SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of November, 2017
(Commission File No. 001-32221) ,
 

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


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

 


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

Form 20-F ___X___ Form 40-F ______

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

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

 

(Free translation into English from original previously issued in Portuguese)

 

 

 

 

 

 

 

 

 

Individual and consolidated

Interim Financial Information

 

GOL Linhas Aéreas Inteligentes S.A.

September 30, 2017

with review report of independent auditors


 

Gol Linhas Aéreas Inteligentes S.A.

 

Individual and consolidated interim financial information

September 30, 2017

 

 

 

Contents

 

 

Management report   01  
Report of the Statutory Audit Committee (CAE)   09  
Statement of Executive officers on the interim financial information   10  
Statement of Executive officers on the independent auditors’ review report  on the  interim financial information   11  
Report on the review of interim financial information 12  
 
Statements of financial position   14  
Statements of operations   16  
Statements of comprehensive income   18  
Statements of changes in equity   19  
Statements of cash flows   21  
Statements of value added   23  
Notes to the interim financial information   24  

 

 


 

 

Management report

 

 

The Company once again renewed its commitment to continuous improvement in customer experience, strong discipline in the supply of seats, high load factors, and unrelenting cost control to generate significant results. As a result, of our efforts and discipline, recurring EBITDA margin increased by 3.7 p.p. in relation to 3Q16.

 

With a 5.1% increase in demand in the quarter, net revenue for the period grew 13.2% to R$2.7 billion. Such positive result was also consequence of capacity rationalization, accurate yield management and improved aircraft utilization, which increased by 7.4% in the quarter.

 

The Company recorded recurring operating income (EBIT) of R$327 million in 3Q17, with a recurring operating margin of 12.0%. There have been five consecutive quarters with positive operating results, and it is now starting to show strong net income generation as well.

 

We have now been the lowest cost carrier in Brazil for 16 consecutive years, due to our unique and standardized fleet (lower costs with crew, management of spare parts and "best-in-class" maintenance), in addition to lean and productive operations with reduced exposure to fixed costs. Aircraft usage was 12.3 block hours per day (an increase of 7.4% over 3Q16). The number of transported passengers in 3Q17 increased 2.5% in relation to 3Q16. GOL's Load Factor increased by 0.4 p.p. to 80.2%. Such advantages establish us as the largest Brazilian airline and the pioneer in new technologies and customer services.

 

Reinforcing our commitment to customer satisfaction and operations safety, in August, we opened the new Training Center, located at our Congonhas Airport Headquarters. The building that once housed propeller repair shops on the Electra II aircraft, now houses knowledge that will help develop our technical and commercial crews. The new center has the capacity to train up to 400 people per day, with a total of six classrooms, one computer room and two airplane mockups: one open, located in the auditorium with 114 seats, and the other closed, a reconstruction of a Boeing 737, where fire, smoke, depressurizing simulations will be conducted, among others.

 

We are focused on providing the best flight experience to GOL’s clients. According to INFRAERO, in the quarter ended September 2017, the Company remained the leader in on-time flights in Brazil, for the 9th consecutive semester, with a rate of 95.6% of flights departing on time, that is, more than 61,000 flights in the period. One of the reasons that confirms us as a dedicated and reliable company that values people's time is our commitment to being on time. We will continue working hard to remain as the most on-time company.

 

For the future, our expectation is to further improve our efficiency, incorporating the new Boeing 737 MAX 8s, which will begin arriving in the second half of 2018, and reconfiguring our 737-800NGs from 177 to 186 seats.

 

In the quarter, GOL announced a sale and leaseback transaction with GE Capital Aviation Services ("GECAS") for five 737 MAX 8 aircraft, with capacity for 186 customers and configured with GOL+Conforto seats for domestic flights and GOL Premium Class for international flights. With flight autonomy of up to 6,500 km, the new 737 MAX 8 aircraft allow GOL to offer non-stop flights from Brazil to any destination in Latin America as well as to Florida. The Company also formalized a sale and leaseback transaction, also with GECAS, of two Boeing 737-800NG aircraft.

 

 

1

 


 

 

 

 

Furthermore, the Company announced the Fortaleza airport as a new hub with Air France-KLM. The choice for Fortaleza took into account its economic potential and its location, not only because of its proximity to Europe, but also because it is strategically positioned in a region close to other cities in the North and Northeast. This brings us the opportunity to provide customers with faster and more efficient connections, making the flights from this hub more attractive due to the shortest travel time.

 

We remain focused on offering the best air travel experience with exclusive services to our customers, with new and modern aircraft with frequent flights and integrated routes in the main markets. Over 50% of our fleet already has eco leather seats and Wi-Fi on board, as well as selfie check-in, low fares, GOL+Conforto seats and a broader menu of products offered in our Onboard Service, which caters to diverse customer preferences.

 

 

 

2

 


 
 

Operational and Financial Indicators

Traffic data – GOL

3Q17

3Q16

% Var.

9M17

9M16

% Var.

 RPK GOL – Total

9,638

9,173

5.1%

27,334

26,766

2.1%

  RPK GOL – Domestic

8,558

8,193

4.5%

24,368

23,801

2.4%

  RPK GOL – International

1,079

980

10.1%

2,967

2,966

0.0%

 ASK GOL – Total

12,015

11,502

4.5%

34,481

34,529

-0.1%

  ASK GOL – Domestic

10,582

10,188

3.9%

30,596

30,536

0.2%

  ASK GOL – International

1,433

1,313

9.1%

3,885

3,994

-2.7%

 GOL Load Factor – Total

80.2%

79.8%

0.4 p.p

79.3%

77.5%

1.8 p.p

  GOL Load Factor - Domestic

80.9%

80.4%

0.5 p.p

79.6%

77.9%

1.7 p.p

  GOL Load Factor - International

75.3%

74.6%

0.7 p.p

76.4%

74.3%

2.1 p.p

Operating data

3Q17

3Q16

% Var.

9M17

9M16

% Var.

Average Fare (R$)

288.41

258.51

11.6%

276.67

258.16

7.2%

Revenue Passengers - Pax on board ('000)

8.303

8.121

2.2%

23.774

24.517

-3.0%

Aircraft Utilization (block hours/day) 5

12.3

11.4

7.4%

12.0

11.0

8.9%

Departures

63,761

62,492

2.0%

185,744

197,654

-6.0%

Total Seats (‘000)

10,667

10,416

2.4%

31,081

32,943

-5.7%

Average Stage Length (km)

1,106

1,081

2.3%

1,090

1,030

5.9%

Fuel Consumption (mm liters)

351

341

2.9%

1,015

1,038

-2.2%

Full-time Employees (at period end)

15,277

15,136

0.9%

15,277

15,136

0.6%

Average Operating Fleet 6

109

112

-2.4%

109

119

-8.6%

On-time Departures

95.6%

95.6%

0.0 p.p

95.4%

95.1%

0.3 p.p

Flight Completion

98.3%

98.3%

0.0 p.p

98.4%

93.2%

5.2 p.p

Passenger Complaints (per 1000 pax)

1.38

1.97

-29.8%

1.39

2.08

-33.5%

Lost Baggage (per 1000 pax)

1.93

2.30

-15.9%

2.02

2.25

-10.3%

Financial data

3Q17

3Q16

% Var.

9M17

9M16

% Var.

Net YIELD (R$ cents)

24.85

22.89

8.6%

24.06

23.65

1.8%

Net PRASK (R$ cents)

19.93

18.25

9.2%

19.08

18.33

4.1%

Net RASK (R$ cents)

22.62

20.88

8.3%

22.03

20.86

5.6%

CASK (R$ cents)

19.93

18.84

5.8%

20.29

19.40

4.6%

CASK ex-fuel (R$ cents)

14.11

13.04

8.3%

14.30

13.56

5.4%

CASK (R$ cents) adjusted 4

19.90

18.95

5.0%

19.98

20.00

-0.1%

CASK ex-fuel (R$ cents) adjusted 4

14.08

13.14

7.1%

13.99

14.16

-1.2%

Breakeven Load Factor

70.7%

72.0%

-1.3 p.p

73.0%

72.1%

0.9 p.p

Average Exchange Rate 1

3.1640

3.2460

-2.5%

3.1750

3.5519

-10.6%

End of period Exchange Rate 1

3.1680

3.2462

-2.4%

3.1680

3.2462

-2.4%

WTI (avg. per barrel. US$) 2

48.20

44.94

7.3%

49.36

41.40

19.2%

Price per liter Fuel (R$) 3

1.99

1.96

1.7%

2.03

1.94

4.7%

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

0.42

0.34

22.3%

0.39

0.31

25.7%

 

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; 5. Change on methodology from flight hours to block hours per day between 1Q17 and 2Q17; and 6. Average operating fleet excluding sub-leased aircraft and those under MRO.

*Certain variation calculations in this report may not match due to rounding.

 

 

3

 


 
 

Domestic market – GOL

In this quarter, GOL domestic supply increased by 3.9% over 3Q16. Demand increased by 4.5% in 3Q17 and load factor reached 80.9%, an increase of 0.5 p.p. when compared to 3Q16.

In 9M17, domestic supply expanded 0.2% in comparison to 9M16, while demand was up 2.4% in the same period. Load factor improved by 1.7 p.p, reaching 79.6% in 9M17.

GOL transported 7.8 million domestic passengers in the quarter, representing an increase of 2.6%, when compared to the same period in 2016. The company is the leader in number of transported passengers in Brazil’s domestic aviation market.

 

International market - GOL

GOL’s international supply increased 9.1% in the quarter compare to 3Q16. In 9M17, The Company showed a decrease of 2.7% when compared to the 9M16.

 

International demand increased 10.1% in 3Q17 when compared to the 3Q16 and was stable for 9M17 when compared to 9M16. International load factors recorded in 3Q17 were 75.3%, increasing 0.7 p.p. over 3Q16. In 9M17, load factors reached 76.4%, a growth of 2.1 p.p. in relation to 9M16. During the quarter, GOL transported 0.5 million passengers in the international market, an increase of 5.3% when compared to the third quarter of 2016.

Volume of D epartures and Total seats - GOL

The total volume of GOL departures was 63,800, an increase of 2.0% in 3Q17 over 3Q16. This volume totaled 185,700 departures for 9M17, down 6.0% when compared to 9M16, due to the rationalization of our network that we carried out in May 2016. The total number of seats available to the market was 10.7 million in the third quarter of 2017, an increase of 2.4% over the same period of 2016. For 9M17, the total number of seats was 31.1 million seats, a decrease of 5.7% over 9M16.

PRASK, Yield and RASK

Net PRASK increased by 9.2% in the quarter when compared to 3Q16, reaching 19.93 cents (R$), due to the growth of net revenue with passengers in 14.1% in the quarter. In 9M17, net PRASK reached 19.08 cents (R$), an increase of 4.1% compared to 9M16.

Our Net RASK was 22.62 cents (R$) in 3Q17, an increase of 8.3% over 3Q16. In 9M17, it was 22.03 cents (R$), an increase of 5.6% over the same period of 2016.

Net yield increased by 8.6% in 3Q17 compared to 3Q16, reaching 24.85 cents (R$), largely due to the 11.3% increase in our average fare. For 9M17, net yield increased by 1.8% when compared to 9M16, reaching 24.06 cents (R$).

 

4

 


 
 

Capital Expenditures

Net capex in the quarter ended September 30 of 2017 with a cash effect was R$146.5 million, mainly due to the capitalization of engine maintenance in the period.

Total Fleet

Final

3Q17

3Q16

Var.

2Q17

Var.

Boeing 737-NGs

120

135

-15

120

0

737-800 NG

92

102

-10

92

0

737-700 NG

28

33

-5

28

0

By rental type

3Q17

3Q16

Var.

2Q17

Var.

Financial Leasing (737-NG)

31

34

-3

31

0

Operating Leasing (373-NG)

89

101

-12

89

0

              

At the end of 3Q17, out of a total of 120 Boeing 737-NG aircraft, GOL was operating 116 aircraft on its routes. The four-remaining aircraft were sub-leased to another airline.

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

GOL has 89 aircraft under operating leasing arrangements and 31 aircraft under financial leasing. 31 aircraft of the total fleet have a purchase option for when their leasing contracts expire.

The average age of the fleet was 8.9 years at the end of 3Q17. In order to maintain this low average, the Company has 120 firm Boeing 737 MAX 8 acquisition orders for fleet renewal by 2028. The first Boeing 737 MAX aircraft is expected to be received by the Company in July 2018.

 

Fleet plan

2017E

2018E

2019E

>2019E

Total

Operating Fleet (End of the year)

115

121

124

 

 

Aircraft Commitments (R$ million)*

-

-

2,836.3

42,111.7

44,948.0

Pre-Delivery Payments (R$ million)

52.8

466.9

758.9

5,146.7

6,425.3

                     * Considers aircraft list price

 

The Company continues to carry out maintenance procedures with excellence both in its equipment and in the provision of services to other operators and to its partner Delta, as already proven through certifications by the regulatory agencies ANAC- National Civil Aviation Agency, the American regulatory agency FAA - Federal Aviation Administration and recently by EASA - European Aviation Safety Agency, the aeronautical regulator of the European community. This certification ratifies the high standard and excellence in aircraft and component maintenance services that reaffirms GOL’s commitment to ensuring that its processes, manuals and maintenance training programs are in line with aviation global best practices.

 

Liquidity and Indebtedness

As of September 30, 2017, the Company registered total liquidity (total cash, including cash and cash equivalents, financial investments, restricted cash and accounts receivables) of R$2,118.1 million, an increase of R$347.6 million over the cash position of June 30, 2017. Accounts Receivable totaled R$961.8 million, consisting mostly of ticket sales via credit card and accounts receivable from travel agencies, increasing 11.8% versus 2Q17.

 

5

 


 

 

 

Outlook

Based on nine-month 2017 actual results, the Company is revising its financial outlook for full-year 2017.

 

Financial Outlook

2017 Previous

9M17 (actual)

2017 Revised

Average operating fleet

115

116

115

Variation in supply (ASK)

0% to -2%

-0.1%

+/- 0.5%

Variation in total seats

-3 to -5%

-5.7%

+/- 2%

Variation in volume of departures

-3 to -5%

-6.0%

+/- 4%

Average load factor

77% to 79%

79%

+/- 79%

Net Revenues (billion)

+/- R$10

R$7.6

+/- R$10.3

Non-fuel CASK (R$ cents)

+/- 14

14.1

+/- 13.7

Aircraft rent (billion)

+/- R$1

R$0.7

+/- R$1

EBITDA margin

12% to 14%

13%

+/-14%

Operating (EBIT) margin

7% to 9%

8%

+/- 9%

Earnings per share – fully diluted¹

R$0.38 to R$0.52

R$0.04

R$0.80 to R$0.90

Fully-diluted shares outstanding (million) 2

347.2

347.7

347.7

Earnings per ADS – fully diluted¹

US$0.57 to US$0.78

US$0.06

US$1.25 to US$1.40

Fully-diluted ADS outstanding (million) 2

69.4

69.5

69.5

Net Debt/LTM EBITDA

+/- 4.2x

3.4x 3

+/- 3.4x

 

1 After participation of minority interest in Smiles S.A. 2 Non-onerous transfer of preferred shares related to the premiums granted to the beneficiaries under the Company's Restricted Share Plan ("Plan"), after the vesting period, as defined in the Plan.  3. Net Debt of R$4,345 MM, excluding perpetual bonds, and LTM EBITDA of R$1,284MM (as of September 30, 2017).

 

Given the volatility of the Brazilian economy, the current guidance for 2017 (above) may be adjusted in order to incorporate the evolution of its operating and financial performance and any eventual changes in interest rates, inflation, exchange rate, GDP growth and WTI and Brent oil price trend.

 

6

 


 
 

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.

|         AVAILaBLE FREIGHT TONNE KILOMETER (AFTK):   cargo capacity in tonnes multiplied by 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.

|         FREIGHT LOAD FACTOR (FLF): percentage of cargo capacity that is actually utilized (calculated dividing FTK by AFTK)

|         FREIGHT TONNE KILOMETERS (FTK):   weight of revenue cargo in tonnes multiplied by number of kilometers flown by such tonnes.

|         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.

7


 
 

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

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

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

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

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

 

 

Investor Relations

ri@voegol.com.br

www.voegol.com.br/ir

+55(11)2128-4700

 

8

 


 

 

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 interim information for the nine-month period ended September 30, 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 period, we consider that these documents are in condition to be submitted to the consideration of the Board of Directors.

 

 

 

São Paulo, November 7, 2017.

 

 

 

 

Antônio Kandir

Member of the Statutory Audit Committee

 

 

André Jánszky

Member of the Statutory Audit Committee

 

 

 

James Meaney

Member of the Statutory Audit Committee

 

 

 

9


 

Declaration of the officers on the interim financial information

 

 

In compliance with CVM Instruction No. 480/09, the Executive officers declare that they have discussed, reviewed and approved the interim financial information for the nine-month period ended September 30, 2017.

 

 

 

São Paulo, November 7, 2017.

 

 

 

Paulo S. Kakinoff

President and Chief Executive Officer

 

 

Richard F. Lark Jr.

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

10


 

Declaration of the officers on the review report of independent auditors on the interim financial information

 

 

In compliance with CVM Instruction No. 480/09, the Executive officers declare that they have discussed, reviewed and approved the conclusions expressed in the review report of independent auditors on the review of interim financial information for the nine-month period ended September 30, 2017.

 

 

 

São Paulo, November 7, 2017.

 

 

 

Paulo S. Kakinoff

President and Chief Executive Officer

 

 

Richard F. Lark Jr.

Executive Vice President and Chief Financial Officer

 

 

 

11


 

(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 individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. (the “Company”), contained in the Quarterly Information (ITR) for the quarter ended September 30, 2017, which comprises the statement of financial position as at September 30, 2017 and the related statements of operations and comprehensive income for the three and nine-month periods then ended, and the statements of changes in equity and cash flows for the nine-month period then ended and explanatory notes.

 

The Company’s Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with Accounting Pronouncement CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of this financial information in accordance 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 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity). 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. A review is substantially less in scope than an audit conducted in accordance with auditing standards and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

 

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

 

 

 

 

12


 
 

 

Other matters

 

Statements of value added

 

We have also reviewed the individual and consolidated statements of value added for the nine-month period ended September 30, 2017, prepared under the responsibility of the Company’s Management, the presentation of which in the interim financial information is required by the rules issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Information (ITR), and as supplementary information under IFRS, which does not required a presentation of a statement of value added. These statements have been subject 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, consistently with the overall interim financial information.

 

 

São Paulo, November 7, 2017.

 

 

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP034519/O-6

           

 

 

Vanessa Martins Bernardi

Accountant CRC-1SP244569/O-3

 

 

 

 

13


 

Statements of financial position

As of September 30, 2017 and December 31, 2016

(In thousands of Brazilian reais - R$)

 

 

 

   

Parent Company

Consolidated

Assets

Note

09/30/2017

12/31/2016

09/30/2017

12/31/2016

           

Current assets

         

Cash and cash equivalents

4

13,767

57,378

602,205

       562,207

Short-term investments

5

1

49

298,010

       431,233

Trade receivables

7

-

-

961,756

       760,237

Inventories

8

-

-

193,932

       182,588

Recoverable taxes

9.1

9,043

9,289

74,117

         27,287

Derivatives

29

11,094

-

29,654

3,817

Other current assets

 

4,178

64,770

123,553

       113,345

Total current assets

 

38,083

     131,486

2,283,227

  2,080,714

 

 

 

 

 

 

Noncurrent assets

 

 

 

 

 

Deposits

10

60,501

38,760

1,126,986

    1,188,992

Restricted cash

6

70,209

32,656

256,079

       168,769

Recoverable taxes

9.1

6,054

17,286

7,107

         72,060

Deferred taxes

9.2

14,318

13,409

288,531

       107,159

Other noncurrent assets

 

-

-

391

4,713

Related parties

11

1,496,026

1,873,350

-

-  

Investments

13

380,218

281,758

16,233

         17,222

Property, plant and equipment

15

323,013

323,013

3,180,303

    3,025,010

Intangible assets

16

-

-

1,731,177

    1,739,716

Total noncurrent assets

 

2,350,339

  2,580,232

6,606,807

  6,323,641

 

 

 

 

 

 

Total

 

2,388,422

  2,711,718

8,890,034

  8,404,355

 

 

The accompanying notes are an integral part of the interim financial information.

 

 

 

14


 

 

Statements of financial position

As of September 30, 2017 and December 31, 2016

(In thousands of Brazilian reais - R$)

 

 
 

 

Parent Company

Consolidated

Liabilities and equity

Note

09/30/2017

12/31/2016

09/30/2017

12/31/2016

           

Current liabilities

         

Short-term debt

17

42,228

277,219

585,827

835,290

Suppliers

18

1,576

1,314

1,225,366

1,097,997

Salaries

 

309

309

353,549

283,522

Taxes payable

19

624

119

115,610

146,174

Landing fees

 

-

  -   

348,939

239,566

Advance ticket sales

20

-

  -   

1,371,517

1,185,945

Mileage program

21

-

  -   

770,350

781,707

Advances from customers

 

-

  -   

59,987

16,823

Provisions

22

-

  -   

6,508

66,502

Derivatives

29

-

  -   

35,141

89,211

Operating leases

28

-

-

57,975

7,233

Share loan liabilities

29

106,976

 -

106,976

 -

Other current liabilities

 

38,038

2,252

80,107

98,772

Total current liabilities

 

189,751

281,213

5,117,852

4,848,742

 

 

 

 

 

 

Noncurrent liabilities

 

 

 

 

 

Long-term debt

17

2,927,293

2,984,495

5,335,010

5,543,930

Suppliers

18

-

 -

139,686

13,517

Provisions

22

-

  -   

730,479

723,713

Mileage program

21

-

  -   

189,415

219,325

Deferred taxes

9.2

-

  -   

338,020

338,020

Taxes payable

19

-

  -   

60,035

42,803

Related companies

11

52,504

21,818

-

  -   

Provision for loss on investment

13

2,746,973

3,074,190

-

  -   

Operating leases

28

-

-

87,374

-

Other noncurrent liabilities

 

10,679

  -   

27,491

31,056

Total noncurrent liabilities

 

5,737,449

6,080,503

6,907,510

6,912,364

 

 

 

 

 

 

Equity

23

 

 

 

 

Capital stock

 

3,081,287

3,080,110

3,081,287

3,080,110

Shares to be issued

 

1,492

 -

1,492

 -

Share issuance costs

 

(42,290)

 (42,290)

(155,618)

 (155,618)

Treasury shares

 

(4,168)

 (13,371)

(4,168)

 (13,371)

Capital reserves

 

88,762

91,399

88,762

91,399

Equity valuation adjustments

 

(118,820)

 (147,229)

(118,820)

 (147,229)

Share-based payments reserve

 

115,714

113,918

115,714

113,918

Gains on change in investment

 

751,584

693,251

751,584

693,251

Accumulated losses

 

(7,412,339)

 (7,425,786)

(7,299,011)

 (7,312,458)

Deficit attributable to equity holders of the parent

 

(3,538,778)

 (3,649,998)

(3,538,778)

 (3,649,998)

 

 

 

 

 

 

Non-controlling interests from Smiles

 

-

  -   

403,450

293,247

 

 

 

 

 

 

Total deficit

 

(3,538,778)

 (3,649,998)

(3,135,328)

 (3,356,751)

 

 

 

 

 

 

Total liabilities and deficit

 

2,388,422

2,711,718

8,890,034

8,404,355

 

 

 

The accompanying notes are an integral part of the interim financial information.

 

 

15


 

Statements of financial position

As of September 30, 2017 and December 31, 2016

(In thousands of Brazilian reais - R$)

 

 

 

   

Parent Company

 

 

Three-month period ended

Nine-month period ended

 

Note

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Operating income (expenses)

 

 

     

Administrative expenses

25

(8,814)

             802

(19,546)

         (6,332)

Other operating (expenses) income, net

25

 (1,989)

24,836

(5,966)

247,961

Total operating (expenses) income

 

(10,803)

25,638

(25,512)

241,629

   

 

 

 

 

Equity results

13

362,304

(259,664)

184,544

5,279

   

 

 

 

 

Income (loss) before financial result, net and income taxes

 

351,501

(234,026)

159,032

246,908

   

 

 

 

 

Financial result

 

 

 

 

 

Financial income

26

30,016

316,665

69,870

        362,093

Financial expenses

26

(121,740)

(92,322)

(259,102)

(288,765)

Exchange rate variation, net

26

 66,744

8,809

42,738

634,171

Total financial result

 

(24,980)

233,152

(146,494)

707,499

   

 

 

 

 

Income (loss) before 

income taxes

 

326,521

(874)

12,538

954,407

   

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

Current

9

 143

                -   

 -  

                -   

Deferred

9

 954

             (11)

 909

             (11)

Total income and social contribution taxes

 

1,097

             (11)

909

             (11)

 

 

 

 

 

 

Net income (loss) for the period

 

327,618

(885)

13,447

954,396

   

 

 

 

 

Basic earnings (loss) per share

 

 

 

 

 

Per common share

14

0.027

(0.000)

0.001

0.079

Per preferred share

14

0.943

(0.003)

0.039

2.758

 

 

 

 

 

 

Diluted earnings (loss) per share

 

 

 

 

 

Per common share

14

0.027

(0.000)

0.001

0.079

Per preferred share

14

0.931

(0.003)

0.038

2.758

 

 

The accompanying notes are an integral part of the interim financial information.

 

16


 

Statements of financial position

As of September 30, 2017 and December 31, 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

 

Consolidated

 

 

Three-month period ended

Nine-month period ended

 

Note

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Net revenue

 

 

 

 

 

Passenger

24

 2,394,657

2,099,353

 6,577,636

   6,329,157

Cargo and other

24

323,278

302,066

1,020,136

      874,144

Total net revenue

 

  2,717,935

2,401,419

7,597,772

   7,203,301

   

 

 

 

 

Cost of services provided

25

(1,828,372)

(1,849,712)

(5,606,822)

(5,788,255)

 

 

 

 

 

 

Gross profit

 

889,563

551,707

1,990,950

1,415,046

   

 

 

 

 

Operating expenses

 

 

 

 

 

Selling expenses

25

 (251,258)

(205,090)

(640,803)

(627,668)

Administrative expenses

25

(313,295)

(148,236)

(742,695)

(507,207)

Other operating (expenses) income, net

25

(1,989)

35,582

(5,966)

222,876

Total operating expenses

 

(566,542)

(317,744)

(1,389,464)

(911,999)

   

 

 

 

 

Equity results

13

129

 (1,397)

260

         (4,715)

   

 

 

 

 

Income before financial result, net and income taxes

 

323,150

232,566

601,746

498,332

   

 

 

 

 

Financial result

 

 

 

 

 

Financial income

 

57,586

352,161

125,122

489,017

Financial expenses

 

(267,711)

(417,437)

(771,774)

(1,058,285)

Exchange rate variation, net

 

238,849

(35,588)

150,496

1,397,703

Total financial result

26

28,724

(100,864)

(496,156)

828,435

   

 

 

 

 

Income before income taxes

 

351,874

131,702

105,590

1,326,767

   

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

Current

 

 (43,321)

 (65,000)

 (197,688)

     (189,238)

Deferred

 

 179,431

(799)

 406,440

(4,982)

Total income and social contribution taxes

9

136,110

(65,799)

208,752

 (194,220)

 

 

 

 

 

 

Net income for the period

 

487,984

65,903

314,342

1,132,547

   

 

 

 

 

Net income (loss) attributable to:

 

 

 

 

 

Equity holders of the parent

 

327,618

(885)

13,447

954,396

Non-controlling interests from Smiles

 

160,366

66,788

300,895

178,151

   

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

 

 

 

 

Per common share

14

0.027

(0.000)

0.001

0.079

Per preferred share

14

0.943

(0.003)

0.039

2.758

 

 

 

 

 

 

Diluted earnings (loss) per share

 

 

 

 

 

Per common share

14

0.027

(0.000)

0.001

0.079

Per preferred share

14

0.931

(0.003)

0.038

2.758

 

 

The accompanying notes are an integral part of the interim financial information.

 

17


 
 

Statements of comprehensive income

Periods ended September 30, 2017 and 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

 

Parent Company

 

 

Three-month period ended

Nine-month period ended

 

Note

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

 

 

 

 

 

Net income (loss) for the period

 

327,618

(885)

13,447

954,396

 

 

 

 

 

 

Cash flow hedges

 

4,120

137,238

28,409

104,895

Tax effect

 

-

(46,661)

-

(35,664)

Other comprehensive income to be reclassified to profit or loss in subsequent periods

29

4,120

90,577

28,409

69,231

 

 

 

 

 

 

Total comprehensive income for the period

 

331,738

89,692

41,856

1,023,627

 

 

 

 

Consolidated

 

 

Three-month period ended

Nine-month period ended

 

Note

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

 

 

 

 

 

Net income for the period

 

487,984

65,903

314,341

1,132,547

 

 

 

 

 

 

Cash flow hedges

 

4,120

137,238

28,409

104,895

Tax effect

 

-

(46,661)

-

(35,664)

Other comprehensive income to be reclassified to profit or loss in subsequent periods

29

4,120

90,577

28,409

69,231

 

 

 

 

 

 

Total comprehensive income for the period

 

492,104

156,480

342,751

1,201,778

 

 

 

 

 

 

Comprehensive income attributable to:

 

 

 

 

 

Equity holders of the parent

 

331,738

89,692

41,856

1,023,627

Non-controlling interests from Smiles

 

160,366

66,788

300,895

178,151

 

 

 

 

The accompanying notes are an integral part of the interim financial information.

 

 

 

18


 

 

Statements of changes in equity - Parent Company

Nine-month periods ended September 30, 2017 and 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

 

 

 

 

 

 

Capital

reserves

Equity valuation adjustments

 

 

 

 

 

Note

Capital

stock

Advance for future capital increase

Share issuance costs

Treasury shares

Goodwill on transfer of shares

Special goodwill reserve of subsidiary

Unrealized

hedge gain (losses)

Share-based

payments

Gains on

change in investment

Accumula-ted

losses

Total

Balances as of December 31, 2015

 

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 income, net

 

-  

-

-  

-  

-  

-  

69,231

-  

-  

-  

69,231

Share-based payments

 

-

-

-

-

-

-

-

9,526

-

-

9,526

Share issuance costs

 

-

-

(395)

-

-

-

-

-

-

-

(395)

Gains on change in investment

 

-  

-

-  

-  

-  

-  

-  

-  

2.829

-  

2,829

Net income for the period

 

-  

-

-  

-  

-  

-  

-  

-  

-  

954,396

954,396

Restricted shares transferred

 

-  

-

-  

8,799

(7,157)

-  

-  

(1,642)

-  

-  

-  

Balances as of September 30, 2016

 

3,080,110

-

(42,290)

(13,900)

20,725

70,979

(109,708)

111,010

693,208

(7,321,009)

(3,510,875)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2016

 

3,080,110

-

 (42,290)

 (13,371)

20,420

70,979

 (147,229)

113,918

     693,251

(7,425,786)

(3,649,998)

Stock options exercised

 

1,177

1,492

-

-

-

-

-

-

-

-

2,669

Other comprehensive income, net

 

-

-

-

-

-

-

28,409

-

-

-

28,409

Share-based payments

23

-

-

-

-

-

-

-

8,362

-

-

8,362

Gains on change in investment

 

-

-

-

-

-

-

-

-

3,886

-

3,886

Sale of interest in subsidiary

13

-

-

-

-

-

-

-

-

54,447

-

54,447

Restricted shares transferred

 

-

-

-

9,203

(2,637)

-

-

(6,566)

-

-

-

Net income for the period

 

-

-

-

-

-

-

-

-

-

13,447

13,447

Balances as of September 30, 2017

 

3,081,287

1,492

(42,290)

(4,168)

17,783

70,979

(118,820)

115,714

751,584

(7,412,339)

(3,538,778)

 

 

 

 

The accompanying notes are an integral part of the interim financial information.

 

 

19


 

 

Statements of changes in equity - Consolidated

Nine-month periods ended September 30, 2017 and 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

 

 

 

 

 

Capital

reserves

Equity valuation adjustments

 

 

 

 

 

 

 

 

Note

Capital stock

Advance for future capital increase

Share issuance

costs

Treasury shares

Goodwill on transfer

of shares

Special goodwill reserve of subsidiary

Unrealized hedge

gain (losses)

Share-based

payments

Gains on

change in investment

Accumula-ted

losses

Deficit attributable to equity holders of the parent

Smiles’

non-controlling

interests

Total

Balances as of December 31, 2015

 

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 income (loss), net

 

-  

-

-  

-  

-  

-  

69,231

-  

-  

-  

69,231

-  

69,231

Sstock option exercised

 

-

-

-

-

-

-

-

-

-

-

-

3,723

3,723

Share issuance costs

 

-

-

(395)

-

-

-

-

-

-

-

(395)

-

(395)

Share-based payments

 

-  

-

-  

-  

-  

-  

-  

9,526

-  

-  

9,526

425

9,951

Gains on change in investment

 

-  

-

-  

-  

-  

-  

-  

-  

2,829

-  

2,829

-

2,829

Net income for the period

 

-  

-

-  

-  

-  

-  

-  

-  

-  

954,396

954,396

178,151

1,132,547

Restricted shares transferred

 

-  

-

-  

8,799

(7,157)

-  

-  

(1,642)

-  

-  

-

-

-

Interest on equity paid in advance

 

-  

-

-  

-  

-  

-  

-  

-  

-  

-  

-  

(8,694)

(8,694)

Dividends distributed

 

-

-

-

-

-

-

-

-

-

-

-

(123,766)

(123,766)

Balances as of September 30, 2016

 

3,080,110

-

(155,618)

(13,900)

20,725

70,979

(109,708)

111,010

693,208

(7,207,681)

(3,510,875)

273,861

(3,237,014)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2016

 

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)

Stock options exercised

 

1,177

1,492

-

-

-

-

-

-

-

-

2,669

-

2,669

Other comprehensive income (loss), net

 

-

-

-

-

-

-

28,409

-

-

-

28,409

-

28,409

Capital increase from exercise of stock option in subsidiary

 

-

-

-

-

-

-

-

-

-

-

-

1,988

1,988

Share issuance costs

 

-

-

-

-

-

-

-

-

-

-

-

(635)

(635)

Share-based payments

23

-

-

-

-

-

-

-

8,362

-

-

8,362

151

8,513

Gains on change in investment

 

-

-

-

-

-

-

-

-

3,886

-

3,886

-

3,886

Sale of interest in subsidiary

13

-

-

-

-

-

-

-

-

54,447

-

54,447

4,863

59,310

Restricted shares transferred

 

-

-

-

9,203

(2,637)

-

-

(6,566)

-

-

-

-

-

Net income for the period

 

-

-

-

-

-

-

-

-

-

13,447

13,447

300,895

314,342

Interest on equity distributed by Smiles

 

-

-

-

-

-

-

-

-

-

-

-

(11,280)

(11,280)

Dividends distributed by Smiles

 

-

-

-

-

-

-

-

-

-

-

-

(185,779)

 (185,779)

Balances as of September 30, 2017

 

3,081,287

1,492

(155,618)

 (4,168)

17,783

70,979

(118,820)

115,714

751,584

(7,299,011)

(3,538,778)

403,450

(3,135,328)

 

The accompanying notes are an integral part of the interim financial information.

 

 

20


 
 

Statements of cash flows

Nine-month periods ended September 30, 2017 and 2016

(In thousands of Brazilian reais - R$)

 

 
 
 

Parent Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Operating activities

 

 

 

 

Net income for the period

13,447

954,396

314,342

1,132,547

Adjustment to reconcile net income to net cash provided by operating activities

 

 

 

 

Depreciation and amortization

-

                   -  

361,871

325,758

Allowance for doubtful accounts

-

                   -  

5,034

10,642

Provision for legal proceedings

-

                   -  

122,038

126,473

Provision for inventory obsolescence

-

                   -  

856

-  

Deferred taxes

(909)

11

(406,440)

4,982

Equity results

(184,544)

(5,279)

(260)

4,715

Share-based payments

-

775

11,169

9,951

Exchange and monetary variations, net

(44,279)

(426,285)

(153,041)

(1,100,939)

Interest on debt and financial lease

161,135

174,394

434,118

489,975

Unrealized hedge results

(11,094)

                   -  

(11,094)

 (2,442)

Provision for profit sharing

-

                   -  

67,975

8,119

Write-off property, plant and equipment and intangible assets

-

104,287

39,385

130,850

Losses from capital increase in associate

-

-

-

1,368

Gain on redemption of debt

-

(286,799)

-

(286,799)

Other provisions

-

-

1,932

-

 

(66,244)

515,500

787,885

855,200

Changes in assets and liabilities:

 

 

 

 

Trade receivables

-

                   -  

(205,289)

 (228,671)

Short-term investments

48

121,521

256,949

27,860

Inventories

-

                   -  

(12,200)

18,120

Deposits

(18,848)

(6,834)

55,024

 (279,319)

Suppliers

262

(4,801)

186,102

 (111,249)

Suppliers - Forfaiting

-

-

64,393

-

Advance ticket sales

-

                   -  

185,572

(45,193)

Advances from customers

-

                   -  

43,164

74,737

Salaries

-

(75)

2,052

14,914

Mileage program

-

                   -  

(41,267)

30,758

Landing fees

-

                   -  

109,373

 (26,495)

Taxes payable

505

 (147)

363,678

 (138,150)

Derivatives

-

                   -  

(40,404)

121,812

Provisions

-

                   -  

(190,077)

(190,266)

Operating leases

-

-

138,116

(83,456)

Other assets (liabilities)

68,280

29,723

33,507

(18,868)

Interest paid

(221,109)

(306,780)

(436,153)

(561,298)

Income tax paid

-

                   -  

(151,942)

155,440

Net cash flows (used in) from operating activities

(237,106)

348,107

1,148,483

(384,124)

 

 

 

 

 

Investing activities

 

 

 

 

Sale of interest in subsidiary, net of taxes

59,309

-

59,309

-

Transactions with related parties

419,532

(1,162,406)

-

-

Restricted cash

(37,553)

49,275

(89,798)

405,990

Short-term investments of Smiles

-

-

(123,813)

59,854

Capital increase in subsidiary and investee 

(451,609)

(191,587)

-

 (3,439)

Advances for property, plant and equipment acquisition, net

-

507,398

55,914

453,543

Property, plant and equipment

-

-

(542,252)

(99,515)

Intangible assets

-

-

(28,989)

 (22,397)

Dividends and interest on shareholder's equity received

288,163

155,708

1,249

1,993

Net cash flows (used in) from investing activities

277,842

 (641,612)

(668,380)

796,029

 

 

 

21


 

Statements of cash flows

Nine-month periods ended September 30, 2017 and 2016

(In thousands of Brazilian reais - R$)

 

 

 

 

Parent Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Financing activities

 

 

 

 

Loan funding, net of issuance costs

93,145

-

323,852

-

Exchange offer costs

-

(26,230)

-

(26,230)

Loan payments

(179,021)

 (50,298)  

(316,677)

 (496,053)

Finance lease payments

-

-

(203,722)

 (306,487)

Dividends and interest on equity paid to non-controlling interests of Smiles

-

-

(248,284)

 (153,962)

Advan c e for future capital increase

-

-

1,492

-

Share issuance costs

-

(395)

-

(395)

Capital increase

2,669

-

1,177

-

Net cash flows used in financing activities

(83,207)

(76,923)

(442,162)

(983,127)

 

 

 

 

 

Foreign exchange variation on cash held in foreign currencies

(1,140)

973

2,057

 (17,431)

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

(43,611)

(369,455)

39,998

(588,653)

 

 

 

 

 

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

13,767

17,868

602,205

483,679

 

 

 

 

 

 

 

 

 

 

Statements of cash flows - Additional

information

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

Interest on shareholders' equity for distribution, net of taxes

(7,751)

-

6,947

-

Interest on shareholders' equity receivable

4,863

-

-

-

Costs on sale in subsidiary’s interest

4,865

-

-

-

Escrow deposits

-

-

10,307

-

Write-off of finance lease agreements

-

-

(15,334)

-

Renegotiation of finance lease agreements

-

-

-

549,144

Provision for aircraft return

-

-

-

78,602

Software acquisition

-

-

-

30,728

 

 

 

22


 
 
 

Statements of v alue added

Nine-month periods ended September 30, 2017 and 2016

(In thousands of Brazilian reais - R$)

 

 

 

Parent Company

Consolidated

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Revenues

 

 

 

 

Passengers, cargo and other

-

-  

8,114,147

7,685,282

Other operating income

-

301,166

29,338

333,819

Allowance (reversal) for doubtful accounts

-

                    -  

(305)

4,241

Total revenues

-

301,166

8,143,180

8,023,342

 

 

 

 

 

Inputs acquired from third parties (including ICMS and IPI)

 

 

 

 

Suppliers of aircraft fuel

-

                    -  

(2,095,736)

 (2,061,726)

Material, electricity, third-party services and others

(16,708)

(57,168)

(2,150,783)

(2,209,047)

Aircraft insurance

-

                    -  

(10,121)

       (26,091)

Sales and marketing

-

(217)

(404,579)

(391,860)

Gross value added

(16,708)

243,781

3,481,961

3,334,618

 

 

 

 

 

Depreciation and amortization

-

                    -  

(361,871)

(325,758)

Value added produced

(16,708)

243,781

3,120,090

3,008,860

 

 

 

 

 

Value added received in transfer

 

 

 

 

Equity results

184,544

5,279

260

 (4,715)

Financial income

133,521

406,101

762,644

2,328,453

Value added for distribution

301,357

655,161

3,882,994

5,332,598

 

 

 

 

 

Distribution of value added:

 

 

 

 

Salaries

3,985

2,185

1,000,570

915,697

Benefits

-

                    -  

119,635

113,253

FGTS

-

(57)

77,477

         77,430

Personnel

3,985

2,128

1,197,682

1,106,380

 

 

 

 

 

Federal taxes

28,665

905

368,439

666,597

State taxes

-

-

21,546

         26,501

Municipal taxes

-

                    -  

1,827

           1,399

Tax, charges and contributions

28,665

905

391,812

694,497

 

 

 

 

 

Interest

241,429

(323,935)

1,206,437

1,405,291

Rent

-

 -  

758,776

921,816

Other

13,831

21,667

13,945

72,067

Third-party capital remuneration

255,260

(302,268)

1,979,158

2,399,174

 

 

 

 

 

Net income for the period

13,447

954,396

13,447

954,396

Net income for the period attributable to non-controlling interests of Smiles

-

-

300,895

169,457

Interest on shareholders' equity payable

-

-

-

8,694

Remuneration of own capital

13,447

954,396

314,342

1,132,547

 

 

 

 

 

Value added for distribution

301,357

655,161

3,882,994

5,332,598

 

 

 

 

 

23


 
 

Notes to the interim financial information

September 30, 2017

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

 

 

1.    General information

 

Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GLAI”) is a publicly-listed company incorporated on March 12, 2004, under the Brazilian Corporate Law. The Company is a holding company of the following main subsidiaries: (i) Gol Linhas Aéreas S.A. (“GLA”, formerly “VRG Linhas Aéreas S.A.”, prior to the change in the corporate name on September 22, 2016), which is mainly engaged in (a) the regular and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally, according to the concessions granted by the regulator; and (b) other activities in relation to flight transport services provided in its by-laws; and (ii) Smiles Fidelidade S.A. (“Smiles Fidelidade”, formerly Webjet Participações S.A. prior to the change in the corporate name on July 1, 2017), which mainly operates (a) the development and management of its own or third party’s customer loyalty program, and (b) sale of redemption rights of awards related to the loyalty program.

    

Additionally, the Company is the direct parent company of the wholly-owned subsidiaries GAC Inc. (“GAC”), Gol Finance Inc. (“Gol Finance”), Gol LuxCo S.A. (“Gol LuxCo”) and Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”).

 

The Company’s corporated address is located at Praça Comandante Linneu Gomes, s/n, concierge 3, building 24, Jardim Aeroporto, São Paulo, Brazil.

 

The Company’s shares are traded on the Brazilian Securities, Commodities and Futures Exchange - B3 (“B3”) and on the New York Stock Exchange (“NYSE”). The Company adopted Level 2 Differentiated Corporate Governance Practices from the B3 and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created for companies committed to apply differentiated corporate governance practices.

 

GLA is highly sensitive to the economy and also to 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 improve its liquidity and its operating margin. As a result, the Company has been improving 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 its short and long-term liquidity. The diligent work performed to adjust the fleet size to the economy growth and match 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 capital structure. Moving forward with its liquidity plan, the Company is in the planning phase to implement several initiatives restructure its debt. The resources provided by this initiative will be used to amortize the Company’s most onerous debt and should significantly reduce the financial cost.

 

Even in a scenario with an outlook for improvement, the Company is subject to uncertainties in the Brazilian economy and political scenario that may directly impact the effectiveness of the expected results.

 

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.

 

 

24


 

Notes to the interim financial information

September 30, 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 that turned out to be owned by politically exposed persons in Brazil. Following an internal investigation, the Company engaged U.S. and Brazilian external legal counsels to conduct an independent investigation to ascertain the facts with regard to these and any other payments identified as irregular and to analyze the adequacy and effectiveness of the Company’s internal control and compliance programs in light of the findings of the 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 agreed not to raise any criminal or civil charges related to activities that are the subject to 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 Brazilian Securities and Exchange Commission (“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, however, 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 were knowlegeable of any illegal purpose behind any of the identified transactions or of any illicit benefit to the Company arising from the investigated transactions. 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 to 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 will continue to improve its internal control and compliance programs.

 

On July 1, 2017, in order to optimize and simplify GOL’s organizational structure, and to generate tax savings from the use of accumulated tax losses, the Company approved a corporate restructuring through the merger of Smiles S.A. and Smiles Fidelidade S.A.. As a result of the merger, Smiles S.A. was dissolved and all its assets, rights and obligations were transferred to Smiles Fidelidade S.A.

 

On October 23, 2017, each common share issued by Smiles S.A. and traded on B3 under the ticker SMLE3 was exchanged for one common share of Smiles Fidelidade S.A. As a result, the last trading day of the shares issued by Smiles S.A. on B3 was on October 20, 2017 and the shares issued by Smiles Fidelidade S.A. began trading on B3 under the ticker SMLS3 on October 23, 2017.

 

 

 

25


 

Notes to the interim financial information

September 30, 2017

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

 

 

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

 

This interim financial information was authorized for issue by Management on November 7, 2017.

 

2.1.    Compliance Statement

 

 

The individual and consolidated interim information for the three and nine-month periods ended September 30, 2017 and 2016, has been prepared in accordance with International Accounting Standards (“IAS”) No. 34 and Accounting Pronouncement nº 21 (R1) (“CPC 21”), and the requirements issued by the CVM, applicable to the preparation of interim information.

 

When preparing the interim financial information, 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 interim 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 interim financial information is being demonstrated and corresponds to the information used by Management in the course of its duties and is in accordance with the requirements issued by the CVM, applicable to the preparation of interim information.

 

 

2. 2 .    Basis of preparation

 

 

This interim financial 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 interim 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 adopted in Brazil and in the International Financial Reporting Standards (IFRS). There were no changes between December 31, 2016, and September 30, 2017, in the accounting practices adopted.

 

Except for the subsidiary Gol Dominicana, which functional currency is the U.S. dollar, the  Company and its subsidiaries functional currency is the Brazilian real. The presentation currency of this interim financial information is the Brazilian real.

 

Basis of consolidation

 

The consolidated interim financial information comprises Gol Linhas Aéreas Inteligentes S.A., its subsidiaries, jointly controlled and associates, as follows:

 

Entity

Date of

constitution

Location

Operational

activity

Type of control

% equity interest

09/30/2017

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

GLA

04/09/2007

Brazil

Flight transportation

Direct

100.0

100.0

Smiles Fidelidade

08/01/2011

Brazil

Frequent flyer program

Direct

52.7

53.8

Smiles Viagens (**)

08/10/2017

Brazil

Travel agency

Indirect

100.0

-

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

Loyalty program

Indirect

25.4

25.4

 

(*) These entities were created with the solely to act as an extetion of the Company’s operations or which represent rights and/or obligations established solely to meet the Company’s needs. In addition, they do not have an independent management structure and are unabled to make independent decisions. The assets and liabilities of these companies are consolidated line by line in the Parent Company’s interim information.

(**) Company in pre-operational phase.

 

26


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

2.3.    New standards, amendments and interpretations of standards

 

a)    Issued by the IASB, not effective until the date of this interim information and have not been 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 this standard on the effective date. This standard must be applied retrospectively; however, it is not mandatory to fully present comparative information. 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 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 2016, 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:

 

 

 

27


 

 

Notes to the interim financial information

September 30, 2017

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

 

 

a) Passenger revenue arising from codeshare agreements : corresponds to agreements where two or more airlines get into an agreement to provide 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 related to air transportation services, such as excess baggage, cancelation fees, refunds, among others. These revenues must be assessed and classified as “distinct” or “related to the main service”, and are recognized only when the air transportation service incurred. In this regard, the Company does not expect significant changes, since these revenues are already recognized based on this criteria, at the moment of recognition of passenger transportation revenue. In this regard, the Company is  performing its assessment and does not expect significant changes.  

 

c) 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.

 

Additionally, the Company will continue assessing the impacts from the adoption of the new standard and will disclose additional information 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 recognition, measurement and disclosure of lease operations. IFRS 16 will be effective for annual periods beginning on or after January 1, 2019. Although the adoption is permitted by the IASB on Janyary 1, 2018, local regulatory requirements issued by the CVM do not allow the adoption before the effective date of this standard. IFRS 16 requires that, for the majority of leases, the lessor will records an asset related to the right of use of the leased item, and a liability related to the lease. It is expected that the adoption of this standard will have a material impact on the Company’s financial position, with the potential increase in assets representing  the right of use of the leased item and a corresponding liability, since 89 out of 120 of the Company’s aircraft are currently accounted for as operating leases.

 

IFRIC 22 – Foreign currency transactions and advance consideration

 

In December 2016, the IASB issued IFRIC 22, which deals with the exchange rate to be used in transactions that involve consideration paid or received in advance denominated in foreign currency. The interpretation clarifies that the date of transaction is the date on which the company recognizes the non-monetary asset or liability. IFRIC 22 will be effective for annual periods beginning on or after January 1, 2018. The Company does not expect this interpretation to have significant impacts, as transactions with these characteristics already comply with this standard.

 

 

 

28


 
 

Notes to the interim financial information

September 30, 2017

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

 

 

IFRIC 23 – Uncertainty over income tax treatments

 

In June 2017, the IASB issued IFRIC 23, which clarifies the application of requirements in IAS 12 “Income Taxes” when there is uncertainty over the acceptance of income tax treatments by the tax authority. The interpretation clarifies that, if it is not probable that the tax authority will accept the income tax treatments, the amounts of tax assets and liabilities shall be adjusted to reflect the best resolution of the uncertainty. IFRIC 23 will be effective for annual periods beginning on or after January 1, 2019, and the Company does not expect significant impacts from the adoption of this standard.

 

b) Annual improvements – Applicable to annual periods beginning on or after January 1, 2017:

 

IFRS 12 – Disclosure of interests in other 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

 

Clarifications on the recognition requirements of deferred tax assets for unrealized losses on debt instruments and the method to assess the existence of probable future taxable income against which the deductible temporary differences can be utilized.

 

IAS 7 – Statement of cash flows

 

The amendments require entities to provide disclosures about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

 

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.

 

3.    Seasonality

 

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

 

4.    Cash and cash equivalents

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Cash and bank deposits

13,518

17,978

103,554

246,528

Cash equivalents

249

 39,400

498,651

 315,679

Total

13,767

57,378

602,205

562,207

 

 

 

29


 

Notes to the interim financial information

September 30, 2017

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

 

The breakdown of cash equivalents is as follows:

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Private bonds

-

31,267

316,770

45,882

Investment funds

249

8,133

181,881

269,797

 Total

249

39,400

498,651

315,679

 

As of September 30, 2017, the cash equivalents were comprised by private bonds (Bank Deposit Certificates - “CDBs”) and buy-back transactions, remunerated at a weighted average rate equivalent to 79.1% (52.2% as of December 31, 2016) of the Interbank Deposit Certificate rate (“CDI”).

 

The investment funds classified as cash equivalents have high liquidity and, according to the Company assessment, are readily convertible to a known amount of cash with insignificant risk of change in value. As of September 30, 2017, investment funds are remunerated at a weighted average rate equivalent to 101.5% (91.3% as of December 31, 2016) of the CDI rate.

 

5.    Short-term investments

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Private bonds

-

-  

199

77,080

Government bonds

-

-  

98,975

41,104

Investment funds

1

49

198,836

313,049

Total

1

49

298,010

431,233

 

As of September 30, 2017, private bonds were represented by debentures, with first-rate financial institutions, remunerated at a weighted average rate equivalent to 111.5% (38% as of December 31, 2016, mainly represented by time deposits and short-term investments with first- tier financial institutions).

 

Government bonds were primarily represented by LFT and LTN,  accruing interest at a weighted average rate of 99.7% (102.3% as of December 31, 2016) of the CDI rate.

 

Investment funds include private funds and bonds accruing interest at a weighted average rate of 116.2% (101.0% as of December 31, 2016) of the CDI rate, and are exposed to the risk  of significant changes in value.

 

6.    Restricted cash

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Margin deposits for hedge transactions

31,799

-

31,799

-

Deposits in guarantee of letter of credit

2,172

2,114

16,561

15,721

Escrow deposits (a)

32,338

29,360

71,897

67,345

Escrow deposits - Leases (b)

-

-

114,624

78,015

Other deposits (c)

3,900

1,182

21,198

7,688

 Total

70,209

32,656

256,079

168,769

 

 

(a)      The amount of R$32,338 (parent company and consolidated) refers to a contractual guarantee for Supreme Court of Justice - STJ related to PIS and COFINS on interest on shareholders’ equity paid to GLAI as described in Note 22. The other amounts relate to guarantees of GLA letters of credit.

(b)     Related to deposits made to obtain letters of credit for aircraft operating leases from GLA.

(c)      Refers mainly to the letter of guarantee for short-term investments.

30


 

 

Notes to the interim financial information

September 30, 2017

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

 

 

7.    Trade receivables

 

 

Consolidated

 

09/30/2017

12/31/2016

Local currency

 

 

Credit card administrators

422,231

345,798

Travel agencies

364,899

228,089

Cargo agencies

41,983

        41,926

Airline partner companies

3,571

          4,153

Other

78,266

66,774

Total local currency

910,950

686,740

 

 

 

Foreign currency

 

 

Credit card administrators

51,675

        49,104

Travel agencies

4,771

        16,323

Cargo agencies

1,001

          2,215

Airline partner companies

27,007

        31,200

Other

839

          8,837

Total foreign currency

85,293

       107,679

 

 

 

Total

996,243

794,419

 

 

 

Allowance for doubtful accounts

(34,487)

       (34,182)

 

 

 

Total trade receivables

961,756

760,237

 

The aging list of trade receivables, net of allowance for doubtful accounts, is as follows:

 

 

Consolidated

 

09/30/2017

12/31/2016

Not yet due

   

Until 30 days

632,606

348,168

31 to 60 days

131,694

151,186

61 to 90 days

32,860

66,925

91 to 180 days

55,128

86,652

181 to 360 days

20,431

11,147

Above 360 days

196

239

Total not yet due

872,915

664,317

 

 

 

Overdue

 

 

Until 30 days

27,050

19,117

31 to 60 days

8,005

5,623

61 to 90 days

7,657

10,915

91 to 180 days

7,694

22,648

181 to 360 days

8,644

20,609

Above 360 days

29,791

17,008

Total overdue

88,841

95,920

 

 

 

Total

961,756

760,237

 

 

The changes in allowance for doubtful accounts are as follows:

 

31


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

Consolidated

 

09/30/2017

12/31/2016

Balance at the beginning of the period

(34,182)

 (50,389)

Additions

(5,034)

 (9,806)

Unrecoverable amounts

2,955

16,250

Recoveries

1,774

9,763

Balance at the end of the period

(34,487)

 (34,182)

 

8.    Inventories

 

 

Consolidated

 

09/30/2017

12/31/2016

Consumables

29,338

 27,281

Parts and maintenance materials

176,996

160,884

Other

532

 6,867

Provision for obsolescence

(12,934)

 (12,444)

Total

193,932

182,588

 

The changes in provision for obsolescence are as follows:

 

 

Consolidated

 

09/30/2017

12/31/2016

Balances at the beginning of the period

(12,444)

(12,444)

Addition

(856)

-

Write-off

366

-

Balances at the end of the period

(12,934)

(12,444)

 

 

9.    Deferred and recoverable taxes

 

9.1. Recoverable taxes

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Prepaid and recoverable income taxes

13,048

24,377

57,214

51,215

Withholding income tax (IRRF) (a)

2,049

2,198

4,345

9,601

PIS and COFINS (b)

-

-

6,912

16,908

Withholding tax of public institutions

-

-

5,276

8,130

Value added tax – IVA (c)

-

-

4,704

12,044

Other

-

-

2,773

1,449

Total

15,097

26,575

81,224

99,347

 

 

 

 

 

Current assets

9,043

9,289

74,117

27,287

Noncurrent assets

6,054

17,286

7,107

72,060

 

(a) IRRF: withholding income tax on financial income from financial investments.

(b) Contributions to Social Integration Program (PIS) and Contribution for the Financing of Social Security (COFINS).

(c) IVA: Value added tax on sales of goods and services abroad .

 

 

32


 

Notes to the interim financial information

September 30, 2017

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

 

 

9.2. Deferred tax assets (liabilities) – Noncurrent

 

 

GLAI

GLA

Smiles

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Income tax losses

9,149

9,149

-

-

125,469

-

134,618

9,149

Negative basis of social contribution

3,294

3,294

-

-

45,169

-

48,463

3,294

Temporary differences:

 

 

 

 

 

 

 

 

Mileage program

-

-

1

9

-

-

1

9

Allowance for doubtful accounts and other credits

-

-

16,155

13,697

52

126

16,207

13,823

Provision for losses on GLA’s acquisition

-

-

143,350

143,350

-

-

143,350

143,350

Provision for legal proceedings and tax liabilities

945

966

20,787

16,352

4,332

169

26,064

17,487

Aircraft return

-

-

38,197

32,515

-

-

38,197

32,515

Derivative transactions

(3,772)

 

3,791

1,635

-

 

19

1,635

Tax benefit due to goodwill incorporation (a)

-

-

-

-

18,235

29,177

18,235

29,177

Flight rights

-

-

(353,226)

(353,226)

-

-

(353,226)

(353,226)

Depreciation of engines and parts for aircraft maintenance

-

-

(167,512)

(148,581)

-

-

(167,512)

(148,581)

Reversal of goodwill amortization on GLA’s acquisition

-

-

(127,659)

(127,659)

-

-

(127,659)

(127,659)

Aircraft leases

-

-

18,292

30,589

-

-

18,292

30,589

Other (b)

4,702

-

69,804

53,299

44,931

33,193

155,462

117,577

Total deferred taxes - Noncurrent

14,318

13,409

(338,020)

(338,020)

238,188

62,665

(49,489)

(230,861)

 

(a)          Related to the tax benefit from the reverse merger of G.A. Smiles Participações S.A. by Smiles S.A. 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$36,025 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, GLA and Smiles Fidelidade have net operating loss carryforwards, comprised of accumulated income tax losses and negative basis of social contribution. The net operating loss carryforwards do not expire, however, their use is limited to 30% of the annual taxable income. Net operating loss carryforwards are as follows:

 

 

Parent Company

(GLAI)

Directly held

subsidiary (GLA)

Directly held

(Smiles Fidelidade)

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Accummulated i ncome tax losses

169,973

190,125

4,081,792

3,971,845

812,958

867,403

Negative basis of social contribution

169,973

190,125

4,081,792

3,971,845

812,958

867,403

 

The Company’s Management considers that the deferred assets and liabilities recognized as of September 30, 2017 arising from temporary differences will be realized in proportion to realization of their bases and the expectation of future results.

    

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

 

GLAI: the Company has tax credits of R$59,666, of which R$57,791 is related to net operating loss

        

 

 

 

33


 

Notes to the interim financial information

September 30, 2017

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

 

carryforwards and R$1,875 is related to temporary differences, with realization supported by the Company’s long-term plan. However, for the nine months ended September 30, 2017, the Company reassessed its projections and did not recognize a deferred tax assets for an amount of R$45,348 related to net operating loss carryforwards.

 

GLA: GLA has tax credits on net operating loss carryforwards of R$1,387,809. 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 a deferred tax asset in relation to its total net operating loss carryforwards. On March 10 and September 19, 2017, the Company adhered to the Brazilian Tax Regularization Program (PRT) and the Special Tax Regularization Program (PERT), respectively, which allowed the partial settlement of tax contingencies with tax loss carryforwards, see Note 19. As a result, the Company used tax loss carryforwards for an amount of R$225,069, which was recorded in profit or loss for the period. 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. As a result, the Company did not recognize the net amount of R$452,771 of deferred tax assets on temporary differences.

    

Smiles Fidelidade: As of July 1, 2017, Smiles Fidelidade S.A. incorporated Smiles S.A. and, based on the projections of future taxable income, recognized a deferred tax asset on income and social contribution tax on tax loss carryforward in the amount of R$193,020.

 

The reconciliation of effective income taxes and social contribution rates for the three- and nine-month periods ended September 30, 2017 and 2016 is as follows:

 

 

Parent Company

 

Three-month period ended

Nine-month period ended

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Income (loss) before income taxes

326,521

 (874)

12,538

 954,407

Income tax and social contribution  tax rate

34%

34%

34%

34%

Income tax at the statutory combined tax rate

(111,017)

 297

(4,263)

 (324,498)

 

 

 

 

 

Adjustments to calculate the effective tax rate:

 

 

 

 

Equity results

123,183

 (88,286)

62,745

1,795

Tax income (losses) from wholly-owned subsidiaries

(21,296)

 17,091

(57,025)

83,691

Nondeductible expenses, net

(13,584)

(135)

(13,695)

(368)

Interest o n shareholders’ equity

(1,644)

 (3,449)

(4,279)

(3,449)

Exchange variation on foreign investments

25,325

 69,651

17,426

248,742

Benefit  on tax losses and temporary differences constituted (not constituted)

130

4,820

-

(5,924)

Total income tax es expenses

1,097

 (11)

909

 (11)

 

 

 

 

 

Income taxes

 

 

 

 

Current

143

 -  

-

 -  

Deferred

954

 (11)

909

 (11)

Total income taxes

1,097

 (11)

909

 (11)

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Income before income taxes

351,874

 131,702

105,590

 1,326,767

Income tax and social contribution  tax rate

34%

34%

34%

34%

Income at the statutory combined tax rate

(119,637)

 (44,779)

(35,901)

 (451,101)

 

 

 

 

 

Adjustments to calculate the effective tax rate:

 

 

 

 

Equity results

44

(475)

88

(1,603)

Tax income (losses) from wholly-owned subsidiaries

(21,296)

17,091

(57,025)

83,691

Income tax on permanent differences and others

(1,736)

207

(7)

488

Nontaxable revenues, net

1,483

6,892

40,089

39,355

Exchange variation on foreign investments

18,236

72,391

15,131

250,717

Interest on shareholders' equity

1,473

2,956

3,835

2,956

Benefit  on tax losses and temporary differences constituted (not constituted)

230,886

(75,576)

(49,927)

(306,682)

Use of tax credits in non-recurring installment payments (*)

6,330

-

225,069

-

Changes in deferred taxes on temporary differences

20,327

(44,506)

67,400

187,959

Total income taxes

136,110

(65,799)

208,752

(194,220)

 

 

 

 

 

Income taxes

 

 

 

 

Current

(43,321)

 (65,000)

(197,688)

 (189,238)

Deferred

179,431

 (799)

406,440

 (4,982)

Total income taxes

136,110

 (65,799)

208,752

 (194,220)

 

(*) This amount was used to reduce 76% of the tax debt, after GLA adhered to the PRT, see Note 19.

 

34


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

10.     Deposits

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Judicial deposits (a)

47,301

38,760

486,421

432,182

Maintenance deposits (b)

-

-

478,770

584 ,149

Deposits in guarantee for lease agreements (c)

13,200

-

161,795

172,661

 Total

60,501

38,760

1,126,986

1,188,992

 

(a)    Judicial deposits

 

Judicial deposits and escrow accounts represent guarantees of lawsuits related to tax, civil and labor claims deposited in escrow until the resolution of the related claims. Part of the amount in escrow accounts is related to civil and labor claims arising from the succession orders on claims against Varig S.A. and proceedings filed by employees that are not related to the Company or any related party (third-party claims). As the Company is not correctly classified as the defendant of these lawsuits, whenever such blockages occur, the exclusion of such is requested in order to release the resources. As of September 30, 2017, the blocked amounts regarding Varig’s succession lawsuit and third-party lawsuits were R$105,663 and R$74,576, 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 and its subsidiaries hold the right to select any of the maintenance service providers or to perform such services internally.

 

 

35


 

Notes to the interim financial information

September 30, 2017

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

 

 

The Company has two categories of maintenance deposits:

 

                  i.       Maintenance guarantee: related to individual deposits refunda ble at the end of the agreement, which may also be used in maintenance events, depending on negotiations with lessors. The balance as of September 30, 2017 was R$212,098 (R$336,318 as of December 31, 2016).

 

                 ii.       Maintenance reserve: related to amounts paid monthly based on the utilization of aircraft components, which can be used in maintenance events, according to the lease agreement. As of September 30, 2017, the balance of this reserve was R$266,672 (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.

 

11.      Transactions with related parties

 

11.1.  Loan agreements - noncurrent assets and liabilities

 

Parent Company

 

The Company maintains assets and liabilities from loan agreements with its subsidiary GLA without interest, as shown in the table below:

 

 

 

Assets

Liabilities

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

GLAI - GLA

33,960

37,855

31,287

 -  

GAC - GLA

-

281,630

20,889

 21,490

Gol LuxCo - GLA

1,462,066

1,553,865

328

 328

Total

1,496,026

1,873,350

52,504

 21,818

 

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

 

 

Assets

Liabilities

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

GAC - GLAI

 -  

 -  

 119,852

 123,298

GAC - Gol Finance

 30,873

 -  

 901,942

 1,096,749

Gol LuxCo - GAC

 404,486

 437,559

 -  

                -   

Gol LuxCo - GLAI

 -  

 -  

 23,675

 23,675

Gol LuxCo - Gol Finance

 796,083

 863,596

 694,477

 734,848

Total

 1,231,442

 1,301,155

 1,739,946

 1,978,570

 

 

 

36


 

Notes to the interim financial information

September 30, 2017

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

 

 

These transactions are eliminated in the Parent company's accounts as the transactions were entered with foreign entities considered an extension of the Company’s operations.

 

11.2.      Transportation and consulting services with entities controlled by the controlling shareholder

 

All agreements related to transportation and consulting services are held  by GLA. The related parties for these services are listed below, together with the object of the agreements and their main contractual conditions:

 

Viação Piracicabana S.A.: provides airport shuttle services for passengers, luggage and employees. As of July 1, 2017, an Assignment Agreement was entered into between Breda Transportes e Serviços S.A. (“Assignor”) and Viação Piracicabana S.A. (“Assignee”), through which the Assignee will be responsible for the rights and obligations as of the execution of the Assignment Agreement. The agreement expires on November 6, 2018.

 

Expresso União: provides transportation to employees, and the agreement expires on April 2, 2018.

 

Pax Participações S.A.: provides consulting and advisory services, and the agreement has no expiration date.

 

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 September 30, 2017, GLA recognized total expense related to these services of R$8,583 (R$7,851 as of September 30, 2016). On the same date, the balance payable to the related parties was R$769 (R$800 as of December 31, 2016), and was mainly related to services provided by Breda Transportes e Serviços S.A. and Viação Piracicabana S.A.

 

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

 

In September 2011, GLA entered into agreements with the related parties Pássaro Azul Taxi Aéreo Ltda., Empresa de Ônibus Pássaro Marrom SA., 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 the participating companies.

 

 

 

 

37


 

Notes to the interim financial information

September 30, 2017

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

 

 

11.4. Agreement to use the VIP lounge

 

On April 9, 2012, the Company entered into an agreement with Delta Air Lines Inc. ("Delta Air Lines") for the mutual use of the VIP lounge, with expected payments of US$20 per passenger. On August 30, 2016, the companies signed a contractual amendment establishing a prepayment for the use of the VIP lounge in the amount of US$3,000. As of September 30, 2017, the outstanding balance was R$6,929.

 

11.5.    Contract for maintenance of parts and financing engine maintenance 

 

GLA has a line of funding for maintenance of engines services, which disbursement occurs through the issuance of Guaranteed Notes. As of September 30, 2017, GLA holds one series of Guaranteed Notes for maintenance of engines, issued on March 13, 2015, maturing up to three years. Delta Air Lines is the guarantor of the Guaranteed Notes.

 

In 2010, GLA entered into an engine maintenance service agreement with Delta Air Lines. The maintenance agreement was renewed on December 22, 2016 and will expire on December 31, 2020.

 

On January 31, 2017, the subsidiary GLA entered into a Loan Agreement with Delta Air Lines in the amount of US$50,000, maturing on December 31, 2020, with a refund obligation to be performed by the Company, GLA and Gol LuxCo, pursuant to the refund agreement entered into on August 19, 2015, with personal guarantee granted by the Company to the subsidiary GAC. Under the terms of this agreement, the Company holds flexible payments maturities regarding engine maintenance services, through a credit limit available.

 

In the nine-month period ended September 30, 2017, expenses incurred for components maintenance services provided by Delta Air Lines amounted to R$396,013 (R$58,443 as of September 30, 2016). As of September 30, 2017, the outstanding balance with Delta Air Lines recorded under “Suppliers” totaled R$246,082 (R$201,170 as of December 31, 2016).

                                                                   

11.6. Term loan guarantee

 

On August 31, 2015, through its subsidiary Gol LuxCo, 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 Term Loan has an additional guarantee provided by Delta Air Lines.  For additional information, see Note 17.

 

 

 

 

 

38


 

Notes to the interim financial information

September 30, 2017

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

 

 

11.7.  Commercial partnership agreement

 

On February 19, 2014, the Company signed an exclusive strategic partnership agreement for long-term business cooperation with Air France-KLM with the purpose of the sales activities improvements and codeshare expansion and mileage programs benefits between the 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 received by  the Company. The agreement will mature within 5 years and the installments will be amortized on a monthly basis. As of September 30, 2017, the Company has deferred revenue in the amount of R$20,557 and R$8,565 recorded in "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 expand its strategic partnership with Airfrance-KLM in order to include engine maintenance and repair services. As of September 30, 2017, the Company had an outstanding balance with AirFrance-KLM recorded under current liabilities in suppliers in the amount of R$159,562.

 

11.8. Remuneration of key management personnel

 

 

 

Three-month period ended

Nine-month period ended

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Salaries and benefits (*)

14,798

10,842

40,375

23,876

Related taxes and charges

1,006

1,065

3,717

3,185

Share-based payments

2,756

10,618

6,921

10,876

Total

18,560

22,525

51,013

37,937

 

 

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

 

As of September 30, 2017 and December 31, 2016, the Company did not offer post-employment benefits, and there were no severance benefits or other long-term benefits for the management and other employees. Specific benefits can provided to the Company’s key management personnel, limited to a short-term period.

 

12.     Share-based payments

 

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

 

 

 

39


 

Notes to the interim financial information

September 30, 2017

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

 

12.1. Stock options plan - GLAI

 

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 vest 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. For stock options granted, the expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on the B3 and the fair value of the stock options granted was estimated on the grant date, using the Black&Scholes pricing model.

 

Year of grant

Date of the Board

Meeting

Total options granted

Number of options outstanding as 09/30/2017

Exercise price of the option

(in Reais)

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%

0.1

2009 (a)

02/04/2009

1,142,473

149,000

10.52

8.53

76.91%

-

12.66%

1.2

2010 (b)

02/02/2010

2,774,640

796,872

20.65

16.81

77.95%

2.73%

8.65%

2.2

2011

12/20/2010

2,722,444

538,915

27.83

16.07 (c)

44.55%

0.47%

10.25%

3.1

2012

10/19/2012

778,912

392,895

12.81

5.32 (d)

52.25%

2.26%

9.00%

5.0

2013

05/13/2013

802,296

432,918

12.76

6.54 (e)

46.91%

2.00%

7.50%

5.6

2014

08/12/2014

653,130

387,646

11.31

7.98 (f)

52.66%

3.27%

11.00%

6.8

2015

08/11/2015

1,930,844

1,303,449

9.35

3.37 (g)

55.57%

5.06%

13.25%

7.8

2016

09/30/2016

5,742,732

4,189,710

2.62

1.24 (h)

98.20%

6.59%

14.25%

8.7

2017

08/08/2017

947,767

711,094

8.44

7.91 (i)

80.62%

1.17%

11.25%

9.9

Total

 

17,685,534

8,931,565

8.78

 

 

 

 

7.2

 

(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, 2015).

(f)        The fair value is calculated by the average value from R$8.20, R$7.89 and R$7.85 for the respective periods of vesting (2014, 2015 and 2016).

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

(h)       On July 27, 2016, an additional grant of 900,000 shares referring to the 2016 plan was approved. The fair value 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).

(i)        The fair value is calculated by the average value from R$8.12, R$7.88 and R$7.72 for the respective periods of vesting (2017, 2018 and 2019).

 

 

 

40


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

The movement in the stock options outstanding for the nine-month period ended September 30, 2017 is as follows:

 

 

Number of stock

options

Weighted

average

exercise price

Options outstanding as of December 31, 2016

8,992,055

9.14

Options granted

947,767

7.85

Options cancelled and adjustments in estimated prescribed rights

(533,491)

15.95

Options exercised

(474,766)

7.49

Options outstanding as of September 30, 2017

8,931,565

8.78

 

 

 

Number of options exercisable as of:

 

 

December 31, 2016

6,214,124

13.66

September 30, 2017

7,651,756

11.54

 

12.2. Restricted share - GLAI

 

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.

 

Year of grant

Date of Board Meeting

Total shares granted

Total vested shares

Average fair value at grant date

2014

08/13/2014

804,073

 

11.31

2015

04/30/2015

1,207,037

861,775

9.35

2016

09/30/2016

4,007,081

3,123,828

2.62

2017

08/08/2017

1,538,213 

1,169,343

8.44

   

7,556,404

5,154,946

 

 

The movement in the restricted shares for  the nine-month period ended September 30, 2017 is as follows:

 

 

Total restricted shares

 

 

Restricted shares outstanding as of December 31, 2016

4,609,256

Restricted shares granted

1,538,213

Restricted shares cancelled and adjustments in estimated expired rights

(377,342)

Restricted shares transferred (*)

(615,181)

Restricted shares outstanding as of September 30, 2017

5,154,946

 

(*) The restricted shares transferred totaled R$6,566.

 

 

 

41


 

Notes to the interim financial information

September 30, 2017

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

 

12.3. Stock options plan – Smiles Fidelidade

 

The beneficiaries of the Smiles’ stock option plan are allowed to purchase Smiles Fidelidade’s shares after three years from the grant date, with an exercise period of up to ten years and an acquisition condition that the beneficiary maintains its employment relationship up to the end of this period.

 

Year of grant

Date of Board Meeting

Total options granted

Number of options outstanding

Exercise price of the option (in Reais )

Average fair value at grant date

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

R$21.70

4.25 (a)

36.35%

6.96%

7.40%

6.3

2014

02/04/2014

1,150,000

199,05

R$31.28

4.90 (b)

33.25%

10.67%

9.90%

6.8

Total

 

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 in 2015 and 2016.

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

 

The movement of the stock options outstanding for the nine-month period ended September 30, 2017 is as follows:

 

 

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 September 30, 2017

253,053

29.24

 

For the nine-month period ended September 30, 2017, the Company recorded in equity a result from share-based payments of R$8,362 (R$9,526 as of September 30, 2016) for the plans presented above, with a corresponding entry in profit or loss in Salaries.

 

13.     Investments

 

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

 

The amount of the investments is related to 25.4% of the capital of Netpoints Fidelidade S.A., hold by Smiles Fidelidade, and to SCP Trip, hold by GLA, both accounted for under the equity method.

 

The financial information of the Company`s investees and the changes in the investments balance for the nine-month period ended September 30, 2017 is as follows:

 

 

Parent Company

 

Consolidated

 

GLA

Smiles (d)

 

Trip

Netpoints

Relevant information of the subsidiaries as of

September 30, 2017

 

 

 

 

 

Total number of shares

5,262,335,049

123,856,953

 

-

130,492,408

Capital stock

4,554,280

43,104

 

1,318

75,351

Interest

100.00%

52.7%

 

60.00%

25.40%

Total equity (deficit)

(2,746,973)

853,802

 

1,751

(17,996)

Unrealized accumulated profits (a)

-

(69,931)

 

-

-

Goodwill on investment acquisition

-

-

 

-

15,184

Adjusted equity (deficit) (b)

(2,746,973)

380,218

 

1,049

15,184

Net income (loss) for the period

(146,835)

637,621

 

433

(3,186)

Unrealized profits in the period (a)

-

(9,588)

 

-

-

Adjusted net income (loss) for the period attributable to the Company’s interest

(146,835)

331,379

 

260

-

 

 

 

42


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

 

Parent Company

 

Consolidated

 

GLA

Smiles Fidelidade

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

(146,835)

331,379

184,544

 

260

-

260

Unrealized gains on hedges

28,409

-

28,409

 

-

-

-

Equity interest dilution effects

-

1,402

1,402

 

-

-

-

Costs on sale in subsidiary’s interest

-

(4,863)

(4,863)

 

-

-

-

Other equity changes in investments

-

(662)

(662)

 

-

-

-

Capital increase

451,609

-

451,609

 

-

-

-

Dividends and interest on shareholders' equity

-

(228,796)

(228,796)

 

(1,249)

-

(1,249)

Amortization of losses on sale-leaseback transactions (c)

(5,966)

-

(5,966)

 

-

-

-

Balances as of September 30, 2017

(2,746,973)

380,218

(2,366,755)

 

1,049

15,184

16,233

 

(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 the 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 nine-month period ended September 30, 2017 was R$3,993 (R$9,959 in the year ended December 31, 2016). For further information, see Note 28.2.

(d)    The parent company’s investment in Smiles S.A. was fully transferred to Smiles Fidelidade as a result of the corporate restructuring, through which Smiles Fidelidade absorbed Smiles S.A.’s equity. For further information, see Note 1.

 

Partial disposal of equity interest – Smiles S.A.

 

On June 26, 2017, the Company sold 1,250,000 shares of Smiles S.A. through a stock auction totaling R$76,313. With this sale, the Company reduced its interest in Smiles from 53.8% to 52.7%, while maintaining its position as controlling shareholder. The gain from this partial sale of investment was recorded under equity as “Sale of interest in subsidiary”. The amounts related to this transaction are as follows:

 

 

09/30/2017

Shares sold

1,250,000

Investment per share

61.05

 

 

Sale price

76,313

Write-off of investment cost

(4,863)

Income tax on capital gain (*)

(17,003)

Gain from the sale of investment

54,447

 

(*) Refers to income tax (25%) and social contribution (9%).

 

 

43


 

Notes to the interim financial information

September 30, 2017

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

 

 

14.     Earnings (loss) per share

 

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

 

The earnings (loss) per share are calculated by dividing the net income or loss by the weighted average number of all classes of shares outstanding during the period.

 

Diluted earnings or loss per share are computed including stock options granted to key management and employees using the treasury shares method when the effect is dilutive. The Company has only the stock option plan in the category of potentially dilutive shares, see Note 12. For the three-month period ended September 30, 2017, the stock option plans granted in 2009 and 2016 had exercise prices lower than the accumulated market average price (in the money) and therefore, presented dilutive effect. For the nine-month period ended September 30, 2017, only the stock option plan granted in 2016 had exercise prices lower than the accumulated market average price (in the money). The other plans have antidilutive 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). For the three and nine-month periods ended September 30, 2016, there was antidilutive effect due to the exercise prices from the stock options plans were higher than the accumulated market average price (out of money).

 

 

Parent Company and Consolidated

 

Three-month period ended

 

09/30/2017

09/30/2016

 

Common

Preferred

Common

Preferred

Numerator

   

 

 

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

135,713

191,905

(368)

(517)

 

 

 

 

 

Denominator

 

 

 

 

Weighted average number of outstanding shares

5,035,037

203,422

5,035,037

202,443

Effect of diluiton from stock options

-

2,633

-

-

Adjusted weighted average number of outstanding shares and diluted presumed conversions

5,035,037

206,054

5,035,037

202,443

 

 

 

 

 

Basic earnings (losses)  per share

0.027

0.943

(0.000)

(0.003)

Diluted earnings (losses)  per share

0.027

0.931

(0.000)

(0.003)

 

 

Parent Company and Consolidated

 

Nine-month period ended

 

09/30/2017

09/30/2016

 

Common

Preferred

Common

Preferred

Numerator

   

 

 

Net income for the period attributable to equity holders of the parent

5,577

7,870

396,766

557,630

 

 

 

 

 

Denominator

 

 

 

 

Weighted average number of outstanding shares

5,035,037

202,978

5,035,037

202,184

Effect of diluiton from stock options

-

2,337

-

-

Adjusted weighted average number of outstanding shares and diluted presumed conversions

5,035,037

205,315

5,035,037

202,184

 

 

 

 

 

Basic earnings per share

0.001

0.039

0.079

2.758

Diluted earnings per share

0.001

0.038

0.079

2.758

 

 

 

44


 

Notes to the interim financial information

September 30, 2017

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

 

 

15.     Property, plant and equipment

 

Parent Company

 

As of September 30, 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 September 30, 2017 and December 31, 2016, both realized by the subsidiary GAC.

 

Consolidated

 

09/30/2017

12/31/2016

 

Average annual

Cost

Accumula-

ted

depreciation

Net

amount

Net

amount

 

depreciation rate

Flight equipment

 

 

 

 

 

Aircraft held under finance leases

5.9%

2,011,016

 (645,866)

  1,365,150

 1,411,932

Sets of replacement parts and spare engines

7.2%

1,301,164

 (474,010)

 827,154

804,974

Aircraft reconfigurations/overhauling

27.5%

1,722,411

 (872,663)

  849,748

615,812

Aircraft and safety equipment

20.0%

842

 (432)

 410

 467

Tools

10.0%

34,859

 (17,396)

  17,463

 14,617

 

 

5,070,292

 (2,010,367)

 3,059,925

2,847,802

 

 

 

 

 

 

Impairment losses (*)

-

(26,076)

-

(26,076)

 (3 0,726)

Total flight equipment

 

5,044,216

(2,010,367)

3,033,849

2,817,076

 

 

 

 

 

 

Property, plant and equipment in use

 

 

 

 

 

Vehicles

20.0%

 10,544

 (8,976)

 1,568

 1,660

Machinery and equipment

10.0%

 56,014

 (36,692)

 19,322

 22,343

Furniture and fixtures

10.0%

 26,656

 (16,094)

 10,562

 10,061

Computers and peripherals

20.0%

 37,282

 (30,274)

 7,008

 7,401

Communication equipment

10.0%

 2,618

 (1,872)

 746

 823

Facilities

10.0%

 1,535

 (1,222)

 313

 332

Maintenance center - Confins

10.0%

 107,127

 (77,415)

 29,712

 38,096

Leasehold improvements

17.6%

 24,424

 (18,812)

 5,612

8,248

Construction in progress

-

 40,126

 -  

 40,126

31,571

Total property, plant and equipment in use

 

  306,326

 (191,357)

 114,969

120,535

 

 

 

 

 

 

 

 

5,350,542

(2,201,724)

3,148,818

2,937,611

 

 

 

 

 

 

Advances for property, plant and equipment acquisition

-

31,485

-

31,485

87,399

 

 

 

 

 

 

Total property, plant and equipment

 

5,382,027

(2,201,724)

3,180,303

3,025,010

 

(*) Refers to provisions for impairment losses for rotable items, classified under the heading "Sets of replacement parts and spare engines", recorded by the Company in order to present its assets according to the actual capacity for the generation of economic benefits..

 

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

Balances 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

Disposals

 (597,136)

 (122,487)

 (607,947)

 (9,911)

(1,337,481)

Depreciation

 (72,905)

(317,183)

-  

 (28,156)

(418,244)

Balance as of December 31, 2016

1,411,932

1,405,144

87,399

120,535

3,025,010

Additions

-

560,823

225,345

14,111

800,279

Disposals

(5,639)

(22,436)

(281,259)

(1,662)

(310,996)

Depreciation

(41,143)

 (274,832)

-  

 (18,015)

 (333,990)

Balance as of September 30, 2017

1,365,150

1,668,699

31,485

114,969

3,180,303

 

 

 

45


 

Notes to the interim financial information

September 30, 2017

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

 

 

16.     Intangible assets

 

 

 

Goodwill

Airport

Operating

rights

Software

Total

Balances as of December 31, 2015

542,302

1,038,900

133,403

1,714,605

Additions

 -  

 -  

 55,316

 55,316

Transfer

 -  

 -  

 (781)

 (781)

Amortization

 -  

 -  

 (29,424)

 (29,424)

Balances as of December 31, 2016

 542,302

 1,038,900

 158,514

1,739,716

Additions

-

-

28,989

28,989

Disposals

-

-

(9,647)

(9,647)

Amortization

-

-

(27,881)

(27,881)

Balances as of September 30, 2017

 542,302

 1,038,900

149,975

1,731,177

 

 

 

 

46


 

Notes to the interim financial information

September 30, 2017

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

 

 

17.     Short and long-term debt

 

 

 

 

Parent Company

Consolidated

 

Maturity of
the contract

Interest

rate

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Short-term debt

   

 

 

 

 

Local currency :

   

 

 

 

 

Safra (a)

May. 2018

128% of DI

-

  -   

-

9,690

Interest accrued

-

-

-

-

-

45,026

Foreign currency (US$):

   

 

 

 

 

J.P. Morgan (b)

Aug. 2019

1.31% p.a.

-

  -   

52,178

42,275

Finimp

Jun. 2018

5.84% p.a.

-

  -   

201,164

174,428

Engine Facility (Cacib) (d)

Jun. 2021

Libor 3m+2.25% p.a.

-

  -   

16,411

16,889

ExIm (Cacib)

Apr. 2019

2.03% p.a.

-

-

10,395

-

Senior  Notes (e)

Apr. 2017

7.60% p.a.

-

182,418

-

182,418

PK Finance (o)

Aug. 2026

5.72% p.a.

-

-

7,404

-

Interest accrued

-

-

42,228

94,801

45,629

97,670

 

   

42,228

277,219

333,181

568,396

 

 

 

 

 

 

 

Finance leases

Jun. 2025

4.07% p.a.

-

-

252,646

266,894

 

 

 

 

 

 

 

Total short-term debt

   

42,228

277,219

585,827

835,290

 

 

 

 

 

 

 

Long-term debt

   

 

 

 

 

Local currency :

   

 

 

 

 

Safra (a)

May. 2018

128% of DI

-

-

-

4,871

Debentures VI (f)

Sep. 2019

132% of DI

-

-

1,010,630

1,005,242

Foreign currency (US$):

   

 

 

 

 

J.P. Morgan (b)

Aug. 2019

1.31% p.a.

-

-

19,894

11,142

Engine Facility (Cacib) (d)

Jun. 2021

Libor 3m+2.25% p.a.

-

-

140,204

156,917

ExIm (Cacib)

Apr. 2019

2.03% p.a.

-

-

7,907

-

PK Finance (o)

Aug. 2026

5.72% p.a.

-

-

77,499

-

Senior  Notes II (g)

Jul. 2020

9.64% p.a.

367,712

368,000

367,712

368,000

Senior Notes III (h)

Feb. 2023

11.30% p.a.

66,151

68,053

66,151

68,053

Senior Notes IV (i)

Jan. 2022

9.24% p.a.

866,199

889,595

866,199

889,595

Senior Notes V (j)

Dec. 2018

9.71% p.a.

43,640

43,010

43,640

43,010

Senior Notes VI (k)

Jul. 2021

9.87% p.a.

120,551

120,631

120,551

120,631

Senior Notes VII (l)

Dec. 2028

9.84% p.a.

51,759

52,721

51,759

52,721

Perpetual Notes (m)

-

8.75% p.a.

487,558

498,291

419,655

428,436

Term Loan (n)

Aug. 2020

6.70% p.a.

923,723

944,194

923,723

944,194

     

2,927,293

2,984,495

4,115,524

4,092,812

 

 

 

 

 

 

 

Finance leases

Jun. 2025

4.07% p.a.

-

-

1,219,486

1,451,118

 

 

 

 

 

 

 

Total long-term debt

   

2,927,293

2,984,495

5,335,010

5,543,930

 

 

 

 

 

 

 

Total debt

   

2,969,521

3,261,714

5,920,837

6,379,220

 

(a)     Credit line obtained by the subsidiary Webjet fully repaid, see Note 17.3.  

(b)    Issuance of 3 series of Guaranteed Notes to finance engine maintenance, as described Note 11.5.

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

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

 

 

47


 

Notes to the interim financial information

September 30, 2017

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

 

(e)    Issuance of Bonds by Gol Finance on March 22, 2007, which was used to pre-payments of financing for purchase of aircraft. The total amount was settled on its maturity in April 2017.

(f)     Issuance of 105,000 debentures by GLA on September 30, 2015 for early settlement of the Debentures IV and V.

(g)    Issuance of Notes by Gol Finance on July 13, 2010 in order to repay debts held by the Company.

(h)    Issuance of Notes 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 Notes by Gol LuxCo on September 24, 2014 in order to finance partial repurchase of Senior Bonds I, II and III.

(j)     Issuance of Senior Notes series V by Gol LuxCo on July 7, 2016, as a result of the private Exchange Offer of Senior Notes I, II, III, IV and Perpetual Notes.

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

(l)     Issuance of Senior Notes series VII by Gol LuxCo on July 7, 2016, as a result of the private Exchange Offer of Senior Notes I, II, III, IV and Perpetual Notes.

(m)   Issuance of Perpetual Notes by Gol Finance on April 5, 2006 to finance aircraft purchase and repayment of loans.

(n)    Term Loan issued by Gol LuxCo on August 31, 2016 for aircraft purchases and bank repayment of loans, with backstop guarantee from Delta Airlines. For further information, see Note 11.6.

(o)    Loan obtained with PK Finance, with a guarantee of four engines, as described Note 17.2.

 

Total debt includes issuance costs of R$80,025 (R$97,433 as of December 31, 2016) which will be amortized over the term of the related debt.

 

As of September 30, 2017, the maturities of long-term debt, except long-term financial lease agreements, were as follows:

 

 

Parent Company

 

2018

2019

2020

2021

2021 onwards

Without maturity date

Total

Foreign currency (US$):

 

 

 

 

 

 

 

Senior  Notes II

-

-

367,712

-

-

-

367,712

Senior Notes III

-

-

-

-

66,151

-

66,151

Senior Notes IV

-

-

-

-

866,199

-

866,199

Senior Notes V

43,640

-

-

-

-

-

43,640

Senior Notes VI

-

-

-

120,551

-

-

120,551

Senior Notes VII

-

-

-

-

51,759

-

51,759

Perpetual Notes

-

-

-

-

-

487,558

487,558

Term Loan

-

-

923,723

-

-

-

923,723

Total

43,640

-

1,291,435

120,551

984,109

487,558

2,927,293

 

 

 

Consolidated

 

2018

2019

2020

2021

2021 onwards

Without maturity date

Total

Local currency :

 

 

 

 

 

 

 

Debentures VI

400,000

610,630

-

-

-

-

1,010,630

Foreign currency (US$):

 

 

 

 

 

 

 

J.P. Morgan

7,523

12,371

-

-

-

-

19,894

Engine Facility (Cacib)

4,150

16,600

16,600

102,854

-

-

140,204

ExIm (Cacib)

 2,765

 5,142

 -  

 -  

 -  

 -  

 7,907

PK Finance

1,919

7,999

8,464

8,978

50,139

-

77,499

Senior  Notes II

-

-

367,712

-

-

-

367,712

Senior Notes III

-

-

-

-

66,151

-

66,151

Senior Notes IV

-

-

-

-

866,199

-

866,199

Senior Notes V

43,640

-

-

-

-

-

43,640

Senior Notes VI

-

-

-

120,551

-

-

120,551

Senior Notes VII

-

-

-

-

51,759

-

51,759

Perpetual Notes

-

-

-

-

-

419,655

419,655

Term Loan

-

-

923,723

-

-

-

923,723

Total

459,997

652,742

1,316,499

232,383

1,034,248

419,655

4,115,524

 

 

 

48


 

Notes to the interim financial information

September 30, 2017

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

 

The fair value of debt as of September 30, 2017 is as follows:

 

 

Parent Company

 

Consolidated

 

Book value (***)

Market value

 

Book value (***)

Market value

Senior  Notes and Perpetual Notes (*)

 2,040,721

 1,952,451

 

 1,972,818

 1,890,675

Debentures (**)

 -  

 -  

 

 1,010,630

 1,090,048

Term Loan (**)

 928,800

 955,551

 

 928,800

 955,551

Other

 -  

 -  

 

 536,457

 578,685

Total

 2,969,521

 2,908,002

 

 4,448,705

 4,514,959

 

(*) Fair value obtained through current market quotations.

(**) Fair value obtained through internal method valuation.

(***) The book value are presented are net of interest and issue costs.

 

17.1.   Covenants

 

As of September 30, 2017, long-term debt (excluding perpetual notes and finance leases) that amounted to R$3,695,869 (R$3,664,376 as of December 31, 2016) is subject to restrictive covenants, including but not limited to those that require the Company to maintain liquidity requirements and interest expenses coverage.

 

The Company has restrictive covenants on the Term Loan 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. As of September 30, 2017, the Company did not have collateral deposits linked to the contractual limits of the Term Loan. As of September 30, 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 every six months and the next measurement will occur at the end of the second half of 2017. Accordingly, as of September 30, 2017, the Company was in compliance with the Debenture covenants.

 

17.2.  New issuances of loans and financing obtained in the period ended September 30, 2017

 

Import financing (Finimp): The Company, through its subsidiary GLA, obtained new funding in the period and renegotiated the maturities of the agreements, with the issue of promissory notes as collateral for these transactions, which are part of a credit line maintained by the Company for import financing in order to purchase spare parts and aircraft equipment. The funding operations during the nine-month period ended September 30, 2017 are as follows:

 

Issuance

Bank

Principal amount

Interest

Maturity

date

(US$)

(R$)

rate (p.a.)

date

01/13/2017

Banco do Brasil

5,245

16,619

6.13%

01/05/2018

 

02/01/2017

Banco do Brasil

8,595

27,233

6.15%

01/28/2018

 

02/10/2017

Banco do Brasil

4,815

15,256

6.14%

02/05/2018

 

04/20/2017

Banco do Brasil

4,274

14,139

6.20%

04/16/2018

 

05/31/2017

Banco Safra

5,407

17,889

4.85%

05/29/2018

 

06/26/2017

Banco do Brasil

9,638

31,885

5.95%

06/21/2018

 

06/26/2017

Banco Safra

4,571

15,121

5.17%

06/21/2018

 

06/30/2017

Banco do Brasil

10,436

34,526

5.85%

06/28/2018

 

06/30/2017

Banco do Brasil

7,823

25,879

5.85%

06/28/2018

 

 

 

 

49


 

Notes to the interim financial information

September 30, 2017

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

 

 

Engine maintenance financing (J.P. Morgan): On January 11, 2017, the subsidiary GLA obtained a credit line drawn by issuing Guaranteed Notes for engine maintenance services with Delta Air Lines. The amount of credit line of R$33,129 (US$10,456 on the transaction date), with issuance costs amounting R$1,802 (US$560 on the transaction date). On August 1, 2017, the subsidiary GLA obtained a new credit line of the same contract, in the amount of R$32,992 (US$10,414 on the transaction date), with issuance costs totaling R$1,628 (US$514 on the transaction date). Both credit lines have quarterly amortization and interest payments, and a financial guarantee from Ex-Im Bank.

 

Financing of Wi-Fi Kits (Cacib): On August 11, 2017, the subsidiary GLA obtained a credit line for the installation of Wi-Fi technology with GOGO INC., by issuance of Guaranteed Notes, amounted to R$19,353 (US$6,109 on the transaction date), with quarterly amortization and interest payments, issuance costs of R$1,165 (US$367 on the transaction date) and a financial guarantee from Ex-Im Bank.

 

PK Finance: On August 31, 2017, the Company obtained funding with a guarantee of four own engines in the amount of R$84,902 (US$26,800 on the transaction date), with issuance costs amounting R$512 (US$161 on the transaction date).

 

The other existing loans and financing of the Companhy have not been affected by contractual alterations during the nine-month period ended September 30, 2017.

 

17.3. Early termination of debt during the nine-month period ended September 30, 2017

 

In the period ended September 30, 2017, the subsidiary Smiles Fidelidade fully repaid its debt with Banco Safra, and the portion of the debt recorded as noncurrent was  repaid in advance. As a result, the oustanding issuance costs of R$438 and the fine for the early termination of the loan in the amount of R$137 were fully recorded in the financial result.

 

17.4.   Finance leases

 

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

 

 

Consolidated

 

09/30/2017

12/31/2016

2017

79,826

 350,883

2018

319,467

 328,931

2019

305,973

 307,027

2020

256,095

 267,885

2021

215,086

 227,204

Thereafter

417,966

 407,729

Total minimum lease payments

1,594,413

  1,889,659

Less total interest

(122,281)

 (171,647)

Present value of minimum lease payments

1,472,132

  1,718,012

Less current portion

(252,646)

 (266,894)

Noncurrent portion

1,219,486

 1,451,118

 

 

 

50


 

Notes to the interim financial information

September 30, 2017

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

 

 

The discount rate used to calculate present value of the minimum lease payments was 4.07% as of September 30, 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 September 30, 2017, amounts of withdrawals for the repayment at maturity date of the lease agreements totaled R$235,350 (R$217,065 as of December 31, 2016) and are recorded in non-current debt.

 

 

 

51


 

Notes to the interim financial information

September 30, 2017

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

 

 

18.     Suppliers

 

 

Consolidated

 

09/30/2017

12/31/2016

     

Local currency suppliers

904,188

766,860

Foreign currency suppliers

393,333

344,654

Forfaiting (a)

67,531

-

Total

1,365,052

1,111,514

     

Current

1,225,366

1,097,997

Noncurrent

139,686

13,517

 

(a)    The Company has operations with Banco Santander that allow suppliers to receive their rights in advance. This type of operation does not change the existing commercial conditions between the Company and its suppliers. Obligations to suppliers have a longer payment term and a discount rate of 1.25% p.m.

 

19.      Taxes payable

 

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

PIS and COFINS

504

33

34,415

 89,332

ICMS installments

-

-

-

 4,852

Installment payments - PRT and PERT

-

-

55,517

-

Withholding income tax on salaries

36

-

21,389

 29,519

ICMS

-

-

44,696

 43,226

Tax on import

-

-

3,454

 3,454

IRPJ and CSLL payable

-

-

10,449

12,489

Other

84

86

5,725

 6,105

 Total

624

119

175,645

188,977

 

 

 

 

 

Current

624

119

115,610

146,174

Noncurrent

-

-

60,035

 42,803

 

Adherence to Brazilian Tax Regularization Program (PRT and PERT)

 

On March 10 and September 19, 2017, the subsidiary GLA adhered to PRT and PERT, pursuant to Provisional Presidential Decree No. 766 of January 4, 2017 and 783 of May 31, 2017, including tax debts owed to the Brazilian Federal Tax Authorities, which matured on November 30, 2016 (PRT) and April 30, 2017 (PERT).

 

Under the PRT, GLA chose to pay 76% of its debt by using of tax loss carryforwards and the remaining 24% in 24 monthly installments adjusted based on the SELIC interest rate as of the month it adhered to the program.

 

Under the PERT, GLA chose to pay 7.5% of the principal amount, 10% of interest and 50% of fines, in five installments, and settled the remaining amount with tax losses carryforward.

 

 

 

52


 

Notes to the interim financial information

September 30, 2017

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

 

The breakdown of the debt included in the installment payment programs is as follows:

 

 

09/30/2017

IPI on customs import (a)

92,153

PIS and COFINS (a)

98,491

PIS and COFINS on financial income (c)

76,980

Income and social contribution taxes (a)

23,372

Other (a)

4,655

Total debt

  295,651

Reductions in interest and fines (d)

 919

Use of tax loss es carryforward (b)

 225,069

Amount paid in installments

 69,663

 

(a)      Recorded under “Administrative expenses” in “Others, net”, see Note 25.2.

(b)     See Note 9.2.

(c)      Debt included in May 2017, after the PRT and PERT adoption.

(d)     Reduction of 90% in interest and 50% in fines to PERT.

 

20.     Advance ticket sales

 

As of September 30, 2017, the balance of Advance ticket sales classified in current liabilities was R$1,371,517 (R$1,185,945 as of December 31, 2016) and is represented by 5,288,979 tickets sold and not yet used (4,447,824 as of December 31, 2016) with an average use of 60 days (46 days as of December 31, 2016).

 

21.     Mileage program

 

As of September 30, 2017, the balance of Smiles loyalty program deferred revenue was R$770,350 (R$781,707 as of December 31, 2016) and R$189,415 (R$219,325 as of December 31, 2016) classified in current and noncurrent liabilities, respectively.

 

22.     Provisions

 

 

Consolidated

 

Insurance provision

Provision for aircraft and

engine return (a)

Provision for legal proceedings (b)

Total

Balances as of December 31, 2016

 742

 583,941

 205,532

 790,215

Additional provisions recognized (a)

 -  

 32,439

 122,038

154,477

Utilized provisions (b)

 -  

 (63,413)

 (126,664)

(190,077)

Foreign exchange rate variation, net

 (1)

 (17,627)

 -  

 (17,628)

Balances as of September 30, 2017

 741

 535,340

 200,906

736,987

 

 

 

 

 

As of December 31, 2016

 

 

 

 

Current

 742

 65,760

 -  

 66,502

Noncurrent

 -  

 518,181

 205,532

 723,713

Total

 742

 583,941

 205,532

 790,215

 

 

 

 

 

As of September 30, 2017

 

 

 

 

Current

741

5,767

-

6,508

Noncurrent

-

529,573

200,906

730,479

Total

741

535,340

200,906

736,987

 

 

 

53


 

Notes to the interim financial information

September 30, 2017

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

 

 

(a) The additions of provisions for aircraft and engine return also include present value adjustment effects.

(b) The provisions recorded include write-offs due to the revision of estimates and processes settled.

 

(a)      Provision for aircraft and engine return

 

The provision for aircraft and engine return considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure the aircraft without purchase option as described in the return conditions of the lease contracts, and which is capitalized in property, plant and equipment (aircraft reconfigurations/overhauling).

 

(b)    Provision for legal proceedings

 

As of September 30, 2017, the Company and its subsidiaries are parties to 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 the succession of former Varig S.A. obligations). 

 

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, labor and taxes suits, whose likelihood of loss is assessed as probable are as follows:

 

 

09/30/2017

12/31/2016

Civil

67,406

73,356

Labor

132,920

132,163

Taxes

580

13

Total

200,906

205,532

 

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

 

There are other civil and labor lawsuits assessed by management and its legal counsel as possible risk of loss, in the estimated amount of R$33,903 for civil claims and R$112,067 for labor claims as of September 30, 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 September 30, 2017:

 

·          GLA is discussing the non-incidence of the additional 1% COFINS rate on the imports of aircraft and parts, amounting R$47,814 (R$39,428 as of December 31, 2016). The Company’s 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 flight transportation companies.

 

 

54


 

Notes to the interim financial information

September 30, 2017

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

 

·          Tax on Services (ISS), the amount of R$20,750 (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 involves discussions of factual and evidential materials, and has no final positioning of the Superior Courts.

·          Customs Penalty in the amount of R$59,343 (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$102,758 (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 opinion from the Superior Courts.

·          GLA’s goodwill in the amount of R$78,424 (R$72,687 as of December 31, 2016) resulted from 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 had been discussing the non-incidence of taxation of PIS and COFINS on revenues generated by interest attributable to shareholders’ equity related to the years from 2006 to 2008, paid by its subsidiary GTA Transportes Aéreos S.A., succeeded by GLA on September 25, 2008. However, due to a recent unfavorable decision in a similar case, the Company reclassified the likelihood of loss in this case from possible to probable. As a result, the Company will adhere to PERT (Special Tax Regularization Program) after the Federal Government signs Provisional Presidential Decree 783/17 into Law. Given that the Company is awaiting the Provisional Presidential Decree to be effectively signed into Law, the amount of R$35,504 (*) has been temporarily recorded in the “Other liabilities” line under current liabilities and will be reclassified to “Taxes payable” as soon as said MP is signed into Law. Additionally, the Company maintains escrow deposits with Bic Banco with a partial guarantee on the lawsuit of R$32,338 as disclosed in Note 6, which will be redeemed after the installment payment is fully settled. As of December 31, 2016, the amount assessed as possible loss was R$57,793.

 

·          Tax on Industrialized Products (“IPI”): 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  this tax  in the Tax Regularization Program (PRT),  see Note 19, given that decisions in similar proceedings have not been favorable.

 

There are other lawsuits that the Company’s M anagement and its legal counsels assesses as possible risk of loss, in the estimated amount of R$59,028 (R$39,113 as of December 31, 2016) which added to the lawsuits mentioned above, totaled R$368,117 as of September 30, 2017 (R$436,861 as of  December 31, 2016).

 

(*) Net value of benefits granted in the installment payment.

 

 

55


 

 

Notes to the interim financial information

September 30, 2017

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

 

23.     Equity

 

23.1.  Capital stock

 

As of September 30, 2017, the Company’s capital stock was R$3,081,287 and represented by 5,238,665,293 shares, comprised by 5,035,037,140 common shares and 203,628,153 preferred shares. The Fundo de Investimento em Participações Volluto is the Company’s controlling shareholder, which is equally controlled by Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino.

 

The Company’s shares are held as follows:

 

 

09/30/2017

 

12/31/2016

 

Common

Preferred

Total

 

Common

Preferred

Total

Fundo Volluto

100.00%

33.81%

61.19%

 

100.00%

33.88%

61.28%

Delta Air L ines, Inc.

-

16.15%

9.47%

 

-

16.19%

9.48%

Treasury shares

-

0.14%

0.08%

 

-

0.44%

0.26%

Other

-

1.20%

0.70%

 

-

1.11%

0.65%

Free float

-

48.70%

28.56%

 

-

48.38%

28.33%

 Total

100.00%

100.00%

100.00%

 

100.00%

100.00%

100.00%

 

The authorized capital stock as of September 30, 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.

 

On August 8, 2017, the Company approved a capital increase of R$1,177,  from the subscription of 244,185 preferred shares as a result of the exercise of stock options.

 

As of September 30, 2017, the Company recorded R$1,492 under “ Shares to be issued ”, related to the exercise of 230,581 stock options. The capital increase was approved on October 17, 2017.

 

23.2. Dividends

 

The Company’s By-laws provide for a mandatory minimum dividend to be paid to common and preferred shareholders, at least 25% of annual adjusted net income after compensation of accumulated losses and allocation to reserves in accordance with the Brazilian Corporate Law.

 

23.3.  Treasury shares

        

During the nine-month period ended September 30, 2017, the Company transferred 615,181 restricted shares to its beneficiaries (535,398 restricted shares in the nine-month period ended September 30, 2016).

 

 

 

56


 

Notes to the interim financial information

September 30, 2017

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

 

As of September 30, 2017, the Company had 278,612 treasury shares, totaling R$4,168, with a market value of R$3,719 (893,793 treasury shares, totaling R$13,371 in treasury shares, with a market value of R$4,129 as of December 31, 2016).

 

24.     Revenue

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Passenger transportation

2,472,003

   2,166,945

6,785,999

6,529,429

Cargo

89,149

       79,634

253,461

233,064

Mileage revenue

187,088

     161,684

592,313

444,964

Other revenue (*)

153,475

     159,394

482,373

482,932

Gross revenue

2,901,715

   2,567,657

8,114,146

7,690,389

 

 

 

 

 

Related tax

(183,780)

(166,238)

(516,374)

(487,088)

Net revenue

2,717,935

   2,401,419

7,597,772

7,203,301

 

(*) Of the total amount, R$100,593 and R$317,476 in the three and nine-month periods ended September 30, 2017, respectively (R$102,045 and R$313,139 in the three- and nine-month periods ended September 30, 2016, respectively), consist of revenues from unused passenger tickets, reissued tickets and cancellation of flight tickets.

 

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

 

Revenue by geographical location is as follows:

 

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

09/30/2017

%

09/30/2016

%

09/30/2017

%

09/30/2016

%

Domestic

2,345,153

86.3

    2,066,977

86.1

6,456,570

85.0

    6,073,409

84.3

International

       372,782

13.7

334,442

13.9

    1,141,202

15.0

    1,129,892

     15.7

Net revenue

    2,717,935

100.0

   2,401,419

100.0

7,597,772

100.0

   7,203,301

100.0

 

 

25.     Operating costs, selling and administrative expenses

 

25.1. Parent Company

 

 

Three-month period ended

Nine-month period ended

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

Total

%

Total

%

Total

%

Total

%

Salaries (a)

(1,368)

 12.7

 (842)

(3.3)

(4,527)

 17.7

 (2,147)

(0.9)

Services provided

(2,797)

 25.9

1,644

6.4

(8,942)

 35.1

 (4,185)

(1.7)

Sale-leaseback transactions (b)

(1,989)

 18.4

22,981

89.6

(5,966)

 23.4

235,563

97.5

Other operating income (expenses), net

(4,649)

 43.0

1,855

7.3

(6,077)

 23.8

12,398

5.1

 

(10,803)

100.0

25,638

100.0

(25,512)

100.0

241,629

100.0

 

25.2. Consolidated

 

 

Three-month period ended 09/30/2017

  

Cost of services provided

Selling expenses

Administrative expenses

Other operating expenses

Total

%

Salaries (a)

 (308,041)

 (12,874)

 (158,306)

 -  

 (479,221)

20.0

Aircraft fuel

(699,260)

 -  

 -  

 -  

(699,260)

29.2

Aircraft rent

 (229,163)

 -  

 -  

 -  

 (229,163)

9.6

Maintenance, material and repairs

 (90,208)

 -  

 -  

 -  

 (90,208)

3.8

Passenger costs

 (109,254)

 -  

 -  

 -  

 (109,254)

4.6

Services provided

(70,216)

 (65,212)

 (71,220)

 -  

 (206,648)

8.6

Sales and marketing

 -  

 (162,751)

 -  

 -  

 (162,751)

6.8

Landing fees

 (168,458)

 -  

 -  

 -  

 (168,458)

7.0

Depreciation and amortization

 (133,429)

 -  

 (2,878)

 -  

 (136,307)

5.7

Sale-leaseback transactions (b)

 -  

 -  

 -  

 (1,989)

 (1,989)

 0.1

Other operating expenses, net (c)

 (20,343)

 (10,421)

(80,89 1 )

 -  

(111,65 5 )

4.6

Total costs and expenses

(1,828,372)

 (251,258)

(313,295)

 (1,989)

(2,394,914)

 100

 

 

 

57


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

Three-month period ended 09/30/2016

  

Cost of services provided

Selling expenses

Administrative expenses

Other operating revenues

Total

%

Salaries (a)

 (282,860)

 (10,064)

 (86,948)

 -  

 (379,872)

 17.5

Aircraft fuel

 (668,117)

 -  

 -  

 -  

 (668,117)

 30.8

Aircraft rent

 (266,139)

 -  

 -  

 -  

 (266,139)

 12.3

Maintenance, material and repairs

 (104,349)

 -  

 -  

 -  

 (104,349)

 4.8

Passenger costs

 (122,895)

 -  

 -  

 -  

 (122,895)

 5.7

Services provided

 (54,681)

 (54,904)

 (59,724)

 -  

 (169,309)

 7.8

Sales and marketing

 -  

 (136,728)

 -  

 -  

 (136,728)

 6.3

Landing fees

 (169,918)

 -  

 -  

 -  

 (169,918)

 7.8

Depreciation and amortization

 (77,201)

 -  

 (23,643)

 -  

 (100,844)

 4.7

Sale-leaseback transactions (b)

 -  

 -  

 -  

 22,279

 22,279

 (1.0)

Other operating revenue

(expenses), net

 (103,552)

 (3,394)

22,079

 13,303

(71,564)

 3.3

Total costs and expenses

 (1,849,712)

 (205,090)

(148,236)

 35,582

(2,167,456)

 100.0

 

 

 

Nine-month period ended 09/30/2017

  

Cost of services provided

Selling expenses

Administrative expenses

Other operating expenses

Total

%

Salaries (a)

 (923,305)

 (37,207)

 (314,382)

 -  

 (1,274,894)

 18.2

Aircraft fuel

(2,064,800)

 -  

 -  

 -  

(2,064,800)

 29.5

Aircraft rent

 (712,609)

 -  

 -  

 -  

 (712,609)

 10.2

Maintenance, material and repairs

 (310,605)

 -  

 -  

 -  

 (310,605)

 4.4

Passenger costs

 (324,902)

 -  

 -  

 -  

 (324,902)

 4.6

Services provided

(238,402)

 (169,807)

 (201,666)

 -  

(609,875)

 8.7

Sales and marketing

 -  

 (404,714)

 -  

 -  

 (404,714)

 5.8

Landing fees

 (487,963)

 -  

 -  

 -  

 (487,963)

 7.0

Depreciation and amortization

 (352,460)

 -  

 (9,411)

 -  

 (361,871)

 5.2

Sale-leaseback transactions (b)

 -  

 -  

 -  

(5,966)

(5,966)

 0.1

Other operating expenses, net (c)

 (191,776)

 (29,075)

(217,236)

 -  

(438,087)

 6.3

Total costs and expenses

(5,606,822)

 (640,803)

(742,695)

 (5,966)

(6,996,286)

 100.0

 

 

 

Nine-month period ended 09/30/2016

  

Cost of services provided

Selling expenses

Administrative expenses

Other operating revenues

Total

%

Salaries (a)

 (898,931)

        (30,731)

              (246,848)

-

 (1,176,510)

 17.6

Aircraft fuel

 (2,016,678)

                  -  

                           -  

-

     (2,016,678)

 30.1

Aircraft rent

 (876,529)

                  -  

                           -  

-

        (876,529)

 13.1

Maintenance, material and repairs

 (389,750)

                  -  

                           -  

-

        (389,750)

 5.8

Passenger costs

(360,974)

                  -  

                           -  

-

(360,974)

 5.4

Services provided

 (172,326)

(185,885)

 (195,703)

-

(553,914)

 8.3

Sales and marketing

-

     (387,478)

                           -  

-

        (387,478)

 5.8

Landing fees

 (516,699)

                  -  

                           -  

-

        (516,699)

 7.7

Depreciation and amortization

 (302,093)

                  -  

                (23,665)

-

        (325,758)

 4.9

Sale-leaseback transactions (b)

-

                  -  

                           -  

235,563

         235,563

 (3.5)

Other operating expenses, net

(254,275)

(23,574)

(40,991)

(12,687)

(331,527)

4.8

Total operating costs and expenses

(5,788,255)

(627,668)

(507,207)

222,876

    (6,700,254)

 100

 

 

 

58


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

(a)      The Company recognizes compensation paid to members of the Audit Committee and the Board of Directors in the "Salaries" line item.

(b)     In the nine-month period ended September 30, 2017, the amount of R$5,966 is related to deferred net losses from sale-leaseback aircraft traded between 2006 and 2009 (net gain of R$240,436 arising from 7 aircraft transactions, comprising the change of finance lease lessors of 6 aircraft and one aircraft sale-leaseback transaction in the amount of R$4,873 related to deferred net losses with aircraft traded between 2006 and 2009, in the nine-month period ended September 30, 2016).

(c)   Relates to tax contingencies included in the PRT program, see Note 19, classified as “Administrative expenses”.

 

 

 

 

59


 

Notes to the interim financial information

September 30, 2017

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

 

26.     Financial income (expenses)

 

 

Parent Company

 

Three-month period ended

Nine-month period ended

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

Financial income

 

 

 

 

G ain  from derivatives

11,675

-

11,675

-

Gain from short-term investments

968

 6,496

3,011

 9,397

Monetary variation

324

 581

1,650

 1,611

(-) Taxes on financial income (a)

(572)

 (147)

(1,095)

 (800)

Gain from the exchange offer

-

286,799

-

286,799

Interest on loan agreement

17,621

-

54,629

-

Other

-

22,936

-

65,086

Total financial income

30,016

316,665

69,870

362,093

 

 

 

 

 

Financial expenses

 

 

 

 

Losses from derivatives

-

-

(581)

-

Interest on short and long-term debt

(69,500)

 (71,829)

(194,534)

 (241,651)

Bank charges and expenses

(12,005)

 (13,059)

(17,850)

 (36,063)

Other (b)

(40,235)

(7,434)

(46,137)

(11,051)

Total financial expenses

(121,740)

(92,322)

(259,102)

  (288,765)

 

 

 

 

 

Exchange rate variation, net

66,744

 8,809

42,738

 634,171

 

 

 

 

 

Total

(24,980)

 233,152

(146,494)

 707,499

           

 

Consolidated

 

Three-month period ended

Nine-month period ended

 

 

09/30/2017

09/30/2016

09/30/2017

09/30/2016

 

Financial income

 

 

 

 

 

Gain from derivatives

33,520

 27,126

34,867

 72,678

 

Gain from short-term investments

22,777

 33,769

71,675

 121,706

 

Monetary variation

4,055

 2,883

12,080

 8,939

 

Interest income

1,128

 862

17,086

 3,464

 

(-) Taxes on financial income (a)

(5,650)

 (4,886)

(16,314)

 (15,576)

 

Gain from the exchange offer

-

286,799

-

286,799

 

Other

1,756

5,608

5,728

11,007

 

Total financial income

57,586

352,161

125,122

489,017

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

Losses from derivatives

(1,305)

 (159,295)

(26,643)

 (268,008)

 

Interest on short and long-term debt

(168,108)

 (197,140)

(573,688)

 (613,759)

 

Bank charges and expenses

(27,136)

 (21,714)

(43,605)

 (85,355)

 

Monetary variation

(698)

 (651)

(2,436)

 (2,974)

 

Other (b)

(70,464)

(38,637)

(125,402)

(88,189)

 

Total financial expenses

(267,711)

(417,437)

(771,774)

(1,058,285)

 

 

 

 

 

 

 

Exchange rate variation, net

238,849

 (35,588)

150,496

 1,397,703

 

 

 

 

 

 

 

Total

28,724

(100,864)

(496,156)

828,435

 

 

(a) Relative to taxes on financial income (PIS and COFINS), according to Decree 8,426 of April 1, 2015.

(b) Includes the partial amount regarding the accrued interest in the amount of R$23,345 related to provisions for PIS and COFINS payments on interest on shareholders' equity, through the adherence to PERT, see Note 19.

 

 

 

60


 

Notes to the interim financial information

September 30, 2017

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

 

 

27.     Segments

 

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

 

The accounting policies of the operating segments are the same as those applied to the interim financial 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 Fidelidade, and the non-controlling interests of Smiles was 47.3% as of September 30, 2017 and 46.2% as of December 31, 2016.

 

The information below presents the summarized financial position related to reportable segments as of September 30, 2017 and December 31, 2016:

 

27.1. Assets and liabilities of the operating segments

 

 

09/30/2017

 

Flight
transportation

Smiles loyalty
program

Combined
information

Eliminations

Total
consolidated

Assets

 

 

 

 

 

Current

1,575,800

1,618,882

3,194,682

(911,455)

2,283,227

Noncurrent

6,673,299

479,316

7,152,615

(545,808)

6,606,807

Total assets

8,249,099

2,098,198

10,347,297

(1,457,263)

8,890,034

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

4,894,119

1,039,886

5,934,005

(816,153)

5,117,852

Noncurrent

6,893,387

204,510

7,097,897

(190,387)

6,907,510

Total equity (deficit)

(3,538,407)

853,802

(2,684,605)

(450,723)

(3,135,328)

Total liabilities and equity (deficit)

8,249,099

2,098,198

10,347,297

(1,457,263)

8,890,034

 

 

 

12/31/2016

 

Flight
transportation

Smiles loyalty
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

 

 

 

 

61


 

Notes to the interim financial information

September 30, 2017

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

 

 

27.2. Revenues and results of the operating segments

 

 

09/30/2017

 

Flight transportation

Smiles loyalty program (d)

Combined information

Eliminations

Total consolidated

Net revenue

 

 

 

 

 

Passenger (a)

6,317,001

-

6,317,001

260,635

6,577,636

Cargo and other (a)

525,095

-

525,095

(41,383)

483,712

Mileage revenue (a)

-

1,325,814

1,325,814

(789,390)

536,424

Cost of services provided (b)

(5,420,304)

(693,912)

(6,114,216)

507,394

(5,606,822)

Gross profit

1,421,792

631,902

2,053,694

(62,744)

1,990,950

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

Selling expenses

(617,858)

(68,050)

(685,908)

45,105

(640,803)

Administrative expenses (c)

(689,737)

(56,252)

(745,989)

3,294

(742,695)

Other operating income (expenses), net

(5,966)

(3,435)

(9,401)

3,435

(5,966)

 

(1,313,561)

(127,737)

(1,441,298)

51,834

(1,389,464)

 

 

 

 

 

 

Equity results

331,639

-

331,639

(331,379)

260

 

 

 

 

 

 

Financial income (expenses)

 

 

 

 

 

Financial income

102,269

157,657

259,926

(134,804)

125,122

Financial expenses

(905,162)

(2,038)

(907,200)

135,426

(771,774)

Exchange rate variation, net

151,378

(884)

150,494

2

150,496

 

(651,515)

154,735

(496,780)

624

(496,156)

 

 

 

 

 

 

Income (loss) before income taxes

(211,645)

658,900

447,255

(341,665)

105,590

 

 

 

 

 

 

Income and social contribution taxes

225,092

(21,279)

203,813

4,939

208,752

Net income for the period

13,447

637,621

651,068

(336,726)

314,342

 

 

 

 

 

 

Net income attributable to equity holders of the parent

13,447

336,726

350,173

(336,726)

13,447

Net income attributable to  non-controlling interests of Smiles

-

300,895

300,895

-

300,895

 

 

 

62


 

Notes to the interim financial information

September 30, 2017

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

 

 

09/30/2016

 

Flight transportation

Smiles loyalty program

Combined information

Eliminations

Total consolidated

Net revenue

 

 

 

 

 

Passenger (a)

 6,099,711

 -  

 6,099,711

 229,446

 6,329,157

Cargo and other (a)

 547,280

 -  

 547,280

 (780,864)

 (233,584)

Mileage revenue (a)

 -  

 1,098,687

 1,098,687

 9,041

 1,107,728

Cost of services provided (b)

 (5,676,987)

 (565,886)

 (6,242,873)

 454,618

 (5,788,255)

Gross profit

 970,004

 532,801

 1,502,805

 (87,759)

 1,415,046

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

Selling expenses

 (556,591)

 (64,565)

 (621,156)

 (6,512)

 (627,668)

Administrative expenses (c)

 (540,927)

 (46,473)

 (587,400)

 80,193

 (507,207)

Other operating income (expenses), net

 221,902

 (1,368)

 220,534

 2,342

 222,876

 

 (875,616)

 (112,406)

 (988,022)

 76,023

 (911,999)

 

 

 

 

 

 

Equity results

 200,967

 (5,359)

 195,608

 (200,323)

 (4,715)

 

 

 

 

 

 

Financial income (expenses)

 

 

 

 

 

Financial income

452,535

 157,963

610,498

(121,481)

489,017

Financial expenses

(1,180,012)

 (143)

(1,180,155)

121,870

(1,058,285)

Exchange rate variation, net

 1,390,494

 7,212

 1,397,706

 (3)

 1,397,703

 

 663,017

 165,032

 828,049

 386

 828,435

 

 

 

 

 

 

Income before income taxes

958,372

580,068

1,538,440

(211,673)

1,326,767

 

 

 

 

 

 

Income and social contribution taxes

 (3,976)

 (193,406)

 (197,382)

 3,162

 (194,220)

Net income for the period

954,396

386,662

1,341,058

(208,511)

1,132,547

 

 

 

 

 

 

Net income attributable to equity holders of the parent

954,396

 208,511

1,162,907

(208,511)

954,396

Net income attributable to non-controlling interests of Smiles

-

178,151

178,151

-

178,151

 

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

(b)    Includes depreciation and amortization expenses of R$352,460 in the nine-month period ended September 30, 2017, comprised by R$342,772 in flight transportation and R$9,688 in the Smiles loyalty program (R$296,206 and R$5,887 in the nine-month period ended September 30, 2016, respectively).

(c)    Includes depreciation and amortization expenses in the amount of R$9,411 in the nine-month period ended September 30, 2017, allocated to the following segments: R$9,059 for flight transportation and R$352 for the Smiles loyalty program (R$23,665 for flight transportation in the period ended September 30, 2016).

(d)    Includes Smiles S.A.’s six-month result before the incorporation, on July 1, 2017, and Smiles Fidelidade’s three-month result.

 

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

 

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

 

 

63


 

 

Notes to the interim financial information

September 30, 2017

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

 

28.     Commitments

 

As of September 30, 2017, the Company had 120 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. As of September 30, 2017, the approximate amount of firm orders, not including contractual discounts, was R$44,948,050 (US$14,188,147), and are segregated according to the following years:

 

 

Consolidated

 

09/30/2017

12/31/2016

2018

-

 1,787,388

2019

2,836,273

 2,917,833

2020

4,346,192

 4,471,172

2021

5,935,939

6,106,634

Thereafter

31,829,646

32,749,402

Total

44,948,050

48,032,429

 

As of September 30, 2017, from the total orders mentioned above, the Company had the amount of R$6,442,782 (US$2,033,706) related to advances for aircraft acquisition, to be disbursed in accordance with the following schedule:

 

 

Consolidated

 

09/30/2017

12/31/2016

2017

70,322

 286,829

2018

466,933

 483,518

2019

758,886

 658,930

2020

812,115

 835,468

2021

816,380

839,856

Thereafter

3,518,146

3,619,940

Total

6,442,782

6,724,541

 

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

 

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

 

The Company leases its entire aircraft fleet through a combination of operating and finance leases. As of September 30, 2017, the total fleet leased was comprised of 120 aircraft, of which 89 were under operating leases and 31 were recorded as finance leases. During the nine-month period ended September 30, 2017, the Company returned 10 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.

 

As of September 30, 2017, the Company recorded operating lease installments in the amount of R$145,349, of which R$57,975 under current liabilities and R$87,374 under noncurrent liabilities (R$7,233 was recorded under current liabilities as of December 31, 2016).

 

 

64


 

Notes to the interim financial information

September 30, 2017

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

 

 

On February 14, 2017, the Company entered in 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 this agreement, AWAS undertakes to carry out all necessary disbursements to pay for advances based on the disbursement schedule of the aircraft acquisition agreement. Under the same agreement, the Company shall act as a guarantor for the transaction if AWAS fails to comply with the commitments established in such agreements.

 

28.1.         Operating leases

 

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

 

 

Consolidated

 

09/30/2017

12/31/2016

2017

203,717

 857,747

2018

801,396

 839,343

2019

861,601

 889,940

2020

839,484

 873,692

2021

699,849

745,719

Thereafter

1,727,029

2,040,284

Total minimum lease payments

5,133,076

  6,246,725

 

28.2. Sale-leaseback transactions

 

In the nine-month period ended September 30, 2017, the Company did not enter in additional sale-leaseback transactions (net gain of R$235,563 arising from 7 aircraft transactions from sale-leaseback transactions in the nine-month period ended September 30, 2016).

 

Additionally, the Company also has balances of deferred losses from transactions carried out between 2006 and 2009, in the amount of R$5,966 (R$9,959 on December 31, 2016), recorded under “Other liabilities”.

 

29.  Financial instruments and risk management

 

Operational activities expose the Company and its subsidiaries to market risk (fuel prices, foreign currency and interest rate), credit risk and liquidity risk. These risks can be mitigated by using exchange swap derivatives, futures and options contracts based on oil, U.S. dollar and interest markets.

 

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 Committee sets guidelines and limits, monitors controls, including mathematical models used to continuously monitoring exposures and possible financial effects, and also prevents the execution of speculative financial instruments transactions.

 

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 protected  consider the financial risks and the costs for such protection and are determined and reviewed at least quarterly in line with Risk Policy Committee strategies. The results from operations and the application of risk management controls are part of monitoring process by the Risk Committee and have been satisfactory to the proposed objectives.

 

The description of the consolidated account balances and the categories of financial instruments included in the statements of financial position as of September 30, 2017 and December 31, 2016 is as follows:

 

 

 

65


 

 

Notes to the interim financial information

September 30, 2017

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

 

 

 

 

Measured at fair value through profit or loss

Loans and

receivables (financing) (c)

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Assets

 

 

 

 

Cash and cash equivalents (a)

181,881

269,797

420,324

292,410

Short-term investments (a)

298,010

431, 233

-

-

Restricted cash

256,079

168,769

-

-   

Derivative assets

29,654

3,817

-

 -  

Trade receivables

-

 -

961,756

760,237

Deposits (b)

-

 -  

640,565

756,810

Other assets 

-

 -  

123,944

118,058

 

 

 

 

 

Liabilities

 

 

 

 

Debt

-

 -

5,920,837

6,379,220 

Suppliers

-

 -

1,365,052

1,111,514

Derivative liabilities

35,141

89,211

-

-

Share loan liabilities

106,976

-

-

-

Operating leases

-

-

145,349

7,233

 

(a)      The Company manages its financial investments to pay its short-term operational expenses.

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

(c)      Items classified as amortized cost refer to credits, debt with private institutions which, in any early settlement, there are no substantial alterations in relation to the values recorded, except the amounts related to Perpetual Bonds and Senior Notes, as disclosed in Note 17. The fair values approximate to the book values, according to the short-term maturity period of these assets and liabilities. During the nine-month period ended September 30, 2017, there was no change on the classification between categories of the financial instruments.

 

In the nine-month period ended September 30, 2017, the Company entered into a share loan transaction with third-party companies on the Stock Exchange totaling R$106,976. Under this transaction, the shares borrowed were recorded under “Share loan liabilities” and adjusted by the closing price at the last trading session. Under the terms of this transaction, the Company shall pay a fixed monthly fee for the duration of the transaction, which will be recorded directly in the financial result. At the end of the transaction term, in December 2017, the Company shall return the number of shares borrowed to the holder of the shares. To carry out this transaction, the Company provided a collateral equivalent to 1,293,500 Smiles shares as guarantee for initial margin, as required by the B3 for this type of transaction.

 

In order to minimize the volatility caused by the shares borrowed, the Company also entered into an equity forward derivative using the same number of shares traded under the share borrowed from third-party companies, setting a fixed price for the settlement date. On September 30, 2017, this transaction was recorded under “Derivative assets”.

 

As of September 30, 2017 and December 31, 2016, the Company did not have financial assets classified as available for sale.

 

The Company's derivative financial instruments were recognized as follows:

 

 

66


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

 

Fuel

Interest rate

Equity forward

Total

Derivative  assets (liabilities)  as of

December 31, 2016 (*)

3,817

 (89,211)

-

 (85,394)

Fair value variations

 

 

 

 

Net gains recognized in profit or loss

18,560

-

11,094

29,654

Losses recognized in other comprehensive income (loss)

-

(1,776)

-

(1,776)

Settlements (payments received) during the period

(3,817)

55,846

-

52,029

Derivative assets  (liabilities) as of

September 30, 2017 (*)

18,560

(35,141)

11,094

(5,487)

 

 

 

 

 

 

Fuel

Interest rate

Equity forward

Total

Changes in other comprehensive income (loss)

 

 

 

 

Balances as of December 31, 2016

-

  (147,229)

-

  (147,229)

Fair value adjustments during the period

-

(1,776)

-

(1,776)

Net reversal to profit or loss

-

30,185

-

30,185

Balances as of September 30, 2017

-

(118,820)

-

(118,820)

 

 

 

 

 

Effects on profit or loss

18,560

(30,185)

11,094

(531)

 

 

 

 

 

Recognized in operating income

-

(8,755)

-

(8,755)

Recognized in financial income

18,560

(21,430)

11,094

8,224

 

(*)   Classified as "Derivatives" rights or obligations, if assets or liabilities.

 

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 (IAS 39). As of September 30, 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 ,  see Note 6.

 

29.1. Market risks

 

a)    Fuel risk

 

The aircraft fuel prices fluctuates due to the volatility of the price of crude oil by product price fluctuations. To mitigate the risk of fuel price the Company held the purchase option (call and put) attached to WTI , as of September 30, 2017 . In the nine-month period ended September 30, 2017 and 2016, the Company did not hold derivatives operations designated as “hedge accounting”.

 

b)    Foreign currency risk

 

Foreign risk derives from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. On September 30, 2017, the Company had no outstanding derivative financial instruments (the Company recognized a loss on foreign exchange derivatives in the amount of R$44,615 for the nine-month period ended September 30, 2016). The Company does not hold derivatives operations designated as hedge accounting

 

 

67


 

 

Notes to the interim financial information

September 30, 2017

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

 

The Company’s foreign currency exposure is summarized below:

        

 

Parent Company

Consolidated

 

09/30/2017

12/31/2016

09/30/2017

12/31/2016

Assets

 

 

 

 

Cash, equivalents, short-term investments and restricted cash

13,746

49,646

295,444

548,792

Trade receivables

-

-

85,212

104,800

Deposits

13,201

-

640,565

756,810

Derivatives

11,094

-

29,654

3,817

Other

-

-

-

10,184

Total assets

38,041

49,646

1,050,875

1,424,403

 

 

 

 

 

Liabilities

 

 

 

 

Short and long-term debt

2,969,521

3,261,714

3,438,075

3,596,379

Finance lease

-

-

1,472,132

1,718,012

Foreign currency suppliers

625

604

393,333

344,654

Derivatives

-

-

35,141

89,211

Operating leases

-

-

145,349

7,233

Total liabilities

2,970,146

3,262,318

5,484,030

5,755,489

 

 

 

 

 

Exchange exposure

2,932,105

3,212,672

4,433,155

4,331,086

 

 

 

 

 

Commitments not recorded in the statements of financial position

 

 

 

 

Future commitments resulting from operating leases

-

-

5,133,076

6,246,725

Future commitments resulting from firm aircraft orders

44,948,050

48,032,429

44,948,050

48,032,429

Total

44,948,050

48,032,429

50,081,126

54,279,154

 

 

 

 

 

Total foreign currency exposure - R$

47,880,155

51,245,101

54,514,281

58,610,240

Total foreign currency exposure - US$

15,113,685

15,723,697

17,207,791

17,983,566

Exchange rate (R$/US$)

3.1680

 3.2591

3.1680

3.2591

 

The Company’s foreign currency exposure mainly comprises U.S. dollar rate.

 

c)    Interest rate risk

 

The Company is mainly exposed to lease transactions indexed to variations in the Libor rate until the aircraft is received. To mitigate such risks, the Company has derivative financial instruments of interest rate (Libor) swaps. During the nine-month period ended September 30, 2017, the Company recognized a total loss with interest hedging transactions in the amount of R$30,185 (gain of R$142,634 as of September 30, 2016).

 

As of September 30, 2017 and December 31, 2016, the Company and its subsidiaries had interest rate swap derivatives recorded as hedge accounting.

 

29.2. Credit risk

 

The credit risk is inherent in the Company’s operating and financing activities, mainly represented by cash and cash equivalents, short-term investments and trade receivables. Financial assets classified as cash, cash equivalents and short-term investments are deposited with counterparties rated investment grade or higher by S&P or Moody's (between AAA and AA-), pursuant to risk management policies. The financial institutions in which the Company concentrates more than 10% of its total financial assets are Itaú and Banco do Brasil. Other assets are diluted among other financial institutions, pursuant to the Company’s risk policy.  Trade receivables 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.  

 

 

68


 

Notes to the interim financial information

September 30, 2017

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

 

 

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. The Company's obligation is to evaluate counterparty risk involved in financial instruments and periodically diversify its exposure.

 

29.3. Liquidity risk

 

The Company is exposed to two distinct forms of liquidity risk: (i) market prices, which varies in accordance with the types of assets and markets where they are traded are traded, and (ii) cash flow liquidity risk related to difficulties in meeting the 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 term.

 

The schedule of financial liability hold by the Company's consolidated financial liabilities on September 30, 2017 is as follows:

 

 

Less than 6 months

6 - 12

months

1 - 5

years

More than

5 years

Total

Short and long-term debt

305,679

280,148

3,500,460

 1,834,550

5,920,837

Suppliers

1,224,175

1,191

137,810

1,876

1,365,052

Derivative liabilities

35,141

 -  

 -  

-

35,141

Share loan liabilities

106,976

 -  

 -  

 -  

106,976

Operating leases

57,975

-

87,374

-

145,349

As of September 30, 2017

1,729,946

281,339

3,725,644

1,836,426

7,573,355

 

 

 

 

 

 

Short and long-term debt

499,542

 335,748

2,654,007

 2,889,923

6,379,220

Suppliers

1,097,997

 -  

13,517

 -  

1,111,514

Derivative liabilities

89,211

 -  

 -  

 -  

 89,211

Operating leases

3,215

4,018

-

-

7,233

As of December 31, 2016

1,689,965

339,766

2,667,524

2,889,923

7,587,178

 

29.4. Capital management

 

The Company seeks alternatives to capital in order to meet its operational needs, aiming a capital structure that takes into account suitable parameters for the financial costs, the maturities of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net debt, including short and long-term debt. The table below shows the Company’s capital management as of September 30, 2017 and December 31, 2016:

 

 

69


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

Consolidated

 

09/30/2017

12/31/2016

 Total short and long-term debt

5,920,837

6,379,220

 (-) Cash and cash equivalents

(602,205)

(562,207)

 (-) Short-term investments

(298,010)

(431,233)

 (-) Restricted cash

(256,079)

(168,769)

A - Net debt

4,764,543

5,217,011

B – Total deficit

(3,135,328)

(3,356,751)

C = (B + A) - Total capital and net debt

1,629,215

1,860,260

 

29.5. Sensitivity analysis of financial instruments

 

The sensitivity analysis of financial instruments has been prepared in accordance with CVM Instruction 475/08 in order to estimate the impact on fair value of financial instruments entered 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 presented do not necessarily reflect the amounts to be reported in future financial statements. The use of different methodologies and/ or assumptions may have a material effect on the estimates presented.

.

The tables below show the sensitivity analysis of foreign currency exposure, derivatives positions and interest rate on September 30, 2017 to market risks considered relevant by Management. In the tables, positive values are displayed as net asset exposures (assets higher than liabilities) and negative values are exposed liabilities (liabilities greater than assets).

 

Parent Company

 

a)    Foreign currency risk

 

As of September 30, 2017, the Company adopted the closing exchange rate of R$3.1680/US$1.00 as a likely scenario. The table below shows the sensitivity analysis and the effect on profit or loss of exchange rate fluctuations in the exposure amount of the period as of September 30, 2017:

 

 

Exchange rate

Effect on profit or loss

Net liabilities exposed to the risk of appreciation of the U.S. dollar (R$3.1680/US$1.00)

3.1680

(2,932,105)

Dollar depreciation (-50%)

1.5840

1,466,053

Dollar depreciation (-25%)

2.3760

733,026

Dollar appreciation (+25%)

3.9600

(733,026)

Dollar appreciation (+50%)

4.7520

(1,466,053)

 

 

 

70


 

Notes to the interim financial information

September 30, 2017

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

 

b)    Risk factor of stock volatility

 

As of September 30, 2017, the Company holds a share transaction with a term derivative attached to the transaction, in order to neutralize the risk of volatility of the shares leased in the market. The table below shows the sensitivity analysis and the effect on the Company’s profit or loss of the volatility of the rented shares and the term derivatives of shares:

 

 

Market value of

the stock lease

Term

derivative (*)

Net effect on the result (**)

Net liability exposed to stock appreciation risk (R$13.35)

106,976

106,976

11,094

Stock depreciation (-50%)

 53,488

 (53,488)

-

Stock depreciation (-25%)

 80,232

 (80,232)

-

Stock appreciation (+25%)

 133,720

 (133,720)

-

Stock appreciation (+50%)

 160,464

 (160,464)

-

 

(*) Corresponds to the amount protected by the term derivative of shares.

(**) The net effect on the profit or loss corresponds to the derivative contracted to hedge the stock volatility in the period. As a result, there is no net effect on the profit or loss of the contracted derivative.

 

Consolidated

 

a)    Fuel risk

 

The Company and its subsidiaries contract crude oil derivatives (WTI, Brent) and its byproducts (Heating Oil) to hedge fluctuations in jet fuel prices. Historically, oil prices are highly correlated with aircraft fuel prices.

 

 

 

71


 

Notes to the interim financial information

September 30, 2017

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

 

 

 

4Q17

1Q18

2Q18

3Q18

Total 12M

Percentage of fuel exposure hedged

46%

10%

10%

4%

22%

Amount in barrels (thousand barrels)

 359,375

 75,000

 75,000

 31,250

 1,931,250

Future rate agreed per barrel (US$)

52.08

51.28

51.35

51.6

51.70

Total in Brazilian reais

59,298,030

12,184,128

12,200,760

5,108,400

316,285,596

 

b)    Foreign currency risk

 

As of September 30, 2017, the Company adopted the closing exchange rate of R$3.1680/US$1.00 as likely scenario. The table below shows the sensitivity analysis and the effect on profit or loss of exchange rate fluctuations in the exposure amount of the period as of September 30, 2017:

 

 

Exchange rate

Effect on profit/loss

Net liabilities exposed to the risk of appreciation of the U.S. dollar (R$3.1680/US$1.00)

3.1680

(4,433,155)

Dollar depreciation (-50%)

1.5840

2,216,577

Dollar depreciation (-25%)

2.3760

1,108,289

Dollar appreciation (+25%)

3.9600

(1,108,289)

Dollar appreciation (+50%)

4.7520

(2,216,577)

 

c)    Interest rate risk

 

As of September 30, 2017, the holds financial investments and financial liabilities indexed to several rates, and position in Libor derivatives. Its sensitivity analysis of non-derivative financial instruments it was considered the impacts on yearly interest of the exposed values as of September 30, 2017 (see Note 17) that were exposed to fluctuations in interest rates, as the scenarios below show. The amounts show the impacts on profit or loss according to the scenarios presented below:

 

 

Financial debt net of

short-term investments (a)

Derivatives (c)

Risk

Increase in

the CDI rate

Decrease in the Libor rate

Decrease in the Libor rate

Reference rates

7.93%

1.47%

1.47%

Exposure amount (probable scenario) (b)

(91,243)

(174,917)

(5,487)

Possible adverse scenario (+25%)

(14,444)

(3,214)

(101)

Remote adverse scenario (+50%)

(17,333)

(3,857)

(121)

 

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

(b)     Balances recorded on September 30, 2017.

(c)      Derivatives contracted to hedge the Libor rate variation embedded in the agreements for future delivery of aircraft.

 

Measurement of the fair value of financial instruments

 

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

 

 

72


 

Notes to the interim financial information

September 30, 2017

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

 

 

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

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

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

 

The following table shows a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their related classifications of the valuation method, as of September 30, 2017 and December 31, 2016:

 

 

 

09/30/2017

12/31/2016

 

Fair value

level

Book

value

Fair

value

Book

value

Fair

value

Cash and cash equivalents

Level 2

181,881

181,881

269,797

269,797

Short-term investments

Level 1

  9 8, 975

  9 8, 975

41,104

41,104

Short-term investments

Level 2

 199,035

 199,035

390,129

390,129

Restricted cash

Level 2

 256,079

 256,079

168,769

168,769

Derivatives assets

Level 2

 29,654

 29,654

3,817

3,817

Derivatives liabilities

Level 2

(35,141)

(35,141)

(89,211)

(89,211)

Share loan liabilities

Level 2

 (106,976)

 (106,976)

-

-

 

30.     Insurance

 

As of September 30, 2017, insurance coverage by nature, considering the aircraft fleet and related to the maximum reimbursable amounts indicated in U.S. dollars, along with Smiles’ insurance coverage, is as follows:

 

Aviation

In thousands of

Brazilian Reais

In thousands of U.S. dollars

GLA

 

 

Guarantee - hull/war

11,975,040

3,780,000

Civil liability per event/aircraft (*)

2,376,000

750,000

Inventories (local) (*)

665,280

210,000

Smiles

 

 

Rent insurance (Rio Negro – Alphaville complex)

1,014

-

D&O liability insurance

50,000

-

Fire insurance (Property insurance Rio Negro – Alphaville complex)

9,025

-

 

(*)   Values per incident and annual aggregate.

 

Pursuant to Law No. 10,744 of October 9, 2003, the Brazilian government assumed the commitment to complement any civil-liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which GLA may be required to pay, for amounts exceeding the limit of the insurance policies effective since September 10, 2001, limited to the amount in Brazilian Reais equivalent to US$1.0 billion.

 

73

 


SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date:  November 8 , 2017
 
GOL LINHAS AÉREAS INTELIGENTES S.A.
By:

/S/ Richard Freeman Lark Junior


 
Name: Richard Freeman Lark Junior
Title:   Investor Relations Officer
 

 

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.


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