Indicate by check mark whether the registrant by furnishing the
information contained in this Form 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___
Individual and Consolidated Interim Financial Information
GOL Linhas Aéreas Inteligentes S.A.
For the quarter ended September 30, 2014
with Report on Review of Interim Financial Information
GOL Linhas Aéreas Inteligentes S.A.
Individual and Consolidated Interim Financial Information
September 30, 2014
Contents
Perfomance report | 1 |
Audit committee statement | 8 |
Directors' statement on the interim financial information | 9 |
Directors' statement on the auditor’s report on review of interim financial information | 10 |
Independent auditor’s report on review of interim financial information | 11 |
Capital | 13 |
Individual interim financial information for the period ended September 30, 2014 | |
Balance sheets | 14 |
Statements of operations | 16 |
Statements of comprehensive income | 17 |
Statements of cash flows | 18 |
Statements of changes in equity | 19 |
Statements of value added | 21 |
Consolidated Interim Financial Information for the period ended September 30, 2014 | |
Balance sheets | 22 |
Statements of operations | 24 |
Statements of comprehensive income | 25 |
Statements of cash flows | 26 |
Statements of changes in equity | 28 |
Statements of value added | 30 |
Notes to the interim financial information | 31 |
Performance report
In the 3Q14, we recorded operating income (EBIT) of R$ 152 million, an expansion of R$ 115 million when compared to the same period last year, while the EBIT margin moved up 4.5 percentage points registering 6.2%. This was the seventh consecutive quarterly improvement in this indicator, reflecting the continuity and consistent delivery on our results.
Net revenue in the last 12 months totaled R$ 10 billion, a new record, even in a scenario of soft economic growth. GOL’s demand for seats (RPK) grew by 8.3% year over year in the first nine months, representing 53% of the industry’s growth, which reflects the greater attractiveness of our products and services. Domestic supply, however, fell by 2.9%, demonstrating the rationalization strategy that the Company took in place since April 2012. From January to September, 2014, we were the market leader in terms of passengers boarded in the domestic market, reaching the record mark of 27.5 million.
In order to offer greater connectivity, we launched during this quarter two new regional destinations on the domestic market, Carajás and Altamira (Pará), as well as new international flights to Santiago (Chile) from Guarulhos (São Paulo), Miami from Campinas, and to Punta Cana from Guarulhos (São Paulo), Confins (Minas Gerais) and Brasília. In this way, we are the Brazilian airline with the greater supply to the Caribbean, with 78 weekly flights.
The strategy of increasing our international presence has been further reinforced by the expansion of our alliances. This has also strengthened revenue in other currencies, which accounted for 11% of our total revenue in the last 12 months. We implemented a two-way codeshare partnership with Aerolineas Argentinas, allowing us to sell its tickets on our website. We will shortly begin offering the same facility for AirFrance-KLM flights.
In order to ensure an even better flying experience, we extended our GOL+ Conforto seating to our entire domestic route network, with an even greater reclining angle and even more distance between seats. Currently, 94% of our fleet is configured as GOL+ and, by the end of the year, 100% of our fleet will have this configuration. In the third quarter, we also launched an exclusive service in Brazil, our express bag drop service at Congonhas airport. With this new service, the customers can complete one more check-in stage at the self-service totems, labeling and weighing their own baggage, as well as paying for any excess. This is one more simple and intelligent innovation providing our passengers with even greater control and visibility throughout the entire process, since the ticket purchase to the flight.
These new facilities have strengthened our capacity to ensure an even better flying experience for leisure passengers, and to be more attractive to the corporate client. Even in the midst of a challenging economic scenario in Brazil, resulting in reduced demand from corporate customers, GOL was the airline company leader in tickets issued for the corporate segment, according to Abracorp (Brazilian Travel Agents’ Association).
Continuing with our measures to strength our balance sheet, we concluded two senior notes tender offers totaling US$ 411 million. Also, we concluded a senior notes issuance this quarter, totaling US$ 325 million at 8.875% p.a. due on 2022. These actions aim to optimize the debt profile, avoiding major amortization pressure in the next three years and reduce the financial cost. We closed the quarter with R$ 2.7 billion in cash position, equivalent to 27% of revenue in the last 12 months, which is essential to pass through periods of high market volatility. The financial leverage ratio (adjusted gross debt/EBITDAR) stood at 6.3x, 4.6 points down on 3Q13.
1
I would like to thank our customers for their loyalty, our Team of Eagles for their commitment and investors for their confidence posted on the Company. We celebrated on September 8, 2014 in the New York Stock Exchange (NYSE) the 10-year listing of GOL, in which we reiterated our commitment to the transparency and communication with our shareholders, which reinforces our vision of being the best company to fly with, work for and invest in.
Paulo Sérgio Kakinoff
CEO of GOL Linhas Aéreas Inteligentes S.A.
2
Highlights of the Subsidiary Smiles’ Results in 3Q14
19.9% year-over-year upturn in the number of accrued ex-GOL miles; Miles redeemed increase by 13.7% over 3Q13; Operating margin of 30.8%, 6.0 percentage points higher than in 3Q13; Operating cash flow of R$ 180 million, 34.6% up on 2Q14; Launch of Brazil’s innovative ‘365 Reasons’ campaign; Net profit of R$ 60 million, 5.4% down on 3Q13, reflecting the financial result related to the capital structure following the capital reduction. |
Smiles S.A. closed 3Q14 with an operating profit of R$ 69.1 million, 78.2% up on 3Q13, with an operating margin of 30.8%, up by 6.0 percentage points, thanks to the 19.9% increase in growth in the number of accrued ex-GOL miles and healthy direct redemption margins. The financial result reflects the capital structure following the capital reduction, which led to significant increase in the return on capital indicators.
3
Operating and Financial Indicators
Aviation Market |
3Q14 |
3Q13 |
% Var. |
9M14 |
9M13 |
% Var. |
Aviation Market - Industry |
|
|
|
| ||
RPK Industry - Total |
31,035 |
29,692 |
4.5% |
90,069 |
85,649 |
5.2% |
RPK Industry - Domestic |
23,406 |
22,677 |
3.2% |
68,448 |
64,943 |
5.4% |
RPK Industry - International |
7,628 |
7,016 |
8.7% |
21,621 |
20,707 |
4.4% |
ASK Industry - Total |
38,219 |
38,326 |
-0.3% |
112,392 |
113,480 |
-1.0% |
ASK Industry - Domestic |
29,316 |
29,529 |
-0.7% |
86,201 |
86,324 |
-0.1% |
ASK Industry - International |
8,903 |
8,797 |
1.2% |
26,191 |
27,155 |
-3.6% |
Industry Load Factor - Total |
81.2% |
77.5% |
3.7 p.p |
80.1% |
75.5% |
4.7 p.p |
Industry Load Factor - Domestic |
79.8% |
76.8% |
3.0 p.p |
79.4% |
75.2% |
4.2 p.p |
Industry Load Factor - International |
85.7% |
79.8% |
5.9 p.p |
82.6% |
76.3% |
6.3 p.p |
Aviation Market – GOL |
|
|
|
|
|
|
RPK GOL – Total |
9,459 |
8,659 |
9.2% |
27,732 |
25,199 |
10.1% |
RPK GOL - Domestic |
8,289 |
7,761 |
6.8% |
24,550 |
22,676 |
8.3% |
RPK GOL - International |
1,170 |
898 |
30.3% |
3,183 |
2,524 |
26.1% |
ASK GOL – Total |
12,201 |
12,447 |
-2.0% |
36,349 |
36,955 |
-1.6% |
ASK GOL – Domestic |
10,587 |
11,049 |
-4.2% |
31,876 |
32,817 |
-2.9% |
ASK GOL - International |
1,614 |
1,397 |
15.5% |
4,473 |
4,138 |
8.1% |
GOL Load Factor - Total |
77.5% |
69.6% |
7.9 p.p |
76.3% |
68.2% |
8.1 p.p |
GOL Load Factor - Domestic |
78.3% |
70.2% |
8.1 p.p |
77.0% |
69.1% |
7.9 p.p |
GOL Load Factor - International |
72.5% |
64.2% |
8.3 p.p |
71.2% |
61.0% |
10.2 p.p |
Operational Data |
3Q14 |
3Q13 |
% Var. |
9M14 |
9M13 |
% Var. |
Revenue Passengers - Pax on board ('000) |
9,978 |
9,028 |
10.5% |
29,039 |
26,298 |
10.4% |
Aircraft Utilization (Block Hours/Day) |
11.4 |
11.8 |
-3.5% |
11.3 |
11.7 |
-3.4% |
Departures |
79,853 |
79,510 |
0.4% |
234,252 |
236,137 |
-0.8% |
Average Stage Length (km) |
903 |
894 |
1.0% |
905 |
897 |
0.9% |
Fuel consumption (mm liters) |
380 |
376 |
1.1% |
1,130 |
1,121 |
0.8% |
Full-time equivalent employees at period end |
16,354 |
16,209 |
0.9% |
16,354 |
16,209 |
0.9% |
Average Operating Fleet |
125 |
120 |
4.2% |
125 |
121 |
3.6% |
Financial Data |
3Q14 |
3Q13 |
% Var. |
9M14 |
9M13 |
% Var. |
Net YIELD (R$ cents) |
23.15 |
23.58 |
-1.9% |
23.82 |
22.50 |
5.8% |
Net PRASK (R$ cents) |
17.94 |
16.41 |
9.4% |
18.17 |
15.34 |
18.4% |
Net RASK (R$ cents) |
20.18 |
17.92 |
12.6% |
20.18 |
16.85 |
19.8% |
CASK (R$ cents) |
18.92 |
17.62 |
7.4% |
19.26 |
16.57 |
16.2% |
CASK ex-fuel (R$ cents) |
11.29 |
10.28 |
9.8% |
11.41 |
9.43 |
21.0% |
Spread RASK – CASK (R$ cents) |
1.25 |
0.30 |
320.7% |
0.93 |
0.28 |
231.7% |
Average Exchange Rate1 |
2.2745 |
2.2880 |
-0.6% |
2.2857 |
2.1177 |
7.9% |
End of period Exchange Rate1 |
2.4510 |
2.2300 |
9.9% |
2.4510 |
2.2300 |
9.9% |
WTI (avg. per barrel, US$)2 |
97.2 |
105.8 |
-8.1% |
99.6 |
98.2 |
1.4% |
Price per liter Fuel (R$) |
2.45 |
2.43 |
0.8% |
2.52 |
2.35 |
7.2% |
Gulf Coast Jet Fuel Cost (average per liter, US$)³ |
0.74 |
0.78 |
-4.8% |
0.76 |
0.77 |
-1.3% |
1. Source: Brazilian Central Bank; 2. Source: Bloomberg; 3. Fuel expenses /liters consumed.
4
Aviation Market – Industry
The domestic airline industry maintained its dynamic of rationality in terms of seat supply (ASK), with a 0.1% year-over-year decline in the first nine months, while the demand increased by 5.4%. The load factor moved up by 4.2 percentage points reaching 79.4%. In the quarter, industry supply fell by 0.7% while demand was up by 3.2%. As a result, the load factor came to 79.8%, 3.0 percentage points higher than in 3Q13.
The number of passengers boarded in the domestic market increased by 6.8% in the first nine months of 2014 to 70.3 million. In the international market more than 4.7 million passengers were transported, 4.4% more than in the same period last year.
Domestic Market - GOL
Domestic supply declined by 2.9% in the 9M14 and 4.2% in the quarter, in line with the Company’s projections for 2014 of a reduction between -3% and -1%.
Domestic demand increased by 8.3% in 9M14, representing 53% of the growth in the industry demand. In 3Q14, domestic demand grew by 6.8%.
The domestic load factor stood at 77.0% and 78.3% in 9M14 and 3Q14, respectively, fueling PRASK growth in the period.
GOL registered a record of 26 million passengers transported in the domestic market in the first nine months, 2.6 million more than in 9M13, which account for 57% of the increase reported by the industry as a whole in the same period. These results arose from the Company’s efforts to constantly improve its products and services, making them even more attractive to the customers.
For the first time, GOL was the airline company leader in the sale of air tickets to the corporate segment in the nine months accumulated, according to Abracorp (Brazilian Travel Agents’ Association).
International Market - GOL
International supply increased by 8% in 9M14, in line with the annual growth guidance of up to 8% for 2014. The company announced news flights in the quarter to Santiago (Chile) from Guarulhos (São Paulo), Miami from Campinas, and to Punta Cana from Guarulhos (São Paulo), Confins (Minas Gerais) and Brasília.
International demand grew by 26.1% in 9M14, generating an increase of 10.2 percentage points in the period load factor.
GOL carried 1.4 million boarded passengers in the international market in the first nine months, 251 thousand more than in 9M13, versus an increase of 197 thousand for the industry as a whole. The Company maintained its focus on gradually increasing its presence in other countries, expanding the share of foreign-currency revenue.
5
PRASK and Yield
Due to the 8 percentage point upturn in the load factor, PRASK moved up by 9% over 3Q13. Yield recorded a 2% decline in the quarter, accompanying Brazil’s challenging economic activity scenario, which reduced demand from business travelers.
Fleet Plan
Fleet Plan |
2014 |
2015 |
2016 |
>2016 |
Total |
Fleet (End of Period) |
137 |
140 |
140 |
|
|
Aircraft Commitments (R$ million)* |
- |
1,222 |
1,278 |
33,895 |
36,395 |
Pre-Delivery Payments (R$ million) |
48 |
268 |
142 |
4,474 |
4,932 |
Total (R$ million) |
48 |
1,489 |
1,420 |
38,369 |
41,327 |
*Considers aircraft list price
Fleet (End of Period) |
3Q14 |
3Q13 |
Var. |
2Q14 |
Var. |
Boeing 737-NG Family |
142 |
140 |
2 |
146 |
-4 |
737-800 NG** |
107 |
104 |
3 |
110 |
-3 |
737-700 NG |
35 |
36 |
-1 |
36 |
-1 |
737-300 Classic* |
3 |
8 |
-5 |
3 |
- |
767-300/200* |
1 |
1 |
- |
1 |
- |
Total |
|
|
| ||
Financial Leasing (737-NG and 767) |
46 |
46 |
- |
46 |
- |
Operational Leasing |
97 |
95 |
2 |
101 |
-4 |
*Non-operational aircraft
**Includes 5 aircraft being returned and 8 sub-leased aircraft
6
At the end of 3Q14, out of a total of 142 Boeing 737-NG aircraft, GOL was operating 133 aircraft on its routes. Of the remaining 9 aircraft, 5 were sub-leased to the European airlines and the remaining 4 were in the process of being returned to their lessors.
GOL has 97 aircraft under operating leases and 46 under financial leases, 40 of which with a purchase option when their leasing contracts expire. In 3Q14, GOL returned 4 B737 NGs.
The average age of the fleet was 7.6 years at the end of 3Q14. In order to maintain this indicator at low levels, the Company has 130 firm aircraft acquisition orders with Boeing for fleet renew until 2026.
Capex GOL invested R$ 176 million in 3Q14 and R$ 483 million in 9M14. For more details on changes in property, plant and equipment, see Note 16 to the financial statements.
Financial Guidance 2014
2014 Financial Projections |
From |
To |
Actual 9M14 |
Brazilian GDP Growth |
1.5% |
2.0% |
- |
Annual Change in RASK |
Equal to or above 10% |
20% | |
Annual Change in Domestic Supply (ASK) |
-3% |
-1% |
-2.9% |
Annual Change in International Supply (ASK) |
Up to +8% |
8.1% | |
Annual Change in CASK ex-fuel |
Equal to or less than 10% |
21.0% | |
Average Exchange Rate (R$ /US$ ) |
2.50 |
2.40 |
2.29 |
Jet Fuel Price (QAV)* |
2.85 |
2.70 |
2.52 |
Operating Margin (EBIT) |
3% |
6% |
4.6% |
Due to the impact of the adverse macroeconomic scenario, GOL may revise its guidance to incorporate any developments in its operating and financial performance, as well as any changes in interest, FX, GDP and WTI and Brent oil price trends. GOL is maintaining its previously published financial guidance for 2014.
7
The Audit Committee of GOL LINHAS AÉREAS INTELIGENTES S.A., in accordance with its bylaws and legal provisions, examined the Interim Financial Information for the period ended September 30, 2014. Based on the procedures performed, considering also the report of the independent auditors - Ernst & Young Auditores Independentes S.S., dated November 11, 2014, and the information and explanations received during the period, opines that these documents are able to be appreciated by the Board Shareholder’s Meeting.
São Paulo, November 11, 2014.
Richard F. Lark
Member of the Audit Committee
Antônio Kandir
Member of the Audit Committee
Luiz Kaufmann
Member of the Audit Committee
8
FOR THE PURPOSES OF ARTICLE 25, §1, Subsection VI, of CVM Rule 480/09.
In accordance with CVM Rule 480/09, the Directors declare that discussed, reviewed and agreed with the Interim Financial Information for the period ended September 30, 2014.
São Paulo, November 11, 2014.
Paulo Sérgio Kakinoff
Chief Executive Officer
Edmar Prado Lopes Neto
Vice President and Investor Relations Officer
9
FOR THE PURPOSES OF ARTICLE 25, §1, Subsection VI, of INSTRUÇÃO CVM 480/09.
In accordance with Instrução CVM 480/09, the Directors declare that discussed, reviewed and agreed with the Report on Review of Interim Financial Information for the three-month period ended September 30, 2014.
São Paulo, November 11, 2014.
Paulo Sérgio Kakinoff
Chief Executive Officer
Edmar Prado Lopes Neto
Vice President and Investor Relations Officer
10
| |
|
Condomínio São Luiz Av. Presidente Juscelino Kubitschek, 1830 Torre I - 8º Andar - Itaim Bibi 04543-900 - São Paulo - SP - Brasil
Tel: (5511) 2573-3000 ey.com.br |
|
(A free translation from the original in Portuguese into English)
To
The Shareholders, Board of Directors and Officers
Gol Linhas Aéreas Inteligentes S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Gol Linhas Aereas Inteligentes S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended September 30, 2014, which comprises the balance sheet as at September 30, 2014 and the related income statement and statement of comprehensive income for the quarter and nine-month period then ended, and the statement of changes in equity and statement of cash flows for the nine-month period then ended, and a summary of significant accounting practices and other explanatory notes.
Company management is responsible for the preparation of interim individual financial information in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 21 (R1) - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of these information in compliance with the rules issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review according to the Brazilian and international review standards of interim financial 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 inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.
11
Conclusion on the interim individual financial information
Based on our review, we are not aware of any fact that makes us believe that the interim individual financial information included in the Quarterly Information referred above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.
Conclusion on the interim consolidated financial information
Based on our review, we are not aware of any fact that makes us believe that the interim consolidated financial information included in the Quarterly Information referred above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, and presented in compliance with the rules issued by the CVM.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statement of value added (SVA) for the nine-month period ended September 30, 2014, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules of the CVM applicable to Quarterly Information (ITR), and as supplementary information under IFRS, whereby no statement of value added presentation is required. These statements have been subject to the same review procedures previously described and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, according to the interim individual and consolidated financial information taken as a whole.
Audit and review of the amounts corresponding to prior year and period
The amounts correspondent to balance sheets for the year ended December 31, 2013 and the statements of income, of comprehensive income, of changes in shareholders’ equity, of cash flows and of value added for the three and nine-months period ended September 30, 2013 presented for comparison purposes, were previously audited and reviewed, respectively, by other independent accountants, who issued an unmodified opinion dated March 25, 2014 and review report of quarterly information dated November 11, 2013.
São Paulo, November 11, 2014.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Luiz Carlos Passetti Vanessa R. Martins
Accountant CRC-1SP144343/O-3 Accountant CRC-1SP244569/O
12
Company Profile / Subscribed Capital
Number of shares |
Current Year |
09/30/2014 | |
Paid-in capital |
143,858,204 |
Preferred |
139,257,602 |
Total |
283,115,806 |
Treasury |
2,083,875 |
Total |
2,083,875 |
13
(In thousands of Brazilian Reais)
Line code |
Line item |
Current Year 09/30/2014 |
Prior Year 12/31/2013 |
1 |
Total assets |
2,304,117 |
2,513,648 |
1.01 |
Current assets |
575,326 |
363,767 |
1.01.01 |
Cash and cash equivalents |
391,803 |
343,793 |
1.01.02 |
Short-term investments |
174,094 |
2,524 |
1.01.06 |
Recoverable taxes |
9,422 |
9,991 |
1.01.07 |
Prepaid expenses |
- |
438 |
1.01.08 |
Other current assets |
7 |
7,021 |
1.01.08.01 |
Noncurrent assets for sale |
7 |
7 |
1.01.08.01.01 |
Restricted cash |
7 |
7 |
1.01.08.03 |
Others |
- |
7,014 |
1.02 |
Noncurrent assets |
1,728,791 |
2,149,881 |
1.02.01 |
Long-term assets |
170,347 |
174,900 |
1.02.01.06 |
Taxes |
72,348 |
84,567 |
1.02.01.06.01 |
Deferred taxes |
53,213 |
54,998 |
1.02.01.06.02 |
Recoverable taxes |
19,135 |
29,569 |
1.02.01.08 |
Related-party transactions |
50,606 |
49,961 |
1.02.01.08.04 |
Other related-party transactions |
50,606 |
49,961 |
1.02.01.09 |
Other noncurrent assets |
47,393 |
40,372 |
1.02.01.09.03 |
Deposits |
25,793 |
20,170 |
1.02.01.09.04 |
Restricted cash |
21,600 |
20,202 |
1.02.02 |
Investments |
766,378 |
1,084,149 |
1.02.03 |
Property, plant and equipment |
792,066 |
890,832 |
14
(In thousands of Brazilian Reais)
Line code |
Line item |
Current Year 09/30/2014 |
Prior Year 12/31/2013 |
2 |
Total liabilities and equity |
2,304,117 |
2,513,648 |
2.01 |
Current liabilities |
30,111 |
84,710 |
2.01.01 |
Salaries, wages and benefits |
487 |
1,092 |
2.01.01.02 |
Salaries, wages and benefits |
487 |
1,092 |
2.01.02 |
Suppliers |
434 |
3,769 |
2.01.03 |
Taxes payable |
1,430 |
1,246 |
2.01.04 |
Short-term debt |
26,934 |
47,488 |
2.01.05 |
Other liabilities |
826 |
31,115 |
2.01.05.02 |
Others |
826 |
31,115 |
2.01.05.02.04 |
Other liabilities |
826 |
800 |
2.01.05.02.05 |
Derivative transactions |
- |
30,315 |
2.02 |
Noncurrent liabilities |
2,085,033 |
1,778,012 |
2.02.01 |
Long-term debt |
1,936,847 |
1,651,494 |
2.02.02 |
Other liabilities |
148,186 |
126,518 |
2.02.02.01 |
Liabilities with related-party transactions |
135,713 |
113,741 |
2.02.02.02 |
Others |
12,473 |
12,777 |
2.02.02.02.03 |
Taxes payable |
12,473 |
12,777 |
2.03 |
Shareholder’s equity |
188,973 |
650,926 |
2.03.01 |
Capital |
2,581,258 |
2,469,623 |
2.03.01.01 |
Issued capital |
2,618,056 |
2,501,574 |
2.03.01.02 |
Cost on issued shares |
(36,886) |
(31,951) |
2.03.01.03 |
Shares to be issued |
88 |
- |
2.03.02 |
Capital reserves |
162,907 |
156,688 |
2.03.02.01 |
Premium on issue of shares |
32,387 |
32,387 |
2.03.02.02 |
Special reserve |
70,979 |
70,979 |
2.03.02.05 |
Treasury shares |
(31,262) |
(32,116) |
2.03.02.07 |
Share-based payments |
90,803 |
85,438 |
2.03.05 |
Accumulated losses |
(3,146,107) |
(2,568,353) |
2.03.06 |
Equity valuation adjustments |
590,915 |
592,968 |
2.03.06.01 |
Equity valuation adjustments |
(96,037) |
(18,162) |
2.03.06.02 |
Change in equity through public offer |
686,952 |
611,130 |
15
(In thousands of Brazilian Reais)
|
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | |
Line code |
Line item |
07/01/2014 to 09/30/2014 |
01/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
01/01/2013 to 09/30/2013 |
3.04 |
Operating expenses/revenues |
(18,349) |
(346,790) |
(202,224) |
(558,236) |
3.04.02 |
General and administrative expenses |
(2,650) |
(10,153) |
(6,976) |
(16,966) |
3.04.04 |
Other operating income |
(1,154) |
73,919 |
42,426 |
109,128 |
3.04.06 |
Equity in subsidiaries |
(14,545) |
(410,556) |
(237,674) |
(650,398) |
3.05 |
Result before taxes and financial result |
(18,349) |
(346,790) |
(202,224) |
(558,236) |
3.06 |
Financial result |
(251,487) |
(228,401) |
(21,091) |
(187,050) |
3.06.01 |
Financial income |
1,917 |
10,543 |
6,102 |
17,350 |
3.06.01.01 |
Financial income |
1,917 |
10,543 |
6,102 |
17,350 |
3.06.02 |
Financial expenses |
(253,404) |
(238,944) |
(27,193) |
(204,400) |
3.06.02.01 |
Financial expenses |
(100,984) |
(210,858) |
(50,393) |
(133,946) |
3.06.02.02 |
Exchange variation, net |
(152,420) |
(28,086) |
23,200 |
(70,454) |
3.07 |
Result before taxes |
(269,836) |
(575,191) |
(223,315) |
(745,286) |
3.08 |
Income taxes |
(2,545) |
(2,563) |
(642) |
(3,482) |
3.08.01 |
Current |
- |
- |
(1,423) |
(3,408) |
3.08.02 |
Deferred |
(2,545) |
(2,563) |
781 |
(74) |
3.09 |
Result from continuing operations, net |
(272,381) |
(577,754) |
(223,957) |
(748,768) |
3.11 |
Net loss for the period |
(272,381) |
(577,754) |
(223,957) |
(748,768) |
16
(In thousands of Brazilian Reais)
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | ||
Line code |
Line item |
07/01/2014 to 09/30/2014 |
01/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
01/01/2013 to 09/30/2013 |
4.01 |
Net loss for the period |
(272,381) |
(577,754) |
(223,957) |
(748,768) |
4.02 |
Other comprehensive income/loss |
(21,198) |
(77,875) |
(130) |
29,166 |
4.02.01 |
Cash flow hedges |
(32,118) |
(117,992) |
(197) |
44,191 |
4.02.02 |
Tax effect |
10,920 |
40,117 |
67 |
(15,025) |
4.03 |
Comprehensive loss for the period |
(293,579) |
(655,629) |
(224,087) |
(719,602) |
17
(In thousands of Brazilian Reais)
|
Current Quarter |
Same Quarter Prior Year | |
Line code |
Line item |
07/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
6.01 |
Net cash used in operating activities |
(292,446) |
258,226 |
6.01.01 |
Cash flows from operating activities |
448,331 |
784,385 |
6.01.01.02 |
Deferred taxes |
2,563 |
74 |
6.01.01.03 |
Equity in subsidiaries |
410,556 |
650,398 |
6.01.01.04 |
Share-based payments |
5,150 |
4,295 |
6.01.01.05 |
Exchange and monetary variations, net |
32,270 |
117,366 |
6.01.01.06 |
Interest on loans |
110,226 |
99,457 |
6.01.01.08 |
Interest paid |
(128,335) |
(103,355) |
6.01.01.09 |
Income tax paid |
- |
(3,408) |
6.01.01.10 |
Unrealized results of hedge, net |
15,901 |
19,558 |
6.01.02 |
Changes assets and liabilities |
(163,023) |
222,609 |
6.01.02.01 |
Deposits |
(5,623) |
1,136 |
6.01.02.02 |
Prepaid expenses and recoverable taxes |
11,439 |
5,864 |
6.01.02.04 |
Tax obligations |
(120) |
(1,302) |
6.01.02.07 |
Other obligations |
(223) |
2,010 |
6.01.02.08 |
Suppliers |
(3,335) |
1,732 |
6.01.02.11 |
Other assets |
7,014 |
17,318 |
6.01.02.12 |
Financial applications used for trading |
(171,570) |
173,874 |
6.01.02.13 |
Salaries, wages and benefits |
(605) |
711 |
6.01.02.14 |
Dividends and interest on capital received through subsidiary |
- |
21,266 |
6.01.03 |
Others |
(577,754) |
(748,768) |
6.01.03.01 |
Net loss for the period |
(577,754) |
(748,768) |
6.02 |
Net cash used in investing activities |
(43,824) |
284,595 |
6.02.01 |
Advance for future capital increase |
65,703 |
- |
6.02.02 |
Restricted cash |
(1,398) |
(20,106) |
6.02.03 |
Advances for property, plant and equipment acquisition |
98,766 |
- |
6.02.04 |
Property, plant and equipment acquisition |
- |
45,653 |
6.02.05 |
Advances for future capital increase |
- |
(223,818) |
6.02.06 |
Related-party transactions |
(645) |
482,866 |
6.02.07 |
Capital increase on subsidiary |
(830,799) |
- |
6.02.08 |
Dividends received by subsidiary |
80,693 |
- |
6.02.09 |
Capital decrease by subsidiary |
543,856 |
- |
6.03 |
Net cash generated by financing activities |
384,280 |
(395,439) |
6.03.01 |
Shares to be issued |
88 |
- |
6.03.02 |
Loan funding |
835,032 |
- |
6.03.03 |
Credit with related parties |
467,212 |
(385,559) |
6.03.04 |
Capital increase |
116,482 |
1,885 |
6.03.05 |
Cost on issue of shares |
(4,935) |
- |
6.03.06 |
Loan and lease payment |
(1,009,736) |
(15,000) |
6.03.07 |
Disposal of treasury shares |
- |
3,235 |
6.03.08 |
Cost on loans |
(19,863) |
- |
6.05 |
Net increase (decrease) in cash and cash equivalents |
48,010 |
147,382 |
6.05.01 |
Cash and cash equivalents at beginning of the period |
343,793 |
247,145 |
6.05.02 |
Cash and cash equivalents at end of the period |
391,803 |
394,527 |
18
(In thousands of Brazilian Reais)
Line code |
Line item |
Capital stock |
Capital reserves, options granted and treasury shares |
Accumulated losses |
Other comprehensive income |
Total consolidated equity |
5.01 |
Opening balance |
2,469,623 |
767,818 |
(2,568,353) |
(18,162) |
650,926 |
5.03 |
Adjusted balance |
2,469,623 |
767,818 |
(2,568,353) |
(18,162) |
650,926 |
5.04 |
Shareholders’ capital transactions |
111,635 |
82,041 |
- |
- |
193,676 |
5.04.01 |
Capital increase |
116,403 |
- |
- |
- |
116,403 |
5.04.02 |
Cost on issue of shares |
(4,935) |
- |
- |
- |
(4,935) |
5.04.08 |
Share-based payments |
- |
6,219 |
- |
- |
6,219 |
5.04.09 |
Capital increase by exercise of stock options |
167 |
- |
- |
- |
167 |
5.04.10 |
Gains on change on investment |
- |
1,852 |
- |
- |
1,852 |
5.04.11 |
Gains on investment sold - G.A. Smiles |
- |
73,970 |
- |
- |
73,970 |
5.05 |
Total comprehensive income/loss |
- |
- |
(577,754) |
(77,875) |
(655,629) |
5.05.01 |
Net loss for the period |
- |
- |
(577,754) |
- |
(577,754) |
5.05.02 |
Other comprehensive income/loss |
- |
- |
- |
(77,875) |
(77,875) |
5.05.02.07 |
Other comprehensive results, net |
- |
- |
- |
(77,875) |
(77,875) |
5.07 |
Closing balance |
2,581,258 |
849,859 |
(3,146,107) |
(96,037) |
188,973 |
19
(In thousands of Brazilian Reais)
Line code |
Line item |
Capital stock |
Capital reserves, options granted and treasury shares |
Accumulated losses |
Other comprehensive income |
Total consolidated equity |
5.01 |
Opening balance |
2,467,738 |
105,478 |
(1,771,806) |
(68,582) |
732,828 |
5.03 |
Adjusted balance |
2,467,738 |
105,478 |
(1,771,806) |
(68,582) |
732,828 |
5.04 |
Shareholders’ capital transactions |
1,885 |
619,260 |
- |
- |
621,145 |
5.04.08 |
Share-based payments |
1,885 |
4,983 |
- |
- |
6,868 |
5.04.09 |
Treasury shares sold |
- |
3,235 |
- |
- |
3,235 |
5.04.10 |
Change on equity through IPO |
- |
611,042 |
- |
- |
611,042 |
5.05 |
Total comprehensive income/loss |
- |
- |
(748,768) |
29,166 |
(719,602) |
5.05.01 |
Net loss for the period |
- |
- |
(748,768) |
- |
(748,768) |
5.05.02 |
Other comprehensive income |
- |
- |
- |
29,166 |
29,166 |
5.05.02.07 |
Other comprehensive results, net |
- |
- |
- |
29,166 |
29,166 |
5.07 |
Closing balance |
2,469,623 |
724,738 |
(2,520,574) |
(39,416) |
634,371 |
20
(In thousands of Brazilian Reais)
Current YTD |
Prior Year YTD | ||
Line code |
Line item |
01/01/2014 to 09/30/2014 |
01/01/2013 to 09/30/2013 |
7.01 |
Revenue |
74,147 |
109,128 |
7.01.02 |
Other revenue |
74,147 |
109,128 |
7.01.02.01 |
Other operating income |
74,147 |
109,128 |
7.02 |
Acquired from third parties |
(5,315) |
(10,715) |
7.02.02 |
Material, power, third-party services and other |
(5,315) |
(10,715) |
7.03 |
Gross value added |
68,832 |
98,413 |
7.05 |
Added value produced |
68,832 |
98,413 |
7.06 |
Value added received in transfer |
(400,013) |
(633,048) |
7.06.01 |
Equity in subsidiaries |
(410,556) |
(650,398) |
7.06.02 |
Financial income |
10,543 |
17,350 |
7.07 |
Total wealth for distribution |
(331,181) |
(534,635) |
7.08 |
Wealth for distribution |
(331,181) |
(534,635) |
7.08.01 |
Employees |
5,358 |
5,822 |
7.08.02 |
Taxes |
2,271 |
3,911 |
7.08.03 |
Third-party capital remuneration |
238,944 |
204,400 |
7.08.04 |
Return on own capital |
(577,754) |
(748,768) |
7.08.04.03 |
Loss for the period |
(577,754) |
(748,768) |
21
(In thousands of Brazilian Reais)
Line code |
Line item |
Current Year 09/30/2014 |
Prior Year 12/31/2013 |
1 |
Total assets |
10,438,386 |
10,638,448 |
1.01 |
Current assets |
3,298,087 |
3,565,709 |
1.01.01 |
Cash and cash equivalents |
1,942,277 |
1,635,647 |
1.01.02 |
Short-term investments |
493,802 |
1,244,034 |
1.01.02.01 |
Short-term investments at fair value |
493,802 |
1,244,034 |
1.01.02.01.03 |
Restricted cash |
56,732 |
88,417 |
1.01.02.01.04 |
Short-term investments |
437,070 |
1,155,617 |
1.01.03 |
Accounts receivable |
532,277 |
324,821 |
1.01.04 |
Inventories |
136,599 |
117,144 |
1.01.06 |
Recoverable taxes |
60,648 |
52,124 |
1.01.07 |
Prepaid expenses |
81,445 |
80,655 |
1.01.08 |
Other current assets |
51,039 |
111,284 |
1.01.08.03 |
Others |
51,039 |
111,284 |
1.01.08.03.03 |
Other credits |
47,403 |
62,350 |
1.01.08.03.04 |
Rights on derivatives transactions |
3,636 |
48,934 |
1.02 |
Noncurrent assets |
7,140,299 |
7,072,739 |
1.02.01 |
Long-term assets |
1,858,582 |
1,606,390 |
1.02.01.06 |
Taxes |
616,816 |
561,694 |
1.02.01.06.01 |
Deferred Taxes |
547,670 |
488,157 |
1.02.01.06.02 |
Recoverable taxes |
69,146 |
73,537 |
1.02.01.07 |
Prepaid expenses |
20,317 |
26,526 |
1.02.01.09 |
Other noncurrent assets |
1,221,449 |
1,018,170 |
1.02.01.09.03 |
Restricted cash |
280,458 |
166,039 |
1.02.01.09.04 |
Deposits |
916,397 |
847,708 |
1.02.01.09.05 |
Other credits |
24,594 |
4,423 |
1.02.02 |
Investments |
8,012 |
- |
1.02.03 |
Property, plant and equipment |
3,556,933 |
3,772,159 |
1.02.03.01 |
Property, plant and equipment in operation |
1,436,367 |
1,596,462 |
1.02.03.01.01 |
Other flight equipments |
932,191 |
987,310 |
1.02.03.01.02 |
Advances for property, plant and equipment acquisition |
374,866 |
467,763 |
1.02.03.01.04 |
Others |
129,310 |
141,389 |
1.02.03.02 |
Property, plant and equipment under leasing |
2,120,566 |
2,175,697 |
1.02.03.02.01 |
Property, plant and equipment under financial leasing |
2,120,566 |
2,175,697 |
1.02.04 |
Intangible |
1,716,772 |
1,694,190 |
1.02.04.01 |
Intangible |
1,156,607 |
1,151,888 |
1.02.04.02 |
Goodwill |
560,165 |
542,302 |
22
(In thousands of Brazilian Reais)
Line code |
Line item |
Current Year 09/30/2014 |
Prior Year 12/31/2013 |
2 |
Total Liabilities and Equity |
10,438,386 |
10,638,448 |
2.01 |
Current liabilities |
4,279,490 |
3,446,791 |
2.01.01 |
Salaries, wages and benefits |
296,527 |
233,584 |
2.01.01.02 |
Salaries, wages and benefits |
296,527 |
233,584 |
2.01.02 |
Suppliers |
479,169 |
502,919 |
2.01.03 |
Taxes payable |
74,205 |
94,430 |
2.01.04 |
Short-term debt |
1,229,113 |
440,834 |
2.01.05 |
Other liabilities |
2,028,580 |
1,975,553 |
2.01.05.02 |
Others |
2,028,580 |
1,975,553 |
2.01.05.02.04 |
Taxes and landing fees |
334,232 |
271,334 |
2.01.05.02.05 |
Advance ticket sales |
1,272,118 |
1,219,802 |
2.01.05.02.06 |
Mileage program |
209,070 |
195,935 |
2.01.05.02.07 |
Advances from customers |
21,818 |
167,759 |
2.01.05.02.08 |
Other liabilities |
142,695 |
90,408 |
2.01.05.02.09 |
Liabilities from derivative transactions |
40,647 |
30,315 |
2.01.06 |
Provisions |
179,896 |
199,471 |
2.02 |
Noncurrent liabilities |
5,790,078 |
5,973,157 |
2.02.01 |
Long-term debt |
4,840,398 |
5,148,551 |
2.02.02 |
Other liabilities |
683,632 |
541,703 |
2.02.02.02 |
Others |
683,632 |
541,703 |
2.02.02.02.03 |
Mileage program |
515,985 |
456,290 |
2.02.02.02.04 |
Advances from customers |
- |
3,645 |
2.02.02.02.05 |
Taxes payable |
63,385 |
61,038 |
2.02.02.02.06 |
Other liabilities |
104,262 |
20,730 |
2.02.04 |
Provisions |
266,048 |
282,903 |
2.03 |
Consolidated equity |
368,818 |
1,218,500 |
2.03.01 |
Capital |
2,467,930 |
2,356,295 |
2.03.01.01 |
Issued capital |
2,618,056 |
2,501,574 |
2.03.01.02 |
Cost on issued shares |
(150,214) |
(145,279) |
2.03.01.03 |
Shares to be issued |
88 |
- |
2.03.02 |
Capital reserves |
162,907 |
156,688 |
2.03.02.01 |
Premium on issue of shares |
32,387 |
32,387 |
2.03.02.02 |
Special reserve |
70,979 |
70,979 |
2.03.02.05 |
Treasury shares |
(31,262) |
(32,116) |
2.03.02.07 |
Share-based payments |
90,803 |
85,438 |
2.03.05 |
Accumulated losses |
(3,032,779) |
(2,455,025) |
2.03.06 |
Equity valuation adjustments |
590,915 |
592,968 |
2.03.06.01 |
Equity valuation adjustments |
(96,037) |
(18,162) |
2.03.06.02 |
Change in equity through public offer |
686,952 |
611,130 |
2.03.09 |
Participation of non-controlling Company’s shareholders |
179,845 |
567,574 |
23
(In thousands of Brazilian Reais)
|
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | |
Line code |
Line item |
07/01/2014 to 09/30/2014 |
01/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
01/01/2013 to 09/30/2013 |
3.01 |
Sales and services revenue |
2,461,692 |
7,336,380 |
2,230,501 |
6,228,002 |
3.01.01 |
Passenger |
2,189,349 |
6,605,046 |
2,042,142 |
5,670,810 |
3.01.02 |
Cargo and other |
272,343 |
731,334 |
188,359 |
557,192 |
3.02 |
Cost of sales and/or services |
(1,969,714) |
(5,987,436) |
(1,896,698) |
(5,373,167) |
3.03 |
Gross profit |
491,978 |
1,348,944 |
333,803 |
854,835 |
3.04 |
Operating expenses |
(340,020) |
(1,014,688) |
(296,768) |
(751,703) |
3.04.01 |
Sales expenses |
(193,304) |
(618,704) |
(176,871) |
(483,655) |
3.04.01.01 |
Marketing expenses |
(193,304) |
(618,704) |
(176,871) |
(483,655) |
3.04.02 |
General and administrative expenses |
(144,800) |
(467,734) |
(162,323) |
(377,176) |
3.04.04 |
Other operating income |
(1,153) |
73,920 |
42,426 |
109,128 |
3.04.06 |
Equity in subsidiaries |
(763) |
(2,170) |
- |
- |
3.05 |
Result before income taxes and financial result |
151,958 |
334,256 |
37,035 |
103,132 |
3.06 |
Financial result |
(434,883) |
(734,360) |
(186,786) |
(718,693) |
3.06.01 |
Financial income |
118,548 |
289,612 |
202,535 |
382,743 |
3.06.01.01 |
Financial income |
118,548 |
289,612 |
202,535 |
382,743 |
3.06.02 |
Financial expenses |
(553,431) |
(1,023,972) |
(389,321) |
(1,101,436) |
3.06.02.04 |
Exchange variation, net |
(281,135) |
(173,257) |
(24,848) |
(299,379) |
3.06.02.05 |
Financial expenses |
(272,296) |
(850,715) |
(364,473) |
(802,057) |
3.07 |
Loss before income taxes |
(282,925) |
(400,104) |
(149,751) |
(615,561) |
3.08 |
Income taxes |
37,797 |
(86,150) |
(47,290) |
(89,724) |
3.08.01 |
Current |
(30,198) |
(104,253) |
(27,735) |
(56,107) |
3.08.02 |
Deferred |
67,995 |
18,103 |
(19,555) |
(33,617) |
3.09 |
Result from continuing operations, net |
(245,128) |
(486,254) |
(197,041) |
(705,285) |
3.11 |
Net loss for the period |
(245,128) |
(486,254) |
(197,041) |
(705,285) |
3.11.01 |
Attributable to Company’ shareholders |
(272,381) |
(577,754) |
(223,957) |
(748,768) |
3.11.02 |
Attributable to non-controlling Company’ shareholders |
27,253 |
91,500 |
26,916 |
43,483 |
24
(In thousands of Brazilian Reais)
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | ||
Line code |
Line item |
07/01/2014 to 09/30/2014 |
01/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
01/01/2013 to 09/30/2013 |
4.01 |
Net loss for the period |
(245,128) |
(486,254) |
(197,041) |
(705,285) |
4.02 |
Other comprehensive income/loss |
(21,198) |
(77,875) |
(130) |
29,166 |
4.02.01 |
Cash flow hedges |
(32,118) |
(117,992) |
(197) |
44,191 |
4.02.02 |
Tax effect |
10,920 |
40,117 |
67 |
(15,025) |
4.03 |
Comprehensive income/loss for the period |
(266,326) |
(564,129) |
(197,171) |
(676,119) |
4.03.01 |
Attributable to Company’ shareholders |
(293,579) |
(655,629) |
(224,087) |
(719,602) |
4.03.02 |
Attributable to non-controlling Company’ shareholders |
27,253 |
91,500 |
26,916 |
43,483 |
25
(In thousands of Brazilian Reais)
|
|
Current Quarter |
Same Quarter Prior Year |
Line code |
Line item |
07/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
6.01 |
Net cash used in operating activities |
682,411 |
156,093 |
6.01.01 |
Cash flows from operating activities |
946,779 |
930,724 |
6.01.01.01 |
Depreciation and amortization |
369,183 |
380,465 |
6.01.01.02 |
Allowance for doubtful accounts |
12,544 |
22,133 |
6.01.01.03 |
Provisions for judicial deposits |
7,718 |
12,370 |
6.01.01.05 |
Reversion for inventory obsolescence |
25 |
(8,846) |
6.01.01.06 |
Deferred taxes |
(18,103) |
33,617 |
6.01.01.07 |
Share-based payments |
7,109 |
4,983 |
6.01.01.08 |
Exchange and monetary variations, net |
362,982 |
382,801 |
6.01.01.09 |
Interest on loans and financial lease |
253,192 |
202,833 |
6.01.01.10 |
Unrealized hedge results |
15,901 |
47,925 |
6.01.01.14 |
Mileage program |
(113,408) |
(165,431) |
6.01.01.15 |
Write-off property, plant and equipment and intangible assets |
39 |
7,793 |
6.01.01.16 |
Result share plan provision |
47,427 |
10,081 |
6.01.01.17 |
Equity in subsidiaries |
2,170 |
- |
6.01.02 |
Changes assets and liabilities |
221,886 |
(69,346) |
6.01.02.01 |
Accounts receivable |
(220,000) |
(65,415) |
6.01.02.02 |
Inventories |
(19,480) |
11,543 |
6.01.02.03 |
Deposits |
(39,529) |
(82,682) |
6.01.02.04 |
Prepaid expenses, insurance and tax recoverable |
(8,043) |
28,731 |
6.01.02.05 |
Other assets |
(5,224) |
16,027 |
6.01.02.06 |
Suppliers |
(47,842) |
(45,520) |
6.01.02.07 |
Advanced ticket sales |
52,316 |
386,269 |
6.01.02.08 |
Advances from customers |
(149,586) |
172,544 |
6.01.02.09 |
Salaries, wages and benefits |
15,516 |
10,106 |
6.01.02.10 |
Taxes and landing fees |
62,898 |
(4,119) |
6.01.02.11 |
Taxes payable |
73,045 |
36,253 |
6.01.02.12 |
Provisions |
(116,557) |
(198,577) |
6.01.02.14 |
Interest paid |
(293,603) |
(242,764) |
6.01.02.15 |
Income tax paid |
(90,924) |
(44,090) |
6.01.02.17 |
Mileage program |
186,238 |
293,453 |
6.01.02.18 |
Other Liabilities |
136,161 |
61,969 |
6.01.02.19 |
Liabilities from Derivative Transactions |
(32,047) |
(32,834) |
6.01.02.20 |
Financial applications used for trading |
718,547 |
(370,240) |
6.01.03 |
Others |
(486,254) |
(705,285) |
6.01.03.01 |
Net loss for the period |
(486,254) |
(705,285) |
6.02 |
Net cash used in investing activities |
(134,080) |
(246,154) |
6.02.01 |
Investment acquisition |
(18,750) |
- |
6.02.02 |
Restricted cash |
(82,734) |
(121,648) |
6.02.03 |
Investment sale, net |
65,703 |
- |
6.02.04 |
Intangible |
(24,954) |
(15,740) |
6.02.05 |
Property, Plant and Equipment |
(166,243) |
(108,766) |
6.02.06 |
Advances for property, plant and equipment acquisition |
92,898 |
- |
26
(In thousands of Brazilian Reais)
|
|
Current Quarter |
Same Quarter Prior Year |
Line code |
Line item |
07/01/2014 to 09/30/2014 |
07/01/2013 to 09/30/2013 |
6.03 |
Net cash generated by financing activities |
(142,438) |
967,895 |
6.03.01 |
Cost on loans |
(61,293) |
(31,378) |
6.03.02 |
Loan funding |
1,796,711 |
429,103 |
6.03.03 |
Loan and lease payment |
(1,274,545) |
(345,720) |
6.03.04 |
Capital increase |
119,141 |
1,885 |
6.03.05 |
Dividends and interest on capital paid through subsidiary |
- |
(15,850) |
6.03.06 |
Financial leasing payment |
(194,052) |
(169,333) |
6.03.07 |
Disposal of treasury shares |
- |
3,235 |
6.03.08 |
Capital increase on subsidiary |
- |
1,095,953 |
6.03.09 |
Capital decrease by subsidiary |
(456,144) |
- |
6.03.10 |
Cost on issue of shares |
(4,935) |
- |
6.03.11 |
Shares to be issued |
88 |
- |
6.03.12 |
Dividend Paid |
(67.409) |
- |
6.04 |
Exchange and monetary variations, net |
(99,263) |
(24,085) |
6.05 |
Net increase (decrease) in cash and cash equivalents |
306,630 |
853,749 |
6.05.01 |
Cash and cash equivalents at beginning of the period |
1,635,647 |
775,551 |
6.05.02 |
Cash and cash equivalents at end of the period |
1,942,277 |
1,629,300 |
27
(In thousands of Brazilian Reais)
Line code |
Line item |
Capital Stock |
Capital reserves, Options Granted and Treasury Shares |
Accumulated Losses |
Other Comprehensive Income |
Consolidated Equity |
Non-controlling Interests |
Total Consolidated Equity |
5.01 |
Opening balance |
2,356,295 |
767,818 |
(2,455,025) |
(18,162) |
650,926 |
567,574 |
1,218,500 |
5.03 |
Adjusted balance |
2,356,295 |
767,818 |
(2,455,025) |
(18,162) |
650,926 |
567,574 |
1,218,500 |
5.04 |
Shareholders capital transactions |
111,635 |
82,041 |
- |
- |
193,676 |
(479,229) |
(285,553) |
5.04.01 |
Capital increase |
116,403 |
- |
- |
- |
116,403 |
- |
116,403 |
5.04.02 |
Cost on Issued Shares |
(4,935) |
- |
- |
- |
(4,935) |
- |
(4,935) |
5.04.06 |
Dividend |
- |
- |
- |
- |
- |
(67,409) |
(67,409) |
5.04.08 |
Share-based payments |
- |
6,219 |
- |
- |
6,219 |
890 |
7,109 |
5.04.09 |
Capital increase by exercise of stock options |
167 |
- |
- |
- |
167 |
2,659 |
2,826 |
5.04.10 |
Gains on change on investment |
- |
1,852 |
- |
- |
1,852 |
2,826 |
4,678 |
5.04.11 |
Gains on investment sold - G.A. Smiles |
- |
73,970 |
- |
- |
73,970 |
37,949 |
111,919 |
5.04.14 |
Capital decrease of subsidiary |
- |
- |
- |
- |
- |
(456,144) |
(456,144) |
5.05 |
Total comprehensive income/loss |
- |
- |
(577,754) |
(77,875) |
(655,629) |
91,500 |
(564,129) |
5.05.01 |
Net loss for the period |
- |
- |
(577,754) |
- |
(577,754) |
91,500 |
(486,254) |
5.05.02 |
Other comprehensive income/loss |
- |
- |
- |
(77,875) |
(77,875) |
- |
(77,875) |
5.05.02.08 |
Other comprehensive results, net |
- |
- |
- |
(77,875) |
(77,875) |
- |
(77,875) |
5.07 |
Closing balance |
2,467,930 |
849,859 |
(3,032,779) |
(96,037) |
188,973 |
179,845 |
368,818 |
28
(In thousands of Brazilian Reais)
Line code |
Line item |
Capital Stock |
Capital Reserves, Options Granted and Treasury Shares |
Accumulated Losses |
Other Comprehensive Income |
Total Consolidated Equity |
Non-Controlling Interests |
Total Consolidated Equity |
5.01 |
Opening balance |
2,354,410 |
105,478 |
(1,658,478) |
(68,582) |
732,828 |
- |
732,828 |
5.03 |
Adjusted opening balance |
2,354,410 |
105,478 |
(1,658,478) |
(68,582) |
732,828 |
- |
732,828 |
5.04 |
Shareholders capital transactions |
1,885 |
619,260 |
- |
- |
621,145 |
469,464 |
1,090,609 |
5.04.06 |
Dividends paid by subsidiary |
- |
- |
- |
- |
- |
(8,040) |
(8,040) |
5.04.07 |
Interest on capital paid by subsidiary |
- |
- |
- |
- |
- |
(7,810) |
(7,810) |
5.04.08 |
Share-based payments |
1,885 |
4,983 |
- |
- |
6,868 |
403 |
7,271 |
5.04.09 |
Treasury shares sold |
- |
3,235 |
- |
- |
3,235 |
- |
3,235 |
5.04.10 |
Change on equity through Public Offer |
- |
611,042 |
- |
- |
611,042 |
484,911 |
1,095,953 |
5.05 |
Total comprehensive income |
- |
- |
(748,768) |
29,166 |
(719,602) |
43,483 |
(676,119) |
5.05.02 |
Other comprehensive income, net |
- |
- |
(748,768) |
29,166 |
(719,602) |
43,483 |
(676,119) |
5.05.02.07 |
Loss for the period |
- |
- |
(748,768) |
- |
(748,768) |
43,483 |
(705,285) |
5.05.02.08 |
Other comprehensive results, net |
- |
- |
- |
29,166 |
29,166 |
- |
29,166 |
5.07 |
Closing balance |
2,356,295 |
724,738 |
(2,407,246) |
(39,416) |
634,371 |
512,947 |
1,147,318 |
29
(In thousands of Brazilian Reais)
Current YTD |
Prior Year YTD | ||
Line code |
Line item |
01/01/2014 to 09/30/2014 |
01/01/2013 to 09/30/2013 |
7.01 |
Revenue |
7,837,780 |
6,696,960 |
7.01.02 |
Other revenue |
7,835,345 |
6,705,220 |
7.01.02.01 |
Passengers, cargo and other |
7,761,425 |
6,596,092 |
7.01.02.02 |
Other operating income |
73,920 |
109,128 |
7.01.04 |
Allowance/reversal for doubtful accounts |
2,435 |
(8,260) |
7.02 |
Acquired from third parties |
(5,102,302) |
(4,415,068) |
7.02.02 |
Material, power, third-party services and other |
(1,727,898) |
(1,407,352) |
7.02.04 |
Other |
(3,374,404) |
(3,007,716) |
7.02.04.01 |
Suppliers of fuel and lubrificants |
(2,888,275) |
(2,673,483) |
7.02.04.02 |
Aircraft insurance |
(16,079) |
(15,406) |
7.02.04.03 |
Sales and advertising |
(470,050) |
(318,827) |
7.03 |
Gross value added |
2,735,478 |
2,281,892 |
7.04 |
Retentions |
(369,183) |
(380,465) |
7.04.01 |
Depreciation, amortization and exhaustion |
(369,183) |
(380,465) |
7.05 |
Added value produced |
2,366,295 |
1,901,427 |
7.06 |
Value added received in transfer |
287,442 |
382,743 |
7.06.01 |
Equity in subsidiaries |
(2,170) |
- |
7.06.02 |
Financial income |
289,612 |
382,743 |
7.07 |
Total wealth for distribution |
2,653,737 |
2,284,170 |
7.08 |
Wealth for distribution |
2,653,737 |
2,284,170 |
7.08.01 |
Employees |
966,907 |
902,000 |
7.08.02 |
Taxes |
521,945 |
451,929 |
7.08.03 |
Third-party capital remuneration |
1,651,139 |
1,592,043 |
7.08.04 |
Capital remuneration |
(486,254) |
(661,802) |
7.08.04.02 |
Dividend |
- |
15,850 |
7.08.04.03 |
Loss for the period |
(577,754) |
(705,285) |
7.08.04.04 |
Non-controlling interest |
91,500 |
27,633 |
30
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
1. General information
Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GLAI”) is a publicly-listed company established on March 12, 2004, in accordance with the Brazilian Corporate Laws. The Company is engaged in controlling its subsidiaries: (i) VRG Linhas Aéreas S.A. (“VRG”), which essentially explores (a) the regular and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally, according to the concessions granted by the competent authorities; and (b) complementary activities of flight transport services provided in its bylaws; and (ii) Smiles S.A., which mainly operates (a) the development and management of its own or third party’s customer loyalty program, and (b) sale of redemption rights of awards related to the loyalty program.
Additionally, the Company is the direct parent Company of the wholly-owned subsidiaries GAC Inc. (“GAC”), Gol Finance (“Finance”), Gol LuxCo S.A. (“Gol LuxCo”), Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”) and indirect parent Company of Webjet Linhas Aéreas S.A. ("Webjet").The Company’s shares are traded on São Paulo Stock Exchange - BM&FBOVESPA and on the New York Stock Exchange - NYSE. The Company adopted Differentiated Corporate Governance Practices of Level 2 from BM&FBOVESPA and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created to identify companies committed to the differentiated corporate governance practices.
2. Approval and summary of significant accounting policies applied in preparing the interim financial information
The interim Financial Information was authorized for issuance at the Board of Directors’ meeting held on November 11, 2014. The Company’s registered Office is at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.
2.1. Basis of preparation
The Consolidated Interim Financial Information was prepared for the three and nine-month period ended September 30, 2014 in accordance with International Accounting Standards (“IAS”) n.34, and with corresponding Brazilian technical pronouncement CPC 21 (R1) which comprises the interim financial report.
IAS 34 requires the use of certain accounting estimates by Company’s Management. The consolidated interim financial information was prepared based on historical cost, except for certain financial assets and liabilities measured at fair value.
31
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
2. Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)
2.1. Basis of preparation (Continued)
The Individual Interim Financial Information was prepared in accordance with the technical pronouncement CPC 21 (R1) which comprises the interim financial reporting.
The Individual Interim Financial information measures investments in subsidiaries by the equity method, according to Brazilian legislation. Thus, the individual interim financial information is not in accordance with International Financial Reporting Standards (“IFRS”), which requires the valuation of these investments on the individual financial statements of the Parent Company at fair value or cost.
This Individual and Consolidated Interim Financial Information do not include all the information and disclosure items required in the consolidated annual financial statements and, therefore, it must be read along with the consolidated financial statements referring to the year ended December 31, 2013 filed on March 25, 2014, which were prepared in accordance with Brazilian accounting practices and IFRS. There were no changes in accounting policies adopted during the period from December 31, 2013 to September 30, 2014.
The shareholder’s equity individual and consolidated quarterly financial information do not present differences on its composition, except in respect of the non-controlling interest in Smiles S.A., highlighted in the consolidated equity.
The non-financial information included on this Individual and Consolidated Interim Financial Information, such as sales volume, agreement information, forecasts, insurance, among others, have not been audited.
2.2. New accounting estimates, changes and assumptions
a) Applicable as of January 01, 2014
· Investment Entities (IFRS 10, 12 and IAS 12): provides an exception to the consolidation requirements to entities that fits in the definition of an investment entity in accordance with IFRS 10. The exception requires that the entities measure its subsidiaries at fair value through profit or loss. The Company’s management concluded that this review did not affect its interim financial information, since none of its entities qualifies as an investment entity.
32
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
2. Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)
2.2. New accounting estimates, changes and assumptions (Continued)
a) Applicable as of January 01, 2014 (Continued)
· IAS 32 Offsetting Financial assets and liabilities - Review on IAS 32: These reviews clarifies the meaning of “currently have the legal right to offset known amounts” and the requirements of the non-simultaneous settlement to qualify for compensation. The Company’s management concluded that this review did not affect its interim financial information.
· IFRIC 21 Taxes: Clarifies when an entity should recognize a tax liability as the tax payment operation occurs. For taxes that require the payment from a metric achievement, the interpretation indicated that no liability should be recognized until its metric is reached. The Company’s management concluded that this review did not affect its interim financial information.
· IAS 39 Derivatives Renovation and Continued Hedge Accounting - Review on IAS 39: Assuage the discontinuing of the hedge accounting when the renovation of a derivative designated as hedge reaches certain criteria. The Company’s management concluded that this review did not affect its interim financial information.
b) Issued by IASB but not applicable to the date of this interim financial information, and not early adopted by the Company
New standards
· IFRS 9 Financial Instruments: As issued, reflects the first phase of the work of the IASB in order to replace the IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard would initially be applied to fiscal periods beginning on or after January 1, 2013, but the pronouncement “Amendments to IFRS 9 Mandatory effective Date of IFRS 9 and Transition Disclosures”, issued on December 2011, has postponed its term to January 1, 2015. On subsequent phases, the IASB will address issues such as hedge accounting and provision for losses on financial assets. The adoption of the first phase of IFRS 9 will have an impact on the classification and valuation of the Company's financial assets, but will not impact the classification and measurement of financial liabilities. The Company will quantify the effect in conjunction with the effects of the remaining stages of the IASB project, once the final rule is issued consolidated.
33
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
2. Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)
2.2. New accounting estimates, changes and assumptions (Continued)
b) Issued by IASB but not applicable to the date of this interim financial information, and not early adopted by the Company (Continued)
New standards (Continued)
· IFRS 15 Revenue from customers’ agreements: Establishes a five-step model that the income earned from a contract with the client, regardless of the type of revenue or industry. Applies to all revenue agreements and provides a model for the recognition and measurement of gains or losses on the sale of certain non-financial assets that are not related to the ordinary activities of the entity (for example, sales of property, plant and equipment or intangible). Extensive disclosures are also required by this standard. This statement shall be applied for annual periods beginning on or after January 1, 2017, with earlier application allowed.
Amendments to existing standards
· IFRS 5 Non-current assets held for sale and discontinued operations - Changes in the settlement method: Clarifies that the change of method of the settlement of the property, either by sale or by distribution to its owners, should not be considered as a new plan of alienation, but rather a continuation of the original plan. Thus, there is no interruption in the application of the requirements of IFRS 5. The amendment also clarifies that the change of the settlement method does not change the date of classification. This amendment should be applied prospectively for changes in the method of alienation occurring in annual periods beginning on or after 1 January 2016, with earlier application allowed.
· IFRS 7 Financial instruments (Disclosure) - Service agreements: Clarifies that a service agreement that includes an administration fee may be characterized as a continuing involvement in some financial asset. An entity should evaluate the nature of the fee arrangement as guidance in paragraphs 7.B30 IFRS and IFRS 7.42C, in order to assess the required disclosures. This change should be applied for annual periods beginning on or after 1 January 2016, with earlier application allowed.
34
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
2. Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)
2.2. New accounting estimates, changes and assumptions (Continued)
b) Issued by IASB but not applicable to the date of this interim financial information, and not early adopted by the Company (Continued)
Amendments to existing standards (Continued)
· IFRS 7 Financial instruments (Disclosure) - Applicability of disclosures offset to the condensed financial statements: The amendment removes the expression "and interim periods within those annual periods" of paragraph 44.R, clarifying that these disclosure requirements of IFRS 7 are not required to condensed financial statements. However, IAS 34 requires an entity to disclose "an explanation of events and transactions that are significant to an understanding of changes in financial position and performance of the entity since the end of the last year." So, if the disclosures in IFRS 7 reflect a significant update to the information contained in the latest annual report, it is expected that they are included in the condensed financial statements. This amendment should be applied retrospectively for annual periods beginning on or after 1 January 2016, with earlier application allowed.
· IAS 19 Employee benefits - Discount rate, regional market issuance: The amendment clarifies that high quality corporate bonds should be evaluated based on the currency which the obligation is denominated, rather than the currency of the country where the obligation remains. When there is no bond market of high quality on the currency, public debt rates should be used. This amendment should be applied for annual periods beginning on or after 1 January 2016, with earlier application allowed.
· IAS 34 Interim financial statements - Disclosures "elsewhere in the interim financial statements": Establishes that the interim disclosures should be included or necessary in the interim financial statements or incorporated by reference in the interim financial statements and wherever they are included within the information intermediary (for example, the management report or risk report). This amendment should be applied retrospectively for annual periods beginning on or after 1 January 2016, with earlier application allowed.
The Company intends to adopt those standards when it becomes effective by disclosing and recognizing the impacts on the interim financial information that may occur when the application of such standards.
There are no other standards and interpretations issued but not yet adopted that, in Management's opinion, have a significant impact on net income or equity issued by the Company.
35
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
3. Seasonality
The Company expects that revenues and profits from its flights reach the highest levels during the summer and winter vacation periods, in January and July, respectively, and during the last two weeks of December, during the season holidays. Given the high portion of fixed costs, this seasonality tends to result in fluctuations in our operational quarter-on-quarter income.
4. Cash and cash equivalents
|
Individual |
Consolidated | ||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Cash and bank deposits |
64,402 |
320,276 |
493,222 |
667,985 |
Cash equivalents |
327,401 |
23,517 |
1,449,055 |
967,662 |
391,803 |
343,793 |
1,942,277 |
1,635,647 | |
The cash equivalents breakdown is as follows:
Individual |
Consolidated | |||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Private bonds |
326,610 |
19,471 |
1,032,938 |
537,196 |
Government bonds |
- |
271 |
- |
65,673 |
Investment funds |
791 |
3,775 |
416,116 |
364,793 |
327,401 |
23,517 |
1,449,055 |
967,662 |
As of September 30, 2014, the cash equivalents were represented by private bonds (Bank Deposit Certificates - “CDBs”), buy-back transactions and time deposits paid at post fixed rates ranging between 85% and 104% of the Interbank Deposit Certificate Rate (“CDI”).
The investment funds were represented primarily by government bonds paid at a weighted average rate of 92% of the CDI rate.
The investment funds classified as cash equivalents have immediate liquidity and, according to the Company analysis, can be converted to a known amount of cash with insignificant risk of change in its value.
Repatriation of the generated cash in Venezuela
On January 23, 2014, the Venezuela government announced that the airline companies could request the repatriation of their resources generated by sales in Venezuela through CADIVI ("Comisión de Administración de Divisas") by the official rate of BS 6.30/US$1.00. This rate experienced a level increase and the rate as of September 30, 2014 was BS 12.00/US$1.00. The exchange variation control in Venezuela is determined on a weekly basis by its Federal Reserve (SICAD).
36
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
4. Cash and cash equivalents (Continued)
Repatriation of the generated cash on Venezuela (Continued)
Given this increase, the Company recorded a currency depreciation justified by the intention to repatriate its values related to the operations performed in Venezuela as of January, 2014. During the three-month period ended September 30, 2014, the Company repatriated the amount of BS 227,220 (US$20,226) at weighted average rate of BS 11.23/US$1.00, equivalent to R$47,300.
The total amount of the cash in Venezuela as of September 30, 2014 was R$399,291, which the portion accrued as an impairment from the Venezuelan Bolívar related to U.S. Dollar was R$82,227 with counterpart on "Foreign exchange variation, net" (see Note 28). The net recoverable balance of R$317,064 is recorded as “Cash and bank deposits”, which R$130,949 is related to the operations performed in 2014 and R$186,115 is related to the operation performed in 2013.
The register is subject to future changes due to the doubtful economic scenario in Vezenuela, with the possibility of new limitations in the cash flows by CADIVI or sanctions by the government that may difficult the cash repatriation of the amounts.
5. Short-term investments
Individual |
Consolidated | |||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Private bonds |
174,094 |
- |
187,608 |
554,032 |
Government bonds |
- |
929 |
112,635 |
88,596 |
Investment funds |
- |
1,595 |
136,827 |
512,989 |
174,094 |
2,524 |
437,070 |
1,155,617 |
As of September 30, 2014, the private bonds comprise financial letters with first-rate financial institutions, paid at a weighted average rate of 102% of the CDI rate.
Investment funds and government bonds are represented primarily by government bonds LTN, NTN and LFT paid at a weighted average of 100% of CDI rate.
37
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
6. Restricted cash
Individual |
Consolidated | |||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Margin deposits for hedge transactions (a) |
- |
- |
98,560 |
29,845 |
Deposits in guarantee of letter of credit - Safra (b) |
- |
- |
41,092 |
75,681 |
Escrow deposits - Bic Banco (c) |
21,131 |
19,917 |
69,517 |
57,923 |
Escrow deposits - Leasing (d) |
- |
- |
69,167 |
- |
Escrow deposits - Debentures (e) |
- |
- |
56,725 |
- |
Guarantee deposits of forward transactions (e) |
- |
- |
- |
88,410 |
Other deposits |
476 |
292 |
2,129 |
2,597 |
21,607 |
20,209 |
337,190 |
254,456 | |
|
|
|
| |
Current (f) |
7 |
7 |
56,732 |
88,417 |
Noncurrent |
21,600 |
20,202 |
280,458 |
166,039 |
(a) Denominated in U.S. Dollar, remunerated by libor rate (average remuneration of 0.5% p.a.).
(b) The guarantee amount is related to Webjet’s loan (See Note 18).
(c) The amount of R$21,131 on the individual Company and which comprises the consolidated balance is related to a contractual guarantee for STJ’s PIS and COFINS proceeding, paid to GLAI as detailed in Note 24c) and existing notes guarantees.
(d) Is related to a credit letter of operational leasings of aircraft.
(e) Is related to debentures issued by the subsidiary Smiles at fair value, classified as current assets. For further information, see Note 18.
(f) As of December 31, 2013, the Company held escrow deposits of forward transactions applied in LTN and LFT (average remuneration of 9.7% p.a.) classified as current assets. These operations were fully paid during the nine-month period ended September 30, 2014.
38
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
7. Trade receivable
|
Consolidated | |
|
09/30/2014 |
12/31/2013 |
Local currency: |
|
|
Credit card administrators |
181,854 |
74,359 |
Travel agencies |
255,204 |
175,723 |
Installment sales |
43,768 |
45,475 |
Cargo agencies |
34,269 |
32,339 |
Airline partners companies |
30,706 |
20,544 |
Other (a) |
33,343 |
21,153 |
579,144 |
369,593 | |
Foreign currency: |
|
|
Credit card administrators |
25,604 |
27,156 |
Travel agencies |
10,172 |
11,881 |
Cargo agencies |
24 |
1,321 |
35,800 |
40,358 | |
614,944 |
409,951 | |
|
| |
Allowance for doubtful accounts |
(82,666) |
(85,101) |
|
532,278 |
324,850 |
|
|
|
Current |
532,277 |
324,821 |
Noncurrent (b) |
1 |
29 |
(a) From the total amount of R$33,343, R$16,519 is related to Air France-KLM investment to be received on June, 2015. For further information, see Note 12e.
(b) The portion of noncurrent trade receivables is recorded in “Other receivables” in noncurrent assets and corresponds to installment sales from the Voe Fácil Program, with maturity over 360 days.
The aging list of accounts receivable is as follows:
Consolidated | ||
09/30/2014 |
12/31/2013 | |
Falling due |
455,517 |
280,271 |
Overdue until 30 days |
19,147 |
17,778 |
Overdue 31 to 60 days |
6,465 |
6,864 |
Overdue 61 to 90 days |
3,689 |
6,196 |
Overdue 91 to 180 days |
29,336 |
5,830 |
Overdue 181 to 360 days |
15,399 |
12,464 |
Overdue above 360 days |
85,391 |
80,548 |
614,944 |
409,951 |
39
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
7. Trade receivable (Continued)
The average collection period of installment sales is 6 months and a 6.99% monthly interest is charged on the receivable balance, recognized in financial result. The average collection period of the other receivables is 127 days (122 days as of December 31, 2013).
The changes in the allowance for doubtful accounts are as follows:
|
Consolidated | |
|
09/30/2014 |
12/31/2013 |
Balance at beginning of the period |
(85,101) |
(80,712) |
Additions |
(12,544) |
(32,849) |
Unrecoverable amounts |
7,470 |
8,119 |
Recoveries |
7,509 |
20,341 |
Balance at the end of the period |
(82,666) |
(85,101) |
8. Inventories
|
Consolidated | |
|
09/30/2014 |
12/31/2013 |
Consumables |
22,487 |
19,601 |
Parts and maintenance materials |
120,923 |
105,649 |
Advances to suppliers |
487 |
286 |
Others |
4,954 |
3,835 |
Provision for obsolescence |
(12,252) |
(12,227) |
136,599 |
117,144 |
The changes in the allowance for inventory obsolescence are as follows:
|
Consolidated | |
|
09/30/2014 |
12/31/2013 |
Balance at the beginning of the period |
(12,227) |
(17,591) |
Additions |
(104) |
(3,702) |
Write-off and reversal |
79 |
9,066 |
Balance at the end of the period |
(12,252) |
(12,227) |
40
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
9. Deferred and recoverable taxes
a) Recoverable taxes
|
Individual |
Consolidated | ||
|
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 |
|
|
|
| |
ICMS |
- |
- |
38,180 |
32,205 |
Prepaid IRPJ and CSSL |
27,346 |
37,124 |
54,699 |
46,389 |
IRRF |
571 |
1,845 |
7,960 |
26,505 |
PIS and COFINS |
- |
- |
4,910 |
2,177 |
Withholding tax of public institutions |
- |
- |
13,524 |
8,693 |
Value added tax - IVA |
- |
- |
9,066 |
6,544 |
Income tax on imports |
640 |
591 |
745 |
2,741 |
Others |
- |
- |
710 |
407 |
Total recoverable taxes - current |
28,557 |
39,560 |
129,794 |
125,661 |
|
|
|
|
|
Current assets |
9,422 |
9,991 |
60,648 |
52,124 |
Noncurrent assets |
19,135 |
29,569 |
69,146 |
73,537 |
41
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
9. Deferred and recoverable taxes (Continued)
b) Deferred taxes - long term
GLAI |
VRG |
Smiles |
Consolidated | |||||||||
09/30/2014 |
|
12/31/2013 |
09/30/2014 |
|
12/31/2013 |
09/30/2014 |
|
12/31/2013 |
09/30/2014 |
|
12/31/2013 | |
|
|
|
|
|
|
|
|
|
|
|
| |
Tax losses |
39,475 |
|
39,475 |
394,045 |
|
394,045 |
- |
|
- |
433,520 |
|
433,520 |
Negative basis of social contribution |
14,211 |
|
14,211 |
141,857 |
|
141,857 |
- |
|
- |
156,068 |
|
156,068 |
|
|
|
|
|
|
|
|
|
|
|
| |
Temporary differences: |
|
|
|
|
|
|
|
|
|
|
|
|
Mileage program |
- |
|
- |
55,982 |
|
94,540 |
- |
|
- |
55,982 |
|
94,540 |
Allowance for doubtful accounts and other credits |
- |
|
- |
88,734 |
|
73,200 |
226 |
|
100 |
88,960 |
|
73,300 |
Provision for losses on VRG’s acquisition |
- |
|
- |
143,350 |
|
143,350 |
- |
|
- |
143,350 |
|
143,350 |
Provision for legal and tax liabilities |
1,198 |
|
1,219 |
42,502 |
|
48,434 |
135 |
|
36 |
43,835 |
|
49,689 |
Aircraft return |
- |
|
- |
94,114 |
|
85,350 |
- |
|
- |
94,114 |
|
85,350 |
Derivative transactions not settled |
- |
|
- |
64,725 |
|
15,727 |
- |
|
- |
64,725 |
|
15,727 |
Tax benefit due to goodwill incorporation (a) |
- |
|
- |
- |
|
- |
62,000 |
|
72,942 |
62,000 |
|
72,942 |
Flight rights |
- |
|
- |
(353,226) |
|
(353,226) |
- |
|
- |
(353,226) |
|
(353,226) |
Maintenance deposits |
- |
|
- |
(139,581) |
|
(140,246) |
- |
|
- |
(139,581) |
|
(140,246) |
Depreciation of engines and parts for aircraft maintenance |
- |
|
- |
(163,343) |
|
(158,775) |
- |
|
- |
(163,343) |
|
(158,775) |
Reversal of goodwill amortization on VRG’s acquisition |
- |
|
- |
(127,659) |
|
(127,659) |
- |
|
- |
(127,659) |
|
(127,659) |
Aircraft leasing |
- |
|
- |
33,978 |
|
34,764 |
- |
|
- |
33,978 |
|
34,764 |
Others (b) |
(1,671) |
|
93 |
130,587 |
|
94,911 |
11,471 |
|
4,230 |
154,947 |
|
108,813 |
Total deferred tax and social contribution - noncurrent |
53,213 |
|
54,998 |
406,065 |
|
346,272 |
73,832 |
|
77,308 |
547,670 |
|
488,157 |
(a) Related to the tax benefit from the reverse incorporation of the G.A. Smiles Participações S.A. by the Company’s subsidiary Smiles S.A. Under the terms of the current legislation, the goodwill generated by the operation will be a deductible expense on the Income Tax and Social Contribution calculation.
(b) The portion of taxes on Smiles unrealized profit in the amount of R$14,560 is registered directly in the consolidated column (R$9,579 as of December 31, 2013).
42
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
9. Deferred and recoverable taxes (Continued)
b) Deferred taxes - long term (Continued)
The Company and its direct subsidiary VRG and indirect subsidiary Webjet have tax losses and negative basis of social contribution in the calculation of taxable income, to compensate with 30% of annual taxable profits, without time limit for expiration, in the following amounts:
|
Individual (GLAI) |
Direct subsidiary (VRG) |
Indirect subsidiary (Webjet) | ||||||
|
09/30/2014 |
|
12/31/2013 |
09/30/2014 |
|
12/31/2013 |
09/30/2014 |
|
12/31/2013 |
Tax losses |
235,907 |
|
235,907 |
2,951,550 |
|
2,602,369 |
765,800 |
|
712,849 |
Negative basis of social contribution |
235,907 |
|
235,907 |
2,951,550 |
|
2,602,369 |
765,800 |
|
712,849 |
As of September 30, 2014, the tax credits arising from tax loss carryforwards and negative social contribution basis were valued based on the reasonably expected generation of future taxable income of the parent Company and its subsidiaries, subject to legal limitations.
Estimated recovery of deferred tax assets was based on taxable income projections, considering the assumptions above and several financial assumptions, business and internal and external factors considered at the end of the period. Consequently, the estimates may be subject to not materialize in the future, due to the uncertainties inherent in these estimates.
The Company and its subsidiaries hold the total amount of R$1,334,107, of which R$80,208 is related to its parent Company GLAI and R$1,263,899 is related to its subsidiaries VRG and Webjet.
The forecasts of the parent Company GLAI and the indirect subsidiary Webjet did not present sufficient taxable profits to be realized over the next 10 years and, as a result, a provision was recorded for unrealizable loss tax credits of R$26,522 for GLAI and R$260,372 for Webjet. For the subsidiary VRG such forecasts indicate sufficient taxable profits for such to be realized in the next 10 years. However, due to tax losses presented during the recent years, the Administration conducted a sensitivity analysis on the forecast results, and considering significant changes in the macroeconomic scenario, registered the deferred tax assets on tax losses based on the lowest value obtained in this analysis. As a result, the Company and its subsidiaries did not recognized of R$467,625 in its subsidiary VRG.
The Company’s management considers that the deferred assets recognized as of September 30, 2014 arising from temporary differences will be realized when the provisions are settled and the related future events are resolved.
43
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
9. Deferred and recoverable taxes (Continued)
b) Deferred taxes - long term (Continued)
|
Individual | ||||||
|
Three-month period ended on |
|
Nine-month period ended on | ||||
|
09/30/2014 |
|
09/30/2013 |
|
09/30/2014 |
|
09/30/2013 |
Loss before income tax and social contribution |
(269,836) |
|
(223,315) |
|
(575,191) |
|
(745,286) |
Combined tax rate |
34% |
|
34% |
|
34% |
|
34% |
Income tax credits at the combined tax rate |
91,744 |
|
75,927 |
|
195,565 |
|
253,397 |
Adjustments to calculate the effective tax rate: |
|
|
|
|
|
|
|
Equity in subsidiaries |
(4,945) |
|
(80,809) |
|
(139,589) |
|
(221,135) |
Tax losses from subsidiaries |
(34,651) |
|
5,022 |
|
(38,877) |
|
2,755 |
Income tax on permanent differences and others |
5 |
|
(4,781) |
|
17 |
|
(8,351) |
Nontaxable revenues (nondeductible expenses), net |
(772) |
|
(43) |
|
(7,118) |
|
(152) |
Exchange differences on foreign investments |
(54,887) |
|
7,605 |
|
(10,797) |
|
(26,433) |
Interest on own capital |
- |
|
(3,563) |
|
- |
|
(3,563) |
Benefit on tax losses and temporary differences not constituted |
961 |
|
- |
|
(1,764) |
|
- |
Expense from income tax and social contribution |
(2,545) |
|
(642) |
|
(2,563) |
|
(3,482) |
|
|
|
|
|
|
| |
Current income tax and social contribution |
- |
|
(1,423) |
|
- |
|
(3,408) |
Deferred income tax and social contribution |
(2,545) |
|
781 |
|
(2,563) |
|
(74) |
(2,545) |
|
(642) |
|
(2,563) |
|
(3,482) | |
Effective rate |
0.94% |
|
0.29% |
|
0.45% |
|
0.47% |
|
Consolidated | ||||||
|
Three-month period ended on |
|
Nine-month period ended on | ||||
|
09/30/2014 |
|
09/30/2013 |
|
09/30/2014 |
|
09/30/2013 |
Loss before income tax and social contribution |
(282,925) |
|
(149,751) |
|
(400,104) |
|
(615,561) |
Combined tax rate |
34% |
|
34% |
|
34% |
|
34% |
Income tax credits at the combined tax rate |
96,195 |
|
50,915 |
|
136,035 |
|
209,291 |
Adjustments to calculate the effective tax rate: |
|
|
|
|
|
|
|
Equity in subsidiaries |
(260) |
|
- |
|
(738) |
|
- |
Tax losses from subsidiaries |
(34,922) |
|
4,955 |
|
(39,737) |
|
2,687 |
Income tax on permanent differences and others |
500 |
|
(5,410) |
|
401 |
|
(9,753) |
Nontaxable revenues (nondeductible expenses), net |
4,117 |
|
(4,225) |
|
(53,887) |
|
(31,727) |
Exchange differences on foreign investments |
(75,536) |
|
10,253 |
|
(14,328) |
|
(14,991) |
Interest on own capital |
- |
|
2,655 |
|
- |
|
2,655 |
Benefit on tax losses and temporary differences not constituted |
47,703 |
|
(106,433) |
|
(113,896) |
|
(247,886) |
Expense from income tax and social contribution |
37,797 |
|
(47,290) |
|
(86,150) |
|
(89,724) |
|
|
|
|
|
|
| |
Current income tax and social contribution |
(30,198) |
|
(27,735) |
|
(104,253) |
|
(56,107) |
Deferred income tax and social contribution |
67,995 |
|
(19,555) |
|
18,103 |
|
(33,617) |
37,797 |
|
(47,290) |
|
(86,150) |
|
(89,724) | |
Effective rate |
- |
|
31.58% |
|
21.53% |
|
14.58% |
44
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
10. Prepaid expenses
|
Individual |
Consolidated | ||||
|
09/30/2014 |
|
12/31/2013 |
09/30/2014 |
|
12/31/2013 |
Deferred losses from sale-leaseback transactions (a) |
- |
|
- |
28,591 |
|
35,449 |
Prepaid hedge |
- |
|
- |
- |
|
1,532 |
Prepaid lease |
- |
|
- |
42,003 |
|
27,238 |
Prepaid insurance |
- |
|
438 |
1,045 |
|
16,970 |
Prepaid commissions |
- |
|
- |
18,547 |
|
18,509 |
Others (b) |
- |
|
- |
11,576 |
|
7,483 |
- |
|
438 |
101,762 |
|
107,181 | |
|
|
|
|
|
| |
Current |
- |
|
438 |
81,445 |
|
80,655 |
Noncurrent |
- |
|
- |
20,317 |
|
26,526 |
(a) During the years 2007, 2008, and 2009, the Company recorded losses from sale-leaseback transactions performed by its subsidiary GAC Inc. related to 9 aircraft in the amount of R$89,337. These losses were deferred and are being amortized proportionally to the payments of the respective lease contracts during the contractual term of 120 months. Further information related to the sale-leaseback transactions is described in Note 30b.
(b) Includes the amount of R$6,595 related to the agreement with Confederação Brasileira de Futebol (“CBF”) signed in 2013, for the sponsorship and transportation of the Brazilian soccer team and other participating teams in the Brazilian cup and championship, with maturity in the year 2017.
11. Deposits
Individual |
Consolidated | |||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Escrow deposits (a) |
25,793 |
20,170 |
249,107 |
217,540 |
Maintenance deposits (b) |
- |
- |
410,571 |
412,488 |
Deposits in guarantee for lease agreements (c) |
- |
- |
256,719 |
217,680 |
25,793 |
20,170 |
916,397 |
847,708 |
a) Escrow deposits
Deposits and blocked escrows represent guarantees of lawsuits related to tax, civil and labor claims deposited in escrow until the resolution of the related claims. Part of the blocked amount in escrow is related to civil and labor claims arising on the succession orders on claims against Varig S.A. and proceedings filed by employees that are not related to the Company or any related party (third-party claims). As the Company is not correctly classified as the defendant of these lawsuits, whenever such blockages occur, the exclusion of such is requested in order to release the resources. As of September 30, 2014 the blocked amounts regarding the Varig’ succession and the third-party lawsuits are R$84,689 and R$65,818 respectively (R$71,457 and R$52,343 as of December 31, 2013, respectively).
45
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
11. Deposits (Continued)
b) Maintenance deposits
The Company and its subsidiaries VRG and Webjet made deposits in U.S. Dollars for maintenance of aircraft and engines that will be used in future events as set forth in some leasing contracts.
The maintenance deposits do not exempt the Company and its subsidiaries, as lessee, neither from the contractual obligations relating to the maintenance of the aircraft nor from the risk associated with maintenance activities. The Company and its subsidiaries hold the right to select any of the maintenance service providers or to perform such services internally.
c) Deposits in guarantee for lease agreements
As required by the lease agreements, the Company and its subsidiaries hold guarantee deposits in U.S. Dollars on behalf of the leasing companies, whose full refund occurs upon the contract expiration date.
12. Transactions with related parties
a) Loan agreements - Noncurrent assets and liabilities
Parent Company
The Company maintains loan agreements, assets and liabilities, with its subsidiary VRG without interest, maturity or guarantees prescribed, as set forth below:
Asset |
Liability | |||||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |||
GLAI with VRG |
50,606 |
49,961 |
- |
- | ||
GAC with VRG* |
- |
|
- |
119,453 |
|
113,741 |
LuxCo with VRG |
- |
|
- |
16,260 |
|
- |
|
50,606 |
|
49,961 |
135,713 |
|
113,741 |
(*) The values that the Company maintains with GAC and Finance, subsidiaries abroad, are subject to exchange rate variations on U.S. Dollars.
Additionally, the Parent Company holds loans between: Finance (asset) with Gol LuxCo (liability) and Gol LuxCo (asset) with GAC (liability) in the amount of R$537,299. These transactions are eliminated by the Company, since the entities are offshore and are considered an extension of the Company’s operations.
46
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
12. Transactions with related parties (Continued)
b) Transportation services and consulting
Parent Company
During the nine-month period ended September 30, 2014, VRG transferred to LuxCo assumed the debt of the Senior Bond maturing in 2023, as described in Note 18. As counterpart, besides the receiving of the financial resources in the amount of R$86,231, LuxCo also signed with VRG a liability agreement in the amount of R$16,260, which corresponds to the remaining amount of the obligation. All the agreements related to transportation and consulting services are held by the Company’ subsidiary VRG. The related parties for these services are:
i. Breda Transportes e Serviços S.A. for passenger and luggage transportation services between airports, and transportation of employees, expiring on May 31, 2015, renewable every 12 months for additional equal terms through an amendment instrument signed by the parties, annually adjusted based on the IGP-M fluctuation (General Market Price Index from Getulio Vargas Foundation).
ii. União Transporte de Encomendas e Comércio de Veículos Ltda., expiring on December 29, 2015 for the operation of the Gollog franchise in Passos/MG.
iii. Vaud Participações S.A. to provide executive administration and management services, expiring on October 01, 2016.
As of September 30, 2014, balances payable to related companies amounting to R$3,582 (R$1,008 as of December 31, 2013) are included in the balance of accounts payables and substantially refers to the payment to Breda Transportes e Serviços S.A. for passenger transportation services.
During the nine-month period ended on September 30, 2014, the subsidiary VRG recognized the total expenses related to these services of R$10,146 (R$9,897 as of September 30, 2013).
c) Contracts account opening UATP (“Universal Air Transportation Plan”) to grant credit limit
In September 2011, the subsidiary VRG entered into agreements with related parties Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda., both with no expiration date, with the purpose of the issuance of credits in the amounts of R$20 and R$40, respectively, to be used in the UATP (Universal Air Transportation Plan) system. The UATP account (virtual card) is accepted as a payment method on the purchase of airline tickets and related services, seeking to simplify the billing and facilitate the payment between participating companies.
47
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
12. Transactions with related parties (Continued)
d) Financing contract for engine maintenance
The subsidiary VRG has a line of funding for maintenance of engines services, which disbursement occurs through the issuance of Guaranteed Notes. As of September 30, 2014, VRG holds two series of Guaranteed Notes for maintenance of engines, issued on March 11, 2013 and February 14, 2014, maturing in 2 years. During the nine-month period ended September 30, 2014 the spending on engine maintenance conducted by Delta Air Lines was R$79,577 (R$84,180 as of September 30, 2013).
e) Financing contract for engine maintenance
On February 19, 2014, the Company signed an exclusive strategic partnership for long-term business cooperation with Airfrance-KLM with the purpose of the sales activities improvements and codeshare expansion and mileage programs benefts between the companies for the customers in the Brazilian and European market. The agreement provides the incentive investment in the Company in the amount of R$112,152, which payment is divided in three installments: the first installments in the amount of R$74,506 was received during the nine-month period ended September 30, 2014, the second and the third installments, both in the amount of R$16,519, will be received in June 2015 and 2016, respectively. The agreement will mature within 5 years and the installments will be amortized monthly. On June 30, 2014, the company has deffered revenue in the amount of R$13,661 and R$85,684 recorded as “Other Liabilities” in the current and non-current liability, respectively.
f) Key management personnel payments
|
Consolidated | ||||||
|
Three-month period ended on |
|
Nine-month period ended on | ||||
09/30/2014 |
|
09/30/2013 |
|
09/30/2014 |
|
09/30/2013 | |
Salaries and benefits |
10,825 |
|
2,740 |
|
20,806 |
|
10,415 |
Related taxes |
2,208 |
|
435 |
|
3,057 |
|
1,670 |
Share-based payments |
2,256 |
|
482 |
|
3,159 |
|
1,998 |
15,289 |
|
3,657 |
|
27,022 |
|
14,083 |
As of September 30, 2014, the Company did not offer postemployment benefits, and there are no severance benefits or other long-term benefits for the Management or other employees.
48
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
13. Share-based payments
As of September 30, 2014, the Company holds two share-based payment plans offered to its management personnel: the Stock Option Plan and the Restricted Shares Plan. Both these plans are offered in order to stimulate and promote the alignment of the goals of the Company, management and employees, mitigate the risks in value created for the Company resulting from the loss of their executives and strengthen the commitment and productivity of these executives to long-term results.
GLAI
a) The Stock Option Plan
The Company’s Stock Options Plan had changes approved by the Company’s Annual Shareholders’ Meeting held on April 30, 2010. The beneficiaries of the shares are allowed to purchase the option after 3 years from the grant date, with an acquisition condition that the beneficiary maintains its employment relationship up to the end of this period.
For plans granted beginning 2010, 20% of the options become vested as from the first year, an additional 30% as from the second, and the remaining 50% as from the third year. On all the granted plans, the options may also be exercised within 10 years after the grant date.
The information regarding the stock options as of September 30, 2014 is as follows:
Outstanding options |
Exercisable options | ||||
Range of exercise prices |
Outstanding options |
Average remaining maturity (in years) |
Average exercise price |
Options exercisable |
Average exercise price |
33.06 |
4,965 |
1 |
33.06 |
4,965 |
33.06 |
47.30 |
13,220 |
2 |
47.30 |
13,220 |
47.30 |
65.85 |
14,962 |
3 |
65.85 |
14,962 |
65.85 |
45.46 |
41,749 |
4 |
45.46 |
41,749 |
45.46 |
10.52 |
20,414 |
5 |
10.52 |
20,414 |
10.52 |
20.65 |
1,097,811 |
6 |
20.65 |
1,097,811 |
20.65 |
27.83 |
1,011,614 |
7 |
27.83 |
1,011,614 |
27.83 |
12.81 |
545,299 |
9 |
12.81 |
438,512 |
12.81 |
12.76 |
593,777 |
9 |
12.76 |
401,463 |
12.76 |
11.31 |
499,042 |
10 |
11.31 |
42,973 |
11.31 |
10.52-65.85 |
3,842,853 |
7.61 |
19.50 |
3,087,683 |
21.35 |
On August 12, 2014, the Company’s Board of Directors approved the issue of 653,130 new stock options to its beneficiaries related to the year 2014. On all the stock options, the expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on BM&FBOVESPA, and the fair value of the restricted shares granted was estimated on the grant date using the Black-Scholes pricing model, as follows:
49
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
13. Share-based payments (Continued)
GLAI (Continued)
a) The Stock Option Plan (Continued)
Stock Options Plan | ||||||||||||||||
Year of the option |
|
Date of the Board meeting |
Total options granted |
Exercise price of the option (In Reais) |
The fair value of the option at grant date (In Reais) |
Estimate volatility of share price |
Expected dividend |
Risk-free rate return |
Length of the option (in years) | |||||||
2005 |
|
12/09/2004 |
87,418 |
33.06 |
29.22 |
32.52% |
0.84% |
17.23% |
10 | |||||||
2006 |
|
01/02/2006 |
99,816 |
47.30 |
51.68 |
39.87% |
0.93% |
18.00% |
10 | |||||||
2007 |
|
12/31/2006 |
113,379 |
65.85 |
46.61 |
46.54% |
0.98% |
13.19% |
10 | |||||||
2008 |
|
12/20/2007 |
190,296 |
45.46 |
29.27 |
40.95% |
0.86% |
11.18% |
10 | |||||||
2009 (a) |
|
02/04/2009 |
1,142,473 |
10.52 |
8.53 |
76.91% |
- |
12.66% |
10 | |||||||
2010 (b) |
|
02/02/2010 |
2,774,640 |
20.65 |
16.81 |
77.95% |
2.73% |
8.65% |
10 | |||||||
2011 |
|
12/20/2010 |
2,722,444 |
27.83 |
16.07 (c) |
44.55% |
0.47% |
10.25% |
10 | |||||||
2012 |
|
10/19/2012 |
778,912 |
12.81 |
5.32 (d) |
52.25% |
2.26% |
9.00% |
10 | |||||||
2013 |
|
05/13/2013 |
|
802,296 |
|
12.76 |
|
6.54 (e) |
|
46.91% |
|
2.00% |
|
7.50% |
|
10 |
2014 |
|
08/12/2014 |
|
653,130 |
|
11.31 |
|
7.98 (f) |
|
52.66% |
|
3.27% |
|
11.00% |
|
10 |
(a) In April 2010 216,673 shares were granted in addition to the 2009 plan.
(b) In April 2010 additional options were approved totaling 101,894, referring to the 2010 plan.
(c) The fair value is calculated by the average value from R$16.92, R$16.11 and R$15.17 for the respective periods of vesting (2011, 2012 and 2013).
(d) The fair value is calculated by the average value from R$6.04, R$5.35 and R$4.56 for the respective periods of vesting (2012, 2013 and 2014).
(e) The fair value is calculated by the average value from R$7.34, R$6.58 and R$5.71 for the respective periods of vesting (2013, 2014 and 2015).
(f) The fair value is calculated by the average value from R$6.04, R$5.35 and R$4.56 for the respective periods of vesting (2014, 2015 and 2016).
The movement of the stock options for the nine-month period ended September 30, 2014 is as follows:
|
Total of stock options |
Weighted average exercise price |
|
|
|
Options outstanding as of December 31, 2013 |
3,463,462 |
20.66 |
Options granted |
653,130 |
11.31 |
Options exercised |
(6,194) |
- |
Options cancelled and adjustments in estimated lost rights |
(267,545) |
27.83 |
Options outstanding as of September 30, 2014 |
3,842,853 |
19.50 |
|
|
|
Number of options exercisable as of December 31, 2013 |
2,609,906 |
24.39 |
Number of options exercisable as of September 30, 2014 |
3,087,683 |
21.35 |
50
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
13. Share-based payments (Continued)
GLAI (Continued)
b) Restricted shares
The Restricted Shares Plan was approved on the Extraordinary General Meeting held on October 19, 2012, and the first grants were approved at the Board of Directors’ meeting on November 13, 2012. The transfer of the restricted shares will occur after 3 years from the grant date, with an acquisition condition that the beneficiary maintains its employment relationship up to the end of this period.
On August 12, 2014, the Company’s Board of Directors approved the issue of 804,073 new stock options to its beneficiaries related to the year 2014. The fair value of the restricted shares granted was estimated on the grant date using the Black-Scholes pricing model, as follows:
Restricted shares | |||||
Year of the share |
Date of the Board Meeting |
Total shares granted |
Fair value of the share at grant date (in Reais) |
Estimate volatility of share price |
Risk-free rate of return |
2012 |
11/13/2012 |
589,304 |
9.70 |
52.25% |
9.0% |
2013 |
05/13/2013 |
712,632 |
12.76 |
46.91% |
7.5% |
2014 |
08/12/2014 |
804,073 |
11.31 |
52.66% |
11.0% |
On July 15, 2014 the Company transferred 55,343 restricted shares to its beneficiaries, amounting R$759.
Smiles
a) The Stock Option Plan
On February 22, 2013, the Smiles’ Board of Directors, during the Extraordinary General Meeting, approved the grant of a stock options plan, and on August 08, 2013, the Company’s Board of Directors approved the grant of 260,20 to employees of its affiliate VRG.
On February 4, 2014, the Smiles S.A.’ Board of Directors approved the issue of 1,150,000 new stock options at a price of R$31.28 per share to the beneficiaries to the Plan. Until September 30, 2014, there was no grant approval of these shares to its beneficiaries.
51
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
13. Share-based payments (Continued)
Smiles (Continued)
a) The Stock Option Plan (Continued)
The expected volatility of Smiles shares is based on the historical volatility of 252 working days of the Bovespa index and the fair value of the shares was estimated on the grant date using the Black-Scholes option pricing model, as follows:
Stock Options Plan | ||||||||||||||||
Year of the share |
|
Date of the Board Meeting |
Total shares granted |
Exercise price of the option (In Reais) |
The fair value of the option at grant date (In Reais) |
Estimate volatility of share price |
Expected dividend |
|
Risk-free rate of return |
|
Length of the option (in years) | |||||
2013 |
|
08/08/2013 |
1,058,043 |
21.70 |
4.13 (a) |
36.35% |
6.96% |
7.40% |
10 | |||||||
2014 |
|
02/04/2014 |
|
1,150,000 |
|
31.28 |
|
4.90 (b) |
|
33.25% |
|
10.67% |
|
9.90% |
|
10 |
(a) The fair value calculated for the plan was R$4.84, R$4.20, R$3.73 and R$3.73 for the respective periods of vesting of 2013, 2014, 2015 and 2016.
(b) The fair value calculated for the plan was R$4.35, R$4.63, R$4.90, R$5.15 and R$5.17 for the respective periods of vesting from 2014 to 2018.
The movement of the stock options for the nine-month period ended September 30, 2014 is as follows:
Total of stock options |
Weighted average exercise price | |
Options outstanding as of December 31, 2013 |
1,058,043 |
21.70 |
Options cancelled and adjustments in estimated lost rights |
(524,760) |
26.66 |
Options granted |
1,150,000 |
31.28 |
Options exercised |
(223,522) |
21.70 |
Options outstanding as of June 30, 2014 |
1,459,761 |
27.46 |
Options exercised |
(111,835) |
11.91 |
Options outstanding as of September 30, 2014 |
1,347,926 |
28.75 |
For the nine-month period ended September 30, 2014, the Company recorded in shareholders' equity a result from share-based payments in the amount of R$6,219 related to Company’s shareholders, which R$1,069 is related to Smiles, and R$890 related to its non-controlling shareholders (R$4,983 related to Company’s shareholders and R$403 related to its non-controlling shareholders for the nine-month period ended September 30, 2013) for the plans presented above, being the corresponding entry in the income statement result classified as personnel costs.
52
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
14. Investments
Due to the changes in Law 6,404/76 introduced by Law 11,638/07, investments in foreign subsidiaries, GAC, Finance and Gol LuxCo were considered as an extension of the Company and are consolidated on a line by line basis on the individual company GLAI. Accordingly, only the subsidiaries Smiles, VRG and Gol Dominicana were considered as an investment.
On February 21, 2014, the subsidiary Smiles S.A., acquired 25% of the capital of Netpoints Fidelidade S.A., with consequent dilution of this portion to 21.25% on July, 2014. Accordingly, the consolidated investment balance was generated by this transaction. The change in investments during the nine-month period ended September 30, 2014 is as follows:
|
Individual |
Consolidated | ||||
Gol Dominicana |
VRG |
Smiles |
Total |
Netpoints | ||
Relevant information of the Company’s subsidiaries as of September 30, 2014: |
|
| ||||
Total number of shares |
- |
4,251,383,432 |
122,509,269 |
- |
60,492,404 | |
Capital |
6,225 |
3,343,381 |
137,996 |
- |
63,451 | |
Interest |
100.0% |
100.0% |
54.3% |
- |
21.3% | |
|
|
|
|
| ||
Total shareholder’s equity |
2,299 |
553,315 |
393,844 |
- |
37,704 | |
Unrealized gains (a) |
- |
- |
(28,263) |
- |
- | |
Adjusted shareholder’s equity (b) |
2,299 |
553,315 |
185,734 |
- |
8,012 | |
|
|
|
|
| ||
Net (loss) income for the period |
(2,530) |
(508,922) |
202,064 |
- |
(36,754) | |
Unrealized gains (a) |
- |
- |
(9,668) |
- |
- | |
Net (loss) income for the period attributable to Company’s shareholders |
(2,530) |
(508,922) |
100,896 |
- |
(2,170) | |
|
|
|
|
|
| |
Changes on investments: |
|
|
|
|
| |
Balance as of December 31, 2013 |
263 |
341,000 |
742,886 |
1,084,149 |
- | |
Equity in subsidiaries |
(2,530) |
(508,922) |
100,896 |
(410,556) |
(2,170) | |
Exchange variation from foreign subsidiaries |
(33) |
- |
- |
(33) |
- | |
Unrealized hedge losses |
- |
(77,875) |
- |
(77,875) |
- | |
Investment losses (c) |
- |
- |
(37,949) |
(37,949) |
- | |
Gains due to change on investment |
- |
- |
1,852 |
1,852 |
- | |
Capital increase |
4,653 |
1,049,190 |
- |
1,053,843 |
- | |
Capital decrease (d) |
- |
- |
(543,856) |
(543,856) |
- | |
Share-based payments |
- |
- |
2,598 |
2,598 |
- | |
Dividends received |
- |
- |
(80,693) |
(80,693) |
- | |
Fair value of the acquired investment |
- |
- |
- |
- |
10,182 | |
Advance for future capital increase |
(54) |
(222,990) |
- |
(223,044) |
- | |
Amortization losses, net of sale leaseback (e) |
- |
(2,058) |
- |
(2,058) |
- | |
Balance as of September 30, 2014 |
2,299 |
578,345 |
185,734 |
766,378 |
8,012 | |
(a) Refers to transactions related to revenue for redeeming miles for flight tickets for Smiles Program participants that, for consolidated financial statements purposes, only take place when the participants of the program are effectively transported by VRG.
(b) The adjusted equity corresponds to the percentage of the equity less unrealized gains.
(c) Is related to the investment cost due to G.A.
(d) The subsidiary Smiles decreased its own capital in the amount of R$1,000,000 during the nine-month period ended September 30, 2014, and the amount due to the Company was R$543,856.
(e) The subsidiary GAC has a net balance of deferred losses and gains on sale leaseback, whose deferral is subject to the payment of contractual installments made by its subsidiary VRG. Accordingly, as of September 30, 2014, the net balance to be deferred is essentially part of the net investment of the Parent Company in VRG. The net balance to be deferred as of September 30, 2014 was R$25,030 (R$27,088 as of December 31, 2013). For further details, see Note 30b.
53
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
14. Investments (Continued)
Impacts on participation change on capital - Smiles S.A.
On February 27, 2014, the Company sold to General Atlantic S.A. (G.A.) the total of 3,433,476 shares of Smiles S.A. through the exercise of stock options in accordance with the investment agreement between the companies dated April 5, 2013 in the amount of R$80,000. As a result of the exercise of the options, the Company decreased its participation in Smiles’ capital, being from 57.3% to 54.5% and remaining as the controlling shareholder. The gain generated by this partial decrease in the investment was recorded in “Gains on change on investment” in equity. This gain is also consists of the reversal of R$46,216 previously classified in equity as derivatives of equity instruments.The amounts related to this transaction are presented below:
Shares sold |
3,433,476 |
Investment per share |
11.05 |
| |
Sell price |
80,000 |
Investment costs offset |
(37,949) |
Exercise of stock options - G.A. |
46,216 |
Income tax on capital gains (*) |
(14,297) |
Total gains from the change on investment |
73,970 |
(*) Related to 25% of withholding taxes and 9% of social contribution.
15. Losses per share
Although there are differences between common and preferred shares in terms of voting rights and priority in case of liquidation, the Company’s preferred shares are not entitled to receive any fixed dividends. Rather, preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to common shareholders. Therefore, the Company understands that, substantially, there is no difference between preferred shares and common shares, and, accordingly, basic and diluted result per share is calculated equally for both shares.
Consequently, result per share is calculated by dividing the net income or loss by the weighted average number of all classes of shares outstanding during the period. Diluted earnings or loss per share are computed including stock options granted to key management and employees using the treasury shares method when the effect is dilutive. The antidilutive effect of all potential shares is disregarded in calculating diluted earnings or loss per share.
54
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
15. Losses per share (Continued)
Individual and Consolidated | |||||||
Three-month period ended on |
|
Nine-month period ended on | |||||
09/30/2014 |
|
09/30/2013 |
|
09/30/2014 |
|
09/30/2013 | |
Numerator |
|
|
|
|
|
|
|
Net loss for the year attributable to Company’ shareholders |
(272,381) |
|
(223,957) |
|
(577,754) |
|
(748,768) |
Diluted securities effect - Smiles (a) |
(278) |
|
- |
|
(278) |
|
- |
|
(272,659) |
|
(223,957) |
|
(578,032) |
|
(748,768) |
Denominator |
|
|
|
|
|
|
|
Weighted average number of outstanding shares (In thousands) |
281,153 |
|
276,446 |
|
279,625 |
|
276,446 |
|
|
|
|
|
|
| |
Adjusted weighted average number of outstanding shares and diluted presumed conversions (In thousands) |
281,153 |
|
276,446 |
|
279,625 |
|
276,446 |
|
|
|
|
|
|
|
|
Basic loss per share |
(0.969) |
|
(0.810) |
|
(2.066) |
|
(2.709) |
Diluted loss per share |
(0.970) |
|
(0.810) |
|
(2.067) |
|
(2.709) |
(a) Smiles holds a Stock Options Plan for its employees. These equity instruments have a dilutive effect on earnings per share of this subsidiary, impacting, therefore, the loss considered on the basis calculation of Company’s diluted result per share, in accordance with CPC 41.
Diluted result per share is calculated by the weighted average number of outstanding shares, in order to assume the conversion of all potential dilutive shares.Diluted result per share is calculated based on considering the instruments that may have a potential dilutive effect in the future, such as share-based payment transactions, described in Note 13. However, due to the losses reported for the period ended on September 30, 2014, these instruments issued have anti-dilutive effect and, therefore, are not considered in the total number of outstanding shares.
16. Property, plant and equipment
Individual
The balance corresponds to advances for acquisition of aircraft, related to prepayments made based on the contracts with Boeing Company to acquire 21 aircraft 737-800 Next Generation (30 aircraft as of December 31, 2013) and 109 aircraft 737-MAX (109 aircraft as of December 31, 2013) in the amount of R$364,766 (R$463,532 as of December 31, 2013) and the right to the residual value of aircraft in the amount of R$427,300 (R$427,300 as of December 31, 2013), both held by the subsidiary GAC.
55
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
16. Property, plant and equipment (Continued)
Consolidated
|
09/30/2014 |
12/31/2013 | ||||||
|
Weighted anual depreciation rate |
|
Cost |
|
Accumulated depreciation |
|
Net amount |
Net amount |
| ||||||||
Flight equipment |
|
|
|
|
|
|
|
|
Aircraft under finance leases |
4% |
|
3,118,881 |
|
(998,315) |
|
2,120,566 |
2,175,697 |
Sets of replacement parts and spares engines |
4% |
|
1,105,000 |
|
(356,118) |
|
748,882 |
710,337 |
Aircraft reconfigurations/overhauling |
30% |
|
927,999 |
|
(721,904) |
|
206,095 |
287,038 |
Aircraft and safety equipment |
20% |
|
2,046 |
|
(1,179) |
|
867 |
956 |
Tools |
10% |
|
28,360 |
|
(14,402) |
|
13,958 |
15,327 |
|
|
5,182,286 |
|
(2,091,918) |
|
3,090,368 |
3,189,355 | |
|
|
|
|
|
|
|
|
|
Impairment losses (*) |
- |
|
(37,611) |
|
- |
|
(37,611) |
(26,348) |
|
|
|
5,144,675 |
|
(2,091,918) |
|
3,052,757 |
3,163,007 |
Property, plant and equipment in use |
|
|
|
|
|
|
|
|
Vehicles |
20% |
|
9,630 |
|
(8,128) |
|
1,502 |
1,946 |
Machinery and equipment |
10% |
|
48,538 |
|
(23,271) |
|
25,267 |
28,237 |
Furniture and fixtures |
10% |
|
19,974 |
|
(13,229) |
|
6,745 |
7,738 |
Computers and peripherals |
20% |
|
35,030 |
|
(24,865) |
|
10,165 |
9,661 |
Communication equipment |
10% |
|
2,471 |
|
(1,393) |
|
1,078 |
1,110 |
Facilities |
10% |
|
4,300 |
|
(3,503) |
|
797 |
1,026 |
Maintenance center - Confins |
10% |
|
105,971 |
|
(44,316) |
|
61,655 |
69,759 |
Leasehold improvements |
20% |
|
51,851 |
|
(40,810) |
|
11,041 |
13,242 |
Construction in progress |
- |
|
11,060 |
|
- |
|
11,060 |
8,670 |
|
|
288,825 |
|
(159,515) |
|
129,310 |
141,389 | |
|
|
5,433,500 |
|
(2,251,433) |
|
3,182,067 |
3,304,396 | |
Advances for aircraft acquisition |
- |
|
374,866 |
|
- |
|
374,866 |
467,763 |
|
|
|
5,808,366 |
|
(2,251,433) |
|
3,556,933 |
3,772,159 |
(*) Refers to provisions recorded by the Company in order to present its assets according to the potential of monetary benefit generation.
56
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
16. Property, plant and equipment (Continued)
Consolidated (Continued)
Changes in property, plant and equipment balances are as follows:
|
Property, plant and equipment under finance lease |
Other flight equipment (a) |
Advances for acquisition of property, plant and equipment |
Others |
Total |
As of December 31, 2012 |
2,224,036 |
1,008,972 |
481,289 |
171,502 |
3,885,799 |
Additions |
106,101 |
318,707 |
411,584 |
6,570 |
842,962 |
Disposals |
- |
(8,223) |
(425,110) |
(3,056) |
(436,389) |
Depreciation |
(154,440) |
(332,146) |
- |
(33,627) |
(520,213) |
As of December 31, 2013 |
2,175,697 |
987,310 |
467,763 |
141,389 |
3,772,159 |
Additions |
63,779 |
142,737 |
331,561 |
8,896 |
546,973 |
Disposals |
- |
- |
(424,458) |
(35) |
(424,493) |
Depreciation |
(118,910) |
(197,856) |
- |
(20,940) |
(337,706) |
As of September 30, 2014 |
2,120,566 |
932,191 |
374,866 |
129,310 |
3,556,933 |
(a) Additions primarily represent: (i) total estimated costs to be incurred relating to the reconfiguration of the aircraft when returned and, (ii) capitalized costs related to major engine overhaul.
17. Intangible assets
|
Goodwill |
Trademark |
Airport operating licenses |
Software |
Total |
Balance as of December 31, 2012 |
542,302 |
6,348 |
1,038,900 |
112,381 |
1,699,931 |
Additions |
- |
- |
- |
51,035 |
51,035 |
Disposals |
- |
(6,348) |
- |
(9,675) |
(16,023) |
Amortizations |
- |
- |
- |
(40,753) |
(40,753) |
Balance as of December 31, 2013 |
542,302 |
- |
1,038,900 |
112,988 |
1,694,190 |
Additions |
17,863 (a) |
- |
- |
36,200 |
54,063 |
Disposals |
- |
- |
- |
(4) |
(4) |
Amortizations |
- |
- |
- |
(31,477) |
(31,477) |
Balance as of September 30, 2014 |
560,165 |
- |
1,038,900 |
117,707 |
1,716,772 |
(a) Refers to the goodwill generated by the difference between the equity and portion paid of Netpoints attributable to Smiles.
57
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
18. Short and long-term debt
Maturity of the contract |
Effective rate (p.a.) |
Individual |
Consolidated | ||||
|
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |||
Short-term debt |
|||||||
Local currency: |
|
|
|||||
BNDES - Direct |
Jul, 2017 |
6.15% |
- |
- |
3,129 |
3,088 | |
BDMG |
- |
- |
- |
- |
- |
5,203 | |
Debentures IV |
Sep, 2018 |
12.83% |
- |
- |
147,482 |
- | |
Debentures Smiles |
Jul, 2015 |
8.30% |
- |
- |
499,337 |
- | |
Safra (a) |
Dec, 2015 |
11.38% |
- |
- |
66,401 |
32,299 | |
Interest |
- |
- |
- |
- |
30,936 |
19,689 | |
|
|
- |
- |
747,285 |
60,279 | ||
Foreign currency (in US$): |
|
|
|
|
|||
J. P. Morgan |
Feb, 2016 |
0.91% |
|
- |
52,554 |
51,524 | |
FINIMP |
Mar, 2015 |
3.87% |
|
- |
109,075 |
5,838 | |
Engine Facility (Cacib) |
Jun, 2021 |
2.52% |
|
- |
12,867 |
- | |
Interest |
- |
- |
26,934 |
47,488 |
23,017 |
63,360 | |
|
|
26,934 |
47,488 |
197,513 |
120,722 | ||
|
|
26,934 |
47,488 |
944,798 |
181,001 | ||
|
|
|
|
||||
Financial lease |
Jul, 2025 |
5.06% |
- |
- |
284,315 |
259,833 | |
Total short-term debt |
|
|
26,934 |
47,488 |
1,229,113 |
440,834 | |
|
|
|
|
|
|
| |
Long-term debt |
|
|
|
|
|||
Local currency: |
|
|
|
|
|||
Debentures IV |
Sep, 2018 |
12.83% |
- |
- |
442,447 |
597,741 | |
Debentures V |
Jun, 2017 |
12.72% |
- |
- |
489,687 |
495,726 | |
Safra (a) |
Dec, 2015 |
11.38% |
- |
- |
32,221 |
65,555 | |
BDMG |
|
|
- |
- |
- |
15,704 | |
BNDES - Direct |
Jul, 2017 |
6.15% |
- |
- |
5,678 |
8,001 | |
|
|
- |
- |
970,033 |
1,182,727 | ||
Foreign currency (in US$): |
|
|
|
|
|||
J.P. Morgan |
Feb, 2016 |
0.91% |
- |
- |
24,190 |
1,540 | |
Engine Facility (Cacib) |
Jun, 2021 |
2.52% |
- |
- |
149,380 |
- | |
Senior Bond I |
Apr, 2017 |
7.63% |
206,274 |
491,946 |
206,274 |
491,946 | |
Senior Bond II |
Jul, 2020 |
9.65% |
377,429 |
691,028 |
377,429 |
691,028 | |
Senior Bond III (b) |
Feb, 2023 |
11.30% |
86,231 |
- |
75,427 |
426,489 | |
Senior Bond IV |
Jan, 2022 |
9.25% |
776,712 |
- |
776,712 |
- | |
Perpetual Bond |
- |
8.75% |
490,201 |
468,520 |
438,731 |
419,326 | |
|
|
1,936,847 |
1,651,494 |
2,048,143 |
2,030,329 | ||
|
|
1,936,847 |
1,651,494 |
3,018,176 |
3,213,056 | ||
|
|
|
|
||||
Financial lease |
Jul, 2025 |
5.06% |
- |
- |
1,822,222 |
1,935,495 | |
Total long-term debt |
1,936,847 |
1,651,494 |
4,840,398 |
5,148,551 | |||
|
|
|
1,963,781 |
1,698,982 |
6,069,511 |
5,589,385 | |
(a) The total amount of the Safra loan as of September 30, 2014 was R$98,622, and held a deposit in guarantee in the amount of R$41,092 as shown in Note 6.
(b) The Senior Bond issued on February 07, 2013 with maturity in 2023 was transferred from VRG to LuxCo along with the financial applications acquired on the date of issuance, as Note 18b.
58
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
18. Short and long-term debt (Continued)
The maturities of long-term debt as of September 30, 2014 are as follows:
Individual
|
2017 |
After 2018 |
Without maturity date |
Total |
Foreign Currency (in US$): |
|
|
|
|
Senior Bond I |
206,274 |
- |
- |
206,274 |
Senior Bond II |
- |
377,429 |
- |
377,429 |
Senior Bond III |
- |
86,231 |
- |
86,231 |
Senior Bond IV |
- |
776,712 |
- |
776,712 |
Perpetual Bond |
- |
- |
490,201 |
490,201 |
Total |
206,274 |
1,240,372 |
490,201 |
1,936,847 |
Consolidated
|
2015 |
2016 |
2017 |
2018 |
After 2018 |
Without maturity date |
Total |
Local currency: |
|
|
|
|
|
|
|
BNDES - Direct |
774 |
3,097 |
1,807 |
- |
- |
- |
5,678 |
Safra |
32,221 |
- |
- |
- |
- |
- |
32,221 |
Debentures |
- |
300,000 |
300,000 |
332,134 |
- |
- |
932,134 |
32,995 |
303,097 |
301,807 |
332,134 |
- |
- |
970,033 | |
Foreign currency (in US$): |
|
|
|
|
|
|
|
J.P. Morgan |
12,477 |
11,713 |
- |
- |
- |
- |
24,190 |
Engine Facility (Cacib) |
3,277 |
13,110 |
13,110 |
13,110 |
106,773 |
- |
149,380 |
Senior Bond I |
- |
- |
206,274 |
- |
- |
- |
206,274 |
Senior Bond II |
- |
- |
- |
- |
377,429 |
- |
377,429 |
Senior Bond III |
- |
- |
- |
- |
75,427 |
- |
75,427 |
Senior Bond VI |
- |
- |
- |
- |
776,712 |
- |
776,712 |
Perpetual Bond |
- |
- |
- |
- |
- |
438,731 |
438,731 |
15,754 |
24,823 |
219,384 |
13,110 |
1,336,341 |
438,731 |
2,048,143 | |
|
|
|
|
|
|
|
|
Total |
48,749 |
327,920 |
521,191 |
345,244 |
1,336,341 |
438,731 |
3,018,176 |
The fair values of Senior and Perpetual Bonds as of September 30, 2014 are as follows:
|
Individual |
Consolidated | ||
|
Book |
Market |
Book |
Market |
Senior Bonds (a) |
1,446,646 |
1,489,062 |
1,435,842 |
1,489,062 |
Perpetual Bond |
490,201 |
442,543 |
438,731 |
396,076 |
(a) Senior and Perpetual Bonds’ market prices are obtained through the current market quotations (level 1).
59
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
18. Short and long-term debt (Continued)
a) Covenants
Long-term financing (excluding perpetual bonds and financing of aircraft) in the total amount of R$2,579,445, as of September 30, 2014 (R$2,793,730 as of September 30, 2013), hold clauses and contratual restrictions, including but not limited to those that require the Company to maintain the liquidity requirements defined and the cover of expenses with interest.
The Company has restrictive covenants in its financing agreements with the following financial institutions: Bradesco and Banco do Brasil (Debentures IV e V), with semi-annual measurements.
As of September 30, 2014, the funding by the debentures IV and V have the following restrictive clauses: (i) net debt/EBITDAR below 5.69, and (ii) coverage of debt (CID) of at least 1.53. Based on the measurements, the following indexes were obtained: (i) net debt/EBITDA of 2.65; and (ii) coverage of debt (CID) of 2.11. Accordingly, as of September 30, 2014, the Company was in compliance with the limits stablished on the agreement. The next measurement will be on December 31, 2014, based on the same date.
b) New loans raised on the three-month period ended September 30, 2014
Import Financing (Finimp)
On July 16, 2014, the Company, through its subsidiary VRG, obtained a loan in the amount of R$21,390 (US$9,638 at the loan date) with Banco do Brasil, with maturity of 359 days on July 10, 2015, interest rate of 4.20% p.a. and a promissory note of 143% of the amount of the loan as guarantee. On August 01, 2014, the Company, through its subsidiary VRG, obtained a loan in the amount of R$23,594 (US$10,436 at the loan date) with Banco Safra, with maturity of 360 days on July 27, 2015 and interest rate of 3.08% p.a. This loan has as guarantee one promissory note in the total amount of the loan. Both loans are part of a credit line for import financing (Finimp) for purchase of spare parts and aircraft equipment.
Senior Bonds Notes - 2022
On September 24, 2014, the Company, through its subsidiary LuxCo, issued senior bonds in the amount of R$796,575 (US$325,000 at the loan date), with the guarantee provided from the Company. The senior bonds has the maturity on 2022, with semmiannual interest payment of 8.87% p.a. The funds raised were used primarily to repurchase part of offshore debt securities issued with maturities in 2017, 2020 and 2023. The total amount of R$776,712 raised, net of costs of R$19,863. The costs are related to reports procedures of R$9,554 and taxes and fees in the amount of R$10,309. The senior notes may be redeemed at face value after 4 years from the issuance date.
60
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
18. Short and long-term debt (Continued)
b) New loans raised on the three-month period ended September 30, 2014 (Continued)
Senior Bonds repurchase
During the three-month period ended September 30, 2014, the Company the Company repurchased and canceled in advance part of the Senior Bonds I, II and III Bonus through its own resources. Information relating to these transactions is detailed below:
Repurchase date |
Bond |
Interest rate (p.a.) |
Amount in US$ |
Amount in Reais |
Financial expense as of 09/30/2014 |
07/29/2014 |
Senior I |
7.50% |
88,162 |
216,085 |
11,762 |
09/24/2014 |
Senior I |
7.50% |
37,679 |
92,351 |
6,080 |
09/24/2014 |
Senior II |
9.25% |
141,565 |
346,976 |
16,137 |
07/29/2014 |
Senior III |
10.75% |
98,909 |
242,426 |
19,507 |
09/24/2014 |
Senior III |
10.75% |
45,654 |
111,898 |
4,794 |
|
|
|
411,969 |
1,009,736 |
58,280 |
As of September 30, 2014, the outstanding debts amounted to US$84,159 (equivalent to R$206,274) for the Senior Bond I, US$158,435 (equivalent to R$377,429) for the Senior Bond II and US$35,182 (equivalent to R$75,427) for the Senior Bond III.
c) Financial leases
The future payments of financial leasing contracts indexed to U.S. Dollar are detailed below:
Consolidated | ||
09/30/2014 |
12/31/2013 | |
2014 |
88,574 |
356,642 |
2015 |
378,840 |
362,099 |
2016 |
368,341 |
352,050 |
2017 |
340,890 |
325,813 |
2018 |
335,058 |
320,240 |
Beyond 2018 |
918,643 |
862,149 |
Total minimum lease payments |
2,430,346 |
2,578,993 |
Less total interest |
(323,809) |
(383,665) |
Present value of minimum lease payments |
2,106,537 |
2,195,328 |
Less current portion |
(284,315) |
(259,833) |
Noncurrent portion |
1,822,222 |
1,935,495 |
The discount rate used to calculate the present value of the minimum lease payments was 5.06% as of September 30, 2014 (5.20% as of December 31, 2013). There are no significant differences between the present value of minimum lease payments and the fair value of these financial liabilities.
61
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
18. Short and long-term debt (Continued)
c) Financial leases (Continued)
The Company extended the maturity date of the financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables the performance of calculated withdrawals to be settled at the end of the lease agreement. As of September 30, 2014, the withdrawals made for the repayment at maturity date of the lease agreements amount to R$146,210 (R$123,879 as of December 31, 2013) and are recorded in long-term debt.
19. Salaries, wages and benefits
Individual |
Consolidated | |||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Salaries |
- |
- |
192,899 |
135,027 |
INSS and FGTS recoverable |
478 |
1,088 |
50,506 |
45,630 |
Profit sharing plan |
- |
- |
48,368 |
51,650 |
Others |
9 |
4 |
4,754 |
1,277 |
|
487 |
1,092 |
296,527 |
233,584 |
20. Taxes payable
|
Individual |
Consolidated | ||
|
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 |
|
|
|
|
|
PIS and COFINS |
- |
- |
26,374 |
37,926 |
REFIS |
13,648 |
13,872 |
32,076 |
32,490 |
IRRF on Payroll |
2 |
1 |
16,709 |
23,175 |
ICMS |
- |
- |
34,820 |
32,440 |
Tax on import |
- |
- |
3,467 |
3,467 |
CIDE |
174 |
84 |
1,672 |
2,686 |
IOF |
61 |
62 |
61 |
62 |
IRPJ and CSLL to pay |
- |
- |
14,385 |
15,838 |
Others |
18 |
4 |
8,026 |
7,384 |
13,903 |
14,023 |
137,590 |
155,468 | |
|
|
|
| |
Current |
1,430 |
1,246 |
74,205 |
94,430 |
Noncurrent |
12,473 |
12,777 |
63,385 |
61,038 |
62
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
20. Taxes payable (Continued)
Adoption of the Law nº 12,973/2014 (Provisional Measure 627/2013)
On November, 2013 the provisional measure n. 627 was issued establishing that non-taxation over the profit and dividends calculated based on results from January 01, 2008 to December 31, 2013 by the Companies taxable based on actual profits, presumed or arbitrate, paid until the date of the provisional measure publication, in higher values that the ones calculated by the current accounting policies on December 31, 2007 since the Company has already paid the profit or dividends the anticipated adoption by 2014.
On May, 2014, the provisional measure was converted to Law n. 12,973, resulting in significant changes to the previously established, along with dividends, return on own capital and investments measurement through equity. A change from provisional measure n. 627 to Law n. 12,973, was the unconditional non-taxation for the profits and dividends calculated based on the results from January 01, 2008 to December 31, 2013.
In order to ensure tax neutrality established in Law n. 11,941, from 2009, since dividend payments occurred until the date of the law’s publication, the Company and its subsidiary Smiles S.A.’s managements chose the early adoption of the Law through DCTF related to May, 2014. Thus, it will be guaranteed the usage of the equity measured in accordance with the Law no. 6404 from 1976, for purposes of calculating the limits as per laws related to the tax effects of interest on capital.
The Company analyzed the potential effects on the Law n. 12,973 adoption and concluded that there are no significant effects on its interim financial information as of September 30, 2014 and December 31, 2013 on GLAI and Smiles. On VRG and Webjet, the Company will analyse the impacts of the adoption of the Law and the related effects will be registered starting as from January 01, 2015.
21. Advance ticket sales
As of September 30, 2014, the balance of transport to perform classified in current liabilities was R$1,272,118 (R$1,219,802 as of December 31, 2013) and is represented by 6,527,844 coupons tickets sold and not yet used (5,951,486 as of December 31, 2013) with an average use of 118 days (111 days as of December 31, 2013).
63
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
22. Mileage program
As of September 30, 2014, the balance of Smiles deferred revenue is R$209,070 (R$195,935 as of December 31, 2013) and R$515,985 (R$456,290 as of December 31, 2013) classified in the current and noncurrent liabilities, respectively and the number of outstanding miles as of September 30, 2014 amounted to 40,786,510,740.
23. Advances from customers
The Company performs advance miles sales and recorded such under "Advances from Customers". As of September 30, 2014, the outstanding balance related to these anticipated sales is as follows:
|
Consolidated | |
|
09/30/2014 |
12/31/2013 |
Financial institutions (a) |
19,530 |
169,649 |
Others |
2,288 |
1,755 |
21,818 |
171,404 | |
|
||
Current |
21,818 |
167,759 |
Noncurrent |
- |
3,645 |
(a) A portion of the amount in the current liabilities of R$6,765 (R$166,004 as of December 31, 2013) is related to the miles sales agreement in the approximately total amount of R$400,000 signed on April 08, 2013 along with the financial institutions Bradesco S.A., Banco do Brasil S.A. and Santander S.A.
64
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
24. Provisions
Insurance Provision |
Provision for anticipated return of Webjet’s aircraft (a) |
Provision for aircraft and engine return of VRG and Webjet (b) |
Lawsuits (c) |
Total | |
Balance on December 31, 2013 |
17,519 |
12,381 |
334,909 |
117,565 |
482,374 |
Additional provisions recognized |
1,699 |
- |
49,170 |
7,718 |
58,587 |
Utilized provisions |
(16,889) |
(8,844) |
(81,892) |
(26,556) |
(134,181) |
Foreign exchange |
(1) |
(115) |
40,179 |
(899) |
39,164 |
Balance on September 30, 2014 |
2,328 |
3,422 |
342,366 |
97,828 |
445,944 |
As of December 31, 2013 |
|||||
Current |
17,519 |
12,381 |
169,571 |
- |
199,471 |
Noncurrent |
- |
- |
165,338 |
117,565 |
282,903 |
17,519 |
12,381 |
334,909 |
117,565 |
482,374 | |
As of September 30, 2014 |
|
|
|
|
|
Current |
2,328 |
3,422 |
174,146 |
- |
179,896 |
Noncurrent |
- |
- |
168,220 |
97,828 |
266,048 |
2,328 |
3,422 |
342,366 |
97,828 |
445,944 |
a) Provision for anticipated return of aircraft
In 2011, according to the strategic planning of Webjet, a provision for the anticipated return of aircraft was recorded. This provision was calculated based on the expected return of 18 aircraft Boeing 737-300 with operating leases contracts, as part of the Company's fleet renewal. During the Nine-month period ended September 30, 2014 the Company completed 6 aircraft return with the following prefixs: PR-WJA, PR-WJV, PR-WJB, PR-WJD, PR-WJF and PR-WJH.
b) Return of aircraft and engines
The returns provisions consider the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure the aircraft without purchase option, as prescribed in the returns conditions of the lease contracts, and which is capitalized in fixed assets (aircraft reconfigurations/overhauling), as described in Note 16.
c) Lawsuits
As of September 30, 2014 the Company and its subsidiaries are parties to 28,637 (8,146 labor and 20,491 civil) lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operation (those arising from the Company’s normal course of operations), and Succession (those arising from the succession of former Varig S.A. obligations).
65
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
24. Provisions (Continued)
c) Lawsuits (Continued)
Under this classification, the number of proceedings is as follows:
|
Operation |
Succession |
Total |
Civil lawsuits |
17,409 |
400 |
17,809 |
Civil proceedings |
2,672 |
10 |
2,682 |
Labor lawsuits |
4,630 |
3,294 |
7,924 |
Labor proceedings |
220 |
2 |
222 |
|
24,931 |
3,706 |
28,637 |
The civil lawsuits are primarily related to compensation claims generally related to flight delays and cancellations, baggage loss and damage. The labor claims primarily consist of discussions related to overtime, hazard pay, and wage differences.
The provisions related to civil and labor suits, whose likelihood of loss is assessed as probable are as follows:
|
09/30/2014 |
12/31/2013 |
Civil |
52,354 |
66,294 |
Labor |
45,474 |
51,271 |
|
97,828 |
117,565 |
Provisions are reviewed based on the progress of the proceedings and history of losses based on the best current estimate for labor and civil lawsuits.
There are other civil and labor lawsuits assessed by management and its legal counsel as possible risks, in the estimated amount as of September 30, 2014 of R$18,310 for civil claims and R$3,251 for labor claims (R$13,226 and R$3,929 as of December 31, 2013 respectively), for which no provisions are recognized.
The tax lawsuits below were evaluated by the Companys’ management and its legal consultants as being relevant and with probable risk as of September 30, 2014:
· GLAI is discussing the non-incidence of taxation of PIS and COFINS on revenues generated by the interest on capital in the amount of R$37,750, related to the years from 2006 to 2008, paid by its subsidiary GTA Transportes Aéreos S.A., succeeded by VRG on September 25, 2008. According to the opinion of the Company’s legal counsel and based on the jurisprudence occurred in recent events, the Company classified this case as possible loss, without a provision registered for the related amount. Additionally, the Company maintains a letter of credit with Bic Banco with a partial guarantee on the lawsuit value of R$21,131 as disclosed in Note 6.
66
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
24. Provisions (Continued)
c) Lawsuits (Continued)
· Tax on Services (ISS), the amount of R$15,970 arising from assessment notices issued by the Prefeitura do Município de São Paulo against the Company, in the period from January, 2007 to December, 2010 regarding a possible ISS taxation on partners agreements. The classification of the possible risk stems from the matters under discussion and are interpretative, and involves discussions of factual and evidential materials, and has no final positioning of the Superior Courts.
· Customs Penalty in the amount of R$33,604 relating to assessment notices issued against the Company for alleged breach of customs rules regarding procedures for temporary import of aircraft. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.
· BSSF goodwill (BSSF Air Holdings), in the amount of R$42,835 related to Infraction notices due to the deductibility of the goodwill allocated to future profitability. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.
· VRG’s goodwill in the amount of R$16,674 resulted from summons of violation related to the deductibility of the goodwill classified as future payment. The classification of probable risk arises from the absence of a final opinion from the Superior Courts.
There are other lawsuits considered by the Company’s management and its legal counsel as possible risk, in the estimated amount of R$18,310 which added to the lawsuits mentioned above, amount to R$165,143 as of September 30, 2014.
The Company and its subsidiaries are challenging in the court the ICMS levied on aircraft and engines imported under aircraft lease transactions without purchase options in transactions carried out with lessors’ registered in foreign countries. The Company and its subsidiaries’ management understand that these transactions represent simple leases in view of the contractual obligation to return the assets that are the subject matter of the contract.
The Management believes that there is no evidence of goods circulation and so, there are no legal events to generate the ICMS taxation. Based on the legal counsel opinion and supported by similar lawsuits with favorable decisions to taxpayers by the Superior Court of Justice (STJ) and Supreme Federal Court (STF) in the second quarter of 2007, the Company understands that the likelihood of loss is remote, and thus did not recognize provisions for these amounts. As of September 30, 2014 the estimated aggregated amount of the ongoing lawsuits related to the non-levy of ICMS tax on said imports is R$240,599 (R$229,450 as of December 31, 2013) adjusted for inflation, not including late payment charges. On September 11, 2014, the Federal Supreme Court (STF) granted the lawsuit declaring the non-levy of ICMS on imports of merchandise under financial leasing.
67
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
25. Shareholders’ equity
a) Issued capital
As of September 30, 2014, the Company’s capital is represented by 283,115,806 shares, of which 143,858,204 are common shares and 139,257,602 are preferred shares. The Fundo de Investimento em Participações Volluto is the Company’s controlling fund, which is equally controlled by Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.
Shares are held as follows:
|
09/30/2014 |
12/31/2013 | ||||
|
Common |
Preferred |
Total |
Common |
Preferred |
Total |
Fundo Volluto |
100.00% |
21.17% |
61.23% |
100.00% |
22.30% |
62.38% |
Delta Airlines, Inc. |
- |
5.96% |
2.93% |
- |
6.15% |
2.98% |
Wellington Management Company |
- |
5.48% |
2.69% |
- |
10.49% |
5.08% |
Fidelity Investments |
- |
5.05% |
2.48% |
- |
5.21% |
2.52% |
Treasury shares |
- |
1.50% |
0.74% |
- |
1.59% |
0.77% |
Other |
- |
1.33% |
0.65% |
- |
1.51% |
0.73% |
Free float |
- |
59.51% |
29.28% |
- |
52.75% |
25.54% |
|
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
The authorized share capital, as of September 30, 2014, was R$4.0 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless of any amendment to its bylaws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. Under the law terms, in case of capital increase, the Board of Directors will define the issuance conditions, including pricing and payment terms.
On the Board of Director’s General Meeting held on August 12, 2014, it was approved the capital increase in the total amount of R$116,403, which the amount of R$116,357 proceeding from Air France - KLM S.A. investment ("Air France KLM"), subscribed by 4,246,620 Company’s preferred shares.
As of September 30, 2014, the Company’ shares are traded on BM&FBOVESPA at R$11.70 per share and US$4.81 per share on the New York Stock Exchange (R$10.48 and US$4.57 on December 31, 2013). The book value per share as of September 30, 2014 is R$0.67 (R$2.33 as of December 31, 2013).
68
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
25. Shareholders’ equity (Continued)
b) Retained earnings
Legal reserve
It is recognized by allocating 5% of the profit for the year after the absorption of accumulated losses in accordance with Article 193 of Law 11,638/07, limited to 20% of the capital, according to the Brazilian Corporate Law and the Company’s bylaws.
c) Dividends
The Company’s bylaws provide for a mandatory minimum dividend to be paid to common and preferred shareholders, in the aggregate of at least 25% of annual adjusted profit after resevers in accordance with the Corporate Law (6,404/76). The Brazilian Corporate Law, permits the payment of cash dividends only from retained earnings, and certain reserves recognized in the Company’s statutory accounting records.
d) Treasury shares
As of September 30, 2014, the Company holds 2,083,875 treasury shares, totaling R$31,262, with a market value of R$24,469 (R$32,116 in shares with market value of R$22,499 as of December 31, 2013).
e) Share-based payments
As of September 30, 2014, the balance of share-based payments reserve was R$90,803 (R$85,438 as of December 31, 2013). The Company recorded a share-based payment expense amounting to R$6,219 related to the Company’s controlling shareholders, of which R$1,069 is related to Smiles, and R$890 related to its non-controlling shareholders in the period ended September 30, 2014, with a corresponding expense classified as personnel costs under the statement of profit or loss (R$6,183 related to the Company’s controlling shareholders and R$905 related to its non-controlling shareholders as of December 31, 2013).
f) Other comphensive income
The fair value measurement of financial instruments designated as cash flow hedges is recognized as “Other Comphensive Income”, net of tax effects. The balance as of September 30, 2014 corresponds to a net loss of R$96,037 (net loss of R$18,162 as of December 31, 2013) as per Note 31.
69
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
25. Shareholders’ equity (Continued)
g) Cost on issued shares
As of September 30, 2014, the balance of costs on issued shares was R$36,886 on the parent company and R$150,214 on the consolidated balance (R$31,951 on the parent company and R$145,279 on consolidated as of December 31, 2013). On August 12, 2014, the Company registered the amount of R$4,935 related the costs on issuance of shares resulting from the capital increase from the AirFrance-KLM, as Note 25a.
26. Sales revenue
The net sales revenue has the following composition:
Consolidated | ||||
Three-month period ended on |
Nine-month period ended on | |||
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 | |
Passenger transportation |
2,282,334 |
2,110,928 |
6,886,714 |
5,863,926 |
Cargo |
82,902 |
82,580 |
243,853 |
237,726 |
Other revenue |
241,776 |
168,026 |
630,859 |
494,440 |
Gross revenue |
2,607,012 |
2,361,534 |
7,761,426 |
6,596,092 |
|
|
|
| |
Related taxes |
(145,320) |
(131,033) |
(425,046) |
(368,090) |
Net revenue |
2,461,692 |
2,230,501 |
7,336,380 |
6,228,002 |
The revenues are net of federal, state and municipal taxes, which are paid and transferred to the appropriate government entities.
Revenue by geographical segment is as follows:
Consolidated | |||||||||
|
Three-month period ended on |
Nine-month period ended on | |||||||
09/30/2014 |
% |
09/30/2013 |
% |
09/30/2014 |
% |
09/30/2013 |
% | ||
Domestic |
2,151,149 |
87.4 |
1,999,851 |
89.7 |
6,436,281 |
87.8 |
5,645,677 |
90.6 | |
International |
310,543 |
12.6 |
230,650 |
10.3 |
900,099 |
12.2 |
582,325 |
9.4 | |
Net revenue |
2,461,692 |
100.0 |
2,230,501 |
100.0 |
7,336,380 |
100.0 |
6,228,002 |
100.0 | |
70
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
27. Costs of services, administrative and selling expenses
Individual | ||||||||
|
Three-month period ended on |
Nine-month period ended on | ||||||
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 | |||||
Total |
% |
Total |
% |
Total |
% |
Total |
% | |
Personnel (a) |
(2,438) |
64.1 |
(2,611) |
(7.4) |
(5,383) |
(8.4) |
(6,391) |
(6.9) |
Services rendered |
(1,128) |
29.7 |
(4,918) |
(13.9) |
(4,998) |
(7.8) |
(6,142) |
(6.7) |
Sale-leaseback transactions (b) |
(1,153) |
30.3 |
47,107 |
132.9 |
73,920 |
115.9 |
109,128 |
118.4 |
Other operating revenue (expenses) |
915 |
(24.1) |
(4,128) |
(11.6) |
227 |
(0.4) |
(4,433) |
(4.8) |
(3,804) |
100.0 |
35,450 |
100.0 |
63,766 |
100.0 |
92,162 |
100.0 |
|
Consolidated | |||||
|
Three-month period ended on | |||||
|
09/30/2014 | |||||
|
Cost of services |
Selling expenses |
Administrative expenses |
Other operating income |
Total |
% |
Personnel (a) |
(287,065) |
(12,617) |
(57,931) |
- |
(357,613) |
15.5 |
Fuel and lubricants |
(931,592) |
- |
- |
- |
(931,592) |
40.3 |
Aircraft rental |
(201,174) |
- |
- |
- |
(201,174) |
8.7 |
Aircraft insurance |
(6,417) |
- |
- |
- |
(6,417) |
0.3 |
Maintenance materials and repairs |
(109,963) |
- |
- |
- |
(109,963) |
4.8 |
Traffic services |
(87,812) |
(27,494) |
(60,423) |
- |
(175,729) |
7.6 |
Sales and marketing |
- |
(145,138) |
(239) |
- |
(145,377) |
6.3 |
Tax and landing fees |
(154,425) |
- |
- |
- |
(154,425) |
6.7 |
Depreciation and amortization |
(93,236) |
(3) |
(16,383) |
- |
(109,622) |
4.7 |
Sale-leaseback transactions (b) |
- |
- |
- |
(1,153) |
(1,153) |
0.1 |
Other, net |
(98,030) |
(8,052) |
(9,824) |
- |
(115,906) |
5.0 |
(1,969,714) |
(193,304) |
(144,800) |
(1,153) |
(2,308,971) |
100.0 | |
|
| |||||
|
Consolidated | |||||
|
Three-month period ended on | |||||
|
09/30/2013 | |||||
|
Cost of services |
Selling expenses |
Administrative expenses |
Other operating income |
Total |
% |
Personnel (a) |
(257,127) |
(11,360) |
(54,297) |
- |
(322,784) |
14.7 |
Fuel and lubricants |
(913,888) |
- |
- |
- |
(913,888) |
41.6 |
Aircraft rental |
(182,183) |
- |
- |
- |
(182,183) |
8.3 |
Aircraft insurance |
(5,166) |
- |
- |
- |
(5,166) |
0.2 |
Maintenance materials and repairs |
(115,541) |
- |
- |
- |
(115,541) |
5.3 |
Traffic services |
(97,551) |
(23,541) |
(52,304) |
- |
(173,396) |
7.9 |
Sales and marketing |
- |
(127,667) |
- |
- |
(127,667) |
5.8 |
Tax and landing fees |
(148,079) |
- |
- |
- |
(148,079) |
6.8 |
Depreciation and amortization |
(112,323) |
(4) |
(40,986) |
- |
(153,313) |
7.0 |
Sale-leaseback transactions (b) |
- |
- |
- |
42,426 |
42,426 |
(1.9) |
Other, net |
(64,840) |
(14,299) |
(14,736) |
- |
(93,875) |
4.3 |
(1,896,698) |
(176,871) |
(162,323) |
42,426 |
(2,193,466) |
100.0 |
71
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
27. Costs of services, administrative and selling expenses (Continued)
|
Consolidated | |||||
|
Nine-month period ended on | |||||
|
09/30/2014 | |||||
|
Cost of services |
Selling expenses |
Administrative expenses |
Other operating income |
Total |
% |
Personnel (a) |
(846,751) |
(35,996) |
(149,294) |
- |
(1,032,041) |
14.7 |
Fuel and lubricants |
(2,850,956) |
- |
- |
- |
(2,850,956) |
40.7 |
Aircraft rent |
(627,169) |
- |
- |
- |
(627,169) |
9.0 |
Aircraft insurance |
(16,078) |
- |
- |
- |
(16,078) |
0.2 |
Maintenance materials and repairs |
(337,896) |
- |
(2) |
- |
(337,898) |
4.8 |
Traffic services |
(263,727) |
(92,057) |
(187,814) |
- |
(543,598) |
7.8 |
Sales and marketing |
- |
(467,033) |
(581) |
- |
(467,614) |
6.7 |
Tax and landing fees |
(448,237) |
- |
- |
- |
(448,237) |
6.4 |
Depreciation and amortization |
(322,463) |
(3) |
(46,717) |
- |
(369,183) |
5.2 |
Sale-leaseback transactions (b) |
- |
- |
- |
73,920 |
73,920 |
(1.1) |
Other, net |
(274,159) |
(23,615) |
(83,326) |
- |
(381,100) |
5.6 |
(5,987,436) |
(618,704) |
(467,734) |
73,920 |
(6,999,954) |
100.0 |
|
Consolidated | |||||
|
Nine-month period ended on | |||||
|
09/30/2013 | |||||
|
Cost of services |
Selling expenses |
Administrative expenses |
Other operating income |
Total |
% |
Personnel (a) |
(744,083) |
(52,574) |
(148,195) |
- |
(944,852) |
15.4 |
Fuel and lubricants |
(2,638,793) |
- |
- |
- |
(2,638,793) |
43.1 |
Aircraft rent |
(490,607) |
- |
- |
- |
(490,607) |
8.0 |
Aircraft insurance |
(15,406) |
- |
- |
- |
(15,406) |
0.3 |
Maintenance materials and repairs |
(290,182) |
- |
- |
- |
(290,182) |
4.7 |
Traffic services |
(229,417) |
(83,225) |
(137,972) |
- |
(450,614) |
7.4 |
Sales and marketing |
- |
(327,087) |
- |
- |
(327,087) |
5.3 |
Tax and landing fees |
(416,720) |
- |
- |
- |
(416,720) |
6.8 |
Depreciation and amortization |
(322,600) |
(4) |
(57,861) |
- |
(380,465) |
6.2 |
Sale-leaseback transactions (b) |
- |
- |
- |
109,128 |
109,128 |
(1.8) |
Other, net |
(225,359) |
(20,765) |
(33,148) |
- |
(279,272) |
4.6 |
(5,373,167) |
(483,655) |
(377,176) |
109,128 |
(6,124,870) |
100.0 |
(a) The Company recognizes the cost of the Audit Committee and Board of Directors on “personnel”.
(b) The amount of R$73,920 (R$109,128 as of September 30, 2013) comprises the gains fully recognized and deferred losses from sale-leaseback transactions. During the nine-month period ended September 30, 2014, the Company held sale-leaseback transactions related to 9 aircraft (14 aircraft for the nine-month period ended September 30, 2013).
72
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
28. Financial result
Individual | ||||
|
Three-month period ended on |
Nine-month period ended on | ||
|
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 |
Financial income |
|
|
|
|
Income from short-term investments and investment funds |
1,318 |
664 |
4,786 |
3,340 |
Monetary variation |
508 |
539 |
1,733 |
1,516 |
Other |
91 |
4,899 |
4,024 |
12,494 |
1,917 |
6,102 |
10,543 |
17,350 | |
Financial expenses |
|
|
|
|
Losses from derivatives |
(49) |
(11,881) |
(15,901) |
(19,558) |
Interest on short and long-term debt |
(38,595) |
(36,889) |
(131,032) |
(111,239) |
Bank interest and expenses |
(1,553) |
(204) |
(2,242) |
(789) |
Other |
(60,787) |
(1,419) |
(61,683) |
(2,360) |
(100,984) |
(50,393) |
(210,858) |
(133,946) | |
|
|
|
| |
Foreign exchange variation, net |
(152,420) |
23,200 |
(28,086) |
(70,454) |
|
|
|
|
|
Total |
(251,487) |
(21,091) |
(228,401) |
(187,050) |
|
Consolidated | |||
|
Three-month period ended on |
Nine-month period ended on | ||
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 | |
Financial income |
|
|
|
|
Income from derivatives |
74,398 |
120,254 |
164,153 |
270,154 |
Income from short-term investments and investment funds |
30,175 |
77,695 |
97,705 |
98,576 |
Monetary variation |
11,421 |
2,558 |
15,906 |
8,578 |
Other |
2,554 |
2,028 |
11,848 |
5,435 |
118,548 |
202,535 |
289,612 |
382,743 | |
Financial expenses |
|
|
|
|
Losses from derivatives |
(40,026) |
(173,089) |
(300,952) |
(309,665) |
Interest on short and long-term debt |
(150,056) |
(136,209) |
(426,060) |
(387,002) |
Bank interest and expenses |
(5,253) |
(6,041) |
(16,615) |
(36,346) |
Monetary variation |
(796) |
(993) |
(2,906) |
(2,753) |
Other (a) |
(76,165) |
(48,141) |
(104,182) |
(66,291) |
(272,296) |
(364,473) |
(850,715) |
(802,057) | |
|
|
|
| |
Foreign exchange variation, net (b) |
(281,135) |
(24,848) |
(173,257) |
(299,379) |
|
|
|
|
|
Total |
(434,883) |
(186,786) |
(734,360) |
(718,693) |
(a) From the total amount, R$21,648 (individual and consolidated) is related to the difference between the face and the market value of the bonds and R$58,280 (consolidated) corresponds to expenses related to bonds repurchase, as Note 18.
(b) From the net amount of R$173,259 for the nine-month period ended on September 30, 2014, portion of R$82,227 is related to the cash loss of the Bolívar Venezuelano, as described in Note 4.
73
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
29. Operating segment
Operating segments are defined as business activities from which it may earn revenues and incur expenses, which operating results are regularly reviewed by the relevant decision makers to evaluate performance and allocate resources to the segments.
As of January 01, 2013, as a result of the Smiles Program as an independent entity, the Company presents two operating segments: the flight transportation segment and the customer’s loyalty program segment.
The flight transportation segment offers regular transportation of passenger and cargo, and the customer’s loyalty program segment consists on the granting of credit reward miles to participants who can use them to redeem rewards, mainly airline tickets.
The accounting policies of the operating segments are the same as those applied to the consolidated financial statements. Additionally, the Company has distinct natures between the two reportable segments, which prevents any form of cost allocation, so there is no common costs and revenues between operating segments.
The information below presents the summarized financial position related to reportable segments for the nine-month period ended September 30, 2014:
a) Assets and liabilities of the operational segment
09/30/2014 | |||||
Flight transportation |
Smiles loyalty program |
Combined information |
Eliminations and adjustments to align accounting policies |
Total consolidated | |
Assets |
|
|
|||
Current |
3,117,846 |
636,919 |
3,754,765 |
(456,678) |
3,298,087 |
Noncurrent |
7,197,665 |
944,671 |
8,142,336 |
(1,002,037) |
7,140,299 |
Total assets |
10,315,511 |
1,581,590 |
11,897,101 |
(1,458,715) |
10,438,386 |
|
|
|
|
| |
Liabilities |
|
|
|
|
|
Current |
3,891,011 |
784,481 |
4,675,492 |
(396,002) |
4,279,490 |
Noncurrent |
6,235,527 |
403,265 |
6,638,792 |
(848,714) |
5,790,078 |
Shareholder’s equity |
188,973 |
393,844 |
582,817 |
(213,999) |
368,818 |
Total liabilities and shareholder’s equity |
10,315,511 |
1,581,590 |
11,897,101 |
(1,458,715) |
10,438,386 |
74
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
29. Operating segment (Continued)
a) Assets and liabilities of the operational segment (Continued)
09/30/2013 | |||||
Flight transportation |
Smiles loyalty program |
Combined information |
Eliminations and adjustments to align accounting policies |
Total consolidated | |
Assets |
|
||||
Current |
3,158,731 |
834,116 |
3,992,847 |
(427,138) |
3,565,709 |
Noncurrent |
7,727,103 |
1,110,034 |
8,837,137 |
(1,764,398) |
7,072,739 |
Total assets |
10,885,834 |
1,944,150 |
12,829,984 |
(2,191,536) |
10,638,448 |
|
|
|
|
| |
Liabilities |
|
|
|
|
|
Current |
3,501,303 |
344,120 |
3,845,423 |
(398,632) |
3,446,791 |
Noncurrent |
6,733,604 |
270,974 |
7,004,578 |
(1,031,421) |
5,973,157 |
Shareholder’s equity |
650,927 |
1,329,056 |
1,979,983 |
(761,483) |
1,218,500 |
Total liabilities and shareholder’s equity |
10,885,834 |
1,944,150 |
12,829,984 |
(2,191,536) |
10,638,448 |
b) Income and expenses of the operational segment
09/30/2014 |
| |||||
Fligh Transportation |
Smiles loyalty Program |
Combined information |
Eliminations and adjustments to align accounting policies |
Total consolidated | ||
Net revenue |
|
|
| |||
Passenger |
6,490,881 |
- |
6,490,881 |
114,165 |
6,605,046 | |
Cargo and other |
672,241 |
- |
672,241 |
(13,554) |
658,687 | |
Miles redeemed revenue |
- |
564,227 |
564,227 |
(491,580) |
72,647 | |
Costs |
(5,987,435) |
(308,569) |
(6,296,004) |
308,568 |
(5,987,436) | |
Net income |
1,175,687 |
255,658 |
1,431,345 |
(82,401) |
1,348,944 | |
|
|
|
|
| ||
Operating expenses |
|
|
|
|
| |
Sales and marketing |
(638,206) |
(44,647) |
(682,853) |
64,149 |
(618,704) | |
Administrative expenses |
(447,452) |
(23,886) |
(471,338) |
3,604 |
(467,734) | |
Other operating revenue, net |
73,920 |
- |
73,920 |
- |
73,920 | |
(1,011,738) |
(68,533) |
(1,080,271) |
67,753 |
(1,012,518) | ||
|
|
|
|
| ||
Equity in subsidiaries |
100,896 |
(2,170) |
98,726 |
(100,896) |
(2,170) | |
|
|
|
|
| ||
Finance result |
|
|
|
|
| |
Financial income |
262,534 |
140,439 |
402,973 |
(113,361) |
289,612 | |
Financial expense |
(947,565) |
(16,510) |
(964,075) |
113,360 |
(850,715) | |
Exchange rate changes, net |
(172,077) |
(1,180) |
(173,257) |
- |
(173,257) | |
|
|
|
|
|
| |
Loss (income) before income tax and social contribution |
(592,263) |
307,704 |
(284,559) |
(115,545) |
(400,104) | |
|
|
|
|
| ||
Current and deferred income tax and social contribution |
14,510 |
(105,640) |
(91,130) |
4,980 |
(86,150) | |
Total loss (income), net |
(577,753) |
202,064 |
(375,689) |
(110,565) |
(486,254) | |
Attributable to Company’ shareholders |
- |
- |
- |
- |
(577,754) | |
Attributable to non-controlling Company’ shareholders |
- |
- |
- |
- |
91,500 | |
75
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
29. Operating segment (Continued)
b) Income and expenses of the operational segment (Continued)
09/30/2013 | |||||
Fligh Transportation |
Smiles loyalty Program |
Combined information |
Eliminations and adjustments to align accounting policies |
Total consolidated | |
Net revenue |
| ||||
Passenger |
5,663,631 |
- |
5,663,631 |
7,179 |
5,670,810 |
Cargo and other |
526,207 |
- |
526,207 |
(9,315) |
516,892 |
Miles redeemed revenue |
- |
385,789 |
385,789 |
(345,489) |
40,300 |
|
|
|
|
| |
Costs |
(5,356,426) |
(209,419) |
(5,565,845) |
192,678 |
(5,373,167) |
Net income |
833,412 |
176,370 |
1,009,782 |
(154,947) |
854,835 |
|
|
|
|
| |
Operating income (expenses) |
|
|
|
|
|
Sales and marketing |
(562,412) |
(29,326) |
(591,738) |
108,083 |
(483,655) |
Administrative expenses |
(374,372) |
(23,155) |
(397,527) |
20,351 |
(377,176) |
Other operating revenue, net |
109,128 |
- |
109,128 |
- |
109,128 |
|
|
|
|
| |
Finance result |
|
|
|
|
|
Financial income |
385,860 |
81,428 |
467,288 |
(84,545) |
382,743 |
Financial expense |
(886,544) |
(58) |
(886,602) |
84,545 |
(802,057) |
Exchange rate changes, net |
(299,245) |
(134) |
(299,379) |
- |
(299,379) |
|
|
|
|
| |
Loss (income) before income tax and social contribution |
(794,173) |
205,125 |
(589,048) |
(26,513) |
(615,561) |
|
|
|
|
| |
Current and deferred income tax and social contribution |
(34,780) |
(63,958) |
(98,738) |
9,014 |
(89,724) |
|
|
|
|
| |
Total loss (income), net |
(828,953) |
141,167 |
(687,786) |
(17,499) |
(705,285) |
|
|
|
|
| |
Attributable to non-controlling Company’ shareholders |
- |
- |
- |
- |
(748,768) |
Attributable to Company’ shareholders |
- |
- |
- |
- |
43,483 |
In the individual interim financial information - ITR of the subsidiary Smiles S.A., which represents the segment Smiles Loyalty Program and in the information provided to the relevant decision makers, the revenue recognition occurs upon redemption of the miles by the participants. Under this perspective, this measurement is appropriate given that this is when the revenue recognition cycle is complete. At this point, Smiles has transferred to its suppliers the obligation to provide services or deliver products to its customers.
76
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
29. Operating segment (Continued)
b) Income and expenses of the operational segment (Continued)
However, from a consolidated perspective, the revenue recognition cycle related to miles exchanged for flight tickets is only complete when the passengers are effectively transported. Therefore, for purposes of reconciliation with the consolidated assets, liabilities and results, as well as for purposes of equity method of accounting and for consolidation purposes, the Company performed, besides eliminations entries, consolidating adjustments to adjust the accounting practices related to Smiles’ revenues. In this case, under the perspective of the consolidated financial statements, the miles that were used to redeem airline tickets are only recognized as revenue when passengers are transported, in accordance with accounting practices and policies adopted by the Company.
30. Commitments
As of September 30, 2014 the Company holds 130 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. The approximate amount of firm orders, not including the contractual discounts, is R$36,394,836 (corresponding to US$14,848,974 at the reporting date) and are segregated according to the following years:
09/30/2014 |
12/31/2013 | |
2014 |
- |
1,764,882 |
2015 |
1,221,549 |
1,167,524 |
2016 |
1,278,106 |
1,221,579 |
2017 |
1,967,979 |
1,880,941 |
2018 |
1,344,202 |
1,284,752 |
Beyond 2018 |
30,583,000 |
29,230,410 |
36,394,836 |
36,550,088 |
As of September 30, 2014, from the total orders mentioned above, the Company holds commitments in the amount of R$4,931,839 (corresponding to US$2,032,451 at the reporting date) related to advances for aircraft acquisition, to be disbursed in accordance with the following schedule:
09/30/2014 |
12/31/2013 | |
2014 |
47,849 |
163,368 |
2015 |
267,546 |
255,714 |
2016 |
142,302 |
136,009 |
2017 |
247,202 |
236,269 |
2018 |
600,823 |
574,250 |
Beyond 2018 |
3,626,117 |
3,465,745 |
4,931,839 |
4,831,355 |
77
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
30. Commitments (Continued)
The installment financed by long-term debt with aircraft guarantee through the U.S. Ex-Im Bank corresponds approximately to 85% of the aircraft total cost. Other establishments finance the acquisitions with equal or higher percentages, reaching up to 100%.
The Company performs payments related to aircraft acquisition through its own funds, short and long-term debt, cash provided by operating activities, short and medium-term line of credit and supplier financing.
The Company leases its entire aircraft fleet through a combination of operational and financial leases. As of September 30, 2014, the total fleet leased was comprised of 143 aircraft, excluding 3 aircraft from Webjet’s fleet, of which 97 were under operating leases and 46 were recorded as financial leases. The Company holds 40 aircraft under financial leasing with purchase option. During the nine-month period ended September 30, 2014, the Company received 9 aircraft under operating lease contracts and affected the return of 8 aircraft operating lease.
a) Operating leases
The future payments of non-cancelable operating lease contracts are denominated in U.S. Dollars, and are as follows:
09/30/2014 |
12/31/2013 | |
2014 |
249,428 |
693,125 |
2015 |
697,590 |
581,153 |
2016 |
630,039 |
508,828 |
2017 |
576,816 |
456,990 |
2018 |
510,850 |
397,103 |
Beyond 2018 |
2,205,265 |
1,456,846 |
Total minimum lease payments |
4,869,988 |
4,094,045 |
b) Sale-leaseback transactions
During the nine-month period ended September 30, 2014, the Company recorded the amount of R$1,783 and R$1,783, as “Other payables” in current and noncurrent liabilities, respectively (R$5,247 and R$3,118 as of December 31, 2013), related to the gains from sale-leaseback transactions performed by its subsidiary GAC Inc. in 2006 of 8 aircraft 737-800 Next Generation. These gains were deferred and are being amortized proportionally to the payments of the operational lease agreements, of which 1 aircraft have the agreement maturity of 91 months, 5 aircraft have contract term of 96 months and 2 aircraft have contract term of 120 months.
78
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
30. Commitments (Continued)
b) Sale-leaseback transactions (Continued)
On the same date, the Company held the amount of R$8,280 and R$20,316 as “Prepaid expenses” in current and noncurrent assets, respectively (R$8,923 and R$26,526 as of December 31, 2013), related to the losses on sale-leaseback transactions performed by its subsidiary GAC Inc. of 9 aircraft. During the years 2007, 2008 and 2009 these losses were deferred, and are being amortized proportionally to the payments of the operational lease agreements over the contract term of 120 months.
Additionally, during the nine-month period ended on September 30, 2014, the Company recorded a gain of R$73,920 resulting from 9 aircraft received during the period (14 aircraft received during the nine-month period ended on September 30, 2013) that were used as sale-leaseback transactions and resulted in operating leases. Given that the gains and losses from sale-leaseback transactions will not be offset against future lease payments and were negotiated at fair value, such gain was recognized directly in profit or loss.
31. Financial instruments
The Company and its subsidiaries have financial asset and financial liability transactions, which consist in part of derivative financial instruments.
The financial derivative instruments are used to hedge against the inherent risks related to the Company operations. The Company and its subsidiaries consider as most relevant risks: fuel price, exchange rate and interest rate. These risks can be mitigated by using exchange swap derivatives, futures and options contracts based on oil, U.S. Dollar and interest markets. The contracts may be held by means of exclusive investment funds, as described in the Risk Management Policy of the Company.
Management follows a documented guideline when managing its financial instruments, set out in its Risk Management Policy, which is periodically revised by the Risk Committee (CPR), and approved by the Board of Directors. The Committee sets the guidelines and limits, monitors controls, including the mathematical models adopted for a continuous monitoring of exposures and possible financial effects and also prevents the execution of speculative financial instruments transactions.
The gains or losses on these transactions and the application of risk management controls are part of the Committee’s monitoring and have been satisfactory when considering the objectives proposed.
79
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
The fair values of financial assets and liabilities of the Company and its subsidiaries are established through information available in the market and according to valuation methodologies.
Most of the derivative financial instruments are engaged with the purpose of hedging against fuel and exchange rates risks based on scenarios with low probability of occurrence, and thus have lower costs compared to other instruments with higher probability of occurrence. Consequently, despite the high correlation between the hedged item and the derivative financial instruments contracted, can presents ineffective positions for hedge accounting purposes upon settlement, which are presented in the tables below.
The description of the consolidated account balances and the categories of financial instruments included in the balance sheet as of September 30, 2014 and December 31, 2013 is as follows:
|
Measured at fair value through profit or loss |
Measured at amortized cost (a) | ||
|
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 |
Assets |
|
|
|
|
Cash and cash equivalents |
1,942,277 |
1,635,647 |
- |
- |
Short-term investments (c) |
437,070 |
1,155,617 |
- |
- |
Restricted cash |
337,190 |
254,456 |
- |
- |
Derivatives operations assets (b) |
3,636 |
48,934 |
- |
- |
Accounts receivable |
- |
- |
532,277 |
324,821 |
Deposits (d) |
- |
- |
667,290 |
630,168 |
Other credits |
- |
- |
71,997 |
66,773 |
Prepayment of hedge premium |
- |
- |
- |
1,532 |
|
|
|
| |
Liabilities |
|
|
|
|
Loans and financing (a) |
- |
- |
6,069,511 |
5,589,385 |
Suppliers |
- |
- |
479,169 |
502,919 |
Derivatives obligations (b) |
40,647 |
30,315 |
- |
- |
(a) The fair values are approximately the book values, according to the short term maturity period of these assets and liabilities, except the amounts related to Perpetual Bonds and Senior Notes, as disclosed on Note 18.
(b) The Company registered as of September 30, 2014 the amount net of R$96,037, net of tax effects (R$18,162 as of December 31, 2013) in equity as an equity valuation resulting from these assets and liabilities, as explained in Note 25f.
(c) The Company manages its investments as held for trading to pay its operational expenses.
(d) Excludes the escrow deposits, as mentioned in Note 11.
On September 30, 2014 the Company had no financial assets available for sale.
80
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments(Continued)
Risks
The operating activities expose the Company and its subsidiaries to the following financial risks: market (especially currency risk, interest rate risk, and fuel price risk), credit and liquidity risks. These risks are originated by, essentially, leasing agreements of aircraft purchase.
The Company’s risk management policy aims at mitigating potential adverse effects from transactions that could affect its financial performance.
The Company’s and its subsidiaries’ decisions on the exposure portion to be hedged against financial risk, both for fuel consumption and currency and interest rate exposures, consider the risks and hedge costs.
The Company and its subsidiaries do not usually contract hedging instruments for its total exposure, and thus they are subject to the portion of risks resulting from market fluctuations. The portion of exposure to be hedged is determined and reviewed at least yearly in compliance with the strategies determined in the Risk Policies Committees. The relevant information on the main risks affecting the Company’s and its subsidiaries’ operation is as follows:
a) Fuel price risk
As of September 30, 2014, fuel expenses accounted for 40.7% of the costs and operating expenses of the Company. The aircraft fuel price fluctuates both in the short and in the long term, in line with crude oil and oil byproduct price fluctuations.
To mitigate the risk of fuel price, the Company holds derivative financial instruments referenced mainly to crude oil and, eventually, to their derivatives, also contracted, directly with the local supplier, are future fuel deliveries to aircraft at predetermined prices.
As of September 30, 2014, there are no open transactions of derivatives instruments of fuel price variation hedge.
b) Exchange rate risk
The exchange rate risk derives from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. The exposure of the Company’s and its subsidiaries’ assets and liabilities to the foreign currency risk mainly derives from foreign currency-denominated leases and financing.
81
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments(Continued)
Risks (Continued)
b) Exchange rate risk (Continued)
The Company’s revenues are mainly denominated in Brazilian Reais, except for a small portion in U.S. Dollar, Argentinean pesos, Bolivian bolivianos, Chilean peso, Colombian peso, Paraguay Guarani, Uruguayan peso, Venezuela bolivar etc.
To mitigate the risk of exchange rate, the Company holds derivative financial instruments that are referenced to the U.S. Dollar.
The currency exposure of the Company on September 30, 2014 and December 31, 2013 is shown below:
Individual |
Consolidated | |||
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 | |
Assets |
||||
Cash and short-term investments |
505,484 |
319,565 |
935,972 |
1,061,746 |
Trade receivables |
- |
- |
24,163 |
39,924 |
Deposits |
- |
- |
667,290 |
630,168 |
Hedge premium |
- |
- |
- |
1,532 |
Prepaid expenses with leases |
- |
- |
42,003 |
27,238 |
Result from hedge operations |
- |
- |
3,636 |
48,934 |
Others |
- |
- |
8,301 |
5,968 |
Total assets |
505,484 |
319,565 |
1,681,365 |
1,815,510 |
|
|
|
|
|
Liabilities |
|
|
||
Foreign suppliers |
- |
- |
34,270 |
30,629 |
Short and long-term debt |
1,963,781 |
1,698,982 |
2,245,656 |
2,151,051 |
Finance leases payable |
- |
- |
2,106,537 |
2,195,328 |
Other leases payable |
- |
- |
70,634 |
45,140 |
Provision for aircraft return |
- |
- |
345,788 |
347,290 |
Contingency provision |
- |
- |
291 |
27,267 |
Related parties |
135,713 |
113,741 |
- |
- |
Total liabilities |
2,099,494 |
1,812,723 |
4,803,176 |
4,796,705 |
Exchange exposure in R$ |
1,594,010 |
1,493,158 |
3,121,811 |
2,981,195 |
|
|
|||
Obligations not registered in the balance sheet |
|
|
||
Future obligations resulting from operating leases |
- |
- |
4,869,988 |
4,094,045 |
Future obligations resulting from firm aircraft orders |
36,394,836 |
36,550,088 |
36,394,836 |
36,550,088 |
Total |
36,394,836 |
36,550,088 |
41,264,824 |
40,644,133 |
|
|
|||
Total exchange exposure R$ |
37,988,846 |
38,043,246 |
44,386,635 |
43,625,328 |
Total exchange exposure US$ |
15,499,325 |
16,239,753 |
18,109,602 |
18,622,611 |
Exchange rate (R$/US$) |
2.4510 |
2.3426 |
2.4510 |
2.3426 |
82
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Risks (Continued)
c) Interest rate risk
The Company and its subsidiaries are exposed to fluctuations in domestic and foreign interest rates, substantially the CDI and Libor, respectively. The highest exposure is related to lease transactions, of which the installments to be paid are indexed to the Libor after date that the aircraft are delivered. Another relevant exposure is the local investments and debts indexed to the CDI rate.
To mitigate the interest rate risk the Company holds swap derivatives.
d) Credit risk
The credit risk is inherent in the Company’s operating and financing activities, mainly represented by trade receivables, cash and cash equivalents, including bank deposits.
The trade receivable credit risk consists of amounts falling due from the largest credit card companies, with credit risk better than or equal to those of the Company and its subsidiaries, and receivables from travel agencies, installment sales, and government sales, with a small portion exposed to risks from individuals or other entities.
As defined in the Risk Management Policy, the Company is required to evaluate the counterparty risks in financial instruments and diversify the exposure. Financial instruments are contracted with counterparties rated at least as investment grade by S&P and Moody’s. The financial instruments are mostly contracted on commodities and futures exchanges (BM&FBOVESPA and NYMEX), which substantially mitigate the credit risk, derivative transactions contracted on the OTC market (OTC) have counterparts with a minimum rating of "investment grade". The Company’s Risk Management Policy establishes a maximum limit of 20% per counterparty for short-term investments.
e) Liquidity risk
Liquidity risk takes on two distinct forms: market and cash flow liquidity risk. The first is related to current market prices and varies in accordance with the types of assets and the markets where they are traded. Cash flow liquidity risk, however, is related to difficulties in meeting the contracted operating obligations at the agreed dates.
83
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Risks (Continued)
e) Liquidity risk (Continued)
As a way of managing the liquidity risk, the Company invests its funds in liquid assets (governmental bonds, CDBs, and investment funds with daily liquidity), and the Cash Management Policy establishes that the Company’s and its subsidiaries’ weighted average debt maturity should be higher than the weighted average maturity of the investment portfolio. As of September 30, 2014, the weighted average maturity of the Company’s financial assets was 20 days and of financial debt, excluding perpetual bonds, was 3.9 years.
f) Capital management
The table below shows the financial leverage rate as of September 30, 2014 and December 31, 2013:
Consolidated | ||
09/30/2014 |
12/31/2013 | |
Shareholder’s equity (b) |
188,973 |
650,926 |
Cash and cash equivalents |
(1,942,277) |
(1,635,647) |
Restricted cash |
(337,190) |
(254,456) |
Short-term investments |
(437,070) |
(1,155,617) |
Short- and long-term debts |
6,069,511 |
5,589,385 |
Net debt (a) |
3,352,974 |
2,543,665 |
Leverage ratio (a)/(b) |
1774% |
391% |
The Company remains committed to maintaining high liquidity and an amortization profile without pressure on the short-term refinancing.
84
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments(Continued)
Derivative financial instruments
The derivative financial instruments were recognized in the following balance sheet line items:
Movement of assets and liabilities |
Fuel |
Foreign currency |
Interest rate |
Derivatives of equity instruments |
Total |
|
|
|
|
|
|
Asset (liability) as of December 31, 2013 |
22,873 |
- |
34,874 |
(30,315) |
27,432 |
Fair value variations: |
|
|
|
|
|
Gains (losses), net recognized in results |
(14,263) |
(56,041) |
(1) |
(15,901) |
(86,206) |
Gains (losses) recognized in other comprehensive income |
(1,134) |
- |
(177,362) |
- |
(178,496) |
Payments (cash receipts) during the period |
(30,468) |
58,492 |
105,933 |
- |
133,957 |
Exercise of stock options by General Atlantic |
- |
- |
- |
46,216 |
46,216 |
Asset (liability) as of September 30, 2014 (*) |
(22,992) |
2,451 |
(36,556) |
- |
(57,097) |
Movement of other comprehensive results |
Fuel |
Foreign currency |
Interest rate |
Derivatives of equity instruments |
Total |
|
|
|
|
|
|
Balance as of December 31, 2013 |
2,739 |
- |
(20,901) |
- |
(18,162) |
Fair value adjustments during the period |
(1,134) |
- |
(177,362) |
- |
(178,496) |
Reversal, net to profit or loss (b) |
(1,705) |
- |
62,208 |
- |
60,503 |
Tax effect |
965 |
- |
39,152 |
- |
40,117 |
Balance as of September 30, 2014 |
865 |
- |
(96,903) |
- |
(96,038) |
|
|
|
|
|
|
Effects on result (a+b) |
(12,558) |
(56,041) |
(62,209) |
(15,901) |
(146,709) |
|
|
|
|
| |
Operational income |
- |
- |
(9,859) |
- |
(9,859) |
Financial income (expense) |
(12,558) |
(56,041) |
(52,350) |
(15,901) |
(136,850) |
(*) Classified as "Rights with derivative operations" if the amount results in an asset or "Obligation with derivative operations" if the amount results in a liability. Includes R$20,086 of assets related to hedges held in an exclusive fund.
The Company adopts the hedge accounting. The derivatives contracted to hedge interest rate risk and fuel price risk are classified as "cash flow hedge", according to the parameters described in the Brazilian accounting standard CPC 38.
85
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Classification of derivatives financial instruments
i) Cash flow hedges
The Company and its subsidiaries use cash flow hedges to hedge against future revenue or expense fluctuations resulting from changes in the exchange rates, interest rates or fuel price, and accounts for actual fluctuations of the fair value of derivative financial instruments in shareholders’ equity until the hedged revenue or expense is recognized.
The Company estimates the effectiveness based on statistical correlation methods and the ratio between gains and losses on the financial instruments used as hedge, and the cost and expense fluctuation of the hedged items. The instruments are considered as effective when the fluctuation in the value of derivatives offsets between 80 % to 125% the impact of the price fluctuation on the cost or expense of the hedged item.
The balance of the actual fluctuations in the fair values of the derivatives designated as cash flow hedges is transferred from shareholders’ equity to profit or loss for the period in which the hedged costs or expenses impacts profit or loss. Gains or losses on effective cash flow hedges are recorded in balancing accounts of the hedged expenses, by reducing or increasing the operating cost, and the ineffective gains or losses are recognized as financial income or financial expenses for the period.
ii) Derivative financial instruments not designated as hedge
The Company holds derivative financial instruments that are not formally designated for hedge accounting. This occurs when transactions are in the short term and the control and disclosure complexity.
iii) Derivative equity instruments
In April 2013, the Company entered into an investment agreement with General Atlantic Service Company LLC. ("G.A.") that established the grant by the Company of an option to purchase its Smiles shares enabling the secondary acquisition by G.A. (or other person designated by it), of Smiles S.A. shares held by the Company. These stock options were exercised on February 27, 2014 and, during the period ended September 30, 2014, the Company registered a loss in derivative instruments on the financial result in the amount of R$15,901 related to the derivative market pricing. As of September 30, 2014, the Company performed a reversal of this derivative obligation to the equity in the amount of R$46,216.
86
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Hedge activities
a) Fuel hedge
Due to the low liquidity of jet fuel derivatives traded in commodities exchanges, the Company and its subsidiaries contracts crude oil derivatives (WTI, Brent) and its byproducts (Heating Oil) to hedge against fluctuations in jet fuel prices. Historically, oil prices are highly correlated with aircraft fuel prices.
As of September 30, 2014, the Company and its subsidiaries does not have contracts designated as “cash flow hedge accounting” of fuel.
The gains and losses from the derivative contracts for the period ended September 30, 2014 and December 31, 2013 are summarized below:
Closing balance on |
09/30/2014 |
12/31/2013 |
Fair value at end of the period (R$) |
(699) |
22,294 |
Gains with hedge effectiveness recognized in shareholders’ equity, net of taxes (R$) |
865 |
2,740 |
|
Three-month period ended on |
Nine-month period ended on | ||
Period ended on |
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 |
Hedge result recognized in operating costs (R$) |
- |
- |
- |
(3,777) |
Hedge result recognized in financial expenses (R$) |
787 |
13,464 |
8,827 |
988 |
Total earnings (losses) |
787 |
13,464 |
8,827 |
(2,789) |
As of September 30, 2014, the Company and its subsidiaries hold Heating Oil contracts not designated as cash flow hedge accounting.
Closing balance on |
09/30/2014 |
12/31/2013 |
Fair value at the end of the period (R$) |
(22,293) |
579 |
|
Three-month period ended on |
Nine-month period ended on | ||
Closing balance on |
09/30/2014 |
12/31/2013 |
09/30/2014 |
12/31/2013 |
Gains recognized in financial revenue (R$) |
(22,293) |
- |
(21,385) |
- |
Closing balance on |
09/30/2014 |
12/31/2013 |
Volume hedged for future periods (Thousand barrels) |
1,767 |
1,183 |
Volume engaged for future periods (Thousand barrels) |
2,347 |
1,860 |
87
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Hedge activities (Continued)
a) Fuel hedge (Continued)
4Q14 |
1Q15 |
2Q15 |
3Q15 |
Total 12M | |
Percentage of fuel exposure hedged |
4% |
26% |
30% |
10% |
17% |
Amount agreed in barrels (thousands barrels) |
114 |
911 |
986 |
336 |
2,347 |
Future rate agreed per barrel (US$)* |
127.60 |
121.06 |
124.49 |
124.66 |
123.34 |
Total in Brazilian Reais** |
35,652 |
270,319 |
300,855 |
102,666 |
709,492 |
* Weighted average between call strikes.
** The exchange rate: R$2.4510/US$1.00.
b) Foreign exchange hedge
As of September 30, 2014, the Company and its subsidiaries have future derivative contracts for the U.S. Dollar for foreign exchange cash flow protection, not designated as hedge accounting. The losses and gains of the derivatives, for the period ended on September 30, 2014 and the year ended December 31, 2013, are presented below:
|
09/30/2014 |
12/31/2013 |
Fair value at the end of period (R$) |
2,451 |
- |
Volume hedged for future periods (US$) |
148,500 |
319,000 |
|
Three-month period ended on |
Nine-month period ended on | ||
Period ended on |
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 |
Gains (losses) recognized in financial result (R$) |
34,222 |
(52,430) |
(56,041) |
(31,057) |
3Q14 |
4Q14 |
1Q15 |
Total 12M | |
Percentage of cash flow exposure |
30% |
- |
- |
6% |
Notional amount (US$) |
148,500 |
- |
- |
148,500 |
Future rate agreed (R$) |
2.4032 |
- |
- |
2.4032 |
Total in Brazilian Reais |
356,876 |
- |
- |
356,876 |
88
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Hedge activities (Continued)
c) Interest rate hedges
As of September 30, 2014, the Company and its subsidiaries have swap derivatives designated as cash flow hedge for Libor interest rate. The summary of interest rate derivatives designated as Libor cash flow hedges is shown below:
Closing balance at |
09/30/2014 |
12/31/2013 |
|
|
Fair value at the end of the period (R$) |
(36,556) |
34,873 |
|
|
Nominal value at the end of the period (US$) |
588,150 |
1,319,250 |
|
|
Hedge losses recognized in shareholders’ equity, net of taxes (R$) |
(76,685) |
(20,901) |
|
|
|
|
| ||
|
Three-month period ended on |
Nine-month period ended on | ||
Period ended on |
09/30/2014 |
09/30/2013 |
09/30/2014 |
09/30/2013 |
Losses (gains) recognized in financial expenses (revenue) (R$) |
21,655 |
(9,597) |
(52,350) |
9,183 |
Losses recognized in financial income (R$) |
(3,285) |
- |
(9,859) |
- |
Total losses |
18,370 |
(9,597) |
(62,209) |
9,183 |
As of September 30, 2014 the Company and its subsidiaries did not hold positions in Libor interest derivative agreements not designated for hedge accounting.
Sensitivity analysis of derivative financial instruments
The sensitivity analysis of financial instruments was prepared according to CVM Instruction 475/08, in order to estimate the impact on the fair value of financial instruments operated by the Company, considering three scenarios considered in the risk variable: most likely scenario, the assessment of the Company; deterioration of 25% (possible adverse scenario) in the risk variable, deterioration 50% (remote adverse scenario).
The estimates presented, since they are based on simple statistics, do not necessarily reflect the amounts to be reported in the next financial statements. The use of different methodologies and/ or assumptions may have a material effect on the estimates presented.
The tables below show the sensitivity analysis for market risks and financial instruments considered relevant by management, open position as of September 30, 2014 and based on the scenarios described above.
The probable scenario of the Company is the maintaining of the market rates.
In the tables, positive values are displayed as asset exposures (assets greater than liabilities) and negative values are exposed liabilities (liabilities greater than assets).
89
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Individual
i) Foreign exchange risk
As of September 30, 2014, the Company has a currency exposure of R$1,594,010 (see Note 31b). On this date, the exchange rate adopted was R$2.4510/US$, corresponding to the closing rate of the month published by Banco Central do Brasil as a likely scenario, and the impacts analyzed from the variation of 25% and 50% over the current rate are shown below:
Instrument |
Risk |
Exposed Values |
Probable Scenario |
Possible Adverse Scenario |
Remote Adverse Scenario |
+ 25% |
+ 50% | ||||
Liabilities, net |
Dollar Appreciation |
(1,594,009)* |
- |
(398,502)* |
(797,005)* |
|
|
|
|
||
|
|
Dollar |
2.4510 |
3.0638 |
3.6765 |
(*) Negative amounts correspond to net losses in case of exchange variation.
Consolidated
i) Fuel risk factor
As of September 30, 2014, the Company holds oil derivative contracts amounting 2,347 thousand barrels maturiting on June, 2015. The likely scenario is the market curve for Brent and Heating Oil, which amounted, as of September 30, 2014, US$138.98/bbl and US$120.81/bbl, respectively.
Risk |
Exposed amount |
Adverse Scenario Remote |
Possible Adverse Scenario |
-50% |
-25% | ||
Decrease on the market prices |
(22,992) |
(297,429) |
(139,311) |
|
|
| |
Heating Oil Oilrent |
US$69.49/bbl |
US$104.23/bbl | |
|
Brent |
US$60.41/bbl |
US$90.61/bbl |
90
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Consolidated (Continued)
ii) Foreign exchange risk factor
As of September 30, 2014, the Company holds Dollar derivative contracts with a notional value of US$148,500 with maturity until January, 2015, and a net exchange exposure liability of R$3,152,623 (see Note 31b). At the current date, the Company adopted the closing exchange rate of R$2.4510/US$ as a likely scenario, and the impact of the change of 25% and 50% over the current rate, is shown below:
Instruments |
Exposed amount |
-50% |
-25% |
+ 25% |
+50% |
R$1.2255/USD |
R$1.8383/USD |
R$3.0638/USD |
R$3.6765/USD | ||
Liabilities, net |
(3,121,811) |
1,560,906 |
780,453 |
(780,453) |
(1,560,906) |
Derivative |
2,451 |
(213,857) |
(107,188) |
106,150 |
212,819 |
|
(3,119,360)* |
1,347,049 |
673,265 |
(674,303)* |
(1,348,087)* |
(*) Negative values correspond to net losses expected in the case of U.S. Dollar appreciation.
III) Interest risk factor
As of September 30, 2014, the Company holds financial investments and financial liabilities indexed to several rates, and Libor interest.
In the sensitivity analysis of non-derivative financial instruments it was considered the impacts on yearly interest of the exposed values as of September 30, 2014 (see Note 19), arising from fluctuations in interest rates according to the scenarios presented below:
Instruments |
Risk |
Exposed amount |
Probable Scenario |
Possible Adverse Scenario |
Adverse Scenario Remote |
25% |
50% | ||||
Financial investments - Short and Long-term debt (a) |
Increase in the CDI rate |
(36,556) |
- |
(92,568) |
(182,834) |
Derivative |
Decrease in the Libor rate |
(82,497) |
- |
(16,865) |
(33,729) |
(a) Refers to the sum of the values invested and raised in the market and indexed to CDI, the negative amounts means more debt than application.
91
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
31. Financial instruments (Continued)
Measurement of the fair value of financial instruments
In order to comply with the disclosure requirements for financial instruments measured at fair value, the Company and its subsidiaries must classify its instruments in Levels 1 to 3, based on observable fair value levels:
a) Level 1: Fair value measurements are calculated based on quoted prices (without adjustment) in active market or identical liabilities;
b) Level 2: Fair value measurements are calculated based on other variables besides quoted prices included in Level 1, that are observable for the asset or liability directly (such as prices) or indirectly (derived from prices); and
c) Level 3: Fair value measurements are calculated based on valuation methods that include the asset or liability but that are not based on observable market variables (unobservable inputs).
The following table shows a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their related classifications of the valuation method, as of September 30, 2014 and December 31, 2013:
|
09/30/2014 |
12/31/2013 | ||
Financial instrument |
Book value 09/30/2014 |
Other significant observable factors (level 2) |
Book value 12/31/2013 |
Other significant observable factors (level 2) |
|
|
|
| |
Cash equivalents |
1,942,277 |
1,942,277 |
1,635,647 |
1,635,647 |
Short-term investments |
437,070 |
437,070 |
1,155,617 |
1,180,828 |
Restricted cash |
337,190 |
337,190 |
254,456 |
254,456 |
Liabilities from derivative transactions |
40,647 |
40,647 |
30,315 |
30,315 |
Rights on derivative transactions |
3,636 |
3,636 |
48,934 |
48,934 |
32. Non-cash transactions
Parent Company
On February 27, 2014, the Company sold a portion of its investment on Smiles S.A. to G.A. As a result, the amount of R$46,216 related to the equity derivative previously registered on “Liabilities from derivative transactions” was reversed to equity as part of gain of the transaction. This operation did not affect the Company’s cash during the period.
92
GOL Linhas Aéreas Inteligentes S.A.
Notes to the consolidated interim financial information (Continued)
September 30, 2014
(In thousands of Brazilian Reais - R$, except when indicated otherwise)
32. Non-cash transactions (Continued)
Consolidated
As of September 30, 2014, the Company increased its property, plant and equipment in the amount of R$49,170, related to an increase of the provision for aircraft return.
As of September 30, 2014, the Company recorded the amount of R$6,250 related to the affiliate Company obligation due to the acquisition of Netpoints S.A. with counterpart in "Investments”. This transaction did not affect its cash position during the period ended September 30, 2014.
As of May 31, 2014, the Company acquired software licenses (“Siebel”) in the amount of R$11,246. This transaction did not affect its cash position during the period ended September 30, 2014.
33. Insurance
As of September 30, 2014, the insurance coverage by nature, considering the aircraft fleet and related to the maximum reimbursable amounts indicated in U.S. Dollars, is as follows:
Aeronautical Type |
In Reais |
In U.S. Dollars |
Guarantee - hull/war |
13,204,788 |
5,388,829 |
Civil liability per event/aircraft (*) |
1,837,800 |
750,000 |
Inventories (*) |
343,056 |
140,000 |
(*) Values per incident and annual aggregate.
Pursuant to Law 10,744, of October 9, 2003, the Brazilian government assumed the commitment to complement any civil liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which VRG may be required to pay, for amounts exceeding the limit of the insurance policies effective beginning September 10, 2001, limited to the amount in Brazilian Reais equivalent to one billion U.S. Dollars.
The scope the review from the Company’s independent auditors does not include the review of the effectiveness of the insurance coverage, which was determined by the Company and is considerated sufficient to cover possible losses.
93
GOL LINHAS AÉREAS INTELIGENTES S.A. | ||
By: |
/S/ Edmar Prado Lopes Neto | |
Name: Edmar Prado Lopes Neto
Title: Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.