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Form 6-K Gol Intelligent Airlines For: Sep 30

November 12, 2014 6:23 AM EST
goldf3q14_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, 2014
(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 Interim Financial Information

 

GOL Linhas Aéreas Inteligentes S.A.

 

For the quarter ended September 30, 2014

with Report on Review of Interim Financial Information

 

 


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual and Consolidated Interim Financial Information

 

September 30, 2014

 

 

 

Contents

 

 

Perfomance report  1
Audit committee statement  8
Directors' statement on the interim financial information  9
Directors' statement on the auditor’s report on review of interim financial information 10
Independent auditor’s report on review of interim financial information  11
 
Capital  13
 
Individual interim financial information for the period ended September 30, 2014   
 
Balance sheets  14
Statements of operations  16
Statements of comprehensive income  17
Statements of cash flows  18
Statements of changes in equity  19
Statements of value added  21
 
Consolidated Interim Financial Information for the period ended September 30, 2014   
 
Balance sheets  22
Statements of operations  24
Statements of comprehensive income  25
Statements of cash flows  26
Statements of changes in equity  28
Statements of value added  30
 
Notes to the interim financial information  31

 

 


 

Performance report

 

In the 3Q14, we recorded operating income (EBIT) of R$ 152 million, an expansion of R$ 115 million when compared to the same period last year, while the EBIT margin moved up 4.5 percentage points registering 6.2%. This was the seventh consecutive quarterly improvement in this indicator, reflecting the continuity and consistent delivery on our results.

 

Net revenue in the last 12 months totaled R$ 10 billion, a new record, even in a scenario of soft economic growth. GOL’s demand for seats (RPK) grew by 8.3% year over year in the first nine months, representing 53% of the industry’s growth, which reflects the greater attractiveness of our products and services. Domestic supply, however, fell by 2.9%, demonstrating the rationalization strategy that the Company took in place since April 2012. From January to September, 2014, we were the market leader in terms of passengers boarded in the domestic market, reaching the record mark of 27.5 million.

 

In order to offer greater connectivity, we launched during this quarter two new regional destinations on the domestic market, Carajás and Altamira (Pará), as well as new international flights to Santiago (Chile) from Guarulhos (São Paulo), Miami from Campinas, and to Punta Cana from Guarulhos (São Paulo), Confins (Minas Gerais) and Brasília. In this way, we are the Brazilian airline with the greater supply to the Caribbean, with 78 weekly flights.

 

The strategy of increasing our international presence has been further reinforced by the expansion of our alliances. This has also strengthened revenue in other currencies, which accounted for 11% of our total revenue in the last 12 months. We implemented a two-way codeshare partnership with Aerolineas Argentinas, allowing us to sell its tickets on our website. We will shortly begin offering the same facility for AirFrance-KLM flights.

 

In order to ensure an even better flying experience, we extended our GOL+ Conforto seating to our entire domestic route network, with an even greater reclining angle and even more distance between seats. Currently, 94% of our fleet is configured as GOL+ and, by the end of the year, 100% of our fleet will have this configuration. In the third quarter, we also launched an exclusive service in Brazil, our express bag drop service at Congonhas airport. With this new service, the customers can complete one more check-in stage at the self-service totems, labeling and weighing their own baggage, as well as paying for any excess. This is one more simple and intelligent innovation providing our passengers with even greater control and visibility throughout the entire process, since the ticket purchase to the flight.

 

These new facilities have strengthened our capacity to ensure an even better flying experience for leisure passengers, and to be more attractive to the corporate client. Even in the midst of a challenging economic scenario in Brazil, resulting in reduced demand from corporate customers, GOL was the airline company leader in tickets issued for the corporate segment, according to Abracorp (Brazilian Travel Agents’ Association).

 

Continuing with our measures to strength our balance sheet, we concluded two senior notes tender offers totaling US$ 411 million. Also, we concluded a senior notes issuance this quarter, totaling US$ 325 million at 8.875% p.a. due on 2022. These actions aim to optimize the debt profile, avoiding major amortization pressure in the next three years and reduce the financial cost. We closed the quarter with R$ 2.7 billion in cash position, equivalent to 27% of revenue in the last 12 months, which is essential to pass through periods of high market volatility. The financial leverage ratio (adjusted gross debt/EBITDAR) stood at 6.3x, 4.6 points down on 3Q13.

 

 

1


 
 

 

I would like to thank our customers for their loyalty, our Team of Eagles for their commitment and investors for their confidence posted on the Company. We celebrated on September 8, 2014 in the New York Stock Exchange (NYSE) the 10-year listing of GOL, in which we reiterated our commitment to the transparency and communication with our shareholders, which reinforces our vision of being the best company to fly with, work for and invest in.

 

Paulo Sérgio Kakinoff 

CEO of GOL Linhas Aéreas Inteligentes S.A.

 

 

 

 

 

 

 

2

 


 
 

 

Highlights of the Subsidiary Smiles’ Results in 3Q14

*                       19.9% year-over-year upturn in the number of accrued ex-GOL miles;

*                       Miles redeemed increase by 13.7% over 3Q13;

*                       Operating margin of 30.8%, 6.0 percentage points higher than in 3Q13;

*                       Operating cash  flow of R$ 180 million, 34.6% up on 2Q14;

*                       Launch of Brazil’s innovative ‘365 Reasons’ campaign;

*                       Net profit of R$ 60 million, 5.4% down on 3Q13, reflecting the financial result related to the capital structure following the capital reduction.

Smiles S.A. closed 3Q14 with an operating profit of R$ 69.1 million, 78.2% up on 3Q13, with an operating margin of 30.8%, up by 6.0 percentage points, thanks to the 19.9% increase in growth in the number of accrued ex-GOL miles and healthy direct redemption margins. The financial result reflects the capital structure following the capital reduction, which led to significant increase in the return on capital indicators.  

 

 

 

 

 

3


 
 

 

Operating and Financial Indicators

 

Aviation Market

3Q14

3Q13

% Var.

9M14

9M13

% Var.

Aviation Market - Industry

 

 

 

 

 

 

RPK Industry - Total

31,035

29,692

4.5%

90,069

85,649

5.2%

RPK Industry - Domestic

23,406

22,677

3.2%

68,448

64,943

5.4%

RPK Industry - International

7,628

7,016

8.7%

21,621

20,707

4.4%

ASK Industry - Total

38,219

38,326

-0.3%

112,392

113,480

-1.0%

ASK Industry - Domestic

29,316

29,529

-0.7%

86,201

86,324

-0.1%

ASK Industry - International

8,903

8,797

1.2%

26,191

27,155

-3.6%

Industry Load Factor - Total

81.2%

77.5%

3.7 p.p

80.1%

75.5%

4.7 p.p

Industry Load Factor - Domestic

79.8%

76.8%

3.0 p.p

79.4%

75.2%

4.2 p.p

Industry Load Factor - International

85.7%

79.8%

5.9 p.p

82.6%

76.3%

6.3 p.p

Aviation Market – GOL

 

 

 

 

 

 

RPK GOL – Total

9,459

8,659

9.2%

27,732

25,199

10.1%

RPK GOL - Domestic

8,289

7,761

6.8%

24,550

22,676

8.3%

RPK GOL - International

1,170

898

30.3%

3,183

2,524

26.1%

ASK GOL – Total

12,201

12,447

-2.0%

36,349

36,955

-1.6%

ASK GOL – Domestic

10,587

11,049

-4.2%

31,876

32,817

-2.9%

ASK GOL - International

1,614

1,397

15.5%

4,473

4,138

8.1%

GOL Load Factor - Total

77.5%

69.6%

7.9 p.p

76.3%

68.2%

8.1 p.p

GOL Load Factor - Domestic

78.3%

70.2%

8.1 p.p

77.0%

69.1%

7.9 p.p

GOL Load Factor - International

72.5%

64.2%

8.3 p.p

71.2%

61.0%

10.2 p.p

Operational Data

3Q14

3Q13

% Var.

9M14

9M13

% Var.

Revenue Passengers - Pax on board ('000)

9,978

9,028

10.5%

29,039

26,298

10.4%

Aircraft Utilization (Block Hours/Day)

11.4

11.8

-3.5%

11.3

11.7

-3.4%

Departures

79,853

79,510

0.4%

234,252

236,137

-0.8%

Average Stage Length (km)

903

894

1.0%

905

897

0.9%

Fuel consumption (mm liters)

380

376

1.1%

1,130

1,121

0.8%

Full-time equivalent employees at period end

16,354

16,209

0.9%

16,354

16,209

0.9%

Average Operating Fleet

125

120

4.2%

125

121

3.6%

Financial Data

3Q14

3Q13

% Var.

9M14

9M13

% Var.

Net YIELD (R$ cents)

23.15

23.58

-1.9%

23.82

22.50

5.8%

Net PRASK (R$ cents)

17.94

16.41

9.4%

18.17

15.34

18.4%

Net RASK (R$ cents)

20.18

17.92

12.6%

20.18

16.85

19.8%

CASK (R$ cents)

18.92

17.62

7.4%

19.26

16.57

16.2%

CASK ex-fuel (R$ cents)

11.29

10.28

9.8%

11.41

9.43

21.0%

Spread RASK – CASK (R$ cents)

1.25

0.30

320.7%

0.93

0.28

231.7%

Average Exchange Rate1

2.2745

2.2880

-0.6%

2.2857

2.1177

7.9%

End of period Exchange Rate1

2.4510

2.2300

9.9%

2.4510

2.2300

9.9%

WTI (avg. per barrel, US$)2

97.2

105.8

-8.1%

99.6

98.2

1.4%

Price per liter Fuel (R$)

2.45

2.43

0.8%

2.52

2.35

7.2%

Gulf Coast Jet Fuel Cost (average per liter, US$)³

0.74

0.78

-4.8%

0.76

0.77

-1.3%

1. Source: Brazilian Central Bank; 2. Source: Bloomberg; 3. Fuel expenses /liters consumed.       

 

4


 
 

 

Aviation Market – Industry

 

The domestic airline industry maintained its dynamic of rationality in terms of seat supply (ASK), with a 0.1% year-over-year decline in the first nine months, while the demand increased by 5.4%. The load factor moved up by 4.2 percentage points reaching 79.4%. In the quarter, industry supply fell by 0.7% while demand was up by 3.2%. As a result, the load factor came to 79.8%, 3.0 percentage points higher than in 3Q13.

 

The number of passengers boarded in the domestic market increased by 6.8% in the first nine months of 2014 to 70.3 million. In the international market more than 4.7 million passengers were transported, 4.4% more than in the same period last year.

 

Domestic Market - GOL

               

              Domestic supply declined by 2.9% in the 9M14 and 4.2% in the quarter, in line with the Company’s projections for 2014 of a reduction between -3% and -1%.

 

              Domestic demand increased by 8.3% in 9M14, representing 53% of the growth in the industry demand. In 3Q14, domestic demand grew by 6.8%.

 

              The domestic load factor stood at 77.0% and 78.3% in 9M14 and 3Q14, respectively, fueling PRASK growth in the period.

                                                                                       

              GOL registered a record of 26 million passengers transported in the domestic market in the first nine months, 2.6 million more than in 9M13, which account for 57% of the increase reported by the industry as a whole in the same period. These results arose from the Company’s efforts to constantly improve its products and services, making them even more attractive to the customers. 

 

For the first time, GOL was the airline company leader in the sale of air tickets to the corporate segment in the nine months accumulated, according to Abracorp (Brazilian Travel Agents’ Association).

 

International Market - GOL

             

International supply increased by 8% in 9M14, in line with the annual growth guidance of up to 8% for 2014. The company announced news flights in the quarter to Santiago (Chile) from Guarulhos (São Paulo), Miami from Campinas, and to Punta Cana from Guarulhos (São Paulo), Confins (Minas Gerais) and Brasília.

 

International demand grew by 26.1% in 9M14, generating an increase of 10.2 percentage points in the period load factor.

 

GOL carried 1.4 million boarded passengers in the international market in the first nine months, 251 thousand more than in 9M13, versus an increase of 197 thousand for the industry as a whole. The Company maintained its focus on gradually increasing its presence in other countries, expanding the share of foreign-currency revenue.

 

 

 

 

5

 


 
 

 

 

PRASK and Yield

 

Due to the 8 percentage point upturn in the load factor, PRASK moved up by 9% over 3Q13. Yield recorded a 2% decline in the quarter, accompanying Brazil’s challenging economic activity scenario, which reduced demand from business travelers.

 

         

 

Fleet Plan

 

Fleet Plan

2014

2015

2016

>2016

Total

Fleet (End of Period)

137

140

140

 

 

Aircraft Commitments (R$ million)*

-

1,222

1,278

33,895

36,395

Pre-Delivery Payments (R$ million)

48

268

142

4,474

4,932

Total (R$ million)

48

1,489

1,420

38,369

41,327

*Considers aircraft list price

 

 

Fleet (End of Period)

3Q14

3Q13

Var.

2Q14

Var.

Boeing 737-NG Family

142

140

2

146

-4

737-800 NG**

107

104

3

110

-3

737-700 NG

35

36

-1

36

-1

737-300 Classic*

3

8

-5

3

-

767-300/200*

1

1

-

1

-

Total

   

 

 

 

Financial Leasing (737-NG and 767)

46

46

-

46

-

Operational Leasing

97

95

2

101

-4

             *Non-operational aircraft

              **Includes 5 aircraft being returned and 8 sub-leased aircraft

 

 

6

 


 
 

 

At the end of 3Q14, out of a total of 142 Boeing 737-NG aircraft, GOL was operating 133 aircraft on its routes. Of the remaining 9 aircraft, 5 were sub-leased to the European airlines and the remaining 4 were in the process of being returned to their lessors.

 

GOL has 97 aircraft under operating leases and 46 under financial leases, 40 of which with a purchase option when their leasing contracts expire. In 3Q14, GOL returned 4 B737 NGs.

 

The average age of the fleet was 7.6 years at the end of 3Q14. In order to maintain this indicator at low levels, the Company has 130 firm aircraft acquisition orders with Boeing for fleet renew until 2026.

 

 

Capex

GOL invested R$ 176 million in 3Q14 and R$ 483 million in 9M14. For more details on changes in property, plant and equipment, see Note 16 to the financial statements.

 

 

 

 

Financial Guidance 2014

 

2014 Financial Projections

From

To

Actual 9M14

Brazilian GDP Growth

1.5%

2.0%

-

Annual Change in RASK

Equal to or above 10%

20%

Annual Change in Domestic Supply (ASK)

-3%

-1%

-2.9%

Annual Change in International Supply (ASK)

Up to +8%

8.1%

Annual Change in CASK ex-fuel

Equal to or less than 10%

21.0%

Average Exchange Rate (R$ /US$ )

2.50

2.40

2.29

Jet Fuel Price (QAV)*

2.85

2.70

2.52

Operating Margin (EBIT)

3%

6%

4.6%

       

Due to the impact of the adverse macroeconomic scenario, GOL may revise its guidance to incorporate any developments in its operating and financial performance, as well as any changes in interest, FX, GDP and WTI and Brent oil price trends. GOL is maintaining its previously published financial guidance for 2014.

 

7


 

 

Audit committee statement

 

The Audit Committee of GOL LINHAS AÉREAS INTELIGENTES S.A., in accordance with its bylaws and legal provisions, examined the Interim Financial Information for the period ended September 30, 2014. Based on the procedures performed, considering also the report of the independent auditors - Ernst & Young Auditores Independentes S.S., dated November 11, 2014, and the information and explanations received during the period, opines that these documents are able to be appreciated by the Board Shareholder’s Meeting.

 

 

São Paulo, November 11, 2014.

 

 

 

Richard F. Lark

Member of the Audit Committee

 

 

 

Antônio Kandir

Member of the Audit Committee  

 

 

 

Luiz Kaufmann

Member of the Audit Committee  

 

 

8


 

 

Directors' statement on the interim financial information

 

 

FOR THE PURPOSES OF ARTICLE 25, §1, Subsection VI, of CVM Rule 480/09.

 

In accordance with CVM Rule 480/09, the Directors declare that discussed, reviewed and agreed with the Interim Financial Information for the period ended September 30, 2014.

 

 

São Paulo, November 11, 2014.

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

Edmar Prado Lopes Neto

Vice President and Investor Relations Officer

 

9


 
 

 

Directors' statement on the auditor’s review of interim financial information

 

 

FOR THE PURPOSES OF ARTICLE 25, §1, Subsection VI, of INSTRUÇÃO CVM 480/09.

 

In accordance with Instrução CVM 480/09, the Directors declare that discussed, reviewed and agreed with the Report on Review of Interim Financial Information for the three-month period ended September 30, 2014.

 

 

 

 

São Paulo, November 11, 2014.

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

Edmar Prado Lopes Neto

Vice President and Investor Relations Officer

 

 

10


 

 

Condomínio São Luiz

Av. Presidente Juscelino Kubitschek, 1830

Torre I - 8º Andar - Itaim Bibi

04543-900 - São Paulo - SP - Brasil

 

Tel: (5511) 2573-3000

ey.com.br

 

 

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

 

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 Aereas Inteligentes S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended September 30, 2014, which comprises the balance sheet as at September 30, 2014 and the related income statement and statement of comprehensive income for the quarter and nine-month period then ended, and the statement of changes in equity and statement of cash flows for the nine-month period then ended, and a summary of significant accounting practices and other explanatory notes.

 

Company management is responsible for the preparation of interim individual financial information in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 21 (R1) - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of these information in compliance with the rules issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

 

Scope of review

 

We conducted our review according to the Brazilian and international review standards of interim financial information (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of inquiries, mainly of the people responsible for the financial and accounting matters, and the application of analytical and other review procedures. The scope of a review is significantly narrower than that of an audit conducted in accordance with audit standards and, accordingly, it did not permit us to obtain assurance that we took notice of all significant matters that could have been raised in an audit. Therefore, we did not express an audit opinion.

 

 

11


 

 

 

Conclusion on the interim individual financial information

 

Based on our review, we are not aware of any fact that makes us believe that the interim individual financial information included in the Quarterly Information referred above was not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.

 

Conclusion on the interim consolidated financial information

 

Based on our review, we are not aware of any fact that makes us believe that the interim consolidated financial information included in the Quarterly Information referred above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, and presented in compliance with the rules issued by the CVM.

 

Other matters

 

Statements of value added

 

We have also reviewed the individual and consolidated statement of value added (SVA) for the nine-month period ended September 30, 2014, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules of the CVM applicable to Quarterly Information (ITR), and as supplementary information under IFRS, whereby no statement of value added presentation is required. These statements have been subject to the same review procedures previously described and, based on our review, we are not aware of any fact that makes us believe that they were not prepared, in all material respects, according to the interim individual and consolidated financial information taken as a whole.

 

Audit and review of the amounts corresponding to prior year and period

 

The amounts correspondent to balance sheets for the year ended December 31, 2013 and the statements of income, of comprehensive income, of changes in shareholders’ equity, of cash flows and of value added for the three and nine-months period ended September 30, 2013 presented for comparison purposes, were previously audited and reviewed, respectively, by other independent accountants, who issued an unmodified opinion dated March 25, 2014 and review report of quarterly information dated November 11, 2013.

 

São Paulo, November 11, 2014.

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP015199/O-6

 

 

 

Luiz Carlos Passetti                                                   Vanessa R. Martins

Accountant CRC-1SP144343/O-3                           Accountant CRC-1SP244569/O

 

 

12


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Company Profile / Subscribed Capital

 

 

Number of shares

Current Year

09/30/2014

Paid-in capital

143,858,204

Preferred

139,257,602

Total

283,115,806

Treasury

2,083,875

Total

2,083,875

 

 

 

13


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statement of Financial Position - Assets

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year 09/30/2014

Prior Year 12/31/2013

1

Total assets

2,304,117

2,513,648

1.01

Current assets

575,326

363,767

1.01.01

Cash and cash equivalents

391,803

343,793

1.01.02

Short-term investments

174,094

2,524

1.01.06

Recoverable taxes

9,422

9,991

1.01.07

Prepaid expenses

-

438

1.01.08

Other current assets

7

7,021

1.01.08.01

Noncurrent assets for sale

7

7

1.01.08.01.01

Restricted cash

7

7

1.01.08.03

Others

-

7,014

1.02

Noncurrent assets

1,728,791

2,149,881

1.02.01

Long-term assets

170,347

174,900

1.02.01.06

Taxes

72,348

84,567

1.02.01.06.01

Deferred taxes

53,213

54,998

1.02.01.06.02

Recoverable taxes

19,135

29,569

1.02.01.08

Related-party transactions

50,606

49,961

1.02.01.08.04

Other related-party transactions

50,606

49,961

1.02.01.09

Other noncurrent assets

47,393

40,372

1.02.01.09.03

Deposits

25,793

20,170

1.02.01.09.04

Restricted cash

21,600

20,202

1.02.02

Investments

766,378

1,084,149

1.02.03

Property, plant and equipment

792,066

890,832

 

 

14


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statement of Financial Position - Liabilities

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year

09/30/2014

Prior Year

12/31/2013

2

Total liabilities and equity

2,304,117

2,513,648

2.01

Current liabilities

30,111

84,710

2.01.01

Salaries, wages and benefits

487

1,092

2.01.01.02

Salaries, wages and benefits

487

1,092

2.01.02

Suppliers

434

3,769

2.01.03

Taxes payable

1,430

1,246

2.01.04

Short-term debt

26,934

47,488

2.01.05

Other liabilities

826

31,115

2.01.05.02

Others

826

31,115

2.01.05.02.04

Other liabilities

826

800

2.01.05.02.05

Derivative transactions

-

30,315

2.02

Noncurrent liabilities

2,085,033

1,778,012

2.02.01

Long-term debt

1,936,847

1,651,494

2.02.02

Other liabilities

148,186

126,518

2.02.02.01

Liabilities with related-party transactions

135,713

113,741

2.02.02.02

Others

12,473

12,777

2.02.02.02.03

Taxes payable

12,473

12,777

2.03

Shareholder’s equity

188,973

650,926

2.03.01

Capital

2,581,258

2,469,623

2.03.01.01

Issued capital

2,618,056

2,501,574

2.03.01.02

Cost on issued shares

(36,886)

(31,951)

2.03.01.03

Shares to be issued

88

-

2.03.02

Capital reserves

162,907

156,688

2.03.02.01

Premium on issue of shares

32,387

32,387

2.03.02.02

Special reserve

70,979

70,979

2.03.02.05

Treasury shares

(31,262)

(32,116)

2.03.02.07

Share-based payments

90,803

85,438

2.03.05

Accumulated losses

(3,146,107)

(2,568,353)

2.03.06

Equity valuation adjustments

590,915

592,968

2.03.06.01

Equity valuation adjustments

(96,037)

(18,162)

2.03.06.02

Change in equity through public offer

686,952

611,130

 

 

15


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statements of Operations

 

(In thousands of Brazilian Reais)

 

 

 

 

Current Quarter

Current Year

Same Quarter Prior Year

Prior Year YTD

 

 

Line code

 

 

Line item

07/01/2014 to 09/30/2014

01/01/2014 to 09/30/2014

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

3.04

Operating expenses/revenues

(18,349)

(346,790)

(202,224)

(558,236)

3.04.02

General and administrative expenses

(2,650)

(10,153)

(6,976)

(16,966)

3.04.04

Other operating income

(1,154)

73,919

42,426

109,128

3.04.06

Equity in subsidiaries

(14,545)

(410,556)

(237,674)

(650,398)

3.05

Result before taxes and financial result

(18,349)

(346,790)

(202,224)

(558,236)

3.06

Financial result

(251,487)

(228,401)

(21,091)

(187,050)

3.06.01

Financial income

1,917

10,543

6,102

17,350

3.06.01.01

Financial income

1,917

10,543

6,102

17,350

3.06.02

Financial expenses

(253,404)

(238,944)

(27,193)

(204,400)

3.06.02.01

Financial expenses

(100,984)

(210,858)

(50,393)

(133,946)

3.06.02.02

Exchange variation, net

(152,420)

(28,086)

23,200

(70,454)

3.07

Result before taxes

(269,836)

(575,191)

(223,315)

(745,286)

3.08

Income taxes

(2,545)

(2,563)

(642)

(3,482)

3.08.01

Current

-

-

(1,423)

(3,408)

3.08.02

Deferred

(2,545)

(2,563)

781

(74)

3.09

Result from continuing operations, net

(272,381)

(577,754)

(223,957)

(748,768)

3.11

Net loss for the period

(272,381)

(577,754)

(223,957)

(748,768)

 

 

16


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Statements of Comprehensive Income

 

(In thousands of Brazilian Reais)

 

 

   

Current Quarter

Current

Year

Same Quarter Prior Year

Prior Year

YTD

 

 

Line code

 

 

Line item

07/01/2014 to 09/30/2014

01/01/2014 to 09/30/2014

07/01/2013

to

09/30/2013

01/01/2013 to 09/30/2013

4.01

Net loss for the period

(272,381)

(577,754)

(223,957)

(748,768)

4.02

Other comprehensive income/loss

(21,198)

(77,875)

(130)

29,166

4.02.01

Cash flow hedges

(32,118)

(117,992)

(197)

44,191

4.02.02

Tax effect

10,920

40,117

67

(15,025)

4.03

Comprehensive loss for the period

(293,579)

(655,629)

(224,087)

(719,602)

 

 

 

17


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statements of Cash Flows - Indirect Method

 

(In thousands of Brazilian Reais)

 

 

 

 

Current

Quarter

Same Quarter

Prior Year

 

Line code

 

Line item

07/01/2014 to 09/30/2014

07/01/2013 to 09/30/2013

6.01

Net cash used in operating activities

(292,446)

258,226

6.01.01

Cash flows from operating activities

448,331

784,385

6.01.01.02

Deferred taxes

2,563

74

6.01.01.03

Equity in subsidiaries

410,556

650,398

6.01.01.04

Share-based payments

5,150

4,295

6.01.01.05

Exchange and monetary variations, net

32,270

117,366

6.01.01.06

Interest on loans

110,226

99,457

6.01.01.08

Interest paid

(128,335)

(103,355)

6.01.01.09

Income tax paid

-

(3,408)

6.01.01.10

Unrealized results of hedge, net

15,901

19,558

6.01.02

Changes assets and liabilities

(163,023)

222,609

6.01.02.01

Deposits

(5,623)

1,136

6.01.02.02

Prepaid expenses and recoverable taxes

11,439

5,864

6.01.02.04

Tax obligations

(120)

(1,302)

6.01.02.07

Other obligations

(223)

2,010

6.01.02.08

Suppliers

(3,335)

1,732

6.01.02.11

Other assets

7,014

17,318

6.01.02.12

Financial applications used for trading

(171,570)

173,874

6.01.02.13

Salaries, wages and benefits

(605)

711

6.01.02.14

Dividends and interest on capital received through subsidiary

-

21,266

6.01.03

Others

(577,754)

(748,768)

6.01.03.01

Net loss for the period

(577,754)

(748,768)

6.02

Net cash used in investing activities

(43,824)

284,595

6.02.01

Advance for future capital increase

65,703

-

6.02.02

Restricted cash

(1,398)

(20,106)

6.02.03

Advances for property, plant and equipment acquisition

98,766

-

6.02.04

Property, plant and equipment acquisition

-

45,653

6.02.05

Advances for future capital increase

-

(223,818)

6.02.06

Related-party transactions

(645)

482,866

6.02.07

Capital increase on subsidiary

(830,799)

-

6.02.08

Dividends received by subsidiary

80,693

-

6.02.09

Capital decrease by subsidiary

543,856

-

6.03

Net cash generated by financing activities

384,280

(395,439)

6.03.01

Shares to be issued

88

-

6.03.02

Loan funding

835,032

-

6.03.03

Credit with related parties

467,212

(385,559)

6.03.04

Capital increase

116,482

1,885

6.03.05

Cost on issue of shares

(4,935)

-

6.03.06

Loan and lease payment

(1,009,736)

(15,000)

6.03.07

Disposal of treasury shares

-

3,235

6.03.08

Cost on loans

(19,863)

-

6.05

Net increase (decrease) in cash and cash equivalents

48,010

147,382

6.05.01

Cash and cash equivalents at beginning of the period

343,793

247,145

6.05.02

Cash and cash equivalents at end of the period

391,803

394,527

 

 

18


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statements of Changes in Equity - From 01/01/2014 to 09/30/2014

 

(In thousands of Brazilian Reais)

 

 

 

 

Line code

 

 

Line item

 

Capital

stock

Capital reserves, options granted and treasury shares

 

Accumulated

losses

Other comprehensive income

Total consolidated equity

5.01

Opening balance

2,469,623

767,818

(2,568,353)

(18,162)

650,926

5.03

Adjusted balance

2,469,623

767,818

(2,568,353)

(18,162)

650,926

5.04

Shareholders’ capital transactions

111,635

82,041

-

-

193,676

5.04.01

Capital increase

116,403

-

-

-

116,403

5.04.02

Cost on issue of shares

(4,935)

-

-

-

(4,935)

5.04.08

Share-based payments

-

6,219

-

-

6,219

5.04.09

Capital increase by exercise of

stock options

 

167

 

-

 

-

 

-

 

167

5.04.10

Gains on change on investment

-

1,852

-

-

1,852

5.04.11

Gains on investment sold - G.A. Smiles

-

73,970

-

-

73,970

5.05

Total comprehensive income/loss

-

-

(577,754)

(77,875)

(655,629)

5.05.01

Net loss for the period

-

-

(577,754)

-

(577,754)

5.05.02

Other comprehensive income/loss

-

-

-

(77,875)

(77,875)

5.05.02.07

Other comprehensive results, net

-

-

-

(77,875)

(77,875)

5.07

Closing balance

2,581,258

849,859

(3,146,107)

(96,037)

188,973

 

 

 

19


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statement of Changes in Equity - From 01/01/2013 to 09/30/2013

 

(In thousands of Brazilian Reais)

 

 

 

 

Line code

 

 

Line item

 

Capital

stock

Capital reserves, options granted and treasury shares

 

Accumulated losses

Other comprehensive income

Total consolidated equity

5.01

Opening balance

2,467,738

105,478

(1,771,806)

(68,582)

732,828

5.03

Adjusted balance

2,467,738

105,478

(1,771,806)

(68,582)

732,828

5.04

Shareholders’ capital transactions

1,885

619,260

-

-

621,145

5.04.08

Share-based payments

1,885

4,983

-

-

6,868

5.04.09

Treasury shares sold

-

3,235

-

-

3,235

5.04.10

Change on equity through IPO

-

611,042

-

-

611,042

5.05

Total comprehensive income/loss

-

-

(748,768)

29,166

(719,602)

5.05.01

Net loss for the period

-

-

(748,768)

-

(748,768)

5.05.02

Other comprehensive income

-

-

-

29,166

29,166

5.05.02.07

Other comprehensive results, net

-

-

-

29,166

29,166

5.07

Closing balance

2,469,623

724,738

(2,520,574)

(39,416)

634,371

 

 

 

20


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Financial Statements / Statements of Value Added

 

(In thousands of Brazilian Reais)

 

 

   

Current YTD

Prior Year YTD

 

Line code

 

Line item

01/01/2014 to 09/30/2014

01/01/2013 to 09/30/2013

7.01

Revenue

74,147

109,128

7.01.02

Other revenue

74,147

109,128

7.01.02.01

Other operating income

74,147

109,128

7.02

Acquired from third parties

(5,315)

(10,715)

7.02.02

Material, power, third-party services and other

(5,315)

(10,715)

7.03

Gross value added

68,832

98,413

7.05

Added value produced

68,832

98,413

7.06

Value added received in transfer

(400,013)

(633,048)

7.06.01

Equity in subsidiaries

(410,556)

(650,398)

7.06.02

Financial income

10,543

17,350

7.07

Total wealth for distribution

(331,181)

(534,635)

7.08

Wealth for distribution

(331,181)

(534,635)

7.08.01

Employees

5,358

5,822

7.08.02

Taxes

2,271

3,911

7.08.03

Third-party capital remuneration

238,944

204,400

7.08.04

Return on own capital

(577,754)

(748,768)

7.08.04.03

Loss for the period

(577,754)

(748,768)

 

 

 

21


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statement of Financial Position - Assets

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year 09/30/2014

Prior Year 12/31/2013

1

Total assets

10,438,386

10,638,448

1.01

Current assets

3,298,087

3,565,709

1.01.01

Cash and cash equivalents

1,942,277

1,635,647

1.01.02

Short-term investments

493,802

1,244,034

1.01.02.01

Short-term investments at fair value

493,802

1,244,034

1.01.02.01.03

Restricted cash

56,732

88,417

1.01.02.01.04

Short-term investments

437,070

1,155,617

1.01.03

Accounts receivable

532,277

324,821

1.01.04

Inventories

136,599

117,144

1.01.06

Recoverable taxes

60,648

52,124

1.01.07

Prepaid expenses

81,445

80,655

1.01.08

Other current assets

51,039

111,284

1.01.08.03

Others

51,039

111,284

1.01.08.03.03

Other credits

47,403

62,350

1.01.08.03.04

Rights on derivatives transactions

3,636

48,934

1.02

Noncurrent assets

7,140,299

7,072,739

1.02.01

Long-term assets

1,858,582

1,606,390

1.02.01.06

Taxes

616,816

561,694

1.02.01.06.01

Deferred Taxes

547,670

488,157

1.02.01.06.02

Recoverable taxes

69,146

73,537

1.02.01.07

Prepaid expenses

20,317

26,526

1.02.01.09

Other noncurrent assets

1,221,449

1,018,170

1.02.01.09.03

Restricted cash

280,458

166,039

1.02.01.09.04

Deposits

916,397

847,708

1.02.01.09.05

Other credits

24,594

4,423

1.02.02

Investments

8,012

-

1.02.03

Property, plant and equipment

3,556,933

3,772,159

1.02.03.01

Property, plant and equipment in operation

1,436,367

1,596,462

1.02.03.01.01

Other flight equipments

932,191

987,310

1.02.03.01.02

Advances for property, plant and equipment acquisition

374,866

467,763

1.02.03.01.04

Others

129,310

141,389

1.02.03.02

Property, plant and equipment under leasing

2,120,566

2,175,697

1.02.03.02.01

Property, plant and equipment under financial leasing

2,120,566

2,175,697

1.02.04

Intangible

1,716,772

1,694,190

1.02.04.01

Intangible

1,156,607

1,151,888

1.02.04.02

Goodwill

560,165

542,302

 

 

 

22


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statement of Financial Position - Liabilities

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year

09/30/2014

Prior Year 12/31/2013

2

Total Liabilities and Equity

10,438,386

10,638,448

2.01

Current liabilities

4,279,490

3,446,791

2.01.01

Salaries, wages and benefits

296,527

233,584

2.01.01.02

Salaries, wages and benefits

296,527

233,584

2.01.02

Suppliers

479,169

502,919

2.01.03

Taxes payable

74,205

94,430

2.01.04

Short-term debt

1,229,113

440,834

2.01.05

Other liabilities

2,028,580

1,975,553

2.01.05.02

Others

2,028,580

1,975,553

2.01.05.02.04

Taxes and landing fees

334,232

271,334

2.01.05.02.05

Advance ticket sales

1,272,118

1,219,802

2.01.05.02.06

Mileage program

209,070

195,935

2.01.05.02.07

Advances from customers

21,818

167,759

2.01.05.02.08

Other liabilities

142,695

90,408

2.01.05.02.09

Liabilities from derivative transactions

40,647

30,315

2.01.06

Provisions

179,896

199,471

2.02

Noncurrent liabilities

5,790,078

5,973,157

2.02.01

Long-term debt

4,840,398

5,148,551

2.02.02

Other liabilities

683,632

541,703

2.02.02.02

Others

683,632

541,703

2.02.02.02.03

Mileage program

515,985

456,290

2.02.02.02.04

Advances from customers

-

3,645

2.02.02.02.05

Taxes payable

63,385

61,038

2.02.02.02.06

Other liabilities

104,262

20,730

2.02.04

Provisions

266,048

282,903

2.03

Consolidated equity

368,818

1,218,500

2.03.01

Capital

2,467,930

2,356,295

2.03.01.01

Issued capital

2,618,056

2,501,574

2.03.01.02

Cost on issued shares

(150,214)

(145,279)

2.03.01.03

Shares to be issued

88

-

2.03.02

Capital reserves

162,907

156,688

2.03.02.01

Premium on issue of shares

32,387

32,387

2.03.02.02

Special reserve

70,979

70,979

2.03.02.05

Treasury shares

(31,262)

(32,116)

2.03.02.07

Share-based payments

90,803

85,438

2.03.05

Accumulated losses

(3,032,779)

(2,455,025)

2.03.06

Equity valuation adjustments

590,915

592,968

2.03.06.01

Equity valuation adjustments

(96,037)

(18,162)

2.03.06.02

Change in equity through public offer

686,952

611,130

2.03.09

Participation of non-controlling Company’s shareholders

179,845

567,574

 

 

 

23


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements /Statements of Operations

 

(In thousands of Brazilian Reais)

 

 

Current Quarter

Current

Year

Same Quarter Prior Year

Prior Year

YTD

 

Line code

 

Line item

07/01/2014 to 09/30/2014

01/01/2014 to 09/30/2014

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

3.01

Sales and services revenue

2,461,692

7,336,380

2,230,501

6,228,002

3.01.01

Passenger

2,189,349

6,605,046

2,042,142

5,670,810

3.01.02

Cargo and other

272,343

731,334

188,359

557,192

3.02

Cost of sales and/or services

(1,969,714)

(5,987,436)

(1,896,698)

(5,373,167)

3.03

Gross profit

491,978

1,348,944

333,803

854,835

3.04

Operating expenses

(340,020)

(1,014,688)

(296,768)

(751,703)

3.04.01

Sales expenses

(193,304)

(618,704)

(176,871)

(483,655)

3.04.01.01

Marketing expenses

(193,304)

(618,704)

(176,871)

(483,655)

3.04.02

General and administrative expenses

(144,800)

(467,734)

(162,323)

(377,176)

3.04.04

Other operating income

(1,153)

73,920

42,426

109,128

3.04.06

Equity in subsidiaries

(763)

(2,170)

-

-

3.05

Result before income taxes and financial result

151,958

334,256

37,035

103,132

3.06

Financial result

(434,883)

(734,360)

(186,786)

(718,693)

3.06.01

Financial income

118,548

289,612

202,535

382,743

3.06.01.01

Financial income

118,548

289,612

202,535

382,743

3.06.02

Financial expenses

(553,431)

(1,023,972)

(389,321)

(1,101,436)

3.06.02.04

Exchange variation, net

(281,135)

(173,257)

(24,848)

(299,379)

3.06.02.05

Financial expenses

(272,296)

(850,715)

(364,473)

(802,057)

3.07

Loss before income taxes

(282,925)

(400,104)

(149,751)

(615,561)

3.08

Income taxes

37,797

(86,150)

(47,290)

(89,724)

3.08.01

Current

(30,198)

(104,253)

(27,735)

(56,107)

3.08.02

Deferred

67,995

18,103

(19,555)

(33,617)

3.09

Result from continuing operations, net

(245,128)

(486,254)

(197,041)

(705,285)

3.11

Net loss for the period

(245,128)

(486,254)

(197,041)

(705,285)

3.11.01

Attributable to Company’ shareholders

(272,381)

(577,754)

(223,957)

(748,768)

3.11.02

Attributable to non-controlling Company’ shareholders

27,253

91,500

26,916

43,483

 

 

 

24


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Statements of Comprehensive Income

 

(In thousands of Brazilian Reais)

 

 

   

 

Current

Quarter

 

Current

Year

Same Quarter Prior Year

 

Prior Year

YTD

 

Line code

 

 

Line item

07/01/2014

to

09/30/2014

01/01/2014 to 09/30/2014

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

4.01

Net loss for the period

(245,128)

(486,254)

(197,041)

(705,285)

4.02

Other comprehensive income/loss

(21,198)

(77,875)

(130)

29,166

4.02.01

Cash flow hedges

(32,118)

(117,992)

(197)

44,191

4.02.02

Tax effect

10,920

40,117

67

(15,025)

4.03

Comprehensive income/loss for the period

(266,326)

(564,129)

(197,171)

(676,119)

4.03.01

Attributable to Company’ shareholders

(293,579)

(655,629)

(224,087)

(719,602)

4.03.02

Attributable to non-controlling Company’ shareholders

27,253

91,500

26,916

43,483

 

 

25


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statements of Cash Flows - Indirect Method

 

(In thousands of Brazilian Reais)

 

 

 

 

Current

Quarter

Same Quarter

Prior Year

 

Line code

 

Line item

07/01/2014 to 09/30/2014

07/01/2013 to 09/30/2013

6.01

Net cash used in operating activities

682,411

156,093

6.01.01

Cash flows from operating activities

946,779

930,724

6.01.01.01

Depreciation and amortization

369,183

380,465

6.01.01.02

Allowance for doubtful accounts

12,544

22,133

6.01.01.03

Provisions for judicial deposits

7,718

12,370

6.01.01.05

Reversion for inventory obsolescence

25

(8,846)

6.01.01.06

Deferred taxes

(18,103)

33,617

6.01.01.07

Share-based payments

7,109

4,983

6.01.01.08

Exchange and monetary variations, net

362,982

382,801

6.01.01.09

Interest on loans and financial lease

253,192

202,833

6.01.01.10

Unrealized hedge results

15,901

47,925

6.01.01.14

Mileage program

(113,408)

(165,431)

6.01.01.15

Write-off property, plant and equipment and intangible assets

39

7,793

6.01.01.16

Result share plan provision

47,427

10,081

6.01.01.17

Equity in subsidiaries

2,170

-

6.01.02

Changes assets and liabilities

221,886

(69,346)

6.01.02.01

Accounts receivable

(220,000)

(65,415)

6.01.02.02

Inventories

(19,480)

11,543

6.01.02.03

Deposits

(39,529)

(82,682)

6.01.02.04

Prepaid expenses, insurance and tax recoverable

(8,043)

28,731

6.01.02.05

Other assets

(5,224)

16,027

6.01.02.06

Suppliers

(47,842)

(45,520)

6.01.02.07

Advanced ticket sales

52,316

386,269

6.01.02.08

Advances from customers

(149,586)

172,544

6.01.02.09

Salaries, wages and benefits

15,516

10,106

6.01.02.10

Taxes and landing fees

62,898

(4,119)

6.01.02.11

Taxes payable

73,045

36,253

6.01.02.12

Provisions

(116,557)

(198,577)

6.01.02.14

Interest paid

(293,603)

(242,764)

6.01.02.15

Income tax paid

(90,924)

(44,090)

6.01.02.17

Mileage program

186,238

293,453

6.01.02.18

Other Liabilities

136,161

61,969

6.01.02.19

Liabilities from Derivative Transactions

(32,047)

(32,834)

6.01.02.20

Financial applications used for trading

718,547

(370,240)

6.01.03

Others

(486,254)

(705,285)

6.01.03.01

Net loss for the period

(486,254)

(705,285)

6.02

Net cash used in investing activities

(134,080)

(246,154)

6.02.01

Investment acquisition

(18,750)

-

6.02.02

Restricted cash

(82,734)

(121,648)

6.02.03

Investment sale, net

65,703

-

6.02.04

Intangible

(24,954)

(15,740)

6.02.05

Property, Plant and Equipment

(166,243)

(108,766)

6.02.06

Advances for property, plant and equipment acquisition

92,898

-

 

 

26


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statements of Cash Flows - Indirect Method (Continued)

 

(In thousands of Brazilian Reais)

 

 

 

 

Current

Quarter

Same Quarter

Prior Year

 

Line code

 

Line item

07/01/2014 to 09/30/2014

07/01/2013 to 09/30/2013

6.03

Net cash generated by financing activities

(142,438)

967,895

6.03.01

Cost on loans

(61,293)

(31,378)

6.03.02

Loan funding

1,796,711

429,103

6.03.03

Loan and lease payment

(1,274,545)

(345,720)

6.03.04

Capital increase

119,141

1,885

6.03.05

Dividends and interest on capital paid through subsidiary

-

(15,850)

6.03.06

Financial leasing payment

(194,052)

(169,333)

6.03.07

Disposal of treasury shares

-

3,235

6.03.08

Capital increase on subsidiary

-

1,095,953

6.03.09

Capital decrease by subsidiary

(456,144)

-

6.03.10

Cost on issue of shares

(4,935)

-

6.03.11

Shares to be issued

88

-

6.03.12

Dividend Paid

(67.409)

-

6.04

Exchange and monetary variations, net

(99,263)

(24,085)

6.05

Net increase (decrease) in cash and cash equivalents

306,630

853,749

6.05.01

Cash and cash equivalents at beginning of the period

1,635,647

775,551

6.05.02

Cash and cash equivalents at end of the period

1,942,277

1,629,300

 

 

27


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statements of Changes in Equity - From 01/01/2014 to 09/30/2014

 

(In thousands of Brazilian Reais)

 

 

 

 

 

 

Line code

 

 

 

 

Line item

 

 

 

Capital Stock

Capital reserves, Options Granted and

Treasury Shares

 

 

 

Accumulated Losses

 

 

Other Comprehensive Income

 

 

 

Consolidated Equity

 

 

Non-controlling

Interests

 

 

Total Consolidated

Equity

5.01

Opening balance

2,356,295

767,818

(2,455,025)

(18,162)

650,926

567,574

1,218,500

5.03

Adjusted balance

2,356,295

767,818

(2,455,025)

(18,162)

650,926

567,574

1,218,500

5.04

Shareholders capital transactions

111,635

82,041

-

-

193,676

(479,229)

(285,553)

5.04.01

Capital increase

116,403

-

-

-

116,403

-

116,403

5.04.02

Cost on Issued Shares

(4,935)

-

-

-

(4,935)

-

(4,935)

5.04.06

Dividend

-

-

-

-

-

(67,409)

(67,409)

5.04.08

Share-based payments

-

6,219

-

-

6,219

890

7,109

5.04.09

Capital increase by exercise of

stock options

 

167

 

-

 

-

 

-

 

167

 

2,659

 

2,826

5.04.10

Gains on change on investment

-

1,852

-

-

1,852

2,826

4,678

5.04.11

Gains on investment sold - G.A. Smiles

-

73,970

-

-

73,970

37,949

111,919

5.04.14

Capital decrease of subsidiary

-

-

-

-

-

(456,144)

(456,144)

5.05

Total comprehensive income/loss

-

-

(577,754)

(77,875)

(655,629)

91,500

(564,129)

5.05.01

Net loss for the period

-

-

(577,754)

-

(577,754)

91,500

(486,254)

5.05.02

Other comprehensive income/loss

-

-

-

(77,875)

(77,875)

-

(77,875)

5.05.02.08

Other comprehensive results, net

-

-

-

(77,875)

(77,875)

-

(77,875)

5.07

Closing balance

2,467,930

849,859

(3,032,779)

(96,037)

188,973

179,845

368,818

 

 

28


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statement of Changes in Equity - From 01/01/2013 to 09/30/2013

 

(In thousands of Brazilian Reais)

 

 

Line code

Line item

Capital Stock

Capital Reserves, Options Granted and

Treasury Shares

Accumulated Losses

Other Comprehensive Income

Total Consolidated Equity

Non-Controlling

Interests

Total Consolidated

Equity

5.01

Opening balance

2,354,410

105,478

(1,658,478)

(68,582)

732,828

-

732,828

5.03

Adjusted opening balance

2,354,410

105,478

(1,658,478)

(68,582)

732,828

-

732,828

5.04

Shareholders capital transactions

1,885

619,260

-

-

621,145

469,464

1,090,609

5.04.06

Dividends paid by subsidiary

-

-

-

-

-

(8,040)

(8,040)

5.04.07

Interest on capital paid by subsidiary

-

-

-

-

-

(7,810)

(7,810)

5.04.08

Share-based payments

1,885

4,983

-

-

6,868

403

7,271

5.04.09

Treasury shares sold

-

3,235

-

-

3,235

-

3,235

5.04.10

Change on equity through Public Offer

-

611,042

-

-

611,042

484,911

1,095,953

5.05

Total comprehensive income

-

-

(748,768)

29,166

(719,602)

43,483

(676,119)

5.05.02

Other comprehensive income, net

-

-

(748,768)

29,166

(719,602)

43,483

(676,119)

5.05.02.07

Loss for the period

-

-

(748,768)

-

(748,768)

43,483

(705,285)

5.05.02.08

Other comprehensive results, net

-

-

-

29,166

29,166

-

29,166

5.07

Closing balance

2,356,295

724,738

(2,407,246)

(39,416)

634,371

512,947

1,147,318

 

 

29


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Financial Statements / Statements of Value Added

 

(In thousands of Brazilian Reais)

 

 

   

Current YTD

Prior Year YTD

 

Line code

 

Line item

01/01/2014 to 09/30/2014

01/01/2013 to 09/30/2013

7.01

Revenue

7,837,780

6,696,960

7.01.02

Other revenue

7,835,345

6,705,220

7.01.02.01

Passengers, cargo and other

7,761,425

6,596,092

7.01.02.02

Other operating income

73,920

109,128

7.01.04

Allowance/reversal for doubtful accounts

2,435

(8,260)

7.02

Acquired from third parties

(5,102,302)

(4,415,068)

7.02.02

Material, power, third-party services and other

(1,727,898)

(1,407,352)

7.02.04

Other

(3,374,404)

(3,007,716)

7.02.04.01

Suppliers of fuel and lubrificants

(2,888,275)

(2,673,483)

7.02.04.02

Aircraft insurance

(16,079)

(15,406)

7.02.04.03

Sales and advertising

(470,050)

(318,827)

7.03

Gross value added

2,735,478

2,281,892

7.04

Retentions

(369,183)

(380,465)

7.04.01

Depreciation, amortization and exhaustion

(369,183)

(380,465)

7.05

Added value produced

2,366,295

1,901,427

7.06

Value added received in transfer

287,442

382,743

7.06.01

Equity in subsidiaries

(2,170)

-

7.06.02

Financial income

289,612

382,743

7.07

Total wealth for distribution

2,653,737

2,284,170

7.08

Wealth for distribution

2,653,737

2,284,170

7.08.01

Employees

966,907

902,000

7.08.02

Taxes

521,945

451,929

7.08.03

Third-party capital remuneration

1,651,139

1,592,043

7.08.04

Capital remuneration

(486,254)

(661,802)

7.08.04.02

Dividend

-

15,850

7.08.04.03

Loss for the period

(577,754)

(705,285)

7.08.04.04

Non-controlling interest

91,500

27,633

 

 

30


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

1.     General information

 

Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GLAI”) is a publicly-listed company established on March 12, 2004, in accordance with the Brazilian Corporate Laws. The Company is engaged in controlling its subsidiaries: (i) VRG Linhas Aéreas S.A. (“VRG”), which essentially explores (a) the regular and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally, according to the concessions granted by the competent authorities; and (b) complementary activities of flight transport services provided in its bylaws; and (ii) Smiles S.A., which mainly operates (a) the development and management of its own or third party’s customer loyalty program, and (b) sale of redemption rights of awards related to the loyalty program.

 

Additionally, the Company is the direct parent Company of the wholly-owned subsidiaries GAC Inc. (“GAC”), Gol Finance (“Finance”), Gol LuxCo S.A. (“Gol LuxCo”), Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”) and indirect parent Company of Webjet Linhas Aéreas S.A. ("Webjet").The Company’s shares are traded on São Paulo Stock Exchange - BM&FBOVESPA and on the New York Stock Exchange - NYSE. The Company adopted Differentiated Corporate Governance Practices of Level 2 from BM&FBOVESPA and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created to identify companies committed to the differentiated corporate governance practices.

 

 

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

 

The interim Financial Information was authorized for issuance at the Board of Directors’ meeting held on November 11, 2014. The Company’s registered Office is at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

 

2.1.    Basis of preparation

 

The Consolidated Interim Financial Information was prepared for the three and nine-month period ended September 30, 2014 in accordance with International Accounting Standards (“IAS”) n.34, and with corresponding Brazilian technical pronouncement CPC 21 (R1) which comprises the interim financial report.

 

IAS 34 requires the use of certain accounting estimates by Company’s Management. The consolidated interim financial information was prepared based on historical cost, except for certain financial assets and liabilities measured at fair value.

 

 

31


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

2.   Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)

 

2.1.    Basis of preparation (Continued)

 

The Individual Interim Financial Information was prepared in accordance with the technical pronouncement CPC 21 (R1) which comprises the interim financial reporting.

 

The Individual Interim Financial information measures investments in subsidiaries by the equity method, according to Brazilian legislation. Thus, the individual interim financial information is not in accordance with International Financial Reporting Standards (“IFRS”), which requires the valuation of these investments on the individual financial statements of the Parent Company at fair value or cost.

 

This Individual and Consolidated Interim Financial Information do not include all the information and disclosure items required in the consolidated annual financial statements and, therefore, it must be read along with the consolidated financial statements referring to the year ended December 31, 2013 filed on March 25, 2014, which were prepared in accordance with Brazilian accounting practices and IFRS. There were no changes in accounting policies adopted during the period from December 31, 2013 to September 30, 2014.

 

The shareholder’s equity individual and consolidated quarterly financial information do not present differences on its composition, except in respect of the non-controlling interest in Smiles S.A., highlighted in the consolidated equity.

 

The non-financial information included on this Individual and Consolidated Interim Financial Information, such as sales volume, agreement information, forecasts, insurance, among others, have not been audited.

 

2.2.    New accounting estimates, changes and assumptions

 

a)      Applicable as of January 01, 2014

 

·  Investment Entities (IFRS 10, 12 and IAS 12): provides an exception to the consolidation requirements to entities that fits in the definition of an investment entity in accordance with IFRS 10. The exception requires that the entities measure its subsidiaries at fair value through profit or loss. The Company’s management concluded that this review did not affect its interim financial information, since none of its entities qualifies as an investment entity.

 

 

32


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

2.   Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)

 

2.2.    New accounting estimates, changes and assumptions (Continued)

 

a)    Applicable as of January 01, 2014 (Continued)

 

·  IAS 32 Offsetting Financial assets and liabilities - Review on IAS 32: These reviews clarifies the meaning of “currently have the legal right to offset known amounts” and the requirements of the non-simultaneous settlement to qualify for compensation. The Company’s management concluded that this review did not affect its interim financial information.

·  IFRIC 21 Taxes: Clarifies when an entity should recognize a tax liability as the tax payment operation occurs. For taxes that require the payment from a metric achievement, the interpretation indicated that no liability should be recognized until its metric is reached. The Company’s management concluded that this review did not affect its interim financial information.

·  IAS 39 Derivatives Renovation and Continued Hedge Accounting - Review on IAS 39: Assuage the discontinuing of the hedge accounting when the renovation of a derivative designated as hedge reaches certain criteria. The Company’s management concluded that this review did not affect its interim financial information.

 

b)      Issued by IASB but not applicable to the date of this interim financial information, and not early adopted by the Company

 

New standards

 

·  IFRS 9 Financial Instruments: As issued, reflects the first phase of the work of the IASB in order to replace the IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard would initially be applied to fiscal periods beginning on or after January 1, 2013, but the pronouncement “Amendments to IFRS 9 Mandatory effective Date of IFRS 9 and Transition Disclosures”, issued on December 2011, has postponed its term to January 1, 2015. On subsequent phases, the IASB will address issues such as hedge accounting and provision for losses on financial assets. The adoption of the first phase of IFRS 9 will have an impact on the classification and valuation of the Company's financial assets, but will not impact the classification and measurement of financial liabilities. The Company will quantify the effect in conjunction with the effects of the remaining stages of the IASB project, once the final rule is issued consolidated.

 

 

33


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

2.   Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)

 

2.2.    New accounting estimates, changes and assumptions (Continued)

 

b)      Issued by IASB but not applicable to the date of this interim financial information, and not early adopted by the Company (Continued)

 

New standards (Continued)

 

·  IFRS 15 Revenue from customers’ agreements: Establishes a five-step model that the income earned from a contract with the client, regardless of the type of revenue or industry. Applies to all revenue agreements and provides a model for the recognition and measurement of gains or losses on the sale of certain non-financial assets that are not related to the ordinary activities of the entity (for example, sales of property, plant and equipment or intangible). Extensive disclosures are also required by this standard. This statement shall be applied for annual periods beginning on or after January 1, 2017, with earlier application allowed.

 

Amendments to existing standards

 

·  IFRS 5 Non-current assets held for sale and discontinued operations - Changes in the settlement method: Clarifies that the change of method of the settlement of the property, either by sale or by distribution to its owners, should not be considered as a new plan of alienation, but rather a continuation of the original plan. Thus, there is no interruption in the application of the requirements of IFRS 5. The amendment also clarifies that the change of the settlement method does not change the date of classification. This amendment should be applied prospectively for changes in the method of alienation occurring in annual periods beginning on or after 1 January 2016, with earlier application allowed.

·  IFRS 7 Financial instruments (Disclosure) - Service agreements: Clarifies that a service agreement that includes an administration fee may be characterized as a continuing involvement in some financial asset. An entity should evaluate the nature of the fee arrangement as guidance in paragraphs 7.B30 IFRS and IFRS 7.42C, in order to assess the required disclosures. This change should be applied for annual periods beginning on or after 1 January 2016, with earlier application allowed.

 

 

34


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

2.   Approval and summary of significant accounting policies applied in preparing the interim financial information (Continued)

 

2.2.    New accounting estimates, changes and assumptions (Continued)

 

b)      Issued by IASB but not applicable to the date of this interim financial information, and not early adopted by the Company (Continued)

 

Amendments to existing standards (Continued)

 

·  IFRS 7 Financial instruments (Disclosure) - Applicability of disclosures offset to the condensed financial statements: The amendment removes the expression "and interim periods within those annual periods" of paragraph 44.R, clarifying that these disclosure requirements of IFRS 7 are not required to condensed financial statements. However, IAS 34 requires an entity to disclose "an explanation of events and transactions that are significant to an understanding of changes in financial position and performance of the entity since the end of the last year." So, if the disclosures in IFRS 7 reflect a significant update to the information contained in the latest annual report, it is expected that they are included in the condensed financial statements. This amendment should be applied retrospectively for annual periods beginning on or after 1 January 2016, with earlier application allowed.

·  IAS 19 Employee benefits - Discount rate, regional market issuance: The amendment clarifies that high quality corporate bonds should be evaluated based on the currency which the obligation is denominated, rather than the currency of the country where the obligation remains. When there is no bond market of high quality on the currency, public debt rates should be used. This amendment should be applied for annual periods beginning on or after 1 January 2016, with earlier application allowed.

·  IAS 34 Interim financial statements - Disclosures "elsewhere in the interim financial statements": Establishes that the interim disclosures should be included or necessary in the interim financial statements or incorporated by reference in the interim financial statements and wherever they are included within the information intermediary (for example, the management report or risk report). This amendment should be applied retrospectively for annual periods beginning on or after 1 January 2016, with earlier application allowed.

The Company intends to adopt those standards when it becomes effective by disclosing and recognizing the impacts on the interim financial information that may occur when the application of such standards.

 

There are no other standards and interpretations issued but not yet adopted that, in Management's opinion, have a significant impact on net income or equity issued by the Company.

 

 

35


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

3.     Seasonality

 

The Company expects that revenues and profits from its flights reach the highest levels during the summer and winter vacation periods, in January and July, respectively, and during the last two weeks of December, during the season holidays. Given the high portion of fixed costs, this seasonality tends to result in fluctuations in our operational quarter-on-quarter income.

 

 

4.     Cash and cash equivalents

 

 

Individual

Consolidated

 

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Cash and bank deposits

64,402

320,276

493,222

667,985

Cash equivalents

327,401

23,517

1,449,055

967,662

 

391,803

343,793

1,942,277

1,635,647

         

 

The cash equivalents breakdown is as follows:

 

 

Individual

Consolidated

 

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Private bonds

326,610

19,471

1,032,938

537,196

Government bonds

-

271

-

65,673

Investment funds

791

3,775

416,116

364,793

 

327,401

23,517

1,449,055

967,662

 

As of September 30, 2014, the cash equivalents were represented by private bonds (Bank Deposit Certificates - “CDBs”), buy-back transactions and time deposits paid at post fixed rates ranging between 85% and 104% of the Interbank Deposit Certificate Rate (“CDI”).

 

The investment funds were represented primarily by government bonds paid at a weighted average rate of 92% of the CDI rate.

 

The investment funds classified as cash equivalents have immediate liquidity and, according to the Company analysis, can be converted to a known amount of cash with insignificant risk of change in its value.

 

Repatriation of the generated cash in Venezuela

 

On January 23, 2014, the Venezuela government announced that the airline companies could request the repatriation of their resources generated by sales in Venezuela through CADIVI ("Comisión de Administración de Divisas") by the official rate of BS 6.30/US$1.00. This rate experienced a level increase and the rate as of September 30, 2014 was BS 12.00/US$1.00. The exchange variation control in Venezuela is determined on a weekly basis by its Federal Reserve (SICAD).

 

 

36


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

4.   Cash and cash equivalents (Continued)

 

Repatriation of the generated cash on Venezuela (Continued)

 

Given this increase, the Company recorded a currency depreciation justified by the intention to repatriate its values related to the operations performed in Venezuela as of January, 2014. During the three-month period ended September 30, 2014, the Company repatriated the amount of BS 227,220 (US$20,226) at weighted average rate of BS 11.23/US$1.00, equivalent to R$47,300.

 

The total amount of the cash in Venezuela as of September 30, 2014 was R$399,291, which the portion accrued as an impairment from the Venezuelan Bolívar related to U.S. Dollar was R$82,227 with counterpart on "Foreign exchange variation, net" (see Note 28). The net recoverable balance of R$317,064 is recorded as “Cash and bank deposits”, which R$130,949 is related to the operations performed in 2014 and R$186,115 is related to the operation performed in 2013.

 

The register is subject to future changes due to the doubtful economic scenario in Vezenuela, with the possibility of new limitations in the cash flows by CADIVI or sanctions by the government that may difficult the cash repatriation of the amounts.

 

 

5.     Short-term investments

 

 

Individual

Consolidated

 

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Private bonds

174,094

-

187,608

554,032

Government bonds

-

929

112,635

88,596

Investment funds

-

1,595

136,827

512,989

 

174,094

2,524

437,070

1,155,617

 

As of September 30, 2014, the private bonds comprise financial letters with first-rate financial institutions, paid at a weighted average rate of 102% of the CDI rate.

 

Investment funds and government bonds are represented primarily by government bonds LTN, NTN and LFT paid at a weighted average of 100% of CDI rate.

 

 

37


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

6.     Restricted cash

 

 

Individual

Consolidated

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Margin deposits for hedge transactions (a)

-

-

98,560

29,845

Deposits in guarantee of letter of credit - Safra (b)

-

-

41,092

75,681

Escrow deposits - Bic Banco (c)

21,131

19,917

69,517

57,923

Escrow deposits - Leasing (d)

-

-

69,167

-

Escrow deposits - Debentures (e)

-

-

56,725

-

Guarantee deposits of forward transactions (e)

-

-

-

88,410

Other deposits

476

292

2,129

2,597

21,607

20,209

337,190

254,456

 

 

 

 

Current (f)

7

7

56,732

88,417

Noncurrent

21,600

20,202

280,458

166,039

         

 

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

(b)     The guarantee amount is related to Webjet’s loan (See Note 18).

(c)     The amount of R$21,131 on the individual Company and which comprises the consolidated balance is related to a contractual guarantee for STJ’s PIS and COFINS proceeding, paid to GLAI as detailed in Note 24c) and existing notes guarantees.

(d)     Is related to a credit letter of operational leasings of aircraft.

(e)     Is related to debentures issued by the subsidiary Smiles at fair value, classified as current assets. For further information, see Note 18.

(f)      As of December 31, 2013, the Company held escrow deposits of forward transactions applied in LTN and LFT (average remuneration of 9.7% p.a.) classified as current assets. These operations were fully paid during the nine-month period ended September 30, 2014.

   

 

38


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

7.     Trade receivable

 

Consolidated

09/30/2014

12/31/2013

Local currency:

 

 

Credit card administrators

181,854

74,359

Travel agencies

255,204

175,723

Installment sales

43,768

45,475

Cargo agencies

34,269

32,339

Airline partners companies

30,706

20,544

Other (a)

33,343

21,153

579,144

369,593

Foreign currency:

 

 

Credit card administrators

25,604

27,156

Travel agencies

10,172

11,881

Cargo agencies

24

1,321

35,800

40,358

614,944

409,951

 

 

Allowance for doubtful accounts

(82,666)

(85,101)

532,278

324,850

 

 

Current

532,277

324,821

Noncurrent (b)

1

29

 

(a)     From the total amount of R$33,343, R$16,519 is related to Air France-KLM investment to be received on June, 2015. For further information, see Note 12e.

(b)     The portion of noncurrent trade receivables is recorded in “Other receivables” in noncurrent assets and corresponds to installment sales from the Voe Fácil Program, with maturity over 360 days.

 

The aging list of accounts receivable is as follows:

 

 

Consolidated

 

09/30/2014

12/31/2013

Falling due

455,517

280,271

Overdue until 30 days

19,147

17,778

Overdue 31 to 60 days

6,465

6,864

Overdue 61 to 90 days

3,689

6,196

Overdue 91 to 180 days

29,336

5,830

Overdue 181 to 360 days

15,399

12,464

Overdue above 360 days

85,391

80,548

 

614,944

409,951

 

 

39


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

7.   Trade receivable (Continued)

 

The average collection period of installment sales is 6 months and a 6.99% monthly interest is charged on the receivable balance, recognized in financial result. The average collection period of the other receivables is 127 days (122 days as of December 31, 2013).

 

The changes in the allowance for doubtful accounts are as follows:

 

 

Consolidated

 

09/30/2014

12/31/2013

Balance at beginning of the period

(85,101)

(80,712)

Additions

(12,544)

(32,849)

Unrecoverable amounts

7,470

8,119

Recoveries

7,509

20,341

Balance at the end of the period

(82,666)

(85,101)

 

 

8.     Inventories

 

 

Consolidated

 

09/30/2014

12/31/2013

Consumables

22,487

19,601

Parts and maintenance materials

120,923

105,649

Advances to suppliers

487

286

Others

4,954

3,835

Provision for obsolescence

(12,252)

(12,227)

136,599

117,144

 

The changes in the allowance for inventory obsolescence are as follows:

 

Consolidated

09/30/2014

12/31/2013

Balance at the beginning of the period

(12,227)

(17,591)

Additions

(104)

(3,702)

Write-off and reversal

79

9,066

Balance at the end of the period

(12,252)

(12,227)

 

 

40


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

9.     Deferred and recoverable taxes

 

a)      Recoverable taxes

 

Individual

Consolidated

09/30/2014

12/31/2013

09/30/2014

12/31/2013

 

 

 

 

ICMS

-

-

38,180

32,205

Prepaid IRPJ and CSSL

27,346

37,124

54,699

46,389

IRRF

571

1,845

7,960

26,505

PIS and COFINS

-

-

4,910

2,177

Withholding tax of public

institutions

 

-

 

-

 

13,524

 

8,693

Value added tax - IVA

-

-

9,066

6,544

Income tax on imports

640

591

745

2,741

Others

-

-

710

407

Total recoverable taxes - current

28,557

39,560

129,794

125,661

 

 

 

 

Current assets

9,422

9,991

60,648

52,124

Noncurrent assets

19,135

29,569

69,146

73,537

 

 

 

41


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

9.   Deferred and recoverable taxes (Continued)

 

b)      Deferred taxes - long term

 

GLAI

VRG

Smiles

Consolidated

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

 

 

 

 

 

 

 

 

 

 

 

 

Tax losses

39,475

 

39,475

394,045

 

394,045

-

 

-

433,520

 

433,520

Negative basis of social contribution

14,211

 

14,211

141,857

 

141,857

-

 

-

156,068

 

156,068

 

 

 

 

 

 

 

 

 

 

 

 

Temporary differences:

 

 

 

 

 

 

 

 

 

 

 

 

Mileage program

-

 

-

55,982

 

94,540

-

 

-

55,982

 

94,540

Allowance for doubtful accounts and

other credits

 

-

 

 

-

 

88,734

 

 

73,200

 

226

 

 

100

 

88,960

 

 

73,300

Provision for losses on VRG’s acquisition

-

 

-

143,350

 

143,350

-

 

-

143,350

 

143,350

Provision for legal and tax liabilities

1,198

 

1,219

42,502

 

48,434

135

 

36

43,835

 

49,689

Aircraft return

-

 

-

94,114

 

85,350

-

 

-

94,114

 

85,350

Derivative transactions not settled

-

 

-

64,725

 

15,727

-

 

-

64,725

 

15,727

Tax benefit due to goodwill incorporation (a)

-

 

-

-

 

-

62,000

 

72,942

62,000

 

72,942

Flight rights

-

 

-

(353,226)

 

(353,226)

-

 

-

(353,226)

 

(353,226)

Maintenance deposits

-

 

-

(139,581)

 

(140,246)

-

 

-

(139,581)

 

(140,246)

Depreciation of engines and parts for

aircraft maintenance

 

-

 

 

-

 

(163,343)

 

 

(158,775)

 

-

 

 

-

 

(163,343)

 

 

(158,775)

Reversal of goodwill amortization on

VRG’s acquisition

 

-

 

 

-

 

(127,659)

 

 

(127,659)

 

-

 

 

-

 

(127,659)

 

 

(127,659)

Aircraft leasing

-

 

-

33,978

 

34,764

-

 

-

33,978

 

34,764

Others (b)

(1,671)

 

93

130,587

 

94,911

11,471

 

4,230

154,947

 

108,813

Total deferred tax and social

contribution - noncurrent

 

53,213

 

 

54,998

 

406,065

 

 

346,272

 

73,832

 

 

77,308

 

547,670

 

 

488,157

 

(a)      Related to the tax benefit from the reverse incorporation of the G.A. Smiles Participações S.A. by the Company’s subsidiary Smiles S.A. Under the terms of the current legislation, the goodwill generated by the operation will be a deductible expense on the Income Tax and Social Contribution calculation.

 

(b)      The portion of taxes on Smiles unrealized profit in the amount of R$14,560 is registered directly in the consolidated column (R$9,579 as of December 31, 2013).

 

 

42


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

9.   Deferred and recoverable taxes (Continued)

 

b)    Deferred taxes - long term (Continued)

 

       The Company and its direct subsidiary VRG and indirect subsidiary Webjet have tax losses and negative basis of social contribution in the calculation of taxable income, to compensate with 30% of annual taxable profits, without time limit for expiration, in the following amounts:

 

 

Individual (GLAI)

Direct subsidiary (VRG)

Indirect subsidiary (Webjet)

 

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

Tax losses

235,907

 

235,907

2,951,550

 

2,602,369

765,800

 

712,849

Negative basis of social

contribution

235,907

 

235,907

2,951,550

 

2,602,369

765,800

 

712,849

 

As of September 30, 2014, the tax credits arising from tax loss carryforwards and negative social contribution basis were valued based on the reasonably expected generation of future taxable income of the parent Company and its subsidiaries, subject to legal limitations.

 

Estimated recovery of deferred tax assets was based on taxable income projections, considering the assumptions above and several financial assumptions, business and internal and external factors considered at the end of the period. Consequently, the estimates may be subject to not materialize in the future, due to the uncertainties inherent in these estimates.

 

The Company and its subsidiaries hold the total amount of R$1,334,107, of which R$80,208 is related to its parent Company GLAI and R$1,263,899 is related to its subsidiaries VRG and Webjet.

 

The forecasts of the parent Company GLAI and the indirect subsidiary Webjet did not present sufficient taxable profits to be realized over the next 10 years and, as a result, a provision was recorded for unrealizable loss tax credits of R$26,522 for GLAI and R$260,372 for Webjet. For the subsidiary VRG such forecasts indicate sufficient taxable profits for such to be realized in the next 10 years. However, due to tax losses presented during the recent years, the Administration conducted a sensitivity analysis on the forecast results, and considering significant changes in the macroeconomic scenario, registered the deferred tax assets on tax losses based on the lowest value obtained in this analysis. As a result, the Company and its subsidiaries did not recognized of R$467,625 in its subsidiary VRG.

 

The Company’s management considers that the deferred assets recognized as of September 30, 2014 arising from temporary differences will be realized when the provisions are settled and the related future events are resolved.

 

43

 


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

9.   Deferred and recoverable taxes (Continued)

 

b)    Deferred taxes - long term (Continued)

 

 

Individual

 

Three-month

period ended on

 

Nine-month

period ended on

 

09/30/2014

 

09/30/2013

 

09/30/2014

 

09/30/2013

Loss before income tax and social contribution

(269,836)

 

(223,315)

 

(575,191)

 

(745,286)

Combined tax rate

34%

 

34%

 

34%

 

34%

Income tax credits at the combined tax rate

91,744

 

75,927

 

195,565

 

253,397

Adjustments to calculate the effective tax rate:

 

 

 

 

 

 

 

Equity in subsidiaries

(4,945)

 

(80,809)

 

(139,589)

 

(221,135)

Tax losses from subsidiaries

(34,651)

 

5,022

 

(38,877)

 

2,755

Income tax on permanent differences and others

5

 

(4,781)

 

17

 

(8,351)

Nontaxable revenues (nondeductible expenses), net

(772)

 

(43)

 

(7,118)

 

(152)

Exchange differences on foreign investments

(54,887)

 

7,605

 

(10,797)

 

(26,433)

Interest on own capital

-

 

(3,563)

 

-

 

(3,563)

Benefit on tax losses and temporary differences

not constituted

 

961

 

 

-

 

 

(1,764)

 

 

-

Expense from income tax and social contribution

(2,545)

 

(642)

 

(2,563)

 

(3,482)

 

 

 

 

 

 

 

Current income tax and social contribution

-

 

(1,423)

 

-

 

(3,408)

Deferred income tax and social contribution

(2,545)

 

781

 

(2,563)

 

(74)

(2,545)

 

(642)

 

(2,563)

 

(3,482)

Effective rate

0.94%

 

0.29%

 

0.45%

 

0.47%

 

Consolidated

Three-month

period ended on

 

Nine-month

period ended on

09/30/2014

 

09/30/2013

 

09/30/2014

 

09/30/2013

Loss before income tax and social contribution

(282,925)

 

(149,751)

 

(400,104)

 

(615,561)

Combined tax rate

34%

 

34%

 

34%

 

34%

Income tax credits at the combined tax rate

96,195

 

50,915

 

136,035

 

209,291

Adjustments to calculate the effective tax rate:

 

 

 

 

 

 

 

Equity in subsidiaries

(260)

 

-

 

(738)

 

-

Tax losses from subsidiaries

(34,922)

 

4,955

 

(39,737)

 

2,687

Income tax on permanent differences and others

500

 

(5,410)

 

401

 

(9,753)

Nontaxable revenues (nondeductible expenses), net

4,117

 

(4,225)

 

(53,887)

 

(31,727)

Exchange differences on foreign investments

(75,536)

 

10,253

 

(14,328)

 

(14,991)

Interest on own capital

-

 

2,655

 

-

 

2,655

Benefit on tax losses and temporary differences

not constituted

 

47,703

 

 

(106,433)

 

 

(113,896)

 

 

(247,886)

Expense from income tax and social contribution

37,797

 

(47,290)

 

(86,150)

 

(89,724)

 

 

 

 

 

 

 

Current income tax and social contribution

(30,198)

 

(27,735)

 

(104,253)

 

(56,107)

Deferred income tax and social contribution

67,995

 

(19,555)

 

18,103

 

(33,617)

37,797

 

(47,290)

 

(86,150)

 

(89,724)

Effective rate

-

 

31.58%

 

21.53%

 

14.58%

 

 

44


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

10.  Prepaid expenses

 

 

Individual

Consolidated

 

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

Deferred losses from sale-leaseback

transactions (a)

-

 

-

28,591

 

35,449

Prepaid hedge

-

 

-

-

 

1,532

Prepaid lease

-

 

-

42,003

 

27,238

Prepaid insurance

-

 

438

1,045

 

16,970

Prepaid commissions

-

 

-

18,547

 

18,509

Others (b)

-

 

-

11,576

 

7,483

-

 

438

101,762

 

107,181

 

 

 

 

 

 

Current

-

 

438

81,445

 

80,655

Noncurrent

-

 

-

20,317

 

26,526

 

(a)     During the years 2007, 2008, and 2009, the Company recorded losses from sale-leaseback transactions performed by its subsidiary GAC Inc. related to 9 aircraft in the amount of R$89,337. These losses were deferred and are being amortized proportionally to the payments of the respective lease contracts during the contractual term of 120 months. Further information related to the sale-leaseback transactions is described in Note 30b.

(b)     Includes the amount of R$6,595 related to the agreement with Confederação Brasileira de Futebol (“CBF”) signed in 2013, for the sponsorship and transportation of the Brazilian soccer team and other participating teams in the Brazilian cup and championship, with maturity in the year 2017.

 

 

11.  Deposits

 

 

Individual

Consolidated

 

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Escrow deposits (a)

25,793

20,170

249,107

217,540

Maintenance deposits (b)

-

-

410,571

412,488

Deposits in guarantee for lease

agreements (c)

-

-

256,719

217,680

 

25,793

20,170

916,397

847,708

 

a)    Escrow deposits

 

Deposits and blocked escrows represent guarantees of lawsuits related to tax, civil and labor claims deposited in escrow until the resolution of the related claims. Part of the blocked amount in escrow is related to civil and labor claims arising on the succession orders on claims against Varig S.A. and proceedings filed by employees that are not related to the Company or any related party (third-party claims). As the Company is not correctly classified as the defendant of these lawsuits, whenever such blockages occur, the exclusion of such is requested in order to release the resources. As of September 30, 2014 the blocked amounts regarding the Varig’ succession and the third-party lawsuits are R$84,689 and R$65,818 respectively (R$71,457 and R$52,343 as of December 31, 2013, respectively).

 

 

45


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

11. Deposits (Continued)

 

b)    Maintenance deposits

 

       The Company and its subsidiaries VRG and Webjet made deposits in U.S. Dollars for maintenance of aircraft and engines that will be used in future events as set forth in some leasing contracts.

 

       The maintenance deposits do not exempt the Company and its subsidiaries, as lessee, neither from the contractual obligations relating to the maintenance of the aircraft nor from the risk associated with maintenance activities. The Company and its subsidiaries hold the right to select any of the maintenance service providers or to perform such services internally.

 

c)    Deposits in guarantee for lease agreements

 

As required by the lease agreements, the Company and its subsidiaries hold guarantee deposits in U.S. Dollars on behalf of the leasing companies, whose full refund occurs upon the contract expiration date.

 

 

12.  Transactions with related parties

 

a)    Loan agreements - Noncurrent assets and liabilities

 

       Parent Company

 

       The Company maintains loan agreements, assets and liabilities, with its subsidiary VRG without interest, maturity or guarantees prescribed, as set forth below:

 

 

Asset

Liability

 

09/30/2014

 

12/31/2013

09/30/2014

 

12/31/2013

GLAI with VRG

50,606

 

49,961

-

 

-

GAC with VRG*

-

 

-

119,453

 

113,741

LuxCo with VRG

-

 

-

16,260

 

-

 

50,606

 

49,961

135,713

 

113,741

 

(*) The values that the Company maintains with GAC and Finance, subsidiaries abroad, are subject to exchange rate variations on U.S. Dollars.

 

Additionally, the Parent Company holds loans between: Finance (asset) with Gol LuxCo (liability) and Gol LuxCo (asset) with GAC (liability) in the amount of R$537,299. These transactions are eliminated by the Company, since the entities are offshore and are considered an extension of the Company’s operations.

 

 

46


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

12. Transactions with related parties (Continued)

 

b)    Transportation services and consulting

 

       Parent Company

 

During the nine-month period ended September 30, 2014, VRG transferred to LuxCo assumed the debt of the Senior Bond maturing in 2023, as described in Note 18. As counterpart, besides the receiving of the financial resources in the amount of R$86,231, LuxCo also signed with VRG a liability agreement in the amount of R$16,260, which corresponds to the remaining amount of the obligation. All the agreements related to transportation and consulting services are held by the Company’ subsidiary VRG. The related parties for these services are:

 

i.     Breda Transportes e Serviços S.A. for passenger and luggage transportation services between airports, and transportation of employees, expiring on May 31, 2015, renewable every 12 months for additional equal terms through an amendment instrument signed by the parties, annually adjusted based on the IGP-M fluctuation (General Market Price Index from Getulio Vargas Foundation).

ii.     União Transporte de Encomendas e Comércio de Veículos Ltda., expiring on December 29, 2015 for the operation of the Gollog franchise in Passos/MG.

iii.    Vaud Participações S.A. to provide executive administration and management services, expiring on October 01, 2016.

 

As of September 30, 2014, balances payable to related companies amounting to R$3,582 (R$1,008 as of December 31, 2013) are included in the balance of accounts payables and substantially refers to the payment to Breda Transportes e Serviços S.A. for passenger transportation services.

 

During the nine-month period ended on September 30, 2014, the subsidiary VRG recognized the total expenses related to these services of R$10,146 (R$9,897 as of September 30, 2013).

 

c)    Contracts account opening UATP (“Universal Air Transportation Plan”) to grant credit limit

 

In September 2011, the subsidiary VRG entered into agreements with related parties Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda., both with no expiration date, with the purpose of the issuance of credits in the amounts of R$20 and R$40, respectively, to be used in the UATP (Universal Air Transportation Plan) system. The UATP account (virtual card) is accepted as a payment method on the purchase of airline tickets and related services, seeking to simplify the billing and facilitate the payment between participating companies.

 

 

47


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

12. Transactions with related parties (Continued)

 

d)    Financing contract for engine maintenance

 

The subsidiary VRG has a line of funding for maintenance of engines services, which disbursement occurs through the issuance of Guaranteed Notes.  As of September 30, 2014, VRG holds two series of Guaranteed Notes for maintenance of engines, issued on March 11, 2013 and February 14, 2014, maturing in 2 years. During the nine-month period ended September 30, 2014 the spending on engine maintenance conducted by Delta Air Lines was R$79,577 (R$84,180 as of September 30, 2013).

 

e)    Financing contract for engine maintenance

 

On February 19, 2014, the Company signed an exclusive strategic partnership for long-term business cooperation with Airfrance-KLM with the purpose of the sales activities improvements and codeshare expansion and mileage programs benefts between the companies for the customers in the Brazilian and European market. The agreement provides the incentive investment in the Company in the amount of R$112,152, which payment is divided in three installments: the first installments in the amount of R$74,506 was received during the nine-month period ended September 30, 2014, the second and the third installments, both in the amount of R$16,519, will be received in June 2015 and 2016, respectively. The agreement will mature within 5 years and the installments will be amortized monthly. On June 30, 2014, the company has deffered revenue in the amount of R$13,661 and R$85,684 recorded as “Other Liabilities” in the current and non-current liability, respectively.

 

f)     Key management personnel payments

 

 

Consolidated

 

Three-month

period ended on

 

Nine-month

period ended on

 

09/30/2014

 

09/30/2013

 

09/30/2014

 

09/30/2013

Salaries and benefits

10,825

 

2,740

 

20,806

 

10,415

Related taxes

2,208

 

435

 

3,057

 

1,670

Share-based payments

2,256

 

482

 

3,159

 

1,998

 

15,289

 

3,657

 

27,022

 

14,083

 

As of September 30, 2014, the Company did not offer postemployment benefits, and there are no severance benefits or other long-term benefits for the Management or other employees.

 

 

48


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

13.  Share-based payments

 

As of September 30, 2014, the Company holds two share-based payment plans offered to its management personnel: the Stock Option Plan and the Restricted Shares Plan. Both these plans are offered in order to stimulate and promote the alignment of the goals of the Company, management and employees, mitigate the risks in value created for the Company resulting from the loss of their executives and strengthen the commitment and productivity of these executives to long-term results.

 

GLAI

 

a)    The Stock Option Plan

 

The Company’s Stock Options Plan had changes approved by the Company’s Annual Shareholders’ Meeting held on April 30, 2010. The beneficiaries of the shares are allowed to purchase the option after 3 years from the grant date, with an acquisition condition that the beneficiary maintains its employment relationship up to the end of this period.

 

For plans granted beginning 2010, 20% of the options become vested as from the first year, an additional 30% as from the second, and the remaining 50% as from the third year. On all the granted plans, the options may also be exercised within 10 years after the grant date.

 

The information regarding the stock options as of September 30, 2014 is as follows:

 

Outstanding options

Exercisable options

 

 

Range of exercise prices

 

 

Outstanding options

Average remaining maturity

(in years)

 

Average exercise price

 

 

Options exercisable

 

Average exercise price

33.06

4,965

1

33.06

4,965

33.06

47.30

13,220

2

47.30

13,220

47.30

65.85

14,962

3

65.85

14,962

65.85

45.46

41,749

4

45.46

41,749

45.46

10.52

20,414

5

10.52

20,414

10.52

20.65

1,097,811

6

20.65

1,097,811

20.65

27.83

1,011,614

7

27.83

1,011,614

27.83

12.81

545,299

9

12.81

438,512

12.81

12.76

593,777

9

12.76

401,463

12.76

11.31

499,042

10

11.31

42,973

11.31

10.52-65.85

3,842,853

7.61

19.50

3,087,683

21.35

 

On August 12, 2014, the Company’s Board of Directors approved the issue of 653,130 new stock options to its beneficiaries related to the year 2014. On all the stock options, the expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on BM&FBOVESPA, and the fair value of the restricted shares granted was estimated on the grant date using the Black-Scholes pricing model, as follows:

 

49


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

13. Share-based payments (Continued)

 

GLAI (Continued)

 

a)    The Stock Option Plan (Continued)

 

Stock Options Plan

Year of the option

 

 

Date of the Board meeting

 

 

Total options granted

 

Exercise price

of the option

(In Reais)

 

The fair value of the option at grant date

(In Reais)

 

 

Estimate volatility of share price

 

 

 

Expected dividend

 

 

Risk-free rate return

 

Length of the option

(in years)

2005

 

12/09/2004

 

87,418

 

33.06

 

29.22

 

32.52%

 

0.84%

 

17.23%

 

10

2006

 

01/02/2006

 

99,816

 

47.30

 

51.68

 

39.87%

 

0.93%

 

18.00%

 

10

2007

 

12/31/2006

 

113,379

 

65.85

 

46.61

 

46.54%

 

0.98%

 

13.19%

 

10

2008

 

12/20/2007

 

190,296

 

45.46

 

29.27

 

40.95%

 

0.86%

 

11.18%

 

10

2009 (a)

 

02/04/2009

 

1,142,473

 

10.52

 

8.53

 

76.91%

 

-

 

12.66%

 

10

2010 (b)

 

02/02/2010

 

2,774,640

 

20.65

 

16.81

 

77.95%

 

2.73%

 

8.65%

 

10

2011

 

12/20/2010

 

2,722,444

 

27.83

 

16.07 (c)

 

44.55%

 

0.47%

 

10.25%

 

10

2012

 

10/19/2012

 

778,912

 

12.81

 

5.32 (d)

 

52.25%

 

2.26%

 

9.00%

 

10

2013

 

05/13/2013

 

802,296

 

12.76

 

6.54 (e)

 

46.91%

 

2.00%

 

7.50%

 

10

2014

 

08/12/2014

 

653,130

 

11.31

 

7.98 (f)

 

52.66%

 

3.27%

 

11.00%

 

10

 

(a)      In April 2010 216,673 shares were granted in addition to the 2009 plan.

(b)      In April 2010 additional options were approved totaling 101,894, referring to the 2010 plan.

(c)      The fair value is calculated by the average value from R$16.92, R$16.11 and R$15.17 for the respective periods of vesting (2011, 2012 and 2013).

(d)      The fair value is calculated by the average value from R$6.04, R$5.35 and R$4.56 for the respective periods of vesting (2012, 2013 and 2014).

(e)      The fair value is calculated by the average value from R$7.34, R$6.58 and R$5.71 for the respective periods of vesting (2013, 2014 and 2015).

(f)      The fair value is calculated by the average value from R$6.04, R$5.35 and R$4.56 for the respective periods of vesting (2014, 2015 and 2016).

 

The movement of the stock options for the nine-month period ended September 30, 2014 is as follows:

 

 

Total of stock

options

Weighted average exercise price

 

 

 

Options outstanding as of December 31, 2013

3,463,462

20.66

Options granted

653,130

11.31

Options exercised

(6,194)

-

Options cancelled and adjustments in estimated lost rights

(267,545)

27.83

Options outstanding as of September 30, 2014

3,842,853

19.50

 

 

Number of options exercisable as of December 31, 2013

2,609,906

24.39

Number of options exercisable as of September 30, 2014

3,087,683

21.35

 

 

50


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

13. Share-based payments (Continued)

 

GLAI (Continued)

 

b)    Restricted shares

 

The Restricted Shares Plan was approved on the Extraordinary General Meeting held on October 19, 2012, and the first grants were approved at the Board of Directors’ meeting on November 13, 2012. The transfer of the restricted shares will occur after 3 years from the grant date, with an acquisition condition that the beneficiary maintains its employment relationship up to the end of this period.

 

On August 12, 2014, the Company’s Board of Directors approved the issue of 804,073 new stock options to its beneficiaries related to the year 2014. The fair value of the restricted shares granted was estimated on the grant date using the Black-Scholes pricing model, as follows:

 

Restricted shares

 

Year of

the share

Date of the Board Meeting

Total shares granted

Fair value of the share at grant date (in Reais)

Estimate volatility of share price

 

Risk-free rate of return

2012

11/13/2012

589,304

9.70

52.25%

9.0%

2013

05/13/2013

712,632

12.76

46.91%

7.5%

2014

08/12/2014

804,073

11.31

52.66%

11.0%

 

On July 15, 2014 the Company transferred 55,343 restricted shares to its beneficiaries, amounting R$759.

 

Smiles

 

a)    The Stock Option Plan

 

On February 22, 2013, the Smiles’ Board of Directors, during the Extraordinary General Meeting, approved the grant of a stock options plan, and on August 08, 2013, the Company’s Board of Directors approved the grant of 260,20 to employees of its affiliate VRG.

 

On February 4, 2014, the Smiles S.A.’ Board of Directors approved the issue of 1,150,000 new stock options at a price of R$31.28 per share to the beneficiaries to the Plan. Until September 30, 2014, there was no grant approval of these shares to its beneficiaries.

 

 

51


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

13. Share-based payments (Continued)

 

Smiles (Continued)

 

a)    The Stock Option Plan (Continued)

 

The expected volatility of Smiles shares is based on the historical volatility of 252 working days of the Bovespa index and the fair value of the shares was estimated on the grant date using the Black-Scholes option pricing model, as follows:

 

Stock Options Plan

 

 

Year of the share

 

 

 

Date of the Board Meeting

 

 

 

Total shares granted

 

Exercise price

of the option

(In Reais)

 

 

The fair value of the option at grant date

(In Reais)

 

 

Estimate volatility of share price

 

 

 

 

Expected dividend

 

 

 

Risk-free rate of return

 

 

 

Length of the option

(in years)

2013

 

08/08/2013

 

1,058,043

 

21.70

 

4.13 (a)

 

36.35%

 

6.96%

 

7.40%

 

10

2014

 

02/04/2014

 

1,150,000

 

31.28

 

4.90 (b)

 

33.25%

 

10.67%

 

9.90%

 

10

 

(a)    The fair value calculated for the plan was R$4.84, R$4.20, R$3.73 and R$3.73 for the respective periods of vesting of 2013, 2014, 2015 and 2016.

 

(b)    The fair value calculated for the plan was R$4.35, R$4.63, R$4.90, R$5.15 and R$5.17 for the respective periods of vesting from 2014 to 2018.

 

The movement of the stock options for the nine-month period ended September 30, 2014 is as follows:

 

 

 

Total of stock

options

Weighted average exercise price

Options outstanding as of December 31, 2013

1,058,043

21.70

Options cancelled and adjustments in estimated lost rights

(524,760)

26.66

Options granted

1,150,000

31.28

Options exercised

(223,522)

21.70

Options outstanding as of June 30, 2014

1,459,761

27.46

Options exercised

(111,835)

11.91

Options outstanding as of September 30, 2014

1,347,926

28.75

 

For the nine-month period ended September 30, 2014, the Company recorded in shareholders' equity a result from share-based payments in the amount of R$6,219 related to Company’s shareholders, which R$1,069 is related to Smiles, and R$890  related to its non-controlling shareholders (R$4,983 related to Company’s shareholders and R$403 related to its non-controlling shareholders for the nine-month period ended September 30, 2013) for the plans presented above, being the corresponding entry in the income statement result classified as personnel costs.

 

 

52


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

14.  Investments

 

Due to the changes in Law 6,404/76 introduced by Law 11,638/07, investments in foreign subsidiaries, GAC, Finance and Gol LuxCo were considered as an extension of the Company and are consolidated on a line by line basis on the individual company GLAI. Accordingly, only the subsidiaries Smiles, VRG and Gol Dominicana were considered as an investment.

 

On February 21, 2014, the subsidiary Smiles S.A., acquired 25% of the capital of Netpoints Fidelidade S.A., with consequent dilution of this portion to 21.25% on July, 2014. Accordingly, the consolidated investment balance was generated by this transaction. The change in investments during the nine-month period ended September 30, 2014 is as follows:

 

 

Individual

Consolidated

 

Gol

Dominicana

 

VRG

 

Smiles

 

Total

 

Netpoints

Relevant information of the Company’s subsidiaries as of September 30, 2014:

     

 

 

Total number of shares

-

4,251,383,432

122,509,269

-

60,492,404

Capital

6,225

3,343,381

137,996

-

63,451

Interest

100.0%

100.0%

54.3%

-

21.3%

 

 

 

 

 

Total shareholder’s equity

2,299

553,315

393,844

-

37,704

Unrealized gains (a)

-

-

(28,263)

-

-

Adjusted shareholder’s equity (b)

2,299

553,315

185,734

-

8,012

 

 

 

 

 

Net (loss) income for the period

(2,530)

(508,922)

202,064

-

(36,754)

Unrealized gains (a)

-

-

(9,668)

-

-

Net (loss) income for the period attributable

to Company’s shareholders

 

(2,530)

 

(508,922)

 

100,896

 

-

 

(2,170)

 

 

 

 

 

Changes on investments:

 

 

 

 

 

Balance as of December 31, 2013

263

341,000

742,886

1,084,149

-

Equity in subsidiaries

(2,530)

(508,922)

100,896

(410,556)

(2,170)

Exchange variation from foreign subsidiaries

(33)

-

-

(33)

-

Unrealized hedge losses

-

(77,875)

-

(77,875)

-

Investment losses (c)

-

-

(37,949)

(37,949)

-

Gains due to change on investment

-

-

1,852

1,852

-

Capital increase

4,653

1,049,190

-

1,053,843

-

Capital decrease (d)

-

-

(543,856)

(543,856)

-

Share-based payments

-

-

2,598

2,598

-

Dividends received

-

-

(80,693)

(80,693)

-

Fair value of the acquired investment

-

-

-

-

10,182

Advance for future capital increase

(54)

(222,990)

-

(223,044)

-

Amortization losses, net of sale leaseback (e)

-

(2,058)

-

(2,058)

-

Balance as of September 30, 2014

2,299

578,345

185,734

766,378

8,012

             

 

(a)   Refers to transactions related to revenue for redeeming miles for flight tickets for Smiles Program participants that, for consolidated financial statements purposes, only take place when the participants of the program are effectively transported by VRG.

(b)   The adjusted equity corresponds to the percentage of the equity less unrealized gains.

(c)   Is related to the investment cost due to G.A.

(d)   The subsidiary Smiles decreased its own capital in the amount of R$1,000,000 during the nine-month period ended September 30, 2014, and the amount due to the Company was R$543,856.

(e)   The subsidiary GAC has a net balance of deferred losses and gains on sale leaseback, whose deferral is subject to the payment of contractual installments made by its subsidiary VRG. Accordingly, as of September 30, 2014, the net balance to be deferred is essentially part of the net investment of the Parent Company in VRG. The net balance to be deferred as of September 30, 2014 was R$25,030 (R$27,088 as of December 31, 2013). For further details, see Note 30b.

 

 

53


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

14. Investments (Continued)

 

Impacts on participation change on capital - Smiles S.A.

 

On February 27, 2014, the Company sold to General Atlantic S.A. (G.A.) the total of 3,433,476 shares of Smiles S.A. through the exercise of stock options in accordance with the investment agreement between the companies dated April 5, 2013 in the amount of R$80,000. As a result of the exercise of the options, the Company decreased its participation in Smiles’ capital, being from 57.3% to 54.5% and remaining as the controlling shareholder. The gain generated by this partial decrease in the investment was recorded in “Gains on change on investment” in equity. This gain is also consists of the reversal of R$46,216 previously classified in equity as derivatives of equity instruments.The amounts related to this transaction are presented below:

 

Shares sold

3,433,476

Investment per share

11.05

 

Sell price

80,000

Investment costs offset

(37,949)

Exercise of stock options - G.A.

46,216

Income tax on capital gains (*)

(14,297)

Total gains from the change on investment

73,970

 

(*) Related to 25% of withholding taxes and 9% of social contribution.

 

 

15.  Losses per share

 

Although there are differences between common and preferred shares in terms of voting rights and priority in case of liquidation, the Company’s preferred shares are not entitled to receive any fixed dividends. Rather, preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to common shareholders. Therefore, the Company understands that, substantially, there is no difference between preferred shares and common shares, and, accordingly, basic and diluted result per share is calculated equally for both shares.

 

Consequently, result per share is calculated by dividing the net income or loss by the weighted average number of all classes of shares outstanding during the period. Diluted earnings or loss per share are computed including stock options granted to key management and employees using the treasury shares method when the effect is dilutive. The antidilutive effect of all potential shares is disregarded in calculating diluted earnings or loss per share.

 

 

54


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

15. Losses per share (Continued)

 

Individual and Consolidated

Three-month

period ended on

 

Nine-month

period ended on

09/30/2014

 

09/30/2013

 

09/30/2014

 

09/30/2013

Numerator

 

 

 

 

 

 

 

Net loss for the year attributable to Company’

shareholders

 

(272,381)

 

 

(223,957)

 

 

(577,754)

 

 

(748,768)

Diluted securities effect - Smiles (a)

(278)

 

-

 

(278)

 

-

(272,659)

 

(223,957)

 

(578,032)

 

(748,768)

Denominator

 

 

 

 

 

 

 

Weighted average number of outstanding shares

(In thousands)

 

281,153

 

 

276,446

 

 

279,625

 

 

276,446

 

 

 

 

 

 

 

Adjusted weighted average number of outstanding

shares and diluted presumed conversions (In

thousands)

 

 

281,153

 

 

 

276,446

 

 

 

279,625

 

 

 

276,446

 

 

 

 

 

 

 

Basic loss per share

(0.969)

 

(0.810)

 

(2.066)

 

(2.709)

Diluted loss per share

(0.970)

 

(0.810)

 

(2.067)

 

(2.709)

 

(a)  Smiles holds a Stock Options Plan for its employees. These equity instruments have a dilutive effect on earnings per share of this subsidiary, impacting, therefore, the loss considered on the basis calculation of Company’s diluted result per share, in accordance with CPC 41.

 

Diluted result per share is calculated by the weighted average number of outstanding shares, in order to assume the conversion of all potential dilutive shares.Diluted result per share is calculated based on considering the instruments that may have a potential dilutive effect in the future, such as share-based payment transactions, described in Note 13. However, due to the losses reported for the period ended on September 30, 2014, these instruments issued have anti-dilutive effect and, therefore, are not considered in the total number of outstanding shares.

 

 

16.  Property, plant and equipment

 

Individual

 

The balance corresponds to advances for acquisition of aircraft, related to prepayments made based on the contracts with Boeing Company to acquire 21 aircraft 737-800 Next Generation (30 aircraft as of December 31, 2013) and 109 aircraft 737-MAX (109 aircraft as of December 31, 2013) in the amount of R$364,766 (R$463,532 as of December 31, 2013) and the right to the residual value of aircraft in the amount of R$427,300 (R$427,300 as of December 31, 2013), both held by the subsidiary GAC.

 

 

55


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

16. Property, plant and equipment (Continued)

 

Consolidated

 

 

09/30/2014

12/31/2013

 

Weighted anual depreciation rate

 

 

 

 

Cost

 

 

 

Accumulated

depreciation

 

 

 

Net

amount

 

 

Net

amount

 

Flight equipment

 

 

 

 

 

 

 

 

Aircraft under finance leases

4%

 

3,118,881

 

(998,315)

 

2,120,566

2,175,697

Sets of replacement parts and

spares engines

4%

 

1,105,000

 

(356,118)

 

748,882

710,337

Aircraft reconfigurations/overhauling

30%

 

927,999

 

(721,904)

 

206,095

287,038

Aircraft and safety equipment

20%

 

2,046

 

(1,179)

 

867

956

Tools

10%

 

28,360

 

(14,402)

 

13,958

15,327

 

 

5,182,286

 

(2,091,918)

 

3,090,368

3,189,355

 

 

 

 

 

 

 

 

Impairment losses (*)

-

 

(37,611)

 

-

 

(37,611)

(26,348)

 

 

5,144,675

 

(2,091,918)

 

3,052,757

3,163,007

Property, plant and equipment in use

 

 

 

 

 

 

 

 

Vehicles

20%

 

9,630

 

(8,128)

 

1,502

1,946

Machinery and equipment

10%

 

48,538

 

(23,271)

 

25,267

28,237

Furniture and fixtures

10%

 

19,974

 

(13,229)

 

6,745

7,738

Computers and peripherals

20%

 

35,030

 

(24,865)

 

10,165

9,661

Communication equipment

10%

 

2,471

 

(1,393)

 

1,078

1,110

Facilities

10%

 

4,300

 

(3,503)

 

797

1,026

Maintenance center - Confins

10%

 

105,971

 

(44,316)

 

61,655

69,759

Leasehold improvements

20%

 

51,851

 

(40,810)

 

11,041

13,242

Construction in progress

-

 

11,060

 

-

 

11,060

8,670

 

 

288,825

 

(159,515)

 

129,310

141,389

 

 

5,433,500

 

(2,251,433)

 

3,182,067

3,304,396

Advances for aircraft acquisition

-

 

374,866

 

-

 

374,866

467,763

 

 

5,808,366

 

(2,251,433)

 

3,556,933

3,772,159

 

(*)   Refers to provisions recorded by the Company in order to present its assets according to the potential of monetary benefit generation.

 

 

56


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

16. Property, plant and equipment (Continued)

 

Consolidated (Continued)

 

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

 

 

Property, plant and equipment under finance lease

 

Other flight equipment (a)

Advances for acquisition of property, plant and equipment

 

Others

 

 

Total

As of December 31, 2012

2,224,036

1,008,972

481,289

171,502

3,885,799

Additions

106,101

318,707

411,584

6,570

842,962

Disposals

-

(8,223)

(425,110)

(3,056)

(436,389)

Depreciation

(154,440)

(332,146)

-

(33,627)

(520,213)

As of December 31, 2013

2,175,697

987,310

467,763

141,389

3,772,159

Additions

63,779

142,737

331,561

8,896

546,973

Disposals

-

-

(424,458)

(35)

(424,493)

Depreciation

(118,910)

(197,856)

-

(20,940)

(337,706)

As of September 30, 2014

2,120,566

932,191

374,866

129,310

3,556,933

 

(a)  Additions primarily represent: (i) total estimated costs to be incurred relating to the reconfiguration of the aircraft when returned and, (ii) capitalized costs related to major engine overhaul.

 

 

17.  Intangible assets

 

 

 

 

Goodwill

 

 

Trademark

Airport operating licenses

 

 

Software

 

 

Total

Balance as of December 31, 2012

542,302

6,348

1,038,900

112,381

1,699,931

Additions

-

-

-

51,035

51,035

Disposals

-

(6,348)

-

(9,675)

(16,023)

Amortizations

-

-

-

(40,753)

(40,753)

Balance as of December 31, 2013

542,302

-

1,038,900

112,988

1,694,190

Additions

17,863 (a)

-

-

36,200

54,063

Disposals

-

-

-

(4)

(4)

Amortizations

-

-

-

(31,477)

(31,477)

Balance as of September 30, 2014

560,165

-

1,038,900

117,707

1,716,772

 

(a) Refers to the goodwill generated by the difference between the equity and portion paid of Netpoints attributable to Smiles.

 

 

57


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

18.  Short and long-term debt

 

 

Maturity of

the contract

Effective rate (p.a.)

 

Individual

 

Consolidated

   

 

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Short-term debt

           

Local currency:

   

 

 

 

 

BNDES - Direct

Jul, 2017

6.15%

-

-

3,129

3,088

BDMG

-

-

-

-

-

5,203

Debentures IV

Sep, 2018

12.83%

-

-

147,482

-

Debentures Smiles

Jul, 2015

8.30%

-

-

499,337

-

Safra (a)

Dec, 2015

11.38%

-

-

66,401

32,299

Interest

-

-

-

-

30,936

19,689

 

 

-

-

747,285

60,279

Foreign currency (in US$):

 

 

 

 

 

 

J. P. Morgan

Feb, 2016

0.91%

 

-

52,554

51,524

FINIMP

Mar, 2015

3.87%

 

-

109,075

5,838

Engine Facility (Cacib)

Jun, 2021

2.52%

 

-

12,867

-

Interest

-

-

26,934

47,488

23,017

63,360

 

 

26,934

47,488

197,513

120,722

 

 

26,934

47,488

944,798

181,001

 

 

 

 

 

 

Financial lease

Jul, 2025

5.06%

-

-

284,315

259,833

Total short-term debt

 

 

26,934

47,488

1,229,113

440,834

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

Local currency:

 

 

 

 

 

 

Debentures IV

Sep, 2018

12.83%

-

-

442,447

597,741

Debentures V

Jun, 2017

12.72%

-

-

489,687

495,726

Safra (a)

Dec, 2015

11.38%

-

-

32,221

65,555

BDMG

 

 

-

-

-

15,704

BNDES - Direct

Jul, 2017

6.15%

-

-

5,678

8,001

 

 

-

-

970,033

1,182,727

Foreign currency (in US$):

 

 

 

 

 

 

J.P. Morgan

Feb, 2016

0.91%

-

-

24,190

1,540

Engine Facility (Cacib)

Jun, 2021

2.52%

-

-

149,380

-

Senior Bond I

Apr, 2017

7.63%

206,274

491,946

206,274

491,946

Senior Bond II

Jul, 2020

9.65%

377,429

691,028

377,429

691,028

Senior Bond III (b)

Feb, 2023

11.30%

86,231

-

75,427

426,489

Senior Bond IV

Jan, 2022

9.25%

776,712

-

776,712

-

Perpetual Bond

-

8.75%

490,201

468,520

438,731

419,326

 

 

1,936,847

1,651,494

2,048,143

2,030,329

 

 

1,936,847

1,651,494

3,018,176

3,213,056

 

 

 

 

 

 

Financial lease

Jul, 2025

5.06%

-

-

1,822,222

1,935,495

Total long-term debt

   

1,936,847

1,651,494

4,840,398

5,148,551

 

 

1,963,781

1,698,982

6,069,511

5,589,385

               

 

(a)     The total amount of the Safra loan as of September 30, 2014 was R$98,622, and held a deposit in guarantee in the amount of R$41,092 as shown in Note 6.

(b)     The Senior Bond issued on February 07, 2013 with maturity in 2023 was transferred from VRG to LuxCo along with the financial applications acquired on the date of issuance, as Note 18b.

 

58


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

18. Short and long-term debt (Continued)

 

The maturities of long-term debt as of September 30, 2014 are as follows:

 

Individual

 

 

 

2017

After

2018

Without

maturity date

 

Total

Foreign Currency (in US$):

 

 

 

 

Senior Bond I

206,274

-

-

206,274

Senior Bond II

-

377,429

-

377,429

Senior Bond III

-

86,231

-

86,231

Senior Bond IV

-

776,712

-

776,712

Perpetual Bond

-

-

490,201

490,201

Total

206,274

1,240,372

490,201

1,936,847

 

Consolidated

 

 

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

After

2018

Without maturity date

 

 

Total

Local currency:

 

 

 

 

 

 

 

BNDES - Direct

774

3,097

1,807

-

-

-

5,678

Safra

32,221

-

-

-

-

-

32,221

Debentures

-

300,000

300,000

332,134

-

-

932,134

32,995

303,097

301,807

332,134

-

-

970,033

Foreign currency (in US$):

 

 

 

 

 

 

 

J.P. Morgan

12,477

11,713

-

-

-

-

24,190

Engine Facility (Cacib)

3,277

13,110

13,110

13,110

106,773

-

149,380

Senior Bond I

-

-

206,274

-

-

-

206,274

Senior Bond II

-

-

-

-

377,429

-

377,429

Senior Bond III

-

-

-

-

75,427

-

75,427

Senior Bond VI

-

-

-

-

776,712

-

776,712

Perpetual Bond

-

-

-

-

-

438,731

438,731

15,754

24,823

219,384

13,110

1,336,341

438,731

2,048,143

 

 

 

 

 

 

 

Total

48,749

327,920

521,191

345,244

1,336,341

438,731

3,018,176

 

The fair values of Senior and Perpetual Bonds as of September 30, 2014 are as follows:

 

 

Individual

Consolidated

 

Book

Market

Book

Market

Senior Bonds (a)

1,446,646

1,489,062

1,435,842

1,489,062

Perpetual Bond

490,201

442,543

438,731

396,076

 

(a)     Senior and Perpetual Bonds’ market prices are obtained through the current market quotations (level 1).

 

 

59


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

18. Short and long-term debt (Continued)

 

a)    Covenants

 

Long-term financing (excluding perpetual bonds and financing of aircraft) in the total amount of R$2,579,445, as of September 30, 2014 (R$2,793,730 as of September 30, 2013), hold clauses and contratual restrictions, including but not limited to those that require the Company to maintain the liquidity requirements defined  and the cover of expenses with interest.

 

The Company has restrictive covenants in its financing agreements with the following financial institutions: Bradesco and Banco do Brasil (Debentures IV e V), with semi-annual measurements.

 

As of September 30, 2014, the funding by the debentures IV and V have the following restrictive clauses: (i) net debt/EBITDAR below 5.69, and (ii) coverage of debt (CID) of at least 1.53. Based on the measurements, the following indexes were obtained: (i) net debt/EBITDA of 2.65; and (ii) coverage of debt (CID) of 2.11. Accordingly, as of September 30, 2014, the Company was in compliance with the limits stablished on the agreement. The next measurement will be on December 31, 2014, based on the same date.

 

b)    New loans raised on the three-month period ended September 30, 2014

 

Import Financing (Finimp)

 

On July 16, 2014, the Company, through its subsidiary VRG, obtained a loan in the amount of R$21,390 (US$9,638 at the loan date) with Banco do Brasil, with maturity of 359 days on July 10, 2015, interest rate of 4.20% p.a. and a promissory note of 143% of the amount of the loan as guarantee. On August 01, 2014, the Company, through its subsidiary VRG, obtained a loan in the amount of R$23,594 (US$10,436 at the loan date) with Banco Safra, with maturity of 360 days on July 27, 2015 and interest rate of 3.08% p.a. This loan has as guarantee one promissory note in the total amount of the loan. Both loans are part of a credit line for import financing (Finimp) for purchase of spare parts and aircraft equipment.

 

Senior Bonds Notes - 2022

 

On September 24, 2014, the Company, through its subsidiary LuxCo, issued senior bonds in the amount of R$796,575 (US$325,000 at the loan date), with the guarantee provided from the Company. The senior bonds has the maturity on 2022, with semmiannual interest payment of 8.87% p.a. The funds raised were used primarily to repurchase part of offshore debt securities issued with maturities in 2017, 2020 and 2023. The total amount of R$776,712 raised, net of costs of R$19,863. The costs are related to reports procedures of R$9,554 and taxes and fees in the amount of R$10,309. The senior notes may be redeemed at face value after 4 years from the issuance date.

 

60


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

18. Short and long-term debt (Continued)

 

b)    New loans raised on the three-month period ended September 30, 2014 (Continued)

 

Senior Bonds repurchase

 

During the three-month period ended September 30, 2014, the Company the Company repurchased and canceled in advance part of the Senior Bonds I, II and III Bonus through its own resources. Information relating to these transactions is detailed below:

 

Repurchase date

Bond

Interest

rate (p.a.)

Amount in

US$

Amount in

Reais

Financial expense as of 09/30/2014

07/29/2014

Senior I

7.50%

88,162

216,085

11,762

09/24/2014

Senior I

7.50%

37,679

92,351

6,080

09/24/2014

Senior II

9.25%

141,565

346,976

16,137

07/29/2014

Senior III

10.75%

98,909

242,426

19,507

09/24/2014

Senior III

10.75%

45,654

111,898

4,794

 

 

 

411,969

1,009,736

58,280

 

As of September 30, 2014, the outstanding debts amounted to US$84,159 (equivalent to R$206,274) for the Senior Bond I, US$158,435 (equivalent to R$377,429) for the Senior Bond II and US$35,182 (equivalent to R$75,427) for the Senior Bond III.

 

c)    Financial leases

 

The future payments of financial leasing contracts indexed to U.S. Dollar are detailed below:

 

Consolidated

09/30/2014

12/31/2013

2014

88,574

356,642

2015

378,840

362,099

2016

368,341

352,050

2017

340,890

325,813

2018

335,058

320,240

Beyond 2018

918,643

862,149

Total minimum lease payments

2,430,346

2,578,993

Less total interest

(323,809)

(383,665)

Present value of minimum lease payments

2,106,537

2,195,328

Less current portion

(284,315)

(259,833)

Noncurrent portion

1,822,222

1,935,495

 

The discount rate used to calculate the present value of the minimum lease payments was 5.06% as of September 30, 2014 (5.20% as of December 31, 2013). There are no significant differences between the present value of minimum lease payments and the fair value of these financial liabilities.

 

 

61


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

18. Short and long-term debt (Continued)

 

c)    Financial leases (Continued)

 

The Company extended the maturity date of the financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables the performance of calculated withdrawals to be settled at the end of the lease agreement. As of September 30, 2014, the withdrawals made for the repayment at maturity date of the lease agreements amount to R$146,210 (R$123,879 as of December 31, 2013) and are recorded in long-term debt.

 

 

19.  Salaries, wages and benefits

 

Individual

Consolidated

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Salaries

-

-

192,899

135,027

INSS and FGTS recoverable

478

1,088

50,506

45,630

Profit sharing plan

-

-

48,368

51,650

Others

9

4

4,754

1,277

487

1,092

296,527

233,584

 

 

20.  Taxes payable

 

 

Individual

Consolidated

 

09/30/2014

12/31/2013

09/30/2014

12/31/2013

 

 

 

 

 

PIS and COFINS

-

-

26,374

37,926

REFIS

13,648

13,872

32,076

32,490

IRRF on Payroll

2

1

16,709

23,175

ICMS

-

-

34,820

32,440

Tax on import

-

-

3,467

3,467

CIDE

174

84

1,672

2,686

IOF

61

62

61

62

IRPJ and CSLL to pay

-

-

14,385

15,838

Others

18

4

8,026

7,384

13,903

14,023

137,590

155,468

 

 

 

 

Current

1,430

1,246

74,205

94,430

Noncurrent

12,473

12,777

63,385

61,038

 

 

62


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

20. Taxes payable (Continued)

 

Adoption of the Law nº 12,973/2014 (Provisional Measure 627/2013)

 

On November, 2013 the provisional measure n. 627 was issued establishing that non-taxation over the profit and dividends calculated based on results from January 01, 2008 to December 31, 2013 by the Companies taxable based on actual profits, presumed or arbitrate, paid until the date of the provisional measure publication, in higher values that the ones calculated by the current accounting policies on December 31, 2007 since the Company has already paid the profit or dividends the anticipated adoption by 2014.

 

On May, 2014, the provisional measure was converted to Law n. 12,973, resulting in significant changes to the previously established, along with dividends, return on own capital and investments measurement through equity. A change from provisional measure n. 627 to Law n. 12,973, was the unconditional non-taxation for the profits and dividends calculated based on the results from January 01, 2008 to December 31, 2013.

 

In order to ensure tax neutrality established in Law n. 11,941, from 2009, since dividend payments occurred until the date of the law’s publication, the Company and its subsidiary Smiles S.A.’s managements chose the early adoption of the Law through DCTF related to May, 2014. Thus, it will be guaranteed the usage of the equity measured in accordance with the Law no. 6404 from 1976, for purposes of calculating the limits as per laws related to the tax effects of interest on capital.

 

The Company analyzed the potential effects on the Law n. 12,973 adoption and concluded that there are no significant effects on its interim financial information as of September 30, 2014 and December 31, 2013 on GLAI and Smiles. On VRG and Webjet, the Company will analyse the impacts of the adoption of the Law and the related effects will be registered starting as from January 01, 2015.

 

 

21.  Advance ticket sales

 

As of September 30, 2014, the balance of transport to perform classified in current liabilities was R$1,272,118 (R$1,219,802 as of December 31, 2013) and is represented by 6,527,844  coupons tickets sold and not yet used (5,951,486 as of December 31, 2013) with an average use of 118 days (111 days as of December 31, 2013).

 

 

63


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

22.  Mileage program

 

As of September 30, 2014, the balance of Smiles deferred revenue is R$209,070 (R$195,935 as of December 31, 2013) and R$515,985 (R$456,290 as of December 31, 2013) classified in the current and noncurrent liabilities, respectively and the number of outstanding miles as of September 30, 2014 amounted to 40,786,510,740.

 

 

23.  Advances from customers

 

The Company performs advance miles sales and recorded such under "Advances from Customers". As of September 30, 2014, the outstanding balance related to these anticipated sales is as follows:

 

 

Consolidated

09/30/2014

12/31/2013

Financial institutions (a)

19,530

169,649

Others

2,288

1,755

21,818

171,404

 

 

Current

21,818

167,759

Noncurrent

-

3,645

 

(a)     A portion of the amount in the current liabilities of R$6,765 (R$166,004 as of December 31, 2013) is related to the miles sales agreement in the approximately total amount of R$400,000 signed on April 08, 2013  along with the financial institutions Bradesco S.A., Banco do Brasil S.A. and Santander S.A.

 

 

64


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

24.  Provisions

 

 

 

Insurance

Provision

 

Provision for anticipated return of Webjet’s aircraft (a)

Provision for aircraft and engine return of VRG and Webjet (b)

 

 

Lawsuits (c)

 

 

 

Total

Balance on December 31, 2013

17,519

12,381

334,909

117,565

482,374

Additional provisions recognized

1,699

-

49,170

7,718

58,587

Utilized provisions

(16,889)

(8,844)

(81,892)

(26,556)

(134,181)

Foreign exchange

(1)

(115)

40,179

(899)

39,164

Balance on September 30, 2014

2,328

3,422

342,366

97,828

445,944

         

As of December 31, 2013

         

Current

17,519

12,381

169,571

-

199,471

Noncurrent

-

-

165,338

117,565

282,903

17,519

12,381

334,909

117,565

482,374

         

As of September 30, 2014

 

 

 

 

 

Current

2,328

3,422

174,146

-

179,896

Noncurrent

-

-

168,220

97,828

266,048

2,328

3,422

342,366

97,828

445,944

 

a)    Provision for anticipated return of aircraft

 

In 2011, according to the strategic planning of Webjet, a provision for the anticipated return of aircraft was recorded. This provision was calculated based on the expected return of 18 aircraft Boeing 737-300 with operating leases contracts, as part of the Company's fleet renewal. During the Nine-month period ended September 30, 2014 the Company completed 6 aircraft return with the following prefixs: PR-WJA, PR-WJV, PR-WJB, PR-WJD, PR-WJF and PR-WJH.

 

b)    Return of aircraft and engines

 

The returns provisions consider the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure the aircraft without purchase option, as prescribed in the returns conditions of the lease contracts, and which is capitalized in fixed assets (aircraft reconfigurations/overhauling), as described in Note 16.

 

c)    Lawsuits

 

As of September 30, 2014 the Company and its subsidiaries are parties to 28,637 (8,146 labor and 20,491 civil) lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operation (those arising from the Company’s normal course of operations), and Succession (those arising from the succession of former Varig S.A. obligations).

 

 

65


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

24. Provisions (Continued)

 

c)    Lawsuits (Continued)

 

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

 

 

Operation

Succession

Total

Civil lawsuits

17,409

400

17,809

Civil proceedings

2,672

10

2,682

Labor lawsuits

4,630

3,294

7,924

Labor proceedings

220

2

222

 

24,931

3,706

28,637

 

The civil lawsuits are primarily related to compensation claims generally related to flight delays and cancellations, baggage loss and damage. The labor claims primarily consist of discussions related to overtime, hazard pay, and wage differences.

 

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

 

 

09/30/2014

12/31/2013

Civil

52,354

66,294

Labor

45,474

51,271

 

97,828

117,565

 

Provisions are reviewed based on the progress of the proceedings and history of losses based on the best current estimate for labor and civil lawsuits.

 

There are other civil and labor lawsuits assessed by management and its legal counsel as possible risks, in the estimated amount as of September 30, 2014 of R$18,310 for civil claims and R$3,251 for labor claims (R$13,226 and R$3,929 as of December 31, 2013 respectively), for which no provisions are recognized.

 

The tax lawsuits below were evaluated by the Companys’ management and its legal consultants as being relevant and with probable risk as of September 30, 2014:

 

·  GLAI is discussing the non-incidence of taxation of PIS and COFINS on revenues generated by the interest on capital in the amount of R$37,750, related to the years from 2006 to 2008, paid by its subsidiary GTA Transportes Aéreos S.A., succeeded by VRG on September 25, 2008. According to the opinion of the Company’s legal counsel and based on the jurisprudence occurred in recent events, the Company classified this case as possible loss, without a provision registered for the related amount. Additionally, the Company maintains a letter of credit with Bic Banco with a partial guarantee on the lawsuit value of R$21,131 as disclosed in Note 6.

 

 

66


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

24. Provisions (Continued)

 

c)    Lawsuits (Continued)

 

·  Tax on Services (ISS), the amount of R$15,970 arising from assessment notices issued by the Prefeitura do Município de São Paulo against the Company, in the period from January, 2007 to December, 2010 regarding a possible ISS taxation on partners agreements. The classification of the possible risk stems from the matters under discussion and are interpretative, and involves discussions of factual and evidential materials, and has no final positioning of the Superior Courts.

·  Customs Penalty in the amount of R$33,604 relating to assessment notices issued against the Company for alleged breach of customs rules regarding procedures for temporary import of aircraft. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.

·  BSSF goodwill (BSSF Air Holdings), in the amount of R$42,835 related to Infraction notices due to the deductibility of the goodwill allocated to future profitability. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.

·  VRG’s goodwill in the amount of R$16,674 resulted from summons of violation related to the deductibility of the goodwill classified as future payment. The classification of probable risk arises from the absence of a final opinion from the Superior Courts.

 

There are other lawsuits considered by the Company’s management and its legal counsel as possible risk, in the estimated amount of R$18,310 which added to the lawsuits mentioned above, amount to R$165,143 as of September 30, 2014.

 

The Company and its subsidiaries are challenging in the court the ICMS levied on aircraft and engines imported under aircraft lease transactions without purchase options in transactions carried out with lessors’ registered in foreign countries. The Company and its subsidiaries’ management understand that these transactions represent simple leases in view of the contractual obligation to return the assets that are the subject matter of the contract.

 

The Management believes that there is no evidence of goods circulation and so, there are no legal events to generate the ICMS taxation. Based on the legal counsel opinion and supported by similar lawsuits with favorable decisions to taxpayers by the Superior Court of Justice (STJ) and Supreme Federal Court (STF) in the second quarter of 2007, the Company understands that the likelihood of loss is remote, and thus did not recognize provisions for these amounts. As of September 30, 2014 the estimated aggregated amount of the ongoing lawsuits related to the non-levy of ICMS tax on said imports is R$240,599 (R$229,450 as of December 31, 2013) adjusted for inflation, not including late payment charges. On September 11, 2014, the Federal Supreme Court (STF) granted the lawsuit declaring the non-levy of ICMS on imports of merchandise under financial leasing.

 

 

67


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

25.  Shareholders’ equity

 

a)    Issued capital

 

As of September 30, 2014, the Company’s capital is represented by 283,115,806 shares, of which 143,858,204 are common shares and 139,257,602 are preferred shares. The Fundo de Investimento em Participações Volluto is the Company’s controlling fund, which is equally controlled by Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

 

Shares are held as follows:

 

 

09/30/2014

12/31/2013

 

Common

Preferred

Total

Common

Preferred

Total

Fundo Volluto

100.00%

21.17%

61.23%

100.00%

22.30%

62.38%

Delta Airlines, Inc.

-

5.96%

2.93%

-

6.15%

2.98%

Wellington Management Company

-

5.48%

2.69%

-

10.49%

5.08%

Fidelity Investments

-

5.05%

2.48%

-

5.21%

2.52%

Treasury shares

-

1.50%

0.74%

-

1.59%

0.77%

Other

-

1.33%

0.65%

-

1.51%

0.73%

Free float

-

59.51%

29.28%

-

52.75%

25.54%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

 

The authorized share capital, as of September 30, 2014, was R$4.0 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless of any amendment to its bylaws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. Under the law terms, in case of capital increase, the Board of Directors will define the issuance conditions, including pricing and payment terms.

 

On the Board of Director’s General Meeting held on August 12, 2014, it was approved the capital increase in the total amount of R$116,403, which the amount of R$116,357 proceeding from Air France - KLM S.A. investment ("Air France KLM"), subscribed by 4,246,620 Company’s preferred shares.

 

As of September 30, 2014, the Company’ shares are traded on BM&FBOVESPA at R$11.70 per share and US$4.81 per share on the New York Stock Exchange (R$10.48 and US$4.57 on December 31, 2013). The book value per share as of September 30, 2014 is R$0.67 (R$2.33 as of December 31, 2013).

 

 

68


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

25. Shareholders’ equity (Continued)

 

b)    Retained earnings

 

Legal reserve

 

It is recognized by allocating 5% of the profit for the year after the absorption of accumulated losses in accordance with Article 193 of Law 11,638/07, limited to 20% of the capital, according to the Brazilian Corporate Law and the Company’s bylaws.

 

c)    Dividends

 

The Company’s bylaws provide for a mandatory minimum dividend to be paid to common and preferred shareholders, in the aggregate of at least 25% of annual adjusted profit after resevers in accordance with the Corporate Law (6,404/76). The Brazilian Corporate Law, permits the payment of cash dividends only from retained earnings, and certain reserves recognized in the Company’s statutory accounting records.

 

d)    Treasury shares

 

As of September 30, 2014, the Company holds 2,083,875 treasury shares, totaling R$31,262, with a market value of R$24,469 (R$32,116 in shares with market value of R$22,499 as of December 31, 2013).

 

e)    Share-based payments

 

As of September 30, 2014, the balance of share-based payments reserve was R$90,803 (R$85,438 as of December 31, 2013). The Company recorded a share-based payment expense amounting to R$6,219 related to the Company’s controlling shareholders, of which R$1,069 is related to Smiles, and R$890 related to its non-controlling shareholders in the period ended September 30, 2014, with a corresponding expense classified as personnel costs under the statement of profit or loss (R$6,183 related to the Company’s controlling shareholders and R$905 related to its non-controlling shareholders as of December 31, 2013).

 

f)     Other comphensive income

 

The fair value measurement of financial instruments designated as cash flow hedges is recognized as “Other Comphensive Income”, net of tax effects. The balance as of September 30, 2014 corresponds to a net loss of R$96,037 (net loss of R$18,162 as of December 31, 2013) as per Note 31.

 

69


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

25. Shareholders’ equity (Continued)

 

g)    Cost on issued shares

 

As of September 30, 2014, the balance of costs on issued shares was R$36,886 on the parent company and R$150,214 on the consolidated balance (R$31,951 on the parent company and R$145,279 on consolidated as of December 31, 2013). On August 12, 2014, the Company registered the amount of R$4,935 related the costs on issuance of shares resulting from the capital increase from the AirFrance-KLM, as Note 25a.

 

 

26.  Sales revenue

 

The net sales revenue has the following composition:

 

Consolidated

Three-month

period ended on

Nine-month

period ended on

09/30/2014

09/30/2013

09/30/2014

09/30/2013

Passenger transportation

2,282,334

2,110,928

6,886,714

5,863,926

Cargo

82,902

82,580

243,853

237,726

Other revenue

241,776

168,026

630,859

494,440

Gross revenue

2,607,012

2,361,534

7,761,426

6,596,092

 

 

 

 

Related taxes

(145,320)

(131,033)

(425,046)

(368,090)

Net revenue

2,461,692

2,230,501

7,336,380

6,228,002

 

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

 

Revenue by geographical segment is as follows:

 

 

Consolidated

 

Three-month

period ended on

Nine-month

period ended on

 

09/30/2014

%

09/30/2013

%

09/30/2014

%

09/30/2013

%

Domestic

2,151,149

87.4

1,999,851

89.7

6,436,281

87.8

5,645,677

90.6

International

310,543

12.6

230,650

10.3

900,099

12.2

582,325

9.4

Net revenue

2,461,692

100.0

2,230,501

100.0

7,336,380

100.0

6,228,002

100.0

                   

 

 

70


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

27.  Costs of services, administrative and selling expenses

 

 

Individual

 

Three-month

period ended on

Nine-month

period ended on

 

09/30/2014

09/30/2013

09/30/2014

09/30/2013

 

Total

%

Total

%

Total

%

Total

%

Personnel (a)

(2,438)

64.1

(2,611)

(7.4)

(5,383)

(8.4)

(6,391)

(6.9)

Services rendered

(1,128)

29.7

(4,918)

(13.9)

(4,998)

(7.8)

(6,142)

(6.7)

Sale-leaseback transactions (b)

(1,153)

30.3

47,107

132.9

73,920

115.9

109,128

118.4

Other operating revenue

(expenses)

915

(24.1)

(4,128)

(11.6)

227

(0.4)

(4,433)

(4.8)

 

(3,804)

100.0

35,450

100.0

63,766

100.0

92,162

100.0

 

 

Consolidated

 

Three-month period ended on

 

09/30/2014

 

Cost of services

 

Selling expenses

 

Administrative expenses

Other operating income

 

 

Total

 

 

%

Personnel (a)

(287,065)

(12,617)

(57,931)

-

(357,613)

15.5

Fuel and lubricants

(931,592)

-

-

-

(931,592)

40.3

Aircraft rental

(201,174)

-

-

-

(201,174)

8.7

Aircraft insurance

(6,417)

-

-

-

(6,417)

0.3

Maintenance materials and repairs

(109,963)

-

-

-

(109,963)

4.8

Traffic services

(87,812)

(27,494)

(60,423)

-

(175,729)

7.6

Sales and marketing

-

(145,138)

(239)

-

(145,377)

6.3

Tax and landing fees

(154,425)

-

-

-

(154,425)

6.7

Depreciation and amortization

(93,236)

(3)

(16,383)

-

(109,622)

4.7

Sale-leaseback transactions (b)

-

-

-

(1,153)

(1,153)

0.1

Other, net

(98,030)

(8,052)

(9,824)

-

(115,906)

5.0

(1,969,714)

(193,304)

(144,800)

(1,153)

(2,308,971)

100.0

 

Consolidated

Three-month period ended on

09/30/2013

 

Cost of services

 

Selling expenses

 

Administrative expenses

Other operating income

 

 

Total

 

 

%

Personnel (a)

(257,127)

(11,360)

(54,297)

-

(322,784)

14.7

Fuel and lubricants

(913,888)

-

-

-

(913,888)

41.6

Aircraft rental

(182,183)

-

-

-

(182,183)

8.3

Aircraft insurance

(5,166)

-

-

-

(5,166)

0.2

Maintenance materials and repairs

(115,541)

-

-

-

(115,541)

5.3

Traffic services

(97,551)

(23,541)

(52,304)

-

(173,396)

7.9

Sales and marketing

-

(127,667)

-

-

(127,667)

5.8

Tax and landing fees

(148,079)

-

-

-

(148,079)

6.8

Depreciation and amortization

(112,323)

(4)

(40,986)

-

(153,313)

7.0

Sale-leaseback transactions (b)

-

-

-

42,426

42,426

(1.9)

Other, net

(64,840)

(14,299)

(14,736)

-

(93,875)

4.3

(1,896,698)

(176,871)

(162,323)

42,426

(2,193,466)

100.0

 

 

 

71


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

27. Costs of services, administrative and selling expenses (Continued)

 

 

Consolidated

Nine-month period ended on

09/30/2014

 

Cost of services

 

Selling expenses

 

Administrative expenses

Other operating income

 

 

Total

 

 

%

Personnel (a)

(846,751)

(35,996)

(149,294)

-

(1,032,041)

14.7

Fuel and lubricants

(2,850,956)

-

-

-

(2,850,956)

40.7

Aircraft rent

(627,169)

-

-

-

(627,169)

9.0

Aircraft insurance

(16,078)

-

-

-

(16,078)

0.2

Maintenance materials and repairs

(337,896)

-

(2)

-

(337,898)

4.8

Traffic services

(263,727)

(92,057)

(187,814)

-

(543,598)

7.8

Sales and marketing

-

(467,033)

(581)

-

(467,614)

6.7

Tax and landing fees

(448,237)

-

-

-

(448,237)

6.4

Depreciation and amortization

(322,463)

(3)

(46,717)

-

(369,183)

5.2

Sale-leaseback transactions (b)

-

-

-

73,920

73,920

(1.1)

Other, net

(274,159)

(23,615)

(83,326)

-

(381,100)

5.6

(5,987,436)

(618,704)

(467,734)

73,920

(6,999,954)

100.0

 

Consolidated

Nine-month period ended on

09/30/2013

 

Cost of services

 

Selling expenses

 

Administrative expenses

Other operating income

 

 

Total

 

 

%

Personnel (a)

(744,083)

(52,574)

(148,195)

-

(944,852)

15.4

Fuel and lubricants

(2,638,793)

-

-

-

(2,638,793)

43.1

Aircraft rent

(490,607)

-

-

-

(490,607)

8.0

Aircraft insurance

(15,406)

-

-

-

(15,406)

0.3

Maintenance materials and repairs

(290,182)

-

-

-

(290,182)

4.7

Traffic services

(229,417)

(83,225)

(137,972)

-

(450,614)

7.4

Sales and marketing

-

(327,087)

-

-

(327,087)

5.3

Tax and landing fees

(416,720)

-

-

-

(416,720)

6.8

Depreciation and amortization

(322,600)

(4)

(57,861)

-

(380,465)

6.2

Sale-leaseback transactions (b)

-

-

-

109,128

109,128

(1.8)

Other, net

(225,359)

(20,765)

(33,148)

-

(279,272)

4.6

(5,373,167)

(483,655)

(377,176)

109,128

(6,124,870)

100.0

 

(a)     The Company recognizes the cost of the Audit Committee and Board of Directors on “personnel”.

(b)     The amount of R$73,920 (R$109,128 as of September 30, 2013) comprises the gains fully recognized and deferred losses from sale-leaseback transactions. During the nine-month period ended September 30, 2014, the Company held sale-leaseback transactions related to 9 aircraft (14 aircraft for the nine-month period ended September 30, 2013).

 

 

72


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

28.  Financial result

 

Individual

Three-month

period ended on

Nine-month

period ended on

09/30/2014

09/30/2013

09/30/2014

09/30/2013

Financial income

 

 

 

 

Income from short-term investments and

investment funds

1,318

664

4,786

3,340

Monetary variation

508

539

1,733

1,516

Other

91

4,899

4,024

12,494

1,917

6,102

10,543

17,350

Financial expenses

 

 

 

 

Losses from derivatives

(49)

(11,881)

(15,901)

(19,558)

Interest on short and long-term debt

(38,595)

(36,889)

(131,032)

(111,239)

Bank interest and expenses

(1,553)

(204)

(2,242)

(789)

Other

(60,787)

(1,419)

(61,683)

(2,360)

(100,984)

(50,393)

(210,858)

(133,946)

 

 

 

 

Foreign exchange variation, net

(152,420)

23,200

(28,086)

(70,454)

 

 

 

 

Total

(251,487)

(21,091)

(228,401)

(187,050)

 

 

Consolidated

 

Three-month

period ended on

Nine-month

period ended on

 

09/30/2014

09/30/2013

09/30/2014

09/30/2013

Financial income

 

 

 

 

Income from derivatives

74,398

120,254

164,153

270,154

Income from short-term investments

and investment funds

30,175

77,695

97,705

98,576

Monetary variation

11,421

2,558

15,906

8,578

Other

2,554

2,028

11,848

5,435

118,548

202,535

289,612

382,743

Financial expenses

 

 

 

 

Losses from derivatives

(40,026)

(173,089)

(300,952)

(309,665)

Interest on short and long-term debt

(150,056)

(136,209)

(426,060)

(387,002)

Bank interest and expenses

(5,253)

(6,041)

(16,615)

(36,346)

Monetary variation

(796)

(993)

(2,906)

(2,753)

Other (a)

(76,165)

(48,141)

(104,182)

(66,291)

(272,296)

(364,473)

(850,715)

(802,057)

 

 

 

 

Foreign exchange variation, net (b)

(281,135)

(24,848)

(173,257)

(299,379)

 

 

 

 

Total

(434,883)

(186,786)

(734,360)

(718,693)

 

(a)     From the total amount, R$21,648 (individual and consolidated) is related to the difference between the face and the market value of the bonds and R$58,280 (consolidated) corresponds to expenses related to bonds repurchase, as Note 18.

(b)     From the net amount of R$173,259 for the nine-month period ended on September 30, 2014, portion of R$82,227 is related to the cash loss of the Bolívar Venezuelano, as described in Note 4.

 

73


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

29.  Operating segment

 

Operating segments are defined as business activities from which it may earn revenues and incur expenses, which operating results are regularly reviewed by the relevant decision makers to evaluate performance and allocate resources to the segments.

 

As of January 01, 2013, as a result of the Smiles Program as an independent entity, the Company presents two operating segments: the flight transportation segment and the customer’s loyalty program segment.

 

The flight transportation segment offers regular transportation of passenger and cargo, and the customer’s loyalty program segment consists on the granting of credit reward miles to participants who can use them to redeem rewards, mainly airline tickets.

 

The accounting policies of the operating segments are the same as those applied to the consolidated financial statements. Additionally, the Company has distinct natures between the two reportable segments, which prevents any form of cost allocation, so there is no common costs and revenues between operating segments.

 

The information below presents the summarized financial position related to reportable segments for the nine-month period ended September 30, 2014:

 

a)    Assets and liabilities of the operational segment

 

 

09/30/2014

Flight

transportation

Smiles loyalty

program

Combined information

Eliminations and adjustments to align accounting

policies

Total consolidated

Assets

 

 

     

Current

3,117,846

636,919

3,754,765

(456,678)

3,298,087

Noncurrent

7,197,665

944,671

8,142,336

(1,002,037)

7,140,299

Total assets

10,315,511

1,581,590

11,897,101

(1,458,715)

10,438,386

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

3,891,011

784,481

4,675,492

(396,002)

4,279,490

Noncurrent

6,235,527

403,265

6,638,792

(848,714)

5,790,078

Shareholder’s equity

188,973

393,844

582,817

(213,999)

368,818

Total liabilities and shareholder’s equity

10,315,511

1,581,590

11,897,101

(1,458,715)

10,438,386

 

 

74


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

29. Operating segment (Continued)

 

a)    Assets and liabilities of the operational segment (Continued)

 

 

09/30/2013

 

 

Flight

transportation

 

Smiles loyalty

program

 

 

Combined information

Eliminations and adjustments to align accounting

policies

 

 

Total consolidated

Assets

 

       

Current

3,158,731

834,116

3,992,847

(427,138)

3,565,709

Noncurrent

7,727,103

1,110,034

8,837,137

(1,764,398)

7,072,739

Total assets

10,885,834

1,944,150

12,829,984

(2,191,536)

10,638,448

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

3,501,303

344,120

3,845,423

(398,632)

3,446,791

Noncurrent

6,733,604

270,974

7,004,578

(1,031,421)

5,973,157

Shareholder’s equity

650,927

1,329,056

1,979,983

(761,483)

1,218,500

Total liabilities and shareholder’s equity

10,885,834

1,944,150

12,829,984

(2,191,536)

10,638,448

 

b)    Income and expenses of the operational segment

 

 

09/30/2014

 

 

 

Fligh

Transportation

 

Smiles loyalty

Program

 

 

Combined

information

Eliminations and adjustments to align accounting

policies

 

 

Total consolidated

Net revenue

   

 

 

 

Passenger

6,490,881

-

6,490,881

114,165

6,605,046

Cargo and other

672,241

-

672,241

(13,554)

658,687

Miles redeemed revenue

-

564,227

564,227

(491,580)

72,647

Costs

(5,987,435)

(308,569)

(6,296,004)

308,568

(5,987,436)

Net income

1,175,687

255,658

1,431,345

(82,401)

1,348,944

 

 

 

 

 

Operating expenses

 

 

 

 

 

Sales and marketing

(638,206)

(44,647)

(682,853)

64,149

(618,704)

Administrative expenses

(447,452)

(23,886)

(471,338)

3,604

(467,734)

Other operating revenue, net

73,920

-

73,920

-

73,920

(1,011,738)

(68,533)

(1,080,271)

67,753

(1,012,518)

 

 

 

 

 

Equity in subsidiaries

100,896

(2,170)

98,726

(100,896)

(2,170)

 

 

 

 

 

Finance result

 

 

 

 

 

Financial income

262,534

140,439

402,973

(113,361)

289,612

Financial expense

(947,565)

(16,510)

(964,075)

113,360

(850,715)

Exchange rate changes, net

(172,077)

(1,180)

(173,257)

-

(173,257)

 

 

 

 

 

Loss (income) before income tax and social contribution

(592,263)

307,704

(284,559)

(115,545)

(400,104)

 

 

 

 

 

Current and deferred income tax and social contribution

14,510

(105,640)

(91,130)

4,980

(86,150)

Total loss (income), net

(577,753)

202,064

(375,689)

(110,565)

(486,254)

Attributable to Company’ shareholders

-

-

-

-

(577,754)

Attributable to non-controlling Company’ shareholders

-

-

-

-

91,500

             

 

 

75


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

29. Operating segment (Continued)

 

b)    Income and expenses of the operational segment (Continued)

 

09/30/2013

 

Fligh

Transportation

 

Smiles loyalty

Program

 

 

Combined

information

Eliminations and adjustments to align accounting

policies

 

 

Total consolidated

Net revenue

       

 

Passenger

5,663,631

-

5,663,631

7,179

5,670,810

Cargo and other

526,207

-

526,207

(9,315)

516,892

Miles redeemed revenue

-

385,789

385,789

(345,489)

40,300

 

 

 

 

 

Costs

(5,356,426)

(209,419)

(5,565,845)

192,678

(5,373,167)

Net income

833,412

176,370

1,009,782

(154,947)

854,835

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

Sales and marketing

(562,412)

(29,326)

(591,738)

108,083

(483,655)

Administrative expenses

(374,372)

(23,155)

(397,527)

20,351

(377,176)

Other operating revenue, net

109,128

-

109,128

-

109,128

 

 

 

 

 

Finance result

 

 

 

 

 

Financial income

385,860

81,428

467,288

(84,545)

382,743

Financial expense

(886,544)

(58)

(886,602)

84,545

(802,057)

Exchange rate changes, net

(299,245)

(134)

(299,379)

-

(299,379)

 

 

 

 

 

Loss (income) before income tax and social contribution

(794,173)

205,125

(589,048)

(26,513)

(615,561)

 

 

 

 

 

Current and deferred income tax and social contribution

(34,780)

(63,958)

(98,738)

9,014

(89,724)

 

 

 

 

 

Total loss (income), net

(828,953)

141,167

(687,786)

(17,499)

(705,285)

 

 

 

 

 

Attributable to non-controlling Company’ shareholders

-

-

-

-

(748,768)

Attributable to Company’ shareholders

-

-

-

-

43,483

 

In the individual interim financial information - ITR of the subsidiary Smiles S.A., which represents the segment Smiles Loyalty Program and in the information provided to the relevant decision makers, the revenue recognition occurs upon redemption of the miles by the participants. Under this perspective, this measurement is appropriate given that this is when the revenue recognition cycle is complete. At this point, Smiles has transferred to its suppliers the obligation to provide services or deliver products to its customers.

 

 

76


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

29. Operating segment (Continued)

 

b)    Income and expenses of the operational segment (Continued)

 

However, from a consolidated perspective, the revenue recognition cycle related to miles exchanged for flight tickets is only complete when the passengers are effectively transported. Therefore, for purposes of reconciliation with the consolidated assets, liabilities and results, as well as for purposes of equity method of accounting and for consolidation purposes, the Company performed, besides eliminations entries, consolidating adjustments to adjust the accounting practices related to Smiles’ revenues. In this case, under the perspective of the consolidated financial statements, the miles that were used to redeem airline tickets are only recognized as revenue when passengers are transported, in accordance with accounting practices and policies adopted by the Company.

 

 

30.  Commitments

 

As of September 30, 2014 the Company holds 130 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. The approximate amount of firm orders, not including the contractual discounts, is R$36,394,836 (corresponding to US$14,848,974 at the reporting date) and are segregated according to the following years:

 

09/30/2014

12/31/2013

2014

-

1,764,882

2015

1,221,549

1,167,524

2016

1,278,106

1,221,579

2017

1,967,979

1,880,941

2018

1,344,202

1,284,752

Beyond 2018

30,583,000

29,230,410

36,394,836

36,550,088

 

As of September 30, 2014, from the total orders mentioned above, the Company holds commitments in the amount of R$4,931,839 (corresponding to US$2,032,451 at the reporting date) related to advances for aircraft acquisition, to be disbursed in accordance with the following schedule:

 

09/30/2014

12/31/2013

2014

47,849

163,368

2015

267,546

255,714

2016

142,302

136,009

2017

247,202

236,269

2018

600,823

574,250

Beyond 2018

3,626,117

3,465,745

4,931,839

4,831,355

 

 

77


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

30. Commitments (Continued)

 

The installment financed by long-term debt with aircraft guarantee through the U.S. Ex-Im Bank corresponds approximately to 85% of the aircraft total cost. Other establishments finance the acquisitions with equal or higher percentages, reaching up to 100%.

 

The Company performs payments related to aircraft acquisition through its own funds, short and long-term debt, cash provided by operating activities, short and medium-term line of credit and supplier financing.

 

The Company leases its entire aircraft fleet through a combination of operational and financial leases. As of September 30, 2014, the total fleet leased was comprised of 143 aircraft, excluding 3 aircraft from Webjet’s fleet, of which 97 were under operating leases and 46 were recorded as financial leases. The Company holds 40 aircraft under financial leasing with purchase option. During the nine-month period ended September 30, 2014, the Company received 9 aircraft under operating lease contracts and affected the return of 8 aircraft operating lease.

 

a)    Operating leases

 

The future payments of non-cancelable operating lease contracts are denominated in U.S. Dollars, and are as follows:

 

09/30/2014

12/31/2013

2014

249,428

693,125

2015

697,590

581,153

2016

630,039

508,828

2017

576,816

456,990

2018

510,850

397,103

Beyond 2018

2,205,265

1,456,846

Total minimum lease payments

4,869,988

4,094,045

 

b)    Sale-leaseback transactions

 

During the nine-month period ended September 30, 2014, the Company recorded the amount of R$1,783 and R$1,783, as “Other payables” in current and noncurrent liabilities, respectively (R$5,247 and R$3,118 as of December 31, 2013), related to the gains from sale-leaseback transactions performed by its subsidiary GAC Inc. in 2006 of 8 aircraft 737-800 Next Generation. These gains were deferred and are being amortized proportionally to the payments of the operational lease agreements, of which 1 aircraft have the agreement maturity of 91 months, 5 aircraft have contract term of 96 months and 2 aircraft have contract term of 120 months.

 

 

78


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

30. Commitments (Continued)

 

b)    Sale-leaseback transactions (Continued)

 

On the same date, the Company held the amount of R$8,280 and R$20,316 as “Prepaid expenses” in current and noncurrent assets, respectively (R$8,923 and R$26,526 as of December 31, 2013), related to the losses on sale-leaseback transactions performed by its subsidiary GAC Inc. of 9 aircraft. During the years 2007, 2008 and 2009 these losses were deferred, and are being amortized proportionally to the payments of the operational lease agreements over the contract term of 120 months.

 

Additionally, during the nine-month period ended on September 30, 2014, the Company recorded a gain of R$73,920 resulting from 9 aircraft received during the period (14 aircraft received during the nine-month period ended on September 30, 2013) that were used as sale-leaseback transactions and resulted in operating leases. Given that the gains and losses from sale-leaseback transactions will not be offset against future lease payments and were negotiated at fair value, such gain was recognized directly in profit or loss.

 

 

31.  Financial instruments

 

The Company and its subsidiaries have financial asset and financial liability transactions, which consist in part of derivative financial instruments.

 

The financial derivative instruments are used to hedge against the inherent risks related to the Company operations. The Company and its subsidiaries consider as most relevant risks: fuel price, exchange rate and interest rate. These risks can be mitigated by using exchange swap derivatives, futures and options contracts based on oil, U.S. Dollar and interest markets. The contracts may be held by means of exclusive investment funds, as described in the Risk Management Policy of the Company.

 

Management follows a documented guideline when managing its financial instruments, set out in its Risk Management Policy, which is periodically revised by the Risk Committee (CPR), and approved by the Board of Directors. The Committee sets the guidelines and limits, monitors controls, including the mathematical models adopted for a continuous monitoring of exposures and possible financial effects and also prevents the execution of speculative financial instruments transactions.

 

The gains or losses on these transactions and the application of risk management controls are part of the Committee’s monitoring and have been satisfactory when considering the objectives proposed.

 

 

79


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

The fair values of financial assets and liabilities of the Company and its subsidiaries are established through information available in the market and according to valuation methodologies.

 

Most of the derivative financial instruments are engaged with the purpose of hedging against fuel and exchange rates risks based on scenarios with low probability of occurrence, and thus have lower costs compared to other instruments with higher probability of occurrence. Consequently, despite the high correlation between the hedged item and the derivative financial instruments contracted, can presents ineffective positions for hedge accounting purposes upon settlement, which are presented in the tables below.

 

The description of the consolidated account balances and the categories of financial instruments included in the balance sheet as of September 30, 2014 and December 31, 2013 is as follows:

 

Measured at fair value through profit or loss

Measured at amortized

cost (a)

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Assets

 

 

 

 

Cash and cash equivalents

1,942,277

1,635,647

-

-

Short-term investments (c)

437,070

1,155,617

-

-

Restricted cash

337,190

254,456

-

-

Derivatives operations assets (b)

3,636

48,934

-

-

Accounts receivable

-

-

532,277

324,821

Deposits (d)

-

-

667,290

630,168

Other credits

-

-

71,997

66,773

Prepayment of hedge premium

-

-

-

1,532

 

 

 

 

Liabilities

 

 

 

 

Loans and financing (a)

-

-

6,069,511

5,589,385

Suppliers

-

-

479,169

502,919

Derivatives obligations (b)

40,647

30,315

-

-

 

(a)     The fair values are approximately the book values, according to the short term maturity period of these assets and liabilities, except the amounts related to Perpetual Bonds and Senior Notes, as disclosed on Note 18.

(b)     The Company registered as of September 30, 2014 the amount net of R$96,037, net of tax effects (R$18,162 as of December 31, 2013) in equity as an equity valuation resulting from these assets and liabilities, as explained in Note 25f.

(c)     The Company manages its investments as held for trading to pay its operational expenses.

(d)     Excludes the escrow deposits, as mentioned in Note 11.

 

On September 30, 2014 the Company had no financial assets available for sale.

 

 

80


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments(Continued)

 

Risks

 

The operating activities expose the Company and its subsidiaries to the following financial risks: market (especially currency risk, interest rate risk, and fuel price risk), credit and liquidity risks. These risks are originated by, essentially, leasing agreements of aircraft purchase.

 

The Company’s risk management policy aims at mitigating potential adverse effects from transactions that could affect its financial performance.

 

The Company’s and its subsidiaries’ decisions on the exposure portion to be hedged against financial risk, both for fuel consumption and currency and interest rate exposures, consider the risks and hedge costs.

 

The Company and its subsidiaries do not usually contract hedging instruments for its total exposure, and thus they are subject to the portion of risks resulting from market fluctuations. The portion of exposure to be hedged is determined and reviewed at least yearly in compliance with the strategies determined in the Risk Policies Committees. The relevant information on the main risks affecting the Company’s and its subsidiaries’ operation is as follows:

 

a)    Fuel price risk

 

As of September 30, 2014, fuel expenses accounted for 40.7% of the costs and operating expenses of the Company. The aircraft fuel price fluctuates both in the short and in the long term, in line with crude oil and oil byproduct price fluctuations.

 

To mitigate the risk of fuel price, the Company holds derivative financial instruments referenced mainly to crude oil and, eventually, to their derivatives, also contracted, directly with the local supplier, are future fuel deliveries to aircraft at predetermined prices.

 

As of September 30, 2014, there are no open transactions of derivatives instruments of fuel price variation hedge.

 

b)    Exchange rate risk

 

The exchange rate risk derives from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. The exposure of the Company’s and its subsidiaries’ assets and liabilities to the foreign currency risk mainly derives from foreign currency-denominated leases and financing.

 

 

81


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments(Continued)

 

Risks (Continued)

 

b)    Exchange rate risk (Continued)

 

The Company’s revenues are mainly denominated in Brazilian Reais, except for a small portion in U.S. Dollar, Argentinean pesos, Bolivian bolivianos, Chilean peso, Colombian peso, Paraguay Guarani, Uruguayan peso, Venezuela bolivar etc.

 

To mitigate the risk of exchange rate, the Company holds derivative financial instruments that are referenced to the U.S. Dollar.

 

The currency exposure of the Company on September 30, 2014 and December 31, 2013 is shown below:

 

Individual

Consolidated

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Assets

       

Cash and short-term investments

505,484

319,565

935,972

1,061,746

Trade receivables

-

-

24,163

39,924

Deposits

-

-

667,290

630,168

Hedge premium

-

-

-

1,532

Prepaid expenses with leases

-

-

42,003

27,238

Result from hedge operations

-

-

3,636

48,934

Others

-

-

8,301

5,968

Total assets

505,484

319,565

1,681,365

1,815,510

 

 

 

 

Liabilities

 

 

 

 

Foreign suppliers

-

-

34,270

30,629

Short and long-term debt

1,963,781

1,698,982

2,245,656

2,151,051

Finance leases payable

-

-

2,106,537

2,195,328

Other leases payable

-

-

70,634

45,140

Provision for aircraft return

-

-

345,788

347,290

Contingency provision

-

-

291

27,267

Related parties

135,713

113,741

-

-

Total liabilities

2,099,494

1,812,723

4,803,176

4,796,705

Exchange exposure in R$

1,594,010

1,493,158

3,121,811

2,981,195

 

 

 

 

Obligations not registered in the balance sheet

 

 

 

 

Future obligations resulting from operating leases

-

-

4,869,988

4,094,045

Future obligations resulting from firm aircraft orders

36,394,836

36,550,088

36,394,836

36,550,088

Total

36,394,836

36,550,088

41,264,824

40,644,133

 

 

 

 

Total exchange exposure R$

37,988,846

38,043,246

44,386,635

43,625,328

Total exchange exposure US$

15,499,325

16,239,753

18,109,602

18,622,611

Exchange rate (R$/US$)

2.4510

2.3426

2.4510

2.3426

 

 

82


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Risks (Continued)

 

c)    Interest rate risk

 

The Company and its subsidiaries are exposed to fluctuations in domestic and foreign interest rates, substantially the CDI and Libor, respectively. The highest exposure is related to lease transactions, of which the installments to be paid are indexed to the Libor after date that the aircraft are delivered. Another relevant exposure is the local investments and debts indexed to the CDI rate.

 

To mitigate the interest rate risk the Company holds swap derivatives.

 

d)    Credit risk

 

The credit risk is inherent in the Company’s operating and financing activities, mainly represented by trade receivables, cash and cash equivalents, including bank deposits.

 

The trade receivable credit risk consists of amounts falling due from the largest credit card companies, with credit risk better than or equal to those of the Company and its subsidiaries, and receivables from travel agencies, installment sales, and government sales, with a small portion exposed to risks from individuals or other entities.

 

As defined in the Risk Management Policy, the Company is required to evaluate the counterparty risks in financial instruments and diversify the exposure. Financial instruments are contracted with counterparties rated at least as investment grade by S&P and Moody’s. The financial instruments are mostly contracted on commodities and futures exchanges (BM&FBOVESPA and NYMEX), which substantially mitigate the credit risk, derivative transactions contracted on the OTC market (OTC) have counterparts with a minimum rating of "investment grade". The Company’s Risk Management Policy establishes a maximum limit of 20% per counterparty for short-term investments.

 

e)    Liquidity risk

 

Liquidity risk takes on two distinct forms: market and cash flow liquidity risk. The first is related to current market prices and varies in accordance with the types of assets and the markets where they are traded. Cash flow liquidity risk, however, is related to difficulties in meeting the contracted operating obligations at the agreed dates.

 

 

83


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Risks (Continued)

 

e)    Liquidity risk (Continued)

 

As a way of managing the liquidity risk, the Company invests its funds in liquid assets (governmental bonds, CDBs, and investment funds with daily liquidity), and the Cash Management Policy establishes that the Company’s and its subsidiaries’ weighted average debt maturity should be higher than the weighted average maturity of the investment portfolio. As of September 30, 2014, the weighted average maturity of the Company’s financial assets was 20 days and of financial debt, excluding perpetual bonds, was 3.9 years.

 

f)     Capital management

 

The table below shows the financial leverage rate as of September 30, 2014 and December 31, 2013:

 

Consolidated

09/30/2014

12/31/2013

Shareholder’s equity (b)

188,973

650,926

Cash and cash equivalents

(1,942,277)

(1,635,647)

Restricted cash

(337,190)

(254,456)

Short-term investments

(437,070)

(1,155,617)

Short- and long-term debts

6,069,511

5,589,385

Net debt (a)

3,352,974

2,543,665

Leverage ratio (a)/(b)

1774%

391%

 

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

 

 

84


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments(Continued)

 

Derivative financial instruments

 

The derivative financial instruments were recognized in the following balance sheet line items:

 

Movement of assets and liabilities

 

 

Fuel

 

Foreign currency

 

Interest rate

Derivatives of equity instruments

 

 

Total

 

 

 

 

 

Asset (liability) as of December 31, 2013

22,873

-

34,874

(30,315)

27,432

Fair value variations:

 

 

 

 

 

Gains (losses), net recognized in results

(14,263)

(56,041)

(1)

(15,901)

(86,206)

Gains (losses) recognized in

other comprehensive income

(1,134)

-

(177,362)

-

(178,496)

Payments (cash receipts) during the period

(30,468)

58,492

105,933

-

133,957

Exercise of stock options by General Atlantic

-

-

-

46,216

46,216

Asset (liability) as of September 30, 2014 (*)

(22,992)

2,451

(36,556)

-

(57,097)

 

Movement of other comprehensive results

 

 

Fuel

 

Foreign

currency

 

Interest rate

Derivatives of equity instruments

 

 

Total

 

 

 

 

 

Balance as of December 31, 2013

2,739

-

(20,901)

-

(18,162)

Fair value adjustments during the period

(1,134)

-

(177,362)

-

(178,496)

Reversal, net to profit or loss (b)

(1,705)

-

62,208

-

60,503

Tax effect

965

-

39,152

-

40,117

Balance as of September 30, 2014

865

-

(96,903)

-

(96,038)

 

 

 

 

 

Effects on result (a+b)

(12,558)

(56,041)

(62,209)

(15,901)

(146,709)

 

 

 

 

 

Operational income

-

-

(9,859)

-

(9,859)

Financial income (expense)

(12,558)

(56,041)

(52,350)

(15,901)

(136,850)

 

(*)  Classified as "Rights with derivative operations" if the amount results in an asset or "Obligation with derivative operations" if the amount results in a liability. Includes R$20,086 of assets related to hedges held in an exclusive fund.

 

The Company adopts the hedge accounting. The derivatives contracted to hedge interest rate risk and fuel price risk are classified as "cash flow hedge", according to the parameters described in the Brazilian accounting standard CPC 38.

 

 

85


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Classification of derivatives financial instruments

 

i)     Cash flow hedges

 

The Company and its subsidiaries use cash flow hedges to hedge against future revenue or expense fluctuations resulting from changes in the exchange rates, interest rates or fuel price, and accounts for actual fluctuations of the fair value of derivative financial instruments in shareholders’ equity until the hedged revenue or expense is recognized.

 

The Company estimates the effectiveness based on statistical correlation methods and the ratio between gains and losses on the financial instruments used as hedge, and the cost and expense fluctuation of the hedged items. The instruments are considered as effective when the fluctuation in the value of derivatives offsets between 80 % to 125% the impact of the price fluctuation on the cost or expense of the hedged item.

 

The balance of the actual fluctuations in the fair values of the derivatives designated as cash flow hedges is transferred from shareholders’ equity to profit or loss for the period in which the hedged costs or expenses impacts profit or loss. Gains or losses on effective cash flow hedges are recorded in balancing accounts of the hedged expenses, by reducing or increasing the operating cost, and the ineffective gains or losses are recognized as financial income or financial expenses for the period.

 

ii)     Derivative financial instruments not designated as hedge

 

The Company holds derivative financial instruments that are not formally designated for hedge accounting. This occurs when transactions are in the short term and the control and disclosure complexity.

 

iii)    Derivative equity instruments

 

In April 2013, the Company entered into an investment agreement with General Atlantic Service Company LLC. ("G.A.") that established the grant by the Company of an option to purchase its Smiles shares enabling the secondary acquisition by G.A. (or other person designated by it), of Smiles S.A. shares held by the Company. These stock options were exercised on February 27, 2014 and, during the period ended September 30, 2014, the Company registered a loss in derivative instruments on the financial result in the amount of R$15,901 related to the derivative market pricing. As of September 30, 2014, the Company performed a reversal of this derivative obligation to the equity in the amount of R$46,216.

 

 

86


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Hedge activities

 

a)      Fuel hedge

 

Due to the low liquidity of jet fuel derivatives traded in commodities exchanges, the Company and its subsidiaries contracts crude oil derivatives (WTI, Brent) and its byproducts (Heating Oil) to hedge against fluctuations in jet fuel prices. Historically, oil prices are highly correlated with aircraft fuel prices.

 

As of September 30, 2014, the Company and its subsidiaries does not have contracts designated as “cash flow hedge accounting” of fuel.

 

The gains and losses from the derivative contracts for the period ended September 30, 2014 and December 31, 2013 are summarized below:

 

Closing balance on

09/30/2014

12/31/2013

Fair value at end of the period (R$)

(699)

22,294

 Gains with hedge effectiveness recognized in shareholders’ equity, net of taxes (R$)

865

2,740

 

 

Three-month period ended on

Nine-month period ended on

Period ended on

09/30/2014

09/30/2013

09/30/2014

09/30/2013

Hedge result recognized in operating costs (R$)

-

-

-

(3,777)

Hedge result recognized in financial expenses (R$)

787

13,464

8,827

988

Total earnings (losses)

787

13,464

8,827

(2,789)

 

As of September 30, 2014, the Company and its subsidiaries hold Heating Oil contracts not designated as cash flow hedge accounting.

 

Closing balance on

09/30/2014

12/31/2013

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

(22,293)

579

 

 

Three-month period ended on

Nine-month period ended on

Closing balance on

09/30/2014

12/31/2013

09/30/2014

12/31/2013

Gains recognized in financial revenue (R$)

(22,293)

-

(21,385)

-

 

Closing balance on

09/30/2014

12/31/2013

Volume hedged for future periods (Thousand barrels)

1,767

1,183

Volume engaged for future periods (Thousand barrels)

2,347

1,860

 

 

87


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Hedge activities (Continued)

 

a)    Fuel hedge (Continued)

 

 

4Q14

1Q15

2Q15

3Q15

Total 12M

Percentage of fuel exposure hedged

4%

26%

30%

10%

17%

Amount agreed in barrels (thousands barrels)

114

911

986

336

2,347

Future rate agreed per barrel (US$)*

127.60

121.06

124.49

124.66

123.34

Total in Brazilian Reais**

35,652

270,319

300,855

102,666

709,492

 

*     Weighted average between call strikes.

 

**    The exchange rate: R$2.4510/US$1.00.

 

b)      Foreign exchange hedge

 

As of September 30, 2014, the Company and its subsidiaries have future derivative contracts for the U.S. Dollar for foreign exchange cash flow protection, not designated as hedge accounting. The losses and gains of the derivatives, for the period ended on September 30, 2014 and the year ended December 31, 2013, are presented below:

 

 

09/30/2014

12/31/2013

Fair value at the end of period (R$)

2,451

-

Volume hedged for future periods (US$)

148,500

319,000

 

Three-month period ended on

Nine-month period ended on

Period ended on

09/30/2014

09/30/2013

09/30/2014

09/30/2013

Gains (losses) recognized in financial result (R$)

34,222

(52,430)

(56,041)

(31,057)

 

 

3Q14

4Q14

1Q15

Total 12M

Percentage of cash flow exposure

30%

-

-

6%

Notional amount (US$)

148,500

-

-

148,500

Future rate agreed (R$)

2.4032

-

-

2.4032

Total in Brazilian Reais

356,876

-

-

356,876

 

 

88


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Hedge activities (Continued)

 

c)      Interest rate hedges

 

As of September 30, 2014, the Company and its subsidiaries have swap derivatives designated as cash flow hedge for Libor interest rate. The summary of interest rate derivatives designated as Libor cash flow hedges is shown below:

 

Closing balance at

09/30/2014

12/31/2013

 

 

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

(36,556)

34,873

 

 

Nominal value at the end of the period (US$)

588,150

1,319,250

 

 

Hedge losses recognized in shareholders’ equity, net of taxes (R$)

(76,685)

(20,901)

 

 

 

 

 

 

Three-month period ended on

Nine-month period ended on

Period ended on

09/30/2014

09/30/2013

09/30/2014

09/30/2013

Losses (gains) recognized in financial expenses (revenue) (R$)

21,655

(9,597)

(52,350)

9,183

Losses recognized in financial income (R$)

(3,285)

-

(9,859)

-

Total losses

18,370

(9,597)

(62,209)

9,183

 

As of September 30, 2014 the Company and its subsidiaries did not hold positions in Libor interest derivative agreements not designated for hedge accounting.

 

Sensitivity analysis of derivative financial instruments

 

The sensitivity analysis of financial instruments was prepared according to CVM Instruction 475/08, in order to estimate the impact on the fair value of financial instruments operated by the Company, considering three scenarios considered in the risk variable: most likely scenario, the assessment of the Company; deterioration of 25% (possible adverse scenario) in the risk variable, deterioration 50% (remote adverse scenario).

 

The estimates presented, since they are based on simple statistics, do not necessarily reflect the amounts to be reported in the next financial statements. The use of different methodologies and/ or assumptions may have a material effect on the estimates presented.

 

The tables below show the sensitivity analysis for market risks and financial instruments considered relevant by management, open position as of September 30, 2014 and based on the scenarios described above.

 

The probable scenario of the Company is the maintaining of the market rates.

 

In the tables, positive values are displayed as asset exposures (assets greater than liabilities) and negative values are exposed liabilities (liabilities greater than assets).

 

 

89


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Individual

 

i)     Foreign exchange risk

 

As of September 30, 2014, the Company has a currency exposure of R$1,594,010 (see Note 31b). On this date, the exchange rate adopted was R$2.4510/US$, corresponding to the closing rate of the month published by Banco Central do Brasil as a likely scenario, and the impacts analyzed from the variation of 25% and 50% over the current rate are shown below:

 

 

 

 

Instrument

 

 

 

Risk

 

 

Exposed

Values

 

 

Probable

Scenario

Possible Adverse

Scenario

Remote Adverse

Scenario

+ 25%

+ 50%

Liabilities, net

Dollar Appreciation

(1,594,009)*

-

(398,502)*

(797,005)*

 

 

 

 

   

 

 

Dollar

2.4510

3.0638

3.6765

 

(*)     Negative amounts correspond to net losses in case of exchange variation.

 

Consolidated

 

i)     Fuel risk factor

 

As of September 30, 2014, the Company holds oil derivative contracts amounting 2,347 thousand barrels maturiting on June, 2015. The likely scenario is the market curve for Brent and Heating Oil, which amounted, as of September 30, 2014, US$138.98/bbl and US$120.81/bbl, respectively.

 

Risk

Exposed

amount

Adverse Scenario Remote

Possible Adverse Scenario

-50%

-25%

Decrease on the market prices

(22,992)

(297,429)

(139,311)

 

 

 

 

 

Heating Oil Oilrent

US$69.49/bbl

US$104.23/bbl

 

Brent

US$60.41/bbl

US$90.61/bbl

 

 

90


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Consolidated (Continued)

 

ii)     Foreign exchange risk factor

 

As of September 30, 2014, the Company holds Dollar derivative contracts with a notional value of US$148,500 with maturity until January, 2015, and a net exchange exposure liability of R$3,152,623 (see Note 31b). At the current date, the Company adopted the closing exchange rate of R$2.4510/US$ as a likely scenario, and the impact of the change of 25% and 50% over the current rate, is shown below:

 

 

Instruments

Exposed

amount

-50%

-25%

+ 25%

+50%

R$1.2255/USD

R$1.8383/USD

R$3.0638/USD

R$3.6765/USD

Liabilities, net

(3,121,811)

1,560,906

780,453

(780,453)

(1,560,906)

Derivative

2,451

(213,857)

(107,188)

106,150

212,819

 

(3,119,360)*

1,347,049

673,265

(674,303)*

(1,348,087)*

 

(*)  Negative values correspond to net losses expected in the case of U.S. Dollar appreciation.

 

III)   Interest risk factor

 

As of September 30, 2014, the Company holds financial investments and financial liabilities indexed to several rates, and Libor interest.

 

In the sensitivity analysis of non-derivative financial instruments it was considered the impacts on yearly interest of the exposed values as of September 30, 2014 (see Note 19), arising from fluctuations in interest rates according to the scenarios presented below:

 

 

 

 

Instruments

 

 

 

Risk

 

 

Exposed

amount

Probable

Scenario

Possible Adverse Scenario

Adverse Scenario Remote

25%

50%

Financial investments -

Short and Long-term debt (a)

Increase in the CDI rate

(36,556)

-

(92,568)

(182,834)

Derivative

Decrease in the Libor rate

(82,497)

-

(16,865)

(33,729)

 

(a)     Refers to the sum of the values invested and raised in the market and indexed to CDI, the negative amounts means more debt than application.

 

 

91


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

31. Financial instruments (Continued)

 

Measurement of the fair value of financial instruments

 

In order to comply with the disclosure requirements for financial instruments measured at fair value, the Company and its subsidiaries must classify its instruments in Levels 1 to 3, based on observable fair value levels:

 

a)      Level 1: Fair value measurements are calculated based on quoted prices (without adjustment) in active market or identical liabilities;

 

b)      Level 2: Fair value measurements are calculated based on other variables besides quoted prices included in Level 1, that are observable for the asset or liability directly (such as prices) or indirectly (derived from prices); and

 

c)      Level 3: Fair value measurements are calculated based on valuation methods that include the asset or liability but that are not based on observable market variables (unobservable inputs).

 

The following table shows a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their related classifications of the valuation method, as of September 30, 2014 and December 31, 2013:

 

 

09/30/2014

12/31/2013

 

 

Financial instrument

 

Book value

09/30/2014

Other significant observable factors (level 2)

 

Book value

12/31/2013

Other significant observable factors (level 2)

 

 

 

 

Cash equivalents

1,942,277

1,942,277

1,635,647

1,635,647

Short-term investments

437,070

437,070

1,155,617

1,180,828

Restricted cash

337,190

337,190

254,456

254,456

Liabilities from derivative transactions

40,647

40,647

30,315

30,315

Rights on derivative transactions

3,636

3,636

48,934

48,934

 

 

32.  Non-cash transactions

 

Parent Company

 

On February 27, 2014, the Company sold a portion of its investment on Smiles S.A. to G.A.  As a result, the amount of R$46,216 related to the equity derivative previously registered on “Liabilities from derivative transactions” was reversed to equity as part of gain of the transaction. This operation did not affect the Company’s cash during the period.

 

 

92


 

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the consolidated interim financial information (Continued)

September 30, 2014

(In thousands of Brazilian Reais - R$, except when indicated otherwise)

 

 

32.  Non-cash transactions (Continued)

 

Consolidated

 

As of September 30, 2014, the Company increased its property, plant and equipment in the amount of R$49,170, related to an increase of the provision for aircraft return.

 

As of September 30, 2014, the Company recorded the amount of R$6,250 related to the affiliate Company obligation due to the acquisition of Netpoints S.A. with counterpart in "Investments”. This transaction did not affect its cash position during the period ended September 30, 2014.

 

As of May 31, 2014, the Company acquired software licenses (“Siebel”) in the amount of R$11,246. This transaction did not affect its cash position during the period ended September 30, 2014.

 

 

33.  Insurance

 

As of September 30, 2014, the insurance coverage by nature, considering the aircraft fleet and related to the maximum reimbursable amounts indicated in U.S. Dollars, is as follows:

 

Aeronautical Type

In Reais

In U.S. Dollars

Guarantee - hull/war

13,204,788

5,388,829

Civil liability per event/aircraft (*)

1,837,800

750,000

Inventories (*)

343,056

140,000

 

(*)  Values per incident and annual aggregate.

 

Pursuant to Law 10,744, of October 9, 2003, the Brazilian government assumed the commitment to complement any civil liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which VRG may be required to pay, for amounts exceeding the limit of the insurance policies effective beginning September 10, 2001, limited to the amount in Brazilian Reais equivalent to one billion U.S. Dollars.

 

The scope the review from the Company’s independent auditors does not include the review of the effectiveness of the insurance coverage, which was determined by the Company and is considerated sufficient to cover possible losses.

 

 

 

93

 

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 12, 2014
 
GOL LINHAS AÉREAS INTELIGENTES S.A.
By:

/S/ Edmar Prado Lopes Neto


 
Name: Edmar Prado Lopes Neto
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.




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