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Name | Symbol | Market | Type |
---|---|---|---|
Gol Linhas Aereas Inteligentes SA | NYSE:GOL | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.715 | 0 | 01:00:00 |
Indicate by
check mark whether the registrant by furnishing the
information contained in
this Form is also thereby furnishing the
information to the Commission
pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Individual and
consolidated
GOL Linhas Aéreas Inteligentes S.A.
March 31, 2017
|
GOL Linhas Aéreas Inteligentes S.A.
Individual and consolidated quarterly information form (ITR)
March 31, 2017
Contents
Message from Management
R
eport of the statutory audit committee (CAE
)
Declaration of the officers on the quarterly information form (ITR
)
Declaration of the officers on the independent auditors’ review report
Independent auditors’ report on their review of the quarterly information
Individual and consolidated quarterly information form (ITR)
Statements of financial position
Statements of income
Statements of comprehensive income
Statements of changes in equity
Statements of cash flows
Value added statements
Notes to the quarterly information form (ITR
)
01
05
06
07
08
10
12
13
14
16
18
19
Message from Management
As previously guided, GOL’s load factors in the Brazilian summer remained high. The Company responded to the weaker environment by continuing to improve customer experience and cutting costs.
In the first quarter of 2017 GOL improved its high service quality and achieved net revenues of R$2.6 billion and continued to rationalize operations. While reducing the number of seats available for sale by 13%, 1Q17 net revenues were reduced by 2.5%, a result made possible due the rationalization of capacity and optimization of aircraft utilization.
“GOL further consolidated its position as Brazil’s #1 airline. The dedication and teamwork of GOL’s employees contributed to improved operating results in the first quarter,” commented GOL’s CEO Paulo Kakinoff. GOL is proud of its status as Brazil’s lowest cost carrier for the 16 th consecutive year based on its standardized single fleet generating smaller crew costs, smart spare parts management and best-in-class maintenance, and on lean and productive operations with low exposure to fixed costs. The Company’s order for new B-737 MAX 8s and investments in technology will strengthen its cost leadership.
The Company strives to provide the best overall flying experience to its passengers. According to ANAC, in March 2017, GOL remained the most on-time Brazilian airline with a 96.8% rate of flights taking off on schedule, or more than 21,000 flights.
The Company’s 1Q17 adjusted operating profit (EBIT) registered R$345.4 million with an operating margin of 13.1%. In 1Q17, GOL increased aircraft utilization rates while maintaining market cost leadership. Passengers transported in 1Q17 decreased 8.3% over 1Q16. GOL’s load factor increased 2 percentage points to 79.6% due to the maturity of the new network launched in May 2016 that achieved a 13.2% reduction in seats availability in the period. Aircraft utilization was at 10.5 flight hours per day (16.7% increase over 1Q16). Operating costs per ASK, excluding fuel and non-recurring expenses, decreased approximately 7.6% to 13.02 cents (R$). Fuel costs per available seat kilometer (ASK) decreased 0.8% to 6.12 cents (R$). Cost reductions per ASK were driven by lower aircraft rent expenses due to fleet restructuring. “Our absolute market cost leadership is key to our value proposition and allowed us to provide the best fares and service in the market, even during a challenging industry environment,” added Richard Lark, GOL’s CFO.
In terms of future perspectives, besides maintain high levels of productivity and profitability, short-term results will be driven by the maintenance of capacity discipline. GOL remains committed to its strategy of profitable growth based on a low cost structure and high quality customer service. “We are proud that almost 400 million passengers have chosen to fly GOL, and we continue to make every effort to offer our customers the best experience in air travel: new and modern aircraft, frequent flights in major markets, an integrated route system and low fares. All of which is made possible by our dedicated team of employees who are the key to our success,” stated Kakinoff. “By remaining focused on our low-cost business model, while continuing to grow, innovate and provide low fares, we will create value for our customers, employees and shareholders.”
1
Operating and Financial Indicators
Traffic data – GOL |
1Q17 |
1Q16 |
% Var. |
RPK GOL – Total |
9,561 |
9,497 |
0.7% |
RPK GOL – Domestic |
8,507 |
8,396 |
1.3% |
RPK GOL – International |
1,055 |
1,102 |
-4.3% |
ASK GOL – Total |
12,019 |
12,262 |
-2.0% |
ASK GOL – Domestic |
10,690 |
10,856 |
-1.5% |
ASK GOL – International |
1,329 |
1,406 |
-5.5% |
GOL Load Factor – Total |
79.6% |
77.5% |
2.1 p.p. |
GOL Load Factor - Domestic |
79.6% |
77.3% |
2.3 p.p |
GOL Load Factor - International |
79.4% |
78.4% |
1.0 p.p |
Operating data |
1Q17 |
1Q16 |
% Var. |
Average Fare (R$) |
279.7 |
272.5 |
2.6% |
Revenue Passengers - Pax on board ('000) |
8,210 |
8,949 |
-8.3% |
Aircraft Utilization (flight hours/day) |
10.5 |
9.0 |
16.7% |
Departures |
64,100 |
74,199 |
-13.6% |
Average Stage Length (km) |
1,102 |
978 |
12.7% |
Fuel Consumption (mm liters) |
353 |
373 |
-5.4% |
Full-time Employees (at period end) |
15,051 |
15,798 |
-4.7% |
Average Operating Fleet |
111 |
131 |
-15.3% |
On-time Departures |
94.6% |
95.1% |
-0.5 p.p |
Flight Completion |
98.8% |
88.3% |
10.5 p.p |
Passenger Complaints (per 1000 pax) |
1.4309 |
2.0333 |
-29.6% |
Lost Baggage (per 1000 pax) |
2.17 |
2.20 |
-1.4% |
Financial data |
1Q17 |
1Q16 |
% Var. |
Net YIELD (R$ cents) |
24.02 |
25.68 |
-6.5% |
Net PRASK (R$ cents) |
19.11 |
19.89 |
-3.9% |
Net RASK (R$ cents) |
22.01 |
22.13 |
-0.5% |
CASK (R$ cents) |
19.91 |
18.53 |
7.4% |
CASK ex-fuel (R$ cents) |
13.79 |
12.36 |
11.6% |
CASK (R$ cents) adjusted4 |
19.14 |
20.26 |
-5.6% |
CASK ex-fuel (R$ cents) adjusted4 |
13.02 |
14.09 |
-7.6% |
Breakeven Load Factor |
71.9% |
64.9% |
7.0 p.p |
Average Exchange Rate 1 |
3.1451 |
3.9022 |
-19.4% |
End of period Exchange Rate 1 |
3.1684 |
3.5589 |
-11.0% |
WTI (avg. per barrel, US$) 2 |
51.8 |
33.6 |
54.2% |
Price per liter Fuel (R$) 3 |
2.08 |
2.03 |
2.5% |
Gulf Coast Jet Fuel (avg. per liter, US$) 2 |
0.40 |
0.26 |
53.8% |
1. Source: Central Bank; 2. Source: Bloomberg; 3. Fuel expenses/liters consumed; 4. Excluding non-recurring results on return of aircraft under finance lease contracts and sale-leaseback transactions; *Certain variation calculations in this report may not match due to rounding.
2
Domestic market – GOL
Domestic supply decreased by 2.0% in the quarter when compared to the 1Q16. Domestic demand increased by 0.7% in the 1Q17, resulting in a load factor of 79.6%, an increase of 2.1 p.p. when compared to the 1Q16.
GOL transported 7.7 million passengers in the domestic market in the quarter, representing a decrease of 8.5%, when compared to the same period in 2016. The Company is the leader in the number of transported passengers in Brazil’s domestic aviation market.
International market - GOL
GOL’s international supply decreased 5.5% in the quarter, in comparison to 1Q16. International demand showed a decrease of 4.3% between January and March, registering load factor of 79.4%.
During the quarter, GOL transported 515.4 thousand passengers in the international market, 4.4% less than in 1Q16.
Volume of departures and Total seats - GOL
The total volume of GOL departures was reduced by 13.6% in the first quarter of 2017. The total number of seats available of the market fell 13.2% in the same period.
PRASK, Yield and RASK
Net PRASK fell by 3.9% in the quarter, net RASK reduced 0.5% from 22.13 cents (R$) to 22.01 cents (R$) and yield decreased by 6.5% in comparison with 1Q16. It is worth noting the ASK decreased 2.0% in the quarter.
Total fleet
At the end of March 2017, out of a total of 124 Boeing 737-NG aircraft, GOL was operating 116 aircraft on its routes. Of the eight remaining aircraft, four were in the process of being returned to lessors and four were sub-leased to other another airline.
GOL has 93 aircraft under operating leases and 31 under finance leases. 31 aircraft of the total fleet have a purchase option for when their leasing contracts expire.
The average age of the fleet was 8.4 years at the end of 1Q17. In order to maintain this low average, the Company has 120 firm aircraft acquisition orders with Boeing for fleet renewal by 2027. The next B737 aircraft is expected to be received by the Company in July 2018.
3
Capex
Capital expenditures for quarter ended March 31, 2017 were R$170.4 million, primarily related to engines capitalization.
Glossary of industry terms
| AIRCRAFT LEASING : an agreement through which a company (the lessor), acquires a resource chosen by its client (the lessee) for subsequent rental to the latter for a determined period.
| AIRCRAFT UTILIZATION : the average number of hours operated per day by the aircraft .
| AVAILABLE SEAT KILOMETERS (ASK) : the aircraft seating capacity multiplied by the number of kilometers flown .
| AVERAGE STAGE LENGTH : the average number of kilometers flown per flight.
| BLOCK HOURS : the time an aircraft is in flight plus taxiing time .
| BREAKEVEN LOAD FACTOR : the passenger load factor that will result in passenger revenues being equal to operating expenses .
| BRENT : oil produced in the North Sea, traded on the London Stock Exchange and used as a reference in the European and Asian derivatives markets.
| CHARTER : a flight operated by an airline outside its normal or regular operations .
| EBITDAR : earnings before interest, taxes, depreciation, amortization and rent. Airlines normally present EBITDAR, since aircraft leasing represents a significant operating expense for their business .
| LESSOR : the party renting a property or other asset to another party, the lessee .
| LOAD FACTOR : the percentage of aircraft seating capacity that is actually utilized (calculated by dividing RPK by ASK) .
| LONG-HAUL FLIGHTS : long-distance flights (in GOL’s case, flights of more than four hours’ duration) .
| OPERATING COST PER AVAILABLE SEAT KILOMETER (CASK) : operating expenses divided by the total number of available seat kilometers .
| OPERATING COST PER AVAILABLE SEAT KILOMETER EX-FUEL (CASK EX-FUEL): operating cost divided by the total number of available seat kilometers excluding fuel expenses .
| OPERATING REVENUE PER AVAILABLE SEAT KILOMETER (RASK) : total operating revenue divided by the total number of available seat kilometers .
| PASSENGER REVENUE PER AVAILABLE SEAT KILOMETER (PRASK) : total passenger revenue divided by the total number of available seat kilometers .
| REVENUE PASSENGERS : the total number of passengers on board who have paid more than 25% of the full flight fare .
| REVENUE PASSENGER KILOMETERS (RPK) : the sum of the products of the number of paying passengers on a given flight and the length of the flight.
| SALE-LEASEBACK : a financial transaction whereby a resource is sold and then leased back, enabling use of the resource without owning it .
| SLOT : the right of an aircraft to take off or land at a given airport for a determined period of time .
| SUB-LEASE : an arrangement whereby a lessor in a rent agreement leases the item rented to a third party .
| TOTAL CASH: the sum of cash, financial investments and short and long-term restricted cash.
| WTI Barrel : West Texas Intermediate – the West Texas region, where US oil exploration is concentrated. Serves as a reference for the US petroleum byproduct markets.
Yield pEr PASSENGER KILOMETER: the average value paid by a passenger to fly one kilometer.
4
Report of the Statutory Audit Committee (CAE)
The GOL LINHAS AÉREAS INTELIGENTES S.A. Statutory Audit Committee, in compliance with its legal and statutory obligations, has reviewed the quarterly information for the quarter ended March 31, 2017. On the basis of the procedures we have undertaken, and taking into account the independent auditors’ review report issued by Ernst & Young Auditores Independentes S.S. and the information and explanations we have received during the quarter, we consider that these documents are fit to be submitted to the consideration of the Board of Directors.
São Paulo, May 9, 2017.
André Béla Jánszky
Member of the Statutory Audit Committee
Antônio Kandir
Member of the Statutory Audit Committee
Francis James Leahy Meaney
Member of the Statutory Audit Committee
5
Declaration of the officers on the quarterly information form (ITR)
In compliance with the provisions of CVM Instruction No. 480/09, the Executive Board declares that it has discussed, reviewed and approved the quarterly information for the quarter ended March 31, 2017.
São Paulo, May 9, 2017.
Paulo Sérgio Kakinoff
Chief Executive Officer
Richard Freeman Lark Jr.
Executive Vice President and Chief Financial Officer
6
In compliance with the provisions of CVM Instruction No. 480/09, the Executive Board declares that it has discussed, reviewed and approved the conclusions expressed in the independent auditor’s report on their review of the quarterly information for the quarter ended March 31, 2017.
São Paulo, May 9, 2017.
Paulo Sérgio Kakinoff
Chief Executive Officer
Richard Freeman Lark Jr.
Executive Vice President and Chief Financial Officer
7
Independent auditors’ report on their review of the quarterly information
(A free translation from the original in Portuguese into English)
Report on the review of interim financial information
To
The Shareholders, Board of Directors and Officers
Gol Linhas Aéreas Inteligentes S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended March 31, 2017, which comprises the balance sheet as at March 31, 2017 and the related income statement, statement of comprehensive income for the quarter, the statement of changes in equity and statement of cash flows for the three-month period then ended, and a summary of significant accounting practices and other explanatory notes.
Company management is responsible for the preparation of interim individual financial information in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 21 (R1) – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of these information in compliance with the rules issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. The scope of a review is significantly narrower than an audit conducted in accordance with Brazilian and International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might have be identified in an audit. Therefore, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing came to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 applicable to the preparation of Quarterly Financial Information, consistently with the standards issued by the Brazilian Securities Commission (CVM).
8
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the three-month period ended March 31, 2017, prepared under the responsibility of management, the presentation of which in the interim financial information is required by rules issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Financial Information (ITR), and as supplementary information by IFRS, whereby no statement of value added presentation is required. These statements have been subjected to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in accordance with the overall accompanying interim individual and consolidated interim financial information.
São Paulo, May 9, 2017.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Vanessa Martins Bernardi
Accountant CRC-1SP244569/O-3
9
|
Statements of financial positionAs of March 31, 2017 and December 31, 2016 (In thousands of Brazilian reais - R$) |
|
|
Parent Company |
Consolidated |
||
|
Note |
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Assets |
|
|
|
|
|
Current assets |
|
|
|
|
|
Cash and cash equivalents |
4 |
199,753 |
57,378 |
386,110 |
562,207 |
Short-term investments |
5 |
51 |
49 |
121,762 |
431,233 |
Trade receivables |
7 |
- |
- |
822,712 |
760,237 |
Inventories |
8 |
- |
- |
188,034 |
182,588 |
Recoverable taxes |
9.1 |
6,042 |
9,289 |
121,725 |
27,287 |
Derivatives |
28 |
- |
- |
- |
3,817 |
Other credits |
|
2,409 |
64,770 |
129,931 |
113,345 |
|
|
208,255 |
131,486 |
1,770,274 |
2,080,714 |
|
|
|
|
|
|
Noncurrent assets |
|
|
|
|
|
Deposits |
10 |
42,396 |
38,760 |
1,188,295 |
1,188,992 |
Restricted cash |
6 |
34,032 |
32,656 |
186,639 |
168,769 |
Recoverable taxes |
9.1 |
21,126 |
17,286 |
76,678 |
72,060 |
Deferred Taxes |
9.2 |
13,401 |
13,409 |
107,541 |
107,159 |
Other credits |
|
- |
- |
2,628 |
4,713 |
Related parties |
11 |
1,596,800 |
1,873,350 |
- |
- |
Investments |
13 |
155,462 |
281,758 |
17,348 |
17,222 |
Property, plant and equipment |
15 |
323,013 |
323,013 |
2,993,805 |
3,025,010 |
Intangible assets |
16 |
- |
- |
1,742,002 |
1,739,716 |
|
|
2,186,230 |
2,580,232 |
6,314,936 |
6,323,641 |
|
|
|
|
|
|
Total assets |
|
2,394,485 |
2,711,718 |
8,085,210 |
8,404,355 |
The accompanying notes are an integral part of the quarterly information.
10
|
Statements of financial positionAs of March 31, 2017 and December 31, 2016 (In thousands of Brazilian reais - R$) |
|
Parent Company |
Consolidated |
|||
|
Note |
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Short-term debt |
17 |
219,536 |
277,219 |
726,594 |
835,290 |
Suppliers |
|
1,316 |
1,314 |
1,066,488 |
1,097,997 |
Salaries, wages and benefits |
|
309 |
309 |
287,495 |
283,522 |
Taxes payable |
18 |
311 |
119 |
165,676 |
146,174 |
Landing fees |
|
- |
- |
289,273 |
239,566 |
Advance ticket sales |
19 |
- |
- |
940,486 |
1,185,945 |
Mileage program |
20 |
- |
- |
765,211 |
781,707 |
Advances from customers |
|
- |
- |
232,510 |
16,823 |
Provisions |
21 |
- |
- |
31,772 |
66,502 |
Derivatives |
28 |
- |
- |
59,915 |
89,211 |
Other current liabilities |
|
1,154 |
2,252 |
98,981 |
106,005 |
|
|
222,626 |
281,213 |
4,664,401 |
4,848,742 |
Noncurrent liabilities |
|
|
|
|
|
Long-term debt |
17 |
2,917,233 |
2,984,495 |
5,364,112 |
5,543,930 |
Provisions |
21 |
- |
- |
719,935 |
723,713 |
Mileage program |
20 |
- |
- |
184,385 |
219,325 |
Deferred taxes |
9.2 |
- |
- |
338,020 |
338,020 |
Taxes payable |
18 |
- |
- |
69,464 |
42,803 |
Related parties |
11 |
21,220 |
21,818 |
- |
- |
Provision for loss on investment |
13 |
2,701,415 |
3,074,190 |
- |
- |
Other noncurrent liabilities |
|
- |
- |
31,071 |
44,573 |
|
|
5,639,868 |
6,080,503 |
6,706,987 |
6,912,364 |
Equity (deficit) |
22 |
|
|
|
|
Capital stock |
|
3,080,110 |
3,080,110 |
3,080,110 |
3,080,110 |
Share issuance costs |
|
(42,290) |
(42,290) |
(155,618) |
(155,618) |
Treasury shares |
|
(13,371) |
(13,371) |
(13,371) |
(13,371) |
Capital reserves |
|
91,399 |
91,399 |
91,399 |
91,399 |
Equity valuation adjustments |
|
(130,151) |
(147,229) |
(130,151) |
(147,229) |
Share-based payments |
12 |
114,601 |
113,918 |
114,601 |
113,918 |
Effects of changes in equity interest |
|
697,100 |
693,251 |
697,100 |
693,251 |
Accumulated losses |
|
(7,265,407) |
(7,425,786) |
(7,152,079) |
(7,312,458) |
Deficit attributable to controlling shareholders |
|
(3,468,009) |
(3,649,998) |
(3,468,009) |
(3,649,998) |
|
|
|
|
|
|
Non-controlling interests from Smiles |
|
- |
- |
181,831 |
293,247 |
Total deficit |
|
(3,468,009) |
(3,649,998) |
(3,286,178) |
(3,356,751) |
|
|
|
|
|
|
Total liabilities and deficit |
|
2,394,485 |
2,711,718 |
8,085,210 |
8,404,355 |
The accompanying notes are an integral part of the quarterly information.
11
|
Statements of incomeQuarters ended March 31, 2017 and 2016
(In thousands of Brazilian reais - R$,
except basic and diluted earnings
|
|
Note |
Parent Company |
Consolidated |
||
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
||
Net Revenue |
|
|
|
|
|
Passenger |
|
- |
- |
2,296,665 |
2,438,826 |
Cargo and other |
|
- |
- |
349,174 |
274,243 |
|
23 |
- |
- |
2,645,839 |
2,713,069 |
|
|
|
|
|
|
Cost of services provided |
24 |
- |
- |
(1,965,838) |
(2,098,678) |
Gross profit |
|
- |
- |
680,001 |
614,391 |
|
|
|
|
|
|
Operating income (expenses) |
|
|
|
|
|
Selling expenses |
24 |
- |
- |
(185,725) |
(197,502) |
Administrative expenses |
24 |
(3,172) |
(2,291) |
(239,217) |
(188,397) |
Other operating income (expenses), net |
24 |
(1,989) |
213,205 |
(1,989) |
212,582 |
|
|
(5,161) |
210,914 |
(426,931) |
(173,317) |
|
|
|
|
|
|
Equity results |
13 |
171,243 |
323,773 |
126 |
(3,894) |
|
|
|
|
|
|
Operating profit before income taxes and financial result |
|
166,082 |
534,687 |
253,196 |
437,180 |
|
|
|
|
|
|
Financial result |
25 |
|
|
|
|
Financial income |
|
20,276 |
22,890 |
45,718 |
71,768 |
Financial expenses |
|
(67,981) |
(94,522) |
(286,472) |
(339,035) |
Exchange variation, net |
|
42,010 |
239,671 |
141,153 |
653,477 |
|
|
(5,695) |
168,039 |
(99,601) |
386,210 |
|
|
|
|
|
|
Income before income and social contribution taxes |
|
160,387 |
702,726 |
153,595 |
823,390 |
|
|
|
|
|
|
Income and social contribution taxes |
|
|
|
|
|
Current |
|
- |
- |
(85,095) |
(62,956) |
Deferred |
|
(8) |
- |
164,185 |
(3,295) |
|
9 |
(8) |
- |
79,090 |
(66,251) |
Net income for the period before non-controlling interests |
|
160,379 |
702,726 |
232,685 |
757,139 |
|
|
|
|
|
|
Attributable to controlling shareholders |
|
160,379 |
702,726 |
160,379 |
702,726 |
Attributable to non-controlling interests from Smiles |
|
- |
- |
72,306 |
54,413 |
|
|
|
|
|
|
Basic earnings per common share |
14 |
0.013 |
0.058 |
0.013 |
0.058 |
Basic earnings per preferred share |
14 |
0.463 |
2.034 |
0.463 |
2.034 |
Diluted earnings per common share |
14 |
0.013 |
0.058 |
0.013 |
0.058 |
Diluted earnings per preferred share |
14 |
0.458 |
2.034 |
0.458 |
2.034 |
The accompanying notes are an integral part of the quarterly information.
12
|
Statements of comprehensive incomeQuarters ended March 31, 2017 and 2016 (In thousands of Brazilean reais - R$) |
|
Note |
Parent Company |
Consolidated |
||
|
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
|
|
|
|
|
|
|
Net income for the period |
|
160,379 |
702,726 |
232,685 |
757,139 |
|
|
|
|
|
|
Other comprehensive income (loss) to be reclassified to profit or loss |
28 |
|
|
|
|
Cash flow hedges |
|
17,078 |
(18,266) |
17,078 |
(18,266) |
Tax effect |
|
- |
6,211 |
- |
6,211 |
|
|
17,078 |
(12,055) |
17,078 |
(12,055) |
|
|
|
|
|
|
Total comprehensive income for the period |
|
177,457 |
690,671 |
249,763 |
745,084 |
|
|
|
|
|
|
Comprehensive income attributable to: |
|
|
|
|
|
Controlling shareholders |
|
177,457 |
690,671 |
177,457 |
690,671 |
Non-controlling interests from Smiles |
|
- |
- |
72,306 |
54,413 |
The accompanying notes are an integral part of the quarterly information.
13
|
Statements of changes in equity - Parent CompanyQuarters ended March 31, 2017 and 2016 (In thousands of Brazilean reais - R$) |
|
|
|
|
|
Capital reserves |
Equity valuation adjustments |
|
|
|
|
|
|
Note |
Capital stock |
Share inssuance cost |
Treasury shares |
Goodwill on transfer of shares |
Special goodwill reserve of subsidiary |
Unrealized hedge gain (losses) |
Share-based payments |
Effects of changes in equity interest |
Accumulated losses |
Total |
Balances as of January 1, 2016 |
|
3,080,110 |
(41,895) |
(22,699) |
27,882 |
70,979 |
(178,939) |
103,126 |
690,379 |
(8,275,405) |
(4,546,462) |
Other comprehensive loss, net |
|
- |
- |
- |
- |
- |
(12,055) |
- |
- |
- |
(12,055) |
Stock options |
|
- |
- |
- |
- |
- |
- |
3,378 |
- |
- |
3,378 |
Equity interest dilution effects |
|
- |
- |
- |
- |
- |
- |
- |
(362) |
- |
(362) |
Net income for the period |
|
- |
- |
- |
- |
- |
- |
- |
- |
702,726 |
702,726 |
Transfer of restricted shares |
|
- |
- |
331 |
- |
- |
- |
(331) |
- |
- |
- |
Balances as of March 31, 2016 |
|
3,080,110 |
(41,895) |
(22,368) |
27,882 |
70,979 |
(190,994) |
106,173 |
690,017 |
(7,572,679) |
(3,852,775) |
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of January 1, 2017 |
|
3,080,110 |
(42,290) |
(13,371) |
20,420 |
70,979 |
(147,229) |
113,918 |
693,251 |
(7,425,786) |
(3,649,998) |
Other comprehensive income, net |
|
- |
- |
- |
- |
- |
17,078 |
- |
- |
- |
17,078 |
Stock options |
22 |
- |
- |
- |
- |
- |
- |
683 |
- |
- |
683 |
Equity interest dilution effects |
13 |
- |
- |
- |
- |
- |
- |
- |
3,849 |
- |
3,849 |
Net income for the period |
|
- |
- |
- |
- |
- |
- |
- |
- |
160,379 |
160,379 |
Balances as of March 31, 2017 |
|
3,080,110 |
(42,290) |
(13,371) |
20,420 |
70,979 |
(130,151) |
114,601 |
697,100 |
(7,265,407) |
(3,468,009) |
The accompanying notes are an integral part of the quarterly information.
14
|
Statements of changes in equity - Consolidated
Quarters ended March 31, 2017 and 2016
|
|
|
|
|
|
Capital reserves |
Equity valuation adjustments |
|
|
|
|
|
|
|
|
Note |
Capital stock |
Share inssuance cost |
Treasury shares |
Goodwill on transfer of shares |
Special goodwill reserve of subsidiary |
Unrealized hedge gain (losses) |
Share-based payments |
Effects of changes in equity interest |
Accumulated losses |
Equity (deficit) attributable to controlling shareholders |
Smiles’ non-controlling interests |
Total |
Balances as of January 1, 2016 |
|
3,080,110 |
(155,223) |
(22,699) |
27,882 |
70,979 |
(178,939) |
103,126 |
690,379 |
(8,162,077) |
(4,546,462) |
224,022 |
(4,322,440) |
Other comprehensive loss, net |
|
- |
- |
- |
- |
- |
(12,055) |
- |
- |
- |
(12,055) |
- |
(12,055) |
Capital increase for exercise of stock option in subsidiary |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1,565 |
1,565 |
Stock options |
|
- |
- |
- |
- |
- |
- |
3,378 |
- |
- |
3,378 |
175 |
3,553 |
Equity interest dilution effects |
|
- |
- |
- |
- |
- |
- |
- |
(362) |
- |
(362) |
(1,592) |
(1,954) |
Net income for the period |
|
- |
- |
- |
- |
- |
- |
- |
- |
702,726 |
702,726 |
54,413 |
757,139 |
Transfer of restricted shares |
|
- |
- |
331 |
- |
- |
- |
(331) |
- |
- |
- |
- |
- |
Dividends distributed by Smiles |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1,808 |
1,808 |
Balances as of March 31, 2016 |
|
3,080,110 |
(155,223) |
(22,368) |
27,882 |
70,979 |
(190,994) |
106,173 |
690,017 |
(7,459,351) |
(3,852,775) |
280,391 |
(3,572,384) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of January 1, 2017 |
|
3,080,110 |
(155,618) |
(13,371) |
20,420 |
70,979 |
(147,229) |
113,918 |
693,251 |
(7,312,458) |
(3,649,998) |
293,247 |
(3,356,751) |
Other comprehensive income, net |
|
- |
- |
- |
- |
- |
17,078 |
- |
- |
- |
17,078 |
- |
17,078 |
Capital increase for exercise of stock option in subsidiary |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1,932 |
1,932 |
Stock options |
22 |
- |
- |
- |
- |
- |
- |
683 |
- |
- |
683 |
76 |
759 |
Equity interest dilution effects |
13 |
- |
- |
- |
- |
- |
- |
- |
3,849 |
- |
3,849 |
49 |
3,898 |
Net income for the period |
|
- |
- |
- |
- |
- |
- |
- |
- |
160,379 |
160,379 |
72,306 |
232,685 |
Dividends distributed by Smiles |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(185,779) |
(185,779) |
Balances as of March 31, 2017 |
|
3,080,110 |
(155,618) |
(13,371) |
20,420 |
70,979 |
(130,151) |
114,601 |
697,100 |
(7,152,079) |
(3,468,009) |
181,831 |
(3,286,178) |
The accompanying notes are an integral part of the quarterly information.
15
|
Statements of cash flowsQuarters ended March 31, 2017 and 2016 (In thousands of Brazilian reais - R$) |
Parent Company |
Consolidated |
|||
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
|
Net income for the period |
160,379 |
702,726 |
232,685 |
757,139 |
Adjustments to reconcile net income to net cash |
||||
Depreciation and amortization |
- |
- |
106,608 |
114,765 |
Allowance for doubtful accounts |
- |
- |
1,818 |
3,707 |
Provisions for legal proceedings |
- |
- |
38,567 |
11,034 |
Provision (reversal) for inventory obsolescence |
- |
- |
33 |
(31,104) |
Deferred taxes |
8 |
- |
(164,185) |
3,295 |
Equity results |
(171,243) |
(323,773) |
(126) |
3,894 |
Share-based payments |
- |
581 |
3,324 |
3,280 |
Exchange and monetary variations, net |
( 43,388 ) |
(263,211) |
(113,539) |
(561,043) |
Interest on loans and financial lease |
49,346 |
70,632 |
143,123 |
182,513 |
Unrealized derivative results |
- |
- |
11,664 |
6,972 |
Provision for profit sharing |
- |
- |
6,069 |
3,373 |
Write-off of property, plant and equipment and intangible assets |
- |
58,772 |
4,978 |
51,944 |
Adjusted net income |
(4,898) |
245,727 |
271,019 |
549,769 |
Changes in operating assets and liabilities: |
|
|
||
Trade receivables |
- |
- |
(65,366) |
(55,509) |
Short-term investments |
(2) |
26,025 |
105,886 |
(52,338) |
Inventories |
- |
- |
(5,479) |
44,898 |
Deposits |
(3,636) |
(2,341) |
(21,463) |
(210,917) |
Suppliers |
2 |
(3,831) |
11,558 |
54,615 |
Advance for ticket sale |
- |
- |
(245,459) |
(328,254) |
Mileage program |
- |
- |
(51,436) |
6,852 |
Advances from customers |
- |
- |
215,687 |
204,800 |
Salaries, wages and benefits |
- |
18 |
(2,096) |
(35,704) |
Landing fees |
- |
- |
49,707 |
(20,745) |
Taxes payable |
192 |
(147) |
269,245 |
61,132 |
Derivatives |
- |
- |
(20,065) |
(5,285) |
Provisions |
- |
- |
(69,442) |
(16,179) |
Other assets (liabilities) |
65,151 |
16,016 |
(130,817) |
(72,491) |
Interest paid |
(99,211) |
(149,477) |
(205,345) |
(256,612) |
Income tax paid |
- |
- |
(59,279) |
(44,006) |
Net cash generated (used) in operating activities |
(42,402) |
131,990 |
46,855 |
(175,974) |
Related parties |
244,736 |
(646,984) |
- |
- |
Short-term investments |
- |
- |
201,644 |
17,925 |
Restricted cash |
(1,376) |
58,071 |
(19,979) |
322,419 |
Capital increase in subsidiary |
(275,000) |
- |
- |
- |
Advances for property, plant and equipment acquisition, net |
- |
233,280 |
- |
206,461 |
Property, plant and equipment |
- |
- |
(129,463) |
(71,940) |
Intangible assets |
- |
- |
(13,910) |
(7,366) |
Dividends received |
216,211 |
- |
- |
- |
Net cash generated (used) in investing activities |
184,571 |
(355,633) |
38,292 |
467,499 |
16
|
Statements of cash flowsQuarters ended March 31, 2017 and 2016 (In thousands of Brazilian reais - R$) |
Parent Company |
Consolidated |
|||
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
|
Loan funding |
- |
- |
31,818 |
969 |
Loan payments |
- |
- |
(18,908) |
(252,243) |
Finance lease payments |
- |
- |
(57,319) |
(139,810) |
Dividends paid to Smiles’ non-controlling interests |
- |
- |
(185,779) |
1,808 |
Capital increase |
- |
- |
- |
1,565 |
Net cash used in financing activities |
- |
- |
(230,188) |
(387,711) |
Exchange variation on cash in foreign subsidiaries |
206 |
3,812 |
(31,056) |
(9,443) |
Net increase (decrease) in cash and cash equivalents |
142,375 |
(219,831) |
(176,097) |
(105,629) |
Cash and cash equivalents at the beginning of the period |
57,378 |
387,323 |
562,207 |
1,072,332 |
Cash and cash equivalents at the end of the period |
199,753 |
167,492 |
386,110 |
966,703 |
17
|
Value added statementsQuarters ended March 31, 2017 and 2016 (In thousands of Brazilian reais - R$) |
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
Revenue |
|
|
|
|
Passengers, cargo and other |
- |
- |
2,820,928 |
2,890,381 |
Other operating income (expenses) |
(1,989) |
212,582 |
8,373 |
212,582 |
Allowance for doubtful accounts |
- |
- |
1,260 |
2,268 |
|
(1,989) |
212,582 |
2,830,561 |
3,105,231 |
Inputs acquired from third parties (including ICMS and IPI) |
|
|
|
|
Suppliers of fuel and lubricants |
- |
- |
(748,589) |
(773,565) |
Material, power, third-party services and other |
(2,352) |
(619) |
(748,580) |
(772,862) |
Aircraft insurance |
- |
- |
(140) |
(8,109) |
Sales and marketing |
(322) |
(188) |
(118,873) |
(121,445) |
Gross value added |
(4,663) |
211,775 |
1,214,379 |
1,429,250 |
|
|
|
|
|
Depreciation and amortization |
- |
- |
(106,608) |
(114,766) |
Value added produced |
(4,663) |
211,775 |
1,107,771 |
1,314,484 |
|
|
|
|
|
Value added received in transfer |
|
|
|
|
Equity results |
171,243 |
323,773 |
126 |
(3,894) |
Financial income |
71,125 |
36,872 |
314,185 |
873,282 |
Value added for distribution |
237,705 |
572,420 |
1,422,082 |
2,183,872 |
|
|
|
|
|
Distribution of value added: |
|
|
|
|
|
||||
Salaries |
427 |
827 |
323,600 |
342,802 |
Benefits |
- |
- |
38,668 |
44,920 |
F.G.T.S. |
- |
34 |
26,829 |
27,141 |
Employees |
427 |
861 |
389,097 |
414,863 |
|
|
|
|
|
Federal taxes |
311 |
326 |
126,355 |
206,704 |
State taxes |
- |
- |
8,622 |
8,235 |
Municipal taxes |
- |
- |
702 |
616 |
Tax, charges and contributions |
311 |
326 |
135,679 |
215,555 |
|
|
|
|
|
Interest |
76,588 |
(131,493) |
408,312 |
461,731 |
Rent |
- |
- |
256,274 |
320,638 |
Other |
- |
- |
35 |
13,946 |
Third-party capital remuneration |
76,588 |
(131,493) |
664,621 |
796,315 |
|
|
|
|
|
Net income for the period |
160,379 |
702,726 |
160,379 |
702,726 |
Income for the period attributable to n on-controlling interests from Smiles |
- |
- |
72,306 |
54,413 |
Remuneration of own capital |
160,379 |
702,726 |
232,685 |
757,139 |
|
|
|
|
|
Value added for distribution |
237,705 |
572,420 |
1,422,082 |
2,183,872 |
18
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GLAI”) is a publicly-listed company established on March 12, 2004, in accordance with Brazilian corporate legislation. The Company is engaged in controlling its subsidiaries: (i) Gol Linhas Aéreas S.A. (currently “GLA”, formerly “VRG Linhas Aéreas S.A.” prior to the change in the corporate name on September 22, 2016), 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 By-laws; and (ii) Smiles S.A., which mainly operates (a) the development and management of its own or third party’s customer loyalty program, and (b) the sale of redemption rights of rewards related to the loyalty program.
Additionally, the Company is the direct parent Company of the wholly-owned subsidiaries GAC Inc. (“GAC”), Gol Finance Inc. (“Gol Finance”), Gol LuxCo S.A. (“Gol LuxCo”) and Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”), and indirect parent Company of Webjet Participações S.A. (“Webjet”).
The Company’s registered office is at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.
The Company’s shares are traded on the BM&FBOVESPA and on the New York Stock Exchange (“NYSE”). The Company adopted Level 2 Differentiated Corporate Governance Practices from BM&FBOVESPA and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created to identify companies committed to the differentiated corporate governance practices.
GLA is highly sensible to the volatility of the U.S. dollar, since approximately 50% of its costs are denominated in U.S. dollar. To overcome the challenges faced throughout 2016, the Company implemented a plan to maintain its liquidity and resume its operating margin. As a result, the Company has been maintaining in safe levels its liquidity and ability to respond effectively to the adverse events caused by the instability of the Brazilian economic scenario.
The Company established and has been executing several initiatives to adjust capacity based on short- and long-term liquidity. The diligent work performed to adjust the fleet size to economic growth and matching seat supply to demand are some of the ongoing initiatives implemented to maintain a high load factor. The Company will maintain a solid strategy by means of liquidity initiatives, such as the adjustment of the route network, initiatives to reduce costs and the adjustment of its debt structure.
It is worth noting that, even in a scenario with an outlook for improvement, the Company does not rule out uncertainties in Brazil’s economic and political scenario that may directly impact the effectiveness of the expected returns.
Management understands that the business plan prepared, presented and approved by the Board of Directors on January 31, 2017, shows strong elements to continue as going concern.
19
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
In 2016, the Company received inquiries from Brazilian tax authorities regarding certain payments to firms owned by politically exposed persons in Brazil. After the beginning of an internal investigation, the Company retained U.S. and Brazilian legal counsel to conduct an external independent investigation to ascertain the facts with regard to these payments and any other identified as irregular, as well to analyze the conformity and effectiveness of the Company’s internal control and compliance programs in accordance with the findings of this investigation.
In December 2016, the Company entered into a leniency agreement with the Brazilian Federal Public Ministry (the “Leniency Agreement”), under which the Company agreed to pay R$12.0 million in fines and to make improvements to its compliance program. In turn, the Federal Public Ministry is obliged not to bring any criminal or civil suits related to activities that are the subject of the Leniency Agreement and that may be characterized as (i) acts of administrative impropriety and related acts involving politically exposed persons or (ii) other possible actions, which at the date of the Leniency Agreement had not been identified by the ongoing investigation (any such actions possibly resulting in an increase in the fines under the Leniency Agreement). In addition, the Company paid R$4.2 million in fines to the Brazilian tax authorities related to the above-mentioned payments. The Company voluntarily informed the U.S. Department of Justice, the SEC and the CVM of the external independent investigation and the Leniency Agreement.
The external independent investigation was concluded in April 2017. It revealed that certain additional irregular payments were made to politically exposed persons. None of the amounts paid were material (individually or in the aggregate) in terms of cash flow, and none of our current employees, representatives or members of our board or management knew of any illegal purpose behind any of the identified transactions or knew of any illicit benefit to the Company arising out of the transactions investigated. The Company will be reporting the conclusions of the investigation to the relevant authorities in due course. These authorities may impose fines and possibly other sanctions on the Company.
During 2016, the Company took steps to strengthen and expand its internal control and compliance program. Among other measures, the Company commenced monitoring its transactions with politically exposed persons, and enhanced its procurement procedures and the procedures for the contracting and execution of services by outside providers. The Company compromises to further improve its internal controls and compliance programs.
This quarterly information form was approved by the Board of Directors and had its publication authorized at a meeting held on May 9, 2017.
20
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The Company’s individual and consolidated quarterly information for the three-month period ended March 31, 2017, has been prepared in accordance with International Accounting Standards (“IAS”) No. 34, and Accounting Pronouncement No. 21 (R1) (CPC 21), which deals with interim statements, and the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information.
When preparing the quarterly information form, the Company uses the following disclosure criteria: (i) regulatory requirements; (ii) the relevance and specificity of the information on the Company’s operations provided to users; (iii) the information needs of the users of the quarterly information form; and (iv) information from other entities in the same sector, mainly in the international market. Accordingly, Management confirms that all the material information presented in this quarterly information form is being demonstrated and corresponds to the information used by Management in the course of its duties, and is in accordance with the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information.
This quarterly information was prepared based on historical cost, except for certain financial assets and liabilities that are measured at fair value and investments measured using the equity method.
This quarterly information does not include all the information or disclosures required in the annual financial statements, and it should therefore be read in conjunction with the financial statements for the year ended December 31, 2016, which were prepared in accordance with the accounting practices generally accepted in Brazil and the International Financial Reporting Standards (IFRS). There were no changes between December 31, 2016, and March 31, 2017, in the accounting practices adopted.
Except for the subsidiary Gol Dominicana, whose functional currency is the U.S. dollar, the functional currency of all the other group entities is the Brazilian real. The presentation currency of this quarterly information is the Brazilian real.
21
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Consolidation criteria
The consolidated quarterly information comprises Gol Linhas Aéreas Inteligentes S.A. and its direct and indirect subsidiaries and associates, as follows:
Entity |
Date of constitution |
Location |
Operational activity |
Type of control |
% equity interest |
|
3/31/2017 |
12/31/2016 |
|||||
Extensions (*): |
|
|
|
|
|
|
GAC |
03/23/2006 |
Cayman Islands |
Aircraft acquisition |
Direct |
100.0 |
100.0 |
Gol Finance |
03/16/2006 |
Cayman Islands |
Financial funding |
Direct |
100.0 |
100.0 |
Gol LuxCo |
06/21/2013 |
Luxembourg |
Financial funding |
Direct |
100.0 |
100.0 |
Subsidiaries: |
|
|
|
|
|
|
GLA |
04/09/2007 |
Brazil |
Flight transportation |
Direct |
100.0 |
100.0 |
Webjet |
08/01/2011 |
Brazil |
Flight transportation |
Indirect |
100.0 |
100.0 |
Smiles |
06/10/2012 |
Brazil |
Frequent flyer program |
Direct |
53.7 |
53.8 |
Gol Dominicana |
02/28/2013 |
Dominican Republic |
Non-operational |
Direct |
100.0 |
100.0 |
Jointly controlled: |
|
|
|
|
|
|
SCP Trip |
04/27/2012 |
Brazil |
Flight magazine |
Indirect |
60.0 |
60.0 |
Associate: |
|
|
|
|
|
|
Netpoints |
11/08/2013 |
Brazil |
Frequent flyer program |
Indirect |
25.4 |
25.4 |
22
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
a) Issued by the IASB, but not yet in effect on the issue date of this quarterly information and not early adopted by the Company:
IFRS 9 (CPC 48) – Financial instruments:
In July 2014, IASB issued the final version of “IFRS 9 – Financial Instruments”, which reflects all the phases of the financial instrument project and replaces “IAS 39 – Financial Instruments: Recognition and Measurement” and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. IFRS 9 will be effective for annual periods beginning on or after January 1, 2018, with early adoption being permitted. The Company intends to adopt the standard on the effective date. This standard must be applied retrospectively; however, it is not mandatory to present comparative data. The adoption of IFRS 9 will affect the classification and measurement of the Company’s financial assets and, based on the instruments in effect until the moment, the Company does not expect significant impacts on the classification and measurement of its financial liabilities.
IFRS 15 (CPC 47) – Revenue from Contracts with Customers
In 2014, the International Accounting Standards Board (IASB) issued standard IFRS15 - Revenue from Contracts with Customers, which will be in effect for fiscal years beginning on or after January 1, 2018. IFRS15 (CPC47 - under public hearing process) presents revenue recognition principles based on a five-step model to be applied to all contracts with customers, in accordance with the entity’s performance requirements. The Company expects to adopt the new standard on the date it becomes effective using the full retrospective method. In 2017, the Company carried out a preliminary assessment of IFRS 15, which is subject to changes due to more detailed analyses that are still in progress. Among the main challenges for the adoption of IFRS 15, the Company believes that the recognition of the following revenues may change compared with the current format:
a) Passenger revenue arising from shared flight agreements : corresponds to agreements where two or more airlines unite to deliver air transportation services. In situations when the Company will work as the principal, revenue will be recognized based on the gross value of the transaction (price of the ticket to the final customer), rather than on the portion that corresponds only to the service provided by the Company.
b) Ancillary revenue: comprises all revenue linked to air transportation services, such as excess baggage, rebooking fees, refunds, among others. These revenues must be assessed and classified as “distinct” or “related to the main service”, and are recognized when incurred. In this regard, the Company does not expect significant changes, since these revenues are already recognized based on their nature, at the moment of recognition of passenger transportation revenue. Accordingly, the recognition of ancillary revenue is already aligned with the new standard.
23
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
c) Recognition of revenue from the loyalty program: considering that the Smiles program works as a separate entity and that the allocation of the fair value corresponds to the amount for which the mile has been sold, the Company does not expect any material impact on the calculation of the transaction price for separate performance obligations.
d) Breakage revenue: comprises the expectation of mileage and tickets that are not likely to be used by the customer. To recognize these revenues, the Company uses analysis tools and statistical data that allow the estimate to be calculated with a reasonable level of certainty. Given the standard’s specific requirements regarding this, the Company does not believe that the implementation of IFRS 15 will cause material impacts.
Although the pronouncement allows for early adoption as of January 1, 2017, the Company will only adopt the new standard as of January 1, 2018. Additionally, the Company will continue assessing the impacts from the adoption of the new standard and will disclose additional impacts as the analyses are concluded.
IFRS 16 – Leases
In January 2016, the IASB issued the final version of “IFRS 16 – Leases”, which establishes the principles for recognizing, measuring and disclosing leases. IFRS 16 will be effective for annual periods beginning on or after January 1, 2019. Internationally, initial adoption is permitted as of January 01, 2018, but in Brazil early adoption of this standard is not permitted by the CVM. IFRS 16 establishes that, for most leases, the lessor will recognize an asset related to the right of use of the identified asset, as well as the liability related to the lease. Since 91 of the Company’s 125 aircraft are leased, the adoption of this standard will have a material impact on the Company, with the potential increase in the assets corresponding to the right of use and liabilities corresponding to leases, which will be recorded in the statements of financial position as of the adoption date.
b) Annual improvements – Applicable to annual periods beginning on or after January 1, 2017 :
IFRS 12 – Investments entities
The amendments clarify that the disclosure requirements in IFRS 12 apply to an entity’s interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified (or included in a disposal group that is classified) as held for sale.
IAS 12 – Income taxes
Clarification on the recognition requirements of deferred tax assets for unrealized losses on debt instruments and the method of assessing the existence of probable future taxable income for the realization of the deductible temporary differences.
24
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
IAS 7 – Statement of cash flows
Greater transparency in the disclosure of liabilities arising from financing activities, including changes in cash and non-cash items.
The Company intends to adopt these standards when they become effective, disclosing and recognizing the potential impacts on its interim financial information as they are applied.
According to Management, there are no other standards and interpretations issued and not yet adopted that may have a significant impact on the result or equity disclosed by the Company.
The Company expects revenues and operating profit or loss from its flights to be at their highest levels in the summer and winter months of January and July, respectively, and during the year-end holiday period in the last fortnight of December. Given the high proportion of fixed costs, this seasonality tends to drive variations in operating profits or losses across fiscal-year quarters.
25
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The breakdown of cash equivalents is as follows:
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Private bonds |
300 |
31,267 |
37,527 |
45,882 |
Investment funds |
5,482 |
8,133 |
34,761 |
269,797 |
|
5,782 |
39,400 |
72,288 |
315,679 |
As of March 31, 2017, the private securities were mainly comprised by private bonds (Bank Deposit Certificates - “CDBs”) and repos, yielding an average 86% (52% as of December 31, 2016) of the CDI rate.
Investment funds classified as cash equivalents have high liquidity and are readily convertible to a known amount of cash with insignificant risk of change in value. As of March 31, 2017, investment funds had an average yield of 93% (91% as of December 31, 2016) of the CDI rate.
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Private bonds |
- |
- |
2 |
77,080 |
Government bonds |
- |
- |
7,436 |
41,104 |
Investment funds |
51 |
49 |
114,324 |
313,049 |
|
51 |
49 |
121,762 |
431,233 |
As of March 31, 2017, the private bonds were mainly represented by short-term investments with first-rate financial institutions, remunerated at a weighted average rate of 37% (38% as of December 31, 2016) of the CDI rate.
Government bonds are primarily represented by LFT, LTN and NTN, yielding a weighted average of 100% (102% as of December 31, 2016) of the CDI rate.
Investment funds include private funds and bonds remunerated at a weighted average rate of 105% (101% as of December 31, 2016) of the CDI rate and whose value may be subject to significant changes.
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Deposits in guarantee of letter of credit |
2,132 |
2,114 |
15,854 |
15,721 |
Escrow deposits (a) |
30,228 |
29,360 |
69,335 |
67,345 |
Escrow deposits - Leases (b) |
|
- |
90,321 |
78,015 |
Other restricted deposits |
1,672 |
1,182 |
11,129 |
7,688 |
|
34,032 |
32,656 |
186,639 |
168,769 |
26
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
Local currency: |
|
|
Credit card administrators |
385,422 |
345,798 |
Travel agencies |
316,702 |
228,089 |
Cargo agencies |
33,808 |
41,926 |
Airline partner companies |
4,274 |
4,153 |
Other |
44,758 |
66,774 |
784,964 |
686,740 |
|
Foreign currency: |
|
|
Credit card administrators |
50,763 |
49,104 |
Travel agencies |
5,520 |
16,323 |
Cargo agencies |
1,395 |
2,215 |
Airline partner companies |
15,901 |
31,200 |
Other |
- |
8,837 |
73,579 |
107,679 |
|
858,543 |
794,419 |
|
Allowance for doubtful accounts |
(35,831) |
(34,182) |
822,712 |
760,237 |
The aging list of trade receivables, net of allowance for doubtful accounts, is as follows:
The changes in allowance for doubtful accounts are as follows:
|
Consolidated |
|
|
3/31/2017 |
12/31/2016 |
Balance at the beginning of the period |
(34,182) |
(50,389) |
Additions |
(1,818) |
(9,806) |
Write-off of unrecoverable amounts |
1,086 |
16,250 |
Recoveries |
(917) |
9,763 |
Balance at the end of the period |
(35,831) |
(34,182) |
27
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
Consolidated |
|
|
3/31/2017 |
12/31/2016 |
Consumables |
28,241 |
27,281 |
Parts and maintenance materials |
165,382 |
160,884 |
Other |
6,888 |
6,867 |
Provision for obsolescence |
(12,477) |
(12,444) |
|
188,034 |
182,588 |
The changes in provision for inventory obsolescence are as follows:
|
Consolidated |
|
|
3/31/2017 |
12/31/2016 |
Balances at the beginning of the period |
(12,444) |
(12,444) |
Additions |
(33) |
- |
Balances at the end of the period |
(12,477) |
(12,444) |
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Prepaid and recoverable income and social
|
26,940 |
24,377 |
162,199 |
51,215 |
Withholding income tax (IRRF) |
228 |
2,198 |
1,352 |
9,601 |
PIS and COFINS |
- |
- |
16,722 |
16,908 |
Withholding tax of public institutions |
- |
- |
4,383 |
8,130 |
Recoverable value added tax - IVA |
- |
- |
10,783 |
12,044 |
Other |
- |
- |
2,964 |
1,449 |
Total |
27,168 |
26,575 |
198,403 |
99,347 |
|
|
|
|
|
Current |
6,042 |
9,289 |
121,725 |
27,287 |
Noncurrent |
21,126 |
17,286 |
76,678 |
72,060 |
28
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
(a) Related to the tax benefit from the reverse merger of G.A. Smiles Participações S.A. by Smiles. Under the terms of the current tax legislation, goodwill arising from the transaction will be a deductible expense when calculating income and social contribution taxes.
(b) The R$28,751 portion of taxes on unrealized profits from transactions between GLA and Smiles is recognized directly in Consolidated (R$31,085 as of December 31, 2016).
The Company and its directly held subsidiary GLA and indirectly held subsidiary Webjet show income tax losses and negative basis of social contribution on taxable income to be offset against 30% of annual taxable income, with no prescription period, in the following amounts:
The Company’s Management considers that the deferred assets and liabilities recognized as of March 31, 2017 arising from temporary differences will be realized in proportion to realization of their bases and the expectation of future results.
29
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The analysis of the realization of deferred tax assets was prepared on a company basis, as follows:
GLAI: the Company has tax credits of R$67,447, of which R$66,488 is related to tax losses and negative base for social contribution and R$959 is related to temporary differences, with realization supported by the long-term plan of the Company. The Company assessed the projections of results and did not recognize the amount of R$54,046 related to credits on tax losses and negative base for social contribution.
GLA: GLA has tax credits arising from tax losses and negative basis of social contribution in the amount of R$1,280,292. However, in view of recent events on the political scenario in Brazil, instability of the economic environment, constant fluctuations in the U.S. dollar exchange rate and other variables that significantly affect the projections of future results, as well as the history of losses in recent years, GLA did not recognize tax credits arising from tax losses and negative basis of social contribution in their entirety. On March 10, 2017, the Company adhered to the Tax Regularization Program (PRT), which allowed the partial settlement of taxes by means of tax loss carryforwards, as per Note 18. As a result, the Company used tax credits in the amount of R$163,803. Additionally, the Company analyzed the realization of deferred tax assets on temporary differences and limited the recognition based on the expected realization of deferred tax liabilities on temporary differences and the Company did not recognize the net amount of R$508,885 of deferred income and social contribution taxes on temporary difference.
Smiles: Smiles does not have tax losses and negative calculation base for social contribution. Therefore, the deferred tax credit is composed only by temporary differences which, according to the history and projections of taxable results, have an expectation of realization.
Webjet: the forecast did not present sufficient taxable income to be realized over future periods and, as a result, tax credits of R$295,361 have not been recorded.
The reconciliation of effective income tax rates and social contribution charges for the period ended March 31, 2017 is as follows:
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
Income before income and social contribution taxes |
160,387 |
702,726 |
153,595 |
823,390 |
Combined tax rate |
34% |
34% |
34% |
34% |
Income and social contribution tax credits at the combined tax rate |
(54,532) |
(238,927) |
(52,222) |
(279,953) |
Adjustments to calculate the effective tax rate: |
|
|
|
|
Equity results |
58,223 |
110,083 |
43 |
(1,324) |
Tax Income (losses) from wholly-owned subsidiaries |
(17,941) |
34,756 |
(17,941) |
34,756 |
Income tax on permanent differences and others |
|
- |
(30) |
(142) |
Nontaxable revenues (nondeductible expenses), net |
(60) |
(296) |
33,744 |
37,955 |
Interest on equity |
|
- |
|
- |
Exchange variation on foreign investments |
16,147 |
98,885 |
18,233 |
100,480 |
Use of tax credits in non-recurring installment payments (*) |
- |
- |
163,803 |
- |
Tax benefit on tax losses and temporary differences not constituted |
(1,845) |
(4,501) |
(66,540) |
41,977 |
Income and social contribution tax expenses |
(8) |
- |
79,090 |
(66,251) |
|
|
|
|
|
Current income and social contribution taxes |
- |
- |
(85,095) |
(62,956) |
Deferred income and social contribution taxes |
(8) |
- |
164,185 |
(3,295) |
|
(8) |
- |
79,090 |
(66,251) |
30
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
(*) This amount was used to reduce 76% of the tax debt, after GLA adhered to the Tax Regularization Program (PRT), as per Note 18.
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Judicial deposits (a) |
42,396 |
38,760 |
444,939 |
432,182 |
Maintenance deposits (b) |
- |
- |
589,619 |
584,149 |
Deposits in guarantee for lease agreements (c) |
- |
- |
153,737 |
172,661 |
|
42,396 |
38,760 |
1,188,295 |
1,188,992 |
(a) Judicial deposits
Judicial deposits and blocked escrows represent guarantees of lawsuits related to tax, civil and labor claims deposited in escrow until the resolution of the related claims. Part of the judicial deposits is related to civil and labor claims arising from the succession orders on claims against Varig S.A. and proceedings filed by employees that are not related to the Company or any related party (third-party claims). As the Company is not correctly classified as the defendant of these lawsuits, whenever such blockages occur, the exclusion of such is requested in order to release the resources. As of March 31, 2017, the blocked amounts regarding Varig’s succession lawsuit and third-party lawsuits were R$103,876 and R$78,843, respectively (R$101,352 and R$77,695 as of December 31, 2016, respectively).
(b) Maintenance deposits
The Company made deposits in U.S. dollars for maintenance of aircraft and engines that will be used in future events as set forth in some lease contracts.
The maintenance deposits do not exempt the Company, as lessee, neither from the contractual obligations relating to maintenance nor from risk associated with maintenance activities. The Company holds the right to select any of the maintenance service providers or to perform such services internally.
The Company has two categories of maintenance deposits:
i. Maintenance guarantee: refers to individual deposits refunded at the end of the agreement, which may also be used in maintenance events, depending on negotiations with lessors. The balance as of March 31, 2017 was R$326,648 (R$336,318 as of December 31, 2016).
ii. Maintenance reserve: refers to amounts paid monthly based on the use of the parts, which can be used in maintenance events, pursuant to the agreement. As of March 31, 2017, the balance of these reserves was R$262,971 (R$247,831 as of December 31, 2016).
(c) Deposits in guarantee for lease agreements
As required by its lease agreements, the Company holds guarantee deposits in U.S. dollars on behalf of the leasing companies, whose full refund occurs upon the contract expiration date.
31
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Parent Company
The Company's asset and liability inter-company accounts with GLA have no sureties or guarantees, as shown in the table below:
|
Assets |
Liabilities |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
GLAI - GLA |
41,454 |
37,855 |
- |
- |
GAC - GLA |
63,749 |
281,630 |
20,892 |
21,490 |
Gol LuxCo - GLA |
1,491,597 |
1,553,865 |
328 |
328 |
|
1,596,800 |
1,873,350 |
21,220 |
21,818 |
Additionally, the Parent company has inter-company accounts involving Gol LuxCo, Finance and GAC, as shown below:
These transactions are eliminated in the Parent company's accounts since they took place in offshore entities considered extensions of the Company's own operations.
All agreements related to transportation and consulting services were entered into by GLA; the companies with which those agreements were entered into are listed below, together with the object of the agreements and their main contractual conditions:
Breda Transportes e Serviços S.A.: provides airport shuttle services for passengers, luggage and employees. Pursuant to the agreement, prices may be adjusted at 12-month intervals to hold for the same period through an amendment to be signed by the parties, monetarily restated annually based on the IGPM fluctuation (General Market Price Index from Getulio Vargas Foundation). The agreement expires on July 1, 2017.
32
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Expresso União Ltda.: provides transportation to employees, and the agreement expires on April 2, 2018.
Pax Participações S.A.: provides consulting and advisory services, and the agreement expires on April 30, 2017.
Aller Participações: provides consulting and advisory services, and the agreement has no expiration date.
Limmat Participações S.A.: provides consulting and advisory services, and the agreement has no expiration date.
As of March 31, 2017, the GLA subsidiary recognized a total expense related to these services in the amount of R$3,261 (R$4,284 as of March 31, 2016). On the same date, the balance payable to the 'related companies - suppliers' line item was R$830 (R$800 as of December 31, 2016), and was mainly related to services provided by Breda Transportes e Serviços S.A.
In September 2011, GLA entered into agreements with the related parties Pássaro Azul Taxi Aéreo Ltda., Empresa de Ônibus Pássaro Marrom S/A., Viação Piracicabana Ltda., Thurgau Participações S.A., Comporte Participações S.A., Quality Bus Comércio De Veículos Ltda., Empresa Princesa Do Norte S.A., Expresso União Ltda., Breda Transporte e Serviços S.A., Oeste Sul Empreendimentos Imobiliários S.A. Spe., Empresa Cruz De Transportes Ltda., Expresso Maringá do Vale S.A., Glarus Serviços Tecnologia e Participações S.A., Expresso Itamarati S.A., Transporte Coletivo Cidade Canção Ltda., Limmat Participações S.A., Turb Transporte Urbano S.A. and Vaud Participações, all with no expiration date, whose purpose is to issue credits to purchase airline tickets issued by the Company. The UATP account (virtual card) is accepted as a payment method on the purchase of airline tickets and related services, seeking to simplify billing and facilitate payment between participating companies.
On 2010, GLA signed an agreement for engine maintenance services provided by Delta Air Lines. The agreement was renewed on December 22, 2016, maturing in December 31, 2020. During the quarter ended March 31, 2017, expenses incurred for engine maintenance services provided by Delta Air Lines amounted to R$75,357 (R$46,174 as of March 31, 2016).
33
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
On August 31, 2015 , through its Gol LuxCo subsidiary, the Company issued a term loan in the amount of US$300,000 through Morgan Stanley, with a term of 5 years and effective interest rate of 6.7% p.a. The Company had an additional backstop guarantee from Delta Air Lines. For further information, see Note 17.
On January 31, 2017, GLA entered into a Loan Agreement with Delta Air Lines Inc., (“Delta”), in the amount of US$50,000, maturing on December 31, 2020, with a repayment obligation by the Company, GLA and Gol LuxCo, pursuant to the repayment agreement entered into on August 19, 2015, with guarantee granted by the Company to GAC.
On February 19, 2014, the Company signed a strategic partnership agreement for long-term business cooperation with Air France-KLM with the purpose of improving sales activities and expanding flight and benefits sharing through mileage programs between companies for the customers in the Brazilian and European markets.
The agreement provides for the incentive investment in the Company in the amount of R$112,152, fully paid to the Company. The agreement will mature within 5 years and the installments will be amortized on a monthly basis. As of March 31, 2017, the Company has deferred revenues in the amount of R$22,430 and R$20,561 recorded under "Other liabilities" in the current and noncurrent liabilities, respectively (R$22,430 and R$26,169 as of December 31, 2016, in the current and noncurrent liabilities, respectively).
On January 1, 2017, the Company entered into an agreement to extend the strategic partnership with Airfrance-KLM, for the purpose of engine maintenance and repair services. As of March 31, 2017, there were no transactions made in connection with this agreement.
|
Consolidated |
|
|
3/31/2017 |
3/31/2016 |
Salaries and benefits (*) |
10,938 |
8,190 |
Related taxes and charges |
1,074 |
934 |
Share-based payments |
2,364 |
3,450 |
|
14,376 |
12,574 |
(*) Includes the Board of Directors’ and Audit Committee’s compensation.
As of March 31, 2017 and December 31, 2016, the Company had no post-employment benefit policy, and there were no severance benefits or other long-term benefits for employees. One-off benefits may be granted to key executive officers, limited to a short-term period.
34
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The Company has two share-based payment plans offered to its management personnel: the Stock Option Plan and the Restricted Shares Plan. Both plans stimulate and promote the alignment of the Company’s goals with management and employees, mitigate risks for the Company’s value added resulting from the loss of executives and strengthen the productivity and commitment of these executives to long-term results.
GLAI
a) Stock options plan
The beneficiaries of the Company’s stock option plan are allowed to purchase shares at the price agreed on the grant date after three years from the grant date, provided that they maintain their employment relationship up to the end of this period.
The stock options become vested 20% as from the first year, an additional 30% as from the second year, and the remaining 50% as from the third year. All stock options may also be exercised within 10 years after the grant date. In all option plans, the expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on the BM&FBOVESPA.
35
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Stock options plan |
|||||||||
Option year |
Date of Board Meeting |
Total options granted |
Number of options outstanding |
Average exercise price (in Reais) |
Average fair value at grant date (in Reais) |
Estimated volatility of share price |
Expected dividend yield |
Risk-free return rate |
Average remaining maturity (in years) |
2008 |
12/20/2007 |
190,296 |
29,066 |
45.46 |
29.27 |
40.95% |
0.86% |
11.18% |
0.6 |
2009 (a) |
02/04/2009 |
1,142,473 |
149,000 |
10.52 |
8.53 |
76.91% |
- |
12.66% |
1.7 |
2010 (b) |
02/02/2010 |
2,774,640 |
832,836 |
20.65 |
16.81 |
77.95% |
2.73% |
8.65% |
2.7 |
2011 |
12/20/2010 |
2,722,444 |
739,062 |
27.83 |
16.07 (c) |
44.55% |
0.47% |
10.25% |
3.6 |
2012 |
10/19/2012 |
778,912 |
430,272 |
12.81 |
5.32 (d) |
52.25% |
2.26% |
9.00% |
5.5 |
2013 |
05/13/2013 |
802,296 |
460,247 |
12.76 |
6.54 (e) |
46.91% |
2.00% |
7.50% |
6.1 |
2014 |
08/12/2014 |
653,130 |
432,846 |
11.31 |
7.98 (f) |
52.66% |
3.27% |
11.00% |
7.3 |
2015 |
08/11/2015 |
1,930,844 |
1,450,939 |
9.35 |
3.37 (g) |
55.57% |
5.06% |
13.25% |
8.3 |
2016 |
06/30/2016 |
5,742,732 |
4,467,787 |
2.62 |
1.24 (h) |
98.20% |
6.59% |
14.25% |
9.2 |
|
|
16,737,767 |
8,992,055 |
9.14 |
|
|
|
|
7.4 |
a) In April 2010, an additional grant of 216,673 shares referring to the 2009 plan was approved.
b) In April 2010, an additional grant of 101,894 shares referring to the 2010 plan was approved.
c) The fair value is calculated by the average value from R$16.92, R$16.11 and R$15.17 for the respective periods of vesting (2011, 2012 and 2013).
d) The fair value is calculated by the average value from R$6.04 R$5.35 and R$4.56 for the respective periods of vesting (2012, 2013 and 2014).
e) The fair value is calculated by the average value from R$7.34, R$6.58 and R$5.71 for the respective periods of vesting (2013, 2014 and December 31, 2016).
f) The fair value is calculated by the average value from R$8.20 R$7.89 and R$7.85 for the respective periods of vesting (2014, 2015 and 2016).
g) The fair value is calculated by the average value from R$3.60, R$3.30 and R$3.19 for the respective periods of vesting (2015, 2016 and 2017).
h) On July 27, 2016, an additional grant of 900,000 shares referring to the 2016 plan was approved. The fair value was calculated by the average value from R$1.29, R$1.21 and R$1.22 for the respective periods of vesting (2017, 2018 and 2019).
There were no changes in stock options in the quarter ended March 31, 2017.
|
Number of stock options |
Weighted average exercise price |
Options outstanding as of December 31, 2016 |
8,992,055 |
9.14 |
Options outstanding as of March 31, 2017 |
8,992,055 |
9.14 |
|
|
|
Number of options exercisable as of: |
|
|
December 31, 2016 |
6,214,124 |
13.66 |
March 31, 2017 |
6,908,376 |
12.67 |
b) Restricted share plan
The Company’s restricted share plan was approved at the Extraordinary Shareholders’ Meeting of October 19, 2012, and the first grants were approved at the Board of Directors’ Meeting of November 13, 2012.
36
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
There were no changes in restricted shares in the quarter ended March 31, 2017.
|
Total restricted shares |
Vested shares as of December 31, 2016 |
4,609,256 |
Vested shares as of March 31, 2017 |
4,609,256 |
Smiles
Stock options plan
The beneficiaries of the Company’s stock option plan are allowed to purchase shares at the price agreed on the grant date after three years from the grant date, provided that they maintain their employment relationship up to the end of this period.
The stock options become vested 20% as from the first year, an additional 30% as from the second year, and the remaining 50% as from the third year. All stock options may also be exercised within 10 years after the grant date. In all option plans, the expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on the BM&FBOVESPA.
|
Stock options plan |
||||||||
Option year |
Date of Board Meeting |
Total options granted |
Number of options outstanding |
Exercise price of the option (in Reais) |
Average fair value at grant date (in Reais) |
Estimated volatility of share price |
Expected dividend yield |
Risk-free return rate |
Average remaining maturity (in years) |
2013 |
08/08/2013 |
1,058,043 |
54,003 |
21.70 |
4.25 (a) |
36.35% |
6.96% |
7.40% |
6.3 |
2014 |
02/04/2014 |
1,150,000 |
199,050 |
31.28 |
4.90 (b) |
33.25% |
10.67% |
9.90% |
6.8 |
|
|
2,208,043 |
253,053 |
|
|
|
|
|
|
(a) Average fair value in Brazilian reais calculated for the stock options was R$4.84 and R$4.20 for the vesting periods in 2013 and 2014, and R$3.73 for the vesting periods from 2015 to 2016 .
(b) Average fair value In Brazilian reais calculated for the stock options was R$4.35, R$4.63, R$4.90, R$5.15 and R$5.37 for the respective periods of vesting from 2014 to 2018.
Changes in stock options in the quarter ended March 31, 2017:
|
Number of stock options |
Weighted average exercise price |
Options outstanding as of December 31, 2016 |
483,053 |
30.21 |
Options exercised |
(230,000) |
16.45 |
Options outstanding as of March 31, 2017 |
253,053 |
30.49 |
37
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
In the quarter ended March 31, 2017, the Company recorded in equity share-based payments in the amount of R$683 (R$3,378 in the quarter ended March 31, 2016) for the above-mentioned plans, with a counter entry in profit or loss under personnel costs.
38
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Investments in the GAC, Gol Finance and Gol LuxCo offshore subsidiaries were essentially seen as an extension of the Company and summed line by line with the GLAI parent company. Therefore, only Smiles and GLA are treated as investments in the GLAI parent company.
The balance of investments in the consolidated figures reflects the 25.4% share of the capital of Netpoints Fidelidade S.A. held by the Smiles subsidiary, together with the investment in SCP Trip held by the GLA subsidiary, both recognized under the equity method.
Investments for the quarter ended March 31, 2017:
|
Parent Company |
|
Consolidated |
||
|
GLA |
Smiles |
|
Trip |
Netpoints |
Relevant information of the subsidiaries as of March 31, 2017 |
|
|
|
|
|
Total number of shares |
5,085,725,049 |
123,836,952 |
|
- |
130,492,408 |
Capital stock |
4,377,670 |
185,606 |
|
1,318 |
75,351 |
Interest |
100.0% |
53.7% |
|
60.0% |
25.4% |
Total equity |
(2,701,415) |
393,103 |
|
3,608 |
(17,242) |
Unrealized accumulated profits (a) |
- |
(55,810) |
|
- |
- |
Goodwill on investments |
- |
- |
|
- |
15,184 |
Adjusted equity (b) |
(2,701,415) |
155,462 |
|
2,164 |
- |
Net income (loss) for the period |
82,686 |
156,330 |
|
211 |
(2,432) |
Unrealized profits in the period (a) |
- |
4,533 |
|
- |
- |
Adjusted net income for the period |
82,686 |
88,557 |
|
126 |
- |
|
Parent Company |
|
Consolidated |
||||
|
GLA |
Smiles |
Total |
|
Trip |
Netpoints |
Total |
Balances as of December 31, 2016 |
(3,074,190) |
281,758 |
(2,792,432) |
|
2,038 |
15,184 |
17,222 |
Equity results |
82,686 |
88,557 |
171,243 |
|
126 |
- |
126 |
Unrealized gains (losses) on hedges |
17,078 |
- |
17,078 |
|
- |
- |
- |
Equity interest dilution effects |
- |
1,358 |
1,358 |
|
- |
- |
- |
Capital increase |
275,000 |
- |
275,000 |
|
- |
- |
- |
Dividends and interest on equity |
- |
(216,211) |
(216,211) |
|
- |
- |
- |
Amortization of losses on sale-leaseback transactions (c) |
(1,989) |
- |
(1,989) |
|
- |
- |
- |
Balances as of March 31, 2017 |
(2,701,415) |
155,462 |
(2,545,953) |
|
2,164 |
15,184 |
17,348 |
(a) Corresponds to transactions involving revenue from mileage redemption for airline tickets by members in the Smiles Program which, for the purposes of consolidated statements are only accrued when program members are actually transported by GLA.
(b) Adjusted shareholders' equity corresponds to the percentage of total shareholders' equity net of unrealized profits.
(c) The subsidiary GAC has a net balance of deferred losses and gains on sale-leaseback, whose deferral is subject to the payment of contractual installments made by its subsidiary GLA. Accordingly, the net balance to be deferred is essentially part of the net investment of the Parent Company in GLA. The net balance to be deferred in the quarter ended March 31, 2017 was R$7,970 (R$9,959 in the year ended December 31, 2016). For further information, see Note 27.2.
39
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Although there are differences between common and preferred shares in terms of voting rights and priority in case of liquidation, the Company’s preferred shares are not entitled to receive any fixed dividends. Preferred shares hold economic power and the right to 35 times more dividends than common shares. The Company believes that the economic power of preferred shares is more than that of common shares. As a result, income for the year attributable to controlling shareholders is allocated in proportion to their interest in the total common and preferred shares.
Basic earnings per share are calculated by dividing the period's net income attributable to controlling shareholders by the weighted average number of all classes of shares outstanding during the year.
Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares. The Company has only one category of potentially dilutive shares, namely stock options, as described in Note 12. In the quarter ended March 31, 2017, only the exercise prices of the stock options plan granted in 2016 were lower than the accumulated market average (in the money); therefore, the plan has a dilutive effect. The other plans have no dilutive effect and were not included in the total number of outstanding shares, as their exercise prices were higher than the accumulated market average (out of money).
|
Parent Company and Consolidated |
|||
|
3/31/2017 |
3/31/2016 |
||
|
Common |
Preferred |
Common |
Preferred |
Numerator |
|
|
||
Net income for the period attributable to controlling shareholders |
66,615 |
93,764 |
292,437 |
410,289 |
|
|
|
|
|
Denominator |
|
|
|
|
Weighted average number of outstanding shares (in thousands) (*) |
5,035,037 |
202,490 |
5,035,037 |
201,887 |
Dilutive securities effect |
- |
2,089 |
- |
- |
Adjusted weighted average number of outstanding shares and diluted conversions summarized (in thousands) (*) |
5,035,037 |
204,579 |
5,035,037 |
201,887 |
|
|
|
|
|
Basic earnings per share |
0.013 |
0.463 |
0.058 |
2.034 |
Diluted earnings per share |
0.013 |
0.458 |
0.058 |
2.034 |
(*) The weighted average considers the split of one common share for 35 common shares approved at the Extraordinary Shareholders’ Meeting held on March 23, 2015. The earnings per share presented herein reflects the economic rights of each class of shares.
40
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Parent Company
On March 31, 2017 and December 31, 2016, the Company did not have balances of advances for the acquisition of aircraft related to contract renegotiations carried out throughout 2016, due to the change in the aircraft delivery schedule. In addition, the residual value of the ownership rights on the aircraft totaled R$323,013 as of March 31, 2017 (R$323,013 as of December 31, 2016), both realized by the GAC subsidiary.
41
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Consolidated
|
3/31/2017 |
|
12/31/2016 |
|||
|
Weighted annual |
Cost |
Accumulated depreciation |
Net amount |
|
Net amount |
|
depreciation rate |
|
||||
Flight equipment: |
|
|
|
|
|
|
Aircraft held under finance leases |
5.9% |
2,033,800 |
(641,221) |
1,392,579 |
|
1,411,932 |
Sets of replacement parts and spare engines |
17.6% |
1,278,758 |
(469,365) |
809,393 |
|
804,974 |
Aircraft reconfigurations/overhauling |
33.6% |
1,411,198 |
(776,246) |
634,952 |
|
615,812 |
Aircraft and safety equipment |
20% |
877 |
(430) |
447 |
|
467 |
Tools |
10% |
31,952 |
(16,814) |
15,138 |
|
14,617 |
|
|
4,756,585 |
(1,904,076) |
2,852,509 |
|
2,847,802 |
|
|
|
|
|
|
|
Impairment losses (*) |
- |
(29,101) |
- |
(29,101) |
|
(30,726) |
|
|
4,727,484 |
(1,904,076) |
2,823,408 |
|
2,817,076 |
|
|
|
|
|
|
|
Property, plant and equipment in use: |
|
|
|
|
|
|
Vehicles |
20% |
11,198 |
(9,672) |
1,526 |
|
1,660 |
Machinery and equipment |
10% |
57,823 |
(36,415) |
21,408 |
|
22,343 |
Furniture and fixtures |
10% |
27,094 |
(16,742) |
10,352 |
|
10,061 |
Computers and peripherals |
20% |
41,841 |
(34,483) |
7,358 |
|
7,401 |
Communication equipment |
10% |
2,656 |
(1,880) |
776 |
|
823 |
Facilities |
10% |
1,543 |
(1,220) |
323 |
|
332 |
Maintenance center - Confins |
10% |
107,127 |
(71,826) |
35,301 |
|
38,096 |
Leasehold improvements |
20% |
26,854 |
(19,699) |
7,155 |
|
8,248 |
Construction in progress |
- |
33,875 |
- |
33,875 |
|
31,571 |
|
|
310,011 |
(191,937) |
118,074 |
|
120,535 |
|
|
5,037,495 |
(2,096,013) |
2,941,482 |
|
2,937,611 |
|
|
|
|
|
|
|
Advances for property, plant and equipment acquisition |
- |
52,323 |
- |
52,323 |
|
87,399 |
|
|
|
|
|
|
|
|
|
5,089,818 |
(2,096,013) |
2,993,805 |
|
3,025,010 |
(*) Refers to provisions for impairment losses for rotables, classified under “Sets of replacement parts and spare engines”, made by the Company in order to present its assets according to their actual capacity for generating economic benefits.
These adjustments are supported by technical analyses and their purpose is to reflect the Company's current outlook for the use of its assets.
Changes in property, plant and equipment balances are as follows:
|
Property, plant and equipment under finance lease |
Other flight equipment |
Advances for property, plant and equipment acquisition |
Other |
Total |
As of December 31, 2015 |
2,081,973 |
1,419,596 |
623,843 |
131,202 |
4,256,614 |
Additions |
- |
425,218 |
71,503 |
27,400 |
524,121 |
Write-off |
(597,136) |
(122,487) |
(607,947) |
(9,911) |
(1,337,481) |
Depreciation |
(72,905) |
(317,183) |
- |
(28,156) |
(418,244) |
As of December 31, 2016 |
1,411,932 |
1,405,144 |
87,399 |
120,535 |
3,025,010 |
Additions |
- |
119,782 |
5,855 |
3,826 |
129,463 |
Write-off |
(5,640) |
(16,349) |
(40,931) |
- |
(62,920) |
Depreciation |
(13,713) |
(77,748) |
- |
(6,287) |
(97,748) |
As of March 31, 2017 |
1,392,579 |
1,430,829 |
52,323 |
118,074 |
2,993,805 |
42
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
Goodwill |
Airport operating rights |
Software |
Total |
Balances as of December 31, 2015 |
542,302 |
1,038,900 |
133,403 |
1,714,605 |
Additions |
- |
- |
55,316 |
55,316 |
Transfers |
- |
- |
(781) |
(781) |
Amortization |
- |
- |
(29,424) |
(29,424) |
Balances as of December 31, 2016 |
542,302 |
1,038,900 |
158,514 |
1,739,716 |
Additions |
- |
- |
13,910 |
13,910 |
Write-off |
- |
- |
(2,764) |
(2,764) |
Amortization |
- |
- |
(8,860) |
(8,860) |
Balances as of March 31, 2017 |
542,302 |
1,038,900 |
160,800 |
1,742,002 |
Maturity of
|
Interest rate |
Parent Company |
Consolidated |
|||
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
|||
Current |
|
|
||||
In local currency : |
|
|
||||
Safra (a) |
May 2018 |
128% of DI |
- |
- |
9,690 |
9,690 |
Interest |
- |
- |
- |
- |
2,008 |
45,026 |
In foreign currency (US$): |
|
|
||||
J.P. Morgan (b) |
Oct 2018 |
1.23% p.a. |
- |
- |
57,114 |
42,275 |
Finimp (c) |
Oct 2017 |
5.28% p.a. |
- |
- |
169,574 |
174,428 |
Engine Facility (Cacib) (d) |
Jun 2021 |
Libor 3m+2.25% p.a. |
- |
- |
16,413 |
16,889 |
Senior Bonds I (e) |
Apr 2017 |
7.60% p.a. |
177,342 |
182,418 |
177,342 |
182,418 |
Interest |
- |
- |
42,194 |
94,801 |
44,356 |
97,670 |
|
219,536 |
277,219 |
476,497 |
568,396 |
||
Finance leases |
Jun 2025 |
4.08% p.a. |
- |
- |
250,097 |
266,894 |
Total current |
219,536 |
277,219 |
726,594 |
835,290 |
||
|
|
|
|
|
|
|
Noncurrent |
|
|
||||
In local currency : |
|
|
||||
Safra (a) |
May 2018 |
128% of DI |
- |
- |
4,948 |
4,871 |
Debentures VI (f) |
Sep 2019 |
132% of DI |
- |
- |
1,007,038 |
1,005,242 |
In foreign currency (US$): |
|
|
|
|
||
J.P. Morgan (b) |
Oct 2018 |
1.23% p.a. |
- |
- |
11,979 |
11,142 |
Engine Facility (Cacib) (d) |
Jun 2021 |
Libor 3m+2.25% p.a. |
- |
- |
148,429 |
156,917 |
Senior Bonds II (g) |
Jul 2020 |
9.64% p.a. |
367,257 |
368,000 |
367,257 |
368,000 |
Senior Bonds III (h) |
Feb 2023 |
9.24% p.a. |
66,159 |
68,053 |
66,159 |
68,053 |
Senior Bonds IV (i) |
Jan 2022 |
11.30% p.a. |
865,100 |
889,595 |
865,100 |
889,595 |
Senior Bonds V (j) |
Dec 2018 |
9.71% p.a. |
42,261 |
43,010 |
42,261 |
43,010 |
Senior Bonds VI (k) |
Jul 2021 |
9.87% p.a. |
118,356 |
120,631 |
118,356 |
120,631 |
Senior Bonds VII (l) |
Dec 2028 |
9.84% p.a. |
51,209 |
52,721 |
51,209 |
52,721 |
Perpetual Bonds (m) |
- |
8.75% p.a. |
487,621 |
498,291 |
419,709 |
428,436 |
Term Loan (n) |
Aug 2020 |
6.70% p.a. |
919,270 |
944,194 |
919,270 |
944,194 |
2,917,233 |
2,984,495 |
4,021,715 |
4,092,812 |
|||
Finance leases |
Jun 2025 |
4.08% p.a. |
- |
- |
1,342,397 |
1,451,118 |
Total noncurrent |
2,917,233 |
2,984,495 |
5,364,112 |
5,543,930 |
||
Total |
3,136,769 |
3,261,714 |
6,090,706 |
6,379,220 |
(a) Credit line obtained by the Webjet subsidiary.
(b) Issuance of 2 series of Guaranteed Notes to finance engine maintenance, as per Note 11.4.
(c) Credit line with Banco do Brasil used to finance imports of spare parts and aircraft equipment.
(d) Credit line raised on September 30, 2014 with Credit Agricole.
(e) Issuance of Senior Bonds series I by Gol Finance on March 22, 2007, which was used to prepay aircraft purchases.
(f) 105,000 debentures issued by the GLA subsidiary on September 30, 2015 for early lump-sum repayment of Debentures IV and V.
(g) Issuance of Senior Bonds series II by Gol Finance on July 13, 2010 in order to repay debts held by the Company.
(h) Issuance of Senior Bonds series III by GLA on February 7, 2013 in order to finance the prepayment of debts due within the next 3 years. The total amount of bonds was transferred to Gol LuxCo along with the financial investments acquired on the date of issuance, and a portion of the loan was prepaid.
(i) Issuance of Senior Bonds series IV by Gol LuxCo on September 24, 2014 in order to finance partial buyback of Senior Bonds I, II and III.
(j) Issuance of Senior Bonds series V by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.
(k) Issuance of Senior Bonds series VI by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.
(l) Issuance of Senior Bonds series VII by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.
(m) Issuance of Perpetual Bonds by Gol Finance on April 5, 2006 to repay bank loans and purchase aircraft.
(n) Term Loan issued by Gol LuxCo on August 31, 2016 for aircraft purchases and bank loan repayment, with backstop guarantee from Delta Airlines. For further information, see Note 11.5.
43
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Total loans and financing includes funding costs of R$87,925 (R$97,433 as of December 31, 2016) which will be repaid over the term of the related loans and financing.
The maturities of loans and financing, except long-term financial lease agreements, as of March 31, 2017 are as follows:
|
2018 |
2019 |
2020 |
2021 |
2021 onwards |
Without maturity date |
Total |
Parent Company |
|
|
|
|
|
|
|
In foreign currency (US$): |
|
|
|
|
|
|
|
Senior Bonds II |
- |
- |
367,257 |
- |
- |
- |
367,257 |
Senior Bonds III |
- |
- |
- |
- |
66,159 |
- |
66,159 |
Senior Bonds IV |
- |
- |
- |
- |
865,100 |
- |
865,100 |
Senior Bonds V |
42,261 |
- |
- |
- |
- |
- |
42,261 |
Senior Bonds VI |
- |
- |
- |
118,356 |
- |
- |
118,356 |
Senior Bonds VII |
- |
- |
- |
- |
51,209 |
- |
51,209 |
Perpetual Bonds |
- |
- |
- |
- |
- |
487,621 |
487,621 |
Term Loan |
- |
- |
919,270 |
- |
- |
- |
919,270 |
Total |
42,261 |
- |
1,286,527 |
118,356 |
982,468 |
487,621 |
2,917,233 |
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
In local currency : |
|
|
|
|
|
|
|
Safra |
400,000 |
607,038 |
- |
- |
- |
- |
1,007,038 |
Debentures VI |
4,948 |
- |
- |
- |
- |
- |
4,948 |
In foreign currency (US$): |
|
|
|
|
|
|
|
J.P. Morgan |
11,979 |
- |
- |
- |
- |
- |
11,979 |
Engine Facility (Cacib) |
12,452 |
16,602 |
16,602 |
102,773 |
- |
- |
148,429 |
Senior Bonds II |
- |
- |
367,257 |
- |
- |
- |
367,257 |
Senior Bonds III |
- |
- |
- |
- |
66,159 |
- |
66,159 |
Senior Bonds IV |
- |
- |
- |
- |
865,100 |
- |
865,100 |
Senior Bonds V |
42,261 |
- |
- |
- |
- |
- |
42,261 |
Senior Bonds VI |
- |
- |
- |
118,356 |
- |
- |
118,356 |
Senior Bonds VII |
- |
- |
- |
- |
51,209 |
- |
51,209 |
Perpetual Bonds |
- |
- |
- |
- |
- |
419,709 |
419,709 |
Term Loan |
- |
- |
919,270 |
- |
- |
- |
919,270 |
Total |
471,640 |
623,640 |
1,303,129 |
221,129 |
982,468 |
419,709 |
4,021,715 |
(a) Credit line obtained by the Webjet subsidiary.
(b) Issuance of 2 series of Guaranteed Notes to finance engine maintenance, as per Note 11.4.
(c) Credit line with Banco do Brasil used to finance imports of spare parts and aircraft equipment.
(d) Credit line raised on September 30, 2014 with Credit Agricole.
(e) Issuance of Senior Bonds series I by Gol Finance on March 22, 2007, which was used to prepay aircraft purchases.
(f) 105,000 debentures issued by the GLA subsidiary on December 31, 2016 for early lump-sum repayment of Debentures IV and V.
(g) Issuance of Senior Bonds series II by Gol Finance on July 13, 2010 in order to repay debts held by the Company.
(h) Issuance of Senior Bonds series III by GLA on February 7, 2013 in order to finance the prepayment of debts due within the next 3 years. The total amount of bonds was transferred to Gol LuxCo along with the financial investments acquired on the date of issuance, and a portion of the loan was prepaid.
(i) Issuance of Senior Bonds series IV by Gol LuxCo on September 24, 2014 in order to finance partial buyback of Senior Bonds I, II and III.
(j) Issuance of Senior Bonds series V by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.
(k) Issuance of Senior Bonds series VI by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.
(l) Issuance of Senior Bonds series VII by Gol LuxCo on July 7, 2016, as a result of the private swap offering of Senior Bonds I, II, III, IV and Perpetual Bonds.
(m) Issuance of Perpetual Bonds by Gol Finance on April 5, 2006 to repay bank loans and purchase aircraft.
(n) Term Loan issued by Gol LuxCo on August 31, 2016 for aircraft purchases and bank loan repayment, with backstop guarantee from Delta Airlines. For further information, see Note 11.5.
44
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The fair value of senior and perpetual bonds as of March 31, 2017 is as follows:
|
Parent Company |
Consolidated |
||
|
Book value |
Market value |
Book value |
Market value |
Senior Bonds |
1,687,684 |
1,549,999 |
1,687,684 |
1,549,999 |
Perpetual Bonds |
487,621 |
368,299 |
419,709 |
317,006 |
Market values for Senior and Perpetual bonds are obtained through current market quotations.
On March 31, 2017, long-term financing (excluding perpetual bonds and finance leases) in the total amount of R$3,602,006 (R$3,664,376 as of December 31, 2016) involved restrictive covenants, including but not limited to those that require the Company to maintain the liquidity requirements and the coverage of expenses with interest.
The Company has restrictive covenants on the Term Loan with Morgan Stanley and Debentures VI with the following financial institutions: Bradesco and Banco do Brasil. In the Term Loan, the Company must make deposits for reaching contractual limits of the debt pegged to the U.S. dollar. On March 31, 2017, the Company did not have collateralized deposits pegged to the contractual limits of the Term Loan. The Debentures’ indicators are measured every six months. On March 31, 2017, Debentures VI were subject to the following covenants: (i) net debt/EBITDAR below 6.49 and (ii) debt coverage ratio (ICSD) of at least 1.17. Under the indenture, these
indicators must be measured only in the first half of 2017. Accordingly, as of March 31, 2017, the Company was in compliance with the Debenture covenants.
Import financing (Finimp): through its GLA subsidiary, the Company renegotiated contracts of this type that are part of a credit line maintained by the Company for import financing in order to purchase spare parts and aircraft equipment. These renegotiations are shown below:
Engine maintenance financing (J.P. Morgan): On January 11, 2017, the GLA subsidiary contracted a a line of funding for maintenance of engines services along with Delta Ailines (“Delta”), through Guaranteed Notes in the amount of R$33,129 (US$10,456 on the borrowing date) with quarterly amortization and interest payments, and issue cost of R$1,802 (US$560 on the borrowing date) and a financial guarantee from the Export-Import Bank of the United States (“Ex-Im Bank”).
Other loans and financing have not been affected by contractual alterations during the quarter ended March 31, 2017.
45
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The future payments of finance agreements indexed to U.S. dollar are detailed as follows:
The discount rate used to calculate present value of the minimum lease payments was 4.08% as of March 31, 2017 (4.52% as of December 31, 2016). There are no significant differences between the present value of minimum lease payments and the fair value of these financial liabilities.
The Company extended the maturity date of the financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables the performance of calculated withdrawals to be settled by payment in full at the end of the lease agreement. As of March 31, 2017, amounts of withdrawals for the repayment at maturity date of the lease agreements totaled R$219,174 (R$217,065 as of December 31, 2016) and they have been added to the 'loans and financing’ line item in n oncurrent liabilities.
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
PIS and COFINS |
181 |
33 |
89,531 |
89,332 |
ICMS installments |
- |
- |
2,521 |
4,852 |
ICMS installments - PRT |
- |
- |
51,727 |
- |
Withholding income tax on salaries |
- |
- |
13,260 |
29,519 |
ICMS |
- |
- |
43,803 |
43,226 |
Tax on import |
- |
- |
3,454 |
3,454 |
IRPJ and CSLL payable |
- |
- |
25,570 |
12,489 |
Other |
130 |
86 |
5,274 |
6,105 |
|
311 |
119 |
235,140 |
188,977 |
|
|
|
|
|
Current |
311 |
119 |
165,676 |
146,174 |
Noncurrent |
- |
- |
69,464 |
42,803 |
46
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Adherence to the Tax Regularization Program (PRT)
On March 10, 2017, the subsidiary GLA adhered to the Tax Regularization Program (PRT), pursuant to MP 766 of January 4, 2017, including tax debts owned to the Brazilian Federal Internal Revenue Service, which matured on November 30, 2016.
GLA chose to pay 76% of its debt by means of tax loss carryforwards and the remaining 24% in 24 monthly installments adjusted based on the SELIC rate as of the month it adhered to the program.
(*) Recorded under “Others, net”, as per Note 24.2.
(**) See Note 9.2.
As of March 31, 2017, the balance of transportation commitments classified in current liabilities was R$940,486 (R$1,185,945 as of December 31, 2016) and is represented by 4,123,781 tickets sold and not yet used (4,447,824 as of December 31, 2016) with an average use of 66 days (46 days as of December 31, 2016).
As of March 31, 2017, the balance of Smiles loyalty program deferred revenue was R$765,211 (R$781,707 as of December 31, 2016) and R$184,385 (R$219,325 as of December 31, 2016) classified in current and noncurrent liabilities, respectively.
47
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
Consolidated |
|||
|
Insurance provision |
Provision for aircraft and engines return (a) |
Provision for legal proceedings (b) |
Total |
Balances as of December 31, 2016 |
742 |
583,941 |
205,532 |
790,215 |
Additional provisions recognized (*) |
- |
11,198 |
38,567 |
49,765 |
Utilized provisions |
- |
(37,661) |
(32,976) |
(70,637) |
Exchange variation |
- |
(17,636) |
- |
(17,636) |
Balances as of March 31, 2017 |
742 |
539,842 |
211,123 |
751,707 |
|
|
|
|
|
As of December 31, 2016 |
|
|
|
|
Current |
742 |
65,760 |
- |
66,502 |
Noncurrent |
- |
518,181 |
205,532 |
723,713 |
|
742 |
583,941 |
205,532 |
790,215 |
|
|
|
|
|
As of March 31, 2017 |
|
|
|
|
Current |
742 |
31,030 |
- |
31,772 |
Noncurrent |
- |
508,812 |
211,123 |
719,935 |
|
742 |
539,842 |
211,123 |
751,707 |
(*) The additions of provisions for aircraft and engine return also include present value adjustment effects.
(a) Provision for aircraft and engines return
Provision for returns considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure aircraft when returned as described in the return conditions of the lease contracts. The corresponding debit entry is capitalized in property, plant and equipment (aircraft reconfigurations/overhauling).
(b) Provision for legal proceedings
As of March 31, 2017, the Company and its subsidiaries are parties to 27,568 (8,624 labor and 18,944 civil) lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operational (those arising from the Company’s normal course of operations), and Succession (those arising from claims for recognition of the succession of former Varig S.A. obligations).
Under this classification, the number of proceedings is as follows:
|
Consolidated |
||
|
Operational |
Succession |
Total |
Civil lawsuits |
17,106 |
282 |
17,388 |
Civil proceedings |
1,556 |
- |
1,556 |
Labor lawsuits |
5,853 |
2,522 |
8,375 |
Labor proceedings |
247 |
2 |
249 |
|
24,762 |
2,806 |
27,568 |
48
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The civil lawsuits are primarily related to compensation claims generally related to flight delays and cancellations, baggage loss and damage. The labor claims primarily consist of discussions related to overtime, hazard pay, risk premium and wage differences.
The provisions related to civil and labor suits, whose likelihood of loss is assessed as probable are as follows:
Provisions are reviewed based on the progress of the proceedings and history of losses based on the best current estimate for labor and civil lawsuits.
There are other civil and labor lawsuits assessed by Management and its legal counsel as possible risk of loss, in the estimated amount of R$37,480 for civil claims and R$87,752 for labor claims as of March 31, 2017 (R$31,598 and R$79,532 as of December 31, 2016, respectively), for which no provisions are recognized.
The tax lawsuits below were evaluated by the Company’s Management and its legal counsels as being relevant and with possible risk of loss as of March 31, 2017:
· GLA is discussing the non-incidence of the 1% additional COFINS rate on the imports of aircraft and parts, in the amount of R$40,570 (R$39,428 as of December 31, 2016). Our legal counsel believes that the classification of possible risk was due to the fact that there was no express revocation of the tax relief (zero rate) granted to regular air transportation companies.
· Tax on Services (ISS), the amount of R$19,992 (R$19,443 as of December 31, 2016) arising from assessment notices issued by the Municipality of São Paulo against the Company, in the period from January 2007 to December 2010 regarding a possible ISS taxation on partnerships. The classification of possible risk of loss is a result from the matters under discussion being interpretative and involving discussions of factual and evidential materials on which there is no final positioning of the Superior Courts.
49
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
· Customs Penalty in the amount of R$45,715 (R$45,689 as of December 31, 2016) relating to assessment notices issued against the Company for alleged breach of customs rules regarding procedures for temporary import of aircraft. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.
· BSSF goodwill (BSSF Air Holdings), in the amount of R$48,112 (R$47,572 as of December 31, 2016) related to an infraction notice due to the deductibility of the goodwill allocated to future profitability. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.
· GLA’s goodwill in the amount of R$75,432 (R$72,687 as of December 31, 2016) resulted from an assessment notice related to the deductibility of the goodwill classified as future profitability. The classification of possible risk is a result of the absence of a final positioning of the Superior Courts.
· GLAI is discussing the non-incidence of taxation of PIS and COFINS on revenues generated by interest attributable to shareholders’ equity in the amount of R$59,562 related to the years from 2006 to 2008, paid by its subsidiary GTA Transportes Aéreos S.A., succeeded by GLA 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 escrow deposits with Bic Banco with a partial guarantee on the lawsuit of R$30,228 as disclosed in Note 6.
· Tax on Industrialized Products (“IPI”): from tax-deficienty notices supposedly levied on the importation of aircraft in the amount of R$115,136 as of December 31, 2016. On March 10, 2017, even though the lawsuit was not yet resolved in the administrative level, the Company included said debt in the Tax Regularization Program (PRT), as per Note 18, given that decisions in similar proceedings have not been favorable. There is a possibility of changing the likelihood of loss of this proceeding in the medium term.
There are other lawsuits considered by the Company’s Management and its legal counsels as possible risk, in the estimated amount of R$37,750 (R$39,113 as of December 31, 2016) which added to the lawsuits mentioned above, totaled R$327,133 as of March 31, 2017 (R$436,861 as of December 31, 2016).
As of March 31, 2017, the Company’s capital stock was R$3,080,110, represented by 5,238,421,108 shares, comprised by 5,035,037,140 common shares and 203,383,968 preferred shares. The Fundo de Investimento em Participações Volluto is the Company’s controlling shareholder, which is equally controlled by Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino.
50
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The Company’s shares are held as follows:
The authorized capital stock as of March 31, 2017 was R$4.0 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless of any amendment to its by-laws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. Under the law terms, in case of capital increase within the authorized limit, the Board of Directors will define the issuance conditions, including pricing and payment terms.
The Company’s By-laws provide for a mandatory minimum dividend to be paid to common and preferred shareholders, at least 25% of period adjusted net income after allocation to reserves in accordance with Brazilian Corporation Law (6404/76).
As of March 31, 2017, the Company had 893,793 treasury shares, totaling R$13,371, with a market value of R$7,454 (893,793 treasury shares, totaling R$13,371 in treasury shares, with a market value of R$4,129 as of December 31, 2016).
51
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
(*) Of the total amount, R$110,104 consists of revenues from unused passenger tickets, reissued tickets and cancellation of flight tickets (R$64,800 as of March 31, 2016).
Revenues are net of federal, state and municipal taxes, which are paid and transferred to the appropriate government entities.
Revenues by geographical location is as follows:
|
3/31/2017 |
% |
3/31/2016 |
% |
Domestic |
2,193,638 |
82.9% |
2,208,965 |
81.4 |
International |
452,201 |
17.1% |
504,104 |
18.6 |
Net Revenue |
2,645,839 |
100.0% |
2,713,069 |
100.0 |
52
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
3/31/2017 |
% |
3/31/2016 |
% |
Personnel (a) |
(459) |
8.9 |
(862) |
(0.4) |
Services provided |
(2,019) |
39.1 |
(369) |
(0.2) |
Sale-leaseback transactions (b) |
(1,989) |
38.6 |
212,582 |
100.8 |
Other expenses |
(694) |
13.4 |
(437) |
(0.2) |
|
(5,161) |
100.0 |
210,914 |
100.0 |
|
3/31/2017 |
|||||
|
Cost of services provided |
Selling expenses |
Administrative expenses |
Other operating revenues, net |
Total |
% |
Personnel (a) |
(314,442) |
(11,556) |
(87,983) |
- |
(413,981) |
17.3 |
Fuels and lubricants |
(735,811) |
- |
- |
- |
(735,811) |
30.8 |
Aircraft leases |
(241,509) |
- |
- |
- |
(241,509) |
10.1 |
Maintenance and repair materials |
(88,247) |
- |
- |
- |
(88,247) |
3.7 |
Passenger costs |
(117,266) |
- |
- |
- |
(117,266) |
4.9 |
Services provided |
(77,687) |
(47,238) |
(68,986) |
- |
(193,911) |
8.1 |
Sales and marketing |
- |
(117,558) |
- |
- |
(117,558) |
4.9 |
Landing and takeoff tariffs |
(174,791) |
- |
- |
- |
(174,791) |
7.3 |
Depreciation and amortization |
(103,180) |
- |
(3,428) |
- |
(106,608) |
4.4 |
Sale-leaseback transactions (b) |
- |
- |
- |
(1,989) |
(1,989) |
0.1 |
Other, net (c) |
(112,905) |
(9,373) |
(78,820) |
- |
(201,098) |
8.4 |
|
(1,965,838) |
(185,725) |
(239,217) |
(1,989) |
(2,392,769) |
100.0 |
|
3/31/2016 |
|||||
|
Cost of services provided |
Selling expenses |
Administrative expenses |
Other operating revenues, net |
Total |
% |
Personnel (a) |
(324,476) |
(10,401) |
(80,003) |
- |
(414,880) |
18.3 |
Fuels and lubricants |
(756,887) |
- |
- |
- |
(756,887) |
33.3 |
Aircraft leases |
(323,868) |
- |
- |
- |
(323,868) |
14.3 |
Maintenance and repair materials |
(128,075) |
- |
- |
- |
(128,075) |
5.6 |
Passenger costs |
(122,195) |
- |
- |
- |
(122,195) |
5.4 |
Services provided |
(59,928) |
(63,072) |
(59,319) |
- |
(182,319) |
8.0 |
Sales and marketing |
- |
(118,584) |
- |
- |
(118,584) |
5.2 |
Landing and takeoff tariffs |
(189,554) |
- |
- |
- |
(189,554) |
8.3 |
Depreciation and amortization |
(114,683) |
- |
(82) |
- |
(114,765) |
5.1 |
Sale-leaseback transactions (b) |
- |
- |
- |
212,582 |
212,582 |
(9.4) |
Other, net |
(79,012) |
(5,445) |
(48,993) |
- |
(133,450) |
5.9 |
|
(2,098,678) |
(197,502) |
(188,397) |
212,582 |
(2,271,995) |
100.0 |
(a) The Company recognizes expenses for the Audit Committee and the Board of Directors in the "Personnel" line item.
(b) In the quarter ended March 31, 2017, the amount of R$1,989 is related to deferred net losses from sale-leaseback aircraft traded between 2006 and 2009 (net gain of R$212,582 arising from 8 aircraft transactions, 7 of which from sale-leaseback transactions in which 1 aircraft was received during the quarter ended March 31, 2016 and 6 aircraft previously classified as property and equipment under finance lease agreements, and the sale of the right to receive 1 aircraft).
(c) Comprising tax debts included in the " PRT", as per Note 18.
53
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
3/31/2016 |
3/31/2017 |
3/31/2016 |
Financial income |
|
|
|
|
Income from derivative financial instruments |
- |
- |
1,341 |
16,963 |
Income from short-term Investments and investment funds |
1,116 |
1,603 |
29,170 |
53,822 |
Monetary variation |
749 |
531 |
3,383 |
3,105 |
(-) Taxes on financial income |
(208) |
(319) |
(5,735) |
(5,995) |
Other |
18,619 |
21,075 |
17,559 |
3,873 |
|
20,276 |
22,890 |
45,718 |
71,768 |
Financial expenses |
|
|
|
|
Losses from derivatives |
- |
- |
(13,005) |
(63,573) |
Interest on loans and financing |
(62,092) |
(89,526) |
(240,192) |
(237,880) |
Bank charges and expenses |
(3,157) |
(3,102) |
(8,645) |
(8,869) |
Monetary variation |
- |
- |
(880) |
(915) |
Other |
(2,732) |
(1,894) |
(23,750) |
(27,798) |
|
(67,981) |
(94,522) |
(286,472) |
(339,035) |
|
|
|
|
|
Exchange variation, net |
42,010 |
239,671 |
141,153 |
653,477 |
|
|
|
|
|
Total |
(5,695) |
168,039 |
(99,601) |
386,210 |
Operating segments are defined as business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the relevant decision makers to evaluate performance and allocate resources to the segments. The Company holds two operating segments: flight transportation and the Smiles loyalty program.
The accounting policies of the operating segments are the same as those applied to consolidated quarterly information. Additionally, the Company has distinct natures between the two reportable segments, so there are no common costs and revenues between operating segments.
The Company is the controlling shareholder of Smiles, and the non-controlling interests of Smiles were 46.3% as of March 31, 2017 and 46.2% as of December 31, 2016.
The information below presents the summarized financial position related to reportable segments for the periods ended March 31, 2017 and December 31, 2016:
54
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
3/31/2017 |
|||||
|
Flight transportation |
Frequent flyer program |
Combined information |
Eliminations |
Total consolidated |
Assets |
|
|
|
|
|
Current |
1,352,918 |
1,004,150 |
2,357,068 |
(586,794) |
1,770,274 |
Noncurrent |
6,343,980 |
660,380 |
7,004,360 |
(689,424) |
6,314,936 |
Total assets |
7,696,898 |
1,664,530 |
9,361,428 |
(1,276,218) |
8,085,210 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current |
4,082,837 |
1,083,008 |
5,165,845 |
(501,444) |
4,664,401 |
Noncurrent |
7,080,916 |
188,419 |
7,269,335 |
(562,348) |
6,706,987 |
Total equity (deficit) |
(3,466,855) |
393,103 |
(3,073,752) |
(212,426) |
(3,286,178) |
Total liabilities and equity (deficit) |
7,696,898 |
1,664,530 |
9,361,428 |
(1,276,218) |
8,085,210 |
|
12/31/2016 |
||||
|
Flight transportation |
Frequent flyer program |
Combined information |
Eliminations |
Total consolidated |
Assets |
|
|
|
|
|
Current |
1,426,750 |
1,413,422 |
2,840,172 |
(759,458) |
2,080,714 |
Noncurrent |
6,474,404 |
513,456 |
6,987,860 |
(664,219) |
6,323,641 |
Total assets |
7,901,154 |
1,926,878 |
9,828,032 |
(1,423,677) |
8,404,355 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current |
4,767,322 |
1,061,806 |
5,829,128 |
(980,386) |
4,848,742 |
Noncurrent |
6,782,835 |
229,725 |
7,012,560 |
(100,196) |
6,912,364 |
Total equity (deficit) |
(3,649,003) |
635,347 |
(3,013,656) |
(343,095) |
(3,356,751) |
Total liabilities and equity (deficit) |
7,901,154 |
1,926,878 |
9,828,032 |
(1,423,677) |
8,404,355 |
55
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
3/31/2017 |
||||
|
Flight transportation |
Frequent flyer program |
Combined information |
Eliminations |
Total consolidated |
Net Revenue |
|
|
|
|
|
Passenger (a) |
2,185,003 |
- |
2,185,003 |
111,662 |
2,296,665 |
Cargo and other (a) |
188,026 |
- |
188,026 |
9,177 |
197,203 |
Miles revenue (a) |
- |
443,304 |
443,304 |
(291,333) |
151,971 |
Cost of services provided (b) |
(1,907,354) |
(222,643) |
(2,129,997) |
164,159 |
(1,965,838) |
Gross profit |
465,675 |
220,661 |
686,336 |
(6,335) |
680,001 |
|
|
|
|
|
|
Operating income (expenses) |
|
|
|
|
|
Selling expenses |
(175,816) |
(21,433) |
(197,249) |
11,524 |
(185,725) |
Administrative expenses (c) |
(221,031) |
(19,868) |
(240,899) |
1,682 |
(239,217) |
Other operating income (expenses), net |
(1,989) |
- |
(1,989) |
- |
(1,989) |
|
(398,836) |
(41,301) |
(440,137) |
13,206 |
(426,931) |
|
|
|
|
|
|
Equity results |
88,683 |
- |
88,683 |
(88,557) |
126 |
|
|
|
|
|
|
Financial result |
|
|
|
|
|
Financial income |
27,755 |
59,493 |
87,248 |
(41,530) |
45,718 |
Financial expenses |
(327,980) |
(22) |
(328,002) |
41,530 |
(286,472) |
Exchange variation, net |
141,558 |
(405) |
141,153 |
- |
141,153 |
|
(158,667) |
59,066 |
(99,601) |
- |
(99,601) |
|
|
|
|
|
|
Income before income and social contribution taxes |
(3,145) |
238,426 |
235,281 |
(81,686) |
153,595 |
|
|
|
|
|
|
Income and social contribution taxes |
163,522 |
(82,096) |
81,426 |
(2,336) |
79,090 |
Net income for the period |
160,377 |
156,330 |
316,707 |
(84,022) |
232,685 |
|
|
|
|
|
|
Income (loss) attributable to controlling shareholders |
160,377 |
84,024 |
244,401 |
(84,022) |
160,379 |
Income (loss) attributable to Smiles’ non-controlling interests |
- |
72,306 |
72,306 |
- |
72,306 |
56
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
3/31/2016 |
||||
|
Flight transportation |
Frequent flyer program |
Combined information |
Eliminations |
Total consolidated |
Net Revenue |
|
|
|
|
|
Passenger (a) |
2,352,952 |
- |
2,352,952 |
85,874 |
2,438,826 |
Cargo and other (a) |
177,229 |
101,642 |
278,871 |
(87,264) |
191,607 |
Miles revenue (a) |
- |
248,947 |
248,947 |
(166,311) |
82,636 |
Cost of services provided (b) |
(2,051,403) |
(190,079) |
(2,241,482) |
142,804 |
(2,098,678) |
Gross profit |
478,778 |
160,510 |
639,288 |
(24,897) |
614,391 |
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
Selling expenses |
(197,506) |
(18,112) |
(215,618) |
18,116 |
(197,502) |
Administrative expenses (c) |
(188,384) |
(14,089) |
(202,473) |
14,076 |
(188,397) |
Other operating income, net |
212,582 |
- |
212,582 |
- |
212,582 |
|
(173,308) |
(32,201) |
(205,509) |
32,192 |
(173,317) |
|
|
|
|
|
|
Equity results |
68,835 |
(3,976) |
64,859 |
(68,753) |
(3,894) |
|
|
|
|
|
|
Financial result |
|
|
|
|
|
Financial income |
47,306 |
50,148 |
97,454 |
(25,686) |
71,768 |
Financial expenses |
(364,669) |
(50) |
(364,719) |
25,684 |
(339,035) |
Exchange variation, net |
646,156 |
7,320 |
653,476 |
1 |
653,477 |
|
328,793 |
57,418 |
386,211 |
(1) |
386,210 |
|
|
|
|
|
|
Income before income and social contribution taxes |
703,098 |
181,751 |
884,849 |
(61,459) |
823,390 |
|
|
|
|
|
|
Income and social contribution taxes |
(372) |
(63,399) |
(63,771) |
(2,480) |
(66,251) |
Net income for the period |
702,726 |
118,352 |
821,078 |
(63,939) |
757,139 |
|
|
|
|
|
|
Income (loss) attributable to controlling shareholders |
702,726 |
63,939 |
766,665 |
(63,939) |
702,726 |
Income (loss) attributable to Smiles’ non-controlling interests |
- |
54,413 |
54,413 |
- |
54,413 |
(a) Eliminations are related to transactions between GLA and Smiles.
(b) Includes depreciation and amortization expenses in the amount of R$103,180 in the quarter ended March 31, 2017 allocated to the following segments: R$99,954 for flight transportation and R$3,226 for the Smiles loyalty program (R$113,592 and R$1,091 in the quarter ended March 31, 2016, respectively).
(c) Includes depreciation and amortization expenses in the amount of R$3,428 in the quarter ended March 31, 2017 allocated to the following segments: R$3,420 for flight transportation and R$8 for the Smiles loyalty program (R$82 for flight transportation in the quarter ended March 31, 2016).
In the individual quarterly forms of the subsidiary Smiles, which corresponds to the Loyalty Program segment, and in information provided to the main operational decision makers, revenue is recognized when miles are redeemed by participants. From the perspective of this segment, this measurement is
57
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
appropriate since this is when the revenue recognition cycle is complete, and Smiles transfers to GLA 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 equity method of accounting and consolidation purposes, the Company performs, in addition to eliminations, an adjustment to transactions as yet unrealized in the Smiles Program’s revenues. In this case, from the consolidated perspective, the miles used to redeem airline tickets are only recognized as revenues when passengers are transported, in accordance with accounting practices adopted by the Company.
As of March 31, 2017, the Company had 120 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimated contractual price increases during the construction phase. The approximate amount of firm orders, not including contractual discounts, is R$44,953,725 (corresponding to US$14,188,147 on the reporting date), classified by year as shown below:
|
Consolidated |
|
|
3/31/2017 |
12/31/2016 |
2018 |
- |
1,787,388 |
2019 |
2,836,630 |
2,917,833 |
2020 |
4,346,741 |
4,471,172 |
2021 |
5,936,688 |
6,106,634 |
2022 onwards |
31,833,666 |
32,749,402 |
|
44,953,725 |
48,032,429 |
As of March 31, 2017, of the above-mentioned commitments, the Company has to pay the amount of R$6,777,853 (corresponding to US$2,139,204 on the reporting date) in advance payments for aircraft acquisition, by year, as shown below:
|
Consolidated |
|
|
3/31/2017 |
12/31/2016 |
2017 |
87,748 |
286,829 |
2018 |
783,832 |
483,518 |
2019 |
758,982 |
658,930 |
2020 |
812,217 |
835,468 |
2021 |
816,483 |
839,856 |
2022 onwards |
3,518,591 |
3,619,940 |
|
6,777,853 |
6,724,541 |
The portion financed by long-term loans with U.S. Ex-Im Bank guarantees for aircraft corresponds to approximately 85% of the aircraft total cost. Other agents finance the acquisitions with equal or higher percentages, reaching up to 100%.
58
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The Company is making payments for aircraft acquisitions using its own funds, loans, cash provided by operating activities, short-and medium-term credit facilities and supplier financing.
The Company leases its entire fleet of aircraft through a combination of operating and finance lease agreements. As of March 31, 2017, the total fleet consisted of 124 aircraft, 93 of which were operating leases and 31 finance leases with purchase options. During the quarter ended March 31, 2017, the Company returned 6 aircraft under operating lease contracts. In addition, the Company changed the classification of three finance lease agreements, which are now classified as operating leases due to the new characteristics arising from the renewal of these contracts.
On February 14, 2017, the Company carried out a sale-leaseback transaction for five aircraft with AWAS. The aircraft should be delivered between June and November 2018 and, pursuant to the agreement, the leases will have a 12-year term as of the arrival date of each aircraft.
Under the terms of this agreement, AWAS compromises to make all necessary disbursements for the payment of advances based on the disbursement schedule of the aircraft purchase agreement. Under the same terms, the Company as guarantor of the operation if there is a default on the commitments assumed by AWAS.
59
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Future payments of non-cancelable operational lease contracts denominated in U.S. dollars are as follows:
In the quarter ended March 31, 2017, the Company had no sale-leaseback transactions (net gain of R$212,582 arising from 8 aircraft transactions, 7 of which from sale-leaseback transactions in which 1 aircraft was received during the quarter ended March 31, 2016 and 6 aircraft previously classified as property and equipment under finance lease agreements, and the sale of the right to receive 1 aircraft).
The Company also has balances of deferred losses from transactions carried out between 2006 and 2009, in the amount of R$7,970 (R$9,959 on December 31, 2016).
Operational activities expose the Company and its subsidiaries to market risk (fuel prices, currency exchange rate and interest rate), credit risk and liquidity risk. These risks may be mitigated through the use of oil market, U.S. dollar and interest-rate swap derivatives, futures and options.
Financial instruments are managed by the Risk Committee in line with the Risk Management Policy approved by the Risk Policy Committee and submitted to the Board of Directors. The Risk Policy Committee sets guidelines and limits and monitors controls, including mathematical models used to continuously monitor exposures and potential financial impacts, and also prevents the use of financial instruments for speculative trading.
The Company does not hedge its total risk exposure, and is, therefore, subject to market fluctuations for a significant portion of its exposed assets and liabilities. Decisions on the portion to be hedged depend on the financial risks and costs of hedging and are determined and reviewed at least quarterly
60
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
in line with Risk Policy Committee strategies. Gains or losses arising from these transactions and the application of risk management controls are part of the Committee's monitoring remit and have been satisfactory to the proposed objectives.
61
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The accounting classifications of the Company's consolidated financial instruments on March 31, 2017 and December 31, 2016 are shown below:
|
Measured at fair value through profit or loss |
Measured at amortized cost (c) |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Assets |
|
|
|
|
Cash and cash equivalents (a) |
386,110 |
308,548 |
- |
253,659 |
Short-term investments (a) |
121,762 |
121,491 |
- |
309,742 |
Restricted cash |
186,639 |
168,769 |
- |
- |
Rights on derivative transactions |
- |
3,817 |
- |
- |
Trade receivables |
- |
- |
822,712 |
760,237 |
Deposits (b) |
- |
- |
743,356 |
756,810 |
Other credits |
- |
- |
132,559 |
118,058 |
|
|
|
|
|
Liabilities |
|
|
|
|
Loans and financing |
- |
- |
6,090,706 |
6,379,220 |
Suppliers |
- |
- |
1,066,488 |
1,097,997 |
Obligations on derivative transactions |
59,915 |
89,211 |
- |
- |
(a) The Company manages part of its financial investments in order to meet its near-term cash needs.
(b) Excluding judicial deposits, as described in Note 10.
(c) Items classified as amortized cost refer to credits, obligations or debt issues involving private institutions in which, in any cases of early settlement, there are no substantial alterations in relation to the amounts recognized except amounts related to Perpetual Bonds and Senior Notes as disclosed in Note 17. Fair values are approximately the same as book values due to the short term-maturities of these assets and liabilities. In the quarter ended March 31, 2017, financial instruments were not reclassified.
As of March 31, 2017 and December 31, 2016, the Company did not have financial assets classified as available for sale.
The Company's derivative financial instruments were recorded in the following line items:
|
Fuel |
Interest rate |
Total |
Assets (Liabilities) as of December 31, 2016 (*) |
3,817 |
(89,211) |
(85,394) |
Fair value variations: |
|
|
|
Gains recognized in other comprehensive income (loss) |
- |
2,438 |
2,438 |
Settlements during the period |
(3,817) |
26,858 |
23,041 |
Liabilities as of March 31, 2017 (*) |
- |
(59,915) |
(59,915) |
|
|
|
|
|
Total |
|
|
Changes in other comprehensive income |
Interest rate |
|
|
Balances as of December 31, 2016 |
(147,229) |
|
|
Fair value adjustments during the period |
2,438 |
|
|
Net reversals to profit or loss |
14,640 |
|
|
Balances as of March 31, 2017 |
(130,151) |
|
|
|
|
|
|
Effects on profit/loss |
(14,640) |
|
|
|
|
|
|
Recognized in operating income |
(2,976) |
|
|
Recognized in financial income |
(11,664) |
|
|
62
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
(*) Classified as "Rights on derivative transactions" if the balance is an asset or "Obligations on derivative transactions" if the balance is a liability.
The Company may adopt hedge accounting for derivatives contracted to hedge cash flow and that qualify for this classification as per CPC38 - Financial Instruments - Recognition and Measurement. As of March 31, 2017, the Company adopts cash flow hedge only for the interest rate (mainly the Libor interest rates).
The Company holds hedge margin deposits in guarantee for derivative transactions as per Note 6.
a) Fuel risk
Aircraft fuel prices vary due to the volatility of the price of crude oil and its by-products. In order to mitigate any losses from changes in the fuel market, the Company held call options and zero cost collar (call option purchased and put option sold) pegged to the WTI on March 31, 2017. In the quarters ended March 31, 2017 and 2016, the Company had no outstanding fuel derivatives and fuel derivative operations recorded as hedge accounting.
b) Foreign currency risk
Currency risk arises from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. On March 31, 2017, the Company had no outstanding derivative financial instruments (the Company recognized a loss on foreign exchange hedges for futures derivatives agreements in U.S. dollar in the amount of R$17,223 in the quarter ended March 31, 2016). The Company has no currency derivative operations recorded as “hedge accounting”.
63
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Exposure to exchange rates is summarized below:
|
Parent Company |
Consolidated |
||
|
3/31/2017 |
12/31/2016 |
3/31/2017 |
12/31/2016 |
Assets |
|
|
|
|
Cash, short-term investments and restricted cash |
194,679 |
49,646 |
498,949 |
548,792 |
Trade receivables |
- |
- |
73,494 |
104,800 |
Deposits |
- |
- |
756,557 |
756,810 |
Gains (losses) on derivative transactions |
- |
- |
- |
3,817 |
Other |
- |
- |
- |
10,184 |
Total assets |
194,679 |
49,646 |
1,329,000 |
1,424,403 |
|
|
|
|
|
Liabilities |
|
|
|
|
Foreign suppliers |
628 |
604 |
351,807 |
341,026 |
Loans and financing |
3,136,769 |
3,261,714 |
3,474,528 |
3,596,379 |
Finance lease payable |
- |
- |
1,592,494 |
1,718,012 |
Other leases payable |
- |
- |
325 |
982 |
Obligations on derivative transactions |
- |
- |
59,915 |
89,211 |
Total liabilities |
3,137,397 |
3,262,318 |
5,479,069 |
5,745,610 |
Total currency exposure |
2,942,718 |
3,212,672 |
4,150,069 |
4,321,207 |
|
|
|
|
|
Commitments not recorded in the statements of financial position |
|
|
|
|
Future commitments resulting from operating leases |
- |
- |
5,790,931 |
6,246,725 |
Future commitments resulting from firm aircraft orders |
44,953,725 |
48,032,429 |
44,953,725 |
48,032,429 |
Total |
44,953,725 |
48,032,429 |
50,744,656 |
54,279,154 |
|
|
|
|
|
Total foreign currency exposure R$ |
47,896,443 |
51,245,101 |
54,894,725 |
58,600,361 |
Total foreign currency exposure US$ |
15,116,918 |
15,723,697 |
17,325,693 |
17,980,535 |
Exchange rate (R$/US$) |
3.1684 |
3.2591 |
3.1684 |
3.2591 |
The Company’s foreign exchange exposure is manly indexed to the U.S. dollar.
c) Interest rate
The Company is exposed to future finance lease transactions including installments to be paid that are exposed to LIBOR variations through the date of aircraft delivery. In order to mitigate these risks, the Company holds swap derivatives based on LIBOR. In the quarter ended March 31, 2017, the Company recognized a total loss with interest hedge transactions in the amount of R$14,640 (a loss of R$32,617 in the quarter ended March 31, 2016).
64
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
As of March 31, 2017 and December 31, 2016, the Company and its subsidiaries hold LIBOR derivatives recorded as hedge accounting.
The credit risk is inherent in the Company’s operating and financing activities, mainly represented by trade receivables, cash and cash equivalents, and short-term investments. Trade receivables credit risk consists of amounts falling due from credit card operators, travel agencies, installments sales and government entities, which leaves the Company exposed to a small portion of the credit risk of individuals and other entities. Credit limits are set for all customers based on internal credit rating criteria and carrying amounts represent the maximum credit risk exposure. Customer creditworthiness is assessed based on an internal system of extensive credit rating. Outstanding trade receivables are frequently monitored by the Company.
Derivative financial instruments are contracted in the over-the-counter market (OTC) with counterparties rated investment grade or higher, or in a commodities and futures exchange (BM&FBOVESPA or NYMEX), thus substantially mitigating credit risk. Financial assets are realized with counterparties rated investment grade or higher by S&P or Moody's. The Company's obligation is to evaluate counterparty risk involved in financial instruments and periodically diversify its exposure.
The Company is exposed to two different types of liquidity risk: (i) market liquidity, which varies depending on the types of assets and markets in which assets are traded, and (ii) cash flow liquidity related to difficulties in meeting our contracted operating obligations at the maturity dates. In order to manage liquidity risk, the Company invests its funds in liquid assets (government bonds, CDBs and investment funds with daily liquidity) and its Cash Management Policy requires the weighted average maturity of its debt to be longer than the weighted average term of its investment portfolio.
The schedule of maturity of the Company's consolidated financial liabilities on March 31, 2017 is as follows:
|
Less than 6 months |
6 - 12 months |
1 - 5 years |
More than 5 years |
Total |
Loans and financing |
393,280 |
333,314 |
2,619,538 |
2,744,574 |
6,090,706 |
Suppliers |
732,415 |
331,381 |
2,692 |
- |
1,066,488 |
Obligations on derivative transactions |
59,915 |
- |
- |
- |
59,915 |
As of March 31, 2017 |
1,185,610 |
664,695 |
2,622,230 |
2,744,574 |
7,217,109 |
65
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
|
Less than 6 months |
6 - 12 months |
1 - 5 years |
More than 5 years |
Total |
Loans and financing |
499,542 |
335,748 |
2,654,007 |
2,889,923 |
6,379,220 |
Suppliers |
1,088,859 |
- |
9,138 |
- |
1,097,997 |
Obligations on derivative transactions |
89,211 |
- |
- |
- |
89,211 |
As of December 31, 2016 |
1,677,612 |
335,748 |
2,663,145 |
2,889,923 |
7,566,428 |
66
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The Company uses alternative sources of capital to meet its operational requirements and to ensure that its capital structure takes into account suitable parameters for the financial costs, the maturities of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net debt, including short and long-term loans. The following table shows financial leverage as of March 31, 2017 and December 31, 2016:
|
Consolidated |
|
|
3/31/2017 |
12/31/2016 |
Total loans and financing |
6,090,706 |
6,379,220 |
(-) Cash and cash equivalents |
(386,110) |
(562,207) |
(-) Short-term investments |
(121,762) |
(431,233) |
(-) Restricted cash |
(186,639) |
(168,769) |
A - Net debt |
5,396,195 |
5,217,011 |
B – Total equity (deficit) |
(3,286,178) |
(3,356,751) |
C = (B + A) - Total capital |
2,110,017 |
1,860,260 |
The sensitivity analysis of financial instruments has been prepared in accordance with CVM Instruction 475/08 in order to estimate the impact on fair value of financial instruments traded by the Company in three scenarios for each risk variable: the most likely scenario in the Company's assessment (which is levels of demand remaining unchanged); a 25% deterioration (possible adverse scenario) in the risk variable; a 50% deterioration (remote adverse scenario).
The estimates shown do not necessarily reflect amounts to be stated in the next quarterly reports. The use of different methodologies may have a material effect on estimates.
The tables below show sensitivity analyses for exposure to foreign currency exchange rates, outstanding derivatives positions and interest rate variations as of March 31, 2017 for market risks that management believes are material. The positive amounts shown are net asset exposures (assets greater than liabilities) while negative values shown are net liability exposures (liabilities greater than assets).
67
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Parent Company
a) Currency risk
As of March 31, 2017, the Company had a net foreign exchange exposure of R$2,942,718. On the same date, the Company adopted this amount and the R$3.1684/US$ closing rate of the month announced by the Central Bank of Brazil as probable scenario, as shown below:
Exchange rate |
Liabilities, net |
|
As of March 31, 2017 |
3.1684 |
(2,942,718) |
Dollar depreciation (-50%) |
1.5842 |
(1,471,359) |
Dollar depreciation (-25%) |
2.3763 |
(2,207,039) |
Dollar appreciation (+25%) |
3.9605 |
(3,678,398) |
Dollar appreciation (+50%) |
4.7526 |
(4,414,077) |
Consolidated
a) Fuel risk
Due to the low liquidity of jet fuel derivatives traded in commodities exchanges, the Company and its subsidiaries contract crude oil derivatives (WTI, Brent) and its byproducts (Heating Oil) to hedge against fluctuations in jet fuel prices. Historically, oil prices are highly correlated with aircraft fuel prices.
As of March 31, 2017, the Company and its subsidiaries had no derivative fuel option contracts.
b) Currency risk
As of March 31, 2017, the Company had no U.S. dollar derivative contracts, and had a net foreign exchange exposure of R$4,150,069. On the same date, the Company adopted this amount and the R$3.1684/US$ closing rate of the month announced by the Central Bank of Brazil as probable scenario, as shown below:
Exchange rate |
Liabilities, net |
|
As of March 31, 2017 |
3.1684 |
(4,150,069) |
Dollar depreciation (-50%) |
1.5842 |
(2,075,034) |
Dollar depreciation (-25%) |
2.3763 |
(3,112,551) |
Dollar appreciation (+25%) |
3.9605 |
(5,187,585) |
Dollar appreciation (+50%) |
4.7526 |
(6,225,102) |
68
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
c) Interest-rate risk
As of March 31, 2017, the Company held financial investments and debt with different types of rates and position in LIBOR derivatives. Its sensitivity analysis of non-derivative financial instruments examined the impact on annual interest rates only for positions with material amounts on March 31, 2017 (see Note 17) that were exposed to fluctuations in interest rates, as the scenarios below show:
|
Financial debt net of short-term investments* |
Derivatives |
|
Risk |
Increase in the CDI rate |
Decrease in the LIBOR rate |
Decrease in the LIBOR rate |
Reference rates |
12.13% |
2.32% |
2.32% |
Exposure amount (probable scenario)** |
(738,512) |
(148,429) |
(59,915) |
Possible adverse scenario (+25%) |
(114,197) |
(22,506) |
(13,457) |
Remote adverse scenario (+50%) |
(137,037) |
(27,007) |
(28,803) |
(*) Total invested and raised in the financial market at the CDI rate. A negative amount means more funding than investment.
(**) Accounting balances recorded on March 31, 2017.
Fair value measurement of financial instruments
In order to comply with the disclosure requirements for financial instruments measured at fair value, the Company and its subsidiaries must classify its instruments in Levels 1 to 3, based on observable fair value levels:
· Level 1: Fair value measurements obtained from prices quoted (not adjusted) in identical active or passive markets;
· Level 2: Fair value measurements obtained through variables other than the price quotes included in Level 1 that are observable for the asset or liability, either directly (such as prices) or indirectly (derived from prices); and
· Level 3: Fair value measurements obtained by using valuation methods that include the asset or liability but are not based on observable market data (unobservable data).
The following table shows a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their respective classifications of valuation methods as of March 31, 2017 and December 31, 2016:
69
|
Notes to the quarterly information (ITR) March 31, 2017 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
3/31/2017 |
12/31/2016 |
|||
Book value |
Other significant observable factors (Level 2) |
Book value |
Other significant observable factors (Level 2) |
|
Cash and cash equivalents |
386,110 |
386,110 |
308,548 |
308,548 |
Short-term investments |
121,762 |
121,762 |
121,491 |
121,491 |
Restricted cash |
186,639 |
186,639 |
168,769 |
168,769 |
Rights on derivative transactions |
- |
- |
3,817 |
3,817 |
Obligations on derivative transactions |
(59,915) |
(59,915) |
(89,211) |
(89,211) |
As of March 31, 2017, insurance coverage, by nature, for the aircraft fleet and in relation to maximum indemnifiable amounts denominated in U.S. dollars is as follows:
Aviation |
In Brazilian Reais |
In U.S. dollars |
Guarantee - hull/war |
11,976,552 |
3,780,000 |
Civil liability per event/aircraft (*) |
2,376,300 |
750,000 |
Inventories (local) (*) |
665,364 |
210,000 |
(*) Amounts per event and annual aggregate.
Under Law 10744 of October 9, 2003, the Brazilian government will cover any civil-liability expenses to third parties caused by acts of war or terrorism in Brazil or elsewhere up to a total of the equivalent of US$1,000,000,000 in Brazilian Reais as of September 10, 2001, through which GLA may be subject to claims.
In April 2017, the subsidiary Smiles renewed its partnership with Bradesco and Banco do Brasil to issue credit cards with the Smiles brand (co-branded). This partnership has a 10-year term and aims at strengthening the company’s strategic positioning in the customer loyalty market.
On April 3, 2017, the Company amortized US$55.9 million (R$177.2 million) of the Senior Bonds I balance at a rate of 7.5% p.a., maturing on April 3, 2017.
GOL LINHAS AÉREAS INTELIGENTES S.A.
|
||
By:
|
/S/ Richard Freeman Lark Junior |
|
Name: Richard Freeman Lark Junior
Title: Investor Relations Officer
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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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