Fitch Ratings has affirmed GOL Linhas Aereas Inteligentes S.A.'s (GOL) Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B-' and affirmed its Long-Term National Scale rating at BB+(bra)'.

Fitch has also affirmed GOL Finance Inc.'s unsecured bonds at 'B-'/'RR4'. The Rating Outlook has been revised to Negative from Stable.

Gol's Outlook revision is driven by the challenging environment the company faces to restore its operating cash flow generation as fuel costs remain material headwinds, as well as its ongoing refinancing risks in the short to medium term.

GOL's solid market position in the Brazilian domestic market, strong relationship with suppliers, adequate fleet, competitive cost structure and its relatively balanced capital structure once cash flow stabilizes are also factored into the ratings. Fitch expects a continued recovery of passenger traffic and solid yields in the Brazilian domestic market, which should support more meaningful deleveraging by 2023. Fitch considers rating headroom to be limited. Deviation from expectations of demand recovery or higher than expected fuel prices over the next few quarters are negative for the ratings, particularly in light of Gol's upcoming international capital market refinancing in 2024.

Key Rating Drivers

High Refinancing Risks: As of June 30 2022, GOL's short-term maturities totaled BRL2.8 billion (BRL761 million of financial debt and BRL2.1 billion of leasing obligations). Readily available cash, per Fitch's criteria, was only BRL730 million. GOL continuous to rely on short-term debt refinancing, with major maturities relating to aircraft financing, working capital and local debentures. The company's inability to refinance its USD425 million exchangeable senior notes due 2024 by mid-2023 will likely have a negative rating impact.

Some Operating Cash Flow Improvement: GOL's weaker than expected operating performance during 2022 largely reflects the spike in fuel prices, which was partially offset by the substantial increase in yields. During 1Q22 and 2Q22, GOL's average fuel price rose 60% and 80%, while yields increased 45% and 66%. The yield management strategy has been supported by pent-up demand following the pandemic and a strong rebound in corporate traffic demand, which is less price sensitive than the other categories. Brazilian domestic market demand has rebounded strongly, with the passenger traffic during January to July 2022 only 5% lower than same period in 2019. The more rational behavior of the three largest players in the domestic market is likely to support healthy yields for a while.

GOL's FCF is also affected by higher lease payments due to deferrals during the pandemic and a fleet modernization plan that implies higher gross capex disbursements. Fitch estimates GOL's cash flow from operations will be slightly neutral during 2022 and BRL960 million for 2023, and capex will be around BRL1 billion and BRL1,2 billion for 2022 and 2023, respectively, leading to negative FCF of BRL822 billion in 2022 and BRL240 million in 2023. This compares with BRL662 million of capex in 2020 and BRL1 billion of negative FCF, and BRL788 million of capex and BRL1 billion of negative FCF during 2021. During 2Q22, GOL received BRL946 million of capital injection from American Airlines Inc (IDR 'B-'/Negative).

Limited Financial Flexibility: GOL's poor liquidity position is a concern, per Fitch's criteria, because it continues to highly rely on its ability to access the credit market to meet its debt rollover needs and to fund negative FCF generation. The company has other sources of liquidity such as investments, accounts receivables, security and maintenance deposits. As of June 30, 2022, GOL reported its total liquidity at around BRL4 billion. The company has access to secured credit lines using spare parts and Smiles (GOL's mileage program) as collateral and a potential re-tap of its 2026 secured notes.

Conservative Growth and Capacity Management: GOL's ability to adjust its fleet capacity to the new demand level has minimized cash flow burn but also helped it maintain relatively stable financial debt levels compared to pre-pandemic levels. During 2Q22 the company received three 737-MAX aircraft, increasing the share of this model to 24% of the total fleet (it expects to end the year with 32%), which should favor its cost structure. Fitch expects GOL's adjusted EBITDA to reach around BRL2.3 billion in 2022 and BRL4 billion in 2023, with net leverage moving around 9.4x in 2022 and 5.4x in 2023, per the agency's criteria.

Good Market Position: GOL has a leading business position in the Brazilian airline domestic market, which Fitch views as sustainable over the medium term, with a market share of around 32% as measured by RPK in 2021. As this is the company's key market, GOL's operating results are highly correlated to the Brazilian economy. Due to this limited geographic diversification, the company's FX exposure is high. GOL typically generates about 85% of its revenues in Brazilian reals, while around 60% of its total costs and 87% of its total debt are denominated in U.S. dollars.

Fitch has not incorporated into GOL's rating any new developments related to the creation of ABRA, the holding company recently created to hold the shares of GOL and Avianca Holdings S.A.'s main shareholders. Fitch believes there could be opportunities for cost savings if the transaction is negotiated under a group framework. There is limited information available so far on synergies, which Fitch expects to come mostly on the revenue side. GOL and Avianca are likely to continue to operate independently and maintain their respective brands. The transaction is still subject to customary closing conditions, including certain regulatory approvals. Closing should occur by the end of 2022.

Derivation Summary

GOL's 'B-' rating reflects its solid market position and capital structure that will benefit from a recovery of domestic air travel demand in Brazil. Despite having lower operating leverage than Azul S.A (CCC+/Positive), GOL's liquidity position is weaker.

GOL has a weaker market position relative to global peers given its limited geographic diversification. However, its important regional market position in Brazil, high operating margins and track record of strong liquidity ratios are key rating drivers. These positive factors are tempered by the company's ongoing business growth and operational volatility related to its key market, Brazil. Fitch views FX risk exposure as a short-term negative credit factor for GOL considering its limited geographic diversification. The company has historically implemented a currency hedge position that partially limits its exposure to currency fluctuation.

Key Assumptions

For 2022, Fitch's base case includes a decrease in GOL's domestic RPK by 10%-15% compared with 2019 and a 5% increase by 2023;

WTI oil prices remaining around USD95/barrel for the remainder of 2022 and declining towards USD81/barrel through 2023.

Load factors around 80% during 2022 and 2023;

Capex of BRL1 billion in 2022 and BRL1.2 billion in 2023.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that GOL would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim.

Going-Concern Approach: GOL's going-concern EBITDA is based on an average of 2015-2019 EBITDA that reflects a scenario of intense volatility in the airline industry in Latin America and Brazil, plus a discount of 20%. The going-concern EBITDA estimate reflects Fitch's expectation of a sustainable, post-reorganization EBITDA level, upon which Fitch's bases the valuation of the company. The EV/EBITDA multiple applied is 5.0x, reflecting GOL's strong market position in Brazil.

Fitch applies a waterfall analysis to the post-default enterprise value (EV) based on the relative claims of the debt in the capital structure. The agency's debt waterfall assumptions take into account the company's total debt at June 30, 2022. These assumptions result in a recovery rate for the unsecured bonds within the 'RR4' range, which, per Fitch's criteria, leads to equalization of the rating with the IDR.

RATING SENSITIVITIES

Developments that may, individually or collectively, lead to positive rating action/upgrade:

Continued solid rebound of the Brazilian domestic air traffic;

Net leverage ratio below 5.0x by 2023;

FCF generation above Fitch's base case expectations;

Maintenance of adequate liquidity with no major refinancing risks in the next 18-24 months.

Developments that may, individually or collectively, lead to negative rating action/downgrade:

Weaker than expect traffic volume rebound during 2022 and 2023 along with competitive pressures leading to yields deterioration;

Failure to reduce cash burn during 2H22 leading to increased pressure on liquidity;

Deterioration in GOL's liquidity profile or signs of financial flexibility deterioration.

Best/Worst Case Rating Scenario

International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. For more information about the methodology used to determine sector-specific best- and worst-case scenario credit ratings, visit https://www.fitchratings.com/site/re/10111579.

Liquidity and Debt Structure

Weak Cash Position: As of June 30 2022, GOL's short-term maturities totaled BRL2.8 billion (BRL761 million of financial debt and BRL2.1 billion of leasing obligations). Readily available cash, per Fitch's criteria, was only BRL730 million. The company had BRL11.6 billion of leasing obligations, BRL9.4 billion cross-border senior notes, BRL0.5 billion of aircraft financing and BRL1.1 billion in local debentures. GOL considers its accounts receivable and new secured issuance program as sources of liquidity.

Issuer Profile

GOL is a leading Brazilian airline, with around 32% market share in the domestic market, per revenue per RPK in 2021. As of YE 2022, GOL's fleet included 144 Boeing 737 aircraft, with 110 NGs and 34 MAXs.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING

The principal sources of information used in the analysis are described in the Applicable Criteria.

ESG Considerations

Gol Linhas Aereas Inteligentes S.A has an ESG Relevance Score of '4' for Management Strategy due to the recent announcement of a corruption case and charges implemented by The Securities and Exchange Commission (SEC) and Department of Justice (DOJ), in a total amount of USD31.9 million, after waivers of USD41.5 million. This has a negative impact on the ratings in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. For more information on Fitch's ESG Relevance Scores, visit www.fitchratings.com/esg

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