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Form 6-K/A Gol Intelligent Airlines For: Jun 30

September 14, 2015 6:03 AM EDT

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K/A
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of September, 2015
(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 - ITR

 

GOL Linhas Aéreas Inteligentes S.A.

 

June 30, 2015

and Report on Review of Interim Financial Information

 

 


 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual and Consolidated Interim Financial Information - ITR

June 30, 2015

 

 

 

Contents

 
Performance report 01
Audit committee statement 07
Directors' statement on the interim financial information 08
Directors' statement on the auditor’s report on review of interim financial information 09
Independent auditor’s report on the interim financial information 10
Capital 12
 
Individual interim financial information – ITR for the period ended June 30, 2015  
 
Statements of financial position 13
Statements of operations 15
Statements of comprehensive loss 16
Statements of cash flows 17
Statements of changes in equity 18
Statements of value added 20
 
Consolidated interim financial information - ITR for the period ended June 30, 2015  
 
Statements of financial position 21
Statements of operations 23
Statements of comprehensive loss 24
Statements of cash flows 25
Statements of changes in equity 27
Statements of value added 29
Notes to the interim financial information - ITR 30

 

 


 

 

 

 

Message from Management

 

The financial results for the second quarter reflect the challenging economic environment. We highlight the devaluation of the Brazilian Real against the US Dollar by 40.9%, compared to the same period in 2014, and inflation which reached 9.56% in the last twelve months.

Due to this scenario, net revenue reached R$2,1 billion, a decrease of 10.5% over the second quarter of 2014 and the costs and expenses increase of 1.6%, totaling R$2.4 billion in the same period. Therefore, the negative operating result (EBIT) of R$251.1 million and the net loss of R$243.6 million ended the continuing evolution we saw in the last nine quarters.

We closed the second quarter with a cash position of R$2.1 billion, representing 20.9% of net revenue in the last twelve months. Since the end of the quarter, we have further strengthened our liquidity through initiatives already announced to the market.

Therefore, on July 10, 2015 we announced an operation between GOL, its controlling shareholder, Delta Air Lines and the other shareholders, to be completed in the third quarter of this year. This transaction forecasts a capital increase of up to US$90 million by the controlling shareholder and up to US$56 million by Delta and other shareholders. We will also be issued a loan of up to US$300 million, with Delta as guarantor.

Upon completion, our cash position is even more robust, representing approximately 30% of net revenue, ensuring the continuity and sustainability of our current projects as well as the execution of our strategic plan.

On the operational side, among some important achievements we have reached in recent months, we highlight the leadership of the on time performance in 2015 – 95.32% of our flights take off on the scheduled time in the period, according to data from Infraero. We were also the airline that has futher developed the load factor year to date, according to data from ANAC, with an increase of 2.1 percentage points compared to 2014.

In addition, we maintained our leadership in the number of passengers transported in the domestic market in 1H15, as well as in the number of tickets issued to corporate customers. According to data from the Brazilian Association of Corporate Travel Agencies (ABRACORP), our share reached 32.4% in the period.

Regarding our supply, we will maintain our disciplined capacity management for the year. Since 2011, GOL has been the airline that reduced seat supply  by the largest number among the companies serving the domestic market, totaling about 7.0 billion ASK or 14%.

In this sense, we announced a new supply projection for 2015, from zero to 1% reduction in the number of seats for the domestic market, resulting in a decrease of 2% to 4% in 2H15, when compared to the same period of 2014. We will monitor the development over the coming months and, if necessary, we will revisit these figures. It is worth mentioning that we are always evaluating the revision of all projections, especially in such a challenging and volatile phase the country's economy is going through.

Regarding costs, reduction and efficiency improvement initiatives have already showed results in 1H15. Supported by two renowned consulting firms, Boston Consulting Group (BCG) and McKinsey & Company (McKinsey) we have implemented several actions to reach 100% of manageable costs.

 

1


 
 

 

In order to maintain our leadership and increasingly match our customers’ expectations and preferences, we took an important step torwards our innovation path, anticipating trends in the Brazilian aviation sector: we will be the first airline in Central and South America to offer free wi-fi internet access, with satellite connection. Our first aircraft equipped with this system is expected to start operations in mid 2016. With this, we will offer the most complete on-board entertainment solution across the continent, with movies, cartoons, series and games, music, in-flight maps, plus live television.

Consolidating all the important achievements we have reached over the past years, on July 15 we launched our new brand emphasizing that GOL will maintain its innovative features, introducing new products, services, technologies and customer care standards, positioning itself at the forefront of the aviation sector. That same day, we also celebrated the delivery of the hundredth aircraft received directly from Boeing with the new logo, which is already flying.

We, the Team of Eagles, will relentlessly continue with dedication, doing the best we can for our customers, our investors and our partners, getting prepared for the resumption of economic growth in Brazil. Thank you for your continued confidence.

 

Paulo Sérgio Kakinoff 

CEO of GOL Linhas Aéreas Inteligentes S.A.

 

 

2


 
 

 

Operating and Financial Indicators

Traffic Data

2Q15

2Q14

% Var.

1H15

1H14

% Var.

Aviation Market - GOL

 

 

 

 

 

 

RPK GOL – Total

9,114

8,734

4.3%

19,286

18,273

5.5%

RPK GOL – Domestic

8,125

7,759

4.7%

17,045

16,261

4.8%

RPK GOL – International

989

975

1.4%

2,241

2,013

11.3%

ASK GOL – Total

11,870

11,619

2.2%

24,903

24,147

3.1%

ASK GOL – Domestic

10,419

10,213

2.0%

21,727

21,289

2.1%

ASK GOL - International

1,451

1,405

3.3%

3,176

2,859

11.1%

GOL Load Factor - Total

76.8%

75.2%

1.6 p.p

77.4%

75.7%

1.8 p.p

GOL Load Factor - Domestic

78.0%

76.0%

2.0 p.p

78.5%

76.4%

2.1 p.p

GOL Load Factor - International

68.2%

69.4%

-1.2 p.p

70.6%

70.4%

0.2 p.p

Operational Data

2Q15

2Q14

% Var.

1H15

1H14

% Var.

Revenue Passengers - Pax on board ('000)

9,388.3

9,233.6

1.7%

19,509.2

19,061.5

2.3%

Aircraft Utilization (Block Hours/Day)

11.2

11.0

1.1%

11.4

11.3

0.9%

Departures

77,133

75,266

2.5%

157,947

154,399

2.3%

Average Stage Length (km)

912

903

1.0%

932

906

2.9%

Fuel consumption (mm liters)

371

363

2.1%

773

749

3.2%

Full-time employees at period end

16,830

16,302

3.2%

16,830

16,302

3.2%

Average Operating Fleet

125

124

1.0%

128

125

2.3%

Dados Financeiros

2Q15

2Q14

% Var.

1H15

1H14

% Var.

Net YIELD (R$ cents)

20.26

24.40

-17.0%

21.12

24.16

-12.6%

Net PRASK (R$ cents)

15.56

18.34

-15.2%

16.36

18.29

-10.5%

Net RASK (R$ cents)

17.95

20.50

-12.4%

18.62

20.19

-7.8%

CASK (R$ cents)

20.06

20.16

-0.5%

19.00

19.43

-2.2%

CASK ex-fuel (R$ cents)

13.14

12.35

6.4%

12.54

11.48

9.2%

Spread RASK – CASK (R$ cents)

3.0729

2.2296

37.8%

2.9716

2.2974

29.3%

Average Exchange Rate1

3.1026

2.2025

40.9%

3.1026

2.2025

40.9%

End of period Exchange Rate1

58.0

103.1

-43.8%

53.3

100.9

-47.2%

WTI (avg. per barrel, US$)2

2.21

2.50

-11.4%

2.08

2.56

-18.8%

Price per liter Fuel (R$)3

0.47

0.76

-38.8%

0.45

0.77

-41.5%

           

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

 

           

 

 

3


 
 

 

Domestic market – GOL

      Domestic supply increased 2.0% over 2Q14 and 2.1% compared to 1H14, reflecting lower supply in 2Q14, when the Company reduced capacity during the 2014 FIFA World Cup held in Brazil.

 

      Domestic demand increased by 4.7% in the quarter and 4.8% in 1H15, leading the domestic load factor to 78.0%, an increase of 2.0 p.p. compared to 2Q14, and 78.5%, an increase of 2.1 p.p. compared to 1H14.

                                                                                                                                                                           

      During the quarter, GOL transported 8.9 million passengers in the domestic market and 18.5 million passengers accumulated over the year, representing an increase of 1.9% and 2.2%, both compared to the same period in 2014. For 1H15, GOL was once again the leading airline in the number of passenger transported in the Brazilian domestic market.

 

      Even with reduced economic activity in the country, GOL remained the leader in tickets sold to corporate passengers in the Brazilian domestic market, with a share of 32.4% in the semester – according to the Brazilian Association of Corporate Travel Agencies (Abracorp).

 

International market - GOL

      GOL’s international supply increased by 3.3% in the quarter and 11.1% in 1H15, compared to 2014. International demand showed an increase of 1.4% between April and June, registering load factor of 68.2%, and,  in 1H15, an increase of 11.3%, leading the international load factor to 70.6%. The Company is adjusting its international network by changing frequency in some destinations and opening other international bases in order to capture market opportunities in the region.

 

      During the quarter, GOL transported 463.3 thousand passengers in the international market, 2.8% less than in 2014. For 1H15, the Company transported 1.042 million passengers, an increase of 5.3% compared to the same period in 2014.

     

PRASK and Yield

      Reflecting the economic activity slowdown in the country, the lower volume of corporate passengers and the increase of the number of leisure passengers stimulated by price variations, yield fell by 17.0% in the quarter and 12.6% in the first semester of the year. PRASK partially benefited due to increased load factor by 1.6 p.p. in 2Q15 and 1.8 p.p. in 1H15, dropping by 15.2% and 10.5% respectively, compared to the same period 2014.

 

 

 

4


 
 

 

Operational fleet and fleet plan

Fleet plan

2015

2016

2017

>2016

Total

Fleet (End of Period)

140

139

142

 

 

Aircraft Commitments (R$ million)*

778.6

1,617.9

2,491.2

40,415.1

45,302.7

Pre-Delivery Payments (R$ million)

239.6

180.1

312.9

5,350.7

6,083.3

*Considers aircraft list price

 

Fleet (End of Period)

2Q15

2Q14

Var.

1Q15

Var.

Boeing 737-NG Family

142

146

-4

140

2

737-800 NG

106

110

-4

105

1

737-700 NG

36

36

-

35

1

737-300 Classic*

-

9

-9

-

-

767-300/200*

-

1

-1

-

-

Opening for rent Type

 

 

 

 

 

Financial Leasing (737-NG and 767)

45

46

-1

45

-

Operating Leasing

97

101

-4

95

2

*Non-operational

 

At the end of 2Q15, out of a total of 142 Boeing 737-NG aircraft, GOL was operating 134 aircraft on its routes. Of the 8 remaining aircraft, 1 was in the process of being returned to it lessor and 7 was sent via sub-leasing to a European airline.

GOL has 97 aircraft under operating leases and 45 under financial leases, 40 of which with a purchase option when their leasing contracts expire. In 2Q15, GOL received 3 aircraft B737 NG under operating lease and returned 1 B737 NGs.

The average age of the fleet was 7.4 years at the end of 2Q15. In order to maintain this indicator at low levels, the Company has 127 firm aircraft acquisition orders with Boeing for fleet renewal by 2026.

 

 

Capex

GOL posted a net investment of R$358.4 million in 1H15, considering the return of the pre-delivery deposits returns when the aircraft is delivered. For more details on changes in property, plant and equipment, see Note 16 to the financial statements.

 

 

 

5


 
 

 

2015 Financial guidance

2015 Financial Guidance

From

To

2Q15 Results

Annual Change in Domestic Supply (ASK)

0

-1%

+2.1%

Average Exchange Rate (R$ /US$)

3.15

2.95

2.97

Jet Fuel Price

2.30

2.10

2.08

Operating Margin (EBIT)

2%

3.5%

-2.1%

 

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.

 

 

Highlights of the subsidiary Smiles’ results in 2Q15

*    Gross revenue¹ grows 65.9% compared to 2Q14 and reaches R$392.1 mi;

*    Number of accrued miles grows 31.5% compared to 2Q14;

*    Miles redeemed increase by 28.2% compared to 2Q14;

*    Net revenue grows 80.9% compared to 2Q14 and reaches R$275.5 mi;

*    Smiles&Money revenue of R$76.9 mi, 104.4% higher than in 2Q14;

*    Net income increase by 39.5% compared to 2Q14, reaching R$89.4 mi;

*    New product: Boarding rate with miles, the Smiles 100% miles experience;

*    Entry of Smiles (SMLE3) on the Ibovespa Index (May 2015);

*    Interest on Own Capital declared in the amount of R$7.1 mi.

 

Smiles S.A. closed 2Q15 with operating income of R$93.0 million, 93.5% higher than in 2Q14, with an operating margin of 33.8%, due to the 38.5% increase 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 a significant increase in the return on capital indicators. For more information, please visit http://www.smiles.com.br/ri.

                         

1. Gross revenue is not an accounting measure and refers to the total billed by the sale of miles and the cash portion of Smiles&Money, tax gross. These revenues may have affected the current period or will be recognized as revenue in future periods, depending on the time of redemption by the program member.

 

 

6


 

 

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 June 30, 2015. Based on the procedures performed, considering also the independent auditor’s report - Ernst & Young Auditores Independentes S.S., dated August 11, 2015, 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, August 11, 2015.

 

 

 

 

Richard F. Lark

Member of the Audit Committee

 

 

Antônio Kandir

Member of the Audit Committee  

 

 

Luiz Kaufmann

Member of the Audit Committee  

 

 

7


 

 

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 nº480/09, the Directors declare that discussed, reviewed and agreed with the interim financial information - ITR for the period ended June 30, 2015.

 

 

 

 

 

São Paulo, August 11, 2015.

 

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

Edmar Prado Lopes Neto

Vice President and Investor Relations Officer

 

 

 

 

8


 

 

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 – ITR for the period ended June 30, 2015.

 

 

 

 

São Paulo, August 11, 2015.

 

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

Edmar Prado Lopes Neto

Vice President and Investor Relations Officer

 

 

9


 

 

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

Report on the review of interim financial information

 

To

The Shareholders, Board of Directors and Officers

Gol Linhas Aéreas Inteligentes S.A.

São Paulo - SP

 

Introduction

 

We have reviewed the accompanying individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. (“Company”), contained in the Quarterly Information (ITR) for the quarter ended June 30, 2015, which comprises the balance sheet as at June 30, 2015 and the related statement of operations and statement of comprehensive loss for the three and six-month period then ended, and the statement of changes in equity and statement of cash flows for the six-month period then ended, including the explanatory information.

 

Management is responsible for the preparation of individual e consolidated interim financial information in accordance with the Technical Pronouncement CPC 21 (R1) - Interim Financial Reporting and in accordance with 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.

 

10


 

 

Conclusion on the interim financial information

 

Based on our review, we are not aware of any fact that makes us believe that the interim individual and 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 applicable to the preparation of Quarterly Information (ITR), 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 six-month period ended June 30, 2015, 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 financial information taken as a whole.

 

 

São Paulo, August 11, 2015.

 

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP015199/O-6

 

 

 

Luiz Carlos Passetti
Accountant CRC-1SP144343/O-3
Vanessa R. Martins
Accountant CRC-1SP244569/O

 

11

 

 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Company Profile / Subscribed Capital

 

 

Number of shares

Current Year

06/30/2015

Paid-in capital

5,035,037,140

Preferred

139,318,357

Total

5,174,355,497

Treasury

1,606,596

Total

1,606,596

 

 

 

 

12


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Financial Position – Assets

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year 06/30/2015

Prior Year 12/31/2014

1

Total assets

1,781,988

1,790,138

1.01

Current assets

441,712

561,036

1.01.01

Cash and cash equivalents

301,505

459,364

1.01.02

Short-term investments

-

56,491

1.01.06

Recoverable taxes

7,904

10,289

1.01.07

Prepaid expenses

155

532

1.01.08

Other current assets

132,148

34,360

1.01.08.01

Noncurrent assets for sale

7

7

1.01.08.01.01

Restricted cash

7

7

1.01.08.03

Others

132,141

34,353

1.02

Noncurrent assets

1,340,276

1,229,102

1.02.01

Long-term assets

291,526

186,195

1.02.01.06

Taxes

82,172

84,697

1.02.01.06.01

Deferred taxes

63,414

65,305

1.02.01.06.02

Recoverable taxes

18,758

19,392

1.02.01.08

Related-party transactions

149,052

52,778

1.02.01.08.04

Other related-party transactions

149,052

52,778

1.02.01.09

Other noncurrent assets

60,302

48,720

1.02.01.09.03

Deposits

30,539

26,706

1.02.01.09.04

Restricted cash

29,763

22,014

1.02.02

Investments

156,974

181,220

1.02.03

Property, plant and equipment

891,776

861,687

 

13


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Financial Position – Liabilities

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year

06/30/2015

Prior Year

12/31/2014

2

Total liabilities and stockholder’s equity

1,781,988

1,790,138

2.01

Current liabilities

83,667

58,908

2.01.01

Salaries, wages and benefits

361

519

2.01.01.02

Salaries, wages and benefits

361

519

2.01.02

Suppliers

1,687

437

2.01.03

Taxes payable

250

-

2.01.04

Short-term debt

81,049

56,619

2.01.05

Other liabilities

320

567

2.01.05.02

Others

320

567

2.01.05.02.04

Other liabilities

320

567

2.01.06

Provisions

-

766

2.02

Noncurrent liabilities

3,310,907

2,249,617

2.02.01

Long-term debt

2,453,723

2,098,209

2.02.02

Other liabilities

857,184

151,408

2.02.02.01

Liabilities with related-party transactions

49,125

151,408

2.02.02.02

Others

808,059

-

2.02.02.02.05

Loss on Investiment

808,059

-

2.03

Stockholder’s equity

(1,612,586)

(518,387)

2.03.01

Capital

2,581,951

2,581,913

2.03.01.01

Issued capital

2,618,837

2,618,748

2.03.01.02

Cost on issued shares

(36,886)

(36,886)

2.03.01.03

Shares to be issued

-

51

2.03.02

Capital reserves

171,499

165,772

2.03.02.01

Premium on issue of shares

29,239

32,387

2.03.02.02

Special reserve

70,979

70,979

2.03.02.05

Treasury shares

(24,784)

(31,357)

2.03.02.07

Share-based payments

96,065

93,763

2.03.05

Accumulated losses

(4,914,990)

(3,814,522)

2.03.06

Equity valuation adjustments

548,954

548,450

2.03.06.01

Equity valuation adjustments

(141,425)

(138,713)

2.03.06.02

Change in equity through public offer

690,379

687,163

 

14


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Operations

 

(In thousands of Brazilian Reais)

 

 

 

 

Current Quarter

Current Year

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

04/01/2015 to 06/30/2015

01/01/2015 to 06/30/2015

04/01/2014 to

06/30/2014

01/01/2014 to 06/30/2014

3.04

Operating expenses/revenues

(433,058)

(706,892)

(178,031)

(328,441)

3.04.02

General and administrative expenses

(3,050)

(5,800)

(2,690)

(7,503)

3.04.04

Other operating income

10,144

18,153

26,700

75,073

3.04.06

Equity in subsidiaries

(440,152)

(719,245)

(202,041)

(396,011)

3.05

Result before income taxes and financial result

(433,058)

(706,892)

(178,031)

(328,441)

3.06

Financial result

36,763

(386,764)

3,865

23,086

3.06.01

Financial income

98,403

4,934

49,187

132,960

3.06.01.01

Financial income

2,403

4,934

6,491

8,626

3.06.01.02

Exchange variation, net

96,000

-

42,696

124,334

3.06.02

Financial expenses

(61,640)

(391,698)

(45,322)

(109,874)

3.06.02.01

Financial expenses

(61,640)

(117,164)

(45,322)

(109,874)

3.06.02.02

Exchange variation, net

-

(274,534)

-

-

3.07

Result before income taxes

(396,295)

(1,093,656)

(174,166)

(305,355)

3.08

Income taxes

383

(6,812)

(12)

(18)

3.08.01

Current

270

(4,765)

-

-

3.08.02

Deferred

113

(2,047)

(12)

(18)

3.09

Result from continuing operations, net

(395,912)

(1,100,468)

(174,178)

(305,373)

3.11

Net loss for the period

(395,912)

(1,100,468)

(174,178)

(305,373)

 

 

15


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Statements of Comprehensive Loss

 

(In thousands of Brazilian Reais)

 

 

   

Current Quarter

Current Year

Same Quarter Prior Year

Prior Year

YTD

Line code

Line item

04/01/2015 to
06/30/2015

01/01/2015 to
06/30/2015

04/01/2014 to

06/30/2014

01/01/2014 to
06/30/2014

4.01

Net loss for the period

(395,912)

(1,100,468)

(174,178)

(305,373)

4.02

Other comprehensive income

37,131

(2,712)

(26,966)

(56,677)

4.02.01

Cash flow hedges

56,258

(4,110)

(40,857)

(85,874)

4.02.02

Tax effect

(19,127)

1,398

13,891

29,197

4.03

Comprehensive loss for the period

(358,781)

(1,103,180)

(201,144)

(362,050)

 

 

 

16


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Cash Flows – Indirect Method

 

(In thousands of Brazilian Reais)

 

 

 

Current Year

Prior Year

 

Line code

 

Line item

01/01/2015 to 06/30/2015

01/01/2014 to 06/30/2014

6.01

Net cash used in operating activities

140,323

21,081

6.01.01

Cash flows from operating activities

1,165,854

309,929

6.01.01.02

Deferred taxes

2,047

18

6.01.01.03

Equity in subsidiaries

719,245

396,011

6.01.01.04

Share-based payments

2,656

3,026

6.01.01.05

Exchange and monetary variations, net

418,685

(127,993)

6.01.01.06

Interest on loans

106,047

88,553

6.01.01.07

Interest paid

(82,826)

(65,538)

6.01.01.09

Unrealized results of hedge, net

-

15,852

6.01.02

Changes assets and liabilities

74,937

16,525

6.01.02.02

Financial applications used for trading

56,491

2,470

6.01.02.03

Deposits

(3,833)

(3,051)

6.01.02.04

Prepaid expenses and recoverable taxes

2,631

13,477

6.01.02.05

Other assets

15,458

7,014

6.01.02.06

Suppliers

1,250

(3,384)

6.01.02.07

Taxes payable

94

175

6.01.02.08

Salaries, wages and benefits

(158)

(702)

6.01.02.10

Other obligations

3,004

526

6.01.03

Others

(1,100,468)

(305,373)

6.01.03.01

Net loss for the year

(1,100,468)

(305,373)

6.02

Net cash used in investing activities

(134,011)

(800)

6.02.01

Advances for future capital increase

-

(290,215)

6.02.02

Related-party transactions

(93,553)

(367)

6.02.03

Restricted cash

(7,748)

(933)

6.02.05

Capital increase on subsidiary

(2,621)

(2,367)

6.02.06

Gains on investiment sale, net

-

65,461

6.02.07

Advances for property, plant and equipment acquisition

(30,089)

146,928

6.02.08

Dividends received by subsidiary

-

80,693

6.02.09

Short-term investments

-

-

6.03

Net cash generated by financing activities

(124,822)

539,036

6.03.01

Loan funding

99

-

6.03.02

Loan and lease payment

-

(44,612)

6.03.03

Credit with related parties

(124,959)

467,212

6.03.05

Capital increase

89

79

6.03.07

Shares to be issued

(51)

116,357

6.03.08

Gains due to change on investment

-

-

6.04

Exchange and monetary variations, net

(39,349)

1,937

6.05

Net increase (decrease) in cash and cash equivalents

(157,859)

561,254

6.05.01

Cash and cash equivalents at beginning of the year

459,364

343,793

6.05.02

Cash and cash equivalents at end of the year

301,505

905,047

 

 

17


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Changes in Equity – From 01/01/2015 to 06/30/2015

 

(In thousands of Brazilian Reais)

 

 

 

 

Line code

 

 

Line item

 

Capital

stock

Capital reserves,

options granted and

treasury shares

 

Accumulated

losses

Other

comprehensive

loss

Total

equity

5.01

Opening balance

2,581,913

852,935

(3,814,522)

(138,713)

(518,387)

5.03

Adjusted balance

2,581,913

852,935

(3,814,522)

(138,713)

(518,387)

5.04

Stockholder's capital transactions

38

8,943

-

-

8,981

5.04.09

Share-based payments

-

5,727

-

-

5,727

5.04.12

Gains on change on investment

-

3,216

-

-

3,216

5.04.14

Stock options exercised

38

-

-

-

38

5.05

Total comprehensive loss

-

-

(1,100,468)

(2,712)

(1,103,180)

5.05.01

Net loss for the period

-

-

(1,100,468)

-

(1,100,468)

5.05.02

Other comprehensive loss

-

-

-

(2,712)

(2,712)

5.05.02.07

Other comprehensive result, net

-

-

-

(2,712)

(2,712)

5.07

Closing balance

2,581,951

861,878

(4,914,990)

(141,425)

(1,612,586)

 

18


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Changes in Equity – From 01/01/2014 to 06/30/2014

 

(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

116,436

76,772

-

-

193,208

5.04.01

Capital Increase

79

-

-

-

79

5.04.11

Shares to be issued

116,357

-

-

-

116,357

5.04.12

Gains on change on investment

-

2,802

 

-

2,802

5.04.13

Gains on investment sold

-

73,970

-

-

73,970

5.05

Total comprehensive result

-

3,026

(305,373)

(56,677)

(359,024)

5.05.01

Net loss for the period

-

-

(305,373)

-

(305,373)

5.05.02

Other comprehensive income

-

3,026

-

(56,677)

(53,651)

5.05.02.07

Other comprehensive income, net

-

-

-

(56,677)

(56,677)

5.05.02.08

Share-based payments

-

3,026

-

-

3,026

5.07

Closing balance

2,586,059

847,616

(2,873,726)

(74,839)

485,110

 

19


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Individual Interim Financial Information / Statements of Value Added

 

(In thousands of Brazilian Reais)

 

 

   

Current Year

Prior Year

 

Line code

 

Line item

01/01/2015 to

06/30/2015

01/01/2014 to

06/30/2014

7.01

Revenue

18,153

74,385

7.01.02

Other revenue

18,153

74,385

7.01.02.02

Other operating income

18,153

74,385

7.02

Acquired from third parties

(3,044)

(4,049)

7.02.02

Material, power, third-party services and other

(3,044)

(4,049)

7.03

Gross value added

15,109

70,336

7.05

Added value produced

15,109

70,336

7.06

Value added received in transfer

(714,311)

(387,385)

7.06.01

Equity in subsidiaries

(719,245)

(396,011)

7.06.02

Financial income

4,934

8,626

7.07

Total wealth for distribution

(699,202)

(317,049)

7.08

Wealth for distribution

(699,202)

(317,049)

7.08.01

Employees

2,936

2,926

7.08.01.01

Salaries

3,101

2,790

7.08.01.03

F.G.T.S.

(165)

136

7.08.02

Taxes

6,632

(142)

7.08.02.01

Federal taxes

6,632

(142)

7.08.03

Third-party capital remuneration

391,698

(14,460)

7.08.03.03

Other

391,698

(14,460)

7.08.03.03.01

Lenders

391,698

(14,460)

7.08.04

Return on own capital

(1,100,468)

(305,373)

7.08.04.03

Loss for the period

(1,100,468)

(305,373)

 

 

20


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Financial Position – Assets

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year 06/30/2015

Prior Year 12/31/2014

1

Total assets

9,860,095

9,976,647

1.01

Current assets

2,647,194

2,986,198

1.01.01

Cash and cash equivalents

1,622,917

1,898,773

1.01.02

Short-term investments

155,529

355,134

1.01.02.01

Short-term investments at fair value

155,529

355,134

1.01.02.01.03

Restricted cash

61,786

58,310

1.01.02.01.04

Short-term investments

93,743

296,824

1.01.03

Accounts receivable

450,738

352,284

1.01.04

Inventories

168,525

138,682

1.01.06

Recoverable taxes

101,647

81,245

1.01.07

Prepaid expenses

89,818

99,556

1.01.08

Other current assets

58,020

60,524

1.01.08.03

Others

58,020

60,524

1.01.08.03.03

Other credits

53,930

41,678

1.01.08.03.04

Rights on derivatives transactions

4,090

18,846

1.02

Noncurrent assets

7,212,901

6,990,449

1.02.01

Long-term assets

1,714,094

1,665,746

1.02.01.06

Taxes

570,717

557,309

1.02.01.06.01

Deferred Taxes

496,376

486,975

1.02.01.06.02

Recoverable taxes

74,341

70,334

1.02.01.07

Prepaid expenses

14,107

18,247

1.02.01.09

Other noncurrent assets

1,129,270

1,090,190

1.02.01.09.03

Restricted cash

276,639

273,240

1.02.01.09.04

Deposits

828,800

793,508

1.02.01.09.05

Other credits

23,831

23,442

1.02.02

Investments

19,719

8,483

1.02.03

Property, plant and equipment

3,773,103

3,602,034

1.02.03.01

Property, plant and equipment in operation

1,765,517

1,522,310

1.02.03.01.01

Other flight equipments

1,140,974

935,209

1.02.03.01.02

Advances for property, plant and equipment acquisition

492,061

456,197

1.02.03.01.04

Others

132,482

130,904

1.02.03.02

Property, plant and equipment under leasing

2,007,586

2,079,724

1.02.03.02.01

Property, plant and equipment under financial leasing

2,007,586

2,079,724

1.02.04

Intangible

1,705,985

1,714,186

1.02.04.01

Intangible

1,163,683

1,156,701

1.02.04.02

Goodwill

542,302

557,485

 

 

21


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Financial Position – Liabilities

 

(In thousands of Brazilian Reais)

 

 

 

Line code

 

Line item

Current Year

06/30/2015

Prior Year 12/31/2014

2

Total liabilities and equity

9,860,095

9,976,647

2.01

Current liabilities

4,499,364

4,212,646

2.01.01

Salaries, wages and benefits

276,427

255,440

2.01.01.02

Salaries, wages and benefits

276,427

255,440

2.01.02

Suppliers

715,634

686,151

2.01.03

Taxes payable

67,867

100,094

2.01.04

Short-term debt

1,159,805

1,110,734

2.01.05

Other liabilities

2,051,917

1,853,133

2.01.05.02

Others

2,051,917

1,853,133

2.01.05.02.04

Taxes and landing fees

328,049

315,148

2.01.05.02.05

Advance ticket sales

1,082,397

1,101,611

2.01.05.02.06

Mileage program

242,071

220,212

2.01.05.02.07

Advances from customers

74,769

3,196

2.01.05.02.08

Other liabilities

252,910

127,600

2.01.05.02.09

Liabilities from derivative transactions

71,721

85,366

2.01.06

Provisions

227,714

207,094

2.02

Noncurrent liabilities

6,805,795

6,096,975

2.02.01

Long-term debt

5,688,336

5,124,505

2.02.02

Other liabilities

790,872

693,904

2.02.02.02

Others

790,872

693,904

2.02.02.02.03

Mileage program

669,362

559,506

2.02.02.02.05

Taxes payable

37,567

34,807

2.02.02.02.06

Other liabilities

83,943

99,591

2.02.04

Provisions

326,587

278,566

2.03

Stockholder’s equity

(1,445,064)

(332,974)

2.03.01

Capital

2,468,623

2,468,585

2.03.01.01

Issued capital

2,618,837

2,618,748

2.03.01.02

Cost on issued shares

(150,214)

(150,214)

2.03.01.03

Shares to be issued

-

51

2.03.02

Capital reserves

171,499

165,772

2.03.02.01

Premium on issue of shares

29,239

32,387

2.03.02.02

Special reserve

70,979

70,979

2.03.02.05

Treasury shares

(24,784)

(31,357)

2.03.02.07

Share-based payments

96,065

93,763

2.03.05

Accumulated losses

(4,801,662)

(3,701,194)

2.03.06

Equity valuation adjustments

548,954

548,450

2.03.06.01

Equity valuation adjustments

(141,425)

(138,713)

2.03.06.02

Change in equity through public offer

690,379

687,163

2.03.09

Participation of non-controlling Company’s stockholders

167,522

185,413

 

22


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information /Statements of Operations

 

(In thousands of Brazilian Reais)

 

 

Current Quarter

Current

Year

Same Quarter

Prior Year

Prior Year

YTD

 

Line code

 

Line item

04/01/2015 to

06/30/2015

01/01/2015 to

06/30/2015

04/01/2014 to

06/30/2014

01/01/2014 to

06/30/2014

3.01

Sales and services revenue

2,131,073

4,636,305

2,381,289

4,874,688

3.01.01

Passenger

1,846,773

4,074,231

2,131,409

4,415,697

3.01.02

Cargo and other

284,300

562,074

249,880

458,991

3.02

Cost of sales and/or services

(1,993,430)

(3,956,178)

(1,969,514)

(4,017,722)

3.03

Gross profit

137,643

680,127

411,775

856,966

3.04

Operating expenses

(388,784)

(777,425)

(373,927)

(674,668)

3.04.01

Sales expenses

(235,105)

(441,288)

(225,549)

(425,400)

3.04.01.01

Marketing expenses

(235,105)

(441,288)

(225,549)

(425,400)

3.04.02

General and administrative expenses

(162,399)

(351,643)

(174,117)

(322,934)

3.04.04

Other operating income

10,144

18,153

26,700

75,073

3.04.06

Equity in subsidiaries

(1,424)

(2,647)

(961)

(1,407)

3.05

Income before taxes and financial result

(251,141)

(97,298)

37,848

182,298

3.06

Financial result

16,481

(850,072)

(105,695)

(299,477)

3.06.01

Financial income

274,929

209,759

118,703

278,942

3.06.01.01

Financial income

69,356

209,759

68,312

171,064

3.06.01.02

Exchange variation, net

205,573

-

50,391

107,878

3.06.02

Financial expenses

(258,448)

(1,059,831)

(224,398)

(578,419)

3.06.02.01

Exchange variation, net

-

(568,495)

-

-

3.06.02.02

Financial expenses

(258,448)

(491,336)

(224,398)

(578,419)

3.07

Loss before income taxes

(234,660)

(947,370)

(67,847)

(117,179)

3.08

Tax expenses

(120,262)

(80,274)

(77,133)

(123,947)

3.08.01

Current

(3,656)

(88,123)

(34,799)

(74,055)

3.08.02

Deferred

(116,606)

7,849

(42,334)

(49,892)

3.09

Net loss from continuing operations

(354,922)

(1,027,644)

(144,980)

(241,126)

3.11

Net loss for the period

(354,922)

(1,027,644)

(144,980)

(241,126)

3.11.01

Attributable to Company’ hareholders

(395,912)

(1,100,468)

(174,178)

(305,373)

3.11.02

Attributable to non-controlling Company’ shareholders

40,990

72,824

29,198

64,247

 

23


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Statements of Comprehensive Loss

 

(In thousands of Brazilian Reais)

 

 

Current

Quarter

Current

Year

Same Quarter

Prior Year

Prior Year

YTD

Line code

Line item

04/01/2015to

06/30/2015

01/01/2015 to

06/30/2015

04/01/2014 to

06/30/2014

01/01/2014 to

06/30/2014

4.01

Net loss for the period

(354,922)

(1,027,644)

(144,980)

(241,126)

4.02

Other comprehensive income (loss)

37,131

(2,712)

(26,966)

(56,677)

4.02.01

Cash flow hedges

56,258

(4,110)

(40,857)

(85,874)

4.02.02

Tax effect

(19,127)

1,398

13,891

29,197

4.03

Comprehensive income for the period

(317,791)

(1,030,356)

(171,946)

(297,803)

4.03.01

Attributable to Company’ shareholders

(358,781)

(1,103,180)

(201,144)

(362,050)

4.03.02

Attributable to non-controlling Company’ shareholders

40,990

72,824

29,198

64,247

 

 

24


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Cash Flows – Indirect Method

 

(In thousands of Brazilian Reais)

 

 

 

Current Year

Prior Year

 

Line code

 

Line item

01/01/2015 to 06/30/2015

01/01/2014 to 06/30/2014

6.01

Net cash generated by operating activities

556,066

531,286

6.01.01

Cash flows from operating activities

1,446,689

408,802

6.01.01.01

Depreciation and amortization

197,903

259,561

6.01.01.02

Allowance for doubtful accounts

19,638

7,757

6.01.01.03

Provisions for judicial deposits

25,028

2,541

6.01.01.04

Reversion for inventory obsolescence

2,139

(1)

6.01.01.05

Deferred taxes

(7,849)

49,892

6.01.01.06

Share-based payments

6,188

4,186

6.01.01.07

Exchange and monetary variations, net

901,547

(113,053)

6.01.01.08

Interest on loans and financial lease

282,114

148,074

6.01.01.09

Unrealized hedge results

(4,873)

15,852

6.01.01.12

Write-off property, plant and equipment and intangible assets

7,362

40

6.01.01.14

Result share plan provision

14,845

32,546

6.01.01.15

Equity in subsidiaries

2,647

1,407

6.01.02

Changes assets and liabilities

137,021

363,610

6.01.02.01

Accounts receivable

(118,092)

(149,762)

6.01.02.02

Financial applications used for trading

279,917

856,900

6.01.02.03

Inventories

(31,982)

(30,585)

6.01.02.04

Deposits

53,245

(34,275)

6.01.02.05

Prepaid expenses, insurance and tax recoverable

(23,315)

36,452

6.01.02.06

Other assets

(12,640)

6,534

6.01.02.07

Suppliers

60,758

(42,625)

6.01.02.08

Advanced ticket sales

(19,214)

(90,103)

6.01.02.09

Liabilities from Derivative Transactions

1,874

5,200

6.01.02.10

Advances from customers

71,573

(127,321)

6.01.02.11

Salaries, wages and benefits

6,142

(9,929)

6.01.02.12

Taxes and landing fees

12,901

28,793

6.01.02.13

Taxes payable

50,272

62,246

6.01.02.14

Provisions

(16,962)

(87,995)

6.01.02.15

Other Liabilities

17,951

131,190

6.01.02.16

Interest paid

(247,228)

(167,065)

6.01.02.17

Income tax paid

(79,894)

(76,483)

6.01.02.18

Mileage program

131,715

52,438

6.01.03

Others

(1,027,644)

(241,126)

6.01.03.01

Net loss for the year

(1,027,644)

(241,126)

6.02

Net cash used in investing activities

(447,694)

239,913

6.02.03

Restricted Cash

(6,875)

27,910

6.02.04

Property, Plant and Equipment

(308,765)

(125,724)

6.02.05

Intangible

(20,656)

(24,319)

6.02.06

Investment acquisition

-

(12,500)

6.02.07

Gains on investment sale, net

-

65,752

6.02.08

Advances for property, plant and equipment acquisition

(35,864)

153,432

6.02.09

Dividends received by subsidiary

1,302

-

6.02.10

Short-term investments

(76,836)

155,362

 

25


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Cash Flows – Indirect Method (Continued)

 

(In thousands of Brazilian Reais)

 

 

 

Current Year

Prior Year

 

Line code

 

Line item

01/01/2015 to 06/30/2015

01/01/2014 to 06/30/2014

6.03

Net cash (used in) generated by financing activities

(235,041)

151,135

6.03.01

Loan funding

297,677

295,719

6.03.02

Payments

(352,183)

(73,304)

6.03.04

Capital increase

3,838

1,235

6.03.06

Financial leasing payment

(184,322)

(122,355)

6.03.08

Dividends paid

-

(67,409)

6.03.09

Shares to be issued

(51)

117,249

6.04

Exchange and monetary variations, net

(149,187)

(107,588)

6.05

Net increase in cash and cash equivalents

(275,856)

814,746

6.05.01

Cash and cash equivalents at beginning of the year

1,898,773

1,635,647

6.05.02

Cash and cash equivalents at end of the year

1,622,917

2,450,393

 

 

26


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Changes in Equity – From 01/01/2015 to 06/30/2015

 

(In thousands of Brazilian Reais)

 

 

 

 

Line code

Line item

Capital Stock

Capital reserves, options

granted and

treasury shares

Accumulated losses

 

Other Comprehensive loss

Consolidated Equity

Non-controlling

Interests

Total consolidated

equity

5.01

Opening balance

2,468,585

852,935

(3,701,194)

(138,713)

(518,387)

185,413

(332,974)

5.03

Adjusted balance

2,468,585

852,935

(3,701,194)

(138,713)

(518,387)

185,413

(332,974)

5.04

Stockholder’s capital transactions

38

8,943

-

-

8,981

90,715

81,734

5.04.08

Stock options exercised

38

-

-

-

38

3,737

3,775

5.04.12

Share-based payments

-

5,727

-

-

5,727

461

6,188

5.04.13

Dividend distributed

-

-

-

-

-

(96,127)

(96,127)

5.04.14

Gains on change on investment

-

3,216

-

-

3,216

1,214

4,430

5.05

Total comprehensive (loss) income

-

-

(1,100,468)

(2,712)

(1,103,180)

72,824

(1,030,356)

5.05.01

Net loss for the period

-

-

(1,100,468)

-

(1,100,468)

72,824

(1,027,644)

5.05.02

Other comprehensive income (loss)

-

-

-

(2,712)

(2,712)

-

(2,712)

5.05.02.08

Other comprehensive results, net

-

-

-

(2,712)

(2,712)

-

(2,712)

5.07

Closing balance

2,468,623

861,878

(4,801,662)

(141,425)

(1,612,586)

167,522

(1,445,064)

 

 

27


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Changes in Equity – From 01/01/2013 to 06/30/2014

 

(In thousands of Brazilian Reais)

 

Line code

Line item

Capital Stock

Capital reserves, options

granted and

treasury shares

Accumulated losses

Other comprehensive loss

Total 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 opening balance

2,356,295

767,818

(2,455,025)

(18,162)

650,926

567,574

1,218,500

5.04

Shareholders’ capital transactions

116,436

79,798

-

-

196,234

(24,209)

172,025

5.04.08

Capital increase

79

-

-

-

79

1,158

1,237

5.04.11

Shares to be issued

116,357

-

-

-

116,357

892

117,249

5.04.12

Share-based payments

-

3,026

-

-

3,026

529

3,555

5.04.13

Dividends distributed

-

-

-

-

-

(67,409)

(67,409)

5.04.14

Gains on investment sold

-

2,802

-

-

2,802

2,672

5,474

5.04.15

Gains on investment sold – G.A Smiles

-

73,970

-

-

73,970

37,949

111,919

5.05

Total comprehensive income

-

-

(305,373)

(56,677)

(362,050)

64,247

(297,803)

5.05.01

Net loss for the period

-

-

(305,373)

-

(305,373)

64,247

(241,126)

5.05.02

Other comprehensive income

-

-

-

(56,677)

(56,677)

-

(56,677)

5.05.02.08

Other comprehensive results, net

-

-

-

(56,677)

(56,677)

-

(56,677)

5.07

Closing balance

2,472,731

847,616

(2,760,398)

(74,839)

485,110

607,612

1,092,722

 

 

28


 

 

GOL Linhas Aéreas Inteligentes S.A.

 

Consolidated Interim Financial Information / Statements of Value Added

 

(In thousands of Brazilian Reais)

 

 

   

Current Year

Prior Year

Line code

Line item

01/01/2015 to

06/30/2015

01/01/2014 to

06/30/2014

7.01

Revenue

4,973,465

5,232,910

7.01.02

Other revenue

4,937,040

5,229,487

7.01.02.01

Passengers, cargo and other

4,918,887

5,154,414

7.01.02.02

Other operating income

18,153

75,073

7.01.04

Allowance/reversal for doubtful accounts

36,425

3,423

7.02

Acquired from third parties

(3,317,779)

(3,438,764)

7.02.02

Material, power, third-party services and other

(1,357,582)

(1,161,845)

7.02.04

Other

(1,960,197)

(2,276,919)

7.02.04.01

Suppliers of fuel and lubrificants

(1,640,141)

(1,941,598)

7.02.04.02

Aircraft insurance

(12,966)

(9,661)

7.02.04.03

Sales and advertising

(307,090)

(325,660)

7.03

Gross value added

1,655,686

1,794,146

7.04

Retentions

(197,903)

(259,561)

7.04.01

Depreciation, amortization and exhaustion

(197,903)

(259,561)

7.05

Added value produced

1,457,783

1,534,585

7.06

Value added received in transfer

207,112

169,657

7.06.01

Equity in subsidiaries

(2,647)

(1,407)

7.06.02

Financial income

209,759

171,064

7.07

Total wealth for distribution

1,664,895

1,704,242

7.08

Wealth for distribution

1,664,895

1,704,242

7.08.01

Employees

751,515

631,437

7.08.01.01

Salaries

609,090

547,920

7.08.01.02

Benefits

90,595

38,446

7.08.01.03

F.G.T.S.

51,830

45,071

7.08.02

Taxes

422,206

417,395

7.08.02.01

Federal taxes

407,764

404,279

7.08.02.02

State taxes

13,594

11,865

7.08.02.03

Municipal taxes

848

1,251

7.08.03

Third-party capital remuneration

1,518,818

896,536

7.08.03.01

Interest

1,047,736

439,181

7.08.03.02

Rent

458,988

425,996

7.08.03.03

Other

12,094

31,359

7.08.03.03.01

Lenders

12,094

31,359

7.08.04

Capital remuneration

(1,027,644)

(241,126)

7.08.04.03

Loss for the period

(1,100,468)

(305,373)

7.08.04.04

Non-controlling interest

72,824

64,247

 

29


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

(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 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 - ITR were authorized for issuance at the Board of Directors’ meeting held on August 11, 2015. The Company’s registered Office is at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

 

2.1.    Basis of preparation  

 

The individual and consolidated interim financial information – ITR was prepared for the six-month period ended on June 30, 2015 in accordance with International Accounting Standards (“IAS”) 34, and with corresponding Brazilian technical pronouncements, CPC (21).

 

The consolidated interim financial information – ITR was prepared based on historical cost, except for certain financial assets and liabilities measured at fair value and investments measure through the equity method.

 

The individual and consolidated interim financial information – ITR 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 individual and consolidated financial statements from the year ended December 31, 2014 filed on March 30, 2015, 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, 2014 to June 30, 2015.

 

30


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

The shareholder’s equity individual and consolidated interim financial information – ITR 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 - ITR, such as sales volume, agreement information, forecasts, insurance, among others, have not been reviewed.

 

2.2.    New standards, amendments and interpretations

 

a) New standards and interpretations issued by IASB but not applicable until June 30, 2015 with no early adoption by the Company:

 

•    IFRS 9 Financial instruments: On July, 2014, IASB issued the final version of IFRS 9 - Financial Instruments, which reflects all phases of the financial instruments project, and replaces the IAS 39 - Financial Instruments: Recognition and Measurement and all IFRS 9’s previous versions. The standard introduces new requirements on classification and measurement, loss on impairment and hedge accounting. IFRS 9 is effective for annual periods beginning on January 01, 2018 or thereafter, and the early application is not allowed. Retrospective application is required, but it is not mandatory, however, the presentation of comparative information. Early adoption of earlier versions of IFRS 9 (2009, 2010 and 2013) is allowed if the initial application date is earlier than February 01, 2015. The adoption of IFRS 9 will have an effect on the classification and measurement of the Company’s financial assets, not causing, however, any impact on the classification and measurement of the financial liabilities of the Company.

•    IFRS 15 Revenue contract with customers: Establish a model of five steps that apply to income received from a customer contract, regardless of the type of revenue or industry transaction. Applies to all revenue contracts 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 regular activities of the entity (i.e. real estate sales, installations and equipment or intangibles). Extensive disclosures are also required by this standard. This Statement shall be applied for annual periods beginning on or after January 01, 2017, with earlier application allowed.

 

In addition the following new standards, amendments and interpretations were issued by IASB, but the Company’s Management does not expect impacts on the individual and consolidated interim financial information on the initial adoption:

 

•    IFRS 14 - Deferred Regulatory Accounts - Applicable for annual periods beginning on January 01, 2016 or thereafter;

•    Annual impovements – Cycle 2010-2012 and cycle 2011-2013 – Aplicable for annual periods begginning on July 1, 2014 or, thereafter;

•    Amendments to IFRS 11 Joint Arrangements: Acquisitions accounting for corporate parties - Applicable for annual periods beginning on January 01, 2016 and thereafter, and the early application is not allowed in Brazil.

•    Amendments to IAS 16 and IAS 38 – Explanation of acceptable methods of depreciation amortization - The amendments are applicable prospectively for annual periods beginning on January 01, 2016 or thereafter.

 

 

 

31


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

The Company intends to adopt those Standards when these become effective and disclose and recognize the impacts in the interim financial information that may occur on application of those standards.

 

Considering the current of the Company and its subsidiaries, management does not expect this change to have a material effect on the interim financial information - ITR from its adoption.

 

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.

 

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

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Cash and bank deposits

234,834

32,995

767,447

507,248

Cash equivalents

66,671

426,369

855,470

1,391,525

 

301,505

459,364

1,622,917

1,898,773

         

 

The cash equivalents breakdown is as follows:

 

 

Individual

Consolidated

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Private bonds

65,357

426,369

656,528

1,130,462

Government bonds

-

-

-

63

Investment funds

1,314

-

198,942

261,000

 

66,671

426,369

855,470

1,391,525

 

 

As of June 30, 2015, 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 90% and 101% of the Interbank Deposit Certificate rate (“CDI”) on the onshore investments.

 

The investment funds were represented primarily by government bonds paid at a weighted average rate of 93% of the CDI rate.

 

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

 

 

32


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

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 December 31, 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).

 

Given this increase, the Company recorded an exchange rate depreciation justified by the intention to repatriate values related to the operations performed in Venezuela as of January, 2014.

 

The total amount of the cash in Venezuela registered under “Cash and bank deposits” as of June 30, 2015 was BS 827,885. The cash related to 2013 sales is started at the official exchange rate of 6.3 bolivars per U.S. Dollar. Cash related to 2014 sales and repatriation requests are started using SICAD 1 at the exchange rate of 12.0 bolivars per U.S. Dollar. The portion accrued as an impairment from the Venezuelan Bolívar related to U.S. Dollar as of June 30, 2015 was R$57,609 (R$72,972 as of December 31, 2014). The net recoverable balance of R$351,118 is recorded as “Cash and bank deposits”. While the cash is available for use in Venezuela with no restriction, the Company ability to repatriate these funds has been limited due to Venezuelan government controls.

 

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

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Private bonds

-

55,849

1,498

74,127

Government bonds

-

-

5,799

66,030

Investment funds

-

642

86,446

156,667

 

-

56,491

93,743

296,824

 

As of June 30, 2015, the private bonds were represented by CDBs and financial letters with first-rate financial institutions, paid at a weighted average rate of 102% of the CDI rate on onshore investments.

 

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

 

Investment funds are represented primarily by private and government bonds paid at a weighted average of 101% of the CDI rate.

 

 

33


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

6.     Restricted cash

 

 

Individual

Consolidated

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Margin deposits for hedge transactions (a)

-

-

69,337

82,025

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

7,151

-

51,292

42,040

Escrow deposits - Bic Banco (c)

22,116

21,579

70,322

70,820

Escrow deposits - Leasing (d)

-

-

82,339

72,672

Escrow deposits - Debentures (e)

-

-

61,779

58,303

Other deposits

503

442

3,356

5,690

29,770

22,021

338,425

331,550

 

 

 

 

Current

7

7

61,786

58,310

Noncurrent

29,763

22,014

276,639

273,240

         

 

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

(b)    The consolidated amount of R$44,141 is related to the the guarantee of the loan of the subsidiary Webjet (See Note 18).

(c)    The amount of R$22,116 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 24b 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.

 

7.     Trade receivable

 

 

Consolidated

06/30/2015

12/31/2014

Local currency

 

 

Credit card administrators

94,137

72,116

Travel agencies

252,969

176,244

Installment sales (a)

7

43,730

Cargo agencies

32,127

35,536

Airline partners companies

32,506

29,044

Other (b)

45,140

67,228

456,886

423,898

Foreign currency

 

 

Credit card administrators

24,559

18,502

Travel agencies

15,202

10,151

Cargo agencies

13

89

39,774

28,742

496,660

452,640

 

 

Allowance for doubtful accounts (a)

(45,922)

(83,837)

450,738

368,803

 

 

Current

450,738

352,284

Noncurrent

-

16,519

 

(a) The amount of R$43,416 related to installment sales “Voe Fácil” overdue above 360 days was fully provisioned and written off on April 30, 2015.

(b) Includes the amount of R$23,261, related to commercial cooperation strategic partnership with Air France-KLM to be received in two equal installments on June,2016, being the long-term installment registered on “Other credits”. For further information, see Note 12e.

34


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

The aging list of accounts receivable is as follows:

 

 

Consolidated

 

06/30/2015

12/31/2014

Not yet due

370,522

278,311

Overdue until 30 days

17,010

14,480

Overdue 31 to 60 days

7,889

6,748

Overdue 61 to 90 days

7,049

3,606

Overdue 91 to 180 days

13,993

10,775

Overdue 181 to 360 days

16,126

34,434

Overdue above 360 days

64,071

104,286

 

496,660

452,640

 

The average collection period of installment sales is 5 months and a 7.45% monthly interest is charged on the receivable balance, recognized in financial result. The average collection period of the other receivables is 127 days as of June, 30 2015 and December, 31 2014.

 

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

 

 

Consolidated

 

06/30/2015

12/31/2014

Balance at beginning of the period

(83,837)

(85,101)

Additions

(19,638)

(17,143)

Unrecoverable amounts

49,174

9,624

Recoveries

8,379

8,783

Balance at the end of the period

(45,922)

(83,837)

 

8.     Inventories

 

Consolidated

 

06/30/2015

12/31/2014

Consumables

36,907

26,020

Parts and maintenance materials

138,515

117,748

Advances to suppliers

-

322

Others

8,100

7,450

Provision for obsolescence

(14,997)

(12,858)

168,525

138,682

 

The changes in the provision for obsolescence are as follows:

 

 

Consolidated

06/30/2015

12/31/2014

Balance at the beginning of the period

(12,858)

(12,227)

Additions

(2,170)

(3,968)

Write-off and reversal

31

3,337

Balance at the end of the period

(14,997)

(12,858)

 

 

 

35


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

9.     Deferred and recoverable taxes

 

a)      Recoverable taxes

 

 

Individual

Consolidated

06/30/2015

12/31/2014

06/30/2015

12/31/2014

ICMS

-

-

41,782

39,321

Prepaid income taxes

25,900

25,206

93,330

64,750

Withholding taxes (IRRF)

762

3,336

2,918

14,594

PIS and COFINS

-

-

6,834

2,472

Withholding tax of public institutions

-

-

6,810

16,845

Value added tax - IVA

-

-

19,769

12,280

Income tax on imports

-

657

2,707

734

Others

-

482

1,838

583

Total

26,662

29,681

175,988

151,579

 

 

 

 

Current assets

7,904

10,289

101,647

81,245

Noncurrent assets

18,758

19,392

74,341

70,334

 

b)      Deferred tax assets (liabilities) - long term

 

 

GLAI

VRG

Smiles

Consolidated

06/30/2015

12/31/2014

06/30/2015

12/31/2014

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Income Tax losses

45,875

47,381

283,543

283,543

-

-

329,418

330,924

Negative basis of social contribution

16,515

17,057

102,075

102,075

-

-

118,590

119,132

Temporary differences:

 

 

 

 

 

 

 

 

Mileage program

-

-

46,853

46,853

-

-

46,853

46,853

Allowance for doubtful accounts and

  other credits

-

-

95,874

95,874

653

729

96,527

96,603

Provision for losses on VRG’s acquisition

-

-

143,350

143,350

-

-

143,350

143,350

Provision for legal and tax liabilities

1,024

867

41,827

41,827

291

158

43,142

42,852

Aircraft return

-

-

102,524

102,524

-

-

102,524

102,524

Derivative transactions not settled

-

-

89,476

88,078

-

-

89,475

88,078

Tax benefit due to goodwill incorporation (a)

-

-

-

-

51,059

58,353

51,059

58,353

Flight rights

-

-

(353,226)

(353,226)

-

-

(353,226)

(353,226)

Maintenance deposits

-

-

(116,873)

(116,873)

-

-

(116,873)

(116,873)

Depreciation of engines and parts for

  aircraft maintenance

-

-

(164,391)

(164,391)

-

-

(164,391)

(164,391)

Reversal of goodwill amortization on

  VRG’s acquisition

-

-

(127,659)

(127,659)

-

-

(127,659)

(127,659)

Aircraft leasing

-

-

73,412

73,412

-

-

73,412

73,412

Others (b)

-

-

123,264

123,264

19,316

9,454

164,175

147,043

Total deferred tax and social

contribution - noncurrent

63,414

65,305

340,049

338,651

71,319

68,694

496,376

486,975

                   

 

(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$21,595 is registered directly in the consolidated column (R$14,325 as of December 31, 2014).

 

 

 

36


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

The Company, VRG and Webjet have net operating losses and negative basis of social contribution. The net operating losses carryforward have no expiration period, however, the compensation is limited to 30% of the annual taxable profit. The unused balances of net operating losses carryforward are as follow:

 

 

Individual

(GLAI)

Direct subsidiary

(VRG)

Indirect subsidiary

(Webjet)

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Income tax losses

183,495

189,522

3,095,287

2,801,620

833,904

818,159

Negative basis of social contribution

183,495

189,522

3,095,287

2,801,620

833,904

818,159

             

 

As of June 30, 2015, the tax credits 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. The forecast of future taxable income on tax losses and negative tax base of social contribution were prepared based on the business plan and approved by the Board of Directors on December 19, 2014.

 

The Company’s Management considers that the deferred assets recognized as of June 30, 2015 arising from temporary differences will be realized when the provisions are settled and the related future events are resolved.

 

The analysis of the deferred taxes credits realization was described by company as follow:   

 

GLAI: the Company recognized tax credit amounted in R$63,414, of which R$62,390 is related to tax loss and negative basis of social contribution and R$1,024 is related to the temporary differences, with realization supported by the long term plan of the Company.

 

VRG: this subsidiary recognized tax credits on tax losses and negative basis of social contribution in the amount of R$1,052,398. 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 due to the changes on the dolar currency, registered the deferred tax assets on tax losses and negative basis by the lowest value obtained in this analysis. As a result, the subsidiary VRG did not recognized R$666,780, keeping the partial realization of R$385,618.

 

With related to the temporary differences, due to the recents events that are genearating instability in the politic and economic scenary in Brazil, as well as the strong variation of the dolar rate, the subsidiary did not recognized the net amount of R$111,332 of deferred income tax and social contribution. The administration will continue monitoring the external factors, aiming to reflect on its books only the assets and liability that have achievement according to projected results.

 

Smiles: for this subsidiary does not present tax losses and negative basis of social contribution. Thus, the deferred tax credit is composed only for temporary differences which, according to the taxable results history and the forecast, expectation of realization.

 

Webjet: the forecast did not present suficiente taxable profits to be realized over future periods, and as a result, a provision was recorded for unrealizable loss tax credits of R$283,527.

 

The reconciliation of effective rate of income tax and social contribution for the period of three and six months ended June 30, 2015 is shown as follow:

 

 

 

37


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Individual

 

Three-month ended on

Six-month ended on

06/30/2015

06/30/2014

06/30/2015

06/30/2014

Loss before income tax and social contribution

(396,295)

(174,166)

(1,093,656)

(305,355)

Combined tax rate

34%

34%

34%

34%

Income tax credits at the combined tax rate

134,740

59,216

371,843

103,821

Adjustments to calculate the effective tax rate:

 

 

 

 

Equity results

(149,652)

(68,694)

(244,543)

(134,644)

Tax losses from wholly-owned subsidiaries

(16,819)

(4,659)

(32,895)

(4,226)

Income tax on permanent differences and other

23

-

18

-

Nontaxable revenues (nondeductible expenses), net

(551)

(205)

(1,043)

(6,334)

Juros sobre o capital próprio

(1,299)

-

(1,299)

-

Exchange variation on foreign investments

33,941

15,299

(98,893)

44,090

Benefit on tax losses and temporary differences

not constituted

-

(970)

-

(2,725)

Income tax and social contribution credit (expense)

383

(12)

(6,812)

(18)

 

 

 

 

Current income tax and social contribution

270

-

(4,765)

-

Deferred income tax and social contribution

113

(12)

(2,047)

(18)

383

(12)

(6,812)

(18)

Effective rate

-

-

-

-

 

 

 

 

 

 

 

 

Consolidated

Three-month ended on

 

Six-month ended on

06/30/2015

 

06/30/2014

 

06/30/2015

 

06/30/2014

Loss before income tax and social contribution

(234,660)

 

(67,847)

 

(947,370)

 

(117,179)

Combined tax rate

34%

 

34%

 

34%

 

34%

Income tax credits at the combined tax rate

79,784

 

23,068

 

322,106

 

39,841

Adjustments to calculate the effective tax rate:

 

     

 

   

Equity results

(483)

 

(327)

 

(900)

 

(478)

Tax losses from wholly-owned subsidiaries

(17,243)

 

(4,998)

 

(33,657)

 

(4,815)

Income tax on permanent differences and other

(606)

 

171

 

(208)

 

(100)

Nontaxable revenues (nondeductible expenses), net

(28,825)

 

(30,927)

 

(40,903)

 

(58,004)

Juros sobre o capital próprio

1,103

 

-

 

1,103

 

-

Exchange variation on foreign investments

58,458

 

20,104

 

(113,727)

 

61,208

Benefit on tax losses and temporary differences not constituted

(212,450)

 

(84,224)

 

(214,088)

 

(161,599)

Income tax and social contribution credit (expense)

(120,262)

 

(77,133)

 

(80,274)

 

(123,947)

 

     

 

   

Current income tax and social contribution

(3,656)

 

(34,799)

 

(88,123)

 

(74,055)

Deferred income tax and social contribution

(116,606)

 

(42,334)

 

7,849

 

(49,892)

(120,262)

 

(77,133)

 

80,274

 

(123,947)

Effective rate

-

 

-

 

-

 

-

 

 

38


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

10.  Prepaid expenses

 

Individual

Consolidated

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Deferred losses from sale-leaseback

transactions (a)

-

-

22,386

26,525

Prepaid lease

-

-

7,618

44,093

Prepaid insurance

155

532

8,624

21,408

Prepaid commissions

-

-

20,500

16,204

Others (b)

-

-

44,797

9,573

155

532

103,925

117,803

 

 

 

 

Current

155

532

89, 818

99,556

Noncurrent

-

-

14,107

18,247

 

(a)   Related to 11 aircraft 737-800 Next Generation from sale-leaseback transaction from 2006 to 2009. For further information, see Note 30b.

(b)   Includes the amount of R$13,675 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

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Judicial deposits (a)

30,539

26,706

299,841

266,686

Maintenance deposits (b)

-

-

307,488

343,688

Deposits in guarantee for lease agreements (c)

-

-

221,471

183,134

 

30,539

26,706

828,800

793,508

 

a)    Judicial deposits

 

Judicial deposits and blocked escrows represent guarantees of lawsuits related to tax, civil and labor claims deposited in escrow until the resolution of the related claims. Part of the 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 June 30, 2015 the blocked amounts regarding the Varig’ succession and the third-party lawsuits are R$90,835 and R$71,851 respectively (R$85,558 and R$66,970 as of December 31, 2014, respectively).

 

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.

 

39


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

c)    Deposits in guarantee for lease agreements

 

As required by some 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 as follow:

 

 

 

Asset

Liability

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

GLAI with VRG

149,052

52,778

-

4,129

GAC with VRG (*)

-

-

49,125

129,658

LuxCo with VRG

-

-

-

17,621

 

149,052

52,778

49,125

151,408

         

 

(*) Refers to loan agreements in US dollars. For the period ended June 30, 2015,the Company prepaid an amount of R$80,833

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$625,638. These transactions are eliminated by the Company, since the entities are offshore and are considered an extension of the Company’s operations.

 

b)    Transportation services and consulting

 

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, 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). The agreement was expired on May 31, 2015 and is its renovation is still in progress.

ii.     Expresso União Ltda., to provide employees’ transportation, maturing on August 01, 2016.

iii.    Serviços Gráficos S.A., providing graphic services, maturing on July 01, 2015.

iv.   Pax Participações S.A., to provide consulting and advisory services, with maturity agreement on April 30, 2016.

 

 

40


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

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

 

As of June 30, 2015, balances payable to related companies amounting to R$3,517 (R$3,286 as of December 31, 2014) are included in the balance of accounts payables and substantially refers to the payment to Breda Transportes e Serviços S.A..

 

During the period ended on June 30, 2015, the subsidiary VRG recognized the total expenses related to these services of R$8,369 (R$6,735 as of June 30, 2014).

 

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.

 

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 June 30, 2015, VRG holds three series of Guaranteed Notes for maintenance of engines, issued on March 11, 2013, February 14, 2014 and March 13, 2015, maturing up to 3 years. During the period ended June 30, 2015 the spending on engine maintenance conducted by Delta Air Lines was R$178,220 (R$17,403 as of June 30, 2014).

 

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 period ended December 31, 2014, the second installment in the amount of R$17,679 was received during the period ended June 30, 2015 and the last one in the amount of R$23,261 will be received in 2016, these values are being updated by the current exchange rate. The agreement will mature within 5 years and the installments will be amortized monthly. On June 30, 2015, the company has deffered revenue in the amount of R$22,430 and R$59,815 recorded as “Other Liabilities” in the current and noncurrent liability, respectively (R$22,430 and R$71,030 as of December 31, 2014, in the current and noncurrent liability, respectively).

 

 

 

41


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

f)     Remuneration of key management personnel

 

 

Consolidated

 

Three-month ended on

 

Six-month ended on

 

06/30/2015

06/30/2014

 

06/30/2014

06/30/2014

Salaries and benefits

8,327

9,981

 

13,738

15,741

Related taxes and charges

1,919

849

 

2,856

2,173

Share-based payments

287

904

 

2,356

1,979

 

10,533

11,734

 

18,950

19,893

 

As of June 30, 2015 and 2014 the Company did not offer post employment benefits, and there are no severance benefits or other long-term benefits for the Management or other employees.

 

13.  Share-based payments

 

The Company holds two share-based payment plans offered to its management personnel: the Stock Option Plan and the Restricted Shares Plan. Both plans stimulate and promote the alignment of the Company’s goals, 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)    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.

 

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:

 

 

 

 

42


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Stock Options Plan

Option year

Board

meeting

Total options granted

Outstan-ding options

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

Average remaining maturity

(in years)

2006

01/02/2006

99,816

13,220

47.30

51.68

39.87%

0.93%

18.00%

2

2007

12/31/2006

113,379

14,962

65.85

46.61

46.54%

0.98%

13.19%

3

2008

12/20/2007

190,296

41,749

45.46

29.27

40.95%

0.86%

11.18%

4

2009 (a)

02/04/2009

1,142,473

20,414

10.52

8.53

76.91%

-

12.66%

5

2010 (b)

02/02/2010

2,774,640

1,097,811

20.65

16.81

77.95%

2.73%

8.65%

6

2011

12/20/2010

2,722,444

947,172

27.83

16.07 (c)

44.55%

0.47%

10.25%

6

2012

10/19/2012

778,912

501,819

12.81

5.32 (d)

52.25%

2.26%

9.00%

8

2013

05/13/2013

802,296

572,616

12.76

6.54 (e)

46.91%

2.00%

7.50%

9

2014

08/12/2014

653,130

548,061

11.31

7.98 (f)

52.66%

3.27%

11.00%

10

 

 

9,277,386

3,757,824

19.33

 

 

 

 

6.96

 

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

 

The movement of the stock options for the period ended June 30, 2015 is as follows:

 

 

 

Total of stock

options

Weighted average exercise price

Options outstanding as of December 31, 2014

3,861,742

19.44

Options cancelled and adjustments in estimated lost rights

(103,918)

21.09

Options outstanding as of June 30, 2015

3,757,824

19.34

 

 

Number of options exercisable as of December 31, 2014

3,235,562

20.93

Number of options exercisable as of June 30, 2015

3,368.891

20.23

 

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.

 

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%

 

 

2,106,009

 

 

 

 

43


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

As of June 30, 2015, the Company transferred 477,279 restricted shares to its beneficiaries, amounting R$3,425.

 

Smiles

 

The Stock Option Plan

 

Stock Options Plan

Option year

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 of return

Length of the option

(in years)

2013

08/08/2013

1,058,043

21.70

4.25 (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

 

 

2,208,043

 

 

 

 

 

 

 

(a)     The fair value calculated for the plan was R$4.84, R$4.20 and R$3.73 for the respective periods of vesting from 2013 to 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 period ended June 30, 2015 is as follows:

 

 

Total of stock

options

Weighted average

exercise price

Options outstanding as of December 31, 2014

1,347,926

28.75

Options exercised

(561,008)

14.56

Options outstanding as of June 30, 2015

786,918

29.59

 

For the  period ended June 30, 2015, the Company recorded in stockholders' equity a result from share-based payments in the amount of R$5,727 related to Company’s stockholders, and R$461 related to its non-controlling stockholders (R$9,084 related to Company’s stockholders and R$1,254 related to its non-controlling stockholders for the year ended December 31, 2014) for the plans presented above, being the corresponding entry in the income statement result classified as personnel costs

 

14.  Investments

 

The 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.

 

The amount of consolidated investments is related to 21.3% of the working capital of Netpoints Fidelidade S.A., hold by the subsidiary Smiles, and to SCP Trip investment, hold by the subsidiary VRG, both registered as equity method.

 

The change in investments during the period ended June 30, 2015 is as follows:

 

 

 

44


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Individual

 

Consolidated

 

Gol

Dominicana

VRG

Smiles

Total

 

Trip

Netpoints

Total

Relevant information of the Company’s subsidiaries as of June 30, 2015:

     

 

 

 

 

 

Total number of shares

-

4,251,383,432

123,070,277

-

 

-

60,492,404

-

Capital

8,846

3,343,381

146,162

-

 

1,318

63,451

-

Interest

100.0%

100.0%

54.1%

-

 

60.0%

21.3%

-

Total stockholder’s equity

1,537

(716,885)

364,878

-

 

2,242

15,049

-

Unrealized gains (a)

-

-

(41,919)

-

 

-

-

-

Adjusted stockholder’s equity (b)

1,537

(716,885)

155,437

-

 

1,345

18,374

-

Net (loss) income for the period

(2,243)

(789,106)

159,042

-

 

924

(49,898)

-

Unrealized gains (a)

-

-

(14,113)

-

 

-

-

-

Net (loss) income for the year attributable

to Company’s stockholders

(2,243)

(789,106)

72,104

-

 

555

(3,201)

-

 

 

 

 

 

 

 

 

 

Changes on investments:

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

1,197

(12,796)

192,819

181,220

 

2,092

6,391

8,483

Equity in subsidiaries

(2,243)

(789,106)

72,104

(719,245)

 

555

(3,202)

(2,647)

Exchange variation from foreign subsidiaries

(39)

(196)

-

(235)

 

-

-

-

Unrealized hedge losses

-

(2,712)

-

(2,712)

 

-

-

-

Gains due to change on investment

-

-

3,216

3,216

 

-

-

-

Capital increase

2,621

-

-

2,621

 

-

-

-

Dividends

-

-

(113,246)

(113,246)

 

(1,302)

-

(1,302)

Goodwill on investment acquisition

-

-

-

-

 

-

15,185

15,185

Share-based payments

-

-

545

545

 

-

-

-

Amortization losses, net of sale leaseback (c)

-

(3,249)

-

(3,249)

 

-

-

-

Balance as of June 30, 2015

1,536

(808,059)

155,438

(651,085)

 

1,345

18,374

19,719

 

(a)    Refers to transactions related to revenue for redeeming miles for flight tickets for Smiles Program participants that, for consolidated Interim Financial Information 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)    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 March 31, 2015, 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 June 30, 2015 was R$20,159 (R$23,406 as of December 31, 2014). For further details, see Note 30b.

 

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. The preferred stockholders are entitled to receive dividends per share 35 (thirty five) times of the dividends per share paid to common stockholders. Therefore, the Company understands that the economic capacity of the preferred shares is higher than the common 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.

 

 

 

45


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

Individual and Consolidated

 

Three-month ended on

06/30/2015

06/30/2014

 

Common

Preferred

Common

Preferred

Numerator

   

 

 

Net loss for the period attributable to Company’ stockholders

(202,386)

(193,526)

(90,551)

(83,627)

Diluted securities effect - Smiles (a)

(140)

(133)

(173)

(160)

(202,526)

(193,659)

(90,724)

(83,787)

Denominator

 

 

 

 

Weighted average number of outstanding  shares (In thousands)

5,035,037

137,561

5,035,037

132,859

Adjusted weighted average number of outstanding shares and diluted presumed conversions (In thousands)

5,035,037

137,561

5,035,037

132,859

 

 

 

 

Basic loss per share (b)

(0.040)

(1.407)

(0.018)

(0.629)

Diluted loss per share (b)

(0.040)

(1.408)

(0.018)

(0.631)

 

 

Individual and Consolidated

 

Six-month ended

06/30/2015

06/30/2014

 

Common

Preferred

Common

Preferred

Numerator

   

 

 

Net loss for the period attributable to Company’ stockholders

(562,862)

(537,606)

(158,756)

(146,617)

Diluted securities effect - Smiles (a)

(140)

(133)

(173)

(160)

(563,002)

(537,739)

(158,929)

(146,777)

Denominator

 

 

 

 

Weighted average number of outstanding shares (In thousands)

5,035,037

137,403

5,035,037

132,858

Adjusted weighted average number of outstanding shares and diluted presumed conversions (In thousands)

5,035,037

137,403

5,035,037

132,858

 

 

 

 

Basic loss per share (b)

(0.112)

(3.913)

(0.032)

(1.104)

Diluted loss per share (b)

(0.112)

(3.914)

(0.032)

(1.105)

 

(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.

(b)    The weighted average considers the split of common shares approved at the Extraordinary General Meeting held on March 23, 2015, in accordance with CPC 41 (IAS 33). Earnings per share presented reflects of the economic strenght of each class of shares.

 

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 June 30, 2015, these instruments issued have anti-dilutive effect and, therefore, are not considered in the total number of outstanding shares.

 

46


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

16.  Property, plant and equipment

 

Individual

 

The balance corresponds to advances for acquisition of aircraft and are related to prepayments made based on the contracts with Boeing Company to acquire 18 aircraft 737-800 Next Generation (21 aircraft as of December 31, 2014) and 109 aircraft 737-MAX (109 aircraft as of December 31, 2014) in the amount of R$464,476 (R$434,387 as of December 31, 2014) and the right to the residual value of aircraft in the amount of R$427,300 (R$427,300 as of December 31, 2014), both held by the subsidiary GAC.

 

Consolidated

 

06/30/2015

12/31/2014

 

Weighted anual depreciation rate

Cost

Accumulated

depreciation

Net

amount

Net

amount

 

Flight equipment

 

 

 

 

 

Aircraft under finance leasing (a)

4%

3,067,356

(1,059,770)

2,007,586

2,079,724

Sets of replacement parts and

  spares engines

4%

1,169,029

(389,591)

779,438

755,640

Aircraft reconfigurations/overhauling

30%

1,187,538

(814,432)

373,106

198,359

Aircraft and safety equipment

20%

2,051

(1,264)

787

840

Tools

10%

30,361

(16,618)

13,743

13,751

 

5,456,335

(2,281,675)

3,174,660

3,048,314

 

 

 

 

 

Impairment losses (b)

-

(26,100)

-

(26,100)

(33,381)

 

5,430,235

(2,281,675)

3,148,560

3,014,933

Property, plant and equipment in use

 

 

 

 

 

Vehicles

20%

10,789

(8,794)

1,995

1,709

Machinery and equipment

10%

52,928

(27,205)

25,723

25,647

Furniture and fixtures

10%

22,614

(14,783)

7,831

7,091

Computers and peripherals

20%

38,600

(28,939)

9,661

10,939

Communication equipment

10%

2,542

(1,595)

947

1,032

Facilities

10%

4,458

(3,877)

581

724

Maintenance center - Confins

10%

105,971

(52,420)

53,551

58,954

Leasehold improvements

20%

52,008

(43,169)

8,839

10,297

Construction in progress

-

23,354

-

23,354

14,511

 

313,264

(180,782)

132,482

130,904

 

5,743,499

(2,462,457)

3,281,042

3,145,837

Advances for aircraft acquisition

-

492,061

-

492,061

456,197

 

6.235.560

(2,462,457)

3,773,103

3,602,034

 

(a)  The aircraft under finance lease with purchase option at the end of the agreement are linearly depreciated by the estimated useful life until its residual value of 20%, estimated based on market values.

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

 

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

 

 

 

47


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Property, plant and equipment under finance lease

Other flight equipment (*)

Advances for acquisition of property, plant and equipment

 

Others

Total

As of January 01, 2014

2,175,697

987,310

467,764

141,389

3,772,160

Additions

60,679

189,917

482,910

18,064

751,570

Disposals

(304)

(5,064)

(494,477)

(46)

(499,891)

Depreciation

(156,348)

(236,954)

-

(28,503)

(421,805)

As of December 31, 2014

2,079,724

935,209

456,197

130,904

3,602,034

Additions

-

311,437

249,754

15,359

576,550

Disposals

(3,121)

(4,240)

(213,890)

-

(221,251)

Depreciation

(69,017)

(101,432)

-

(13,781)

(184,230)

As of June 30, 2015

2,007,586

1,140,974

492,061

132,482

3,773,103

 

(*) 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

Airport operating licenses

Software

Total

Balance as of January 01, 2014

542,302

1,038,900

112,988

1,694,190

Additions

15,183

-

46,308

61,491

Disposals

-

-

(4)

(4)

Amortizations

-

-

(41,491)

(41,491)

Balance as of December 31, 2014

557,485

1,038,900

117,801

1,714,186

Additions

-

-

20,655

20,655

Disposals (*)

(15,183)

-

-

(15,183)

Amortizations

-

-

(13,673)

(13,673)

Balance as of June 30, 2015

542,302

1,038,900

124,783

1,705,985

  

(*) Referes to the goodwill transfer related to Netpoints S.A. acquisition by the subsidiary Smiles S.A., under “investments” for better presentation.

 

18.  Short and long-term debt

 

 

 

Maturity of

the contract

Interest rate

 

Individual

 

Consolidated

   

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Short-term debt

           

Local currency:

   

 

 

 

 

BNDES – Direct (a)

Jul, 2017

TJLP+1.40% p.a.

-

-

3,119

3,111

Debentures IV (b)

Sep, 2018

128% from DI

-

-

172,677

166,974

Debentures Smiles (c)

Jul, 2015

115% from DI

-

-

56,095

347,484

Safra (d)

May, 2018

128% from DI

-

-

16,512

16,357

Safra K-giro (n)

Sep, 2015

111% from DI

-

-

119,200

-

Interest

-

-

-

-

7,744

10,153

Foreign currency (in US$):

 

 

 

 

 

 

J. P. Morgan (e)

Feb, 2016

0.91% p.a.

-

-

86,321

54,213

Finimp (f)

Mar, 2016

3.21% p.a.

-

-

220,117

117,598

Engine Facility (Cacib) (g)

Jun, 2021

Libor 3m+2.25% p.a.

-

-

16,406

14,048

Interest

-

-

81,049

56,619

78,618

55,470

 

 

 

81,049

56,619

776,809

785,408

Financial lease

Jul, 2025

4.97% p.a.

-

-

382,996

325,326

Total short-term debt

 

 

81,049

56,619

1,159,805

1,110,734

 

 

 

 

 

 

 

Long-term debt

 

 

 

 

 

 

Local currency:

 

 

 

 

 

 

BNDES – Direct (a)

Jul, 2017

TJLP+1.40% p.a.

-

-

3,355

4,904

Debentures IV (b)

Sep, 2018

128% from CDI

-

-

444,335

443,076

Debentures V (h)

Jun, 2017

128% from CDI

-

-

492,500

490,625

Safra (d)

May, 2018

128% from DI

-

-

82,585

82,585

Foreign currency (in US$):

 

 

 

 

 

 

J.P. Morgan (e)

Mar, 2018

0.90% p.a.

-

-

71,360

13,566

Engine Facility (Cacib) (g)

Jun, 2021

Libor 3m+2.25% p.a.

-

-

177,077

158,447

Senior Bond I (i)

Apr, 2017

7.50% p.a.

261,112

223,543

261,112

223,543

Senior Bond II (j)

Jul, 2020

9.25% p.a.

478,525

408,663

478,525

408,663

Senior Bond III (k)

Feb, 2023

10.75% p.a.

109,156

93,450

99,324

82,970

Senior Bond IV (l)

Jan, 2022

8.87% p.a.

984,411

841,313

984,411

841,313

Perpetual Bond (m)

-

8.75% p.a.

620,519

531,240

555,365

475,460

 

 

2,453,723

2,098,209

3,649,949

3,225,152

Financial lease

Jul, 2025

4.97% p.a.

-

-

2,038,387

1,899,353

Total long-term debt

   

2,453,723

2,098,209

5,688,336

5,124,505

 

 

 

 

 

 

 

Total

 

 

2,534,772

2,154,828

6,848,141

6,235,239

 

48


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

(a) Credit line obtained on June 27, 2012, to the expansion of the aircraft maintenance Center ("CMA").

(b) Issuance of 600 debentures on September 30, 2010, which the amount raised were used to supply working capital on the subsidiary VRG.

(c) Issuance of 60,000 debentures on July 15, 2014, which the amount raised were used on the capital reduction on Smiles, at the same date.

(d)The total amount of the financing as of June 30, 2015 was R$99,020 with guaranteed deposits in the amount of R$44,141 as shown in Note 6.

(e) Issuance of 3 series of Guaranteed Notes to finance engine maintenance. For further information, see Note 12d.

(f)  Credit line with Banco do Brasil and Banco Safra of import financing for purchase of spare parts and aircraft equipment.

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

(h)Issuance of 500 debentures on June 10, 2011, which the amount raised was used to supply working capital on the subsidiary VRG.

(i)  Issuance of the Bond by the subsidiary Finance on March 22, 2007was used on pre-payments financing for purchase of aircraft.

(j)  Issuance of Bond by the subsidiary Finance on July 13, 2010 in order to pay debts held by the Company.

(k) Issuance of the Bond by the subsidiary VRG on February 07, 2013 in order to finance the pre-payment of debts that will mature in the next 3 years. The total amount of the Bond was transferred to the subsidiary LuxCo, along with the financial applications acquired on the date of issuance, and and a portion of the loan was prepaid.

(l)  Issuance of the Bond by the subsidiary LuxCo on September 24, 2014 in order to finance the repurchase of the Senior Bonds I, II and III.

(m) Issuance of the Bond by the subsidiary Finance on April 05, 2006 to finance aircraft purchase and bank loans.

(n)Short term loan used to supply working capital on the subsidiary VRG by the Safra bank.

 

The maturities of long-term debt as of June 30, 2015 are as follows:

 

 

2016

2017

2018

2019

After

2019

Without

maturity date

Total

Individual

 

 

 

 

 

 

 

Foreign currency (in US$):

 

 

 

 

 

 

 

Senior Bond I

-

261,112

-

-

-

-

261,112

Senior Bond II

-

-

-

-

478,525

-

478,525

Senior Bond III

-

-

-

-

109,156

-

109,156

Senior Bond IV

-

-

-

-

984,411

-

984,411

Perpetual Bond

-

-

-

-

-

620,519

620,520

Total

-

261,112

-

-

1,572,092

620,519

2,453,723

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Local currency:

 

 

 

 

 

 

 

BNDES – Direct

1,549

1,806

-

-

-

-

3,355

Safra

33,333

33,333

15,919

-

-

-

82,585

Debentures IV

50,100

50,100

344,135

-

-

-

444,335

Debentures V

250,000

242,500

-

-

-

-

492,500

Foreign currency (in US$):

 

 

 

 

 

 

 

J.P. Morgan

21,285

41,925

8,150

-

-

-

71,360

Engine Facility (Cacib)

8,298

16,595

16,595

16,595

118,994

-

177,077

Senior Bond I

-

261,112

-

-

-

-

261,112

Senior Bond II

-

-

-

-

478,525

-

478,525

Senior Bond III

-

-

-

-

99,324

-

99,324

Senior Bond IV

-

-

-

-

984,411

-

984,411

Perpetual Bond

-

-

-

-

-

555,365

555,365

Total

364,565

647,371

384,799

16,595

1,681,254

555,365

3,649,949

               

 

49


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

The fair value of senior and perpetual bond as of June 30, 2015 is as follows:

 

 

Individual

Consolidated

 

Book

Market

Book

Market

Senior Bonds (*)

1,833,203

1,545,034

1,823,372

1,545,034

Perpetual Bond

650,520

415,221

555,365

371,623

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

 

Covenants

 

Long-term financing (excluding perpetual bonds and financing of aircraft) in the total amount of R$3,094,593, as of June 30, 2015 (R$2,749,692 as of December 31, 2014), 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 June 30, 2014, the funding by the debentures IV and V have the following restrictive clauses: (i) net debt/EBITDAR below 4.41, and (ii) coverage of debt (CID) of at least 1.00. On June 30, 2015, the Company performed measurement and obteined the following indexes: (i) net debt/EBITDAR of 7.64; (ii) and coverage of debt (CID) of 0.74. Thus, the Company did not meet the minimum levels required for the covenants mentioned above. However, as of June 26, 2015, the holders debenture decided, without restrictions, reservations or opposition, to issue the waivers. Thus, the Company maintened the classification of debentures IV and V in noncurrent liabilities.

 

a)    New loans from the period ended June 30, 2015

 

The Company, during the period ended June 30, 2015, obtained new debt financings, as follow:

 

 

 

50


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

i.                Import financing (Finimp): on May 18, 2015, the subsidiary VRG obtained a financing in the amount of R$13,377 (US$4,274 at the date of the loan) by Banco do Brasil with 360 days maturity on May 13, 2016, effective rate of 4.43% p.a. with promissory note of 143% of the amount raised as guarantee. This operation is part of credit line maintened by the Company for import financing in order to purchase spare parts and aircraft equipaments.

ii.              Loan for working capital by Safra: on June 30, 2015, the subsidiary VRG obtained a new credit line with Bank Safra in order to supply the working capital in the amount of R$120,000, with principal and interests maturity date on September 28, 2015, and issuance costs of R$1,200, with fiduciary assignment as guarantee.

 

b)    Financial leases

 

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

 

 

Consolidated

06/30/2015

12/31/2014

2015

239,586

417,149

2016

466,264

399,179

2017

431,515

369,429

2018

424,134

363,110

2019

352,954

302,171

Beyond 2019

830,919

698,898

Total minimum lease payments

2,745,372

2,549,936

Less total interest

(323,989)

(325,257)

Present value of minimum lease payments

2,421,383

2,224,679

Less current portion

(382,996)

(325,326)

Noncurrent portion

2,038,387

1,899,353

 

The discount rate used to calculate the present value of the minimum lease payments was 4.93% as of June 30, 2015 (5.00% as of December 31, 2014). There are no significant differences between the present value of minimum lease payments and the fair value of these financial liabilities.

 

The Company extended the maturity date of the financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables the performance of calculated withdrawals to be settled at the end of the lease agreement. As of June 30, 2015, the withdrawals made for the repayment at maturity date of the lease agreements amount to R$206,088 (R$164,446 as of December 31, 2014) and are recorded in long-term debt.

 

 

 

51


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

19.  Salaries, wages and benefits

 

 

Individual

Consolidated

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Salaries

-

-

213,588

158,216

INSS and FGTS recoverable

347

511

54,150

67,189

Profit sharing plan

-

-

3,415

24,984

Others

14

8

5,274

5,051

361

519

276,427

255,440

 

20.  Taxes payable

 

 

Individual

Consolidated

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

PIS and COFINS

-

-

28,059

36,277

Withoholding tax on installments

-

-

1,417

-

Withholding taxes on salaries

3

-

20,319

27,841

ICMS

-

-

37,755

36,212

Tax on import

-

-

3,467

3,467

CIDE

198

-

3,013

1,480

IOF

33

-

34

35

IRPJ and CSLL payable

-

-

-

15,791

Others

16

-

11,370

13,798

250

-

105,434

134,901

 

 

 

 

Current

250

-

67,867

100,094

Noncurrent

-

-

37,567

34,807

 

21.  Advance ticket sales

 

As of June 30, 2015, the balance of transport to perform classified in current liabilities was R$1,082,397 (R$1,101,611 as of December 31, 2014) and is represented by 5,725,134 coupons tickets sold and not yet used (5,382,145 as of December 31, 2014) with an average use of 58 days (40 days as of December 31, 2014).

 

22.  Mileage program

 

As of June 30, 2015, the balance of Smiles deferred revenue is R$242,071 (R$220,212 as of December 31, 2014) and R$669,362 (R$559,506 as of December 31, 2014) classified in the current and noncurrent liabilities, respectively and the number of outstanding miles as of June 30, 2015 amounted to 45,567,907,577 (42,412,047,693 as of December 31, 2014).

 

23.  Advances from customers

 

The Company, through its subsidiary Smiles, makes advances sales of miles which are recorded under "Advances from customers". As of June 30, 2015, the outstanding balance related to these advances sales is as follows:

 

 

52


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Consolidated

06/30/2015

12/31/2014

Financial institutions (*)

71,015

1,850

Others

3,754

1,346

74,769

3,196

 

(*) A portion of the amount in the current liabilities of R$71,015 (R$1,850 as of December 31, 2014) is related to the miles sales agreement signed on February 25, 2015 along with the financial institution Bradesco Santander S.A..

 

24.  Provisions

 

 

Consolidated

 

Insurance provision

Provision for aircraft and engine return

of VRG and

Webjet (a)

Provision for legal

proceedings (b)

Total

Balance on December 31, 2014

21,916

361,651

102,093

485,660

Additional provisions recognized

1,063

18,031

25,028

44,122

Utilized provisions

(17,304)

(12,833)

(672)

(30,809)

Foreign exchange variation

(523)

55,851

-

55,328

Balance on June 30, 2015

5,152

422,700

126,449

554,301

       

As of December 31, 2014

       

Current

21,916

185,178

-

207,094

Noncurrent

-

176,473

102,093

278,566

21,916

361,651

102,093

485,660

       

As of June 30, 2015

 

 

 

 

Current

5,152

222,562

-

227,714

Noncurrent

-

200,138

126,449

326,587

5,152

422,700

126,449

554,301

 

(*) Refers to not utilized provisions.

 

a)    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.

 

b)    Provision for legal proceedings

 

As of June 30, 2015 the Company and its subsidiaries are parties to 28,852 (8,889 labor and 19,963 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).

 

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

53


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Operation

Succession

Total

Civil lawsuits

17,957

367

18,324

Civil proceedings

1,636

3

1,639

Labor lawsuits

5,401

3,296

8,697

Labor proceedings

190

2

192

 

25,184

3,668

28,852

 

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:

 

 

06/30/2015

12/31/2014

Civil

63,160

55,097

Labor

63,289

46,996

 

126,449

102,093

 

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 June 30, 2015 of R$16,945 for civil claims and R$18,110 for labor claims (R$15,786 and R$2,341 as of December 31, 2014 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 June 30, 2015:

 

·  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$22,116 as disclosed in Note 6.

 

·  Tax on Services (ISS), the amount of R$19,684 (R$16,470 as of December, 31 2014) 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$18,783 (R$33,956 as of December, 31 2014) 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.

 

54


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

·  BSSF goodwill (BSSF Air Holdings), in the amount of R$44,129 (R$43,246 as of December, 31 2014) 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$18,659 (R$17,894 as of December, 31 2014) 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$131,444 (R$27,538 as of December, 31 2014) which added to the lawsuits mentioned above, amount to R$270,199 as of June 30, 2015 (R$176,854 as of December, 31 2014).

 

25.  Stockholders’ equity

 

a)    Issued capital

 

As of June 30, 2015, the amount of the Company’s capital is R$2,618,837, represented by 5,174,355,497 shares, of which 5,035,037,140 are common shares and 139,318,357 are preferred shares. On the Extraordinary General Meeting held on March 23, 2015 was approved the deployment of the Company’s common shares, in the ratio of 1 (one) to 35 (thirty five) shares, without changes in the shareholders’ ratio. 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:

 

 

 

 

06/30/2015

12/31/2014

 

Common

Preferred

Total

Common

Preferred

Total

Fundo Volluto

100.00%

21.16%

61.22%

100.00%

21.16%

61.22%

Delta Airlines, Inc.

-

5.96%

2.93%

-

5.96%

2.93%

Fidelity Investments

-

-

-

-

5.05%

2.48%

Delaware Management

-

6.71%

3.30%

-

-

-

Janus Capital

-

5.05%

2.48%

-

-

-

Treasury shares

-

1.15%

0.57%

-

1.50%

0.74%

Other

-

1.33%

0.65%

-

1.33%

0.65%

Free float

-

58.64%

28.85%

-

65.00%

31.98%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

 

The authorized share capital, as of June 30, 2015, 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.

 

55


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

b)    Dividends

 

The Company’s bylaws provide for a mandatory minimum dividend to be paid to common and preferred stockholders, 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.

 

c)    Treasury shares

 

As of June 30, 2015, the Company holds 1,606,596 treasury shares, totaling R$24,784, with a market value of R$11,841 (2,083,785 treasury shares, totaling R$31,357 in shares with market value of R$31,633 as of December 31, 2014).

 

d)    Share-based payments

 

As of June 30, 2015, the balance of share-based payments reserve was R$96,065 (R$93,763 as of December 31, 2014). The Company recorded a share-based payment expense amounting to R$5,727 related to the Company’s controlling stockholders and R$461 related to its non-controlling stockholders in the period ended June 30, 2015, with a corresponding expense classified as personnel costs under the statement of profit or loss (R$3,026 related to the Company’s controlling stockholders and R$529 related to its non-controlling stockholders as of June 30, 2014).

 

e)    Other comphensive income (losses)

 

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 June 30, 2015 corresponds to a net loss of R$141,425 (net loss of R$138,713 as of December 31, 2014) as Note 31.

 

f)     Cost on issued shares

 

As of June 30, 2015 and December, 31 2014, the balance of costs on issued shares was R$36,886 on the parent company and R$150,214 on the consolidated balance.

 

26.  Revenue

 

The net revenue has the following breakdown:

 

 

 

56


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Consolidated

 

Three-month

period ended on

 

Six-month

period ended on

 

06/30/2015

 

06/30/2014

 

06/30/2015

 

06/30/2014

Passenger transportation

1,927,107

 

2,243,799

 

4,248,521

 

4,604,380

Cargo

78,570

 

83,631

 

150,392

 

160,951

Other revenue

263,232

 

202,542

 

519,974

 

389,083

Gross revenue

2,268,909

 

2,529,972

 

4,918,887

 

5,154,414

 

 

 

 

 

 

 

 

Related taxes

(137,836)

 

(148,683)

 

(282,582)

 

(279,726)

Net revenue

2,131,073

 

2,381,289

 

4,636,305

 

4,874,688

 

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

 

Six-month

period ended on

 

06/30/2015

%

 

06/30/2014

%

 

06/30/2015

%

 

06/30/2014

%

Domestic

1,948,447

91.4

 

2,065,921

86.8

 

4,174,074

90.0

 

4,285,132

87.9

International

182,626

8.6

 

315,368

13.2

 

462,231

10.0

 

589,556

12.1

Net revenue

2,131,073

100.0

 

2,381,289

100.0

 

4,636,305

100.0

 

4,874,688

100.0

 

 

27.  Costs of services, administrative and selling expenses

 

 

 

Individual

 

Three-month

period ended on

 

Six-month

period ended on

 

06/30/2015

 

06/30/2014

 

06/30/2015

 

06/30/2014

 

Total

%

 

Total

%

 

Total

%

 

Total

%

Personnel (a)

(1,463)

(20.6)

 

(721)

(3.0)

 

(2,950)

(23.9)

 

(2,945)

(4.4)

Services rendered

(1,286)

(18.1)

 

(1,281)

(5.3)

 

(2,115)

(17.1)

 

(3,870)

(5.7)

Sale-leaseback transactions (b)

10,144

143.1

 

26,272

109.4

 

18,153

146.9

 

75,073

111.1

Other operating expenses

(301)

(4.4)

 

(260)

(1.1)

 

(735)

(5.9)

 

(688)

(1.0)

 

7,094

100.0

 

24,010

100.0

 

12,353

100.0

 

67,570

100.0

 

 

 

57


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Consolidated

 

Three-month period ended on:

06/30/2015

Cost of services

Selling expenses

Administrative expenses

Other operating income

Total

%

Personnel (a)

(331,786)

(13,538)

(47,791)

-

(393,115)

16.5

Fuel and lubricants

(821,557)

-

-

-

(821,557)

34.5

Aircraft rent

(244,339)

-

-

-

(244,339)

10.3

Aircraft insurance

(6,519)

-

-

-

(6,519)

0.3

Maintenance materials and repairs

(126,584)

-

(2)

-

(126,586)

5.3

Traffic services

(109,310)

(64,222)

(70,247)

-

(243,779)

10.2

Sales and marketing

-

(145,828)

(220)

-

(146,048)

6.1

Tax and landing fees

(162,014)

-

-

-

(162,014)

6.8

Depreciation and amortization

(86,361)

-

(11,117)

-

(97,478)

4.1

Sale-leaseback transactions (b)

-

-

-

10,144

10,144

(0.4)

Other, net

(104,960)

(11,517)

(33,022)

-

(149,499)

6.2

(1,993,430)

(235,105)

(162,399)

10,144

(2,380,790)

100.0

 

 

 

Consolidated

 

Three-month period ended on:

06/30/2014

Cost of services

Selling expenses

Administrative expenses

Other operating income

Total

%

Personnel (a)

(268,190)

(15,887)

(43,052)

-

(327,129)

14.0

Fuel and lubricants

(908,042)

-

-

-

(908,042)

38.8

Aircraft rent

(213,033)

-

-

-

(213,033)

9.1

Aircraft insurance

(4,776)

-

-

-

(4,776)

0.2

Maintenance materials and repairs

(152,402)

-

(2)

-

(152,404)

6.5

Traffic services

(83,528)

(40,816)

(77,682)

-

(202,026)

8.6

Sales and marketing

-

(160,662)

(342)

-

(161,004)

6.9

Tax and landing fees

(142,344)

-

-

-

(142,344)

6.1

Depreciation and amortization

(108,915)

-

(15,394)

-

(124,309)

5.3

Sale-leaseback transactions (b)

-

-

-

26,272

26,272

(1.2)

Other, net

(88,284)

(8,184)

(37,645)

428

(133,685)

5.7

(1,969,514)

(225,549)

(174,117)

26,700

(2,342,480)

100.0

 

 

 

58


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Consolidated

 

Six-month period ended on:

06/30/2015

Cost of services

Selling expenses

Administrative expenses

Other operating income

Total

%

Personnel (a)

(670,650)

(29,154)

(104,990)

-

(804,794)

17.0

Fuel and lubricants

(1,608,363)

-

-

-

(1,608,363)

34.0

Aircraft rent

(458,988)

-

-

-

(458,988)

9.7

Aircraft insurance

(12,966)

-

-

-

(12,966)

0.3

Maintenance materials and repairs

(273,681)

-

(2)

-

(273,683)

5.8

Traffic services

(212,794)

(115,708)

(148,104)

-

(476,606)

10.1

Sales and marketing

-

(270,324)

(340)

-

(270,664)

5.7

Tax and landing fees

(330,873)

-

-

-

(330,873)

7.0

Depreciation and amortization

(167,258)

-

(30,645)

-

(197,903)

4.2

Sale-leaseback transactions (b)

-

-

-

18,153

18,153

(0.4)

Other, net

(220,605)

(26,102)

(67,562)

-

(314,269)

6.6

(3,956,178)

(441,288)

(351,643)

18,153

(4,730,956)

100.0

 

 

 

Consolidated

 

Six-month period ended on:

06/30/2014

Cost of services

Selling expenses

Administrative expenses

Other operating income

Total

%

Personnel (a)

(559,686)

(23,379)

(91,363)

-

(674,428)

14.4

Fuel and lubricants

(1,919,364)

-

-

-

(1,919,364)

40.9

Aircraft rent

(425,995)

-

-

-

(425,995)

9.1

Aircraft insurance

(9,661)

-

-

-

(9,661)

0.1

Maintenance materials and repairs

(227,933)

-

(2)

-

(227,935)

4.9

Traffic services

(175,915)

(64,563)

(127,391)

-

(367,869)

7.8

Sales and marketing

-

(321,895)

(342)

-

(322,237)

6.9

Tax and landing fees

(293,812)

-

-

-

(293,812)

6.3

Depreciation and amortization

(229,227)

-

(30,334)

-

(259,561)

5.5

Sale-leaseback transactions (b)

-

-

-

75,073

75,073

(1.6)

Other, net

(176,129)

(15,563)

(73,502)

-

(265,194)

5.7

(4,017,722)

(425,400)

(322,934)

75,073

(4,690,983)

100.0

 

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

(b)    The amount of R$9,654 (R$48,801 as of June 30, 2014) comprises the gains fully recognized and deferred losses from sale-leaseback transactions of 1 aircraft during the period ended June 30, 2015 (6 aircraft for the period ended June 30, 2014).

 

 

 

59


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

28.  Financial income (expense)

 

 

 

Individual

Three-month

period ended on

 

Six-month

period ended on

06/30/2015

 

06/30/2014

 

06/30/2015

 

06/30/2014

Financial income

 

 

 

 

 

 

 

Gains from derivatives

 

 

 

 

 

 

 

Income from short-term investments and

  investment funds

1,218

 

2,006

 

3,007

 

3,468

Monetary variation

585

 

552

 

1,216

 

1,225

Other

600

 

3,933

 

711

 

3,933

2,403

 

6,491

 

4,934

 

8,626

Financial expenses

 

 

 

 

 

 

 

Losses from derivatives

-

 

49

 

-

 

(15,852)

Interest on short and long-term debt

(57,539)

 

(44,737)

 

(110,156)

 

(92,437)

Loss from short-term investments

  and investment funds

(1,998)

 

(155)

 

(3,503)

 

(689)

Other

(2,103)

 

(479)

 

(3,505)

 

(896)

(61,640)

 

(45,322)

 

(117,164)

 

(109,874)

 

 

 

 

 

 

 

Foreign exchange variation, net

96,000

 

42,696

 

(274,534)

 

124,334

 

 

 

 

 

 

 

Total

36,763

 

3,865

 

(386,764)

 

23,086

 

 

 

 

Consolidated

Three-month

period ended on

 

Six-month

period ended on

06/30/2015

 

06/30/2014

 

06/30/2015

 

06/30/2014

Financial income

 

 

 

 

 

 

 

Gains from derivatives

26,492

 

34,996

 

103,383

 

89,755

Income from short-term investments and

  investment funds

32,642

 

25,359

 

89,563

 

67,530

Monetary variation

6,095

 

1,919

 

9,395

 

4,485

Other

4,127

 

6,038

 

7,418

 

9,294

69,356

 

68,312

 

209,759

 

171,064

Financial expenses

 

 

 

 

 

Losses from derivatives

(33,472)

 

(71,781)

 

(42,333)

 

(260,926)

Interest on short and long-term debt

(185,637)

 

(132,899)

 

(358,758)

 

(276,004)

Bank interest and expenses

(7,349)

 

(5,739)

 

(18,351)

 

(11,362)

Loss from short-term investments

  and investment funds

(12,878)

 

-

 

(38,743)

 

-

Monetary variation

(871)

 

(1,134)

 

(2,059)

 

(2,110)

Other

(18,241)

 

(12,845)

 

(31,092)

 

(28,017)

(258,448)

 

(224,398)

 

(491,336)

 

(578,419)

 

 

 

 

Foreign exchange variation, net

205,573

 

50,391

 

(568,495)

 

107,878

 

 

 

Total

16,481

 

(105,695)

 

(850,072)

 

(299,477)

 

 

 

60


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

(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. The Company holds two operating segments: the airline industry and the loyalty program.

 

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

 

The Company is the majority shareholder of the subsidiary Smiles, being the non-controlling portion on its capital of 45.8% and 45.5% as of June 30, 2015 and December, 31 2014, respectively.

 

The information as follow presents the summarized financial position related to reportable segments for the period ended June 30, 2015 and December 31, 2014:

 

a)    Assets and liabilities of the operational segment

 

 

 

06/30/2015

Flight
transportation

Smiles loyalty
program

Combined information

Eliminations

Total consolidated

Assets

 

 

     

Current

2.294.557

1.143.945

3.438.502

(791.308)

2.647.194

Noncurrent

7.239.936

545.138

7.785.074

(572.173)

7.212.901

Total assets

9.534.493

1.689.083

11.223.576

(1.363.481)

9.860.095

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

4.924.487

741.000

5.665.487

(1.166.123)

4.499.364

Noncurrent

6.222.592

583.205

6.805.797

(2)

6.805.795

Stockholder’s equity

(1.612.586)

364.878

(1.247.708)

(197.356)

(1.445.064)

Total liabilities and stockholder’s equity

9.534.493

1.689.083

11.223.576

(1.363.481)

9.860.095

 

 

61


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

12/31/2014

 

 

Flight

transportation

 

Smiles loyalty

program

 

 

Combined information

Eliminations

 

 

Total consolidated

Assets

 

       

Current

2,783,212

734,355

3,517,567

(531,369)

2,986,198

Noncurrent

7,061,616

832,848

7,894,464

(904,015)

6,990,449

Total assets

9,844,828

1,567,203

11,412,031

(1,435,384)

9,976,647

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

3,992,760

708,292

4,701,052

(488,406)

4,212,646

Noncurrent

6,370,455

452,874

6,823,329

(726,354)

6,096,975

Stockholder’s equity

(518,387)

406,037

(112,350)

(220,624)

(332,974)

Total liabilities and stockholder’s equity

9,844,828

1,567,203

11,412,031

(1,435,384)

9,976,647

 

b)    Income and expenses of the operational segment

 

 

 

06/30/2015

 

Fligh
transportation

Smiles loyalty
Program

Combined
information

Eliminations

Total consolidated

Net revenue

   

 

 

 

Passenger

3,958,415

-

3,958,415

115,816

4,074,231

Cargo and other

464,262

-

464,262

(10,660)

453,602

Miles redeemed revenue

-

521,494

521,494

(413,022)

108,472

Costs

(3,956,178)

(285,080)

(4,241,258)

285,080

(3,956,178)

Net income

466,499

236,414

702,913

(22,786)

680,127

 

 

 

 

 

Operating expenses

 

 

 

 

 

Sales and marketing

(395.994)

(37,925)

(433,919)

(7,369)

(441,288)

Administrative expenses

(343.095)

(17,316)

(360,411)

8,768

(351,643)

Other operating revenue, net

18,153

-

18,153

-

18,153

(720.936)

(55,241)

(776,177)

1,399

(774,778)

 

 

 

 

 

Equity results

72,659

(3,201)

69,458

(72,105)

(2,647)

 

 

 

 

 

Finance result

 

 

 

 

 

Financial income

193,427

76,769

270,196

(60,437)

209,759

Financial expense

(536,940)

(14,832)

(551,772)

60,436

(491,336)

Exchange rate changes, net

(567,819)

(677)

(568,496)

1

(568,495)

 

Income (loss) before income tax and social contribution

(1,093,110)

239,232

(853,878)

(93,492)

(947,370)

 

 

 

 

 

Current and deferred income tax and social contribution

(7,353)

(80,191)

(87,544)

7,270

(80,274)

Total income (loss), net

(1,100,463)

159,041

(941,422)

(86,222)

(1,027,644)

 

 

 

 

 

 

Attributable to Company’ stockholders

-

-

-

-

(1,100,468)

Attributable to non-controlling stockholders

-

-

-

-

72,824

 

62


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

06/30/2014

 

Fligh
transportation

Smiles loyalty
Program

Combined
information

Eliminations

Total consolidated

Net revenue

   

 

 

 

Passenger (a)

4,332,418

-

4,332,418

83,279

4,415,697

Cargo and other (a)

422,588

-

422,588

(9,281)

413,307

Miles redeemed revenue (a)

-

340,374

340,374

(294,690)

45,684

Costs (b)

(4,062,355)

(180,643)

(4,242,998)

225,276

(4,017,722)

Net income

692,651

159,731

852,382

4,584

856,966

 

 

 

 

 

Equity results

81,124

(1,407)

79,717

(81,124)

(1,407)

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

Sales and marketing

(395,757)

(26,976)

(422,733)

(2,667)

(425,400)

Administrative expenses

(310,772)

(14,688)

(325,460)

2,526

(322,934)

Other operating revenue, net

75,073

-

75,073

-

75,073

 

 

 

 

 

Finance result

 

 

 

 

 

Financial income

148,363

100,049

248,412

(77,348)

171,064

Financial expense

(655,317)

(450)

(655,767)

77,348

(578,419)

Exchange rate changes, net

107,251

627

107,878

-

107,878

 

 

 

 

 

Income (loss) before income tax and social contribution

(257,384)

216,886

(40,498)

(76,681)

(117,179)

 

 

 

 

 

Current and deferred income tax and social contribution

(47,964)

(74,463)

(122,427)

(1,520)

(123,947)

Total income (loss), net

(305,348)

142,423

(162,925)

(78,201)

(241,126)

 

 

 

 

 

 

Attributable to Company’ stockholders

-

-

-

-

(305,373)

Attributable to non-controlling stockholders

-

-

-

-

64,247

 

(a)   Eliminations entries are fully represented by transactions among VRG and Smiles.

 

(b)   Depreciation and amortization rate are allocated for each operating segment as follows: R$197,086 in flight transportantion segment and R$817 in Loyalty Program Segment (R$ 258,672 and R$ 919 respectively on June 30, 2014).

 

In the individual Interim Financial Information of the subsidiary Smiles, 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.

 

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 Interim Financial Information, 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.

 

63


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

30.  Commitments

 

As of June 30, 2015 the Company holds 127 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$45,302,698 (corresponding to US$14,601,527 at the reporting date) and are segregated according to the following years:

 

 

06/30/2015

12/31/2014

2015

778,570

1,323,818

2016

1,617,891

1,385,110

2017

2,491,168

2,132,740

2018

1,701,559

1,456,740

2019

5,215,793

4,465,348

Beyond 2019

33,497,717

28,678,089

45,302,698

39,441,845

 

As of June 30, 2015, from the total orders mentioned above, the Company holds the amount of R$6,083,332 (corresponding to US$1,960,721  at the reporting date) related to advances for aircraft acquisition, to be disbursed in accordance with the following schedule:

 

 

06/30/2015

12/31/2014

2015

239,604

289,945

2016

180,133

154,216

2017

312,921

267,898

2018

760,552

651,124

2019

811,753

694,958

Beyond 2019

3,778,369

3,234,741

6,083,332

5,292,882

 

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 June 30, 2015, the total fleet leased was comprised of 142 aircraft, of which 97 were under operating leases and 45 were recorded as financial leases. The Company holds 40 aircraft under financial leasing with purchase option. During the period ended June 30, 2015, the Company received 2 aircraft and did not return any aircraft under operating lease contracts.

 

 

 

64


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

a)    Operating leases

 

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

 

 

06/30/2015

12/31/2014

2015

452,462

785,052

2016

859,872

697,744

2017

805,237

632,899

2018

690,374

539,329

2019

619,354

482,752

Beyond 2019

1,562,899

1,657,034

Total minimum lease payments

4,990,198

4,794,810

 

b)    Sale-leaseback transactions

 

The Company, during the years 2006 to 2009, recorded gains and losses from sale-leaseback transactions of aircraft 737-800 Next Generation. These gains and losses were deferred, and are being amortized proportionally to the payments of the operational lease agreements over the contract term of 120 months. The amounts registered during the period ended June 30, 2015 and December 31, 2014 are as follows:

 

 

Prepaid expenses

Other liabilities

 

Current

Noncurrent

Current

Noncurrent

 

06/30/2015

12/31/2014

06/30/2015

12/31/2014

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Deferred losses (*)

8,280

8,280

14,106

18,245

-

-

-

-

Deferred gains (**)

-

-

-

-

1,783

1,783

445

1,337

 

(*)  Related to 2 aircraft from transactions on 2006.

(**) Related to 11 aircraft from transactions from 2006 to 2009, see Note 10.

 

Additionally, during the period ended on June 30, 2015, the Company recorded a net gain of R$18,153 resulting from 4 aircraft received during the period (R$75,073 related to 9 aircraft received during the period ended June 30, 2014) 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 and risks management

 

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.

 

65


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

The 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.

 

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 statements of financial position as of June 30, 2015 and December 31, 2014 is as follows:

 

 

 

Measured at fair value through profit or loss

Measured at amortized

cost

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Assets

 

 

 

 

Cash and cash equivalents

1,408,113

1,796,605

214,804

102,168

Short-term investments (a)

7,231

287,148

86,512

9,676

Restricted cash

276,646

273,247

61,779

58,303

Derivatives operations assets (b)

4,090

18,846

-

-

Accounts receivable

-

-

450,738

352,284

Deposits (c)

-

-

528,959

526,822

Other credits

-

-

77,760

65,120

 

 

 

 

Liabilities

 

 

 

 

Loans and financing (d)

-

-

6,848,141

6,235,239

Suppliers

-

-

715,634

686,151

Derivatives obligations (b)

71,721

85,366

-

-

 

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

(b)    The Company registered as of June 30, 2015 the amount net of R$141,425, net of tax effects (R$138,713 as of December 31, 2014) in equity as an equity valuation resulting from these assets and liabilities, as explained in Note 25e.

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

(d)   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.

 

As of June 30, 2015 the Company had no financial assets available for sale.

 

66


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

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 June 30, 2015, fuel expenses accounted for 33.9% 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.

 

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 trade accounts payable, leasing provision and leases and financing.

 

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 June 30, 2015 and December 31, 2014 is shown below:

 

 

67


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Individual

Consolidated

06/30/2015

12/31/2014

06/30/2015

12/31/2014

Assets

       

Cash and short-term investments

296,286

457,902

899,025

963,442

Trade receivables

-

-

39,774

35,095

Deposits

-

-

528,959

526,822

Prepaid expenses with leases

-

-

7,618

44,093

Result from hedge operations

-

-

4,090

18,846

Others

-

-

16,266

9,572

Total assets

296,286

457,902

1,495,732

1,597,870

 

 

 

 

Liabilities

 

 

 

 

Foreign suppliers

-

-

144,362

69,733

Short and long-term debt

2,534,773

2,154,828

3,028,635

2,445,291

Finance leases payable

-

-

2,421,384

2,224,679

Other leases payable

-

-

75,395

56,837

Provision for aircraft return

-

-

422,700

361,651

Contingency provision

-

-

-

227

Related parties

49,124

151,408

-

-

Total liabilities

2,583,897

2,306,236

6,092,476

5,158,418

Exchange exposure in R$

2,287,611

1,848,334

4,596,744

3,560,548

 

 

 

 

Obligations not registered in the statements of financial position

 

 

 

 

Future obligations resulting from operating leases

-

-

6,083,332

4,794,810

Future obligations resulting from firm aircraft orders

45,302,698

39,441,845

45,302,698

39,441,845

Total

45,302,698

39,441,845

51,386,030

44,236,655

 

 

 

 

Total exchange exposure R$

47,590,309

41,290,179

55,982,774

47,797,203

Total exchange exposure US$

15,338,848

15,544,831

18,043,826

17,994,580

Exchange rate (R$/US$)

3.1026

2.6562

3.1026

2.6562

 

 

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, and short-term investments.

 

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. 

 

68


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

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 risks, 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.

 

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 June 30, 2015, the weighted average maturity of the Company’s financial assets was 33 days and of financial debt, excluding perpetual bonds, was 3.6 years.

 

The schedule of financial liability hold by the Company is shown bellow:

 

As of June 30, 2015

Immediate

Less than 6 months

6 a 12 months

1 a 5
years

Up to
5 years

Total

Short and long-term debt

-

86,321

864,770

1,547,555

4,349,495

6,848,141

Suppliers

95,133

557,298

63,196

7

-

715,634

Salaries, wages and benefits

123,818

2,891

149,705

13

-

276,427

Taxes payable

-

67,867

-

37,567

-

105,434

Taxes and landing fees

-

328,049

-

-

-

328,049

Liabilities from derivative transactions

-

71,721

-

-

-

71,721

Provisions

-

209,599

18,115

219,046

107,541

554,301

Other liabilities

63,228

101,162

88,520

50,365

33,578

336,853

 

282,179

1,424,908

1,184,306

1,854,553

4,490,614

9,236,560

 

f)     Capital management

 

The table as follow shows the financial leverage rate as of June 30, 2015 and December 31, 2014:

 

 

69


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Consolidated

06/30/2015

12/31/2014

(Deficit) stockholder’s equity (b)

(1,445,064)

(332,974)

Cash and cash equivalents

(1.622.917)

(1,898,773)

Restricted cash

(338,425)

(331,550)

Short-term investments

(93,743)

(296,824)

Short- and long-term debts

6,848,141

6,235,239

Net debt (a)

4.793.056

3,708,092

Leverage ratio (a)/(b)

332%

1,114%

 

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

 

Derivative financial instruments

 

The derivative financial instruments were recognized in the following statements of financial position line items:

 

Movement of assets and liabilities

Fuel

Foreign currency

Interest rate

Total

 

 

 

 

Asset (liability) as of December 31, 2014

19

15,134

(81,673)

(66,520)

Fair value variations:

 

 

 

 

Net losses recognized in profit or loss

492

58,249

-

58,741

Losses recognized in other comprehensive income

(2,394)

-

(5,999)

(8,393)

Payments (cash receipts) during the period

1,636

(65,866)

12,771

(51,459)

Asset (liability) as of June 30, 2015 (*)

(247)

7,517

(74,901)

(67,631)

 

Movement of other comprehensive results

Fuel

Foreign

currency

Interest rate

Total

 

 

 

 

 

Balance as of December 31, 2014

168

-

(138,881)

(138,713)

Fair value adjustments during the period

(2,394)

-

(5,999)

(8,393)

Reversal, net to profit or loss (b)

2,138

-

2,145

4,283

Tax effect

88

-

1,310

1,398

Balance as of June 30, 2015

-

-

(141,425)

(141,425)

 

 

 

 

 

Effects on result (a+b)

(1,646)

58,249

(2,145)

54,458

 

 

 

 

 

Operational income

-

-

(6,592)

(6,592)

Financial income (expense)

(1,646)

58,249

4,447

61,050

 

(*)  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$1,534 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 CPC 38.

 

 

70


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

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 stockholders’ 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% and 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 stockholders’ 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.

 

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.

 

The gains and losses from the derivative contracts for the years ended June 30, 2015 and December 31, 2014 are summarized below:

 

Closing balance on

06/30/2015

12/31/2014

Fair value at end of the period (R$)

(247)

-

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

-

168

 

 

71


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

Period ended on

03/31/2015

12/31/2014

Hedge result recognized in financial revenue (expenses) (R$)

(1,643)

(189,078)

Total gains (losses) (R$)

(1,643)

(189,078)

 

As of June 30, 2015, the Company and its subsidiaries do not hold derivatives non-designated as oil hedge accounting (cash flow).

 

Closing balance on

06/30/2015

12/31/2014

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

-

19

Losses recognized in financial expense (R$)

(5)

(181,118)

 

Closing balance on

06/30/2015

12/31/2014

Volume hedged for future periods (Thousand barrels)

696

651

Volume engaged for future periods (Thousand barrels)

1.114

945

 

 

3Q15

4Q15

1Q16

2Q16

Total 12M

Percentage of fuel exposure hedged

20%

9%

0%

0%

7%

Amount agreed in barrels (thousands barrels)

764

350

-

-

1,114

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

73,88

71,25

-

-

73,05

Total in Brazilian Reais (**)

175,117

77,371

-

-

252,488

           

 

(*)    Weighted average between call strikes.

(**)  The exchange rate: R$3.1026/US$1.00.

 

b)      Foreign exchange hedge

 

As of June 30, 2015, 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 periods ended on June 30, 2015 and December 31, 2014, are presented below:

 

 

06/30/2015

12/31/2014

Fair value at the end of period (R$)

7,517

15,134

Volume hedged for future periods (US$)

78,000

107,000

 

Period ended on

06/30/2015

12/31/2014

Gains (losses) recognized in financial revenue (expense) (R$)

58,249

(24,722)

 

 

 

3Q15

4Q15

1Q16

Total 12M

Percentage of cash flow exposure

13%

3%

0%

4%

Notional amount (US$)

62,250

15,750

-

78,000

Future rate agreed (R$)

3,0858

3,0810

-

3,0848

Total in Brazilian Reais

192,091

48,526

-

240,614

 

c)      Interest rate hedges

 

As of June 30, 2015, 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 as follow:

 

 

 

72


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Closing balance at

06/30/2015

12/31/2014

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

(74,901)

(81,673)

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

530,714

591,150

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

(141,424)

(138,881)

 

 

 

 

Period ended on

06/30/2015

12/31/2014

Losses recognized in financial expense (R$)

4,447

(48,412)

Losses recognized as operational costs (R$)

(6,592)

(13,093)

Total losses

(2,145)

(61,505)

 

As of June 30, 2015 the Company’s position in Libor interest derivative agreements not designated for hedge accounting.

   

   

   

Period ended on

06/30/2015

12/31/2014

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

-

-

Losses recognized in financial expense (R$)

-

-

 

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 Interim Financial Information. 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 June 30, 2015 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 higher than liabilities) and negative values are exposed liabilities (liabilities higher than assets).

 

Individual

 

i)     Foreign exchange risk

 

As of June 30, 2015, the Company has a currency exposure of R$2,287,611 (see Note 31b). On this date, the exchange rate adopted was R$3.1026/US$, 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 as follow:

 

 

73


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

Instrument

Risk

Exposed

amount

Likely

Possible adverse

scenario

Remote adverse

scenario

scenario

+ 25%

+ 50%

Liabilities, net

Dollar Appreciation

(2,287,611)

-

(571,903)*

(1,143,806)*

 

 

 

 

 

 

 

 

Dollar

 

3.8783

4.6539

 

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

           

Consolidated

 

i)     Fuel risk factor

 

As of June 30, 2015, the Company holds oil derivative contracts amounting 1,114 thousand barrels maturiting on June, 2015. The likely scenario is the market curve for the Heating Oil, which amounted as of June 30, 2015, US$63.08/bbl.

 

Risk

Exposed

amount

Adverse Scenario Remote

Possible Adverse Scenario

-50%

-25%

Decrease on the market prices

(247)

(67,640)

(23,825)

 

 

 

 

 

Heating Oil

31.54

47.31

 

ii)     Foreign exchange risk factor

 

As of June 30, 2015, the Company holds Dollar derivative contracts with a notional value of US$78,000 with maturity until November, 2015, and a net exchange exposure liability of R$4,596,744 (see Note 31b). At the current date, the Company adopted the closing exchange rate of R$3.1026/US$ 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$1.6040/USD

R$2.4060/USD

R$4.0100/USD

R$4.8120/USD

Liabilities, net

(4,596,744)

2,298,372

1,149,186

(1,149,186)*

(2,298,372)*

Derivative

7,517

(120,629)*

(60,300)*

60,356

120,685

 

(4,589,227)

2,177,743

1,088,886

(1,088,830)*

(2,177,687)*

 

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

 

III)   Interest risk factor

 

As of June 30, 2015, the Company holds financial investments and 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 June 2015 (see Note 18), arising from fluctuations in interest rates according to the scenarios presented below:

 

74


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

 

Instruments

Risk

Exposed

amount

Possible Adverse Scenario

Adverse Scenario Remote

25%

50%

Financial investments - Short and Long-term debt, net (*)

Increase in the CDI rate

(149,578)

(17,797)

(35,593)

Derivative

Decrease in the Libor rate

(74,901)

(86,346)

(171,714)

 

(*) 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.

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 June 30, 2015 and December 31, 2014:

 

 

 

06/30/2015

12/31/2014

Financial instrument

Book value

03/31/2015

Other significant
observable
factors (level 2)

Book value

12/31/2014

Other significant
observable
factors (level 2)

Rights on derivative transactions

4,090

4,090

18,846

18,846

Liabilities from derivative transactions

(71,721)

(71,721)

(85,366)

(85,366)

 

 

 

 

 

75


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

32.  Non-cash transactions

 

Consolidated

 

As of June 30, 2015, the Company increased its property, plant and equipment in the amount of R$18,031, related to an increase of the provision for aircraft return. This transaction did not affect its cash position during the period ended June 30, 2015.

 

As of June 30, 2015, the Company increased its losses recorded in “other comprehensive income” in the amount of R$4,873 related to cash flow hedge. This transaction did not affect its cash position during the period ended June 30, 2015.

 

As of June 30, 2015, the Company reduced its supplier payables balance throught acquisition of loan in the amount of R$31,275. This transaction did not affect its cash position during the period ended June 30, 2015.

 

33.  Insurance

 

As of June 31, 2015, 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

14,969,180

4,824,721

Civil liability per event/aircraft (*)

2,326,950

750,000

Inventories (*)

434,364

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 in U.S. Dollars.

 

34.   Eventos subsequentes

 

On July 14, 2015, the Board of Directors authorized the increase of the Company’s capital stock in the amount of R$ 461,272, with possibility of partial approval of the increase, upon the private issuance of 64,065,611 preferred shares, registered, bookentry and with no par value, at the issuance price of R$ 7.20 (seven reais and twenty cents) per share.

 

The Company’s management has also considered the particular details of the capital increase, which aims at allowing the capitalization of the Company, by means of committed investments of up to US$90 million by the controlling shareholder, and of up to US$56 million by Delta, in the context of the extension of the strategic alliance between the Company and Delta. The Company’s management has concluded that the net worth value of the Company’s shares and the equity value obtained through the potential profitability of the Company are not proper methodologies for determining the issuance price at this moment, given the clear lack of factors suggesting that the intrinsic value of the Company is not reflected in trading price of the shares.

 

 

76


 

GOL Linhas Aéreas Inteligentes S.A.

 

Notes to the interim financial information - ITR

June 30, 2015

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

 

 

The Company’s management concluded that the weighted average of the prices of the Company’s shares listed in BM&FBOVESPA on the last 30 (thirty) trading sessions immediately prior to July 14, 2015 (inclusive) was the most appropriate methodology for determining the issuance price

 

 

 

 

77

 

 

 

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: September 11, 2015
 
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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