goldf3q16_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of November, 2016
(Commission File No. 001-32221) ,
 

 
GOL LINHAS AÉREAS INTELIGENTES S.A.
(Exact name of registrant as specified in its charter)
 
GOL INTELLIGENT AIRLINES INC.
(Translation of Registrant's name into English)
 


 
Praça Comandante Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto 
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of Regristrant's principal executive offices)

 


Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______

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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 
 

Individual and Consolidated Quarterly Information Form (ITR) for the quarter ended

September 30, 2016

 

GOL Linhas Aéreas Inteligentes S.A.

September 30, 2016

with Independent Auditors’ Report on their review of the quarterly information

 

 

 

 

 


 

 

 

Gol Linhas Aéreas Inteligentes S.A.

 

Individual and consolidated quarterly information form (ITR)

September 30, 2016

 

 

 

Contents

 

 

Message from Management  01 
Report of the statutory audit committee (CAE)  06 
Declaration of the officers on the quarterly information form (ITR)  07 
Declaration of the officers on the independent auditors’ review report  08 
Report on the review of the quarterly information  09 
 
Individual quarterly information form (ITR)   
 
Statements of financial position  11 
Statements of income  13 
Statements of comprehensive income  14 
Statements of changes in equity  15 
Statements of cash flows  17 
Value added statements  18 
 
Consolidated quarterly information form (ITR)   
 
Statements of financial position  19 
Statements of income  21 
Statements of comprehensive income  22 
Statements of changes in equity  23 
Statements of cash flows  25 
Value added statements  27 
 
Notes to the quarterly information form (ITR)  28 

 

 

 

 


 

 

Message from Management

 

 

GOL posted an operating margin of 9.7% in 3Q16, accompanied by an operating result (EBIT) of R$232.6 million, due to the rationalization of capacity, which reduced the number of seats available for sale by 20.1%, leading to a 1.5% increase in yield, and the strict control over costs, which fell by 12.6%. In the year through September, EBIT was R$498.3 million, with a margin of 6.9%, and net income reached R$1.1 billion, representing a margin of 15.7%.

 

Aiming to ensure a better flight experience for our customers, in August 2016 we launched the GOL Premium Lounge in Guarulhos International Airport in São Paulo. The new VIP lounge has modern and distinctive spaces specially designed to provide clients with increased ease and convenience. We will be inaugurating two more lounges, in the Galeão Airport in Rio de Janeiro, by 1Q17. 

 

On October 4, we undertook the first commercial flight in South America with internet on board on the Congonhas-Brasilia-Congonhas route. The Company's entire fleet will be equipped with this service by October 2018.

 

We announced the expansion of our codeshare agreement with Copa Airlines and Aeromexico, as well as a new partnership with Emirates. As a result, passengers served by these companies will only have to check-in themselves and their baggage once and will be able to take advantage of an extensive route network. Customers will also benefit from being able to accumulate miles and redeem tickets through loyalty programs.

 

We deepened our activities with Smiles in order to provide more benefits and amenities to customers, exemplified by the expansion of miles accumulation to promotional fares. In addition, customers entitled to a category upgrade during the year and who accumulate more qualifying miles than necessary will be entitled to carry the surplus forward to the following year, helping them maintain their category or possibly entitling them to a new upgrade.

 

We concluded our service to the Olympic Summer Games held in Rio de Janeiro in August and September with absolute success. All in all, we carried more than 7,200 athletes, 5,604 passengers with passengers with reduced mobility or special needs and 49 delegations. The launch of the accessibility ramp, the improvements in our processes and procedures and the excellence of our service, as well as the high level of security in our operations represent the medals we won in the Games and which we will wear with great pride!

 

I would like to thank all the organizations and our Team of Eagles who played a vital role in helping us get through this period of rapid economic change. We are convinced we will arise from this arduous and complex process even stronger, more efficient and fully prepared for a new cycle in Brazil’s economy.

 

 

Paulo Sérgio Kakinoff
CEO of GOL Linhas Aéreas Inteligentes S.A.

 

 

 

 

1


 
 

 

Operating and financial indicators

Traffic data - GOL

3Q16

3Q15

% Var.

9M16

9M15

% Var.

RPK GOL – Total

9,173

9,684

-5.3%

26,766

28,970

-7.6%

RPK GOL - Domestic

8,193

8,441

-2.9%

23,801

25,486

-6.6%

RPK GOL - International

980

1,243

-21.1%

2,966

3,484

-14.9%

ASK GOL – Total

11,502

12,321

-6.7%

34,529

37,224

-7.2%

ASK GOL – Domestic

10,188

10,650

-4.3%

30,536

32,376

-5.7%

ASK GOL - International

1,313

1,672

-21.4%

3,994

4,848

-17.6%

GOL Load Factor - Total

79.8%

78.6%

1.2 p.p

77.5%

77.8%

-0.3 p.p

GOL Load Factor - Domestic

80.4%

79.3%

1.2 p.p

77.9%

78.7%

-0.8 p.p

GOL Load Factor - International

74.6%

74.4%

0.3 p.p

74.3%

71.9%

2.4 p.p

Operational data

3Q16

3Q15

% Var.

9M16

9M15

% Var.

Revenue Passengers - Pax on board ('000)

8,120.9

9,775.1

-16.9%

24,516.7

29,284.3

-16.3%

Aircraft Utilization (Block Hours/Day)

11.4

11.2

2.2%

11.0

11.3

-3.5%

Departures

62,492

78,578

-20.5%

197,654

236,525

-16.4%

Average Stage Length (km)

1,081

936

15.6%

1,030

933

10.4%

Fuel consumption (mm liters)

341

387

-11.7%

1,038

1,160

-10.5%

Full-time employees (at period end)

15,136

16,702

-9.4%

15,136

16,702

-9.4%

Average Operating Fleet

112

128

-13.0%

119

128

-7.1%

Financial data

3Q16

3Q15

% Var.

9M16

9M15

% Var.

Net YIELD (R$ cents)

22.89

22.54

1.5%

23.65

21.60

9.5%

Net PRASK (R$ cents)

18.25

17.72

3.0%

18.33

16.81

9.0%

Net RASK (R$ cents)

20.88

20.21

3.3%

20.86

19.14

9.0%

CASK (R$ cents)

18.84

20.13

-6.4%

19.40

19.37

0.2%

CASK ex-fuel (R$ cents)

13.04

13.45

-3.1%

13.56

12.84

5.6%

CASK (R$ cents) adjusted4

18.96

20.12

-5.7%

20.00

19.42

3.0%

CASK ex-fuel (R$ cents) adjusted4

13.15

13.44

-2.1%

14.16

12.89

9.8%

Average Exchange Rate 1

3.2460

3.5380

-8.3%

3.5519

3.1604

12.4%

End of period Exchange Rate 1

3.2462

3.9729

-18.3%

3.2462

3.9729

-18.3%

WTI (avg. per barrel, US$) 2

44.9

46.5

-3.4%

41.4

51.0

-18.8%

Price per liter Fuel (R$) 3

1.96

2.13

-8.0%

1.94

2.10

-7.3%

Gulf Coast Jet Fuel (avg. per liter, US$)2

0.34

0.38

-11.0%

0.31

0.43

-26.5%

 

1. Source: Central Bank; 2. Source: Bloomberg; 3. Fuel expenses/liters consumed; 4. Excluding non-recurring results on return of aircraft under finance lease contracts and sale-leaseback transactions; *Certain variation calculations in this report may not match due to rounding..

 

 

 

2


 
 

 

Domestic market – GOL

      Domestic supply decreased by 4.3% in the quarter and 5.7% from January to September of 2016 compared to the same period of 2015, reflecting the network adjustments in May 2016 with the aim of reducing supply about 8% over the year.

      Domestic demand decreased by 2.9% in 3Q16 and 6.6% in 9M16, resulting in a domestic load factor of 80.4%, a increase of 1.2 p.p. compared to 3Q15, and 77.9%, a decrease of 0.8 p.p. compared to 9M15.

      GOL transported 7.7 million passengers in the domestic market in the quarter, representing a decrease of 16.9% when compared to the same period in 2015. The Company maintained its leadership position in the number of transported passengers in Brazil’s domestic aviation market.

International market - GOL

      GOL’s international supply decreased 21.4% in the quarter and 17.6% in 9M16, compared to 2015. International demand showed a decrease of 21.1% between July and September, registering load factor of 74.6%, and, in 9M16, a decrease of 14.9%, leading the international load factor to 74.3%.

      During the quarter, GOL transported 469.4 thousand passengers in the international market, 16.5% less than in 2015. For 9M16, the Company transported 1,431.6 thousand passengers, a decrease of 10.8% compared to the same period in 2015.

Volume of departures and Total seats - GOL

The volume of departures in the overall system was reduced by 20.5% and 16.4% in the third quarter and 9M16, respectively. The total number of seats available of the market fell 20.1% in 3Q16 and 16.2% in the nine months of 2016.

PRASK, Yield and RASK

      Net PRASK grew by 3.0% and 9.0%, RASK improved 3.3% and 9.0% and yield increased by 1.5% and 9.5%, in comparison with 3Q15 and 9M15, respectively.  It is worth noting the ASK decreased 6.7% in the quarter and 7.2% from January to September of 2016.

 

 

 

3


 
 

 

Capex

Capital expenditures for the nine-month period ended September 30, 2016, were a negative R$380.3 million, due to the postponement of aircraft deliveries in 2016 and 2017 and consequently return of cash. For more details on changes in property, plant and equipment, see Note 15 in the interim financial statements.

 

Operational fleet

 

Final

3Q16

3Q15

Var.

2Q16

Var.

Boeing 737-NGs

135

144

-9

139

-4

737-800 NG

102

107

-5

105

-3

737-700 NG

33

37

-4

34

-1

Opening for rent Type

3Q16

3Q15

% Var.

2Q16

% Var.

Financial Leasing (737-NG)

34

46

-12

37

-3

Operating Leasing

101

98

3

102

-1

                    *Non-operational

At the end of 3Q16, out of a total of 135 Boeing 737-NG aircraft, GOL was operating 116 aircraft on its routes. Of the 19 remaining aircraft, 11 were in the process of being returned to the lessors and 8 were sub-leased to other airlines.

GOL has 101 aircraft under operating leases and 34 under finance leases, 31 of which have a purchase option for when their leasing contracts expire.

The average age of the fleet was 8.0 years at the end of 3Q16. In order to maintain this average low, the Company has 120 firm aircraft acquisition orders with Boeing for fleet renewal by 2027.

The next B737 aircraft is expected to be received by the Company in July 2018.

 

Glossary of industry terms

|   AIRCRAFT LEASING: an agreement through which a company (the lessor), acquires a resource chosen by its client (the lessee) for subsequent rental to the latter for a determined period.

|   AIRCRAFT UTILIZATION: the average number of hours operated per day by the aircraft.

|   AVAILABLE SEAT KILOMETERS (ASK): the aircraft seating capacity multiplied by the number of kilometers flown.

|   AVERAGE STAGE LENGTH: the average number of kilometers flown per flight.

|   BLOCK HOURS: the time an aircraft is in flight plus taxiing time.

|   BREAKEVEN LOAD FACTOR: the passenger load factor that will result in passenger revenues being equal to operating expenses.

|   BRENT: oil produced in the North Sea, traded on the London Stock Exchange and used as a reference in the European and Asian derivatives markets.

|   CHARTER: a flight operated by an airline outside its normal or regular operations.

|   EBITDAR: earnings before interest, taxes, depreciation, amortization and rent. Airlines normally present EBITDAR, since aircraft leasing represents a significant operating expense for their business.

|   LESSOR: the party renting a property or other asset to another party, the lessee.

|   LOAD FACTOR: the percentage of aircraft seating capacity that is actually utilized (calculated by dividing RPK by ASK).

|   LONG-HAUL FLIGHTS: long-distance flights (in GOL’s case, flights of more than four hours’ duration).

 

 

4


 
 

 

|   OPERATING COST PER AVAILABLE SEAT KILOMETER (CASK): operating expenses divided by the total number of available seat kilometers.

|   OPERATING COST PER AVAILABLE SEAT KILOMETER EX-FUEL (CASK EX-FUEL): operating cost divided by the total number of available seat kilometers excluding fuel expenses.

|   OPERATING REVENUE PER AVAILABLE SEAT KILOMETER (RASK): total operating revenue divided by the total number of available seat kilometers.

|   PASSENGER REVENUE PER AVAILABLE SEAT KILOMETER (PRASK): total passenger revenue divided by the total number of available seat kilometers.

|   REVENUE PASSENGERS: the total number of passengers on board who have paid more than 25% of the full flight fare.

|   REVENUE PASSENGER KILOMETERS (RPK): the sum of the products of the number of paying passengers on a given flight and the length of the flight.

|   SALE-LEASEBACK: a financial transaction whereby a resource is sold and then leased back, enabling use of the resource without owning it.

|   SLOT: the right of an aircraft to take off or land at a given airport for a determined period of time.

|   SUB-LEASE: an arrangement whereby a lessor in a rent agreement leases the item rented to a third party.

|   TOTAL CASH: the sum of cash, financial investments and short and long-term restricted cash.

|   WTI Barrel: West Texas Intermediate – the West Texas region, where US oil exploration is concentrated. Serves as a reference for the US petroleum byproduct markets.

|   Yield pEr PASSENGER KILOMETER: the average value paid by a passenger to fly one kilometer.

Investor Relations

ri@voegol.com.br

www.voegol.com.br/ir

+55(11)2128-4700

 

About GLAI - GOL Linhas Aéreas Inteligentes S.A

Brazil's largest air transportation and travel services group with three main businesses: passenger transportation, cargo transportation and coalition loyalty program. GOL is Latin America's largest low-cost and low-fare carrier, operating approximately 800 daily flights to 63 destinations, being 11 international in South America and the Caribbean. GOLLOG is the cargo transportation and logistics business serving more than 3,000 Brazilian municipalities and, through partners, 90 international destinations in 47 countries. SMILES is one of the largest coalition loyalty programs in Latin America, with over 11 million registered participants, allowing clients to accumulate miles and redeem tickets for more than 700 locations worldwide. GLAI shares are traded on BM&FBOVESPA (GOLL4) and NYSE (GOL), the Company has the following ratings: CCC (Standard & Poor's), CC (Fitch) and Caa3 (Moody's).

 

Disclaimer

This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of GLAI. These are merely projections and, as such, are based exclusively on the expectations of GLAI’s management. Such forward-looking statements depend, substantially, on external factors, in addition to the risks disclosed in GLAI’s filed disclosure documents and are, therefore, subject to change without prior notice. The Company's non-financial information was not reviewed by the independent auditors.

 

 

5


 

 

Report of the statutory audit committee (CAE)

 

The GOL LINHAS AÉREAS INTELIGENTES S.A. Statutory Audit Committee, in compliance with its legal and statutory obligations, has reviewed the quarterly information for the period ended September 30, 2016. On the basis of the procedures we have undertaken, and taking into account the independent auditors’ review report issued by Ernst & Young Auditores Independentes S.S. and the information and explanations we have received during the period, we consider that these documents are fit to be submitted to the consideration of the Board of Directors.

 

 

 

 

São Paulo, November 4, 2016.

 

 

 

           

Germán Pasquale Quiroga Vilardo

Member of the Statutory Audit Committee

 

 

Antônio Kandir

Member of the Statutory Audit Committee

 

 

 

 

 

 

6


 

 

Declaration of the officers on the quarterly information form (ITR)

 

 

In compliance with the provisions of CVM Instruction No. 480/09, the Executive Board declares that it has discussed, reviewed and approved the quarterly information for the nine-month period ended September 30, 2016.

 

 

 

São Paulo, November 4, 2016.

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

Richard Lark

Chief Financial and Investor Relations Officer

 

 

 

 

 

7


 

 

Declaration of the officers on the independent auditors’ review report

 

 

In compliance with the provisions of CVM Instruction No. 480/09, the Executive Board declares that it has discussed, reviewed and approved the conclusions expressed in the independent auditors’ report on their review of the quarterly information for the nine-month period ended September 30, 2016.

 

 

 

São Paulo, November 4, 2016.

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

Richard Lark

Chief Financial and Investor Relations Officer

 

 

 

 

 

 

8


 

 

(A free translation from the original in Portuguese into English)

 

Report on the review of interim financial information

 

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 Aéreas Inteligentes S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended September 30, 2016, which comprises the balance sheet as at September 30, 2016 and the related income statement and statement of comprehensive income for the three and nine-month periods then ended, the statement of changes in equity and cash flow statement for the nine-month period then ended, including 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 in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. The scope of a review is significantly narrower than an audit conducted in accordance with Brazilian and International Standards on Auditing and, consequently , does not enable us to obtain assurance that we would become aware of all significant matters that might have be identified in an audit. Therefore, we do not express an audit opinion.

 

Conclusion on the individual and consolidated interim financial information

 

Based on our review, nothing came to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 applicable to the preparation of Quarterly Financial Information, consistently with the standards issued by the Brazilian Securities Commission (CVM).

 

 

 

 

 

 

9


 

 

 

Emphasis

 

As mentioned in the footnote No. 1, the Company's management has taken some investigative actions with the purpose of providing specific, concrete clarification on certain expenditure to companies under public authorities’ investigation. The actions for the investigation of such payments are still in progress, and at this time, we cannot predict the future developments arising from the research process conducted by public authorities, nor determine its possible effects on the information and / or financial statements. Our conclusion does not contain related caveat to this topic.

 

Other matters

 

Statements of value added

 

We have also reviewed the individual and consolidated statements of value added for the nine-month period ended September 30, 2016, prepared under the responsibility of management, the presentation of which in the interim financial information is required by rules issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Financial Information (ITR), and as supplementary information by IFRS, whereby no statement of value added presentation is required. These statements have been subjected to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in accordance with the overall accompanying interim individual and consolidated interim financial information.

 

 

São Paulo, November 4, 2016.

 

 

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP015199/O-6

           

 

 

Vanessa Martins Bernardi

Accountant CRC-1SP244569/O-3

 

 

 

 

 

10


 

Statements of financial position - Individual

As of September 30, 2016 and December 31, 2015

(In thousands of Brazilian reais - R$)

 

 

 

 

Line code

 

Line item

Current Year 09/30/2016

Prior Year 12/31/2015

1

Total assets

2,634,160

2,842,386

1.01

Current assets

86,507

683,732

1.01.01

Cash and cash equivalents

17,868

387,323

1.01.02

Short-term investments

52,011

195,293

1.01.06

Taxes recoverable

8,932

5,980

1.01.08

Other current assets

7,696

95,136

1.01.08.01

Assets non-current sale

-

59,324

1.01.08.01.01

Restricted cash

-

59,324

1.01.08.03

Others

7,696

35,812

1.02

Noncurrent assets

2,547,653

2,158,654

1.02.01

Long-term assets

1,938,733

962,616

1.02.01.06

Taxes

24,814

25,235

1.02.01.06.01

Deferred income tax and social contribution

7,941

7,952

1.02.01.06.02

Recoverable income tax and social contribution

16,873

17,283

1.02.01.08

Related-party transactions

1,842,296

882,641

1.02.01.08.04

Related-others party transactions

1,842,296

882,641

1.02.01.09

Other noncurrent assets

71,623

54,740

1.02.01.09.03

Deposits

38,115

31,281

1.02.01.09.04

Restricted cash

33,508

23,459

1.02.02

Investments

260,663

213,219

1.02.03

Property, plant and equipment

348,257

982,819

 

 


 
 

 

11


 

Statements of financial position - Individual

As of September 30, 2016 and December 31, 2015

(In thousands of Brazilian reais - R$)

 

 

 

 

Line code

 

Line item

Current Year

09/30/2016

Prior Year

12/31/2015

2

Total liabilities and equity

2,634,160

2,842,386

2.01

Current liabilities

230,189

136,027

2.01.01

Salaries, wages and benefits

309

384

2.01.01.02

Salaries, wages and benefits

309

384

2.01.02

Suppliers

2,072

6,873

2.01.03

Taxes payable

155

302

2.01.04

Short-term debt

227,599

127,598

2.01.05

Other liabilities

54

870

2.01.05.02

Others

54

870

2.01.05.02.04

Other liabilities

54

870

2.02

Noncurrent liabilities

5,914,846

7,252,821

2.02.01

Short-term debt

2,968,555

4,238,782

2.02.02

Other liabilities

21,405

27,237

2.02.02.01

Liabilities with related-parties

21,405

27,237

2.02.04

Provisions

2,924,886

2,986,802

2.02.04.02

Others provisions

2,924,886

2,986,802

2.02.04.02.04

Loss on investment

2,924,886

2,986,802

2.03

Shareholder’s equity

(3,510,875)

(4,546,462)

2.03.01

Issued capital

3,037,820

3,038,215

2.03.01.01

Capital

3,080,110

3,080,110

2.03.01.02

Cost on issued shares

(42,290)

(41,895)

2.03.02

Capital reserves

188,814

179,288

2.03.02.01

Premium on issue of shares

20,725

27,882

2.03.02.02

Special reserve

70,979

70,979

2.03.02.05

Treasury shares

(13,900)

(22,699)

2.03.02.07

Share-based payments

111,010

103,126

2.03.05

Acumulated losses

(7,321,009)

(8,275,405)

2.03.06

Equity valuation adjustments

583,500

511,440

2.03.06.01

Equity valuation adjustments

(109,708)

(178,939)

2.03.06.02

Change in equity through public offer

693,208

690,379

 

 

The accompanying notes are an integral part of the quarterly information.

 


 
 

12


 

 

Statements of income - Individual

Three- and nine-month periods ended September 30, 2016 and 2015

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

 

 

Current Quarter

Current

Year

Same Quarter Prior Year

Prior Year YTD

 

 

Line code

 

 

Line item

07/01/2016 to 09/30/2016

01/01/2016 to 09/30/2016

07/01/2015

to

09/30/2015

01/01/2015 to 09/30/2015

3.04

Operating expenses/revenues

(234,026)

246,908

(1,467,315)

(2,174,207)

3.04.02

General and administrative expenses

802

(6,332)

(2,773)

(8,573)

3.04.04

Other operating income

24,836

247,961

(1,630)

16,523

3.04.05

Other operating revenue

-

-

(1,630)

-

3.04.06

Equity in subsidiaries

(259,664)

5,279

(1,462,912)

(2,182,157)

3.05

Result before income taxes and financial result

(234,026)

246,908

(1,467,315)

(2,174,207)

3.06

Financial result

233,152

707,499

(704,209)

(1,090,972)

3.06.01

Financial income

325,474

996,264

6,913

11,847

3.06.01.01

Financial income

316,665

362,093

6,913

11,847

3.06.01.02

Exchange variation, net

8,809

634,171

-

-

3.06.02

Financial expenses

(92,322)

(288,765)

(711,122)

(1,102,819)

3.06.02.01

Financial expenses

(92,322)

(288,765)

(76,190)

(193,354)

3.06.02.02

Exchange variation, net

-

-

(634,932)

(909,465)

3.07

Loss before income taxes

(874)

954,407

(2,171,524)

(3,265,179)

3.08

Income taxes

(11)

(11)

(7,289)

(14,101)

3.08.01

Current

-

-

(5,100)

(9,865)

3.08.02

Deferred

(11)

(11)

(2,189)

(4,236)

3.09

Net result from continued operations

(885)

954,396

(2,178,813)

(3,279,280)

3.11

Profit for the period

(885)

954,396

(2,178,813)

(3,279,280)

 

The accompanying notes are an integral part of the quarterly information.

 


 
 

13


 

Statements of comprehensive  income - Individual

Three- and nine-month periods ended September 30, 2016 and 2015

(In thousands of Brazilian reais - R$)

 

 

 

   

Current

Quarter

Current

Year

Same Quarter Prior Year

Prior Year

YTD

 

 

Line code

 

 

Line item

07/01/2016

to

09/30/2016

01/01/2016

to 09/30/2016

07/01/2015

to

09/30/2015

01/01/2015 to 09/30/2015

4.01

Net loss for the period

(885)

954,396

(2,178,813)

(3,279,280)

4.02

Other Comprehensive Income

90,577

69,231

(68,170)

(70,882)

4.02.01

Cash flow hedges

137,238

104,895

(103,288)

(107,398)

4.02.02

Tax effect

(46,661)

(35,664)

35,118

36,516

4.03

Comprehensive loss for the period

89,692

1,023,627

(2,246,983)

(3,350,162)

 

 

The accompanying notes are an integral part of the quarterly information.

 

 

 

 


 
 

14


 

Statements of changes in equity – Individual

Nine-month period ended September 30, 2016

(In thousands of Brazilian reais - R$)

 

 

 

Line code

 

 

Line item

 

Capital

stock

Capital reserves, options granted and treasury shares

 

Accumulated

losses

Other comprehensive loss

Total

equity

5.01

Opening balance

3,038,215

869,667

(8,275,405)

(178,939)

(4,546,462)

5.03

Adjusted balance

3,038,215

869,667

(8,275,405)

(178,939)

(4,546,462)

5.04

Shareholders capital transactions

(395)

2,829

-

-

2,434

5.04.08

Cost of issued shares

(395)

-

-

-

(395)

5.04.09

Gains on change on investment

-

2,829

-

-

2,829

5.05

Total comprehensive income/loss

-

9,526

954,396

69,231

1,033,153

5.05.01

Net loss for the period

-

-

954,396

-

954,396

5.05.02

Other Comprehensive Income

-

9,526

-

69,231

78,757

5.05.02.06

Other comprehensive result, net

-

-

-

69,231

69,231

5.05.02.07

Stock Options

-

9,526

-

-

9,526

5.07

Closing balance

3,037,820

882,022

(7,321,009)

(109,708)

(3,510,875)

 

 

The accompanying notes are an integral part of the quarterly information.

 

 

15


 

Statements of changes in equity – Individual

Nine-month period ended September 30, 2015

(In thousands of Brazilian reais - R$)

 
 

 

 

 

Line code

 

 

Line item

 

Capital

stock

Capital reserves, options granted and treasury shares

 

Accumulated

losses

Other comprehensive loss

Total

equity

5.01

Opening balance

2,581,913

852,935

(3,814,522)

(138,713)

(518,387)

5.03

Adjusted balance

2,581,913

852,935

(3,814,522)

(138,713)

(518,387)

5.04

Stockholder’s capital transactions

453,722

13,478

-

-

467,200

5.04.01

Capital increase

461,273

-

-

-

461,273

5.04.02

Cost on share issue

(7,589)

-

-

-

(7,589)

5.04.08

Stock options exercised

-

10,262

-

-

10,262

5.04.09

Capital increase for exercise of stock option

38

-

-

-

38

5.04.10

Gain on dilution of equity interest

-

3,216

-

-

3,216

5.05

Total comprehensive loss

-

-

(3,279,280)

(70,882)

(3,350,162)

5.05.01

Net loss for the period

-

-

(3,279,280)

-

(3,279,280)

5.05.02

Other comprehensive loss

-

-

-

(70,882)

(70,882)

5.05.02.07

Other comprehensive result, net

-

-

-

(70,882)

(70,882)

5.07

Closing balance

3,035,635

866,413

(7,093,802)

(209,595)

(3,401,349)

 

The accompanying notes are an integral part of the quarterly information.

 
 
 

 
 

16


 

Statements of changes in equity – Individual

Nine-month period ended September 30, 2016

(In thousands of Brazilian reais - R$)

 
 

 

 

 

Current Year

Prior Year

 

Line code

 

Line item

01/01/2016

to

09/30/2016

01/01/2015
to
09/30/2015

6.01

Net cash generated (used) in operating activities

348,107

(44,214)

6.01.01

Cash flows from operating activities

(438,896)

3,275,855

6.01.01.02

Deferred taxes

11

4,236

6.01.01.03

Equity in subsidiaries

(5,279)

2,182,157

6.01.01.04

Share-based Payments

775

3,392

6.01.01.05

Exchange and monetary variations, net

(426,285)

914,981

6.01.01.06

Interest on loans

171,651

171,089

6.01.01.10

Results of exchange offer

174,394

-

6.01.01.11

Write-off property, plant and equipment and intangible assets

104,287

-

6.01.02

Changes assets and liabilities

(167,393)

(40,789)

6.01.02.01

Deposits

(6,834)

(4,827)

6.01.02.04

Taxes payable

(147)

5,979

6.01.02.05

Interest paid

(306,780)

(176,901)

6.01.02.06

Income taxes paid

-

(4,364)

6.01.02.08

Suppliers

(4,801)

9,287

6.01.02.11

Other assets

29,723

65,382

6.01.02.12

Financial applications used for trading

121,521

64,824

6.01.02.13

Salaries, wages and benefits

(75)

(169)

6.01.03

Others

954,396

(3,279,280)

6.01.03.01

Net loss for the year

954,396

(3,279,280)

6.02

Net cash generated (used) in investing activities

(641,612)

(858,474)

6.02.02

Restricted cash

49,275

(5,714)

6.02.03

Advances for property, plant and equipment acquisition

507,398

(146,252)

6.02.06

Related-party transactions

(1,162,406)

(249,434)

6.02.07

Capital increase on subsidiary

(191,587)

(570,321)

6.02.08

Dividends received by subsidiary

155,708

113,247

6.03

Net cash generated (used) by financing activities

(76,923)

1,444,085

6.03.01

Shares to be issued

-

(51)

6.03.02

Loan funding

-

1,147,602

6.03.03

Credit with related parties

-

(157,239)

6.03.04

Capital increase

-

461,362

6.03.05

Cost of issued shares

(395)

(7,589)

6.03.06

Loan and lease payment

(50,298)

-

6.03.08

Cost loan funding

(26,230)

-

6.04

Exchange and monetary variations, net

973

96,831

6.05

Net increase (decrease) in cash and cash equivalents

(369,455)

638,228

6.05.01

Cash and cash equivalents at beginning of the period

387,323

459,364

6.05.02

Cash and cash equivalents at end of the period

17,868

1,097,592

 

 

 

 


 

17


 

Statements of value added – Individual

Nine-month periods ended September 30, 2016 and 2015

(In thousands of Brazilian reais - R$)

 

 

 

   

Current Year

Prior Year

 

Line code

 

Line item

01/01/2016 to 09/30/2016

01/01/2015 to 09/30/2015

7.01

Revenue

301,166

18,077

7.01.02

Other revenue

301,166

18,077

7.01.02.02

Other operating income

301,166

18,077

7.02

Acquired from third parties

(57,385)

(6,104)

7.02.02

Material, power, third-party services and other

(57,168)

(5,775)

7.02.04

Other

(217)

(329)

7.02.04.01

Commercial expenses

(217)

(329)

7.03

Gross value added

243,781

11,973

7.05

Added value produced

243,781

11,973

7.06

Value added received in transfer

411,380

(1,875,196)

7.06.01

Equity in subsidiaries

5,279

(2,182,157)

7.06.02

Financial income

406,101

306,961

7.07

Total wealth for distribution

655,161

(1,863,223)

7.08

Wealth for distribution

655,161

(1,863,223)

7.08.01

Employees

2,128

3,997

7.08.01.01

Salaries

2,185

3,997

7.08.01.03

F.G.T.S.

(57)

-

7.08.02

Taxes

905

15,809

7.08.02.01

Federal Taxes

905

15,809

7.08.03

Third-party capital remuneration

(302,268)

1,396,251

7.08.03.01

Interest

(323,935)

1,396,251

7.08.03.03

Other

21,667

-

7.08.04

Owned capital remuneration

954,396

(3,279,280)

7.08.04.03

Loss for the period

954,396

(3,279,280)

 

 

The accompanying notes are an integral part of the quarterly information.

 

 


 
 

 

18


 

Statements of financial position – Consolidated

As of September 30, 2016 and December 31, 2015

(In thousands of Brazilian reais - R$)

 

 

 

Line code

 

Line item

Current Year 09/30/2016

Prior Year 12/31/2015

1

Total assets

8,315,108

10,368,397

1.01

Current assets

1,948,772

2,461,566

1.01.01

Cash and cash equivalents

483,679

1,072,332

1.01.02

Short-term investments

374,488

551,044

1.01.02.01

Financial investments evaluated at fair value

374,488

551,044

1.01.02.01.03

Restricted cash

-

59,324

1.01.02.01.04

Short-term investments

374,488

491,720

1.01.03

Accounts receivable

680,649

462,620

1.01.04

Inventory

181,116

199,236

1.01.06

Taxes recoverable

50,128

58,074

1.01.08

Other current assets

178,712

118,260

1.01.08.03

Others

178,712

118,260

1.01.08.03.03

Other credits

174,460

116,494

1.01.08.03.04

Rights on derivatives transactions

4,252

1,766

1.02

Noncurrent assets

6,366,336

7,906,831

1.02.01

Long-term assets

1,636,941

1,917,188

1.02.01.06

Taxes

178,236

181,173

1.02.01.06.01

Deferred income tax and social contribution

106,771

107,788

1.02.01.06.02

Recoverable income tax and social contribution

71,465

73,385

1.02.01.09

Other noncurrent assets

1,458,705

1,736,015

1.02.01.09.03

Restricted cash

289,904

676,080

1.02.01.09.04

Deposits

1,164,028

1,020,074

1.02.01.09.05

Other credits

4,773

39,861

1.02.02

Investments

13,787

18,424

1.02.03

Property, plant and equipment

2,974,578

4,256,614

1.02.03.01

Property, plant and equipment in operation

1,548,041

2,174,641

1.02.03.01.01

Other flight equipments

1,282,309

1,419,596

1.02.03.01.02

Advances for property, plant and equipment acquisition

147,422

623,843

1.02.03.01.04

Others

118,310

131,202

1.02.03.02

Property, plant and equipment under leasing

1,426,537

2,081,973

1.02.03.02.01

Property, plant and equipment under financial leasing

1,426,537

2,081,973

1.02.04

Intangible

1,741,030

1,714,605

1.02.04.01

Intangible

1,198,728

1,172,303

1.02.04.02

Goodwill

542,302

542,302

 
 

 
 
 

19


 

Statements of financial position – Consolidated

As of September 30, 2016 and December 31, 2015

(In thousands of Brazilian reais - R$)

 

 

 

 

Line code

 

Line item

Current Year

09/30/2016

Prior Year 12/31/2015

2

Total liabilities and equity

8,315,108

10,368,397

2.01

Current liabilities

4,691,886

5,542,008

2.01.01

Salaries,wages and benefits

273,668

250,635

2.01.01.02

Salaries,wages and benefits

273,668

250,635

2.01.02

Suppliers

812,476

900,682

2.01.03

Taxes payable

133,328

118,957

2.01.04

Short-term debt

742,562

1,396,623

2.01.05

Other liabilities

2,614,096

2,668,403

2.01.05.02

Others

2,614,096

2,668,403

2.01.05.02.04

Taxes and landing fees

287,161

313,656

2.01.05.02.05

Advance ticket sales

1,161,462

1,206,655

2.01.05.02.06

Mileage program

790,510

770,416

2.01.05.02.07

Advances from customers

88,196

13,459

2.01.05.02.08

Other liabilities

128,363

222,774

2.01.05.02.09

Derivatives

158,404

141,443

2.01.06

Provisions

115,756

206,708

2.02

Noncurrent liabilities

6,860,236

9,148,829

2.02.01

Short-term debt

5,603,233

7,908,303

2.02.02

Other liabilities

322,231

331,606

2.02.02.02

Others

322,231

331,606

2.02.02.02.03

Mileage program

231,906

221,242

2.02.02.02.04

Taxes payable

41,973

39,054

2.02.02.02.05

Other liabilities

48,352

71,310

2.02.03

Taxes

284,983

245,355

2.02.03.01

Deferred income tax and social contribution

284,983

245,355

2.02.04

Provisions

649,789

663,565

2.03

Shareholder’s equity

(3,237,014)

(4,322,440)

2.03.01

Issued capital

2,924,492

2,924,887

2.03.01.01

Capital

3,080,110

3,080,110

2.03.01.02

Cost on issued shares

(155,618)

(155,223)

2.03.02

Capital reserves

188,814

179,288

2.03.02.01

Premium on issue of shares

20,725

27,882

2.03.02.02

Special reserve

70,979

70,979

2.03.02.05

Treasury shares

(13,900)

(22,699)

2.03.02.07

Share-based payments

111,010

103,126

2.03.05

Profits/losses acumulated

(7,207,681)

(8,162,077)

2.03.06

Equity valuation adjustments

583,500

511,440

2.03.06.01

Equity valuation adjustments

(109,708)

(178,939)

2.03.06.02

Change in equity through public offer

693,208

690,379

2.03.09

Non-controlling interests

273,861

224,022

 
 

 
 
 

20


 

Statements of income – Consolidated

Three- and nine-month periods ended September 30, 2016 and 2015

(In thousands of Brazilian reais - R$)

 

 

Current
Quarter

Current

Year

Same
Quarter
Prior Year

Prior Year

YTD

 

Line code

 

Line item

07/01/2016 to 09/30/2016

01/01/2016 to 09/30/2016

07/01/2015 to 09/30/2015

01/01/2015 to 09/30/2015

3.01

Sales and services revenue

2,401,419

7,203,301

2,489,645

7,125,950

3.01.01

Passenger

2,099,353

6,329,157

2,182,965

6,257,196

3.01.02

Cargo and other

302,066

874,144

306,680

868,754

3.02

Cost of sales and/or services

(1,803,530)

(5,740,087)

(2,019,001)

(5,975,179)

3.03

Gross profit

597,889

1,463,214

470,644

1,150,771

3.04

Operating expenses/revenues

(363,926)

(960,167)

(461,781)

(1,239,206)

3.04.01

Sales expenses

(213,459)

(636,037)

(291,378)

(732,666)

3.04.01.01

Marketing expenses

(213,459)

(636,037)

(291,378)

(732,666)

3.04.02

General and administrative expenses

(186,762)

(547,006)

(168,051)

(519,694)

3.04.04

Other operating income

36,295

222,876

-

16,523

3.04.05

Other operating expenses

-

-

(1,630)

-

3.04.06

Equity in subsidiaries

(1,397)

(4,715)

(722)

(3,369)

3.05

Result before income taxes and financial result

232,566

498,332

8,863

(88,435)

3.06

Financial result

(100,864)

828,435

(1,702,570)

(2,552,641)

3.06.01

Financial income

352,161

1,886,720

61,879

271,638

3.06.01.01

Financial income

352,161

489,017

61,879

271,638

3.06.01.02

Exchange variation, net

-

1,397,703

-

-

3.06.02

Financial expenses

(453,025)

(1,058,285)

(1,764,449)

(2,824,279)

3.06.02.04

Exchange variation, net

(35,588)

-

(1,440,615)

(2,009,109)

3.06.02.05

Financial expenses

(417,437)

(1,058,285)

(323,834)

(815,170)

3.07

Loss before income taxes

131,702

1,326,767

(1,693,707)

(2,641,076)

3.08

Income taxes

(65,799)

(194,220)

(439,856)

(520,130)

3.08.01

Current

(65,000)

(189,238)

(62,639)

(150,762)

3.08.02

Deferred

(799)

(4,982)

(377,217)

(369,368)

3.09

Result from continuing operations, net

65,903

1,132,547

(2,133,563)

(3,161,206)

3.11

Profits / Losses Acumulated

65,903

1,132,547

(2,133,563)

(3,161,206)

3.11.01

Assigned to Company Partners Company

(885)

954,396

(2,178,813)

(3,279,280)

3.11.02

Attributable to non-controlling Company’ shareholders

66,788

178,151

45,250

118,074

 

 

 
 
 

21


 

Statements of comprehensive income – Consolidated

Three- and nine-month periods ended September 30, 2016 and 2015

(In thousands of Brazilian reais - R$)

 
 
 
   

 

Current

Quarter

 

Current

Year

Same Quarter Prior Year

 

Prior Year

YTD

 

Line code

 

 

Line item

07/01/2016

to

09/30/2016

01/01/2016 to 09/30/2016

07/01/2015 to 09/30/2015

01/01/2015 to 09/30/2015

4.01

Net loss for the period

65,903

1,132,547

(2,133,563)

(3,161,206)

4.02

Other Comprehensive Income

90,577

69,231

(68,170)

(70,882)

4.02.01

Cash flow hedges

137,238

104,895

(103,288)

(107,398)

4.02.02

Tax effect

(46,661)

(35,664)

35,118

36,516

4.03

Comprehensive income/loss for the period

156,480

1,201,778

(2,201,733)

(3,232,088)

4.03.01

Assigned to Company Partners Company

89,692

1,023,627

(2,246,983)

(3,350,162)

4.03.02

Attributable to non-controlling Company’ shareholders

66,788

178,151

45,250

118,074

 
 

 
 

22


 

Statements of changes in equity – Consolidated

Nine-month period ended September 30, 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

 

 

Line code

 

 

 

 

Line item

 

 

 

Capital Stock

Capital reserves, options

granted and

treasury shares

 

 

 

Accumulated losses

 

 

Other Comprehensive loss

 

 

 

Equity (deficit) attributable to equity holders of the parent

 

 

Non-controlling

Interests

 

 

Total

Equity (deficit)

5.01

Opening balance

2,924,887

869,667

(8,162,077)

(178,939)

(4,546,462)

224,022

(4,322,440)

5.03

Adjusted balance

2,924,887

869,667

(8,162,077)

(178,939)

(4,546,462)

224,022

(4,322,440)

5.04

Shareholders capital transactions

(395)

2,829

-

-

2,434

(128,737)

(126,303)

5.04.06

Distributed dividends

-

-

-

-

-

(123,766)

(123,766)

5.04.08

Capital Increase for exercise of Stock Option

-

-

-

-

-

3,723

3,723

5.04.09

Cost of issued shares

(395)

-

-

-

(395)

-

(395)

5.04.11

Of equity interest dilution effects

-

2,829

-

-

2,829

-

2,829

5.04.13

Interest on equity paid in advance

-

-

-

-

-

(8,694)

(8,694)

5.05

Total comprehensive income/loss

-

9,526

954,396

69,231

1,033,153

178,576

1,211,729

5.05.01

Net loss for the period

-

-

954,396

-

954,396

178,151

1,132,547

5.05.02

Other Comprehensive Income

-

9,526

-

69,231

78,757

425

79,182

5.05.02.06

Other Comprehensive Income, net

-

-

-

69,231

69,231

-

69,231

5.05.02.07

Stock Options

-

9,526

-

-

9,526

425

9,951

5.07

Closing balance

2,924,492

882,022

(7,207,681)

(109,708)

(3,510,875)

273,861

(3,237,014)

 
 
 
 

 

 

23


 

Statements of changes in equity – Consolidated

Nine-month period ended September 30, 2015

(In thousands of Brazilian reais - R$)

 
 

 

 

 

 

Line code

 

 

 

 

Line item

 

 

 

Capital Stock

Capital reserves, options

granted and

treasury shares

 

 

 

Accumulated losses

 

 

Other Comprehensive loss

 

 

 

Equity (deficit) attributable to equity holders of the parent

 

 

Non-controlling

Interests

 

 

Total

Equity (deficit)

5.01

Opening balance

2,468,585

852,935

(3,701,194)

(138,713)

(518,387)

185,413

(332,974)

5.03

Adjusted balance

2,468,585

852,935

(3,701,194)

(138,713)

(518,387)

185,413

(332,974)

5.04

Stockholder’s capital transactions

453,722

13,478

-

-

467,200

(90,527)

376,673

5.04.01

Capital increase

461,273

-

-

-

461,273

-

461,273

5.04.02

Cost of issued shares

(7,589)

-

-

-

(7,589)

-

(7,589)

5.04.06

Dividend distributed

-

-

-

-

-

(96,127)

(96,127)

5.04.08

Stock options exercised

-

10,262

-

-

10,262

648

10,910

5.04.09

Capital increase for exercise of stock option

38

-

-

-

38

3,737

3,775

5.04.10

Gains on change on investment

-

3,216

-

-

3,216

1,215

4,431

5.05

Total comprehensive (loss) income

-

-

(3,279,280)

(70,882)

(3,350,162)

118,074

(3,232,088)

5.05.01

Net loss for the period

-

-

(3,279,280)

-

(3,279,280)

118,074

(3,161,206)

5.05.02

Other comprehensive income (loss)

-

-

-

(70,882)

(70,882)

-

(70,882)

5.05.02.08

Other comprehensive results, net

-

-

-

(70,882)

(70,882)

-

(70,882)

5.07

Closing balance

2,922,307

866,413

(6,980,474)

(209,595)

(3,401,349)

212,960

(3,188,389)

 
 
 

 

 

24


 

Statements of cash flows - Consolidated

Nine-month period ended September 30, 2016

(In thousands of Brazilian reais - R$)

 
 

 

 

 

Current Year

Prior Year

 

Line code

 

Line item

01/01/2016 to
09/30/2016

01/01/2015 to
09/30/2015

6.01

Net cash generated (used) in operating activities

(384,124)

(87,494)

6.01.01

Cash flows from operating activities

(277,347)

2,854,781

6.01.01.01

Depreciation and amortization

325,758

302,645

6.01.01.02

Allowance for doubtful accounts

10,642

28,266

6.01.01.03

Provisions tax social security labor and civil

126,473

33,314

6.01.01.05

Provision for inventory obsolescence

-

(488)

6.01.01.06

Deferred taxes

4,982

369,368

6.01.01.07

Share-based Payments

9,951

10,910

6.01.01.08

Exchange and monetary variations, net

(1,100,939)

1,635,652

6.01.01.09

Interest on loans, financial lease and amortization of costs on loans

489,975

448,839

6.01.01.10

Unrealized hedge results, net

(2,442)

11,230

6.01.01.15

Write-off property, plant and equipment and intangible assets

130,850

4,889

6.01.01.16

Profit share plan provision

8,119

6,787

6.01.01.17

Equity in subsidiaries

4,715

3,369

6.01.01.19

Losses from capital increase in associate Company

1,368

-

6.01.01.20

Result from Exchange Offer

(286,799)

-

6.01.02

Changes assets and liabilities

(1,239,324)

218,931

6.01.02.01

Accounts receivable

(228,671)

(154,771)

6.01.02.02

Inventory

18,120

(41,598)

6.01.02.03

Deposits

(279,319)

80,931

6.01.02.05

Other assets (liabilities )

(102,324)

(61,121)

6.01.02.06

Suppliers

(111,249)

(17,486)

6.01.02.07

Advance ticket sales

(45,193)

184,807

6.01.02.08

Advances from customers

74,737

57,074

6.01.02.09

Salaries, Wages and Benefits

14,914

27,499

6.01.02.10

Taxes and landing fees

(26,495)

20,032

6.01.02.11

Taxes payable

(138,150)

174,090

6.01.02.12

Provisions

(190,266)

(17,284)

6.01.02.14

Interest paid

(561,298)

(479,168)

6.01.02.15

Income tax paid

155,440

(163,108)

6.01.02.17

Mileage program

30,758

163,650

6.01.02.19

Derivatives

121,812

(42,190)

6.01.02.20

Short-term investments

27,860

487,574

6.01.03

Others

1,132,547

(3,161,206)

6.01.03.01

Net profit (loss) for the period

1,132,547

(3,161,206)

6.02

Net cash generated (used) in investing activities

796,029

(768,121)

6.02.02

Restricted Cash

405,990

(95,909)

6.02.04

Intangible

(22,397)

(25,831)

6.02.05

Property, Plant and Equipment

(99,515)

(340,695)

6.02.06

Advances for property, plant and equipment acquisition

453,543

(187,174)

6.02.07

Dividends received through subsidiary

1,993

1,302

6.02.08

Short-term investments

59,854

(119,814)

6.02.09

Capital increase from non-controlling shareholders

(3,439)

-

6.03

Net cash generated (used) by financing activities

(983,127)

1,057,023

 

 

 


 

 

25


 

Statements of cash flows - Consolidated

Nine-month period ended September 30, 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

 

Current Year

Prior Year

 

Line code

 

Line item

01/01/2016 to
09/30/2016

01/01/2015 to
09/30/2015

6.03.01

Costs on Exchange offer

(26,230)

-

6.03.02

Loan funding, net of issuance costs

-

2,567,820

6.03.03

Loan payments

(496,053)

(1,576,845)

6.03.04

Capital increase

-

465,099

6.03.06

Finance lease payments

(306,487)

(295,284)

6.03.10

Cost of issued shares

(395)

(7,589)

6.03.11

Shares to be issued

-

(51)

6.03.12

Dividends paid to non-controlling shareholders

(153,962)

(96,127)

6.04

Exchange and monetary variations, net

(17,431)

352,714

6.05

Net increase (decrease) in cash and cash equivalents

(588,653)

554,122

6.05.01

Cash and cash equivalents at beginning of the period

1,072,332

1,898,773

6.05.02

Cash and cash equivalents at end of the period

483,679

2,452,895

 


 

 

26


 

Value added statements - Consolidated

Nine-month period ended September 30, 2016

(In thousands of Brazilian reais - R$)

 

 

 

   

Current Year

Prior Year

 

Line code

 

Line item

01/01/2016 to
09/30/2016

01/01/2015 to
09/30/2015

7.01

Revenue

8,023,342

7,686,372

7.01.02

Other revenue

8,019,101

7,649,228

7.01.02.01

Passengers, cargo and other

7,685,282

7,561,951

7.01.02.02

Other operating income

333,819

87,277

7.01.04

Allowance/reversal for doubtful accounts

4,241

37,144

7.02

Acquired from third parties

(4,688,724)

(5,204,187)

7.02.02

Material, power, third-party services and other

(2,209,047)

(2,209,274)

7.02.04

Others

(2,479,677)

(2,994,913)

7.02.04.01

Suppliers of fuel and lubrificants

(2,061,726)

(2,490,298)

7.02.04.02

Aircraft insurance

(26,091)

(21,543)

7.02.04.03

Sales and advertising

(391,860)

(483,072)

7.03

Gross value added

3,334,618

2,482,185

7.04

Retentions

(325,758)

(302,645)

7.04.01

Depreciation, amortization and exhaustion

(325,758)

(302,645)

7.05

Added value produced

3,008,860

2,179,540

7.06

Value added received in transfer

2,323,738

2,890,863

7.06.01

Equity in subsidiaries

(4,715)

(3,369)

7.06.02

Financial income

2,328,453

2,894,232

7.07

Total wealth for distribution

5,332,598

5,070,403

7.08

Wealth for distribution

5,332,598

5,070,403

7.08.01

Employees

1,106,380

1,143,298

7.08.01.01

Salaries

915,697

944,539

7.08.01.02

Benefits

113,253

121,569

7.08.01.03

F.G.T.S.

77,430

77,190

7.08.02

Taxes

694,497

972,891

7.08.02.01

Federal Taxes

666,597

950,592

7.08.02.02

State taxes

26,501

20,972

7.08.02.03

Municipal Taxes

1,399

1,327

7.08.03

Third-party capital remuneration

2,399,174

6,115,420

7.08.03.01

Interest

1,405,291

5,370,745

7.08.03.02

Rent

921,816

712,987

7.08.03.03

Other

72,067

31,688

7.08.04

Return on own capital

1,132,547

(3,161,206)

7.08.04.01

Interest on equity paid in advance

8,694

-

7.08.04.03

Loss for the period

945,702

(3,279,280)

7.08.04.04

Non-controlling interest

178,151

118,074

 

 

 


 
 

27


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 
 

 

1.    Operations

 

Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GLAI”) is a publicly-listed company established on March 12, 2004, in accordance with Brazilian corporate legislation. The Company is engaged in controlling its subsidiaries: (i) Gol Linhas Aéreas S.A. (currently “GOL”, formerly “VRG” prior to the change in the corporate name on September 22, 2016), which essentially explores (a) the regular and nonregular 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 By-laws; 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) the 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 Inc. (“Gol Finance”), Gol LuxCo S.A. (“Gol LuxCo”) and Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”), and indirect parent Company of Webjet Participações S.A. (“Webjet”).

 

The Company’s registered office is at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

 

The Company’s shares are traded on the BM&FBOVESPA and on the New York Stock Exchange (“NYSE”). The Company adopted Level 2 Differentiated Corporate Governance Practices 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.

 

On October 21, 2016, the Company announced that it has received requests from the IRS under a supervision to provide specific and concrete clarification of certain expenses incurred during the years 2012 and 2013. After these requests, the Company initiated an internal investigation and hired an independent external audit in order to perform a full investigation and clarification of the facts. The Company continues to cooperate with the IRS.

 

Based on the information available, considering the scope of the preliminary work of research, the Company’s Management estimates is that any impacts related to this issue would not have material effects in the Quarterly Financial Information - ITR for the quarter ended September 30, 2016.

 

Prospectively, investigative actions will continue to be performed by external parties of the Company. The Company will continue to monitor and support the process of investigation the competent authorities to completion, as well as assessing the internal measures to be taken to ensure that the investigation is carried out with the necessary scope and conducted by qualified and free from influence professionals.

 

1.1.   Short-term business plan

 

The Company has been severely affected by the devaluation of the Brazilian Real, since its costs denominated in U.S. dollars in 2015 accounted for approximately 50% against around 10% of revenues, even though this downward trend has been partly reversed during the nine-month period ended September 30, 2016. In addition, events such as the fall in Brazil’s GDP (shrinkage of the economy), oversupply in the market, and the worsening of the economic crisis, which has affected demand by corporate customers and government, have created a difficult situation for the Company’s operations.

 

To cope with these problems, the Company has reviewed its business plan and introduced strategies which, once in place, should be sufficient to guarantee its business continuity. The short-term strategy, aimed at recovering the operating margin in 2016 and 2017, and at keeping the Company solvent, is based on four pillars:

(a)   Liquidity initiatives: negotiations with strategic customers and suppliers to maintain short-term solvency, in particular through agreements to delay delivery of aircraft in the next few years, negotiating the advanced purchase of tickets by Smiles, extending maturity dates for payments to suppliers, and bringing forward payment of receivables from customers.

 

(b)   The Company has adjusted its flight network to focus on the more profitable routes. The Company began operating its new flight network in May 2016.

 

(c)   As a result of these changes, the Company is also working to reduce the number of aircraft used for its operations, so as to reduce the number of seats available and bring supply into line with demand in the domestic market. The Company anticipates returning at least 20 aircraft. These measures will lead to a significant reduction in fleet maintenance costs. The intention is to adjust the Company’s structure to sustainable levels.

 

(d)   Restructuring debt and leases, with an adjustment of the amounts of the lease agreements which form part of the Company’s indebtedness. The Company has engaged the services of Sky

 


 
 

28


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 
 

Works to revise existing lease agreements. In addition, during the nine-month period ended September 30, 2016, the Company terminated financial lease agreements for 10 aircraft early, 6 of which were converted into short and medium-term operating leases, as described in Note 15. As part of its debt structure adjustment, the Company also carried out a security swap offering, resulting in an effective reduction of US$101.7 million (R$332.8 million), as described in Note 17.

 

It should be noted that, however realistic the business plan, the political and economic uncertainties in Brazil may adversely affect the anticipated results. Additionally, the extreme volatility of the macroeconomic variables creates uncertainty and could jeopardize future results and the stability of the cash position.

 

Management is confident that the business plan it has drawn up and presented, which was approved by the Board of Directors on February 18, 2016, is the best chance for achieving business continuity. Management has been monitoring the plan constantly and believes that it can be performed and that, once completed, it will elevate the soundness of the Company to a level where it can respond more effectively to the volatile situation and to adverse events. Management believes that if these measures are not implemented, the profitability and solvency of the business may be compromised, and accordingly reaffirms its commitment to do whatever is necessary to ensure that the plan is executed and to achieve the anticipated results.

 

2.    Approval and summary of significant accounting policies applied in preparing the quarterly information

 

This quarterly information form was approved by the Board of Directors and had its publication authorized at a meeting held on November 4, 2016.

 

2.1.      Statement of compliance

 

The Company’s individual and consolidated quarterly information for the nine-month period ended September 30, 2016, has been prepared in accordance with International Accounting Standards (“IAS”) No. 34, and Accounting Pronouncement No. 21 (R1) “CPC 21”, which deals with interim statements, and the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information.

 

When preparing the quarterly information form, the Company uses the following disclosure criteria: (i) regulatory requirements; (ii) the relevance and specificity of the information on the Company’s operations provided to users; (iii) the information needs of the users of the quarterly information form; and (iv) information from other entities in the same sector, mainly in the international market. Accordingly, Management confirms that all the material information presented in this quarterly information form is being demonstrated and corresponds to the information used by Management in the course of its duties, and is in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information.

 

2.2.      Basis of preparation

 

This quarterly information was prepared based on historical cost, except for certain financial assets and liabilities that are measured at fair value and investments measured using the equity method.

 

The individual and consolidated quarterly information does not include all the information or disclosures required in the individual and consolidated annual financial statements, and it should therefore be read in conjunction with the individual and consolidated financial statements for the year ended December 31, 2015, and approved on March 28, 2016, which were prepared in accordance with the accounting practices generally accepted in Brazil and the international financial reporting standards (IFRS). There were no changes between December 31, 2015, and September 30, 2016, in the accounting practices adopted, with the exception of the new standards, amendments and interpretations described in Note 2.3. The Company has not adopted in advance any standard, amendment or interpretation issued but not yet in force.

 

 
 

 

29


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

 

Shareholders’ equity shown in the individual and consolidated quarterly information is the same except for the interest of non-controlling shareholders in Smiles S.A., which appears in consolidated shareholders’ equity.

 

 

Entity

Date of

constitution

Location

Operational

activity

Type of control

% equity interest

09/30/2016

12/31/2015

Extensions (*):

 

 

 

 

 

 

GAC

03/23/2006

Cayman Islands

Aircraft acquisition

Direct

100.0

100.0

Gol Finance

03/16/2006

Cayman Islands

Financial funding

Direct

100.0

100.0

Gol LuxCo

06/21/2013

Luxembourg

Financial funding

Direct

100.0

100.0

Subsidiaries:

 

 

 

 

 

 

GOL

04/09/2007

Brazil

Flight transportation

Direct

100.0

100.0

Webjet

08/01/2011

Brazil

Flight transportation

Indirect

100.0

100.0

Smiles

06/10/2012

Brazil

Frequent flyer program

Direct

53.9

54.1

Gol Dominicana

02/28/2013

Dominican Republic

Pre-operational phase

Direct

100.0

100.0

Jointly controlled:

 

 

 

 

 

SCP Trip

04/27/2012

Brazil

Flight magazine

Indirect

60.0

60.0

Associate:

 

 

 

 

 

 

Netpoints

11/8/2013

Brazil

Frequent flyer program

Indirect

25.4

21.3

 

(*) These are entities constituted with the specific purpose of pursuing with the Company’s operations or which represent rights and/or obligations established solely to meet the Company’s needs. They have no management bodies and cannot take independent decisions. The assets and liabilities of these companies are consolidated line by line in the Parent Company’s financial statements.

 

2.3.      New standards, amendments and interpretations of standards

 

In 2014, the International Accounting Standards Board (IASB) issued standard IFRS15 - Revenue from Contracts with Customers, which will be in effect for fiscal years beginning on or after January 1, 2018. IFRS15 (CPC47 - under public hearing process) presents revenue recognition principles based on a five-step model to be applied to all contracts with customers, in accordance with the entity’s performance requirements. The Company is currently assessing the impacts of this standard to its financial statements.

 

In January 2016 (still without corresponding CPC), IASB issued a new accounting standard on lease classification, which impacts the classification of lessees. The standard eliminates the classification of leases into operating or finance for lessees, requiring the recognition of the corresponding assets and liabilities (except for contracts with a term lower than twelve months or immaterial value). The Company believes that this new standard will have material impacts on its financial statements, and is currently assessing said impacts. The Company continues to monitor the issue or change of other accounting pronouncements and believes that there have been no material changes.

 

3.    Seasonality

 

The Company expects revenues and operating profit or loss from its flights to be at their highest levels in the summer and winter months of January and July, respectively, and during the year-end holiday period in the last fortnight of December. Given the high proportion of fixed costs, this seasonality tends to drive variations in operating profits or losses across fiscal-year quarters.

 

 


 

 

30


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 
 

 

4.    Cash and cash equivalents

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Cash and bank deposits

16,797

369,924

132,499

629,638

Cash equivalents

1,071

17,399

351,180

442,694

 

17,868

387,323

483,679

1,072,332

 

The breakdown of cash equivalents is as follows:

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Private bonds

285

17,018

171,448

207,997

Investment funds

786

381

179,732

234,697

 

1,071

17,399

351,180

442,694

 

As of September 30, 2016, the private securities were comprised by private bonds (Bank Deposit Certificates - “CDBs”) and repos remunerated at post-fixed rates between 69% and 103% (75% and 103% as of December 31, 2015) of the Interbank Deposit Certificate rate ("CDI") paid on investments in financial institutions domiciled in Brazil.

 

Investment funds classified as cash equivalents have high liquidity and, according to the Company’s assessment, are readily convertible to a known amount of cash with insignificant risk of change in value.

 

5.    Short-term investments

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Private bonds

51,963

195,293

53,286

196,283

Government bonds

-

-

63,360

11,211

Investment funds

48

-

257,842

284,226

 

52,011

195,293

374,488

491,720

 

As of September 30, 2016, the private bonds were represented by time deposits and financial letters with first-rate financial institutions, remunerated at a weighted average rate of 115% (110% as of December 31, 2015) of the CDI rate on short-term investments in institutions domiciled in Brazil and 92% in institutions not domiciled in Brazil.

 

Government bonds are primarily represented by LFT and NTN yielding an average 100% (98% as of December 31, 2015) of the CDI rate.

 

Investment funds include private and government bonds remunerated at a weighted average of 101% (83% as of December 31, 2015) of the CDI rate.

 


 

 

31


 

a

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

6.    Restricted cash

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Margin deposits for hedge transactions (a)

-

-

60,849

101,075

Escrow deposits with Banco Safra (b)

3,505

3,134

16,710

359,604

Escrow deposits with Bic Banco (c)

28,452

30,577

65,261

63,978

Escrow deposits - leases (d)

-

-

136,158

158,835

Escrow deposits - Citibank (e)

-

48,810

-

48,810

Other restricted deposits

1,551

262

10,926

3,102

 

33,508

82,783

289,904

735,404

 

 

 

 

 

Current

-

59,324

-

59,324

Noncurrent

33,508

23,459

289,904

676,080

 

(a)   Denominated in U.S. dollars, remunerated by Libor rate (average remuneration of 0.5% p.a.).

(b)   In the nine-month period ended September 30, 2016, the Company repaid loans from Banco Safra and therefore redeemed the amount of R$117,618 related to GOL’s guaranteed operations and R$63,333 related to Webjet’s guaranteed operations. Additionally, the Company redeemed R$100,000 relating to Finimp transactions settled (see Note 17). The remaining amounts relate primarily to court deposits related to labor claims and Finimp agreements.  

(c)   The amount of R$28,452 (parent company and consolidated) refers to a contractual guarantee for STJs related to PIS and Cofins on interest attributable to shareholders’ equity paid to GLAI as described in Note 21b. The other amounts relate to guarantees of GOL letters of credit.

(d)   Related to a letter of credit for aircraft operating leases from GOL.

(e)   The balance as of December 31, 2015 refers to additional escrow deposits with Delta Air Lines for issuing credit with surety. As of September 30, 2016, the Company had not exceeded the contractual limits that would require a deposit of this type, therefore the balance was fully redeemed.

 

 

7.    Trade Receivables

 

 

Consolidated

09/30/2016

12/31/2015

Local currency:

 

Credit card administrators

294,419

115,236

Travel agencies

226,920

248,644

Cargo agencies

36,031

31,916

Airline partner companies

3,971

3,056

Other

57,282

52,651

 

618,623

451,503

Foreign currency:

 

 

Credit card administrators

55,986

32,725

Travel agencies

21,795

9,704

Cargo agencies

1,688

321

Airline partner companies

18,456

18,756

Other

10,249

-

 

108,174

61,506

 

726,797

513,009

 

 

 

Allowance for doubtful accounts

(46,148)

(50,389)

 

680,649

462,620

 

The aging list of trade receivables is as follows:

 

 

Consolidated

 

09/30/2016

12/31/2015

Not yet due

599,424

420,194

Overdue until 30 days

16,442

14,253

Overdue 31 to 60 days

6,723

7,500

Overdue 61 to 90 days

11,838

3,376

Overdue 91 to 180 days

18,727

10,071

Overdue 181 to 360 days

21,115

21,199

Overdue above 360 days

52,528

36,416

 

726,797

513,009

 

 

 


 

 

32


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

The changes in allowance for doubtful accounts are as follows:

 

 

Consolidated

 

09/30/2016

12/31/2015

Balance at the beginning of the period

(50,389)

(83,837)

Additions

(10,642)

(39,287)

Write-off of unrecoverable amounts

6,597

57,514

Recoveries

8,286

15,221

Balance at the end of the period

(46,148)

(50,389)

 

 

8.    Inventories

 

 

Consolidated

 

09/30/2016

12/31/2015

Consumables

26,116

28,677

Parts and maintenance materials

160,597

176,804

Others

6,847

6,199

Provision for obsolescence

(12,444)

(12,444)

 

181,116

199,236

 

The changes in provision for inventory obsolescence are as follows:

 

 

Consolidated

 

09/30/2016

12/31/2015

Balances at the beginning of the period

(12,444)

(12,858)

Additions

-

(2,273)

Write-off and reversal

-

2,687

Balances at the end of the period

(12,444)

(12,444)

 

 

9.    Deferred and recoverable taxes

 

9.1.   Recoverable taxes

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

ICMS

-

-

10,292

1,252

Prepaid and recoverable income and social contribution taxes

23,965

23,097

55,957

78,775

Withholding income tax (IRRF)

1,840

166

8,937

6,803

PIS and COFINS

-

-

23,925

17,465

Withholding tax of public institutions

-

-

7,053

14,378

Recoverable value added tax - IVA

-

-

14,088

11,252

Others

-

-

1,341

1,534

Total

25,805

23,263

121,593

131,459

         

Current assets

8,932

5,980

50,128

58,074

Noncurrent assets

16,873

17,283

71,465

73,385

 

 

 

 

 

 

 

 
 

33


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

9.2.   Deferred tax assets (liabilities) – Long term

 

 

GLAI

GOL

Smiles

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Income tax losses

5,122

5,122

-

-

-

-

5,122

5,122

Negative basis of social contribution

1,844

1,844

-

-

-

-

1,844

1,844

Temporary differences:

 

 

 

 

 

 

 

 

Mileage program

-

-

3,230

5,422

-

-

3,230

5,422

Allowance for doubtful accounts and other credits

-

-

15,742

13,817

132

163

15,874

13,980

Provision for losses on GOL’s acquisition

-

-

143,350

143,350

-

-

143,350

143,350

Provision for legal proceedings and tax liabilities

975

986

15,026

11,076

244

456

16,245

12,518

Aircraft return

-

-

36,183

39,731

-

-

36,183

39,731

Derivatives classified in Other comprehensive income

-

-

56,516

92,180

-

-

56,516

92,180

Derivative transactions not settled

-

-

6,897

(4,454)

-

-

6,897

(4,454)

Tax benefit due to goodwill incorporation (a)

-

-

-

-

32,824

43,765

32,824

43,765

Flight rights

-

-

(353,226)

(353,226)

-

-

(353,226)

(353,226)

Depreciation of engines and parts for aircraft maintenance

-

-

(167,138)

(167,577)

-

-

(167,138)

(167,577)

Reversal of goodwill amortization on GOL’s acquisition

-

-

(127,659)

(127,659)

-

-

(127,659)

(127,659)

Aircraft leases

-

-

37,798

75,051

-

-

37,798

75,051

Other (b)

-

-

48,298

26,934

35,295

29,039

113,928

82,386

Total deferred income tax and social contribution taxes - noncurrent

7,941

7,952

(284,983)

(245,355)

68,495

73,423

(178,212)

(137,567)

 

(a)     Related to the tax benefit from the reverse merger of G.A. Smiles Participações S.A. by Smiles. Under the terms of the current tax legislation, goodwill arising from the transaction will be a deductible expense when calculating income and social contribution taxes.

(b)    The R$30,335 portion of taxes on unrealized profits from transactions between GOL and Smiles is recognized directly in "Consolidated" (R$26,413 as of December 31, 2015).

 

The Company and its directly held subsidiary GOL and indirectly held subsidiary Webjet show income tax losses and negative basis of social contribution on taxable income to be offset against 30% of annual taxable income, with no prescription period, in the following amounts:

 

 

Parent Company

Directly held subsidiary

Indirectly held subsidiary

(Webjet)

(GLAI)

(GOL)

09/30/2016

12/31/2015

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Income tax losses

192,999

175,583

4,057,735

3,202,891

865,515

870,646

Negative basis of social contribution

192,999

175,583

4,057,735

3,202,891

865,515

870,646

 

The Company’s Management considers that the deferred assets and liabilities recognized as of September 30, 2016 arising from temporary differences will be realized in proportion to realization of their bases and the expectation of future results.

    

The analysis of the realization of deferred tax assets was prepared on a company basis, as follows:

        

GLAI: the Company has tax credits of R$66,605, of which R$65,620 is related to tax losses and negative base for social contribution and R$985 is related to temporary differences, with realization supported by the long-term plan of the Company. However, the Company assessed the projections of results and did not recognize the amount of R$58,653 related to credits on tax losses and negative base for social contribution.

 

GOL: GOL has tax-loss carryforward and negative calculation base for social contribution in the amount of R$1,379,630. However, in view of recent events on the political scenario in Brazil, instability of the economic environment, constant fluctuations in the U.S. dollar exchange rate and other variables that significantly affect the projections of future results, as well as the history of losses in recent years, GOL did not recognize tax-loss carryforward and negative calculation base for social contribution in their entirety. Additionally, the Company analyzed the realization of deferred tax assets on temporary differences and limited the recognition based on the expected realization of these credits. As a result, the Company did not recognize the net amount of R$548,720 of deferred income and social contribution taxes on temporary difference assets.

 

Smiles: Smiles does not have tax losses and negative calculation base for social contribution. Therefore, the deferred tax credit is composed only by temporary differences which, according to the history and projections of taxable results, have an expectation of realization.

    

Webjet: the forecast did not present sufficient taxable income to be realized over future periods and, as a result, tax credits of R$294,275 have not been recorded. 

 

 
 
 

 

34


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

The reconciliation of effective income tax rates and social contribution charges for the three- and nine-month periods ended September 30, 2016 and 2015 is as follows:

 

 

Parent Company

 

Three-month period ended

Nine-month period ended

 

09/30/2016

09/30/2015

09/30/2016

09/30/2015

Income (loss) before income and social contribution taxes

(874)

(2,171,524)

954,407

(3,265,179)

Combined tax rate

34%

34%

34%

34%

Income and social contribution tax credits at the combined tax rate

297

738,318

(324,498)

1,110,161

Adjustments to calculate the effective tax rate:

       

Equity results

(88,286)

(497,390)

1,795

(741,933)

Tax Income (losses) from wholly-owned subsidiaries

17,091

(23,386)

83,691

(56,281)

Nontaxable revenues (nondeductible expenses), net

(135)

(1)

(368)

17

Interest on equity

(3,449)

2,242

(3,449)

1,199

Exchange variation on foreign investments

69,651

-

248,742

(1,299)

Tax benefit on tax losses (not constituted)

4,820

(227,072)

(5,924)

(325,965)

Income tax on permanent differences and others

(11)

(7,289)

(11)

(14,101)

         

Current income and social contribution taxes

-

(5,100)

-

(9,865)

Deferred income and social contribution taxes

(11)

(2,189)

(11)

(4,236)

 

(11)

(7,289)

(11)

(14,101)

 

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2016

09/30/2015

09/30/2016

09/30/2015

Income (loss) before income and social contribution taxes

131,702

(1,693,707)

1,326,767

(2,641,076)

Combined tax rate

34%

34%

34%

34%

Income and social contribution tax credits at the combined tax rate

(44,779)

575,860

(451,101)

897,966

Adjustments to calculate the effective tax rate:

       

Equity results

(475)

(245)

(1,603)

(1,145)

Tax Income (losses) from wholly-owned subsidiaries

17,091

(24,048)

83,691

(57,705)

Income tax on permanent differences and others

207

429

488

221

Nontaxable revenues (nondeductible expenses), net

6,892

(48,397)

39,355

(89,300)

Exchange variation on foreign investments

72,391

(288,732)

250,717

(402,458)

Interest on equity

2,956

-

2,956

1,103

Tax benefit on tax losses and temporary differences not constituted

(75,576)

(654,723)

(306,682)

(868,812)

Changes in deferred taxes on temporary differences

(44,506)

-

187,959

-

Income and social contribution tax expenses

(65,799)

(439,856)

(194,220)

(520,130)

         

Current income and social contribution taxes

(65,000)

(62,639)

(189,238)

(150,762)

Deferred income and social contribution taxes

(799)

(377,217)

(4,982)

(369,368)

 

(65,799)

(439,856)

(194,220)

(520,130)

 

 

 

 

 


 
 
 

 

35


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

10. Deposits

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Judicial deposits (a)

38,115

31,281

403,924

329,248

Maintenance deposits (b)

-

-

605,046

515,940

Deposits in guarantee for lease agreements (c)

-

-

155,058

174,886

 

38,115

31,281

1,164,028

1,020,074

 

a)     Judicial deposits

 

Judicial 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 judicial deposits is related to civil and labor claims arising from 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, 2016, the blocked amounts regarding Varig’s succession lawsuit and third-party lawsuits were R$95,030 and R$74,637, respectively (R$92,496 and R$75,406 as of December 31, 2015, respectively).

 

b)    Maintenance deposits

 

The Company made deposits in U.S. dollars for maintenance of aircraft and engines that will be used in future events as set forth in some lease contracts.

 

The maintenance deposits do not exempt the Company, as lessee, neither from the contractual obligations relating to maintenance nor from risk associated with maintenance activities. The Company holds 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 its lease agreements, the Company holds guarantee deposits in U.S. dollars on behalf of the leasing companies, whose full refund occurs upon the contract expiration date.

 

11. Transactions with related parties

 

11.1.   Loan agreements - noncurrent assets and liabilities

 

       Parent Company

 

       The Company's asset and liability inter-company accounts with GOL have no sureties or guarantees, as shown in the table below:

 

 

Assets

Liabilities

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

GLAI - GOL

34,662

61,711

-

(1,503)

GAC - GOL

278,190

98,085

(21,405)

(25,734)

Gol LuxCo - GOL

1,529,444

722,845

-

-

 

1,842,296

882,641

(21,405)

(27,237)

 

 


 

 

 

36


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

Additionally, the Parent company has inter-company accounts involving Gol LuxCo, Gol Finance and GAC, as shown below:

 

 

Assets

Liabilities

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

GAC - GLAI

-

3,514

122,810

151,240

GAC - Gol Finance

-

-

1,083,054

1,297,931

Gol LuxCo - GAC

427,768

1,418,629

-

-

Gol LuxCo - Glai

-

795,232

22,984

880,438

Gol LuxCo - Gol Finance

844,760

-

711,620

-

 

1,272,528

2,217,375

1,940,468

2,329,609

 

These transactions are eliminated in the Parent company's accounts since they took place in entities considered extensions of the Company's own operations.

 

11.2.   Transportation and consulting services

 

All agreements related to transportation and consulting services are held by GOL. The related parties for these services are:

 

Breda Transportes e Serviços S.A.: provides passenger and luggage transportation services between airports, and transportation of employees. Prices may be adjusted at 12-month intervals to hold for the same period through an amendment signed by the parties, annually adjusted based on the IGPM fluctuation (General Market Price Index from Getulio Vargas Foundation). This agreement is currently being renewed.

 

Expresso União Ltda.: provides transportation to employees. This agreement is currently being renewed.

 

Pax Participações S.A.: provides consulting and advisory services, and the agreement expires on April 30, 2017.

 

Vaud Participações S.A.: provides executive administration and management services, and the agreement expires on October 1, 2016.

 

In the nine-month period ended September 30, 2016, the GOL subsidiary recognized a total expense related to these services in the amount of R$7,851 (R$12,008 as of September 30, 2015). As of September 30, 2016, the balance payable to the 'related companies - suppliers' line item was R$1,072 (R$2,085 as of December 31, 2015), and was mainly related to services provided by Breda Transportes e Serviços S.A.

 

11.3.   Agreements to open UATP (“Universal Air Transportation Plan") account with credit limit granted

 

In September 2011, GOL entered into agreements with the related parties Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda., both with no expiration date, with the purpose of issuing credits 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 billing and facilitate payment between participating companies.

 

11.4.   Financing contract for engine maintenance

 

              GOL has a line of funding for maintenance of engines services, which is drawn on by issuing Guaranteed Notes. As of September 30, 2016, GOL holds one series of Guaranteed Notes for maintenance of engines issued on March 13, 2015, maturing within three years. Delta Air Lines is the guarantor for the Guaranteed Notes.

 

As of September 30, 2016, the balance of engine maintenance funding recorded under "loans and borrowings" item was R$63,820 (R$136,885 as of December 31, 2015), as described in Note 17.

 

 
 

37


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

In the nine-month period ended September 30, 2016, expenses incurred for engine maintenance services provided by Delta Air Lines amounted to R$58,443 (R$215,815 in the nine-month period ended September 30, 2015).

 

11.5.  Term loan guarantee

 

On August 31, 2015, through its Gol LuxCo subsidiary, the Company issued a term loan in the amount of US$300 million, with a term of 5 years and effective interest rate of 6.5% p.a. The Company had an additional backstop guarantee from Delta Air Lines, as per Note 17. 

 

11.6.   Strategic business partnership

 

On February 19, 2014, the Company signed a strategic partnership agreement for long-term business cooperation with Air France-KLM with the purpose of improving sales activities and expanding flight and benefits sharing through mileage programs between companies for the customers in the Brazilian and European markets.

 

The agreement provides for the incentive investment in the Company in the amount of R$112,152, which was fully paid to the Company on September 30, 2016. The agreement will mature within 5 years and the installments will be amortized on a monthly basis. As of September 30, 2016, the Company has deferred revenues in the amount of R$22,430 and R$31,776 recorded under "Other liabilities" in the current and noncurrent liabilities, respectively (R$28,130 and R$48,599 as of December 31, 2015, in the current and noncurrent liabilities, respectively).

 

11.7.  Remuneration of key management personnel

 

 

Consolidated

Three-month period ended

Nine-month period ended

09/30/2016

09/30/2015

09/30/2016

09/30/2015

Salaries and benefits (*)

9,911

7,741

22,168

21,479

Related taxes and charges

1,065

1,201

3,185

4,057

Share-based payments

10,618

5,318

10,876

7,674

21,594

14,260

36,229

33,210

 

(*) Includes the Board of Directors’ and Audit Committee’s compensation.

 

As of September 30, 2016 and 2015, the Company did not offer post-employment benefits, and there were no severance benefits or other long-term benefits for Management or other employees.

 

 

12. Share-based payments

 

The Company has two share-based payment plans offered to its management personnel: the Stock Option Plan and the Restricted Shares Plan. Both plans stimulate and promote the alignment of the Company’s goals with management and employees, mitigate risks for the Company’s added value resulting from the loss of executives and strengthen the productivity and commitment of these executives to long-term results. 

 

GLAI

 

a)  Stock options plan

 

The beneficiaries of the Company’s stock option plan are allowed to purchase shares at the price agreed on the grant date after three years from the grant date, provided that the beneficiary maintains its employment relationship up to the end of this period.

 

The stock options become vested 20% as from the first year, an additional 30% as from the second year, and the remaining 50% as from the third year. All stock options may also be exercised within 10 years after the grant date. In all option plans, the expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on the BM&FBOVESPA.

 

 
 

38


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

Stock options plan

Option

year

Date of Board

Meeting

Total

options

granted

Number of

options outstanding

Average

exercise

price

(in Reais)

Average fair value at grant date

(in Reais)

Estimated volatility

of share

price

Expected dividend yield

Risk-free

return

rate

Average remaining maturity

(in years)

2007

12/31/2006

113,379

13,279

65.85

46.61

46.54%

0.98%

13.19%

0.1

2008

12/20/2007

190,296

33,466

45.46

29.27

40.95%

0.86%

11.18%

1.1

2009 (a)

02/04/2009

1,142,473

187,500

10.52

8.53

76.91%

-

12.66%

2.2

2010 (b)

02/02/2010

2,774,640

977,978

20.65

16.81

77.95%

2.73%

8.65%

3.2

2011 (c)

12/20/2010

2,722,444

935,606

27.83

16.07

44.55%

0.47%

10.25%

4.1

2012 (d)

10/19/2012

778,912

495,101

12.81

5.32

52.25%

2.26%

9.00%

6.0

2013 (e)

05/13/2013

802,296

553,053

12.76

6.54

46.91%

2.00%

7.50%

6.6

2014 (f)

08/12/2014

653,130

472,659

11.31

7.98

52.66%

3.27%

11.00%

7.8

2015 (g)

08/11/2015

1,930,844

1,409,828

9.35

3.37

55.57%

5.06%

13.25%

8.8

2016 (h)

06/30/2016

5,742,732

4,534,416

2.62

1.24

98.20%

6.59%

14.25%

9.7

 

 

16,851,146

9,612,886

9.82

 

 

 

 

7.7

 

a)    In April 2010, an additional grant of 216,673 shares referring to the 2009 plan was approved.

b)    In April 2010, an additional grant of 101,894 shares referring to the 2010 plan was approved.

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$8.20 R$7.89 and R$7.85 for the respective periods of vesting (2014, 2015 and 2016).

g)    The fair value is calculated by the average value from R$3.60, R$3.30 and R$3.19 for the respective periods of vesting (2015, 2016 and 2017).

h)    On July 27, 2016 an additional grant of 900,000 shares referring to the 2016 plan was approved. The fair value is calculated by the average value from R$1.29, R$1.21 and R$1.22 for the respective periods of vesting (2017, 2018 and 2019).

 

Total stock options vested:

 

 

Number of stock

options

Weighted average

exercise price

Options outstanding as of December 31, 2015

5,359,460

16.35

Options granted

5,742,732

2.62

Options cancelled and adjustments in estimated prescribed rights

(1,489,306)

5.55

Options outstanding as of September 30, 2016

9,612,886

9.82

 

 

Number of options exercisable:

 

 

As of December 31, 2015

4,079,448

18.43

As of September 30, 2016

5,527,944

14.89

 

b)  Restricted shares plan

 

Restricted shares plan

Option

year

Date of Board Meeting

Total

shares

granted

 

Shares

outstanding

Average

fair value

at grant date

(in Reais)

2014

08/13/2014

804,073

526,785

11.31

2015

04/30/2015

1,207,037

898,825

9.35

2016

06/30/2016

4,121,543

3,284,115

2.62

 

 

6,132,653

4,709,725

 

 

Total transfers of restricted shares:

 

 

Total restricted shares

Restricted shares granted by December 31, 2015

2,009,193

Options granted

4,121,543

Restricted shares transferred

(597,627)

Restricted shares cancelled and adjustments in estimated expired rights

(823,384)

Vested shares as of September 30, 2016

4,709,725

 
 

 
 

 

39


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

Smiles

 

Stock options plan

 

Stock options plan

Option year

Date of Board Meeting

 

Total options granted

Number of options outstanding

Exercise price

of the option

(in Reais)

Average fair value at grant date

(in Reais)

Estimated volatility

of share

price

Expected dividend yield

Risk-free return rate

Length of the option (in years)

2013

08/08/2013

1,058,043

65,003

21.70

4.25 (a)

36.35%

6.96%

7.40%

10

2014

02/04/2014

1,150,000

429,050

31.28

4.90 (b)

33.25%

10.67%

9.90%

10

 

 

2,208,043

494,053

30.02

 

 

 

 

 

 

(a)   Average fair value in Brazilian Reais calculated for the stock options was R$4.84 and R$4.20 for the vesting periods in 2013 and 2014, and R$3.73 for the vesting periods in 2015 and 2016.

(b)   Average fair value In Brazilian Reais calculated for the stock options was R$4.35, R$4.63, R$4.90, R$5.15 and R$5.37 for the respective periods of vesting from 2014 to 2018.

 

Changes in stock options are as follows:

 

Total

stock options

Weighted average exercise price

Options outstanding as of December 31, 2015

786,918

29.59

Options exercised

(292,865)

11.49

Options outstanding as of September 30, 2016

494,053

30.02

 

 

For the nine-month period ended September 30, 2016, the Company recorded in equity a result from share-based payments of R$9,526 (R$10,262 in the nine-month period ended September 30, 2015) for the plans presented above, recognized in the personnel cost item, against income for the period.

 

 

 


 
 

40


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

13. Investments

 

Investments in the GAC, Gol Finance and Gol LuxCo offshore subsidiaries were essentially seen as an extension of the Company and summed line by line with the GLAI parent company. Therefore, only Smiles, GOL and Gol Dominicana are treated as investments in the GLAI parent company.

 

The balance of investments in the consolidated figures reflects the 25.4% share of the capital of Netpoints Fidelidade S.A. held by the Smiles subsidiary, together with the investment in SCP Trip held by the GOL subsidiary, both recognized by the equity equivalence method.

 

 

Investments for the nine-month period ended September 30, 2016:

 

 

Parent Company

 

Consolidated

 

Gol Dominicana

GOL

Smiles

Total

 

Trip

Netpoints (d)

Total

                 

Relevant information of the investees as of

               

September 30, 2016

               

Total number of shares

  -

4,619,138,156

  123,615,952

-

 

  -

130,492,408

 -

Capital stock

9,376

3,911,083

181,641

 -

 

1,318

75,351

 -

Interest

100.0%

100.0%

53.9%

-

 

60.0%

25.4%

-

Total equity

-

(2.936.835)

593,409

 -

 

2,391

(11,159)

-

Unrealized profits (a)

-

-

(58,884)

-

 

  -

-

-

Goodwill on investments

-

-

-

-

 

-

15,184

 -

Adjusted equity (b)

-

(2.936.835)

260,663

 -

 

1,432

12,355

-

Net income (loss) for the period

8

(195,052)

386,662

 -

 

1.073

(25,218)

-

Unrealized profits in the period (a)

-

-

(8.186)

-

 

-

-

-

Adjusted net income for the period

8

(195,052)

200,323

-

 

644

(5,359)

-

                 

Changes in investments:

               

Balances as of December 31, 2015

(1,115)

(2,985,687)

      213,219

(2,773,583)

 

2,781

15,643  

18,424

Equity results

              8  

(195,052)

200,323

5,279

 

644

(5,359)

(4,715)

Foreign exchange from subsidiaries abroad

1,107

-

-

1,107

 

-

-

-

Unrealized gains (losses) on hedges

-

69,231

                  -  

69,231

 

-

-

         -  

Losses from the sale of corporate interest

-

-

 

2,829

 

2,829

 

-

-

-

Capital increase

-

-

-

-

 

-

3,439

3,439

Advances for future capital increase

-

 

191,586

                  -  

 

191,586

 

-

-

         -  

Effects of changes in corporate interest

-

-

-

-

 

-

(1,368)

(1,368)

Dividends

-

-

(155,708)

(155,708)

 

(1,993)

-

(1,993)

Amortization of losses on sale-leaseback transactions (c)

-

(4,964)

-  

(4,964)

 

-

-

         -  

Balances as of September 30, 2016

-

(2,924,886)

260,663

(2,664,223)

 

1,432

12,355

13,787

 

(a)     Corresponds to transactions involving revenue from mileage redemption for airline tickets by participants in the Smiles Program which, for the purposes of consolidated statements are only accrued when program participants are actually transported by GOL.

(b)    Adjusted shareholders' equity corresponds to the percentage share of total shareholders' equity net of unrealized profits.

(c)     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 GOL. Accordingly, as of September 30, 2016, the net balance to be deferred is essentially part of the net investment of the Parent Company in GOL. The net balance to be deferred as of September 30, 2016 was R$11.949 (R$16.913 as of December 31, 2015).

(d)    On September, 2016, the  Board of Directors of Smiles approved the subscription of the capital increase of its associate Netpoints through the issue of 20,230,201 new shares. Accordingly, the interest in Netpoints from Smiles increased from 21.3% to 25.4%.

 

14. Earnings 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. Preferred shares hold economic power and the right to 35 times more dividends than common shares. The Company believes that the economic power of preferred shares is more than that of common shares.

 


 
 
 

41


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

Basic earnings per share are calculated by dividing the period's net income attributable to controlling shareholders by the weighted average number of all classes of shares outstanding during the period.

 

Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares. The Company has only one category of potentially dilutive shares, namely stock options, as described in Note 12. For the nine-month period ended September 30, 2016, since these options are for amounts below the average year-to-date market price (out of money), these instruments issued by the parent company have no dilutive effect and therefore are not included in the total quantity of outstanding shares. For the three-month period ended September 30, 2016, the Company recorded a dilutive effect for the stock options plan granted on June 30, 2016, since the average stock price on that date was above the stock price (in the money); however, given the reported loss, these shares are not included in the total quantity of outstanding shares.

 

 

Parent Company and Consolidated

 

Three-month period ended

09/30/2016

09/30/2015

 

Common

Preferred

Common

Preferred

Numerator

   

 

 

Net income (loss) for the period attributable to equity holders of the parent company

(368)

(517)

(1,045,932)

(1,132,881)

 

 

 

 

 

Denominator

 

 

 

 

Weighted average number of outstanding shares (in thousands) *

5,035,037

202,443

5,035,037

155,817

Adjusted weighted average number of outstanding shares and diluted conversions summarized (in thousands)*

5,035,037

202,443

5,035,037

155,817

 

 

 

 

Basic earnings (losses) per share - R$ (b)

(0.000)

(0.003)

(0.208)

(7.271)

Diluted earnings (losses) per share - R$ (b)

(0.000)

(0.003)

(0.208)

(7.272)

 

 

 

Parent Company and Consolidated

 

Nine-month period ended

09/30/2016

09/30/2015

 

Common

Preferred

Common

Preferred

Numerator

   

 

 

Net income (loss) for the period attributable to equity holders of the parent company

396,766

557,630

(1,641,062)

(1,638,218)

 

 

 

 

 

Denominator

 

 

 

 

Weighted average number of outstanding shares

(in thousands) *

5,035,037

202,184

5,035,037

143,609

Adjusted weighted average number of outstanding shares and diluted conversions summarized

(in thousands)*

5,035,037

202,184

5,035,037

143,609

 

 

 

 

Basic earnings (losses) per share - R$ (b)

0.079

2.758

(0.326)

(11.407)

Diluted earnings (losses) per share - R$ (b)

0.079

2.758

(0.326)

(11.408)

 

 

(*) The weighted average considers the split of one common share for 35 common shares approved at the Extraordinary Shareholders’ Meeting held on March 23, 2015. The earnings per share presented herein reflects the economic rights of each class of shares.

 

 

 


 

 

42


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

15. Property, plant and equipment

 

Parent Company

 

The balance corresponding to payment in advance for aircraft purchase refers to prepayments made based on contracts with Boeing Company to purchase 737-MAX aircraft for the amount of R$25,244 (R$555,519 as of December 31, 2015) and the right on the residual value of the aircraft in the amount of R$323,013 (R$427,300 as of December 31, 2015), both realized by the GAC subsidiary.

 

Consolidated

 

 

09/30/2016

12/31/2015

 

Weighted annual depreciation rate

Cost

Accumulated depreciation

Net amount

Net amount

Flight equipment

         

Aircraft held under finance leases (a)

5.5%

2,150,260

(723,723)

1,426,537

2,081,973

Sets of replacement parts and spare engines

5.5%

1,228,206

(432,063)

796,143

823,875

Aircraft reconfigurations/overhauling

14.0%

1,325,936

(825,614)

500,322

611,068

Aircraft and safety equipment

20.0%

874

(389)

485

723

Tools

10.0%

29,372

(15,464)

13,908

12,834

   

4,734,648

(1,997,253)

2,737,395

3,530,473

   

 

 

 

 

Impairment losses (b)

-

(28,549)

-

(28,549)

(28,904)

   

4,706,099

(1,997,253)

2,708,846

3,501,569

   

 

 

 

 

Property, plant and equipment in use

 

 

 

 

 

Vehicles

20.0%

11,115

(9,332)

1,783

1,825

Machinery and equipment

10.0%

57,161

(34,142)

23,019

24,298

Furniture and fixtures

10.0%

24,625

(15,822)

8,803

7,852

Computers and peripherals

20.0%

40,732

(33,029)

7,703

9,364

Communication equipment

10.0%

2,652

(1,782)

870

865

Facilities

10.0%

4,216

(3,870)

346

445

Maintenance center - Confins

10.0%

107,127

(66,237)

40,890

49,779

Leasehold improvements

20.0%

59,518

(49,971)

9,547

14,752

Construction in progress

-

25,349

-

25,349

22,022

   

332,495

(214,185)

118,310

131,202

   

5,038,594

(2,211,438)

2,827,156

3,632,771

   

 

 

 

 

Advances for aircraft acquisition

-

147,422

-

147,422

623,843

   

 

 

 

 

 

5,186,016

(2,211,438)

2,974,578

4,256,614

 

(a)    The Company changed lessors for 6 agreements classified as financial lease agreements in the nine-month period ended September 30, 2016 through sale-leaseback transactions. Although the Company will continue to have these aircraft in its fleet, factors such as exchanging lessors, new contractual terms and particularly shorter contractual durations characterize these agreements as new contracts under IAS17 and CPC06 criteria. As of February 11, 2016, therefore, these aircraft have been classified as operating leases and the related payments are now recognized under Costs as "aircraft leases". In addition, the Company terminated an agreement for 4 aircraft early and did not enter into any other types of agreement.

 

(b)   Refers to provisions for impairment losses made by the Company in order to present its assets according to their actual capacity for generating economic benefits.

 

During the nine-month period ended September 30, 2016, the Company reviewed the useful life of its assets and made the following changes in depreciation rates:

 

 

From

To

Property, plant and equipment under finance lease

4.0%

5.5%

Sets of replacement parts and spare engines

4.0%

5.5%

Aircraft reconfigurations/overhauling

30.0%

14.0%

 

 

These adjustments are supported by technical analyses and their purpose is to reflect the Company's current outlook for the use of its assets.

 

 


 
 

43


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

Changes in property, plant and equipment balances are as follows:

 

 

Property, plant and equipment under finance lease

Other flight equipment

Advances for aircraft acquisition

Others

Total

As of December 31, 2015

2,081,973

1,419,596

623,843

131,202

4,256,614

Additions

-

157,192

106,502

20,924

284,618

Disposals

(597,136)

(69,721)

(582,923)

(12,356)

(1,262,136)

Depreciation

(58,300)

(224,758)

-

(21,460)

(304,518)

As of September 30, 2016

1,426,537

1,282,309

147,422

118,310

2,974,578

 

16. Intangible assets

 

 

Goodwill

Airport operating rights

Software

Total

Balances as of December 31, 2015

542,302

1,038,900

133,403

1,714,605

Additions

-

-

48,446

48,446

Disposals

-

-

(781)

(781)

Amortization

-

-

(21,240)

(21,240)

Balances as of September 30, 2016

542,302

1,038,900

159,828

1,741,030

 

 

 


 
 

 

44


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

17. Short and long-term debt

 

 

Maturity of


the contract

Interest rate

Parent Company

Consolidated

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Short-term debt

   

 

 

 

 

In local currency:

   

 

 

 

 

BNDES – Direct (a)

Jul, 2017

TJLP+1.40% p.a.

-

-

-

3,111

Debentures VI (b)

Sep, 2019

132% of DI

-

-

-

125,194

Safra (c)

May, 2018

128% of DI

-

-

9,690

33,571

Safra working capital (d)

Mar, 2016

111% of DI

-

-

-

116,035

Interest

-

-

-

-

1,827

22,026

In foreign currency (US$):

           

J.P. Morgan (e)

Mar, 2018

1.09% p.a.

-

-

42,050

72,141

Finimp (f)

Feb, 2017

3.92% p.a.

-

-

173,735

389,275

Engine Facility (Cacib) (g)

Jun, 2021

Libor 3m+2.25% p.a.

-

-

17,174

20,920

Senior Bonds I (h)

Apr, 2017

7.63% p.a.

181,696

-

181,696

-

Interest

-

-

45,903

127,598

48,067

126,462

 

   

227,599

127,598

474,239

908,735

Finance leases

Jul, 2025

4.33% p.a.

-

-

268,323

487,888

Total short-term debt

   

227,599

127,598

742,562

1,396,623

 

 

 

 

 

 

 

Long-term debt

   

 

 

 

 

In local currency:

   

 

 

 

 

BNDES – Direct (a)

Jul, 2017

TJLP+1.40% p.a.

-

-

-

1,813

Debentures VI (b)

Sep, 2019

132% of DI

-

-

1,003,445

925,623

Safra (c)

May, 2018

128% of DI

-

-

9,794

49,562

In foreign currency (US$):

   

 

 

 

 

J.P. Morgan (e)

Mar, 2018

1.09% p.a.

-

-

21,770

64,744

Engine Facility (Cacib) (g)

Jun, 2021

Libor 3m+2.25% p.a.

-

-

163,849

212,758

Senior Bonds I (h)

Apr, 2017

7.63% p.a.

-

322,407

-

322,407

Senior Bonds II (i)

Jul, 2020

9.65% p.a.

366,334

617,376

366,334

617,376

Senior Bonds III (j)

Feb, 2023

9.25% p.a.

67,784

137,379

67,784

128,195

Senior Bonds IV (k)

Jan, 2022

11.30% p.a.

885,420

1,251,902

885,420

1,251,902

Senior Bonds V (l)

Dec, 2018

9.50% p.a.

42,248

-

42,248

-

Senior Bonds VI (m)

Dec, 2021

9.50% p.a.

119,891

-

119,891

-

Senior Bonds VII (n)

Dec, 2028

9.50% p.a.

52,338

-

52,338

-

Perpetual Bonds (o)

-

8.75% p.a.

496,503

780,961

424,652

698,959

Term Loan (p)

Aug, 2020

6.70% p.a.

938,037

1,128,757

938,037

1,128,757

     

2,968,555

4,238,782

4,095,562

5,402,096

Finance leases

Jul, 2025

4.33% p.a.

-

-

1,507,671

2,506,207

Total long-term debt

   

2,968,555

4,238,782

5,603,233

7,908,303

Total

   

3,196,154

4,366,380

6,345,795

9,304,926

 

(a)   Credit line obtained on June 27, 2012 for the expansion of the Aircraft Maintenance Center (“CMA"). As of April 15, 2016, the subsidiary GOL fully settled this amount in advance.

(b)   105,000 debentures issued by the GOL subsidiary on September 30, 2015 for early lump-sum repayment of Debentures IV and V.

(c)   Credit line obtained by Webjet.

(d)   Working capital issued by the GOL subsidiary on June 30, 2015.

(e)   Issuance of 3 series of Guaranteed Notes to finance engine maintenance. For further information, see Note 11.4.

(f)    Credit line with Banco do Brasil used to finance imports of spare parts and aircraft equipment.

(g)   Credit line raised on September 30, 2014 with Credit Agricole.

(h)   Issuance of Senior Bonds series I by Gol Finance on March 22, 2007, which was used to prepay aircraft purchases.

(i)    Issuance of Senior Bonds series II by Gol Finance on July 13, 2010 in order to repay debts held by the Company.

(j)    Issuance of Senior Bonds series III by GOL on February 7, 2013 in order to finance the prepayment of debts due within the next 3 years. The total amount of bonds was transferred to Gol LuxCo along with the financial investments acquired on the date of issuance, and a portion of the loan was prepaid.

(k)   Issuance of Senior Bonds series IV by Gol LuxCo on September 24, 2014 in order to finance partial buyback of Senior Bonds I, II and III.

(l)    Issuance of Senior Bonds series V by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.

(m)  Issuance of Senior Bonds series VI by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.

(n)   Issuance of Senior Bonds series VII by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.

(o)   Issuance of Perpetual Bonds by Gol Finance on April 5, 2006 to repay bank loans and purchase aircraft.

 
 

 
 

45


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

(p)   Term Loan issued by Gol LuxCo on August 31, 2015 for aircraft purchases and bank loan repayment, with backstop guarantee from Delta Airlines. For further information, see Note 11.5.

 

 

Total loans and financing includes funding costs of R$103,294 (R$106,450 as of December 31, 2015) which will be repaid over the term of the related loans and financing.

 

The maturities of long-term debt, except long-term financial lease agreements, as of September 30, 2016 are as follows:

 

 

2017

2018

2019

2020

2020 onwards

Without maturity date

Total

Parent Company

 

 

 

 

 

 

 

In foreign currency (US$):

 

 

 

 

 

 

 

Senior Bonds II

-

-

-

366,334

-

-

366,334

Senior Bonds III

-

-

-

-

67,784

-

67,784

Senior Bonds IV

-

-

-

-

885,420

-

885,420

Senior Bonds V

-

42,248

-

-

-

-

42,248

Senior Bonds VI

-

-

-

-

119,891

-

119,891

Senior Bonds VII

-

-

-

-

52,338

-

52,338

Perpetual Bonds

-

-

-

-

-

496,503

496,503

Term Loan

-

-

-

938,037

-

-

938,037

Total

-

42,248

-

1,304,371

1,125,433

486,982

2,968,555

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

In local currency:

 

 

 

 

 

 

 

Debentures VI

-

400,000

603,445

-

-

-

1,003,445

Safra

5,000

4,794

-

-

-

-

9,794

In foreign currency (US$):

 

 

 

 

 

 

 

J.P. Morgan

10,966

10,804

-

-

-

-

21,770

Engine Facility (Cacib)

4,341

17,363

17,363

17,363

107,419

-

163,849

Senior Bonds II

-

-

-

366,334

-

-

366,334

Senior Bonds III

-

-

-

-

67,784

-

67,784

Senior Bonds IV

-

-

-

-

885,420

-

885,420

Senior Bonds V

-

42,248

-

-

-

-

42,248

Senior Bonds VI

-

-

-

-

119,891

-

119,891

Senior Bonds VII

-

-

-

-

52,338

-

52,338

Perpetual Bonds

-

-

-

-

-

424,652

424,652

Term Loan

-

-

-

938,037

-

-

938,037

Total

20,307

475,209

620,808

1,321,734

1,232,852

424,652

4,095,562

 

The fair value of senior and perpetual bonds as of September 30, 2016 is as follows:

 

 

Parent Company

Consolidated

 

Book value

Market value

Book value

Market value

Senior Bonds

1.715.711

1,179,104

1.715.711

1,179,104

Perpetual Bonds

496.503

312,564

424.652

267,362

 

Market values for Senior and Perpetual bonds are obtained through current market quotations.

 

 

 
 

46


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

17.1.  Covenants

 

On September 30, 2016, long-term debt (excluding perpetual bonds and finance leases) in the total amount of R$3,671 (R$4,703 as of December 31, 2015) involved restrictive covenants, including but not limited to those that require the Company to maintain the liquidity requirements and the coverage of expenses with interest.

 

The Company has restrictive covenants on the Term Loan and Debentures VI with the following financial institutions: Bradesco and Banco do Brasil, with semi-annual measurements. On September 30, 2016, Debentures VI were subject to the following covenants: (i) net debt/EBITDAR below 6.35 and (ii) debt coverage ratio (ICSD) of at least 1.15. Under the indenture, these indicators must be measured only at the end of the second half of 2016. Accordingly, as of September 30, 2016, the Company was in compliance with the Debenture covenants.

 

17.2.  New loans and financing during the nine-month period ended September 30, 2016

 

During the nine-month period ended September 30, 2016, the Company's new funding was as follows:

 

Import financing (Finimp): through its GOL subsidiary, the Company renegotiated contracts of this type that are part of a credit line maintained by the Company for import financing in order to purchase spare parts and aircraft equipment. These renegotiations are shown below:

 

Original date of

funding

Financial institution

Amount funded

Interest rate

(p.a.)

New date

of Maturity

(US$)

(R$)

02/03/2016

Banco do Brasil

5,245

18,668

4.45%

01/13/2017

02/22/2016

Banco do Brasil

8,595

30,589

4.19%

02/01/2017

03/03/2016

Banco do Brasil

4,815

17,136

4.20%

02/11/2017

04/28/2016

Banco do Brasil

4,274

13,718

4.23%

04/20/2017

07/01/2016

Banco do Brasil

9,638

31,287

4.56%

07/26/2017

07/21/2016

Banco do Brasil

7,823

25,394

4.67%

07/14/2017

07/22/2016

Banco do Brasil

10,436

33,879

4.66%

07/14/2017

 

 

Senior Notes and Perpetual Bonds Exchange Offer: In the nine-month period ended September 30, 2016, the Company carried out private swap offers of Senior Notes maturing in 2017, 2020, 2022, 2023 and Perpetual Bonds in order to restructure debt, as described in Note 1. As a result, subsidiary Gol LuxCo issued new debt with discounts set forth by the offer, reducing the Company’s debt, as shown in the table below:

 

 

Cancelled debt (a)

New issues (b)

Premium

paid

Total

gains

Payments

Debt reduced

Senior Bond 2017 (i)

27,937

(19,556)

(1,233)

7,148

(6,243)

13,391

Senior Bond 2020 (ii)

41,139

(18,513)

(1,440)

21,186

(3,189)

24,375

Senior Bond 2022 (ii)

46,270

(20,822)

(1,488)

23,960

(3,536)

27,496

Senior 2023 (ii)

14,301

(6,435)

(513)

7,353

(1,104)

8,457

Perpetual Bond (iii)

46,099

(16,135)

(1,949)

28,015

-

28,015

Total in USD

175,746

(81,461)

(6,623)

87,662

(14,072)

101,734

       

 

 

 

Total in R$

574,971

(266,508)

(21,664)

286,799

(46,034)

332,833

 

 

a)      Related to the previous debt amount cancelled on the Exchange Offer.

b)     The new issuances hold the following maturities: (i) Senior Bond on December 20, 2018; (ii) Senior Bond on July 20, 2021; (iii) Senior Bond on December 20, 2028.

c)      The total amount of R$286,799 is related to the net gain from the Exchange Offer. 

 

The new senior bonds have a senior guarantee by the Company, with semi-annual interest payments of 8.50% p.a. and 1% p.a. to be incorporated into the principal amount (PIK), in addition to guarantees of aircraft sets of replacement parts. Costs from the swap offering totaled R$26,230 (US$8,080).

 
 

 
 
 

47


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

Other loans and borrowings have not been affected by contractual alterations during the nine-month period ended September 30, 2016.

 

17.3. Finance leases

 

The future payments of finance agreements indexed to U.S. dollar are detailed as follows:

 

 

Consolidated

 

09/30/2016

12/31/2015

2016

131,085

629,340

2017

377,612

559,721

2018

357,990

550,431

2019

325,784

460,848

2020

268,494

328,506

2021 onwards

510,319

863,647

Total minimum lease repayments

1,971,284

3,392,493

Less total interest

(195,290)

(398,398)

Present value of minimum lease payments

1,775,994

2,994,095

Less current portion

(268,323)

(487,888)

Noncurrent portion

1,507,671

2,506,207

 

The discount rate used to calculate present value of the minimum lease payments was 4.43% as of September 30, 2016 (4.91% as of December 31, 2015). There are no significant differences between the present value of minimum lease payments and the fair value of these financial liabilities.

 

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 by payment in full at the end of the lease agreement. As of September 30, 2016, amounts of withdrawals for the repayment at maturity date of the lease agreements totaled R$180,728 (R$276,851 as of December 31, 2015) and they have been added to the 'loans and financing’ line item in Noncurrent liabilities.

 

 

18.  Taxes payable

 

 

Consolidated

 

09/30/2016

12/31/2015

PIS and COFINS

78,969

75,811

ICMS installments

2,166

1,107

Withholding income tax on salaries

20,449

27,606

ICMS

41,953

39,234

Tax on import

3,454

3,467

IRPJ and CSLL payable

22,173

-

Others

6,137

10,786

 

175,301

158,011

     

Current

133,328

118,957

Noncurrent

41,973

39,054

 

 

19. Transportation commitments

 

As of September 30, 2016, the balance of transportation commitments classified in current liabilities was R$1,161,462 (R$1,206,655 as of December 31, 2015) and is represented by 4,787,440 tickets sold and not yet used (4,464,876 as of December 31, 2015) with an average use of 56 days (36 days as of December 31, 2015).

 

 

 

 
 

48


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

20. Mileage program

 

As of September 30, 2016, the balance of Smiles loyalty program deferred revenue was R$790,510 (R$770,416 as of December 31, 2015) and R$231,906 (R$221,242 as of December 31, 2015) classified in current and noncurrent liabilities, respectively.

 

21. Provisions

 

 

Consolidated

 

Insurance provision

Provisions for return of GOL and Webjet aircraft and engines (a)

Provision for legal proceedings (b)

Total

As of December 31, 2015

742

725,176

144,355

870,273

Additional provisions recognized

-

78,602

126,473

205,075

Utilized provisions (*)

(1)

(88,777)

(101,708)

(190,486)

Foreign exchange variation

-

(119,317)

-

(119,317)

As of September 30, 2016

741

595,684

169,120

765,545

       

As of December 31, 2015

       

Current

742

205,966

-

206,708

Noncurrent

-

519,210

144,355

663,565

742

725,176

144,355

870,273

       

As of September 30, 2016

       

Current

741

115,015

-

115,756

Noncurrent

-

480,669

169,120

649,789

 

741

595,684

169,120

765,545

 

(*) Are presented mainly by proceeding payments and, in other cases, reviewed classifications of probable loss to possible or remote loss.

 

(a)     Provision for aircraft and engines return

 

Provision for returns considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure aircraft when returned as described in the return conditions of the lease contracts. The corresponding debit entry is capitalized in property, plant and equipment (aircraft reconfigurations/overhauling).

 

(b)   Provision for legal proceedings

 

As of September 30, 2016, the Company and its subsidiaries are parties to 28,479 (8,559 labor and 19,920 civil) lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operational (those arising from the Company’s normal course of operations), and Succession (those arising from claims for recognition of the succession of former Varig S.A. obligations).

 

Under this classification, the number of proceedings is as follows:

 

 

Operational

Succession

Total

Civil lawsuits

18,076

295

18,371

Civil proceedings

1,548

1

1,549

Labor lawsuits

5,636

2,725

8,361

Labor proceedings

196

2

198

 

25,456

3,023

28,479

 

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, risk premium and wage differences.

 

 

 

 
 

 

49


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

The provisions related to civil and labor suits, whose likelihood of loss is assessed as probable are as follows:

 

 

09/30/2016

12/31/2015

Civil

72,870

69,892

Tax

13

170

Labor

96,237

74,293

 

169,120

144,355

 

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 risk of loss, in the estimated amount of R$33,135 for civil claims and R$71,970 for labor claims as of September 30, 2016 (R$22,176 and R$53,764 as of December 31, 2015, respectively), for which no provisions are recognized.

 

The tax lawsuits below were evaluated by the Company’s Management and its legal counsels as being relevant and with possible risk of loss as of September 30, 2016:

 

·   GLAI is discussing the non-incidence of taxation of PIS and COFINS on revenues generated by interest attributable to shareholders’ equity in the amount of R$50,683 related to the years from 2006 to 2008, paid by its subsidiary GTA Transportes Aéreos S.A., succeeded by GOL on September 25, 2008, 2014 and 2015. 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 escrow deposits with Bic Banco with a partial guarantee on the lawsuit of R$28,452 as disclosed in Note 6. 

·   Tax on Services (ISS), the amount of R$19,217 (R$17,091 as of December 31, 2015) arising from assessment notices issued by the Municipality of São Paulo against the Company, in the period from January 2007 to December 2010 regarding a possible ISS taxation on partnerships. The classification of possible risk of loss is a result from the matters under discussion and are interpretative, and involve discussions of factual and evidential materials on which there is no final positioning of the Superior Courts.

·   Customs Penalty in the amount of R$43,740 (R$18,283 as of December 31, 2015) 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$47,012 (R$45,292 as of December 31, 2015) related to an infraction notice 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.

·   GOL’s goodwill in the amount of R$70,961 (R$65,929 as of December 31, 2015) resulted from an assessment notice related to the deductibility of the goodwill classified as future profitability. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.

·   ICMS in the amount of R$21,737 (R$20,384 as of December 31, 2015) from an assessment notice issued for alleged understated (or incomplete declaration) of amounts related to air transportation revenue to the tax authorities of the State of Ceará in 2010 and 2011.

·   Tax on Industrialized Products (IPI): supposedly levied on the importation of aircraft in the amount of R$112,257 (R$101,448 as of December 31, 2015).

 

There are other lawsuits considered by the Company’s Management and its legal counsels as possible risk, in the estimated amount of R$72,494 (R$58,151 as of December 31, 2015) which added to the lawsuits mentioned above, totaled R$438,101 as of September 30, 2016 (R$364,078 as of December 31, 2015).

 

 


 
 

50


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

22. Equity

 

22.1.  Capital stock

 

As of September 30, 2016, the Company’s capital stock was R$3,080,110, represented by 5,238,421,108 shares, comprised by 5,035,037,140 common shares and 203,383,968 preferred shares. The Fundo de Investimento em Participações Volluto is the Company’s controlling shareholder, which is equally controlled by Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino.

 

The Company’s shares are held as follows:

 

 

09/30/2016

12/31/2015

 

 

Common

Preferred

Total

Common

Preferred

Total

Fundo Volluto

100.00%

33.88%

61.28%

100.00%

33.88%

61.28%

Delta Airlines, Inc.

-

16.19%

9.48%

-

16.19%

9.48%

Treasury Shares

-

0.46%

0.27%

-

0.75%

0.44%

Other

-

1.11%

0.65%

-

1.05%

0.61%

Free float

-

48.36%

28.33%

-

48.13%

28.19%

 

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

                 

 

The authorized capital stock as of September 30, 2016 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 by-laws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. Under the law terms, in case of capital increase within the authorized limit, the Board of Directors will define the issuance conditions, including pricing and payment terms.

 

22.2.  Dividends

 

The Company’s by-laws provide for a mandatory minimum dividend to be paid to common and preferred shareholders, at least 25% of annual adjusted net income after allocation to reserves in accordance with Brazilian Corporation Law (6404/76).

 

22.3.  Treasury Shares

 

During the nine-month period ended September 30, 2016, the Company transferred 597,627 restricted shares to its beneficiaries (533,204 restricted shares in the nine-month period ended September 30, 2015).

 

As of September 30, 2016, the Company had 929,142 treasury shares, totaling R$13,900, with a market value of R$5,789 (1,526,769 treasury shares, totaling R$22,699 in treasury shares, with a market value of R$3,847 as of December 31, 2015).

 

22.4.  Share-based payments

 

As of September 30, 2016, the balance of the share-based payments reserve was R$111,010 (R$103,126 as of December 31, 2015).

 

22.5.  Equity valuation adjustments

 

The fair value measurement of financial instruments designated as cash flow hedges is recognized in "Equity valuation adjustments", net of tax effects. The balance as of September 30, 2016 corresponds to a loss, net of taxes, of R$109,708 (net loss of R$178,939 as of December 31, 2015) as described in Note 28.

 

 
 

 
 

 

51


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

22.6.  Share issuance costs

 

As of September 30, 2016, the balance of share issuance costs was R$42,290 for the parent company and R$155,618 for the consolidated (R$41,895 in the parent company and R$155,223 in the consolidated as of December 31, 2015).

 

23. Revenue

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2016

09/30/2015

09/30/2016

09/30/2015

Passenger transportation

2,166,945

2,275,925

6,529,429

6,524,446

Cargo

79,634

82,166

233,064

232,558

Mileage revenue

161,684

120,010

444,964

298,765

Other revenue (*)

159,394

164,963

482,932

506,182

Gross revenue

2,567,657

2,643,064

7,690,389

7,561,951

 

 

 

 

 

Related tax

(166,238)

(153,419)

(487,088)

(436,001)

Net revenue

2,401,419

2,489,645

7,203,301

7,125,950

 

(*) Of the total amount, R$84,625 and R$263,810 in the three- and nine-month periods ended September 30, 2016, respectively (R$56,451 and R$183,240, respectively, as of September 30, 2015), consist of revenues from unused passenger tickets, reissued tickets and cancellation of flight tickets.

                                                                                                                                   

Revenues are net of federal, state and municipal taxes, which are paid and transferred to the appropriate government entities.

 

Revenues by geographical location is as follows:

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2016

%

09/30/2015

%

09/30/2016

%

09/30/2015

%

Domestic

2,066,977

86.1

2,143,211

86.1

6,073,409

84.3

6,317,285

88.7

International

334,442

13.9

346,434

13.9

1,129,892

15.7

808,665

11.3

Net revenue

2,401,419

100.0

2,489,645

100.0

7,203,301

100.0

7,125,950

100.0

 

 

 

 
 

52


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

24. Costs of services provided, selling and administrative expenses

 

24.1.      Parent Company

 

 

Parent Company

 

Three-month period ended

Nine-month period ended

 

09/30/2016

09/30/2015

09/30/2016

09/30/2015

 

Total

%

Total

%

Total

%

Total

%

Personnel (a)

(842)

(3.3)

(1,068)

24.3

(2,147)

(0.9)

(4,018)

(50.5)

Services provided

1,644

6.4

(2,145)

48.7

(4,185)

(1.7)

(4,260)

(53.6)

Sale-leaseback transactions (b)

22,981

89.6

(1,630)

37.0

235,563

97.5

16,523

207.8

Other operating expenses (c)

1,855

7.3

440

(10.0)

12,398

5.1

(295)

(3.7)

 

25,638

100.0

(4,403)

100.0

241,629

100.0

7,950

100.0

 

24.2.      Consolidated

 

 

Consolidated

 

Three-month period ended 9/30/2016

Cost of services provided

Selling expenses

Administrative expenses

Other operating revenues

Total

%

Personnel (a)

(282,860)

(10,064)

(86,948)

-

(379,872)

17.5

Fuels and lubricants

(668,117)

-

-

-

(668,117)

30.8

Aircraft leases

(266,139)

-

-

-

(266,139)

12.3

Aircraft insurance

(8,499)

-

-

-

(8,499)

0.4

Maintenance and repair materials

(104,348)

-

-

-

(104,348)

4.8

Services

(123,985)

(55,367)

(64,351)

-

(243,703)

11.2

Sales and marketing

-

(136,728)

-

-

(136,728)

6.3

Landing and takeoff tariffs

(169,918)

-

-

-

(169,918)

7.8

Depreciation and amortization

(77,201)

-

(23,643)

-

(100,844)

4.7

Sale-leaseback transactions

-

-

-

22,981

22,981

(1.1)

Other, net (c)

(102,463)

(11,300)

(11,820)

13,314

(112,269)

5.3

 

(1,803,530)

(213,459)

(186,762)

36,295

(2,167,456)

100.0

 

 

 

 

Consolidated

 

Three-month period ended 9/30/2015

Cost of services provided

Selling expenses

Administrative expenses

Other operating revenues

Total

%

Personnel (a)

(313,951)

(13,928)

(62,923)

-

(390,802)

15.8

Fuels and lubricants

(822,684)

-

-

-

(822,684)

33.2

Aircraft leases

(263,625)

-

(312)

-

(263,937)

10.6

Aircraft insurance

(8,577)

-

-

-

(8,577)

0.3

Maintenance and repair materials

(119,386)

-

(3,012)

-

(122,398)

4.9

Services

(114,550)

(84,206)

(62,275)

-

(261,031)

10.5

Sales and marketing

-

(178,948)

3,910

-

(175,038)

7.1

Landing and takeoff tariffs

(171,489)

-

(23)

-

(171,512)

6.9

Depreciation and amortization

(100,489)

-

(4,253)

-

(104,742)

4.2

Sale-leaseback transactions

-

-

-

(1,630)

(1,630)

0.1

Other, net

(104,250)

(14,296)

(39,163)

-

(157,709)

6.4

 

(2,019,001)

(291,378)

(168,051)

(1,630)

(2,480,060)

100.0

 

 

 

 

 

53


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

Consolidated

 

 

Nine-month period ended 9/30/2016

 

Cost of services provided

Selling expenses

Administrative expenses

Other operating revenues

Total

%

Personnel (a)

(898,931)

(30,731)

(246,848)

-

(1,176,510)

17.6

 

Fuels and lubricants

(2,016,678)

-

-

(2,016,678)

30.1

 

Aircraft leases

(876,529)

-

-

-

(876,529)

13.0

 

Aircraft insurance

(26,091)

-

-

-

(26,091)

0.4

 

Maintenance and repair materials

(389,750)

-

-

-

(389,750)

5.8

 

Services

(406,148)

(186,348)

(200,330)

-

(792,826)

11.8

 

Sales and marketing

-

(387,478)

-

-

(387,478)

5.8

 

Landing and takeoff tariffs

(516,699)

-

-

-

(516,699)

7.7

 

Depreciation and amortization

(302,093)

-

(23,665)

-

(325,758)

4.8

 

Sale-leaseback transactions, net (b)

-

-

-

235,563

235,563

(3.5)

 

Other, net (c)

(307,168)

(31,480)

(76,163)

(12,687)

(427,498)

6.5

 

 

(5,740,087)

(636,037)

(547,006)

222,876

(6,700,254)

100.0

 

                 

 

 

Consolidated

 

Nine-month period ended 9/30/2015

Cost of services provided

Selling expenses

Administrative expenses

Other operating revenues

Total

%

Personnel (a)

(984,601)

(43,082)

(167,913)

-

(1,195,596)

16.6

Fuels and lubricants

(2,431,047)

-

-

-

(2,431,047)

33.7

Aircraft leases

(722,613)

-

(312)

-

(722,925)

10.0

Aircraft insurance

(21,543)

-

-

-

(21,543)

0.3

Maintenance and repair materials

(393,067)

-

(3,014)

-

(396,081)

5.5

Services

(327,344)

(199,914)

(210,379)

-

(737,637)

10.2

Sales and marketing

-

(449,272)

3,570

-

(445,702)

6.2

Landing and takeoff tariffs

(502,362)

-

(23)

-

(502,385)

7.0

Depreciation and amortization

(267,747)

-

(34,898)

-

(302,645)

4.2

Sale-leaseback transactions (b)

-

-

-

16,523

16,523

(0.2)

Other, net

(324,855)

(40,398)

(106,725)

-

(471,978)

6.5

 

(5,975,179)

(732,666)

(519,694)

16,523

(7,211,016)

100.0

 

(a)   The Company recognizes expenses for the Audit Committee and the Board of Directors in the "Personnel" line item.

(b)   During the nine-month period ended September 30, 2016, the amount of R$240,436 is related to sale-leaseback transactions  fully recognized from 7 aircraft, of which 6 aircraft is related to the negotiation described in Note 15 and 1 aircraft on sale-leaseback transaction, and the amount of R$4,873 is related to deferred net losses from 2006 to 2009 aircraft.

(c)   During the three-month period ended September 30, 2016, the amount includes the gains of R$16,347 related to the early settlement of the lease agreement from 2 aircraft. During the three-month period ended September 30, the amount includes the net losses of R$24,991 related to the early settlement of the lease agreement from 4 aircraft.

 

 
 

 
 
 

54


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

25. Financial income (expenses)

 

 

Parent Company

 

Three-month period ended

Nine-month period ended

 

09/30/2016

09/30/2015

09/30/2016

09/30/2015

Financial Income

       

Income from short-term Investments and investment funds

6,496

1,823

9,397

4,830

Monetary variation

581

635

1,611

1,851

Interest income

-

14

-

50

(-) Taxes on financial income(a)

(147)

(1,659)

(800)

(1,659)

Gains from exchange offer (b)

286,799

-

286,799

-

Other

22,936

6,100

65,086

6,775

 

316,665

6,913

362,093

11,847

Financial expenses

 

 

 

 

Interest on short and long-term debt

(71,829)

(72,483)

(241,651)

(182,639)

Bank charges and expenses

(13,059)

(1,993)

(36,063)

(5,496)

Other

(7,434)

(1,714)

(11,051)

(5,219)

 

(92,322)

(76,190)

(288,765)

(193,354)

 

 

 

 

 

Exchange rate variation, net

8,809

(634,932)

634,171

(909,465)

 

 

 

 

 

Total

233,152

(704,209)

707,499

(1,090,972)

 

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2016

09/30/2015

09/30/2016

09/30/2015

Financial Income

       

Income from derivatives

27,126

48,290

72,678

151,672

Income from short-term Investments and investment funds

33,769

50,974

121,706

140,537

Monetary variation

2,883

2,321

8,939

11,716

Interest income

862

2,608

3,464

7,467

(-) Taxes on financial income(a)

(4,886)

(43,519)

(15,576)

(43,519)

Gains from the buyback of securities (b)

286,799

-

286,799

-

Other

5,608

1,205

11,007

3,765

 

352,161

61,879

489,017

271,638

Financial expenses

 

 

 

 

Losses from derivatives

(159,295)

(41,280)

(268,008)

(83,613)

Interest on short and long-term debt

(197,140)

(226,661)

(613,759)

(585,430)

Bank charges and expenses

(21,714)

(20,155)

(85,173)

(38,506)

Monetary variation

(651)

(966)

(2,974)

(3,024)

Other

(38,637)

(34,772)

(88,189)

(104,597)

 

(417,437)

(323,834)

(1,058,285)

(815,170)

 

 

 

 

 

Exchange rate variation, net

(35,588)

(1,440,615)

1,397,703

(2,009,109)

 

 

 

 

 

Total

(100,864)

(1,702,570)

828,435

(2,552,641)

 

(a)     Relative to taxes on financial income (PIS and COFINS), according to Decree 8,426 of April 01, 2015.

(b)    Related to the total amount of the Exchange Offer from Senior Bonds and Perpetual Bond, net of costs from the previous debts of R$11,081.

 

26. Segments

 

Operating segments are defined as business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the relevant decision makers to evaluate performance and allocate resources to the segments. The Company holds two operating segments: flight transportation and the Smiles loyalty program.

 

The accounting policies of the operating segments are the same as those applied to consolidated quarterly information. Additionally, the Company has distinct natures between the two reportable segments, so there are no common costs and revenues between operating segments.

 

 

 
 
 

 

55


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

The Company is the controlling shareholder of Smiles, and the non-controlling interests of Smiles were 46.1% and 45.9% as of September 30, 2016 and 2015, respectively.

 

The information below presents the summarized financial position related to reportable segments for the nine-month periods ended September 30, 2016 and 2015:

 

26.1.              Assets and liabilities of the operating segments

 

 

09/30/2016

 

Flight transportation

Smiles

loyalty program

Combined

information

Eliminations

Total

consolidated

Assets

 

 

 

 

 

Current

1,447,205

1,174,667

2,621,872

(673,100)

1,948,772

Noncurrent

6,469,185

703,817

7,173,002

(806,666)

6,366,336

Total assets

7,916,390

1,878,484

9,794,874

(1,479,766)

8,315,108

       

 

 

Liabilities

         

Current

4,808,266

1,041,934

5,850,200

(1,158,314)

4,691,886

Noncurrent

6,618,003

243,141

6,861,144

(908)

6,860,236

Total equity (deficit)

(3,509,879)

593,409

(2,916,470)

(320,544)

(3,237,014)

Total liabilities and equity (deficit)

7,916,390

1,878,484

9,794,874

(1,479,766)

8,315,108

 

 

12/31/2015

 

Flight transportation

Smiles loyalty program

Combined

information

Eliminations

Total consolidated

Assets

         

Current

1,717,370

1,447,318

3,164,688

(703,122)

2,461,566

Noncurrent

7,850,454

217,950

8,068,404

(161,573)

7,906,831

Total assets

9,567,824

1,665,268

11,233,092

(864,695)

10,368,397

         

Liabilities

         

Current

5,325,604

954,746

6,280,350

(738,342)

5,542,008

Noncurrent

8,788,682

222,582

9,011,264

137,565

9,148,829

Total equity (deficit)

(4,546,462)

487,940

(4,058,522)

(263,918)

(4,322,440)

Total liabilities and equity (deficit)

9,567,824

1,665,268

11,233,092

(864,695)

10,368,397

 

 

 
 

 

56


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

09/30/2016

 

Flight transportation

Smiles loyalty program

Combined

information

Eliminations

Total

consolidated

Net revenue

         

Passenger (a)

6,099,711

-

6,099,711

229,446

6,329,157

Cargo and other (a)

547,280

-

547,280

(6,463)

540,817

Miles revenue (a)

-

1,098,687

1,098,687

(765,360)

333,327

Cost of services provided (b)

(5,625,992)

(565,886)

(6,191,878)

451,791

(5,740,087)

Gross profit

1,020,999

532,801

1,553,800

(90,586)

1,463,214

           

Operating income (expenses)

         

Sales expenses

(564,961)

(64,565)

(629,526)

(6,511)

(636,037)

Administrative expenses

(583,552)

(46,473)

(630,025)

83,019

(547,006)

Other operating income(expenses), net

221,902

(1,368)

220,534

2,342

222,876

 

(926,611)

(112,406)

(1,039,017)

78,850

(960,167)

           

Equity results

200,967

(5,359)

195,608

(200,323)

(4,715)

           

Financial result

         

Financial Income

452,535

157,963

610,498

(121,481)

489,017

Financial expenses

(1,180,012)

(143)

(1,180,155)

121,870

(1,058,285)

Exchange variation, net

1,390,494

7,212

1,397,706

(3)

1,397,703

 

663,017

165,032

828,049

386

828,435

 

 

 

 

 

 

Income (loss) before income and social contribution taxes

958,372

580,068

1,538,440

(211,673)

1,326,767

           

Deferred income and social

contribution taxes

(3,976)

(193,406)

(197,382)

3,162

(194,220)

Net income for the period

954,396

386,662

1,341,058

(208,511)

1,132,547

           

Income attributable to

non-controlling interests

-

178,151

178,151

-

178,151

Income attributable to equity holders of the parent company

954,396

208,511

1,162,907

(208,511)

954,396

 

 
 

 
 

57


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

09/30/2015

 

Flight transportation

Smiles loyalty program

Combined information

Eliminations

Total consolidated

Net revenue

         

Passenger (a)

6,064,149

-

6,064,149

193,047

6,257,196

Cargo and other (a)

700,923

-

700,923

-

700,923

Miles revenue (a)

-

870,559

870,559

(702,728)

167,831

Cost of services provided (b)

(5,975,179)

(476,178)

(6,451,357)

476,178

(5,975,179)

Gross profit

789,893

394,381

1,184,274

(33,503)

1,150,771

         

Operating revenues (expenses)

         

Sales expenses

(640,573)

(61,525)

(702,098)

(30,568)

(732,666)

Administrative expenses

(514,221)

(27,824)

(542,045)

22,351

(519,694)

Other operating income, net

16,523

-

16,523

-

16,523

 

(1,138,271)

(89,349)

(1,227,620)

(8,217)

(1,235,837)

           

Equity results

112,932

(4,311)

108,621

(111,990)

(3,369)

         

Financial result

         

Financial Income

242,918

115,864

358,782

(87,144)

271,638

Financial expenses

(887,388)

(14,926)

(902,314)

87,144

(815,170)

Exchange variation, net

(1,997,672)

(11,437)

(2,009,109)

-

(2,009,109)

 

 

 

 

 

Income (loss) before income and social contribution taxes

(2,877,588)

390,222

(2,487,366)

(153,710)

(2,641,076)

         

Deferred income and social contribution taxes

(401,692)

(132,622)

(534,314)

14,184

(520,130)

         

Net Income (loss) for the period

(3,279,280)

257,600

(3,021,680)

(139,526)

(3,161,206)

         

Income attributable to non-controlling interests

-

118,074

118,074

-

118,074

Income (loss) attributable to equity holders of the parent company

(3,279,280)

139,526

(3,139,754)

(139,526)

(3,279,280)

 

(a)   Eliminations are related to transactions between GOL and Smiles.

(b)    Includes depreciation and amortization expenses in the amount of R$325,758 in the nine-month period ended September 30, 2016 allocated to the following segments: R$319,871 for flight transportation and R$5,887 for the Smiles loyalty program (R$300,861  and R$1,784 in the nine-month period ended September 30, 2015, respectively).

 

In the individual quarterly forms of the subsidiary Smiles, which corresponds to the Loyalty Program segment, and in information provided to the main operational decision makers, revenue is recognized when miles are redeemed by participants. From the perspective of the Smiles loyalty program, this measurement is appropriate since this is when the revenue recognition cycle is complete, and Smiles transfers to GOL the obligation to provide services or deliver products to its customers.

 

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 of the consolidated assets, liabilities and results, as well as for consolidation and equity accounting purposes, the Company performed, in addition to eliminations, an adjustment to results as yet unrealized in the Smiles Program’s revenues. As a result, from the consolidated perspective, the miles used to redeem airline tickets are only recognized in revenues when passengers are transported by GOL in accordance with accounting practices adopted by the Company.

 

 

 


 
 

58


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

27. Commitments

 

As of September 30, 2016, the Company had 120 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimated contractual price increases during the construction phase. The approximate amount of firm orders, not including contractual discounts, is R$47,842,310 (corresponding to US$14,737,943 on balance sheet date), classified by period as shown below:

 

09/30/2016

12/31/2015

2016

-

1,337,753

2017

-

-

2018

1,780,313

2,141,509

2019

2,906,284

3,495,921

2020

4,453,475

5,357,011

2021 onwards

38,702,238

46,554,279

47,842,310

58,886,473

 

As of September 30, 2016, of the above-mentioned commitments, the Company has to pay the amount of R$7,175,682 (corresponding to US$2,210,487 at the balance sheet date) in advance payments for aircraft acquisition, by period, as shown below:

 

09/30/2016

12/31/2015

2016

-

6,672

2017

292,790

343,657

2018

827,190

579,313

2019

782,019

789,479

2020

832,161

1,000,993

2021 onwards

4,441,522

4,660,379

7,175,682

7,380,493

 

The portion financed by long-term loans with U.S. Ex-Im Bank guarantees for aircraft corresponds to approximately 85% of the aircraft total cost. Other agents finance the acquisitions with equal or higher percentages, reaching up to 100%. 

 

The Company makes payments for aircraft acquisitions using its own funds, loans, cash provided by operating activities, short-and medium-term credit facilities and supplier financing.

 

The Company leases its entire fleet of aircraft through the combination of operating and finance lease agreements. As of September 30, 2016, the total fleet consisted of 135 aircraft, 101 of which were operating leases and 34 finance leases, 31 of which with purchase options. During the nine-month period ended September 30, 2016, the Company made the following changes to its operational fleet: i) receipt of 2 operating lease aircraft; ii) return of 7 aircraft, 5 of which classified as operating lease and 2 with finance lease agreements; and iii) sale of 4 aircraft with finance lease agreements.

 

27.1.              Operating leases

 

Future payments of non-cancelable operational lease contracts denominated in US dollars are as follows:

 

 

09/30/2016

12/31/2015

2016

241,227

1,270,284

2017

990,783

1,127,820

2018

915,219

1,001,212

2019

853,024

904,590

2020

823,275

854,661

2021 onwards

2,630,149

2,590,465

Total minimum lease repayments

6,453,677

7,749,032

 

 

 
 

59


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

27.2.              Sale-leaseback transactions

 

The Company recorded a net gain of R$235,563 arising from 7 aircraft sale-leaseback transactions (net gain of R$21,396 from four aircraft received in the period ended September 30, 2015). Since gains or losses on sale-leaseback transactions will not be offset against future lease payments and were negotiated at fair value of aircraft, these gains were recognized directly in the profit or loss for the period.

 

28. Financial instruments and risk management

 

Operational activities expose the Company and its subsidiaries to market risk (fuel prices, currency exchange rate and interest rate), credit risk and liquidity risk. These risks may be mitigated through the use of oil market, US dollar and interest-rate swap derivatives, futures and options.

 

Financial instruments are managed by the Risk Committee in line with the Risk Management Policy approved by the Risk Policy Committee and submitted to the Board of Directors. The Risk Policy Committee sets guidelines and limits and monitors controls, including mathematical models used to continuously monitor exposures and potential financial impacts, and also prevents the use of financial instruments for speculative trading.

 

The Company does not hedge its total risk exposure, and is, therefore, subject to market fluctuations for a significant portion of its exposed assets and liabilities. Decisions on the portion to be hedged depend on the financial risks and costs of hedging and are determined and reviewed at least quarterly in line with Risk Policy Committee strategies. Gains or losses arising from these transactions and the application of risk management controls are part of the Committee's monitoring remit and have been satisfactory to the proposed objectives.

 

The accounting classifications of the Company's consolidated financial instruments on September 30, 2016 and December 31, 2015 are shown below:

 

 

 

Measured at fair value through profit or loss

Measured at amortized cost (c)

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Assets

 

 

 

 

Cash and cash equivalents

17,868

737,343

465,811

334,989

Short-term investments (a)

52,011

227,628

322,477

264,092

Restricted cash

33,508

735,404

256,396

59,324

Rights arising from derivative transactions

4,252

1,766

-

-

Trade Receivables

-

-

680,649

462,620

Deposits (b)

-

-

760,104

690,826

Other credits

-

-

179,233

59,069

 

 

 

 

Liabilities

 

 

 

 

Debt

-

-

6,345,795

9,304,926

Suppliers

-

-

812,476

900,682

Obligations arising from derivative transactions

158,404

141,443

-

-

 

(a)     The Company manages part of its financial investments as 'held for trading' in order to meet its near-term cash needs.

(b)    Excluding judicial deposits, as described in Note 10.

(c)     Items classified as amortized cost refer to credits, obligations or debt issues involving private institutions in which, in any cases of early settlement, there are no substantial alterations in relation to the amounts recognized except amounts related to Perpetual Bonds and Senior Notes as disclosed in Note 17. Fair values are approximately the same as book values due to the short term-maturities of these assets and liabilities.

 

As of September 30, 2016 and December 31, 2015, the Company did not have financial assets classified as available for sale.

 

 

 

 
 

60


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

The Company's derivative financial instruments were recorded in the following line items:

 

 

Fuel

Foreign currency

Interest

rate

Total

Assets (Liabilities) as of December 31, 2015 (*)

-

1,766

(141,443)

(139,677)

Fair value variations:

 

 

 

 

Gains recognized in profit or loss (A)

(1,435)

44,615

304,302

347,482

Losses recognized in other comprehensive income (loss)

-

-

(56,773)

(56,773)

Settlements during the period

3,850

(44,544)

(264,490)

(305,184)

Liabilities as of September 30, 2016 (*)

2,415

1,837

(158,404)

(154,152)

 

 

 

 

 

Changes in other

comprehensive income

Fuel

Foreign currency

Interest rate

Total

Balances as of December 31, 2015

-

-

(178,939)

(178,939)

Fair value adjustments during the period

-

-

(56,773)

(56,773)

Net reversals to profit or loss (B)

-

-

161,668

161,668

Tax effects

-

-

(35,664)

(35,664)

Balances as of September 30, 2016

-

-

(109,708)

(109,708)

 

 

 

 

Effects on profit/loss (A-B)

(1,435)

44,615

142,634

185,814

 

 

 

 

Recognized in operating income

-

-

(9,516)

(9,516)

Recognized in financial income

(1,435)

44,615

152,150

195,330

 

(*)   Classified as "Rights arising from derivative transactions" if the balance is an asset or "Obligations arising from derivative transactions" if the balance is a liability.

 

The Company may adopt hedge accounting for derivatives contracted to hedge cash flow and that qualify for this classification as per CPC38 - Financial Instruments - Recognition and Measurement. As of September 30, 2016, the Company used cash flow hedge only for the interest rate. For foreign exchange and fuel derivative agreements, the Company does not use a cash flow hedge structure.

 

The Company holds hedge margin deposits in guarantee for derivative transactions as per Note 6.

 

28. a) Market risks

 

          i.       Fuel risk

 

Aircraft fuel prices vary due to the volatility of the price of crude oil and its by-products. In order to mitigate any losses from changes in the fuel market, the Company contracts derivative financial instruments referenced mainly to crude oil and, eventually, to their by-products (Heating Oil). The local supplier is also procured for future fuel deliveries at predetermined prices. During the nine-month period ended September 30, 2016, the Company had no outstanding fuel derivatives.

 

         ii.       Foreign currency risk

 

Currency risk arises from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. The Company contracts derivative financial instruments in US dollars. In the nine-month period ended September 30, 2016, the Company recognized a loss on foreign exchange hedges in the amount of R$44,615 (a gain of R$104,391 in the nine-month period ended September 30, 2015).

 

 

 

 
 

61


 

 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 
 

Exposure to exchange rates is summarized below:

 

 

Parent Company

Consolidated

 

09/30/2016

12/31/2015

09/30/2016

12/31/2015

Assets

 

 

 

 

Cash, short-term investments and restricted cash

68,615

565,184

349,617

971,986

Trade receivables

-

-

108,089

61,407

Deposits

-

-

760,155

690,827

Rights arising from derivative transactions

-

-

4,252

1,766

Other

30

36

17,132

4,202

Total assets

68,645

565,220

1,239,194

1,730,188

 

 

 

 

Liabilities

 

 

 

 

Foreign suppliers

1,447

34

87,394

113,280

Loans and financing

3,196,154

4,366,380

3,545,045

5,033,900

Finance lease payable

-

-

1,776,106

2,994,094

Other leases payable

-

-

982

179,030

Provision for aircraft and engines return

-

-

595,684

725,176

Payables to related companies

-

27,237

-

-

Total liabilities

3,197,601

4,393,651

6,005,211

9,045,480

Currency exposure in Brazilian Reais

3,128,956

3,828,431

4,766,017

7,315,292

 

 

 

 

Commitments not recorded in the statements of financial position

 

 

 

 

Future commitments resulting from operating leases

-

-

6,453,677

7,749,032

Future commitments resulting from firm aircraft orders

47,842,310

58,886,473

47,842,310

58,886,473

Total

47,842,310

58,886,473

54,295,987

66,635,505

 

 

 

 

 

Total foreign currency exposure R$

50,971,266

62,714,904

59,062,004

73,950,797

Total foreign currency exposure US$

15,701,826

16,060,977

18,194,198

18,938,434

Exchange rate (R$/ US$)

3.2462

3.9048

3.2462

3.9048

 

 

        iii.       Interest rate

 

The Company is exposed to future finance lease transactions including installments to be paid that are exposed to LIBOR variations through the date of aircraft delivery. In order to mitigate these risks, the Company holds swap derivatives based on LIBOR. In the nine-month period ended September 30, 2016, the Company recognized a total gain with interest hedge transactions in the amount of R$142,634 (a loss of R$25,943 in the nine-month period ended September 30, 2015).

 

As of September 30, 2016, the Company and its subsidiaries hold LIBOR derivatives recorded as hedge accounting.

 

28. b) Credit risk

 

The credit risk is inherent in the Company’s operating and financing activities, mainly represented by trade receivables, cash and cash equivalents, and short-term investments. Trade receivables credit risk consists of amounts falling due from credit card operators, travel agencies, installments sales and government entities, which leaves the Company exposed to a small portion of the credit risk of individuals and other entities. Credit limits are set for all customers based on internal credit rating criteria. Customer creditworthiness is assessed based on an internal system of extensive credit rating. Outstanding trade receivables are frequently monitored by the Company.  

 

Derivative financial instruments are contracted in the over-the-counter market (OTC) with counterparties rated investment grade or higher, or in a commodities and futures exchange (BM&FBOVESPA or NYMEX), thus substantially mitigating credit risk. Financial assets are realized with counterparties rated investment grade or higher by S&P or Moody's. The Company's obligation is to evaluate counterparty risk involved in financial instruments and periodically diversify its exposure.

 
 
 

 

62


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

28. c) Liquidity risk

 

The Company is exposed to two different types of liquidity risk: (i) market liquidity, which varies depending on the types of assets and markets in which assets are traded, and (ii) cash flow liquidity related to difficulties in meeting our contracted operating obligations at the maturity dates. There are uncertainties that affect the Company's solvency and measures to mitigate these uncertainties are shown in Note 1.1. In order to manage liquidity risk, the Company invests its funds in liquid assets (government bonds, CDBs and investment funds with daily liquidity) and its Cash Management Policy requires the weighted average maturity of its debt to be longer than the weighted average term of its investment portfolio.

 

The schedule of maturity of the Company's consolidated financial liabilities on September 30, 2016 is as follows:

 

 

Less than 6 months

6 - 12 months

1 - 5

years

More than

5 years

Total

Short and long-term debt

350,383

392,179

3,628,093

1,975,140

6,345,795

Suppliers

810,248

127

2

2,099

812,476

Obligations arising from derivative transactions

158,404

-

-

-

158,404

As of September 30, 2016

1,319,035

392,306

3,628,095

1,977,239

7,316,675

 

                  i.        Capital management

 

The Company uses alternative sources of capital to meet its operational requirements and to ensure that its capital structure takes into account suitable parameters for the financial costs, the maturities of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net debt, including short and long-term debt, divided by total equity (deficit).

 

The following table shows the financial leverage ratio as of September 30, 2016 and December 31, 2015:

 

 

Consolidated

 

09/30/2016

12/31/2015

Total loans and financing

6,345,795

9,304,926

(-) Cash and cash equivalents

(483,679)

(1,072,332)

(-) Short-term investments

(374,488)

(491,720)

(-) Restricted cash

(289,904)

(735,404)

A - Net debt

5,197,724

7,005,470

 

The Company remains committed to maintaining high liquidity and an amortization profile without pressure on the short-term refinancing.

 

28. d) Sensitivity analysis of financial instruments

 

The sensitivity analysis of financial instruments has been prepared in accordance with CVM Instruction 475/08 in order to estimate the impact on fair value of financial instruments traded by the Company in three scenarios for each risk variable: the most likely scenario in the Company's assessment (which is levels of demand remaining unchanged); a 25% deterioration (possible adverse scenario) in the risk variable; a 50% deterioration (remote adverse scenario).

 

The estimates shown do not necessarily reflect amounts to be stated in the next quarterly reports. The use of different methodologies may have a material effect on estimates.

 

The tables below show sensitivity analyses for exposure to foreign currency exchange rates, outstanding derivatives positions and interest rate variations as of September 30, 2016 for market risks that management believes are material. The positive amounts shown are net asset exposures (assets greater than liabilities) while negative values shown are net liability exposures (liabilities greater than assets).

 

 


 
 

63


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

Parent Company

 

Currency risk

 

As of September 30, 2016, the Company has a net foreign exchange exposure of R$3,128,956. On the same date, the Company adopted the R$3.2462/US$ exchange rate corresponding to the month's closing rate announced by the Central Bank of Brazil, as probable scenario, and other scenarios shown as follows:

 

Risk

Exposure

amount (*)

-50%

-25%

+25%

+50%

R$1.6231/USD

R$2.4347/USD

R$4.0578/USD

R$4.8693/USD

Liabilities, net

US dollar appreciation

(3,128,956)

(1,564,478)

(2,346,717)

(3,911,195)

(4,693,434)

 

(*) The Company believes that its liabilities exposed to the US dollar on September 30, 2016 correspond to the probable scenario.

Consolidated

 

i)       Fuel risk

 

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, 2016 the Company and its subsidiaries hold options and Brent contacts. 

 

The gains and losses from the derivative contracts are summarized below:

 

Amount in

09/30/2016

09/30/2015

Fair value in the end of the period (R$)

2,415

(9,659)

 

Period ended on

09/30/2016

09/30/2015

Hedge recognized in financial result (R$)

1,435

(20,325)

 

 

4Q16

1Q17

2Q17

3Q17

Total 12M

Percentage of fuel exposure hedged

27%

0%

0%

0%

4%

Amount in barrels (thousand barrels)

197

-

-

-

197

Future rate agreed per barrel (US$) (*)

49,25

-

-

-

49,25

Total in Brazilian Reais (**)

31,495

-

-

-

31,495

 

(*) Weighted average between call strikes..

(**) The exchange rate: R$3.2462/US$1.00.

 

 

ii)      Currency risk

 

As of September 30, 2016, the Company holds US dollar derivative contracts in the notional amount of US$68,250 maturing through December 2016, and a net foreign exchange exposure of R$4,766,018. On the same date, the Company adopted the R$3.2462/US$ exchange rate corresponding to the month's closing rate announced by the Central Bank of Brazil, as probable scenario, and other scenarios shown as follows:

 

Instrument

Exposure amount (*)

-50%

-25%

+25%

+50%

R$1.6231/USD

R$2.4347/USD

R$4.0578/USD

R$4.8693/USD

Liabilities, net

(4,766,018)

2,936,367

1,957,578

(1,174,547)

(978,789)

Derivatives

(158,404)

97,593

65,062

(39,037)

(32,531)

 

(4,924,422)

3,033,960

2,022,640

(1,213,584)

(1,011,320)

 

(*) The Company believes that its liabilities exposed to the US dollar on September 30, 2016 correspond to the probable scenario.

 

 
 

 
 

64


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

iii)     Interest-rate risk

 

As of September 30, 2016, the Company holds financial investments and debt with different types of rates and position in LIBOR derivatives. Its sensitivity analysis of non-derivative financial instruments examined the impact on annual interest rates only for positions with material amounts on September 30, 2016 (see Note 17) that were exposed to fluctuations in interest rates, as the scenarios below show:

 

Instrument

Risk

Exposure amount

Possible adverse scenario

25%

Remote adverse scenario

50%

Financial debt net of short-term investments (*)

Increase in the CDI rate

(360,772)

(130,413)

(156,496)

Derivatives

Decrease in the LIBOR rate

(158,404)

(11,648)

(32,247)

 

(*) Total invested and raised in the financial market at the CDI rate. A negative amount means more funding than investment.

 

Fair value measurement 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:

 

·       Level 1: Fair value measurements obtained from prices quoted (not adjusted) in identical active or passive markets;

·       Level 2: Fair value measurements obtained through variables other than the price quotes included in Level 1 that are observable for the asset or liability, either directly (such as prices) or indirectly (derived from prices); and

·       Level 3: Fair value measurements obtained by using valuation methods that include the asset or liability but are not based on observable market data (unobservable data).

 

The following table shows a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their respective classifications of valuation methods as of September 30, 2016 and December 31, 2015:

 

 

09/30/2016

12/31/2015

 

Book

value

Other significant observable factors (Level 2)

Book

value

Other significant observable factors (Level 2)

Cash and cash equivalents

17,868

17,868

737,343

737,343

Short-term investments

52,011

52,011

227,628

227,628

Restricted cash

33,508

33,508

735,404

735,404

Rights arising from derivative transactions

4,252

4,252

1,766

1,766

Obligations arising from derivative transactions

(158,404)

(158,404)

(141,443)

(141,443)

 

 

 

29. Non-cash transactions

 

Consolidated

 

In the nine-month period ended September 30, 2016, the Company increased its property and equipment by R$78,602 (R$36,433 in the nine-month period ended September 30, 2015) related to additional provisions for return of aircraft.

 

In the nine-month period ended September 30, 2016, the subsidiary Smiles acquired the right of use and additional licenses of software used in the operation, totaling R$30,728 in counterpart on “suppliers” line.

 

Additionally, the Company renegotiated finance lease agreements in the amount of R$549,144, with a counter entry in assets as property and equipment under finance lease.

 
 
 

 

65


 

Notes to the interim financial statements

Period ended September 30, 2016

(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share)

 

 

30. Insurance

 

As of September 30, 2016, insurance coverage, by nature, for the aircraft fleet and in relation to maximum indemnifiable amounts denominated in US dollars is as follows:

 

Aviation

In Brazilian Reais

In US dollars

Guarantee - hull/war

14,412,128

4,439,692

Civil liability per event/aircraft (*)

2,434,650

750,000

Inventories (local) (*)

454,468

140,000

 

(*)   Amounts per event and annual aggregate.

 

Under Law 10744 of October 9, 2003, the Brazilian government will cover any civil-liability expenses to third parties caused by acts of war or terrorism in Brazil or elsewhere up to a total of the equivalent of US$1,000,000,000 in Brazilian Reais as of September 10, 2001, through which GOL may be subject to claims.

 

31. Subsequent event

 

As of November 04, 2016 the Company, through its subsidiary GOL, approved the issuance of a new series of Guarantee Notes for engine maintenance financing, with financial guarantee from Ex-Im Bank, in the amount R$33,929 (US$10,456 on the date of approval). The series has maturity of 2 years from the date of issue.

 
 
 

 

66

 
 

SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: November 4, 2016
 
GOL LINHAS AÉREAS INTELIGENTES S.A.
By:

/S/ Richard Freeman Lark Junior


 
Name: Richard Freeman Lark Junior
Title:   Investor Relations Officer
 

 

FORWARD-LOOKING STATEMENTS

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.