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 May 2020

(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 registrant’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___

 

 


 

       

 

 

 

 

 

 

Individual and Consolidated

Preliminary Quarterly Information, Without Independent Auditors’ Limited Review Report  

 

 

The preliminary quarterly information as of and for the three-month period ended March 31, 2020, without independent auditors’ limited review report is part of the (appendix) Earnings Release First Quarter 2020.

 

 

GOL Linhas Aéreas Inteligentes S.A.

March 31, 2020

 

 

 

 

 


 

Gol Linhas Aéreas Inteligentes S.A.

 

Individual and Consolidated Preliminary Quarterly Information, without Independent Auditors’ Limited Review Report 

 

March 31, 2020

 

 

 

 

Contents

 

 

Balance sheets

03

Income statements

05

Statements of Comprehensive Income

06

Statements of Changes in Shareholders’ Equity

07

Statements of Cash Flows

08

Statements of Value Added

10

Notes to the individual and consolidated preliminary quarterly information

11

 

 

 

 

 

 


 

Gol Linhas Aéreas Inteligentes S.A.

 

NOTICE TO THE USERS OF THE PRELIMINARY QUARTERLY INFORMATION – PARENT COMPANY AND CONSOLIDATED WITHOUT INDEPENDENT AUDITORS’ LIMITED REVIEW REPORT  

 

 

The preliminary quarterly information as of and for the three-month period ended March 31, 2020 contained herein has not been subject to a limited review by GOL's independent auditors. The complete quarterly Information for the first quarter of 2020 is still under review by the Company's independent auditors and will be released after the completion of the relevant work by the independent auditors.

 

As the complete quarterly information are still subject to review by GOL's independent auditors, the preliminary quarterly information for the first quarter of 2020 is subject to adjustments and changes, which may cause the results, performances or events hereby disclosed to be substantially different from those to be reported in the company's complete quarterly information to be released after the issuance of the limited review report by the Company’s independent auditors. Notwithstanding, GOL does not anticipate that adjustments or changes to the information disclosed herein will be necessary.

 

 


 

Balance sheets

(without independent auditors’ limited review report)

March 31, 2020 and December 31, 2019

(In thousands of Reais - R$)

 

 

   

Parent company

Consolidated

Assets

Note

03/31/2020

12/31/2019

03/31/2020

12/31/2019

   

(Unaudited)

 

(Unaudited)

 

Current assets

         

Cash and cash equivalents

6

438,663

1,016,746

659,027

1,645,425

Short-term investments

7

514

673

1,133,502

953,762

Amounts receivable

1,3

446,942

-

446,942

-

Restricted cash

8

6,545

6,399

1,059,579

304,920

Trade receivables

9

-

-

791,841

1,229,530

Inventories

10

-

-

215,780

199,213

Recoverable taxes

11

6,686

5,163

205,227

309,674

Derivative assets

34,2

-

-

-

3,500

Advance to suppliers and third Parties

13

48

37

187,328

142,338

Other assets                  

 

66,297

79,587

172,386

139,015

Total current assets

 

965,695

1,108,605

4,871,612

4,927,377

 

 

 

 

 

 

Noncurrent

 

 

 

 

 

Restricted cash

9

-

-

140,195

139,386

Deposits

14

129,070

112,502

2,411,796

1,968,355

Advance to suppliers and third parties

13

-

-

48,665

48,387

Recoverable taxes

11

17,538

22,449

417,403

174,142

Deferred taxes

12

54,618

56,903

58,102

59,809

Other credits and amounts

 

-

-

4,033

991

Related parties

28

4,921,516

3,440,701

-

-

Derivative assets

34,2

14,127

143,969

14,127

143,969

Investments

15

545,817

501,986

1,254

1,254

Property, plant and equipment

16

541

240,379

5,884,464

6,058,101

Intangible assets

17

-

-

1,773,176

1,776,675

Total noncurrent assets

 

5,683,227

4,518,889

10,753,215

10,371,069

 

 

 

 

 

 

Total

 

6,648,922

5,627,494

15,624,827

15,298,446

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

3


 

Balance sheets

(without independent auditors’ limited review report)

March 31, 2020 and December 31, 2019

(In thousands of Reais - R$)

 


 

 

Parent company

Consolidated

Liabilities

Note

03/31/2020

12/31/2019

03/31/2020

12/31/2019

   

(Unaudited)

 

(Unaudited)

 

Current liabilities

         

Loans and financing

18

1,636,180

1,359,547

3,208,438

2,543,039

Leases

19

-

-

1,781,432

1,404,712

Suppliers

20

16,834

19,116

1,272,819

1,286,275

Suppliers - forfaiting

21

-

-

781,600

554,467

Salaries

 

34

137

406,595

396,010

Taxes payable

22

1,691

4,261

113,940

116,523

Landing fees

 

-

-

779,939

728,339

Advance ticket sales

23

-

-

1,604,106

1,966,148

Mileage program

 

-

-

1,124,633

1,009,023

Advances from customers

 

-

-

19,691

16,424

Provisions

24

-

-

270,327

203,816

Derivatives

34,2

-

-

702,604

9,080

Other liabilities

 

-

-

68,316

128,744

Total current liabilities

 

1,654,739

1,383,061

12,134,440

10,362,600

 

 

 

 

 

 

Noncurrent liabilities

 

 

 

 

 

Loans and financing

18

5,720,569

5,235,593

6,315,251

5,866,802

Leases

19

-

-

5,637,222

4,648,068

Suppliers

20

-

-

56,203

10,142

Provisions

24

-

-

1,342,356

1,053,240

Mileage program

 

-

-

217,342

171,651

Deferred taxes

12

-

-

260,900

244,041

Taxes payable

22

-

-

21

84

Related parties

28

454,889

163,350

-

-

Derivatives

34,2

-

-

65,597

11,270

Provision for loss on investment

15

9,832,633

6,498,660

-

-

Other liabilities

 

23,393

23,501

34,940

35,965

Total noncurrent liabilities

 

16,031,484

11,921,104

13,929,832

12,041,263

 

 

 

 

 

 

Equity (deficit)

 

 

 

 

 

Capital stock

25,1

3,008,178

3,008,178

3,008,178

3,008,178

Capital increase

 

727

584

727

584

Treasury shares

25,2

(102,543)

(102,543)

(102,543)

(102,543)

Capital reserves

 

230,751

225,276

230,751

225,276

Equity valuation adjustments

 

(889,042)

188,247

(889,042)

188,247

Accumulated losses

 

(13,285,372)

(10,996,413)

(13,285,372)

(10,996,413)

Deficit attributable to equity holders of the parent company

 

(11,037,301)

(7,676,671)

(11,037,301)

(7,676,671)

 

 

 

 

 

 

Non-controlling interest (NCI)

 

-

-

597,856

571,254

Total deficit

 

(11,037,301)

(7,676,671)

(10,439,445)

(7,105,417)

 

 

 

 

 

 

Total liabilities and deficit

 

6,648,922

5,627,494

15,624,827

15,298,446

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

4


 

Income Statements

(without independent auditors’ limited review report)

Quarters ended on March 31, 2020 and 2019

(In thousands of Reais - R$, except Basic and Diluted Earnings (Loss) per Share)

 

 

Income Statement

 

 

Parent company

Consolidated

 

Note

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Net revenue

 

 

 

 

 

Passenger

 

-

-

2,941,333

3,033,553

Cargo and other

 

-

-

206,394

177,255

Total net revenue

29

-

-

3,147,727

3,210,808

 

 

 

 

 

 

Cost of services provided

30

-

-

(2,579,910)

(2,302,137)

Gross profit

 

-

-

567,817

908,671

 

 

 

 

 

 

Operating income (expenses)

 

 

 

 

 

Selling expenses

 

-

-

(168,957)

(186,005)

Administrative expenses

 

(4,999)

(4,635)

(328,277)

(224,458)

Other income and expenses, net

 

376,308

18,145

954,838

7,924

Total operating expenses

30

371,309

13,510

457,604

(402,539)

 

 

 

 

 

 

Equity method investees

15

(2,217,639)

17,865

-

78

 

 

 

 

 

 

Income before financial income (Expense), exchange (variation) and income taxes

 

(1,846,330)

31,375

1,025,421

506,210

 

 

 

 

 

 

Financial results

 

 

 

 

 

Financial income

 

616,916

74,137

698,246

102,440

Financial expenses

 

(334,259)

(146,168)

(998,456)

(388,203)

Total financial results, net

31

282,657

(72,031)

(300,210)

(285,763)

 

 

 

 

 

 

Income before exchange rate variation, net

 

(1,563,673)

(40,656)

725,211

220,447

 

 

 

 

 

 

Exchange rate change, net

31

(721,263)

(15,029)

(2,943,404)

(115,332)

 

 

 

 

 

 

(Loss) income Before Income Taxes

 

(2,284,936)

(55,685)

(2,218,193)

105,115

 

 

 

 

 

 

Income taxes

 

 

 

 

 

Current

 

(1,048)

(1,913)

(24,273)

(40,048)

Deferred

 

(2,285)

25,291

(19,143)

(29,861)

Total income taxes

12

(3,333)

23,378

(43,416)

(69,909)

 

 

 

 

 

 

Net income (loss)  for the period before minority interests

 

(2,288,269)

(32,307)

(2,261,609)

35,206

 

 

 

 

 

 

Net income (loss)  attributable to:

 

 

 

 

 

Equity holders of the parent company

 

(2,288,269)

(32,307)

(2,288,269)

(32,307)

Non-controlling interest shareholders

 

-

-

26,660

67,513

 

 

 

 

 

 

Basic loss per share

26

 

 

 

 

Per common share

 

(0.184)

(0.003)

(0.184)

(0.003)

Per preferred share

 

(6.433)

(0.092)

(6.433)

(0.092)

 

 

 

 

 

 

Diluted loss per share

26

 

 

 

 

Per common share

 

(0.184)

(0.003)

(0.184)

(0.003)

Per preferred share

 

(6.433)

(0.092)

(6.433)

(0.092)

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

5


 

Statements of Comprehensive Income

(without independent auditors’ limited review)

Quarters ended on March 31, 2020 and 2019

(In thousands of Reais - R$)

 

 

Statement of comprehensive income

 

Parent company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited) 

 

 

 

 

 

 

Net income (loss)  for the period

(2,288,269)

 (32,307)

(2,261,609)

35,206

 

       

Other comprehensive income to be reclassified

       
         

Cash flow hedge, net of income tax and social contribution

(1,077,289)

 256,819

(1,077,289)

256,819

 

(1,077,289)

 256,819

(1,077,289)

 256,819

 

       

Total comprehensive income loss for the period

(3,365,558)

224,512

(3,338,898)

292,025

       

Comprehensive income loss attributable to:

     

Equity holders of the parent company

(3,365,558)

 224,512

(3,365,558)

 224,512

Non-controlling interest shareholders

-

 -

26,660

 67,513

 

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

6


 

Statements of Changes in Shareholders’ Equity

(without independent auditors’ limited review)  

Quarters ended on March 31, 2020 and 2019

(In thousands of Reais - R$)

 

DMPL

 

 

Parent company and consolidated

 

 

 

 

Capital

reserves

adjustments of equity valuation

 

 

 

 

 

 

Capital stock

Advance for future capital increase

Treasury shares

Premium

on transfer

of shares

Special premium reserve of subsidiary

Share-

based

payments

Cash flow hedge reserve

Post-employment benefit

Net gains from purchase/sale of non-controlling interest

Accumulated losses

Deficit attributable to equity holders of the parent company

Non-controlling interests

Total

Balances as of december 31, 2018

2,942,612

2,818

(126)

17,497

70,979

117,413

(500,022)

-

759,984

(8,396,567)

(4,985,412)

480,061

(4,505,351)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adoption of accounting standards

-

-

-

-

-

-

-

-

-

(2,482,573)

(2,482,573)

(256)

(2,482,829)

Adjusted balance as of january 1, 2019

 2,942,612

 2,818

 (126)

 17,497

 70,979

 117,413

 (500,022)

 

 759,984

 (10,879,140)

 (7,467,985)

 479,805

(6,988,180)

Other comprehensive income (loss), net

-

-

-

-

-

-

256,819

-

-

-

256,819

-

256,819

Capital Increase by stock options period

4,589

(2,306)

-

-

-

-

-

-

-

-

2,283

106

2,389

Stock options exercised

-

-

-

-

-

3,557

-

-

-

-

3,557

384

3,941

Effects of the change in interest in investment

-

-

-

-

-

-

-

-

(649)

-

(649)

649

-

Net loss for the period

-

-

-

-

-

-

-

-

-

(32,307)

(32,307)

67,513

35,206

Dividends and interest on shareholders’ equity paid by Smiles subsidiary

-

-

-

-

-

-

-

-

-

-

-

(8,249)

(8,249)

Balances as of march 31, 2019

2,947,201

512

(126)

17,497

70,979

120,970

(243,203)

-

759,335

(10,911,447)

(7,238,282)

540,208

(6,698,074)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of december 31, 2019

3,008,178

584

(102,543)

17,497

83,229

124,550

(530,043)

(41,045)

759,335

(10,996,413)

(7,676,671)

571,254

(7,105,417)

Other comprehensive income (loss), net

-

-

-

-

-

-

(1,077,289)

-

-

-

(1,077,289)

-

(1,077,289)

Net income (loss) for the period

-

-

-

-

-

-

-

-

-

(2,288,269)

(2,288,269)

26,660

(2,261,609)

Total comprehensive income (loss) for the period

-

-

-

-

-

-

(1,077,289)

-

-

(2,288,269)

(3,365,558)

26,660

(3,338,898)

Capital increase by stock options period

-

143

-

-

-

-

-

-

-

-

143

-

143

Stock options

-

-

-

-

-

5,005

-

-

-

-

5,005

(58)

4,947

Effects of the change in Interest in investment

-

-

-

-

470

-

-

-

-

(690)

(220)

-

(220)

Balances as of march 31, 2020 (Unaudited)

3,008,178

727

(102,543)

17,497

83,699

129,555

(1,607,332)

(41,045)

759,335

(13,285,372)

(11,037,301)

597,856

(10,439,445)

 

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

7


 

Statements of Cash Flows

(without independent auditors’ limited review)

Quarters ended on March 31, 2020 and 2019

(In thousands of Reais - R$)

 

 

DFC

 

Parent company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Net income (loss)  for the period

(2,288,269)

(32,307)

(2,261,609)

35,206

Adjustments to reconcile net income (loss)  to net cash flows from Operating activities

 

 

 

 

Depreciation and amortization

-

-

528,036

405,577

Provision (reversal) for expected credit losses

-

-

2,518

(6,986)

Provision for legal proceedings

-

-

74,502

47,103

Provision for inventory obsolescence

-

-

45

22

Recovery of one-off credits

-

-

(126,675)

-

Deferred taxes

2,285

(25,291)

19,143

29,861

Equity method investees

2,217,639

(17,865)

-

(78)

Share-based payments

-

3,557

4,947

3,941

Recovery of expenses

-

 

(309,980)

-

Sale-leaseback

-

-

(112,590)

-

Actuarial losses from post-employment benefits

-

-

4,750

-

Foreign exchange, net

1,229,175

14,276

3,588,432

132,817

Interest income

(3,045)

 

(11,657)

 

Interest on loans and financing and leases

81,041

63,811

304,163

260,297

Losses from investment funds

-

-

233,812

-

Provision for aircraft and engine return

-

-

31,906

-

Provision for maintenance reserve

-

-

53,871

-

Result of derivatives recognized

148,500

(30,093)

130,200

(9,030)

Unrealized hedge results - ESN

(575,357)

-

(575,357)

-

Change in contractual term of leases

-

-

(20,968)

-

Provision for labor obligations

-

-

70,461

2,392

Disposals of property, plant and equipment and intangible assets

108,538

3,301

15,478

2,196

Others

-

-

(2,209)

(50,458)

Adjusted net income

920,507

(20,611)

1,641,219

852,860

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

Trade receivables

-

-

449,475

36,102

Short-term investments

3,204

92,015

(11,775)

93,502

Inventories

-

-

(16,612)

(6,888)

Deposits

(2,248)

(4,533)

(159,717)

(41,212)

Recoverable taxes

3,388

-

(12,139)

-

Suppliers

(2,104)

(142,775)

(54,202)

(227,717)

Suppliers – forfaiting

-

-

227,552

(35,549)

Advance from ticket sales

-

-

(362,042)

(336,175)

Mileage program

-

-

161,301

71,352

Advances from customers

-

-

3,267

(109,203)

Salaries

(103)

(327)

(59,876)

31,754

Landing fees

-

-

51,600

38,246

Taxes obligation

(12,836)

(1,002)

25,822

(38,485)

Obligations with derivative transactions

-

-

(329,438)

(64,197)

Advance to suppliers and third parties

(11)

-

(45,268)

-

Payments for lawsuits and aircraft return

-

-

(72,686)

(38,287)

Prepaid expenses

-

-

(38,308)

-

Other credits (obligations)

(1,345)

495,025

(44,748)

391,121

Interest paid

(207,971)

(144,156)

(234,352)

(189,624)

Income tax paid

(2,040)

-

(28,468)

(21,559)

Net cash flows from operating activities

698,441

273,636

1,090,605

406,041

 

 

 

 

 

Loan receivable from related parties

(985,402)

(414,611)

-

-

Short-term investments

-

-

(241,810)

29,868

Restricted cash

(146)

(1,238)

(839,593)

345,801

Receipt of dividends and interest on shareholders’ equity through subsidiary

15,002

8,203

-

-

Advances for property, plant and equipment acquisition, net

-

(13,202)

(56,851)

(2,131)

Acquisition of fixed assets

(5,662)

-

(232,457)

(99,901)

Acquisition of intangible assets

-

-

(18,610)

(20,782)

Net cash flows used in investing activities

(976,208)

(420,848)

(1,389,321)

252,855

 

 

 

 

 

 

8


 

Statements of Cash Flows

(without independent auditors’ limited review)

Quarters ended on March 31, 2020 and 2019

(In thousands of Reais - R$)

 

 

 

Parent company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Loans and financing issued, net of costs

-

1,169,010

60,975

1,208,246

Costs of borrowing and repurchasing securities

-

(47,065)

(819)

(48,829)

Loan and financing payments

(405,878)

-

(501,570)

(228,289)

Early payment of senior notes

-

(50,320)

 

(50,320)

Lease payments

-

-

(421,713)

(354,926)

(Payment) receipt of premium

-

(102,055)

21,800

(102,055)

Dividends and interest on shareholders’ equity paid to non-Controlling interests

-

-

(14,811)

(7,371)

Capital increase

-

1,771

-

1,771

Capital increase from non-controlling interests

-

-

-

106

Shares to be issued

143

512

143

512

Net cash flows (used in) from financing activities

(405,735)

971,853

(855,995)

418,845

 

 

 

 

 

Foreign exchange variation on cash held in foreign currencies

105,419

(15,352)

168,313

(23,290)

 

 

 

 

 

(Decrease) increase

in cash and cash equivalents

(578,083)

809,289

(986,398)

1,054,451

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

1,016,746

282,465

1,645,425

826,187

Cash and cash equivalents at the end of the period

438,663

1,091,754

659,027

1,880,638

 

 

 

 

 

 

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

9


 

Statements of Added Value

(without independent auditors’ limited review)

Quarter ended on March 31, 2020 and 2019

(In thousands of Reais - R$)

 

DVA

 

 

Parent company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited)

 

Revenues

 

 

 

 

Passengers, cargo and other

 -

-

3,267,055

3,351,958

Other operating income

 376,308

14,419

305,915

44,179

Allowance for doubtful accounts

 -

-

 (2,518)

6,986

 

 376,308

14,419

3,570,452

3,403,123

Inputs acquired from third parties (including ICMS and IPI)

 

 

 

 

Suppliers of aircraft fuel

 -

-

 (1,001,138)

(1,024,374)

Material, electricity, third-party services and others

 (3,424)

626

(176,154)

(651,129)

Aircraft insurance

 -

-

 (8,546)

(6,188)

Sales and marketing

(367)

-

 (118,012)

(140,103)

Gross added value

 372,517

15,045

2,266,602

1,581,329

 

 

 

 

 

Depreciation and amortization

 -

-

 (528,036)

(405,577)

Net added value produced (used) by the Company

 372,517

15,045

1,738,566

1,175,752

 

 

 

 

 

Value added received in transfer

 

 

 

 

Equity results

 (2,217,639)

17,865

 -

78

Financial income

 616,916

60,472

698,246

923,210

Total added value to be distributed (distributed)

 (1,228,206)

93,382

 2,436,812

2,099,040

 

 

 

 

 

Distribution of value added:

 

 

 

 

Salaries

770

958

 432,448

378,505

Benefits

-

-

 50,774

42,862

FGTS

-

-

 29,993

33,512

Personnel

770

958

 513,215

454,879

 

 

 

 

 

Federal taxes

3,771

(21,832)

 228,524

275,028

State taxes

 -

-

 4,964

4,740

Municipal taxes

 -

-

 1,331

1,001

Tax, charges and contributions

3,771

(21,832)

234,819

280,769

 

 

 

 

 

Interest and foreign exchange variation

 1,055,522

146,533

 3,929,575

1,313,946

Rent

 -

-

 19,669

14,176

Other

 -

30

 1,143

64

Third-party capital remuneration

 1,055,522

146,563

3,950,387

1,328,186

 

 

 

 

 

Net loss for the period

 (2,288,269)

(32,307)

 (2,288,269)

(32,307)

Net income for the period attributable to non- controlling interests

 -

-

 26,660

67,513

Remuneration of own capital

 (2,288,269)

(32,307)

 (2,261,609)

35,206

 

 

 

 

 

Total added value distributed

(1,228,206)

93,382

2,436,812

2,099,040

 

 

The accompanying notes are an integral part of the individual and consolidated preliminary quarterly information.

10


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

1.   Operating Context

 

Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GOL”) is a publicly-listed company incorporated on March 12, 2004, under the Brazilian Corporate Law. The Company’s bylaws provide that it has as its corporate purpose the exercise of share control of GOL Linhas Aéreas S.A. (“GLA”), which provides regular and non-scheduled air transportation services for passengers, and development of loyalty programs, among others.

 

The Company’s shares are traded on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and on the New York Stock Exchange (“NYSE”) under the ticker GOLL4 and GOL, respectively. The Company adopted Level 2 Differentiated Corporate Governance Practices from 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 applying differentiated corporate governance practices.

 

The Company’s corporate address is located at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

 

1.1      Actions and impacts resulting from the COVID-19 pandemic

 

The COVID-19 pandemic, which is seen by the World Health Organization as a “public health emergency of international interest,” has rapidly disseminated throughout the world, causing important disruptions in the global economic activity and starting an unprecedented crisis.

 

This crisis has significantly increased the uncertainty in the macroeconomic environment, and it will inevitably lead to global recession, according to the World Bank’s report named “The Economy in the Time of COVID-19,” published on April 12. In Brazil, a 5% GDP retraction is being expected in 2020, caused, above all, by weak external demand, lower oil prices, and sharp fall in the economic activity in order to contain the virus.

 

The measures taken in Brazil to reduce the speed of spread and dissemination of the disease include social distancing, travel restrictions and the closing of borders. As a result, the aircraft industry was one of the first and more affected sectors with regard to its operations and results. These impacts were immediate and severe.

 

To face this absolutely disruptive scenario, our Company, through its Executive Committee, which is made up of all management bodies, is attentively monitoring this situation and its developments; establishing financial and operational strategies; and defining how it can support the society. In a moment like this, our Company is willing to make all contributions possible by using the tools under its control. This said, our Management took the following actions:

 

1.1.1.  Adjustment of operations – Essential Network

 

On March 16, GOL started to reduce its capacity by 50% to 60% in the domestic market, and by 90% to 95% in the international market, in order to reflect the changes in the demand from Customers.

 

On March 24, as Brazilians were adopting responsible social distancing measures and avoiding travelling due to the pandemic, we adjusted our network again from 750 to 50 essential daily flights between the São Paulo International Airport, located in the city of Guarulhos, and all 26 state capitals and Brasília (“Essential Network”).

 

11


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

1.1.2.  Reduction in fixed and variable costs

 

·      Variable costs: as mentioned above, we reviewed our flight network as the end of March in order to ensure essential services in all Brazilian capitals and the federal district, which corresponded to a reduction of 93% in domestic flights, and a temporary interruption in all international flights, thus reducing the related variable costs;

·      Personnel Expenses: with effects expected as of April, the Company adopted measures aiming at a planned reduction of approximately 50% in payroll expenses and relevant charges, particularly with reduction of working hours and, consequently, a reduction of 35% in salaries of air service and ground service workers; negotiation to reduce the working hours of our crew by 50%; 40% reduction in the compensation of our officers; adoption of unpaid leave (LNR) by approximately 5.4 thousand employees (approximately 34% of our total staff), with these adoptions signed until March 31, 2020; and

In April, with effects expected as of May, we adopted the measures provided for in MP [Provisional Measure] 936/20, reducing the salaries of employees by 50%, the compensation of officers by 60%, and adopting the suspension of labor agreements of around 800 employees, in addition to the 5,400 employees previously mentioned.

·      Other expenses: suspension of expenses for advertising and publicity, and immediate interruption of projects of any nature that are not absolutely essential for the continuity of operations.

 

1.1.3.  Preservation and strengthening of our cash position and liquidity

 

·      Aircraft and engines lease: negotiation with key lessors on the postponement of payments for a period of 3 to 6 months, which should enable us to retain funds of approximately R$452.4 million;

 

·      Fuel costs: agreements with suppliers on the postponement of payments, which should be resumed in installments as of September 2020;

 

·      Personnel Expenses: interruption in the payment of profit sharing and bonuses for the year 2019, and in the payment of the advance of the 13th salary and vacation pay;

 

·      Investments: suspension of non-essential CAPEX, including the interruption of “pre-delivery payments (PDPs);

·      Engine maintenance services: postponement by 60 to 90 days of payments to suppliers;

·      Taxes, contributions and social charges – suspension of payment of federal taxes through the issue of a court injunction, and also as a result of the measures enacted by the Federal Government;

·      Other expenses and revenues: agreement on the refund of expenses incurred since grounding of 737MAX aircraft, with an immediate effect of R$447 million on cash (see note 1.3); and

·      Loans and financing: postponement of the R$148-million installment maturing in March 2020 to March 2022; obtainment of a waiver for all covenants maturing in 2020; and postponement of the maturity of working capital transactions scheduled for the first quarter of 2020.

 

12


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

1.1.4.  Support from the Government and regulatory bodies

 

·      Maintenance of receivables from air tickets: reduction in reimbursements and cancellations based on the Provisional Measure enacted by the Government, which provides for the rescheduling of flights within a period of up to 12 months;

 

·      Airport fees: change in the terms of payment of navigation and airport fees, which may be paid until December without penalties; and

·      Maintenance of slots – ANAC: (i) allowance for cancellation of slots as per the regularity index, valid until the end of October 2020, in line with a similar decision issued by other civil aviation organizations and authorities, such as the European Commission and FAA; and (ii) extension of 120 days for renewal of licenses.

 

1.1.5.  Impacts on the individual and consolidated preliminary quarterly information

 

As mentioned above, the impacts of the COVID-19 pandemic on the Company were immediate and severe, its main consequence being the adoption of the essential network. Below is presented a table summarizing the adjustments and reclassifications made in this preliminary quarterly information, as well as the details on each of these items and additional disclosures in the text below:

 

Description

 

Parent Company

Consolidated

    Adjustments

 

 

(Unaudited)

      Provision for cancellation of mileage exchange

 

-

(22,271)

        De-recognition of the cash flow hedge – fuel

 

-

(291,925)

        De-recognition of the cash flow hedge – revenues in US$

 

-

(290,346)

 

 

 

 

    Reclassifications

 

 

 

        Taxes to recover in the short- and long-term

 

-

61,020

 

 

 

 

As a link between the travel and tourism industries, our Smiles subsidiary is also being affected by the crisis, with impacts on its operations and results. The main effect was the reduction, in the first quarter of 2020, in the volume of redemption of miles accumulated by the participants of the Smiles Program, particularly regarding air tickets, hotel accommodation and car rental. In April, the Company also recorded cancellations, above the usual levels, of miles redeemed in previous months. Accordingly, a provision for cancellations, in the amount of R$22,271 was recorded as of March 31, 2020.

 

Additionally, as a result of the reduction in operations due to the adoption of the essential network, the Company derecognized cash flow hedging transactions, since it expects a drop in the fuel consumption previously estimated. Accordingly, the amount of R$291,925 was transferred from the “equity valuation adjustment” group, in shareholders’ equity, to the item “derivative losses” in financial income.

 

Also, as a result of the temporary interruption in all international flights, the Company also derecognized the hedge accounting transactions used for protecting future revenues in foreign currency (subject matter of the hedge), using lease agreements as hedge instruments. Accordingly, the amount of R$290,346 was transferred from the “equity valuation adjustment” group, in shareholders’ equity, to the item “exchange variation expenses” in financial income.

 

13


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

The expectations of realization of assets and liabilities were reviewed. As a result, the Company reclassified Recoverable taxes and contributions in the amount of R$61,020, since the realization of these assets will be postponed.

 

Another impact on the balance sheet was the lower performance of investment funds in the period. All activities and growth estimates were adjusted to negative figures.

 

It is important to note that, during this period, management maintained the Company’s investment policy, by investing in sovereign equity funds linked to the SELIC basic rate, and private credit fixed income funds with high liquidity and high quality.

 

With regard to lease balances payable as of March 31, 2020, short-term obligations in the amount of R$233,081 were renegotiated with creditors.

 

The Company has also conducted impairment tests in the balances of property, plant and equipment, goodwill and slots rights. No provision for impairment was recorded, as mentioned in notes 17 and 18.

 

The Company we have also carried out a detailed review of budget estimates for the current and coming years (“Business Plan”). Accordingly, we are able to evidence and conclude, based on the information available, that we have the conditions to continue operating and to fulfill our obligations according to the maturities that were renegotiated with our suppliers and creditors, as detailed in Note 1.2.

 

1.1.6.  Support to the Society, the Employees and the Customers

 

Passenger transportation services are essential for the society. We recognize our duty of care towards our audiences, and we are working closely to the authorities to help reduce the impact of COVID-19 on the population and the health services.

Regarding the flights in our essential network, we are taking extraordinary measures in addition to the strict sanitation standards of the civil aviation sector. Our aircraft are sanitized and disinfected on a daily basis.

The measures used include keeping the integrity and health of our employees as a priority. As from the second week of March, all administrative employees have been working remotely. The employees are being continuously monitored by the Company’s leadership and the People and Culture area, which manages our human resources.

 

In order to improve our Customer Assistance services in a period of high demand and uncertainty, we created specific communication channels on the coronavirus that are constantly updated. We reinforced our dedicated Customer Assistance team, giving priority to more urgent cases. This team helps customers with the reorganization of air ticket bookings with flexible conditions for changes in future flights.

 

Regarding the Smiles loyalty program, we have also improved the digital channels by deploying the free online cancellation self-service, which is available in our website and in the “Smiles Fidelidade” app, and our chat, for customers with optional GOL tickets. This system was developed internally in a record time.

 

Since the crisis may last for an undefined period and, thus, impact customers’ travel plans, our Smiles subsidiary announced that the effectiveness of the program’s categories is being postponed. Moreover, the current year is not being considered as base for requalification for the next year, since the analysis of downgrade of categories would take into account the accumulation of miles originated from stretches flown in the period from January to December 2020. This enables customers to gain more time within their categories, and take advantage of the benefits provided.

 

14


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

At the social level, as a contribution to and in recognition of those who fight COVID-19 on the frontline of the battle, the Company, in partnership with GLA, is now providing free transportation to health professionals, and in partnership with the subsidiary Smiles is now crediting miles for them to travel throughout Brazil to provide care to patients affected. At each GOL stretch flown, they receive 1,000 miles.

With the purpose of reducing the negative impacts of the COVID-19 crisis, Smiles Fidelidade has launched several initiatives to stimulate participants to use their miles in products offered by other partners, particularly retailers, through the Shopping Smiles program.

 

The Company’s most important commitment will continue to be the integrity and health of persons. Accordingly, we are strictly following the guidelines issued by WHO, and undertaking to do everything we can to face this turbulent period in the best way possible.

 

1.2  Capital structure and net current capital

 

As of March 31, 2020, the Company’s negative shareholders’ equity attributed to the controlling shareholders amounted to R$11,037,301 (R$7,676,671 on December 31, 2019), while the negative net current capital was R$7,262,828 (negative R$5,435,223 as of December 31, 2019).

 

The variation recorded in the three-month period ended March 31, 2020 is the result of a devaluation of approximately 30% of the Real against the US Dollar.

 

As shown in note 1.1, due to the outbreak of the COVID-19 pandemic, the Company took a series of measures in March and April 2020. In this period, we have also carried out a detailed review of budget estimates of its Business Plan. Accordingly, we are able to evidence and conclude, based on the information available, that we have the conditions to continue operating and to fulfill our obligations according to the maturities that were renegotiated with our suppliers and creditors.

 

The Management’s assessment considers the Company’s business plan that includes future actions planned by Management, as well as other relevant macroeconomic and aviation sector’s assumptions, such as the estimate of the US dollar exchange rate and aviation fuel prices. The Management’s assessment also assumes that the Company will adjust its fleet size to demand and match seat supply to demand, in order to maintain a high load factor, reduce costs and adjust its capital structure.

 

In accordance with the Management’s assessment, the consolidated current assets and the budget forecast of cash flows to be generated by the operation will be sufficient to meet the Company’s working capital and investment needs in the next 12 months.

 

Additionally, the Company has access to credit lines, should it be necessary.

The Company will continue to strengthen its balance sheet management and results in order to guarantee sustainability. Management believes that the business plan reviewed, presented and approved by the Board of Directors on April 30, 2020, demonstrates all elements required to continue as going concern.

 

15


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

Based on this assessment, the Management concluded that there are no material uncertainties related to the Company’s ability to continue operating; therefore, the financial statements have been prepared based on this assumption.

 

1.3. Grounding status of Boeing 737 MAX

 

On March 11, 2019, as a result of a second accident involving a Boeing 737 MAX 8 aircraft, and as SAFETY is GOL’s number one value, the Company’s Management decided to suspend the operation of its seven aircraft before being required to do so by the regulatory authorities.

 

As a result of this strategy, the Company quickly reconfigured its flight network in order to supply the capacity required to meet the new demand levels, through revised lease agreements. The aircraft downtime and additional efforts caused the Company to incur unplanned costs, including interline fares due to the relocation of passengers, accommodation, meals and other expenses for passengers, additional fuel consumption, airport tariffs and fees, salaries and charges related to overtime, payment for the lease of additional aircraft and negative publicity, causing disruption in the Company’s business.

 

The return of these aircraft is subject to authorization by the Brazilian regulatory authorities and destination countries, mainly Brazil and the United States of America.

 

As a consequence and in recognition of a long-lasting partnership, the Company reached an agreement with Boeing. The terms of the agreement are strictly confidential, but they aim at providing (a) compensation that addresses damages resulting from the aircraft grounding to date, and as a result of the non-delivery of aircraft, as set forth in the purchase agreements; (b) reduction in the number of firm commitments by 34 aircraft to 95 in total; (c) the flexibility to additionally adjust the number of aircraft; and (d) the flexibility to convert the existing orders for other Max-models.

 

In accordance with the accounting principles and standards in force, the amounts mentioned in the agreement were recognized in this quarterly financial information as follows: R$446,942 as “Receivables” in the current assets group, with counter-entries of R$136,962 in “advances for acquisition of property, plant and equipment” in fixed assets, since it is a repayment of “pre delivery payment” and R$309,980 recorded in the income statement, with R$63,041 as a result of exchange variation, R$193,503 as other income and expenses, net since it refers to a reimbursement of expenses incurred in prior years, and the remaining amount distributed in the other lines of the income statement. These amounts do not affect the statements of cash flow presented in this quarterly financial information.

 

The amount of R$446,942 was received in full by GOL on April 1, 2020.

 

Additionally, subject to future events, the Company will be entitled to credits with a present value of approximately R$1,9 billion to be invested in future acquisition of new aircraft, which, in turn, will reduce the amount of future depreciation and financial costs, since the credits will affect the present values of assets and liabilities related to use rights.

 

 

16


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

1.4. Ownership Structure

 

The corporate structure of the Company and its subsidiaries, on March 31, 2020, is shown below:

 

 

The Company’s ownership interest in the capital of its subsidiaries, as of March 31, 2020, is shown below:

 

Entity

Date of Incorporation

Location

Principal Activity

Type of Control

% of Interest
in the Capital Stock

03/31/2020

12/31/2019

Offshore Subsidiaries:

 

 

 

 

 

 

GAC

03/23/2006

Cayman Islands

Aircraft Acquisition

Direct

100,00

100,00

Gol Finance Inc.

03/16/2006

Cayman Islands

Fund-Raising

Direct

100,00

100,00

Gol Finance

06/21/2013

Luxembourg

Fund-Raising

Direct

100,00

100,00

Subsidiaries:

 

 

 

 

 

 

GLA

04/09/2007

Brazil

Flight Transportation

Direct

100,00

100,00

AirFim

11/7/2003

Brazil

Investment Fund

Indirect

100,00

100,00

Sul América Gol Max

01/14/2014

Brazil

Investment Fund

Indirect

100,00

100,00

Smiles Fidelidade

08/01/2011

Brazil

Loyalty Program

Direct

52,61

52,61

Smiles Viagens

08/10/2017

Brazil

Tourism Agency

Indirect

52,61

52,61

Smiles Fidelidade Argentina (a)

11/07/2018

Argentina

Loyalty Program

Indirect

52,61

52,61

Smiles Viagens Argentina (a)

11/20/2018

Argentina

Tourism Agency

Indirect

52,61

52,61

Fundo Sorriso

07/14/2014

Brazil

Investment Fund

Indirect

52,61

52,61

 Company booked as an investment:

SCP Trip

04/27/2012

Brazil

Flight Magazine

Indirect

60,00

60,00

             

 

(a)   Companies with functional currency in Argentine pesos.

 

1.5. Corporate Reorganization Plan

 

On December 9, 2019, and February 4, 2020, through a Material Fact, the Company, together with its subsidiaries, announced the corporate reorganization plans with the main purpose of ensuring the long-term competitiveness of GOL Group, by aligning the interests of all stakeholders, reinforcing a consolidated capital structure, simplifying the corporate governance of companies, reducing the operating, administrative and financial costs and expenses, and increasing the market liquidity for all GOL’s shareholders, through the incorporation of Smiles shares by GLA.

 

17


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

On March 13, 2020, the Company and its subsidiary Smiles issued a Material Fact informing that, due to the extraordinary events in the national and international markets caused by the spread of COVID-19, and particularly by virtue of its structuring impacts on the aviation sector, they had canceled the corporate reorganization proposal submitted on December 9, 2019 and on February 4, 2020.

 

1.6. Compliance Program

 

Since 2016, the Company has adopted several measures to strengthen and expand its internal control and compliance programs, presented in detail in the annual financial statements issued on February 28, 2020.

 

The Management is constantly reinforcing to its employees, customers and suppliers its commitment to continue improving its internal control and compliance programs.

 

As previously disclosed in the financial statements for the year ended December 31, 2017, 2018 and 2019, the Company entered into an agreement with the Brazilian Federal Public Ministry in December 2016 (“Agreement”), under which the Company agreed to pay R$12 million in fines and make improvements to its compliance program. In turn, the Federal Public Ministry agreed not to raise any charges related to activities that are the subject of the Agreement. In addition, the Company paid R$4.2 million in fines to the Brazilian tax authorities.

 

The Company voluntarily informed the U.S. Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”) and the Brazilian Securities and Exchange Commission (“CVM”) of the Agreement and the external independent investigation hired by the Company, and about the Agreement. The investigation was completed in April 2017 and revealed that immaterial payments were made to politically exposed people. None of the current employees, representatives or members of the Company’s Board or Management knew of any illegal purpose behind any of the transactions identified, or of any unlawful benefit to the Company arising from the investigated operations.

 

The Company informed the due authorities of the result of the investigation and will continue to communicate on the development of the issue, following the analyses already initiated by these bodies. These authorities may impose fines and possibly other sanctions on the Company.

 

There were no further developments on the subject during the quarter ended March 31, 2020.

 

2.   Statement of the Management, basis for preparing and presenting the individual and consolidated preliminary quarterly information

 

The Company’s preliminary quarterly information was prepared in accordance with accounting practices adopted in Brazil. The accounting practices adopted in Brazil include those in the Brazilian Corporation Law and in the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

18


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The Company’s consolidated preliminary quarterly information was prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The accounting practices adopted in Brazil include those in the Brazilian Corporation Law and in the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), and approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

The Company’s individual and consolidated preliminary quarterly information was prepared based on the Real (“R$”) as the functional and presentation currency, expressed in thousands of Reais, except when otherwise indicated. The items disclosed in foreign currencies are duly identified, when applicable.

 

The preparation of the Company’s individual and consolidated preliminary quarterly information requires Management to make judgments, use estimates and adopt assumptions affecting the stated amounts of revenues, expenses, assets, and liabilities. However, the uncertainty inherent in these judgments, assumptions, and estimates could give rise to results that require a material adjustment of the book value of certain assets and liabilities in future reporting years.

 

The Company is continually reviewing its judgments, estimates, and assumptions.

 

The Management, when preparing this individual and consolidated preliminary quarterly information, used disclosure criteria based on regulatory aspects and the relevance of the transactions for understanding the changes in the Company’s economic and financial position and its performance since the end of the fiscal year ended on December 31, 2019, as well as the update of significant information included in the annual financial statements issued on February 28, 2020.

 

The Management confirms that all the material information in this individual and consolidated preliminary preliminary quarterly information is being demonstrated and corresponds to the information used by Management in the development of its business management activities.

 

The individual and consolidated preliminary quarterly information has been prepared based on historical cost, with the exception of the following material items recognized in the balance sheets:

 

·      short-term investments classified as cash and cash equivalents measured at fair value;

 

·      short-term investments comprising mainly exclusive investment funds, measured at fair value;

 

·      restricted cash measured at fair value;

 

·      derivative financial instruments measured at fair value; and

 

·      investments accounted for using the equity method.

 

The Company’s individual and consolidated preliminary quarterly information for the period ended March 31, 2020 was prepared based on the assumption of its operational continuity, which includes the realization of assets and the settlement of liabilities in the regular course of business, as detailed in Note 1.2.

 

 

19


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

3.   Approval of Individual and Consolidated Financial Statements

 

The approval and authorization for the issuance of these individual and consolidated preliminary quarterly information took place at the Board of Directors’ meeting held on April 30, 2020.

 

4.   Summary of Significant Accounting Practices

 

 The individual and consolidated preliminary quarterly information presented herein was prepared based on the policies, accounting practices and methods for calculation of estimates adopted and presented in detail in the annual financial statements for the year ended December 31, 2019 and issued on February 28, 2020.

 

4.1.    New accounting standards and interpretations adopted in the period

 

There are no new standards and interpretations adopted in the three-month period ended March 31, 2020.

 

4.2.     New Accounting Standards and Pronouncements Not Yet Adopted

 

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.

 

4.3.    Transactions in Foreign Currency

 

Foreign currency transactions are recorded at the exchange rate change prevailing on the date on which the transactions take place. Monetary assets and liabilities designated in foreign currency are calculated based on the exchange rate change on the balance sheet date. Any difference resulting from the translation of currencies is recorded under the item “Exchange Rate Change, Net” in the income statement for the period.

 

The exchange rate changes in Reais in effect on the base date of this individual and consolidated preliminary quarterly information are as follows:

 

 

Final Rate

Average rate

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

US Dollar

5,1987

4,0307

4,8643

4,1102

Argentinean Peso

0,0807

0,0673

0,0769

0,0686

 

 

5.   Seasonality

 

In normal economic and social conditions, 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.

 

20


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

6.   Cash and Cash Equivalents

 

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Cash and Bank Deposits

438,535

488

568,662

418,447

Cash Equivalents

128

1,016,258

90,365

1,226,978

Total

438,663

1,016,746

659,027

1,645,425

 

The breakdown of cash equivalents is as follows:

 

 

 

Parent Company

Consolidated

 

Weighted Average Rate (p.a.)

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Local Currency

 

 

 

 

 

Financial deposits

94.8% of CDI

128

366,338

88,676

514,356

Automatic Deposits

23.5% of CDI

-

-

626

5,505

Total Local Currency

 

128

366,338

89,302

519,861

 

 

 

 

 

 

Foreign Currency

 

 

 

 

 

Financial deposits

0.1%

-

649,920

98

707,117

Investment funds

 

-

-

965

-

Total Foreign Currency

 

-

649,920

1,063

707,117

 

 

 

 

 

 

Total

 

128

1,016,258

90,365

1,226,978

 

 

7.   Short-Term Investments

 

 

 

 

Parent Company

Consolidated

 

Weighted Average Rate (p.a.)

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Local Currency

 

 

 

 

 

Government Bonds

97.1% of CDI

-

-

39.763

56.532

Investment Funds

55.7% of CDI

514

673

1,091,302

862.868

Total Local Currency

 

514

673

1,131,065

919.400

 

 

 

 

 

 

Foreign Currency

 

 

 

 

 

Deposits with Banks

3.00%

-

-

2,437

1,713

Government Bonds

-%

-

-

-

29,684

Investment Funds

-

-

-

-

2,965

Total Foreign Currency

 

-

-

2,437

34,362

 

 

 

 

 

 

Total

 

514

673

1,131,502

953,762

 

The decrease in the performance of the investment funds’ profitability in the period also reflects the outbreak of the COVID-19 pandemic, with all activity and growth estimates being revised to fundamentally negative numbers.

 

21


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

8.   Restricted Cash

 

 

 

Parent Company

Consolidated

 

Weighted Average Profitability (p.a.)

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Local Currency

 

 

 

 

 

Deposits in Guarantee of Letter of Credit

97.1% of CDI

4,092

3,948

104,287

138,164

Deposits in Guarantee of Letter of Credit -lawsuits

95.7% of CDI

2,430

-

85,164

85,351

Deposit for Hedge Margin

100.0% of CDI

-

-

101,160

-

Lease Agreement Letter of Credit

98.4% of CDI

-

-

125,104

136,438

Other deposits

69.7% of CDI

23

2,451

5,159

9,922

Total Local Currency

 

6,545

6,399

420,874

369,875

 

 

 

 

 

 

Foreign Currency

 

 

 

 

 

Deposits for Hedge Margin

0.1%

-

-

778,900

74,431

Total Foreign Currency

 

-

-

778,900

74,431

 

 

 

 

 

 

Total

 

6,545

6,399

1,199,774

444,306

 

 

 

 

 

 

Current

 

6,545

6,399

1,059,579

304,920

Noncurrent

 

-

-

140,195

139,386

 

9.   Trade Receivables

 

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

 

 

 

Local Currency

 

 

Credit Card Administrators

363,478

740,967

Travel Agencies

185,214

253,494

Cargo Agencies

30,409

33,677

Airline Partner Companies

5,453

291

Other

15,929

15,690

Total Local Currency

600,483

1,044,119

 

 

 

Foreign Currency

 

 

Credit Card Administrators

109,730

121,844

Travel Agencies

24,047

36,845

Cargo Agencies

1,985

1,384

Airline Partner Companies

21,675

30,740

Other

53,391

11,550

Total Foreign Currency

210,828

202,363

 

 

 

Total

811,311

1,246,482

 

 

 

Allowance for expected loss on trade receivables accounts

(19,470)

(16,952)

 

 

 

Total Trade Receivables

791,841

1,229,530

 

 

22


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The aging list of trade receivables, net of allowance for expected loss on trade receivables accounts, is as follows:

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

Not Yet Due

 

 

Until 30 days

446,330

567,567

31 to 60 days

117,219

213,334

61 to 90 days

54,064

100,478

91 to 180 days

76,248

187,883

181 to 360 days

50,352

76,902

Above 360 days

1,143

1,499

Total not Yet Due

745,356

1,147,663

 

 

 

Overdue

 

 

Until 30 days

30,845

47,959

31 to 60 days

4,789

23,290

61 to 90 days

4,731

3,986

91 to 180 days

2,039

3,009

181 to 360 days

845

421

Above 360 days

3,236

3,202

Total Overdue

46,485

81,867

 

 

 

Total

791,841

1,229,530

 

The changes in an expected loss on trade receivables are as follows:

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

Balance at the Beginning of the Period

(16,952)

(11,284)

Addition and Exclusions

(2,726)

(13,499)

Write-off of Bad Debts

208

7,831

Balance at the End of the Period

(19,470)

(16,952)

 

10.      Inventories

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

 

 

 

Consumables

18,603

14,274

Parts and maintenance materials

197,177

184,939

Total

215,780

199,213

 

The changes in the provision for obsolescence are as follows:

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

Balances at the Beginning of the Period

(14,302)

(12,808)

Additions

(45)

(2,168)

Write-offs

293

674

Balances at the End of the Period

(14,054)

(14,302)

 

 

23


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

11.      Recoverable Taxes to Recover

 

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

IRPJ and CSLL Prepayments

22,641

27,552

186,613

195,864

Withholding Income Tax

1,523

-

7,635

3,969

PIS and COFINS to recover (*)

-

-

407,360

273,152

Value Added Tax (VAT) Abroad

-

-

8,708

4,650

Other

60

60

12,314

6,181

Total

24,224

27,612

622,630

483,816

 

 

 

 

 

Current

6,686

5,163

205,227

309,674

Noncurrent

17,538

22,449

417,403

174,142

 

(*) During the quarter ended March 31, 2020, the subsidiary GLA ascertained out-of-date tax credits from PIS and COFINS, in the total amount of R$126,675.

24


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

12.      Deferred Taxes

 

12.1. Deferred Tax Assets (Liabilities)

 

The positions of deferred assets and liabilities are presented below and comply with the enforceable offset legal rights that consider taxes levied by the same tax authority under the same tax entity.

 

 

Parent Company

Consolidated

 

12/31/2019

Result

03/31/2020

12/31/2019

Result

Exchange Rate Change

03/31/2020

 

 

 

(Unaudited)

 

 

 

(Unaudited)

Income Tax Losses Carry Forward

 39,890

(332)

39,558

42,795

(331)

578

43,042

Negative Basis of Social Contribution

 14,360

(120)

14,240

14,360

(120)

-

14,240

Temporary Differences

 

 

 

 

 

 

 

Allowance for loss on other credits

 1,957

(1,822)

 135

1,958

(1,823)

-

 135

Provision for Legal Proceedings and Tax Liabilities

 696

(11)

 685

696

(11)

-

 685

Total Deferred Taxes - Assets

 56,903

(2,285)

54,618

 59,809

(2,285)

578

58,102

Controlled Subsidiary GLA and Smiles

 

 

 

 

 

 

 

Temporary Differences

 

 

 

 

 

 

 

Allowance for expenses loss on trade receivables and other credits

 -

-

-

56,738

(16,086)

-

40,652

Breakage Provision

 -

-

-

 (196,206)

(12,048)

-

(208,254)

Provision for Losses on Other Credits

 -

-

-

143,350

-

-

 143,350

Provision for Legal Proceedings and Tax Liabilities

 -

-

-

91,051

7,602

-

98,653

Aircraft Return

 -

-

-

146,239

1,615

2

147,856

Derivative Transactions

 -

-

-

(42,154)

83,776

-

41,622

Flight Rights

 -

-

-

 (353,226)

-

-

 (353,226)

Depreciation of Engines and Parts for Aircraft Maintenance

 -

-

-

 (183,977)

(3,445)

-

(187,422)

Reversal of Goodwill Amortization for Tax Purpose

 -

-

-

 (127,659)

-

-

 (127,659)

Aircraft Leases and Other

 -

-

-

64,379

(42,753)

-

21,626

Other

 -

-

-

89,313

(28,233)

(3)

61,077

Unrealized Profits

-

-

-

68,111

(7,286)

-

60,825

Total Deferred Taxes – Liabilities

-

-

-

(244,041)

(16,858)

(1)

(260,900)

Total deferred taxes on income

-

(2,285)

-

-

(19,143)

-

-

               

 

 

 

25


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The Management considers that the deferred assets and liabilities recorded on March 31, 2020, resulting from temporary differences will be realized in proportion to the realization of their bases and the expectation of future results.

 

The analysis of the realization of deferred tax credits was performed by the company, as follows:

 

GOL: has the total tax credits of R$54,618, of which R$53,798 refers to tax loss and negative basis of social contribution and R$820 refers to temporary differences, with realization supported by the long-term plan.

 

The Management estimates that deferred tax credits, recorded on tax losses and negative social contribution basis, may be realized as follows:

 

Year

Amount

 

(Unaudited)

 

 

2020

4,316

2021

8,375

2022

7,473

2023

8,332

2024

9,471

2025 to 2029

15,831

Total

53,798

    

Smiles Fidelidade Argentina: The Management estimates that the deferred tax assets relating to tax losses totaling R$3,484 will be realized in 36 months.

    

The direct subsidiary GLA has tax losses and negative social contribution bases in the determination of taxable profit, to be offset against 30% of future annual tax profits, with no time limit for prescription, off-balance sheet, in the following amounts:

 

 

 GLA

 

03/31/2020

12/31/2019

 

(Unaudited)

 

 

 

 

 IRPJ tax loss

6,158,776

5,017,227

 CSLL negative base

6,158,776

5,017,227

 

 

 

Potential tax credit

2,093,984

1,705,857

 

26


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The reconciliation of effective income taxes and social contribution rates for the periods ended on March 31, 2020, and 2019 is as follows:

 

 

Parent Company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Income (Loss) Before Income Taxes

(2,284,936)

(55,685)

(2,218,193)

105,115

Combined Tax Rate

34%

34%

34%

34%

Income at the statutory combined tax rate

776,878

18,933

754,186

(35,739)

 

 

 

 

 

Adjustments to calculate the effective tax rate:

 

 

 

 

Equity Method Investees

(753,997)

6,074

-

27

Tax difference on results of subsidiaries

160,843

(19,722)

160,843

(40,037)

Income tax on permanent differences and others

(204)

(249)

50,194

46,941

Exchange Rate Change on Foreign Investments

(186,853)

(4,910)

(131,967)

(42,630)

Interest on Shareholders’ Equity

-

(3,114)

-

2,805

Non-deferred Asset Benefit, negative base

-

26,366

(876,672)

(1,276)

Total Income Tax

(3,333)

23,378

(43,416)

(69,909)

 

 

 

 

 

Income Taxes

 

 

 

 

Current

(1,048)

(1,913)

(24,273)

(40,048)

Deferred

(2,285)

25,291

(19,143)

(29,861)

Total Income Taxes

(3,333)

23,378

(43,416)

(69,909)

         

 

13.      Advance to Suppliers and Third Parties

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Oceanair Advance

207,949

161,228

239,435

192,715

Advance to National Suppliers

-

-

129,911

95,596

Advance to International Suppliers

48

37

36,268

25,316

Advance for Materials and Repairs

-

-

48,932

48,930

Total

207,997

161,265

454,546

362,557

Adjustment to Present Value of Advance to Suppliers

-

-

(10,604)

(10,604)

Provision for Loss of Advance to Oceanair

(207,949)

(161,228)

(207,949)

(161,228)

Total Advance to Suppliers

48

37

235,993

190,725

 

 

 

 

 

Current

48

37

187,328

142,338

Noncurrent

-

-

48,665

48,387

(*) increase due to US dollar exchange rate difference.

 

14.      Deposits

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Judicial Deposits

60,973

61,447

861,349

841,746

Maintenance Deposits

-

-

1,140,179

830,282

Deposits in Guarantee for Lease Agreements

68,097

51,055

410,268

296,327

Total

129,070

112,502

2,411,796

1,968,355

 

27


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

15.      Investments

 

15.1. Breakdown of Investments

 

The investment information is shown below:

 

 

Parent Company

 

Consolidated

 

GLA

Smiles Fidelidade

 

Trip

Relevant Information of the Subsidiaries on March 31, 2020 (Unaudited)

 

 

 

 

Total Number of Shares

5,262,335,049

124,158,953

 

-

Capital Stock

4,554,280

254,609

 

1,318

Interest

100,0%

52,61%

 

60,0%

Total Equity (negative)

(9,832,633)

1,261,975

 

2,103

Unrealized Profits (a)

-

(118,072)

 

-

 

 

 

 

 

Adjusted Equity (b)

(9,832,633)

545,817

 

1,254

Net Income (Loss) for the Period

(2,261,376)

56,252

 

-

Unrealized Profits in the Period (a)

-

14,144

 

-

Net Income for the Period Attributable to the Company’s Interest (b)

(2,261,376)

43,737

 

-

 

 

Parent Company

 

Consolidated

 

GLA

Smiles Fidelidade

 

Trip

Relevant Information of the Subsidiaries on March 31, 2019

 

 

 

 

Total Number of Shares

5,262,335,049

124,158,953

 

-

Capital Stock

4,554,280

254,610

 

1,318

Interest

100.00%

52.61%

 

60.00%

Total Equity (negative)

(6,498,660)

1,205,335

 

2,103

Unrealized Profits (a)

-

(132,215)

 

-

 

 

 

 

 

Adjusted Equity (b)

(6,498,660)

501,986

 

1,254

Net Income (Loss) for the Period

215,027

626,725

 

129

Unrealized Profits in the Period (a)

-

(35,909)

 

-

Net Income for the Period Attributable to the Company’s Interest (b)

215,027

294,899

 

77

 

(a)   Corresponds to transactions involving revenue from mileage redemption for airline tickets by members in the Smiles Program which, for the purposes of preliminary quarterly information, are only accrued when program members are actually transported by GLA.

(b)   Adjusted shareholders’ equity and net income corresponds to the percentage of total shareholders’ equity and income for the period net of unrealized profits.

 

15.2. Changes in Investments

 

 

Parent Company

Consolidated

 

GLA

Smiles

Fidelidade

Total

Trip

Balances on December 31, 2019

(6,498,660)

501,986

(5,996,674)

1,254

Equity Method Results

(2,261,376)

43,737

(2,217,639)

-

Unrealized Gains on Hedges

(1,077,289)

-

(1,077,289)

-

Share-based Payments

-

315

315

-

Other Equity Changes in Investments

4,692

(221)

4,471

-

Balances on March 31, 2020 (Unaudited)

(9,832,633)

545,817

(9,286,816)

1,254

 

 

28


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

16.      Property, Plant and Equipment

 

16.1. Parent Company

 

On March 31, 2020, the balance of other property, plant and equipment assets reached R$541. On December 31, 2019, the balance was of R$131,841, mainly referring to advances for the acquisition of aircraft, which were returned by the manufacturer, as mentioned in note 1.3. In addition, there is no residual value of the ownership rights on March 31, 2020 (R$108,538 as of December 31, 2019), both recorded in the subsidiary GAC.

 

 

29


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

16.2. Consolidated

 

Weighted average rate (p.a.)

December 31, 2019

Additions

Write-off

Transfers

March 31, 2020

 

 

 

 

 

 

(Unaudited)

Flight Equipment

           

Cost

           

Aircraft - ROU(1) with Purchase Option (5)

 

 660,256

-

(660,256)

-

-

Aircraft - ROU with no Purchase Option

 

 3,561,980

520,594

(53,301)

-

4,029,273

Spare Parts and Engines - Own

 

 1,764,295

13,025

(2,816)

(250)

1,774,254

Spare Parts and Engines - Rou

 

 109,977

-

-

-

109,977

Aircraft and Engine Overhauling

 

 3,084,023

316,482

(20,321)

-

3,380,184

Tools

 

 53,454

1,691

(32)

250

55,363

 

 

9,233,985

851,792

(736,726)

-

9,349,051

Depreciation

 

 

 

 

 

 

Aircraft - ROU with Purchase Option (5)

5.76%

 (226,433)

(2,935)

229,368

-

-

Aircraft - ROU with no Purchase Option

21.09%

 (719,377)

(216,287)

39,427

-

(896,237)

Spare Parts and Engines – Own

7.29%

 (706,381)

(32,238)

1,415

-

(737,204)

Spare Parts and Engines – Rou

33.29%

 (26,745)

(9,007)

-

-

(35,752)

Aircraft and Engine Overhauling

60.87%

 (1,717,552)

(232,290)

20,439

-

(1,929,403)

Tools

10.00%

 (24,712)

(1,040)

12

-

(25,740)

 

 

(3,421,200)

(493,797)

290,661

-

(3,624,336)

 

 

 

 

 

 

 

Total, Net - Flight Equipment

 

 5,812,785

357,995

(446,065)

-

5,724,715

Property, Plant and Equipment in Use

   

 

 

 

 

Cost

   

 

 

 

 

Vehicles

 

 11,681

172

(43)

-

11,810

Machinery and Equipment

 

 63,091

218

(544)

-

62,765

Furniture and Fixtures

 

 32,983

1,242

(155)

-

34,070

Computers and Peripherals – Own

 

 45,732

2,083

(402)

-

47,413

Computers and Peripherals – ROU

 

 21,992

-

-

-

21,992

Communication Equipment

 

 2,548

11

(180)

-

2,379

Safety Equipment

 

 856

-

(789)

-

67

Improvement on third party property - CMA (3)

 

 107,637

-

-

-

107,637

Leasehold Improvements

 

 71,174

347

-

3,099

74,620

Third-Party Real Estate – ROU

 

 22,354

-

-

-

22,354

Construction in Progress

 

 17,906

1,042

-

 (3,099)

15,849

   

 397,954

5,115

(2,113)

-

400,956

Depreciation

   

 

 

 

 

Vehicles

20.00%

 (9,291)

(190)

43

-

(9,438)

Machinery and Equipment

10.00%

 (45,437)

(1,055)

485

-

(46,007)

Furniture and Fixtures

10.00%

 (19,908)

(547)

150

-

(20,305)

Computers and Peripherals – Own

20.00%

 (33,190)

(954)

397

-

(33,747)

Computers and Peripherals – ROU

36.13%

 (7,682)

(1,997)

-

-

(9,679)

Communication Equipment

10.00%

 (2,081)

(40)

164

-

(1,957)

Safety Equipment

10.00%

 (615)

(1)

573

-

(43)

Leasehold Improvements – CMA

10.43%

 (102,675)

(2,820)

-

-

(105,495)

Leasehold Improvements

21.94%

 (39,039)

(2,733)

-

-

(41,772)

Third Party Real Estate – ROU

32.18%

 (7,156)

(1,793)

-

-

(8,949)

 

 

 (267,074)

(12,130)

1,812

-

(277,392)

Total, Net - Property, Plant and Equipment in Use

 

 130,880

(7,015)

(301)

-

123,564

   

 

 

 

 

 

Impairment Losses (2)

-

 (41,719)

-

1,860

-

(39,859)

Total

 

 5,901,946

350,980

(444,506)

-

5,808,420

 

 

 

 

 

 

 

 

Advances to suppliers (4)

-

 156,155

56,851

(136,962)

-

76,044

Total Property, Plant and Equipment

 

 6,058,101

407,831

(581,468)

-

5,884,464

 

(1) ROU - Right of Use

(2) Balance referring to impairment losses for rotatable items (spare parts), classified under the item “Spare parts and engines”, referring to the Company so that the assets are presented by their actual capacity to generate expected future benefits

(3) CMA - Maintenance Center - Confins/MG

(4) The write-off refers to return of PDP as mentioned in Note 1.3.

(5) Write-off due to the sale-leaseback transaction.

30


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

In the quarter, Management evaluated and run impairment test for the assets that comprise the group of flight equipment of the fixed assets, by comparing the book value with the market value indicated by specialized publications (“Bluebook”) and concluded that there are no losses related to these assets and, therefore, no provision was recorded.

 

17.      Intangible Assets

 

The breakdown of and changes in intangible assets are as follows:

 

 

Weighted Average Rate (p.a.)

December 31, 2019

Additions

Write-offs

March 31, 2020

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

Cost

 

 

 

 

 

Goodwill

-

542,302

-

-

542,302

Slots

-

1,038,900

-

-

1,038,900

Software

-

579,370

18,610

(9,352)

588,628

Other

-

10,000

-

-

10,000

Total Cost

 

2,170,572

18,610

(9,352)

2,179,830

 

 

 

 

 

 

Amortization

 

 

 

 

 

Software

24.74%

(389,730)

(21,609)

9,352

(401,987)

Other

20.00%

(4,167)

(500)

-

(4,667)

Total Amortization

 

(393,897)

(22,109)

9,352

(406,654)

 

 

 

 

 

 

Net Intangible Assets

 

1,776,675

(3,499)

-

1,773,176

 

 

17.1 Impairment and sensitivity test

 

The balances of goodwill and slots were tested for impairment on March 31, 2020 and December 31, 2019 through the discounted cash flow for each cash-generating unit, giving rise to the value in use.

 

For the purposes of assessing the impairment, assets are grouped at the lowest level for which there is separately identifiable cash flow (cash-generating unit - CGU). To establish the book value of each CGU, the Company considers not only the recorded intangible assets but also all tangible assets necessary for conducting business, as it is only through the use of this set that the Company will generate economic benefits.

 

The Company allocates goodwill to two cash-generating units: GLA and Smiles, and airport operating rights are fully allocated to GLA’s cash-generating unit, as shown below:

 

 

Goodwill

GLA

Goodwill

Smiles

Airport Operation Rights

March 31, 2020 (Unaudited)

 

 

 

Book value

325,381

216,921

1,038,900

Value in Use

17,200,418

7,528,353

18,482,572

 

 

 

 

Discount Rate

11.18%

10.98%

12.46%

Perpetuity Growth Rate

3.39%

3.39%

3.39

 

 

 

 

Sensitivity

 

 

 

10% variation

12.25%

12.09%

13.63%

Value in Use

14,632,253

6,804,578

16,622,795

Change in Value in Use

(2,568,165)

(723,775)

(1,859,777)

 

 

 

 

25% variation

13.85%

13.77%

15.39%

Value in Use

11,521,462

5,940,276

14,381,635

Change in Value in Use

(5,678.956)

(1,588,077)

(4,100,937)

 

31


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

The results obtained were compared with the book value of each cash-generating unit and, as a result, the Company did not recognize losses in relation to the impairment of its CGUs.

 

The assumptions adopted in the impairment tests of intangible assets are in accordance with the internal projections for the five-year period. For the period after five years, extrapolation is applied using a perpetuity growth rate. The discounted cash flow that calculated the value in use of the cash-generating units was prepared in accordance with the Company’s business plan and approved by the Company’s Board of Directors.

 

The main assumptions considered by the Company to calculate the value in use of the cash generating units are:

 

·     Capacity and Fleet: Considers the utilization, the capacity of the aircraft used in each section and the projection of the size of the fleet in operation.

·     Demand: Market efficiency is the main input for the Company’s projected growth in demand. The Management considers that market efficiency is the ratio between its market share and its seat share. This indicator reflects how efficiently the company employs its share of the total market supply due to its capture of demand for air transportation.

·     Revenue per Passenger: Considers the average price charged by GLA and considers the effects of market variables (see variables used below).

·     Operating costs associated with the business: Based on its historical cost and updated by indicators, such as inflation, relation to supply, demand and variation in the US currency.

 

The Company also considered market variables such as GDP (source: Central Bank of Brazil), US dollar (source: Central Bank of Brazil), kerosene barrel (source: Brazilian Agency of Oil - “ANP”) and interest rate (source: Bloomberg).

 

32


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

18.      Loans and Financing

 

The breakdown of and changes in short and long-term debt are as follows:

 

     

 

 

 

 

12/31/2019

 

 

 

 

 

 

 

03/31/2020

 

Maturity

Interest Rate p.a.

Current

Noncurrent

Total

Unrealized Gain and Loss from ESN

Payment of Principal

Interest

Interest Paid

Exchange Rate Change

Cost amortization / goodwill

Current

Noncurrent

Total

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In US$:

         

 

   

 

         

Term Loan

08/2020

6.70%

 1,229,600

 -

 1,229,600

 -

 -

 21,583

 (43,704)

 354,897

 2,287

 1,564,663

 -

 1,564,663

Senior Bonus IV

01/2022

9.10%

 12,102

 313,267

 325,369

 -

 (405,878)

 7,052

 (20,695)

 92,730

 1,422

 -

 -

 -

ESN (*)

07/2024

3.75%

 29,443

 1,753,526

 1,782,969

 (575,357)

 -

 37,351

 (34,023)

 426,315

 (280)

 17,261

 1,619,714

 1,636,975

Senior Bonus VIII

01/2025

7.09%

 75,587

 2,548,472

 2,624,059

 -

 -

 50,070

 (97,131)

 760,224

 1,275

 37,726

 3,300,771

 3,338,497

Perpetual Notes

-

8.75%

 12,815

 620,328

 633,143

 -

 -

 13,021

 (12,418)

 182,868

 -

 16,530

 800,084

 816,614

 Total

 

 

1,359,547

 5,235,593

6,595,140

 (575,357)

 (405,878)

129,077

 (207,971)

1,817,034

 4,704

1,636,180

 5,720,569

 7,356,749

                             

 

     

Consolidated

 

 

 

12/31/2019

 

 

 

 

 

 

 

03/31/2020

 

Maturity

Interest Rate p.a.

Current

Noncurrent

Total

Funding

Unrealized Gain and Loss from ESN

Payment of principal

Interest

Interest Paid

Exchange Rate Change

Amortization of cost / Goodwill

Current

Noncurrent

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

In R$:

           

 

   

 

         

Debentures VII

09/2021

120% of CDI rate

 289,423

 289,302

 578,725

 -

 -

 -

 7,214

 (7,233)

 -

 1,867

 435,764

 144,809

 580,573

           

 

 

 

 

 

 

 

 

 

 

In US$:

         

 

 

 

 

 

 

 

 

 

 

Term Loan

08/2020

6.70%

 1,229,600

 -

 1,229,600

 -

 -

 -

 21,583

 (43,704)

 354,897

 2,287

 1,564,663

 -

 1,564,663

Import financing

11/2020

5.32%

 663,979

 -

 663,979

 25,974

 -

 -

 10,245

 (7,116)

 196,702

 

 889,784

 -

 889,784

Senior Bonus IV

11/2022

9.10%

 12,102

 313,267

 325,369

 -

 -

 (405,878)

 7,052

 (20,695)

 92,730

 1,422

 -

 -

 -

ESN (1)

07/2024

3.75%

 29,443

 1,753,526

 1,782,969

 -

 (575,357)

 -

 37,351

 (34,023)

 426,315

 (280)

 17,261

 1,619,714

 1,636,975

Credit Line - Engine Maintenance

09/2024

2.75%

 198,363

 277,479

 475,842

 -

 -

 (72,964)

 4,446

 (4,581)

 129,531

 2,276

 219,016

 315,534

 534,550

Senior Bonus VIII

01/2025

7.09%

 75,587

 2,548,472

 2,624,059

 -

 -

 -

 50,070

 (97,131)

 760,224

 1,275

 37,726

 3,300,771

 3,338,497

Loan with guarantee of engines

12/2026

5.16%

 31,727

 150,821

 182,548

 59,976

 -

 (22,728)

 2,921

 (2,921)

 53,620

 45

 27,697

 245,764

 273,461

Perpetual Notes (2)

-

8.75%

 12,815

 533,935

 546,750

 -

 -

 -

 12,857

 (12,418)

 157,997

 -

 16,527

 688,659

 705,186

Total

 

 

 2,543,039

 5,866,802

 8,409,841

 85,950

 (575,357)

 (501,570)

 153,739

 (229,822)

 2,172,016

 8,892

 3,208,438

 6,315,251

 9,523,689

                               

(1)   Exchangeable Senior Notes, see note 34.2.

(2)    Considers the exclusion of related parts amounting to R$111,428

 

33


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The conditions of loans and financing raised up to December 31, 2019 by the Company and its subsidiaries were disclosed in detail in the financial statements for the year ended December 31, 2019 and did not undergo contractual changes during the three-month period ended on March 31, 2020.

 

Total consolidated loans and financing as at March 31, 2020 include funding costs of R$116,714 (R$143,119 as at December 31, 2019) that are amortized over the term of the respective loans and financing.

 

As at March 31, 2020, a General Debenture Holder Meeting was held, where it was decided to suspend the effects of automatic early maturity, in view of the failure to pay the unit face value of the debentures referring to the installment due on March 28, 2020. At that meeting, it was decided to extend the debentures' principal amortization obligations by 10 days, therefore, for the purposes of preparing this preliminary quarterly information, the balance of such obligations was maintained in the short term.

 

18.1. New Loans and Financing Contracted during the three-month period ended March 31, 2020

 

18.1.1. Import financing

 

During the three-month period ended March 31, 2020, the Company, through its subsidiary GLA, obtained funding 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 GLA for import financing in order to carry out engine maintenance, purchase spare parts and aircraft equipment. The funding operations are as follows:

 

 

Transaction

Principal Amount

Interest

Maturity

Date

(US$ thousand)

(R$ thousand)

Rate (p.a.)

 

(Unaudited)

New Issuances

 

 

 

 

02/19/2020

5,920

25,974

4.07%

02/13/2021

 

 

 

 

 

Renegotiations

 

 

 

 

01/02/2020

4,335

17,431

5.79%

06/30/2020

01/14/2020

4,571

18,943

6.22%

05/13/2020

01/17/2020

6,455

27,005

5.71%

07/15/2020

01/21/2020

8,595

36,112

6.22%

05/20/2020

01/24/2020

4,815

20,112

4.17%

01/18/2021

01/31/2020

5,925

25,296

5.63%

07/29/2020

02/14/2020

7,069

30,512

5.59%

08/12/2020

02/21/2020

6,531

28,688

5.56%

08/19/2020

 

18.1.2. Loan with Guarantee of Engines

 

In the three-month period ended March 31, 2020, the Company, through its subsidiary GLA, obtained funding with a guarantee of the Company’s own engines. The funding operations are as follows:

 

Transaction

Principal Amount

Costs

Interest

Maturity

Date

(US$ thousand)

(R$ thousand)

(US$ thousand)

Date

(p.a.)

 

(Unaudited)

March 20, 2020

12,000

60,874

177

898

Libor 1m+3,33% p.a.

March 20, 2028

 

34


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

18.1.3. Loan and Financing - Noncurrent

 

As at March 31, 2020, the maturities of loans and financing recorded in non-current liabilities are as follows:

 

 

2021

2022

2023

2024

2024 onwards

Without Maturity Date

Total

(Unaudited)

Parent Company

             

In US$:

             

ESN

 -

 -

 -

 1,619,714

 -

 -

 1,619,714

Senior Notes VIII

 -

 -

 -

-

 3,300,771

 -

 3,300,771

Perpetual Notes

 -

 -

 -

-

 -

 800,084

 800,084

Total

 -

 -

 -

 1,619,714

 3,300,771

 800,084

 5,720,569

               

Consolidated

             

In R$:

 

 

 

 

 

 

 

Debentures VII

 144,809

 -

 -

 -

 -

 

 144,809

In US$:

 

 

 

 

 

 

 

Credit Line - Engine Maintenance

 79,681

 23,011

 23,011

 189,831

 -

 -

 315,534

ESN

 -

 -

 -

 1,619,714

 -

 -

 1,619,714

Senior Notes VIII

 -

 -

 -

 -

 3,300,771

 -

 3,300,771

Loan with Guarantee of Engines

 21,357

 29,265

 30,189

 31,165

133,788

 -

 245,764

Perpetual Notes

 -

 -

 -

 -

 -

 688,659

 688,659

Total

 245,847

 52,276

 53,200

 1,840,710

 3,434,559

 688,659

 6,315,251

 

The fair value of debt as of March 31, 2020 is as follows:

 

 

Parent Company

Consolidated

 

Accounting

Fair Value

Accounting

Fair Value

(Unaudited)

 

 

 

 

 

Senior Notes and Perpetual Notes

 4,155,111

 1,905,250

 4,043,683

 1,868,153

Term Loan

 1,564,663

 1,559,577

 1,564,663

 1,559,577

ESN

 1,636,975

 815,424

 1,636,975

 815,424

Debentures

 -

 -

 580,573

 591,666

Other

 -

 -

 1,697,795

 1,697,795

Total

 7,356,749

 4,280,251

 9,523,689

 6,532,615

 

18.2. Covenants

 

The Company has restrictive covenants on the Term Loan and Debentures VII.

 

The Company has restrictive covenants on the Term Loan and must make deposits for reaching contractual limits of the debt pegged to the U.S. dollar. As at March 31, 2020, the Company did not have collateral deposits linked to the contractual limits of the Term Loan.

 

The mandatory measurement of such indicators is carried out in compliance with the debentures issue deed, that is, every six months. The next measurement will be carried out at the end of the first half of 2020.

 

On April 9, 2020, a Debenture Holders’ Meeting granted the waiver regarding the non-compliance with the financial rates and limits set for the fiscal year of 2020, which would be measured on June 30 and December 31, 2020. The current readings will remain in force as of the fiscal year of 2021.

 

35


 

 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

19.      Leases

 

 

 

 

 

 

12/31/2019

 

 

 

 

 

 

 

03/31/2020

 

Weighted Average Rate (p.a.)

Current

Noncurrent

Total

Additions

Write-offs


Contractual Amendment

Payments

Interest incurred

Interest Payment

Exchange Rate Change

Current

Noncurrent

Total

 

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In R$:

       

 

 

 

 

 

 

 

 

 

 

Right of use leases without purchase option

13.28%

21,781

23,026

44,807

-

-

-

(4,371)

3,234

-

-

23,880

19,790

43,670

Total

 

21,781

23,026

44,807

-

-

-

(4,371)

3,234

-

-

23,880

19,790

43,670

         

 

 

 

 

 

 

 

 

 

 

In US$:

       

 

 

 

 

 

 

 

 

 

 

Right of use leases with purchase option

3.75%

128,936

419,894

548,830

-

(618,487)

-

(26,049)

4,592

(4,592)

95,706

-

-

-

Right of Use Leases Without Purchase Option

8.54%

1,253,995

4,205,148

5,459,143

516,234

-

58,402

(391,293)

133,706

-

1,598,792

1,757,552

5,617,432

7,374,984

Total

 

1,382,931

4,625,042

6,007,973

516,234

(618,487)

58,402

(417,342)

138,298

(4,592)

1,694,498

1,757,552

5,617,432

7,374,984

     

 

 

 

 

 

 

 

 

 

 

 

 

Total Leases

 

1,404,712

4,648,068

6,052,780

516,234

(618,487)

58,402

(421,713)

141,532

(4,592)

1,694,498

1,781,432

5,637,222

7,418,654

 

36


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

The future payments of financial lease agreements are detailed as follows:

 

 

Without Purchase Option

With Purchase

option

 

03/31/2020

12/31/2019

12/31/2019

 

(Unaudited)

 

 

 

 

 

 

2020

1,841,870

1,691,357

148,613

2021

1,849,999

1,324,403

148,744

2022

1,588,504

1,125,060

207,654

2023

1,292,134

904,627

72,801

2024 onwards

2,798,165

1,938,987

16,830

Total Minimum Lease Payments

9,370,672

6,984,434

 594,642

Less Total Interest

(1,952,018)

(1,480,484)

 (45,812)

Present Value of Minimum Lease Payments

7,418,654

5,503,950

 548,830

Less Current Portion

(1,781,432)

(1,275,776)

 (128,936)

Noncurrent Portion

5,637,222

4,228,174

419,894

 

19.1. Sale-leaseback Transactions

 

During the three-year period ended March 31, 2020, the Company recorded a net gain of R$594,587 (unaudited) (R$7,924 as at March 31, 2020) in the consolidated arising from 11 aircraft sale-leaseback transaction recorded under “Sale-Leaseback Transactions” in Other operating income (expenses), net (Note 30).

 

20.      Suppliers

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Local Currency

12,283

15,952

778,709

833,781

Foreign Currency

4,551

3,164

550,313

462,636

Total

16,834

19,116

1,329,022

1,296,417

 

 

 

 

 

Current

16,834

19,116

1,272,819

1,286,275

Noncurrent

-

-

56,203

 10,142

 

As at March 31, 2020, the balance to be paid to related parties recorded in the consolidated caption “Suppliers” was R$1,887 (R$1,882 as at December 31, 2019), and refers substantially to transportation operations with Viação Piracicabana Ltda.

 

21.      Suppliers - Forfaiting

 

The Company has an arrangement in place that allow suppliers to receive their payments in advance with the financial institution. As at March 31, 2020, the amount recorded under current liabilities from forfeiting operations totaled R$781,600 (unaudited) (R$554,467 as of December 31, 2019).

 

37


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

22.      Taxes Payable

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

PIS and COFINS

212

2,278

65,839

39,133

Installment Payments - PRT and PERT

-

-

1,955

2,117

Withholding Income Tax on Salaries

327

32

34,420

54,649

ICMS

-

-

284

424

IRPJ and CSLL Payable

190

1,951

-

 9,496

Other

962

-

11,463

10,788

Total

1,691

4,261

113,961

116,607

 

 

 

 

 

Current

1,691

4,261

113,940

116,523

Noncurrent

-

-

21

84

 

23.      Advance from Ticket Sales

 

As at March 31, 2020, the balance of Advance from Ticket Sales classified in current liabilities was R$1,604,106 (R$1,966,148 as at December 31, 2019) and is represented by 5,079,110 tickets sold and not yet used (6,239,179 as at December 31, 2019) with an average use of 154 days (59 days as at December 31, 2019).

 

As determined by the regulatory agencies, travel bookings may be made within a period corresponding to 12 months, and therefore it was not necessary to reclassify any portion of the transport-related obligations to be carried out to non-current liabilities.

 

The balances of transportations to be carried out are presented net of breakage amount to R$430,025 as at March 31, 2020 (R$415,688 as at December 31, 2019).

 

24.      Provisions

 

 

Consolidated

 

Provisions Post-Employment Benefit

Provision for aircraft and engine return

Provision for legal proceedings (a)

Total

Balances on December 31, 2019

 96,760

869,078

291,218

1,257,056

Additional provisions recognized

3,003

109,967

74,502

187,472

Provisions Used

-

(20,484)

(52,202)

(72,686)

Adjustment to Present Value

1,747

-

-

1,747

Foreign Exchange Rate Change, Net

-

238,867

227

239,094

Balances on March 31, 2020 (Unaudited)

101,510

1,197,428

313,745

1,612,683

 

 

 

 

 

As of March 31, 2020 (Unaudited)

 

 

 

 

Current

-

270,327

-

270,327

Noncurrent

101,510

927,101

 313,745

1,342,356

Total

101,510

1,197,428

313,745

1,612,683

 

 

 

 

 

As of December 31, 2019

 

 

 

 

Current

-

203,816

-

203,816

Noncurrent

96,760

665,262

291,218

1,053,240

Total

96,760

869,078

291,218

1,257,056

 (a) The provisions consider write-offs due to the revaluation of the estimate and settled proceedings.

 

38


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

24.1. Provisions for Post-Employment Benefits

 

The Company offers its employees a health care plan that, in compliance with the current legislation, generates an obligation for post-employment benefits.

 

The changes in actuarial assets and liabilities related to the post-employment benefit, prepared based on an actuarial report, are presented below:

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

 

 

 

Actuarial Liabilities at Beginning of the Year

96,760

46,496

Current Service Cost Recognized in Income

3,003

4,910

Cost of Interests Recognized in Income

1,747

4,311

Sponsor Contributions

-

 (2)

Effect of Changing Financial Assumptions (decrease in discount rate)

-

34,305

Effect of Plan Experience

-

6,740

Actuarial Liabilities at the End of the Period

101,510

96,760

 

 

 

Actuarial Assumptions

 

 

Weighted average of assumptions to determine the defined benefit obligation

 

 

Nominal Discount Rate

7.23%

7.23%

Long-Term Estimated Inflation Rate

3.50%

3.50%

HCCTR - Medical Inflation Rate

6.86%

6.86%

Mortality Table

AT-2000 loosened by 10%

AT-2000 loosened by 10%

Weighted average of assumptions to determine the cost (revenue) of the defined benefit

 

 

Nominal Discount Rate

9.27%

9.27%

Long-Term Estimated Inflation Rate

4.00%

4.00%

HCCTR - Medical Inflation Rate

7.38%

7.38%

Mortality Table

AT-2000 loosened by 10%

AT-2000 loosened by 10%

 

24.2. Provision for Aircraft and Engine Return

 

Such provisions consider the costs that meet the contractual conditions for the return of engines held under an operating lease, as well as for the costs to be incurred to reconfigure the aircraft, upon their return, according to the conditions established in the lease agreements. The consideration is capitalized in fixed assets, under the heading “Aircraft and Engines Overhauling”.

 

24.3. Provision for Legal Proceedings

 

As at March 31, 2020, the Company and its subsidiaries are parties to judicial and administrative proceedings. Details on the significant proceedings were provided in the financial statements for the year ended December 31, 2019.

 

The Company’s Management believes that the provision for tax, civil and labor risks, created in accordance with CPC 25 – “Provisions, Contingent Assets and Liabilities”, equivalent to IAS 37, is sufficient to cover possible losses from administrative and legal proceedings. The breakdown of the expected probable and possible losses is as shown below:

 

 

39


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

Consolidated

 

Probable Loss

Possible Loss

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Civil Status

82,848

78,119

46,898

62,473

Labor

219,446

210,699

246,283

237,253

Taxes

11,451

2,400

597,159

586,812

Total

313,745

291,218

890,340

886,538

 

 

25.      Shareholders’ Equity

 

25.1. Capital Stock

 

As at March 31, 2020, capital amounted to R$3,163,796, represented by 3,137,364,724 shares, with 2,863,682,710 common shares and 273,682,014 preferred shares.

 

The cost with the issuance of shares as at March 31, 2020 and December 31, 2019 corresponds to R$155,618.

 

 

The Company’s shareholding structure is as follows:

 

03/31/2020

12/31/2019

 

Common

Preferred

Total

Common

Preferred

Total

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Fundo Volluto

100.00%

0.00%

23.00%

100.00%

-

23.00%

Mobi FIA

-

37.59%

28.94%

-

37.59%

28.94%

AirFrance - KLM

-

1.55%

1.19%

-

1.55%

1.19%

Other

-

2.23%

1.73%

-

2.23%

1.73%

Free Float

-

58.63%

45.14%

-

58.63%

45.14%

Total

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

 

 

The authorized share capital on December 31, 2019, is R$6 billion. Within the authorized limit, the Company may, upon a resolution of the Board of Directors, increase the share capital regardless of statutory reform, by issuing shares, without keeping a proportion between the different types of shares. Under the terms of the Law, in the case of a capital increase within the authorized limit, the Board of Directors will establish the issuance conditions, including the price and payment term.

 

25.2. Treasury Shares

                                                          

As at March 31, 2020, the Company had 3,006,390 treasury shares, totaling R$102,543 (3,006,390 shares in the amount of R$102,543 as at December 31, 2019). As at March 31, 2020, the average market price of treasury shares was R$11.37 (R$33.84 as at December 31, 2019).

 

40


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

26.      Earnings (Loss) per Share

 

Earnings (loss) per Company share was determined as follows:

 

 

Parent Company and Consolidated

 

03/31/2020

03/31/2019

 

Common

Preferred

Total

Common

Preferred

Total

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Numerator

   

 

 

 

 

Net Loss for the Period Attributable to Equity Holders of the Parent

(526,378)

(1,761,891)

(2,288,269)

(7,553)

(24,754)

(32,307)

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

Weighted Average Number of Outstanding Shares (in thousands)

2,863,683

273,866

-

2,863,683

268,138

 

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

2,863,683

273,866

-

2,863,683

268,138

 

Basic Loss per Share

(0.184)

(6.433)

 

(0.003)

(0.092)

 

Diluted Loss per Share

(0.184)

(6.433)

 

(0.003)

(0.092)

 

 

 

Diluted earnings (loss) per share are calculated by adjusting the weighted average number of outstanding shares by instruments potentially convertible into shares. The Company has only one category of potentially dilutive shares (stock option), as described in Note 27. However, due to the losses ascertained in the year ended on December 31, 2019 and March 31, 2020, these instruments issued by the parent company have no dilutive effect and therefore were not included in the total quantity of outstanding shares to calculate diluted losses per share.

 

27.      Share-based payments

 

 The conditions of the share-based compensation plans and restricted shares granted to the Company’s executives were detailed in the financial statements for the year ended December 31, 2019, and have not changed in the period ended March 31, 2020.

 

Changes in plans for the period ended March 31, 2020 are shown below:

 

27.1. Stock Option Plan - GOL

 

 

 

Number of

Stock Options

Weighted Average

Exercise Price

Outstanding Options on December 31, 2019

7,660,855

7.11

Options Exercised

(11,000)

12.81

Options Canceled and Adjustments in Estimated Prescribed Rights

1,769

27.45

Outstanding Options on March 31, 2020(Unaudited)

7,651,624

7.10

 

 

 

Number of Options Exercisable as of:

 

 

December 31, 2019

5,939,631

8.42

March 31, 2020 (Unaudited)

5,930,400

8.41

 

41


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The expense recognized in income for the year corresponding to the stock option plans in the three-month period ended March 31, 2020 was R$3,100 (R$6,128 in the three-month period ended March 31, 2019).

 

27.2. Restricted Share Plan - GOL

 

 

Total Restricted Shares

Transferable Restricted Shares as of December 31, 2019

1,533,996

Transferable Restricted Shares as of March 31, 2020 (Unaudited)

1,533,996

 

The expense recognized in income for the year corresponding to the stock option plans for the three-month period ended March 31, 2020 was R$ 1,592 (R$ 2,433 for the three-month period ended March 31, 2019).

 

27.3. Stock Option Plan – Smiles Fidelidade

 

During the year ended on March 31, 2020, the Company recognized R$598 in equity referring to the share-based compensation with a corresponding entry in the income statement under personnel expenses (R$811 for the three-month period ended on March 31, 2019).

 

Additionally, referenced to the Company’s shares, a complementary cash-settled bonus is granted to executives and employees, to strengthen their commitment and productivity with the results. On March 31, 2020, the balance of this obligation totaled R$702 (R$6,079 as of December 31, 2019) recorded under “Salaries”, referenced to 43,892 equivalent Company’s shares. The same amount was recorded under “Personnel Expenses” in the statement of operations (R$1,438 during the three-month period ended March 31, 2019) related to these rights.

 

42


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

28.      Transactions with Related Parties

 

28.1. Loan Agreements - Non-current Assets and Liabilities

 

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

 

 

 

 

 

Assets

Liabilities

 

 Creditor

Debtor

Type of Transaction

Interest

Rate (p.a.)

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

GOL

GLA

Loan

5.46%

886,053

507,408

-

2,121

GAC

GLA

Loan

(*)

1,313,473

1,018,369

454,889

161,229

Gol Finance

GLA

Loan

4.92%

2,721,990

1,914,924

-

-

Total

 

 

 

4,921,516

3,440,701

454,889

163,350

 

(*) According to the local legislation, the Company applies symbolic interest rates.

 

In addition to the amounts above, the following table shows the balances between the Companies eliminated in the Consolidated:

 

 

 

 

 

 

Balances

Creditor

Debtor

Type of Transaction

Maturity of the Contracts

Interest

Rate (p.a.)

03/31/2020

12/31/2019

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

Gol Finance

Gol

Subscription Bonus (*)

July 2024

-

602,350

602,350

Gol Finance Inc,

GAC

Loan

January 2023

8,64%

1,114,346

1,267,594

Gol Finance

GAC

Loan

March 2025

4,19%

1,265,233

1,061,747

Gol Finance

Gol Finance Inc,

Loan

January 2020

9,83%

159,213

945,721

Gol Finance Inc,

Gol Finance

Loan

July 2020

11,70%

19,307

196,298

Smiles Fidelidade

GLA

Advance ticket purchases

December 2032

5,87%

1,174,996

970,899

Smiles Fidelidade

GLA

Miles Sold

December 2032

-

18,589

32,271

Smiles Fidelidade

GLA

Management Fees

December 2032

-

1,329

1,300

Smiles Fidelidade

GLA

Letter of Indemnity Agreement

-

-

1,115

1,414

Smiles Fidelidade

GLA

Shared Services

December 2032

-

8,013

6,283

Smiles Fidelidade

GLA

Transfer - GLA

December 2032

-

6,209

23,540

Smiles Viagens

Smiles fidelidade

Dividends

December 2032

-

267

267

Smiles Fidelidade

GOL

Dividends

-

 

54,544

69,548

Total

 

 

 

 

4,425,511

5,179,232

(*) The subsidiary Gol Finance, through Gol Equity Finance, acquired the subscription bonus issued by the Company under the Exchangeable Senior Notes.

 

28.2. Transportation and Consulting Services

 

In the course of its operations, the Company, by itself and through its subsidiaries, entered into agreements with the companies listed below:

 

·     Mobitrans Administração e Participações S.A.: Business consultancy and advisory services, valid for an indefinite period

 

·     Viação Piracicabana Ltda.: Provision of passenger, baggage, crew and employee transportation services between airports, effective until September 30, 2021.

 

On March 31, 2020, the subsidiary GLA recognized a total expense related to these services of R$2,009 (R$2,758 on March 31, 2019). On the same date, the balance payable to related companies, under “suppliers”, was of R$1,887 (R$1,822 on December 31, 2019), and refers mainly to transportation operations with Viação Piracicabana Ltda.

 

43


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

                                                                                             

28.3. Contracts of Account Opening UATP (“Universal Air Transportation Plan”) to Grant Credit Limit

 

The subsidiary GLA entered into UATP account opening agreements with the related parties indicated below: Aller Participações S.A.; BR Mobilidade Baixada Santista S.A. SPE; Breda Transportes e Serviços S.A.; Comporte Participações S.A.; Empresa Cruz de Transportes Ltda.; Empresa de Ônibus Pássaro Marron S.A.; Empresa Princesa do Norte S.A.; Expresso Itamarati S.A.; Expresso Maringá do Vale S.A.; Expresso União Ltda.; Glarus Serviços Tecnologia e Participações S.A.; Limmat Participações S.A.; Quality Bus Comércio de Veículos S.A.; Super Quadra Empreendimentos Imobiliários S.A.; Thurgau Participações S.A.; Transporte Coletivo Cidade Canção Ltda.; Turb Transporte Urbano S.A.; Vaud Participações S.A.; and Viação Piracicabana Ltda., 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.

 

Such companies are owned by the individuals who control the funds FIP Volutto and Mobi FIA, the main shareholders of the Company

           

28.4. Commercial Partnership and Maintenance Agreement

 

On February 19, 2014, the Company signed an exclusive strategic partnership agreement for business cooperation with AirFrance-KLM. On January 1, 2017, the Company signed an extension of the scope for the inclusion of maintenance services. During the three-month period ended March 31, 2020, expenses on component maintenance carried out at the AirFrance-KLM workshop were R$171,290 (R$42,363 on March 31, 2019). As of March 31, 2020, the Company has R$142,338 in the “Suppliers” account in current liabilities (R$142,241 as of December 31, 2019).

 

28.5. Remuneration of Key Management Personnel

 

 

Consolidated

 

03/31/2020

03/31/2019

 

(Unaudited)

 

 

 

 

Salaries and Benefits (*)

12,968

20,205

Related Taxes and Charges

1,828

2,127

Share-Based Payments

2,554

2,668

Total

17,350

25,000

(*) Includes compensation for members of the management, audit committee and supervisory board.

 

44


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

Consolidated

 

03/31/2020

03/31/2019

 

(Unaudited)

 

 

 

 

Number of members

 

 

Board of Directors

9

9

Board of Directors – subsidiary

3

3

Statutory Executive Officers

4

4

Statutory Executive Officers - subsidiary

2

2

Non-Statutory Executive Officers

26

25

Fiscal Council

3

3

Fiscal Council – subsidiary

3

3

Statutory Audit Committee

3

3

Statutory Audit Committee - subsidiary

3

3

Total

56

55

 

 

29.      Revenue

 

Consolidated

 

03/31/2020

03/31/2019

 

(Unaudited)

 

 

 

 

Passenger Transportation (*)

3,026,498

3,129,021

Job Title

100,356

92,233

Mileage Revenue

109,887

102,111

Other Revenue

30,314

28,741

Gross Revenue

3,267,055

3,352,106

 

 

 

Related Tax

(119,328)

(141,298)

Net Revenue

3,147,727

3,210,808

(*) Of the total amount, the amount of R$139,257 in the three-month period ended March 31, 2020 is comprised of revenue from non-attendance of passengers, rescheduling, ticket cancellation (R$122,513 for the three-month period ended in March 31, 2019).

 

 

 

Consolidated

 

03/31/2020

%

03/31/2019

%

 

(Unaudited)

 

 

 

 

 

 

 

 

Domestic

2,652,079

84.3

2,688,589

83.7

International

495,648

15.7

522,219

16.3

Net Revenue

3,147,727

100.0

3,210,808

100.0

 

45


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

30.      Operating Costs, Selling and Administrative Expenses

 

 

Parent Company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Cost of Services Provided

       

Personnel

-

-

(453,316)

 (431,525)

Fuel and lubricants

-

-

(1,001,138)

 (995,186)

Maintenance, Material and Repairs

-

-

(144,321)

 (44,294)

Passenger Costs

-

-

(176,041)

 (152,145)

Services Provided

-

-

(45,493)

 (31,603)

Landing Fees

-

-

(201,742)

 (196,577)

Depreciation and Amortization

-

-

(496,290)

 (396,112)

Recovery of depreciation costs (c)

-

-

25,962

-

Other Operating Costs

-

-

(87,531)

 (54,695)

Total Cost of Services Provided

-

-

(2,579,910)

 (2,302,137)

 

 

 

 

 

Selling Expenses

 

 

 

 

Personnel

-

-

(9,429)

 (9,820)

Services Provided

-

-

(35,330)

 (37,621)

Sales and Marketing

-

-

(118,012)

 (133,055)

Other Selling Expenses

-

-

(6,186)

 (5,509)

Total Selling Expenses

-

-

(168,957)

 (186,005)

 

 

 

 

 

Administrative Expenses

 

 

 

 

Salaries (a)

(1,121)

(1,052)

(132,478)

 (132,473)

Services Provided

(2,178)

(3,583)

(93,145)

 (80,282)

Depreciation and Amortization

-

-

(31,746)

 (9,465)

Administrative and Other

-

-

(70,908)

(2,238)

Total Administrative Expenses

(4,999)

(4,635)

(328,277)

 (224,458)

 

 

 

 

 

Other Operating Income

 

 

 

 

Sale-Leaseback Transactions (b)

372,712

7,413

594,587

7,924

Other Operating Expenses

-

-

-

-

Other Operating Income (c)

3,596

10,732

360,251

 -

Total Other Operating Income (expenses), Net

376,308

18,145

954,838

 7,924

 

 

 

 

 

Total

371,309

13,510

(2,122,306)

(2,704,676)

 

(a)    The Company recognizes compensation paid to members of the Audit Committee, the Board of Directors and the Fiscal Council in the “Salaries” line item.

(b)    During the period ended March 31, 2020, the Company recorded a net gain of R$594,587 related to the sale-leaseback transaction of 11 aircraft (In the period ended March 31, 2019, the Company recorded a net gain of R$7,924 arising from sale-leaseback operations of 1 aircraft traded in the period).

(c)    See note 1.3, agreement Boeing.

 

46


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

31.       Financial Income

 

 

Parent Company

Consolidated

 

03/31/2020

03/31/2019

03/31/2020

03/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Financial Income

 

 

 

 

Gain on Derivatives

-

49,381

-

51,453

Gains from Financial Investments

5,226

2,484

119,479

30,242

Inflation Indexation

316

374

4,651

24,636

(-) Taxes on Financial Income (a)

(539)

(953)

(13,112)

(7,976)

Unrealized Gains - Conversion Right – ESN (b)

575,357

-

575,357

-

Interest Income

32,727

22,694

-

-

Other

3,829

157

11,871

4,085

Total Financial Income

616,916

74,137

698,246

102,440

 

 

 

 

 

Financial Expenses

 

 

 

 

Loss with Derivatives

-

(19,288)

(354,528)

(30,327)

Derivative Losses - Capped Call (b)

(148,500)

-

(148,500)

-

Unrealized Loss - Conversion Right

(131,033)

(93,691)

(206,556)

(176,429)

Bank Charges and Expenses

(45,386)

(3,829)

(51,285)

(12,318)

Exchange Offer Costs

-

-

 

-

Losses from Financial Investments

-

-

(57,248)

(9,689)

Interest on Leases

-

-

(138,389)

(119,653)

Other

(9,340)

(29,360)

(41,950)

(39,787)

Total Financial Expenses

(334,259)

(146,168)

(998,456)

(388,203)

 

 

 

 

 

Foreign Exchange Rate Change, Net

(721,263)

(15,029)

(2,943,404)

(115,332)

 

 

 

 

 

Total

(438,606)

(87,060)

(3,243,614)

(401,095)

 

(a)   Relates to taxes on financial income (PIS and COFINS), according to Decree 8426 of April 1, 2015.

(b)  See note 34.2.

 

47


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

32.      Segments

 

The information below presents the summarized financial position of the reportable operating segments as of March 31, 2020 and December 31, 2019:

 

32.1. Assets and Liabilities of the Operating Segments

 

 

03/31/2020

 

Flight Transportation

Smiles Loyalty Program

Combined Information

Eliminations

Total Consolidated

 

(Unaudited)

 

 

 

 

 

 

Assets

 

 

 

 

 

Current

3,252,226

 2,485,012

5,737,238

 (865,626)

 4,871,612

Noncurrent

 11,324,405

 550,423

 11,874,828

 (1,121,613)

 10,753,215

Total Assets

14,576,631

 3,035,435

17,612,066

 (1,987,239)

 15,624,827

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

 11,459,188

 1,359,004

12,818,192

 (683,752)

 12,134,440

Noncurrent

 14,154,744

 414,457

14,569,201

 (639,369)

13,929,832

Total Equity (Deficit)

 (11,037,301)

 1,261,974

 (9,775,327)

 (664,118)

 (10,439,445)

Total Liabilities and Equity (Deficit)

14,576,631

3,035,435

 17,612,066

 (1,987,239)

 15,624,827

 

 

 

12/31/2019

 

Flight Transportation

Smiles Loyalty Program

Combined Information

Eliminations

Total Consolidated

Assets

 

 

 

 

 

Current

3,243,363

2,763,448

6,006,811

(1,079,434)

4,927,377

Noncurrent

10,888,299

121,135

11,009,434

(638,365)

10,371,069

Total Assets

14,131,662

2,884,583

17,016,245

(1,717,799)

15,298,446

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

9,941,112

1,321,534

11,262,646

(900,046)

10,362,600

Noncurrent

11,867,062

357,714

12,224,776

(183,513)

12,041,263

Total Equity (Deficit)

(7,676,512)

1,205,335

(6,471,177)

(634,240)

(7,105,417)

Total Liabilities and Equity (Deficit)

14,131,662

2,884,583

17,016,245

(1,717,799)

15,298,446

 

 

48


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

32.2. Results of the operating segments

 

 

03/31/2020

 

Flight Transportation

Smiles Loyalty Program

Combined Information

Eliminations

Total Consolidated

 

(Unaudited)

 

 

 

 

 

 

Net Revenue

 

 

 

 

 

Passenger

 2,877,677

 -

 2,877,677

 63,656

 2,941,333

Cargo and Other

118,385

 -

118,385

(21.878)

206,394

Mileage Revenue

 -

171,331

 171,331

 (61,444)

-

Total net revenue (a)

2,996,062

171,331

3,167,393

(19,666)

3,147,727

 

 

 

 

 

 

Cost of Services Provided (b)

 (2,585,498)

 (24,002)

 (2,609,500)

 29,590

 (2,579,910)

Gross Profit

410,564

 147,329

557,893

9,924

567,817

 

 

 

 

 

 

Operating Income (Expenses)

 

 

 

 

 

Selling Expenses

 (135,699)

 (33,258)

 (168,957)

 -

 (168,957)

Administrative Expenses (c)

 (300,669)

 (39,053)

 (339,722)

 11,445

 (328,277)

Other Operating Income, Net

 951,342

 3,496

 954,838

 -

 954,838

Total Operating Expenses

 514,974

 (68,815)

 446,159

 11,445

 457,604

 

 

 

 

 

 

Equity Results

43,737

 -

43,737

 (43,737)

 -

 

 

 

 

 

 

Operating Result Before Net Financial Result and Income Taxes

 969,275

 78,514

1,047,789

 (22,368)

1,025,421

 

 

 

 

 

 

Financial Income (Expenses)

 

 

 

 

 

Financial Income

689,137

 22,591

711,728

 (13,482)

698,246

Financial Expenses

 (1,004,086)

 (9,852)

(1,013,938)

 15,482

 (998,456)

Financial Revenues (Expenses), Net

 (314,949)

 12,739

(302,210)

2,000

 (300,210)

 

 

 

 

 

 

Income Before the Exchange Rate Change, Net

 654,326

 91,252

745,579

 (20,368)

 725,211

 

 

 

 

 

 

Foreign Exchange Rate Change, Net

 (2,938,694)

 (2,772)

 (2,941,466)

 (1,938)

 (2,943,404)

 

 

 

 

 

 

Income (Loss) Before Income Taxes

(2,284,368)

 88,481

(2,195,887)

 (22,306)

(2,218,193)

 

 

 

 

 

 

Income and Social Contribution Taxes

 (3,901)

 (32,229)

 (36,130)

(7,286)

 (43,416)

Net Income (Loss) for the Period

(2,288,269)

56,252

(2,232,017)

 (29,592)

(2,261,609)

 

 

 

 

 

 

Net Income Attributable to Equity Holders of the Parent Company

 (2,288,269)

29,592

 (2,258,677)

 (29,592)

 (2,288,269)

Participation of Non-Controlling Interests

 -

26,660

26,660

 -

 26,660

 

 

49


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

03/31/2019

 

Flight Transportation

Smiles Loyalty Program

Combined Information

Eliminations

Total Consolidated

Net Revenue

 

 

 

 

 

Passenger

2,909,297

-

2,909,297

 124,256

3,033,553

Cargo and Other

99,272

-

99,272

(3,150)

96,122

Mileage Revenue

-

240,567

240,567

(159,434)

81,133

Total net revenue (a)

3,008,569

240,567

3,249,136

(38.328)

3,210,808

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Services Provided

(2,291,567)

(17,224)

(2,308,791)

6,654

(2,302,137)

Gross Profit

717,002

223,343

940,345

(31,674)

908,671

 

 

 

 

 

 

Operating Income (Expenses)

 

 

 

 

 

Selling Expenses

(211,004)

(28,167)

(239,171)

53,166

(186,005)

Administrative Expenses (c)

(186,683)

(30,401)

(217,084)

(7,374)

(224,458)

Other Operating Income (expenses), Net

7,924

914

8,838

(914)

7,924

Total Operating Expenses

(389,763)

(57,654)

(447,417)

44,878

(402,539)

 

 

 

 

 

 

Equity Results

84,002

-

84,002

(83,924)

78

 

 

 

 

 

 

Operating Result Before Net Financial Result and Income Taxes

411,241

165,689

576,930

(70,720)

506,210

Financial Income (Expenses)

 

 

 

 

 

Financial Income

89,857

34,908

124,765

(22,325)

102,440

Financial Expenses

(409,666)

(862)

(410,528)

22,325

(388,203)

Financial Revenues (Expenses), Net

(319,809)

34,046

(285,763)

-

(285,763)

 

 

 

 

 

 

Income Before the Exchange Rate Change, Net

91,432

199,735

291,167

(70,720)

220,447

 

 

 

 

 

 

Foreign Exchange Rate Change, Net

(116,161)

20

(116,141)

809

(115,332)

 

 

 

 

 

 

Income (Loss) Before Income Taxes

(24,729)

199,755

175,026

(69,911)

105,115

 

 

 

 

 

 

Income and Social Contribution Taxes

(7,578)

(57,841)

(65,419)

(4,490)

(69,909)

Net Income (Loss) for the Period

(32,307)

141,914

109,607

(74,401)

35,206

 

 

 

 

 

 

Net Income Attributable to Equity Holders of the Parent Company

(32,307)

74,401

42,094

(74,401)

(32,307)

Participation of Non-Controlling Interests

-

67,513

67,513

-

67,513

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

(b)   Includes depreciation and amortization charges totaling R$496,290 in the three-month period ended March 31, 2020 (R$396,112 in the three-month period ended March 31, 2019) allocated to the following segments (R$489,703 for air transportation and R$6,587 for the Smiles loyalty program (R$391,527 and R$4,585 in the three-month period ended March 31, 2019, respectively).

(c)   Includes depreciation and amortization charges totaling R$31,746 in the three-month period ended March 31, 2020 (R$9,465 for the three-month period ended March 31, 2019), allocated to the following segments: R$30,578 for air transportation and R$898 for Smiles loyalty program (R$8,616 and R$849 in the three-month period ended March 31, 2019, respectively).

 

 

33.      Commitments

 

On March 31, 2020, the Company had 95 firm commitments for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. The approximate amount of firm commitments in the current quarter considers an estimate of contractual discounts, and corresponds to approximately R$26,739,541 (corresponding to US$5,143,505 on the balance sheet date) and are segregated as follows:

 

 

03/31/2020

 

(Unaudited)

2023

3,607,188

2024 onwards

23,132,353

Total

26,739,541

 

 

50


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

34.      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 swaps, futures and options contracts based on oil, U.S. dollar and interest markets.

 

Financial instruments are managed by the Financial Policy Committee (“CPF”) in line with the Risk Management Policy approved by the Risk Policy Committee (“CPR”) and submitted to the Board of Directors. The details regarding the way the Company conducts risk management was broadly and in detail presented in the financial statements for the year ended December 31, 2019, and there have been no changes since.

 

 

51


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

34.1. Accounting Classifications of Financial Instruments

 

The accounting classifications of the Company’s consolidated financial instruments on March 31, 2020 and December, 31 2019 are as follows:

 

 

Parent Company

Consolidated

 

Measured at Fair Value through Profit or Loss

Amortized

Cost (c)

Measured at Fair Value through Profit or Loss

Amortized

Cost (c)

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

Assets

 

             

Cash and Cash Equivalents

-

-

438,663

1,016,746

1,591

5,505

657,436

1,639,920

Short-Term Investments

514

673

-

-

1,133,502

953,762

-

-

Restricted Cash

6,545

6,399

-

-

1,199,774

444,306

-

-

Derivative Assets

14,127

143,969

-

-

14,127

147,469

-

-

Trade Receivables

-

-

-

-

-

-

791,841

1,229,530

Securities and values receivable

-

-

446,942

-

-

-

446,942

-

Deposits (a)

-

-

68,097

51,055

-

-

1,550,447

1,126,609

Related Parties

-

-

4,921,516

3,440,701

-

-

-

-

Other Assets

-

-

66,297

79,587

-

-

176,419

140,006

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Debt (b)

141,588

626,557

7,215,161

5,968,583

141,588

626,557

9,382,101

7,783,284

Suppliers

-

-

16,834

19,116

-

-

1,329,022

1,296,417

Suppliers - Forfaiting

-

-

-

-

-

-

781,600

554,467

Derivatives

-

-

-

-

768,201

20,350

-

-

Payables to related parties

-

-

454,889

163,350

-

-

-

-

Airport fees and charges

-

-

-

-

-

-

779,939

728,339

Leases

-

-

-

-

-

-

7,418,654

6,052,780

Other Liabilities

-

-

23,393

23,501

-

-

103,256

164,709

 

 

(a)    Excludes judicial deposits, as described in Note 15.

(b)    The amount on March 31, 2020 and December 31, 2019, classified as measured at fair value through profit or loss, is related to the derivative contracted through Exchange Senior Notes.

(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 Notes and Senior Notes, as disclosed in Note 19. The fair values approximate the book values, according to the short-term maturity period of these assets and liabilities.

 

52


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

During the year quarter ended March 31, 2020, there was no change on the classification between categories of the financial instruments.

 

34.2. Derivative and Non-Derivative Financial Instruments

 

The Company’s derivative financial instruments were recorded in the following balance sheet items:

 

Derivatives

Non-Derivative

 

 

Fuel

Interest Rate Risk

Foreign Currency Risk

Capped Call

ESN (**)

Revenue Hedge

Total

Fair Value Variations:

             

Derivative Rights (Obligations) on December 31, 2019

 (20,350)

 -

3,500

143,969

(626,557)

-

 (499,438)

Gains (losses) Recognized in Profit or Loss

-

-

18,300

(148,500)

575,357

-

445,157

Gains (losses) recognized as exchange variation

-

-

-

18,658

(90,388)

-

(71,730)

Gains (losses) recognized in other comprehensive income (loss)

(880,412)

-

-

-

-

-

(880,412)

Settlements (Payments Received) During the Period

132,561

-

(21,800)

-

-

-

110,761

Derivative Assets (Liabilities) at March 31, 2020 (Unaudited)

(768,201)

-

-

14,127

(141,588)

-

(895,662)

               

Changes in Other Comprehensive Income (Loss)

 

 

 

 

 

 

 

Balances on December 31, 2019

(53,242)

(311,365)

-

 

 

(165,436)

(530,043)

Amounts transferred from income statement

(880,412)

-

-

 

 

-

(880,412)

Adjustments of Hedge Accounting of Revenue

-

-

-

 

 

(931,086)

(931,086)

Reversal to Profit or Loss

109,145

2,108

-

-

-

40,685

151,938

Derecognition of hedge

291,925

-

-

 

 

290,346

582,271

Balances at March 31, 2020 (Unaudited)

(532,584)

(309,257)

-

 

 

(765,491)

(1,607,332)

 

 

 

 

 

 

 

 

Effect on Profit or Loss

(401,070)

(2,108)

18,300

(129,842)

484,969

600,055

570,304

               

 

Classification of Effects on Income

 

Classification

03/31/2020

 

 

 

(Unaudited)

Revenue hedge

 

Net revenue

(16,086)

Revenue hedge

 

Financial expense

616,141

Fuel

 

Costs

(28,902)

Fuel

 

Financial expense

(372,168)

Lease

 

Financial expense

(2,108)

Unrealized Losses with Conversion Right – ESN

 

Financial expense

575,357

Unrealized Losses with Conversion Right – ESN

 

Exchange variation

(90,388)

Derivative Losses - Capped Call

 

Financial expense

(148,500)

Derivative Losses - Capped Call

 

Exchange variation

18,658

Foreign Exchange Rate Change, Net

 

Exchange variation

18,300

Total assets

 

 

570,304

 

The Company may adopt hedge accounting for derivatives contracted to hedge the cash flow and that qualify for this classification as per CPC 48 - “Financial Instruments” (IFRS 9). On March 31, 2020, the Company adopts as a cash flow hedge to protect the interest rates (predominantly Libor), and to protect the aviation fuel and future income in US dollar.

 

As disclosed in Note 1.1, because of the reduction in operations due to the adoption of the essential network, the Company discontinued the hedge relations of operations designated as cash flow hedges, as a previously estimated drop in fuel consumption is expected. Accordingly, we transferred the amount of R$291,925 from the “equity appraisal adjustment” group in equity to “financial losses” as “derivative losses”.

 

53


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

Additionally, because of the temporary interruption of all international flights, the Company also discontinued the hedge relations of hedge accounting operations used to protect future revenues in foreign currency (hedged object), using leasing contracts as hedge instruments. That said, we transferred from the “equity valuation adjustment” group in shareholders’ equity to the financial result as “exchange variation expenses” the amount corresponding to R$290,346.

 

34.3. Market Risks

 

34.3.1. Fuel

 

The price of aircraft fuel varies depending on the volatility of the price of crude oil and its derivatives. To mitigate losses linked to variations in the fuel market, on March 31, 2020, the Company had call options and Collar, Brent and WTI derivatives. During the three-month period ended March 31, 2020, the Company recognized total losses in the income statement in the total amount of R$401,071 related to fuel derivatives (as at March 31, 2019, the Company recognized total losses in the statement of income) result in the total amount of R$18,190).

 

34.3.2. Interest Rate

 

The Company is exposed to future leasing operations, whose installments to be paid are exposed to the variation of the Libor rate until the receipt of the aircraft. To mitigate such risks, the Company may use derivative financial instruments of the Libor interest rate swap type. During the three-month period ended March 31, 2020, the Company recognized a total loss from interest hedge transactions in the amount of R$2,108 (loss of R$4,851 in the three-month period ended March 31, 2019).

 

34.3.3. Foreign Currency Risk

 

The foreign exchange risk arises from the possibility of unfavorable exchange rate variations to which the Company’s liabilities or cash flow are exposed. During the three-month period ended March 31, 2020, the Company recognized a total gain from foreign exchange hedge operations in the amount of R$18,300 (as of March 31, 2019 the gain recognized in the result was R$1,978).

 

54


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

The Company’s foreign currency exposure is summarized below:

 

 

Parent Company

Consolidated

 

03/31/2020

12/31/2019

03/31/2020

12/31/2019

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

Assets

 

 

 

 

Cash, Equivalents, Short-Term Investments and Restricted Cash

438,049

647,671

 1,327,049

1,035,802

Trade Receivables

-

-

 210,828

202,363

Securities receivable

446,942

-

446,942

-

Recoverable Taxes

-

-

 10,451

5,312

Deposits

65,850

51,056

 1,550,447

1,126,609

Derivative Assets

14,127

143,969

 14,127

147,469

Total Assets

964,968

842,696

3,559,844

2,517,555

 

 

 

 

 

Liabilities

 

 

 

 

Short and Long-Term Debt

(7,356,748)

(6,595,140)

 (8,943,116)

(7,831,116)

Suppliers

(4,551)

(3,164)

 (550,313)

(462,636)

Derivatives

-

-

 (768,201)

(20,350)

Operating Leases

-

-

 (7,374,984)

(6,007,973)

Total Liabilities

(7,361,299)

(6,598,304)

 (17,636,614)

(14,322,075)

 

 

 

 

 

Exchange Exposure

(6,396,331)

(5,755,335)

(14,076,769)

(11,804,517)

 

 

 

 

 

Commitments Not Recorded in the Statements of Financial Position

 

 

 

 

Future Commitments Resulting from Firm Aircraft Orders

(26,739,541)

(65,779,883)

(26,739,541)

(65,779,883)

Total

(26,739,541)

(65,779,883)

(26,739,541)

(65,779,883)

 

 

 

 

 

Total Foreign Currency Exposure - R$

(33,135,872)

(71,535,491)

(40,816,310)

(77,584,400)

Total Foreign Currency Exposure - US$

(6,373,877)

 (17,747,659)

(7,851,253)

(19,248,369)

Exchange Rate (R$/US$)

5.1987

4.0307

5.1987

4.0307

 

 

The Company is mainly exposed to the variation of the U.S. dollar.

 

34.3.4. Capped Call

 

The Company, through Gol Equity Finance, in the context of the pricing of the ESN issued on March 26, April 17, and July 17, 2019, contracted private derivative operations (“capped call”) with part of the Note subscribers with the purpose of minimizing the potential dilution of the Company’s preferred shares and ADSs.

 

The Company recognized a total expense with capped call operations in the amount of R$129,842, comprising R$148,500 of changes in fair value, net of R$18,658 of exchange rate variation, for the three-month period ended March 31, 2020 (R$19,288 as of March 31, 2019).

 

34.4. 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.

 

55


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

Credit limits are set for all customers based on internal credit rating criteria and carrying amounts represent the maximum credit risk exposure. Customer creditworthiness is assessed based on an internal system of extensive credit rating. Outstanding trade receivables are frequently monitored by the Company.

 

Derivative financial instruments are contracted in the over-the-counter market (OTC) with counterparties rated investment grade or higher, or in a commodities and futures exchange (B3 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.

 

34.5. Liquidity Risk

 

The maturity schedules of the Company’s consolidated financial liabilities on March 31, 2020, and December 31, 2019 are as follows:

 

Parent Company

 

Less than 6 months

6 to 12 months

1 to 5 years

More than

5 Years

Total

 

(Unaudited)

 

 

 

 

 

 

Short and Long-Term Debt

 228,440

 1,750,500

 7,265,186

 2,367,863

 11,611,989

Suppliers

 16,834

 -

 -

 -

 16,834

At March 31, 2020

 245,274

 1,750,500

 7,265,186

 2,367,863

 11,628,823

           

Short and Long-Term Debt

 200,598

 1,413,645

 6,587,415

 1,923,019

 10,124,677

Suppliers

 19,116

 -

 -

 -

 19,116

At December 31, 2019

 219,714

 1,413,645

 6,587,415

 1,923,019

 10,143,793

 

 

Consolidated

 

Less than 6 months

6 to 12 months

1 to 5 years

More than

5 years

Total

 

(Unaudited)

 

 

 

 

 

 

Short and Long-Term Debt

 636,898

 2,089,696

 7,956,408

 2,465,682

 13,148,684

Leases

 1,034,991

 746,441

 4,067,733

 1,569,489

 7,418,654

Suppliers

1,272,819

 -

 56,203

 -

 1,328,603

Suppliers - Forfaiting

781,600

 -

 -

 -

 782,019

Derivatives

 702,604

 -

 65,597

 -

 768,201

At March 31, 2020

 4,428,912

 2,836,137

 12,145,941

 4,035,171

 23,446,161

           

Short and Long-Term Debt

 1,112,414

 1,724,940

 7,519,263

 1,890,448

 12,247,065

Leases

 1,257,430

 1,018,266

 5,862,268

 967,404

 9,105,368

Suppliers

 1,286,264

 -

 10,142

 -

 1,296,406

Suppliers - Forfaiting

 554,467

 -

 -

 -

 554,467

Derivatives

 9,080

 -

 11,270

 -

 20,350

At December 31, 2019

 4,219,655

 2,743,206

 13,402,943

 2,857,852

 23,223,656

 

 

56


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

34.6. Sensitivity Analysis of Financial Instruments

 

34.6.1. Foreign Currency Risk

 

On March 31, 2020, the Company adopted an exchange rate change of R$5.1987/US$1.00, corresponding to the month’s closing rate disclosed by the Central Bank of Brazil as a probable scenario. The table below shows the sensitivity analysis and the effect on profit or loss of exchange rate fluctuations in the exposure on March 31, 2020:

 

 

 

Parent Company

Consolidated

 

Exchange Rate

Effect on Profit or Loss

Effect on Profit or Loss

Net Liabilities Exposed to the Risk of Appreciation of the U.S. Dollar

5.1987

 6,396,331

 14,076,769

 

(Unaudited)

 

 

 

 

Dollar Depreciation (-50%)

2.5994

 3,198,166

 7,038,385

Dollar Depreciation (-25%)

3.8990

 1,599,083

 3,519,192

Dollar Appreciation (+25%)

6.4984

 (1,599,083)

 (3,519,192)

Dollar Appreciation (+50%)

7.7981

 (3,198,166)

 (7,038,385)

 

34.6.2. Fuel Risk

 

On March 31, 2020, the Company, through its subsidiary GLA, has oil derivative contracts for protection equivalent to 71% of 12-month consumption, protection equivalent to 61% of 24-month consumption. The probable scenarios used by the Company are the market curves at the close of March 31, 2020, for derivatives that hedge the fuel price risk. The table below shows the sensitivity analysis in U.S. dollars of the fluctuations in jet fuel barrel prices:

 

 

 

Fuel

 

US$/bbl (WTI)

R$ (000)

Price barrel

22.44

 

 

(Unaudited)

 

 

 

Decline in Prices/Barrel (-50%)

18.00

 (1,644,663)

Decline in Prices/Barrel (-25%)

26.99

 (1,225,805)

Increase in Prices/Barrel (+25%)

44.99

 (237,030)

Increase in Prices/Barrel (+50%)

53.99

 394,231

 

34.6.3. Interest Rate Risk

 

On March 31, 2020, the Company holds financial investments and financial liabilities indexed to several rates and positions in Libor derivatives. In its sensitivity analysis of non- derivative financial instruments, it was considered the impacts on the yearly interest of the exposed values on March 31, 2020 (see Note 19) 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:

 

57


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

Short-term Investments Net of Financial Debt (a)

Risk

Increase in

the CDI Rate

Increase in

the CDI Rate

 

(Unaudited)

 

 

 

Reference Rates

3.65%

1.45%

Exposure Amount (Probable Scenario) (b)

941.592

(1.564.663)

Remote Favorable Scenario (-50%)

 (926,137)

 1,541,968

Possible Favorable Scenario (-25%)

 7,727

 (11,348)

Possible Adverse Scenario (+25%)

 3,864

 (5,674)

Remote Adverse Scenario (+50%)

 (3,864)

 5,674

(a)  Total invested and raised in the financial market at the CDI rate and Libor interest rate.

(b)  Book balances recorded as of March 31, 2020.

Measurement of the Fair Value of Financial Instruments

 

To meet the disclosure requirements of financial instruments measured at fair value, the Company and its subsidiaries must group these instruments at levels 1 to 3 based on the observable degree of fair value:

 

·      Level 1: Fair value measurements are obtained from quoted (unadjusted) prices in identical active or passive markets;

·      Level 2: Fair value measurements are obtained from other variables other than the quoted prices included within Level 1, which are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

·      Level 3: Fair value measurements are obtained from valuation techniques that include variables for the asset or liability but are not based on observable market data (unobservable data).

 

The following table shows a summary of the financial instruments measured at the fair value of the Company and its subsidiaries, including their related classifications of the valuation method, on March 31, 2020 and December 31, 2019:

 

 

 

Parent Company

 

 

03/31/2020

12/31/2019

 

Fair Value Level

Book

Value

Fair

Value

Book

Value

Fair

Value

 

(Unaudited)

 

 

 

 

 

 

Short-Term Investments

Level 1

514

514

673

673

Restricted Cash

Level 2

6,545

6,545

6,399

6,399

Rights with derivative transactions

Level 2

14,127

14,127

143,969

143,969

Derivative Assets

Level 2

(141,587)

(141,587)

(626,557)

(626,557)

 

 

 

Consolidated

 

 

03/31/2020

12/31/2019

 

Fair Value Level

Book

Value

Fair

Value

Book

Value

Fair

Value

 

(Unaudited)

 

 

 

 

 

 

Cash and Cash Equivalents

Level 1

1,591

1,591

5,505

5,505

Short-Term Investments

Level 1

1,133,502

1,133,502

953,762

953,762

Restricted Cash

Level 2

1,199,774

1,199,774

444,306

444,306

Derivative Assets

Level 2

14,127

14,127

147,469

147,469

Fair Value Adjustment of Derivatives

Level 2

(141,587)

(141,587)

(626,557)

(626,557)

Derivatives Liabilities

Level 2

(768,201)

(768,201)

(20,350)

(20,350)

 

 

58


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

34.7.         Capital Management

 

The Company seeks capital alternatives with the purpose to meet its operational needs, with the goal to achieve a capital structure the considers the due parameters for financial costs and the maturity terms of funding and its guarantees. The Company monitors its financial leverage degree, which corresponds to the net debt, including short- and long-term. The table below shows the financial leverage:

 

 

Consolidated

 

03/31/2020

12/31/2019

 

(Unaudited)

 

 

 

 

Total Loans and Financing

(9,523,689)

(8,409,841)

Total Leases to Pay

(7,418,654)

(6,052,780)

 (-) Cash and Cash Equivalents

739,386

1,645,425

 (-) Financial Investments

1,053,143

953,762

Net Debt

(15,149,814)

(11,863,434)

 

35.      Non-cash Transactions

 

 

Parent Company

 

03/31/2020

03/31/2019

 

(Unaudited)

 

 

 

 

Initial Adoption - IFRS 16 (Investments / Accumulated Losses)

-

2,436,334

Share-Based Compensation (Investments / Share-Based Compensation)

(5,475)

-

Unrealized Results from Derivatives (Investments / Equity Valuation Adjustment)

1,077,289

-

Actuarial Losses from Post-Employment Benefits

-

46,496

Interest on Shareholders’ Equity to be Distributed, Net of Taxes (Investments/ISE)

-

8,338

Dividends (Investments / Dividends)

-

228,359

Boeing agreement - exchange rate variation (Exchange rate variation / Related parties / Receivables / Fixed assets)

383,900

-

 

 

Consolidated

 

03/31/2020

03/31/2019

 

(Unaudited)

 

 

 

 

Initial Adoption - IFRS 16

-

2,436,334

Actuarial Losses from Post-Employment Benefits

-

46,496

Interest on Shareholders’ Equity to be Distributed, Net of Taxes

-

(7,512)

Dividends

-

238,359

Write-off of Lease Agreements

(58,402)

3,501

Acquisition of Property, Plant and Equipment through Financing (Fixed Assets / Loans and Financing)

25,794

114,623

Guarantee Deposits (Deposits / Leases Payable)

-

(476)

Maintenance Reserve (Deposits / Leases Payable)

-

(1,692)

Right to Use Flight Equipment (Fixed Assets / Leases Payable)

45,653

-

Provision for aircraft return (Fixed assets / Provisions)

(78,062)

-

Unrealized income from derivatives (right with derivatives / equity valuation adjustment)

880,412

-

Boeing Agreement - exchange rate variation (Exchange rate / Fixed assets)

136,962

-

 

 

59


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

36.      Liabilities from Financing Activities

 

The movements for the three-month periods ended March 31, 2020 and 2019 of the liabilities of the Company’s financing activities are shown below:

 

36.1. Parent Company

 

 

03/31/2020

 

 

 

 

Adjustment to profit

 

 

Opening balance

Cash flow

Payment of interest and loan costs

Exchange variations, net

Provision for lost and cost amortization

Unrealized derivatives results

Closing balance

 

(Unaudited)

 

 

 

 

 

 

 

 

Loans and financing

6,595,140

(405,878)

(207,971)

1,817,034

133,781

(575,357)

7,356,749

 

 

 

 

 

 

 

 

 

 

03/31/2019

 

 

 

 

Adjustment to profit

 

 

Opening balance

Cash flow

Payment of interest and loan costs

Exchange variations, net

Provision for interest and cost amortization

Unrealized derivatives results

Closing balance

Loans and financing

 4,659,102

 1,071,625

 (145,580)

18,562

86,460

(49,381)

5,640,788

 

 

 

 

 

 

 

 

 

 

60


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

 

36.2. Consolidated

 

 

 

 

03/31/2020

 

 

 

 

 

Variations not affecting cash

Adjustment to profit

 

 

 

Opening Balance

Cash Flow

Payment of interest and loan costs

Obligations from derivatives transactions

Provision for property, plant and equipment

Acquisition of property, plant and equipment through financing

Exchange variations, net

Provision for interest and cost amortization

Unrealized derivatives results

Other

Closing Balance

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

8,409,841

(441,414)

(220,930)

-

-

25,794

2,172,016

153,739

575,357-

-

9,523,689

Leases payable

6,052,780

(421,714)

(4,530)

-

-

-

1,694,437

141,532

-

(43,851)

7,418,654

Obligations from derivatives transactions

20,350

-

-

747,851

-

-

-

-

-

-

768,201

                       

 

 

 

 

 

 

 

 

 

03/31/2019

 

 

 

 

 

 

 

Variations not affecting cash

Adjustment to profit

 

 

 

Opening Balance

Cash Flow

First-time adoption adjustment CPC 06 (R2)

JSCP distributed through subsidiary Smiles

Payment of interest and loan costs

Obligations from derivatives transactions

Provision for property, plant and equipment

Acquisition of property, plant and equipment through financing

Exchange variations, net

Provision for interest and cost amortization

Unrealized derivatives results

Other

Closing Balance

Loans and financing

 6,443,807

880,808

-

-

 (169,679)

-

-

114,623

28,553

119,037

(49,381)

-

7,367,768

Leases payable

912,145

(354,926)

5,370,868

-

(5,965)

-

-

232,513

40,863

122,778

-

(2,168)

6,316,108

Other obligations

147,239

(7,371)

-

8,249

-

-

-

-

-

-

-

(2,338)

512

                           

 

 

61


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

37.      Insurance Coverage

 

On March 31, 2020, the most relevant insurance coverage, by nature, considering the aircraft fleet in relation to the maximum reimbursable amounts indicated in U.S. dollars, together with the insurance coverage of the subsidiary Smiles, are as follows:

 

 

In thousands of

R$

In thousands of US$

 

(Unaudited)

 

 

 

GLA

 

 

Warranty - Hull/War

441,890

85,000

Civil Liability per Event/Aircraft (a)

3,899,025

750,000

Inventories (local) (b)

1,299,675

250,000

Smiles

 

 

Rent Guarantee (Cond. Rio Negro - Alphaville)

1,318

-

D&O Liability Insurance

100,000

-

Fire (Property Insurance Cond. Rio Negro - Alphaville)

12,747

-

 

(a)  In accordance with the agreed amount for each aircraft up to the maximum limit indicated.

(b) Values per incident and annual aggregate.

 

Pursuant to Law 10.744 of October 9, 2003, the Brazilian government assumed the commitment to complement any civil-liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which 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.

 

38.       Subsequent Events (Unaudited)

 

38.1. Impacts due to the COVID-19 Pandemic

 

As disclosed in note 1.1, the pandemic unleashed by COVID-19 is responsible for major disruptions in the global economic activity and has onset an unprecedented crisis.

 

Given this scenario, the Company adopted several measures in April, mainly to reduce fixed and variable costs, preserve the cash and strengthen the liquidity position. These measures are highly complex and have significant impacts on the Company’s business and were presented in detail in note 1.1 and its sub-items.

 

38.2. Change in the Maturity of the Debentures and Early Waiver Granted

 

On April 9, 2020, the Debenture Holders’ Meeting decided to postpone the amortization of debentures totaling R$148 million, originally scheduled to occur from March 28 to September 28, 2021. On this date, the Meeting also granted a  waiver regarding the non-compliance with the financial rates and limits set for the fiscal year of 2020, which would be measured on June 30 and December 31, 2020. The current readings will remain in force as of the fiscal year of 2021

 

38.3. Renegotiation of Lease Agreements

 

In April 2020, the Company renegotiated 15 aircraft and engine lease agreements.

 

62


 

Notes to the Preliminary Quarterly Information

(without independent auditors’ limited review report)

For the three-month period ended March 31, 2020.

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

 

 

Considering that there is no change in the total payment flow of these aircraft, since we have only delayed some lease installments until January / 2021, we will not have impacts recorded in the financial statements in the subsequent period, other than of interest total of R $ 644.

 

There was no change in the discount rates previously adopted due to renegotiations.

 

 

63

 

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: May 4, 2020

 

 

GOL LINHAS AÉREAS INTELIGENTES S.A.

   
   

By:

/s/ Richard F. Lark, Jr.


 

 

Name: Richard F. Lark, Jr.

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 of future 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 actually 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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