPORT OF FOREIGN PRIVATE ISSUER FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of August, 2005 Commission File Number: 1-15102 Embraer - Brazilian Aviation Company (Translation of registrant's name into English) EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. Av. Brigadeiro Faria Lima, 2170 12227-901 Sao Jose dos Campos, Sao Paulo, Brazil (Address of principal executive offices) 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 X 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): _____ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes No X ------- ------- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____ This report on Form 6-K shall be incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-14018) as amended, filed by Embraer - - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by Embraer - - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933 or the Securities Exchange Act of 1934. 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. EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. Dated: August 15, 2005 By: /s/ ANTONIO LUIZ PIZARRO MANSO -------------------------------------------- Name: Antonio Luiz Pizarro Manso Title: Executive Vice-President Corporate and Chief Financial Officer EXHIBIT INDEX ------------- 1. One copy of the Company's US GAAP earnings release for the quarter ended June 30, 2005, dated August 12, 2005. EX-1 2 ex-1_081405.txt PRESS RELEASE [GRAPHIC OMITTED] EMBRAER ANNOUNCES SECOND QUARTER 2005 RESULTS IN US GAAP The Company's operating and financial information is presented, except where otherwise stated, on a consolidated basis in United States dollars (US$) in accordance with US GAAP. The financial data presented in this document for the quarters ended June 30, 2005, March 31, 2005 and June 30, 2004 are derived from our unaudited financial statements. In order to better understand the Company's operating performance, we are also presenting at the end of this release certain information in accordance with the Brazilian Corporate Law ("Brazilian GAAP"). Sao Jose dos Campos, August 12, 2005 - Embraer (BOVESPA: EMBR3, EMBR4) (NYSE: ERJ), the world's leading manufacturer of commercial jets up to 110 seats, recorded in the second quarter of 2005 net sales of US$812.4 million and net income of US$83.0 million, equivalent to diluted earnings per ADS of US$0.4733. At the end of the quarter, our firm order backlog increased by US$1 billion totaling US$10.9 billion, which we believe is a strong indicator of our commitment towards long-term growth and customer diversification. Net revenues decreased by 12% to US$812.4 million compared to the same period last year as a result of a lower number of aircraft delivered during 2Q05. Looking at the first half of the year, net revenues increased by 1.6% compared to the first half of 2004, despite a lower number of deliveries, indicating an improvement in our product mix in the first semester of 2005. As previously announced by the Company, 60% of the 2005 deliveries are scheduled for the second half of the year, following the certification of the EMBRAER 175, which was completed in July, and the EMBRAER 190, expected in August. The Company recorded a gross margin of 31.4%, representing a 1.2% decrease over the same period last year, mainly because of the appreciation of the Brazilian currency. As approximately 15% of our costs of sales and services is denominated in Brazilian reais, the 18.7% year over year appreciation of the Brazilian real against the U.S. dollar had a negative impact in our gross margin. Despite the appreciation of the Brazilian currency, our 2Q05 bottom line results were positive as net income and net margin reached US$83.0 million and 10.2%, respectively, an increase over the US$80.2 million and 8.7% recorded in 2Q04. Nevertheless, our working capital needs increased in the second quarter of 2005 due to the beginning of serial production of the EMBRAER 175 and EMBRAER 190 aircraft scheduled to be delivered during the second half of the year. Because of higher inventory and high accounts receivable levels, Embraer recorded a net debt* position of US$228.6 million at the end of the second quarter of 2005. As the number of deliveries increases and customer financing structures are finalized, we expect to reduce our inventory and accounts receivable levels by the end of the year, which should positively impact our cash position. We continue to invest in the customer services segment, as we believe that customer satisfaction is the backbone of our business success. The recent acquisition of a maintenance, repair and overhaul (MRO) facility in Portugal, and the expansion of our MRO facilities in Nashville, Tennessee, support our strategy of revenue diversification while maintaining the high dispatchability rates of our aircraft. Embraer is also strengthening its presence in the business jet segment with the launch of new jets in the Very Light and Light categories. *See page 5 for further details Page 1 2nd Quarter 2005 Highlights o A total of 30 jets were delivered during 2Q05: 25 jets to the Airline Market, three Legacy aircraft to the Business Jet Market and two government authority transportation aircraft (one Legacy and one ERJ 145) to the Defense Market. o During the second quarter, a total of 58 new firm orders for the EMBRAER 170/190 family were placed by several companies, including TAME Lineas Aereas de Ecuador, Saudi Arabian Airlines, LOT Polish Airlines, Copa Airlines, Flybe and GECAS. This brings the total number of firm orders for the first six months of the year to six ERJ 145 aircraft and 72 EMBRAER 170/190 family jets. o Embraer announced in May that it is expanding its product portfolio with jets for the Very Light and Light categories. In June, Embraer announced that it had started taking orders for these new jets directly through its sales offices. o In June, Embraer announced that the International Finance Corporation (IFC), the private sector arm of the World Bank Group, is structuring a loan to Embraer of US$180 million with final maturity of eight to twelve years. o Embraer announced at the Paris Air Show in June the delivery of the first UK-registered Embraer Legacy Executive jet. The aircraft was delivered through Harrods Aviation, an authorized Legacy sales representative for the U.K. and Ireland. Income Statement Highlights A comparative table of the main items of Embraer's consolidated income statement is presented below for the three months ended June 30, 2004 and 2005 (2Q04 and 2Q05) and for the three months ended March 31, 2005 (1Q05).
Income Statement Unaudited 1Q05 2Q04 2Q05 In US$ millions, except % and earnings per ADS Net Sales 763.3 924.3 812.4 Gross Profit 268.0 301.4 255.3 Gross Margin 35.1% 32.6% 31.4% Selling, general administrative and other expenses (101.1) (132.8) (119.9) Research and development (30.4) (30.4) (26.1) Employee profit sharing (12.0) (15.7) (10.4) Income from operations 124.5 122.5 98.9 Operating margin 16.3% 13.3% 12.2% Net financial income (expenses) (7.1) 4.3 (1.1) Foreign exchange gain (loss), net 2.9 (16.7) (1.0) Other non-operating income (expense) net - - (1.4) Income before income taxes 120.3 110.1 95.4 Income tax expense (22.5) (29.2) (14.0) Minority interest (1.3) (0.7) 1.6 Net income 96.5 80.2 83.0 Net margin 12.6% 8.7% 10.2% Earnings per ADS - basic 0.5537 0.4620 0.4758 Earnings per ADS - diluted 0.5504 0.4589 0.4733
Page 2 Net Sales and Cost of Sales & Services During 2Q05, Embraer delivered 30 jets, 13 less than in 2Q04, which resulted in net revenues of US$812.4 million, 12.1% lower than in the same period last year.
Aircraft delivered 1Q05 2Q04 2Q05 by sector Airline Market 28 40 25 - ---------------------------------------------------------------------------------------------------------------------- ERJ 135 2 - - ERJ 145 16 25 (*) 15 EMBRAER 170 10 15 10 - ---------------------------------------------------------------------------------------------------------------------- Defense Market - - 2 - ---------------------------------------------------------------------------------------------------------------------- EMB 145 - - 1 Legacy - - 1 - ---------------------------------------------------------------------------------------------------------------------- Business Jet Market 2 3 3 - ---------------------------------------------------------------------------------------------------------------------- Legacy/Shuttle 2 3 3 - ---------------------------------------------------------------------------------------------------------------------- Total 30 43 30 - ----------------------------------------------------------------------------------------------------------------------
(*) Three ERJ 145 deliveries were accounted for as operating leases. In addition to aircraft delivered to the airline market, Embraer's net revenues include sales to the defense, business and customer services market, which combined reached 33.8% of the Company's total revenues. The defense market segment represented 14.3% of the Company's net revenues, totaling US$116.3 million, an increase over the US$65.8 million recorded in 2Q04. Most of this increase is attributed to the delivery of two defense aircraft during 2Q05 - a Legacy configured for authority transportation and an ERJ 145 delivered to Satena, a government owned transportation company in Colombia. Net revenues for the Business Jet Market totaled US$59.7 million, a slight increase over the US$55.5 million recorded in 2Q04. Although the number of Legacy delivered in 2Q05 was the same as were delivered in the same period last year, the value of each aircraft delivered was higher. The customer services and others segment also presented an increase in revenues, reaching US$98.6 million, compared to US$54.4 million in 2Q04 and representing 12.2% of the Company's total revenues, primarily due to the consolidation of the results of OGMA-Industria Aeronautica de Portugal S/A, an MRO facility in Portugal, with total revenues of (euro)31.0 million, equivalent to US$39.7 million in 2Q05.
Net sales by segment 1Q05 2Q04 2Q05 US$ % US$ % US$ % Airline Market 578.2 75.8 748.6 81.0 537.8 66.2 Defense Market 78.8 10.3 65.8 7.1 116.3 14.3 Business Jet Market 33.1 4.3 55.5 6.0 59.7 7.3 Customer Services and Others 73.2 9.6 54.4 5.9 98.6 12.2 - ---------------------------------------------------------------------------------------------------------------------- Total 763.3 100.0 924.3 100.0 812.4 100.0 - ----------------------------------------------------------------------------------------------------------------------
The Company recorded a gross margin of 31.4% in 2Q05, representing a 1.2% decrease over the same period last year, primarily because of the appreciation of the Brazilian currency. Operating Expenses & Income from Operations Operating expenses totaled US$156.4 million in 2Q05 compared to US$178.9 million reached in the same period last year. This decrease is primarily related to a reduction in selling expenses, which directly correlates to the number of aircraft delivered and includes customer training, product guarantees, and other benefits offered to customers. Selling expenses for the quarter totaled US$70.8 million, compared to US$95.0 million in 2Q04. As a percentage of net sales, selling expenses totaled 8.7% in 2Q05 and 10.3% in 2Q04. The Company invested US$30.4 million in new products research and development during 2Q05, mainly in the development of the EMBRAER 170/190 jet family. Therefore, research and development net of the contribution Page 3 from risk sharing partners was an expense of US$26.1 million in 2Q05 compared to an expense of US$30.4 million in 2Q04. In 2Q05, general and administrative expenses totaled US$47.4 million compared to US$32.4 million recorded in 2Q04. As approximately 80% of the Company's administrative expenses are denominated in reais, the 18.7% appreciation of the currency against U.S. dollar since 2Q04 negatively impacted the Company's administrative costs. In addition, during 2Q05, Embraer spent US$4.3 million on the implementation of the SAP 4.7 Aerospace & Defense version. This project is expected to allow the Company to streamline its management and processing capabilities. Employee profit sharing is tied to our action plan and to dividend payments to Embraer's shareholders. The US$10.4 million accrued in 2Q05 was based on the payment of interest on shareholders' equity distributed during the quarter. As a result, income from operations totaled US$98.9 million in 2Q05, 19.3% lower than the US$122.5 million recorded in the same period last year. Net Income As a result of higher debt levels and lower cash availability, net interest expense reached US$1.1 million in 2Q05 compared to a net interest benefit of US$4.3 million recorded in 2Q04. Foreign exchange gain (loss) is measured by variations of monetary assets and liabilities denominated in other currencies that are converted to the U.S. dollar at the end of each period. Foreign exchange losses were 93.7% lower in 2Q05 compared to the same period last year, reaching US$1.0 million. 2Q05 income taxes totaled US$14.0 million and represented an effective tax rate in US GAAP of 14.7%. Embraer's statutory tax rate is 34%. The difference between statutory and effective US GAAP tax rate is attributed to the recognition of interest on shareholders' equity of R$110.8 million (US$47.5 million) during 2Q05, which is tax-deductible in Brazil, and to the appreciation of the real during the period. Embraer's net income in 2Q05 was US$82.9 million (equivalent to US$0.47 per diluted ADS) compared to US$80.2 million in 2Q04. Net income as a percentage of net sales recorded in 2Q05 was 10.2%, higher than the 8.7% reached in 2Q04. Balance Sheet Highlights As of June 30, 2005, Embraer's cash, cash equivalents and short-term investments were US$1,175.3 million. On the same date, short and long- term loans (excluding non-recourse debt) amounted to US$1,403.9 million. Therefore, the Company had a net debt position (total loans minus cash, cash equivalents and short-term investments) of US$228.6 million. The combination of higher inventories and accounts receivables resulted in a decrease of the Company's net cash position.
Balance Sheet Data 1Q05 2Q04 2Q05 (In US$ million) Cash and cash equivalents 667.5 1,333.8 1,048.2 Temporary cash investments 202.7 - 127.1 Trade accounts receivable 857.2 471.6 904.8 Inventories 1,569.9 1,247.3 1,736.3 Fixed assets 389.2 380.8 393.1 Suppliers 622.9 661.5 627.2 Loans 1,037.0 1,029.9 1,403.9 Shareholders' equity 1,410.8 1,266.7 1,446.8 Net cash (debt)* (166.8) 303.9 (228.6)
*Net cash = Cash and cash equivalents + Temporary cash investments - Loans Trade Accounts Receivable During 2Q05, trade accounts receivable increased by US$47.6 million, totaling US$904.8 million. Of this amount, approximately US$654.4 million is related to aircraft delivered for which financing transactions are under consideration. Embraer through its normal course of business is constantly evaluating such transactions. Page 4 Inventories With the beginning of serial production of the EMBRAER 175 and EMBRAER 190 aircraft, the first deliveries of which are scheduled for the third quarter of 2005, inventories increased from US$1,569.9 million at the end of 1Q05 to US$1,736.3 million at June 30, 2005. OGMA's inventories totaled US$61.2 million as of June 30, 2005. Loans Due to higher working capital needs associated with the beginning of production of the EMBRAER 175 and EMBRAER 190 during 2Q05, total short and long- term loans increased by US$366.9 million to US$1,403.9 million. Of this amount, 67% is long- term loans and US$462.2 million is short-term, compared to 77.6% long-term and US$232.3 million short-term at the end of 1Q05. In addition, of the total debt, US$215.5 million is effectively denominated in reais and indexed to the CDI, at a weighted average interest rate of 12.4% per annum. The remaining US$1,188.4 million is denominated in other currencies, primarily U.S. dollars, with a weighted average interest rate of 5.1% per annum. Embraer recently finalized a US$180 million loan facility structured by the International Finance Corporation (IFC), the private sector arm of the World Bank Group, with final maturity of eight to twelve years, which will change the Company's debt profile by increasing its long-term position. The IFC is lending US$35 million from its own account, with a final maturity of twelve years (A Loan), and US$145 million from the account of participants (B Loan) in an IFC financing, to complete the end-stage launch program of the EMBRAER 190 and EMBRAER 195 aircraft. The total amount of the loan was disbursed in August 2005. The IFC loan will provide Embraer with a new, reliable source of funding while addressing the need for long-term financing in a capital intensive industry, where the cycle from initial market research and R&D to full-scale production is about ten years. This is the first time Embraer is borrowing from the IFC. Cash, Cash Equivalents and Temporary Cash Investments Of the total US$1,175.3 million balance in cash, cash equivalents and temporary cash investments, US$640.5 million is denominated in US dollars and the remaining 45.5% is comprised of investments primarily in reais. Embraer's investment strategy is to maintain cash and cash equivalents sufficient to minimize the currency and interest rate risks of its assets and liabilities. This strategy also takes into account expected future R&D and capital expenditures, substantially denominated in reais. Capital Expenditures Improvements and Modernization Investments in the improvement and modernization of the Company's industrial and engineering processes, and property, plant, and equipment totaled US$16.3 million during 2Q05. This amount includes payments of US$5.3 million, part of a total investment of US$9.7 million related to an EMBRAER 170/190 flight simulator, and US$2.8 million for the construction of a US$10.0 million hangar, which will be dedicated to final inspection and delivery of aircraft of the EMBRAER 170/190 family. Supplementary Information according to Corporate Law (Brazilian GAAP) Today Embraer also reported its 2Q05 earnings in accordance with the corporate law accounting method (Brazilian GAAP), which according to Brazilian legislation must be used as a basis for calculating distribution of dividends and interest on shareholders' equity, income tax and social contribution. Below is presented selected consolidated income data in accordance with Brazilian GAAP and in reais (R$). Net sales in 2Q05 totaled R$1,934.8 million and gross profit was R$474.8 million, with a gross margin of 24.5%. Income from operations for the period (including employee profit sharing) totaled R$140.9 million, with an operating margin of 7.3%. Income before taxes was R$263.2 million (13.6% of net sales). Income tax and social contribution totaled R$97.2 million, representing an effective tax rate of 36.9%. Net income for the period totaled R$166.7 million (8.6% of net revenues). Page 5 Commercial, Business, and Defense Aircraft Markets Commercial Airline Market During the second quarter of 2005, a total of 58 new firm orders for the EMBRAER 170/190 family were placed by several companies, including TAME Lineas Aereas de Ecuador, Saudi Arabian Airlines, LOT Polish Airlines, Copa Airlines, Flybe and GECAS. This brings the total number of firm orders for the first six months of the year to six ERJ 145 aircraft and 72 EMBRAER 170/190 family jets. In April, Embraer firmed the sale of 15 EMBRAER 170 aircraft with Saudi Arabian Airlines. The airline became Embraer's first customer for the type in the Middle East. The final contract has a total value of approximately US$ 400 million at list price and the first delivery is scheduled for December 2005. Indian startup airline Air One Feeder Airline Ltd. announced in April that it will be the first carrier in India to operate the 50-seat ERJ 145 jet aircraft, which will be leased from Swiss International Airlines. LOT Polish Airlines converted in May four EMBRAER 170 options from their original contract into four firm orders for EMBRAER 175 type. Deliveries are scheduled to start in the second quarter of 2006. Also in May, Copa Airlines converted two EMBRAER 190 options into firm orders, adding to the original order of ten EMBRAER 190s announced in October 2004. Delivery of the two additional aircraft is scheduled for October and November 2006. Flybe, one of Europe's leading low-cost airlines, announced in June a firm order for 14 EMBRAER 195 aircraft and an option for an additional 12. Deliveries are expected to begin in August 2006 and continue through November 2007. The total value of the firm contract, at list price, is US$ 470 million, with a potential to reach US$ 870 million if all options are converted. In June, Embraer attended the 46th Paris Air Show where it displayed the EMBRAER 195, the EMBRAER 175 and the Legacy business jet. At the air show, Embraer announced that GE Commercial Aviation Services (GECAS), a unit of GE Commercial Finance, had signed a contract to purchase 20 EMBRAER 190 aircraft, with conversion rights to EMBRAER 195s. The commercial aircraft leasing company will take delivery of the aircraft beginning in mid-2006. The value of the order totals US$ 650 million, at aircraft list price. Another highlight of the air show was the signature of preliminary agreements with Indian start-up airline Paramount Airways to lease two EMBRAER 170 pre-series aircraft used during the certification process and today registered in our inventories. Another three EMBRAER 175s are to be sold to that company according to the agreements. Operations at Paramount Airways are set to begin later this year. Certification of the EMBRAER 190 continues on track as the airliner completed 5,000 flight hour cycles in its fatigue test campaign in June. Anticipated for the third quarter, certification will pave the way for deliveries to begin to launch-customer JetBlue in the United States. JetBlue ordered 100 EMBRAER 190s and has options for another 100 aircraft of the same model. At June 30, 2005, the Commercial Airline segment showed the following firm order backlog: Aircraft Firm Options Delivered Firm Order Orders Backlog ERJ 135 123 2 108 15 ERJ 140 94 20 74 20 ERJ 145 681 206 649 32 EMBRAER 170 187 131 66 121 EMBRAER 175 19 - - 19 EMBRAER 190 177 211 - 177 EMBRAER 195 29 31 - 29 Total 1,310 601 897 413 Business Jet Market Embraer announced in May that it is expanding its product portfolio with jets for the Very Light and Light categories. Recently created, the Very Light Jet category is made up of aircraft that carry 6 to 8 people or up to 10,000 pounds. The Light segment, already established, is comprised of jets that commonly transport up to 8 or 9 people. Later in June, we started taking orders for the new jets directly through our sales offices. Through a deposit agreement, the customer will be able to reserve a Very Light or Light Jet and to obtain an expected delivery date. The Very Light and Light Jets are the first step in Embraer's plan to strengthen its position in the business aviation market. To support the product portfolio expansion, Embraer will offer a complete set of integrated service solutions that range from sales and training to full-scale customer support. During the course of 2005, Embraer will disclose the names of its two new jets. Page 6 The first UK-registered Embraer Legacy Executive Jet was delivered in June through Harrods Aviation, an authorized Legacy sales representative for the U.K. and Ireland. In April, Embraer announced Naturelink as an authorized sales representative for the region of sub-Saharan Africa, including southern African states. This representation covers the Legacy family of corporate jets, which comprises the Legacy Executive, Legacy Shuttle and Legacy Shuttle HC. Defense Market In April, Embraer concluded the sale of three EMBRAER 170/190 family aircraft to TAME Linea Aerea del Ecuador, the state-run Ecuadorian airline. The customer will acquire two 76-seat EMBRAER 170 jets and one 104-seat EMBRAER 190, with deliveries to take place in 2005 and 2006. TAME holds four options on aircraft of the same jet family. Embraer participated in the 5th AEROEXPO international air show in Mexico, held April 7-9 in Mexico City and Toluca Airport. Embraer considers Mexico a key Latin American market and promoted its Defense, Commercial and Corporate aviation business lines during the event. After Brazil, Mexico is the second country in the world to use Embraer's Intelligence, Surveillance and Reconnaissance Systems (ISR) aircraft that are based on the successful ERJ 145 50-seat commercial jet. Embraer's ISR systems were developed originally for the Brazilian government's Amazon Surveillance Program (SIVAM), and Mexico now operates three Embraer ISR aircraft - two EMB 145 Maritime Patrol (MP) and one EMB 145 Airborne Early Warning & Control (AEW&C) aircraft. These assets are the backbone of Mexico's Secretaria de la Defensa Nacional's (SEDENA) Aerial Surveillance System (SIVA- Sistema de Vigilancia Aerea), which has been fully operational since the end of last year. Embraer announced in April its participation in the Latin America Aero & Defense (LAAD 2005) trade show, held April 26-29 at the Riocentro Pavilion in Rio de Janeiro, Brazil. Visitors who attended LAAD 2005 met national and international companies involved in the supply of equipment and services to armed forces, special forces and security services, commercial airlines, aerospace organizations, airport authorities and government agencies. Embraer attended the 46th Paris Air Show at Le Bourget Airport in June to promote achievements in Intelligence, Surveillance and Reconnaissance (ISR) aircraft as well as the Super Tucano military trainer. Customer Services Embraer announced in April that its Sao Jose dos Campos-based Customer Training Center was awarded the Regulamento Brasileiro de Homologacao Aeronautica 142 (RBHA 142) certificate from the Brazilian Department of Civil Aviation (DAC). This certification will promote Embraer's training services, for companies and private entities, both in Brazil and abroad. Similar to the U.S. Federal Aviation Administration's (FAA) FAR 142 regulation, the RBHA 142 raises Embraer's training services to international standards of certification, making it easier and faster for certification authorities in other countries to validate it. In May, as a recognition for nearly 2,400 training hours completed by its maintenance team in 2004, Embraer Aircraft Maintenance Services Inc. (EAMS), located in Nashville, was awarded the Federal Aviation Administration (FAA) Diamond Certificate of Excellence for maintenance training. The certificate was presented to EAMS, a subsidiary of Embraer, at the 39th Annual Tennessee Midsouth Aviation Maintenance Conference. Backlog & Delivery Forecast Out of the total 145 aircraft expected to be delivered in 2005, Embraer delivered 60 aircraft in the first half of 2005. Approximately 60% of the aircraft deliveries forecasted for 2005 will be concentrated in the second half of the year, which is when the first deliveries of the EMBRAER 175 and EMBRAER 190 are scheduled to begin. Embraer maintains its forecast for deliveries of 145 Commercial, Corporate and Defense aircraft (including only executive transport aircraft) in each of the years of 2005 and 2006. As of June 30, 2005, Embraer's firm order backlog, including the Commercial Airline, Corporate and Defense markets totaled US$ 10.9 billion. Page 7 Firm Order Backlog (US$ Billion) 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 ---- ---- ---- ---- ---- ---- 10.9 10.5 11.0 10.1 9.9 10.9 Investor Relations Embraer's American Depositary Shares (ADS) traded on the New York Stock Exchange (NYSE) closed at US$33.07 at the end of June 2005, representing a 5.65% increase in value during the second quarter. The Company's common and preferred shares traded in the domestic market on the Bolsa de Valores de Sao Paulo (BOVESPA) closed at the end of June 2005 at R$14.54 and R$19.20, respectively, representing a decrease of 8.67% and 7.87%, respectively, during the second quarter. The Bovespa index in turn decreased in value by 5.86% during the same period. The average daily trading volume for the ADS's, common shares, and preferred shares during the same period was US$15.7 million, R$2.5 million, and R$6.9 million, respectively. During a meeting held June 3, 2005, the Board of Directors approved the distribution of interest on shareholders<180> equity on July 15, 2005 in the amount of US$47.2 million, representing US$0.27051 per ADS. Recent Events ACS Project Update In August 2004, Embraer was selected as part of a team led by Lockheed Martin Corporation to supply the U.S. Army with a next-generation battlefield surveillance system known as Aerial Common Sensor (ACS). At that time, the ERJ 145 platform was part of the selected solution and fully complied with U.S. Army requirements. However, as a result of an expansion of the systems capacity which took place during the detailed design and integration process, the team led by Lockheed Martin is assessing alternatives to comply with the current program needs, including the possible use of a larger aircraft. We believe Embraer has the flexibility and technological capability to provide the customer with an adequate solution to cope with the new scenario. Embraer has been and is fully supporting Lockheed Martin in defining the best solution for the ACS system. The Company expects to hear a final decision from Lockheed Martin and the U.S. Army soon. Air Canada deliveries Embraer celebrated at the end of July, the delivery of the third of 15 EMBRAER 175 jets to Air Canada, the launch customer for the model, in a ceremony at Embraer's headquarters in Sao Jose dos Campos, Brazil. Deliveries of all 15 EMBRAER 175s to Air Canada are expected to be complete by the end of the year. Deliveries of the first two EMBRAER 175 jets to Air Canada took place earlier in July immediately after the certification of the model by Canadian authorities. Page 8 Conference Call Information Embraer cordially invites you to participate in a conference call to review its 2Q05 Results, to be held August 15, 2005. English ( US GAAP) Portuguese (BR GAAP) 9:30 am (NY Time) 8:00 am (NY Time) 10:30 am (SP Time) 9:00 am (SP Time) Dial-in Numbers Dial-in Number 1 800 683-1525 + 55 11 2101-1490 1 973 872-3197 Code: Embraer Code: 6330332 Replay Number Replay Number 1 973 341-3080 + 55 11 2101-1490 Code: 6330332 Code: Embraer *The conference call will also be broadcast live over the web at www.embraer.com For additional information please contact: Anna Cecilia Bettencourt (55 12) 3927 1216 acecilia@embraer.com.br Andrea Bottcher (55 12) 3927 3054 abottcher@embraer.com.br Carlos Eduardo Camargo (55 12) 3927 1106 carlos.camargo@embraer.com.br Note to Editors - --------------- Embraer (Empresa Brasileira de Aeronautica S.A. - NYSE: ERJ; Bovespa: EMBR3 and EMBR4) is the world's leading manufacturer of Commercial jets up to 110 seats with 35 years of experience in designing, developing, manufacturing, selling and providing after sales support to aircraft for the global Airline, Defense and Business jet markets. With headquarters in Sao Jose dos Campos, state of Sao Paulo, the Company has offices and customer service bases in the United States, France, Portugal, China and Singapore. Embraer is among Brazil's leading exporting companies. As of June 30, 2005, Embraer had a total workforce of 16,878 people, and its firm order backlog totaled US$ 10.9 billion. - -------------------------------------------------------------------------------- This document includes forward-looking statements or statements about events or circumstances which have not occurred. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business and our future financial performance. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: general economic, political and business conditions, both in Brazil and in our market; expectations of trends in the industry; our investment plans; our capacity to develop and deliver products on the previously agreed dates; and existing and future government regulations. The words "believes," "may," "will," "estimates," "continues," "anticipates," "intends," "expects" and similar words are intended to identify forward-looking statements. We undertake no obligations to update publicly or revise any forward-looking statements because of new information, future events or other factors. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release might not occur. Our actual results could differ substantially from those anticipated in our forward-looking statements. - -------------------------------------------------------------------------------- Page 9 EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. ------------------------------------------------ CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- (in thousands of U.S. dollars) ------------------------------ A S S E T S
As of March 31, As of June 30, 2005 2005 CURRENT ASSETS - ---------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents 667,538 1,048,246 Temporary cash investments 202,725 127,106 Trade accounts receivable, net 690,235 740,422 Collateralized accounts receivable 53,105 67,757 Inventories 1,547,696 1,713,141 Deferred income taxes 103,135 117,046 Other 425,169 434,060 - ---------------------------------------------------------------------------------------------------------------------- Total current assets 3,689,603 4,247,778 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- NONCURRENT ASSETS: - ---------------------------------------------------------------------------------------------------------------------- Trade accounts receivable, net 166,943 164,374 Collateralized accounts receivable 792,033 805,053 Customer and commercial financing 327,401 321,455 Inventories 22,238 23,164 Property, plant and equipment, net 389,241 393,138 Investments 33,625 51,610 Deferred income taxes 256,960 294,686 Other 289,782 293,320 - ---------------------------------------------------------------------------------------------------------------------- Total noncurrent assets 2,278,223 2,346,800 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS 5,967,826 6,594,578 - ----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS EQUITY
As of March 31, As of June 30, 2005 2005 CURRENT LIABILITIES - ---------------------------------------------------------------------------------------------------------------------- Loans and financing 232,345 462,134 Trade accounts payable 619,468 623,779 Advances from customers 386,240 440,302 Non-recourse and recourse debt 336,967 357,860 Other payables and accrued liabilities 440,162 446,706 Deferred income taxes 14,584 45,933 Contingencies 156,505 65,346 - ---------------------------------------------------------------------------------------------------------------------- Total current liabilities 2,186,271 2,442,060 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- LONG-TERM LIABILITIES - ---------------------------------------------------------------------------------------------------------------------- Loans and financing 804,674 941,784 Trade accounts payable 3,410 3,450 Advances from customers 96,260 117,311 Contribution from suppliers 134,269 135,642 Non-recourse and recourse debt 641,916 623,602 Other payables and accrued liabilities 204,331 202,227 Deferred income taxes 148,403 170,528 Contingencies 295,762 473,097 - ---------------------------------------------------------------------------------------------------------------------- Total long-term liabilities 2,329,025 2,667,641 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- MINORITY INTEREST 41,764 38,120 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY: 1,410,766 1,446,757 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 5,967,826 6,594,578 - ----------------------------------------------------------------------------------------------------------------------
Page 10 EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. ------------------------------------------------ CONSOLIDATED STATEMENTS OF INCOME --------------------------------- in thousands of U.S. dollars except per share data --------------------------------------------------
Three Months Ended Six Months Ended June 30, 2004 June 30, 2005 June 30, 2004 June 30, 2005 Net sales 924,321 812,427 1,550,522 1,575,717 - ---------------------------------------------------------------------------------------------------------------------- Cost of sales and services (622,910) (557,133) (1,047,078) (1,052,423) - ---------------------------------------------------------------------------------------------------------------------- Gross profit 301,411 255,294 503,444 523,294 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Operating expenses - ---------------------------------------------------------------------------------------------------------------------- Selling expenses (95,067) (70,836) (162,244) (124,634) Research and development (30,401) (26,119) 29,071 (56,487) General and administrative (32,374) (47,427) (62,754) (89,582) Employee profit sharing (15,742) (10,378) (26,159) (22,366) Other operating expense, net (5,308) (1,680) (5,830) (6,867) - ---------------------------------------------------------------------------------------------------------------------- Income from operations 122,519 98,854 275,528 223,358 - ---------------------------------------------------------------------------------------------------------------------- Net financial income(expense) 4,300 (1,073) (3,338) (8,177) Foreign exchange gain (loss), net (16,698) (1,044) (18,936) 1,844 Other non-operating income (expense), net (38) (1,382) (9) (1,406) - ---------------------------------------------------------------------------------------------------------------------- Income before income taxes 110,083 95,355 253,245 215,619 - ---------------------------------------------------------------------------------------------------------------------- Income tax expense (29,162) (14,025) (68,651) (36,478) - ---------------------------------------------------------------------------------------------------------------------- Income before minority interest 80,921 81,330 184,594 179,141 - ---------------------------------------------------------------------------------------------------------------------- Minority interest (692) 1,613 (1,051) 307 - ---------------------------------------------------------------------------------------------------------------------- Net income 80,229 82,943 183,543 179,448 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Earnings per share -------------------------------------------------------------------------------------------------------------------- Basic Common 0.1050 0.1081 0.2400 0.2336 Preferred 0.1155 0.1189 0.2640 0.2570 Diluted Common 0.1043 0.1076 0.2384 0.2324 Preferred 0.1147 0.1183 0.2623 0.2557 -------------------------------------------------------------------------------------------------------------------- Weighted average shares (thousands of shares) -------------------------------------------------------------------------------------------------------------------- Basic Common 242,544 242,544 242,544 242,544 Preferred 474,162 476,878 474,710 477,746 Diluted Common 242,544 242,544 242,544 242,544 Preferred 478,825 480,445 479,372 481,313 - ---------------------------------------------------------------------------------------------------------------------- Earnings per share - ADS basic (US$) 0.4620 0.4758 1.0560 1.0280 - ---------------------------------------------------------------------------------------------------------------------- Earnings per share - ADS diluted (US$) 0.4589 0.4733 1.0490 1.0228 - ----------------------------------------------------------------------------------------------------------------------
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Three months ended on Six months ended on June 30, June 30, 2004 2005 2004 2005 CASH FLOWS FROM OPERATING ACTIVITIES - ---------------------------------------------------------------------------------------------------------------------- Net income 80,229 82,943 183,543 179,448 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 15,537 18,262 28,843 35,453 Allowance for doubtful accounts 1,361 724 906 1,830 Provision for inventory obsolescence 8,485 2,841 14,010 7,917 Deferred income taxes (4,453) 1,837 10,901 (1,265) Exchange loss, net 16,698 1,044 18,936 (1,844) Loss (gain) on disposition of assets 5 (93) 63 (140) Accrued interest in excess of interest paid (paid in (7,683) (1,581) (13,498) 562 excess of accrued) Minority interests 692 (1,613) 1,051 (307) Other (288) (1,227) (1,038) 653 - ---------------------------------------------------------------------------------------------------------------------- Changes in assets and liabilities: 133,321 (165,498) 4,575 (406,226) - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) operating activities 243,904 (62,361) 248,292 (183,919) - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM INVESTING ACTIVITIES - ---------------------------------------------------------------------------------------------------------------------- Temporary cash investments held for trading - 75,883 - 24,143 Additions to property, plant and equipment (11,406) (16,325) (21,242) (29,985) Net cash used in investing activities (44,251) (17,022) (44,251) (17,173) Sales of property, plant and equipment 49 131 94 214 - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities (55,608) 42,667 (65,399) (22,801) - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- CASH FLOW FROM FINANCING ACTIVITIES - ---------------------------------------------------------------------------------------------------------------------- Repayment of loans (218,101) (152,262) (474,274) (673,944) Proceeds from borrowings 338,922 520,550 477,151 747,966 Proceeds from issuance of shares 1,008 3,252 1,727 5,297 Dividends and/or Interest on capital paid (36,588) (39,960) (76,936) (99,401) Payments on capital lease obligations (1,082) (851) (2,907) (1,130) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 84,159 330,729 (75,239) (21,212) - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash and cash equivalents (36,166) 69,673 (39,687) 68,890 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 236,289 380,708 67,967 (159,042) - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents, at beginning of period 1,097,498 667,538 1,265,820 1,207,288 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents, at end of period 1,333,787 1,048,246 1,333,787 1,048,246 - ---------------------------------------------------------------------------------------------------------------------- ========= ========= ========= =========
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