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.
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.
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.
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$).
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.
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.
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.
|
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
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.
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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