GOL Gol Linhas Aereas Inteligentes SA

Contents

Consolidated statements of financial position September 30, 2021 and December 31, 2020 (In thousands of Reais - R$)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Consolidated statements of financial position September 30, 2021 and December 31, 2020 (In thousands of Reais - R$)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Consolidated statements of operations

Consolidated statements of operations Nine-month periods ended September 30, 2021 and 2020 (In thousands of Reais - R$, except Basic and Diluted loss per share)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Statement of comprehensive income

Consolidated statements of comprehensive income (loss) Nine-month periods ended September 30, 2021 and 2020 (In thousands of Reais - R$)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Consolidated statements of changes in equity Nine-month periods ended September 30, 2021 and 2020 (In thousands of Reais - R$)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Consolidated statements of cash flows Nine-month periods ended September 30, 2021 and 2020 (In thousands of Reais - R$)

Consolidated statements of cash flows Nine-month periods ended September 30, 2021 and 2020 (In thousands of Reais - R$)

The transactions that don’t affect cash and cash equivalents are presented in Note 33 of these unaudited interim condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GOL”) is a limited liability company incorporated on March 12, 2004 under Brazilian laws. The Company’s bylaws states that the corporate purpose is exercising the equity control of GOL Linhas Aéreas S.A. (“GLA”), which explores regular and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally; 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 adopts B3’s Special Corporate Governance Practices Level 2 and is part of the Special Corporate Governance (“IGC”) and Special Tag Along (“ITAG”) indexes, created to distinguish companies that commit to special corporate governance practices.

The Company’s official headquarters are located at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

The third quarter of 2021 was marked as a period of recovery in global economic activity with progress in vaccination and a reduction in the number of cases and deaths due to the pandemic triggered by Covid-19, which directly affects the demand for air tickets in the leisure and corporate markets.

Considering the intensification in the pace of vaccination observed in the country, which currently has more than half of the population fully immunized and 71% having already received the first dose, the airline industry maintained in the third quarter of 2021 the demand recovery with an increase in sales and search for flights on search platforms, which include trips scheduled for the next high season.

GOL's operations reflected an increase in the volume of flights, with more than 36 thousand departures in the third quarter of 2021, compared to approximately 20 thousand departures in the second quarter of 2021. The daily sales volume also reflected this increase, from R$11 million per day on July 1^st, 2021 to R$23 million per day on September 30, 2021, which continues to be observed in October, 2021 with a daily peak above R$58 million. Since the beginning of the pandemic, GOL, through the readjustment of its air network, has maintained a consistent occupancy rate at a level close to 80%, reaching 81.4% in the third quarter of 2021.The flexible business model based on a single type of fleet is essential to keep up with reductions of more than 90% in passenger demand observed during lockdown periods and the installation of sanitary barriers.

In 2021, Gol maintains the initiative to transport Covid-19 vaccines for free – with GOLLOG – and health professionals who work directly in the fight against the pandemic, besides crediting 1,000 Smiles miles to each GOL segment flown at no cost. There are also active and strict protocols for aircraft hygiene and safety and health, together with actions to reduce human contact throughout the entire chain.

The Company, through its Executive Committee, which is entirely formed by the management board members, works promptly to support society, monitor demand, and define financial and operational strategies. Following WHO guidelines to the letter, the Company is currently working with its ecosystem to help advance the vaccination calendar, which should lead to the resumption of economic activity, as seen in initial forecasts in countries with advanced immunization.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

As already mentioned, the impacts caused by the pandemic were immediate and severe to the Company, with the main consequence being the reduction in the operational network, in response to the drop in demand, which can be verified by the decrease in net revenue and reduction in the Company's margins.

Like all other business organizations, the Company cannot foresee the duration of the pandemic and the extent of the continuous impacts caused by it on future business, results, and cash generation. For this reason, when preparing this quarterly information, the Management considered the most recent forecasts available, duly reflected in the Company’s business plans. In the period ended on September 30, 2021, no adjustment was needed regarding impairments on the Company’s Recoverable taxes, Deferred tax assets, Property, plant & equipment, and Intangible assets.

The net working capital consolidated on September 30, 2021, is negative by R$8,446,330 (negative by R$7,152,865 on December 31, 2020). The variation is mainly due to an increase of leases payable totaling R$821,757, as a result of the deferrals negotiation in lease agreements, an increase of R$246,232 in advance ticket sales and R$161,267 in provisions, which reflect a higher volume of operations expected to coming quarters. Of the negative net working capital as of September 30, 2021, R$3,533,629 refers to advances from ticket sales and the mileage program, (R$3,309,301 on December 31, 2020), which are expected to be substantially recognized with the Company’s services.

On September 30, 2021, the Company also had a deficit attributable to equity holders of the parent company of R$18,279,614 (negative in R$14,407,092 on December 31, 2020). The variation observed is due to the pandemic’s impacts on the Company’s operations and mainly due to the negative exchange variation resulting from the devaluation of the Brazilian real, with a loss of R$4,412,215 attributable to the controlling shareholders in the nine-month period ended September 30, 2021. This impact was partially offset by the capital increase promoted by the Company's shareholders in the amount of R$423,061.

The operations of the Company are sensitive to changes in the economic scenario and to the volatility of the Real, given that around 96.1% of its indebtedness (loans and financing and leases) are exposed to the U.S. dollar (“US$”) and 36.3% of its costs are also pegged to the U.S. currency, and its ability to adjust the price of fees charged from its customers to recapture the change of the US$ depends on the rational (offer) capacity and behavior of competitors.

Over the past four years, Management has taken a series of measures to adapt the size of its fleet to demand, matching the supply of seats with the level of demand, thus promoting the maintenance of high occupancy rates, reducing costs and adapting the capital structure, as well as, executing structuring initiatives of its balance sheet.

In the period ended September 30, 2021, GOL completed important initiatives to strengthen its capital structure, such as: (i) acquisition of non-controlling shareholders in Smiles; (ii) issues of additional (retap) Senior Secured Notes of US$450 million; (iii) capital increase of R$423 million, led by the Company's controlling shareholders and with participation in the subscription by minority shareholders and; (iv) full payment of the remaining balance of its principal amortizable debt, guaranteed financing, in the amount of R$410 million in principal and interest, with the release of assets in guarantee. In addition, the Company has expanded its commercial cooperation with American Airlines Group through an exclusive codeshare agreement with an estimated equity investment to the Company's capital of US$200 million and it has completed the refinancing of its short-term debt with the local banks, which should have their effects on the financial statements of December 31, 2021. These initiatives resulted in an upgrade of the Company's credit rating by Fitch to B- and change in Standard & Poor's credit rating perspective from stable to positive, will also provide better financial flexibility for the Company and sustain its liquidity through the resumption of the volume of its operations to the high season.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

With the outbreak of the pandemic, which led to an unprecedented economic crisis, Management reorganized the Company’s businesses. By continuously monitoring Covid-19’s impacts on economic activity, the Company works promptly to ensure business sustainability, considering the market’s management and the Company’s financial position.

In addition to the continuous monitoring of operations and sales, with a focus on economic balance, given the uncertain scenario, Management monitors possible additional measures to rebalance net working capital for the next 12 months. Such measures, in case adopted, will have the purpose of optimizing the capital structure, and the definition will be based on a detailed assessment of the economic situation and perspectives of that particular moment.

Our unaudited interim condensed consolidated financial statements have been prepared on the assumption of the Company as a going concern, which includes the continuity of operations, realization of assets and compliance with liabilities and commitments in the usual course of business, in conformity with the business plan prepared by Management, reviewed and approved by the Board of Directors.

Although there is still a substantial uncertainty about how long it will take the airline industry to recover, and that leads to material uncertainty on our ability to continue as a going concern, the unaudited interim condensed consolidated financial statements as of September 30, 2021, don’t include any adjustment that may result from inability to continue operating.

The corporate structure of the Company and its subsidiaries, on September 30, 2021, is shown below:

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

The Company’s equity interest in the capital of its subsidiaries, on September 30, 2021, is shown below:

The subsidiaries GAC Inc., GOL Finance and GOL Finance Inc. are entities incorporated with the specific purpose of continuing the financial operations and related to the Company's fleet. They do not have an independent management structure and are unable to make independent decisions. Thus, the assets and liabilities of these entities are consolidated in the parent company.

GTX S.A., directly controlled by the Company, is in a pre-operational stage and its corporate purpose is to manage its own assets and participate in the capital of other companies.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

Smiles Viagens e Turismo S.A. (“Smiles Viagens”), has as main purpose intermediate travel organization services, by booking or selling airline tickets, accommodation, tourism packages, among others. The subsidiaries Smiles Fidelidade Argentina S.A. and Smiles Viajes Y Turismo S.A., both headquartered in Buenos Aires, Argentina, have the purpose to promote operations of the Smiles Program and the sale of airline tickets in that country.

The investment funds Airfim and Fundo Sorriso, controlled by GLA, have the characteristic of an exclusive fund and act as an extension to carry out operations with derivatives and investments, so that the Company consolidates the assets and liabilities of this fund in its financial statements.

As a result of the implementation of the proposed merger of shares approved by Smiles and GOL shareholders of Smiles and GOL, on June 4, 2021, Smiles Fidelidade became a wholly owned subsidiary of GLA, and September 1^st, 2021 it was merged into GLA.

The merger proposal comprised the following steps:

·        exercise of the right of withdrawal, which was exercised on 176 preferred shares of GOL and 28,220 common shares of Smiles, whose total amount of R$299 was settled on May 12, 2021;

·        transfer of control of Smiles Fidelidade S.A. from GOL to GLA, through a capital increase in the amount of R$350,075;

·      incorporation of non-controlling Smiles Fidelidade shares by GLA, issuing preferred shares and redeemable preferred shares of GLA to the shareholders of Smiles Fidelidade, followed by the merger of GLA shares by the Company, with the issue of 22,433,975 new preferred shares, 25,707,301 class B preferred shares and 33,113,683 class C preferred shares;

·      redemption of GLA’s and the Company's redeemable preferred shares, with cash payment based on the redemption of the Company's redeemable preferred shares to the shareholders of Smiles Fidelidade, for the total amount of R$744,450; and

·      completion of the transaction with the merger of Smiles Fidelidade by GLA on September 1^st, 2021.

On June 08, 2021, GOL entered into an agreement to acquire MAP Transportes Aéreos Ltda. (“MAP”), a Brazilian domestic airline with flight routes from São Paulo´s Congonhas Airport to regional destinations, considering the Company's commitment to expand Brazilian demand for passenger air transport and an unparalleled market opportunity for rational consolidation in the Brazilian aviation market, as the country's economy recovers from Covid-19.

MAP will be acquired for R$28 million, to be paid upon satisfaction of all closing conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash to be paid in twenty-four monthly installments. At closing, the Company will assume up to R$100 million in MAP's financial obligations.

The main benefits of this transaction are: (i) expansion to new routes; (ii) offering higher seat density to historically underserved markets; and (iii) enhancing cost-efficient operations.

The transaction closing is subject to approval by the National Civil Aviation Agency (ANAC) and by the Administrative Council for Economic Defense (CADE). Therefore, on September 30, 2021 there are no impacts from this transaction on the interim condensed consolidated financial information statements.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

In December 2016 as a result of investigations involving the Company, GOL signed an agreement ("Agreement") with the Brazilian Federal Public Ministry, through which the Company agreed to pay fines and make improvements to its compliance program, in return for the commitment of the Brazilian Federal Public Ministry agreed not to file any lawsuits related to activities under the Agreement, as disclosed in the financial statements for the years ended December 31, 2017, 2018, 2019 and 2020.

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") about the Agreement and the external and independent investigation conducted by an independent committee of the Company.

The investigation, completed in April 2017, revealed that immaterial payments were made to politically exposed people and the competent authorities were duly reported. None of the current employees, representatives or members of the Management and Board of Directors knew of any illegal purpose behind any of the transactions identified, or of any illegal benefit to the Company arising from the transactions under investigation.

The Company will keep reporting any future developments regarding this issue, as well as the investigation being conducted by the relevant authorities, which may impose significant fines and possibly other sanctions on us.

Since 2016, the Company has adopted several measures to strengthen and expand its internal control and compliance, detailed in the financial statements for the years ended December 31, 2017, 2018, 2019 and 2020. In addition, Management constantly reinforces with its employees, customers and suppliers its commitment to continuous improvement in its internal control programs and compliance.

The Company’s unaudited interim condensed consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

The Company’s unaudited interim condensed consolidated financial statements were prepared using the Brazilian Real (“R$”) as the functional and presentation currency. Figures are expressed in thousands of Brazilian reais, except when stated otherwise. The items disclosed in foreign currencies are duly identified, when applicable.

The preparation of the Company’s unaudited interim condensed consolidated financial statements 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 fiscal years.

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

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

Management, when preparing these unaudited interim condensed consolidated financial statements, used the following disclosure criteria, considering regulatory aspects and the relevance of the transactions to understand the changes in the Company’s economic and financial position and its performance since the end of the fiscal year ended December 31, 2020, as well as the restatement of relevant information included in the annual financial statements related to the year ended December 31, 2020 disclosed on March 24, 2021.

Management confirms that all the material information in these unaudited interim condensed consolidated financial statements are being demonstrated and corresponds to the information used by Management in the development of its business management activities.

The unaudited interim condensed consolidated financial statements have been prepared based on historical cost, with the exception of the following material items recognized in the statements of financial positions:

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

·      short-term investments mainly comprising 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 unaudited interim condensed consolidated financial statements relating for the period ended on September 30, 2021, has been prepared assuming that it will continue as a going concern, realizing assets and settling liabilities in the normal course of business, as per Note 1.2.

The approval and authorization for the issuance of these unaudited interim condensed consolidated financial statements took place at the Board of Directors’ meeting held on November 8, 2021.

The unaudited interim condensed consolidated financial statements were prepared based on policies, accounting practices and estimate calculation methods adopted and presented in detail in the annual financial statements related to the year ended December 31, 2020, issued on March 24, 2021.

As disclosed in Note 4.23 to the financial statements for the year ended December 31, 2020, the Company had two operating segments: air transportation and loyalty program. As of the merger of Smiles Fidelidade by GOL Linhas Aéreas (GLA) on September 1^st, 2021, in the individual financial information, revenues from the frequent flyer program with airline products and services are only recognized at the time of air transportation, as the performance obligation becomes exclusively air transport. The loyalty program is characterized as a way to promote air transportation and improve cash flows for the Company. Furthermore, management does not carry out a separate assessment of operating results segregated between these segments. Therefore, on September 30, 2021, the Company had a single reportable operating segment, that is air transport, in accordance with IFRS 8 - "Information by Segment".

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

On March 31, 2021, IASB extended the possibility of applying the practical expedient with benefits granted to tenants in lease agreements for years beginning on or after April 1, 2021, with early adoption allowed. This change did not impact the Company’s unaudited interim condensed consolidated financial statements. Additionally, in the period ended September 30, 2021, standards or pronouncements issued in previous periods with an impact on the Company’s unaudited interim condensed consolidated financial statements did not enter into force.

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 statement of operations for the fiscal year.

The exchange rate changes in reais in effect on the base date of these unaudited interim condensed consolidated financial statements are as follows:

Under normal economic and social conditions, the Company expects revenues and operating income (expense) from its flights to be at their highest levels in the summer and winter holiday periods, in January and July, respectively, and during the last weeks of December and in the year-end holiday period. Domestic demand, mainly from the corporate sector, is highly linked to the level of economic activity in Brazil (GDP). Given the high proportion of fixed costs, this seasonality tends to drive changes in operating income (expense) across the fiscal-year quarters. In the current context, considering all current unpredictability and uncertainty, the operations have shown a behavior negatively correlated with the number of cases and deaths caused by Covid-19. In other words, in the pandemic context, the recovery of the normalized behavior of demand in periods of high season will depend not only on the historical seasonality between the different months, but also on the observation of the reduction in the curve of cases and deaths.

The breakdown of cash equivalents is as follows:

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

The decrease in restricted cash linked to import financing and working capital loan, in the period ended September 30, 2021, refers to using the asset to pay for debt operations to which they were linked.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (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:

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

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

The changes in the provision for obsolescence are as follows:

(*) During the period ended September 30, 2021, the subsidiary GLA recorded PIS and COFINS extemporaneous tax credits, in the total amount of R$57,422 (R$126,675 in the fiscal year ended December 31, 2020). 

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

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.

^{(*) Exchange rate change recognized in other comprehensive income (expenses).}

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

Management considers that the deferred assets and liabilities recognized on September 30, 2021, arising from temporary differences, will be realized in proportion to the realization of their bases and the expectation of future results.

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

The direct subsidiary GLA has tax losses and negative bases of social contribution in the determination of taxable profit, to be offset against 30% of future annual tax profits, with no prescription period, not recorded in the balance sheet, in the following amounts:

The reconciliation of tax expenses and calculation of the loss before income tax and social contribution by the nominal tax rate for nine-month periods ended September 30, 2021 and 2020 is as follows:

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

Court deposits and blocks represent guarantees of tax, civil and labor lawsuits, kept in court until the resolution of the disputes to which they are related. Part of the court deposits refers to civil and labor lawsuits arising from succession requests in lawsuits filed against Varig S.A. or also labor lawsuits filed by employees who do not belong to GLA or any related party. Considering that Management does not believe that the Company is legally responsible for such claims, the release of the court deposits has been claimed.

The Company makes deposits in U.S. dollars for the maintenance of aircraft and engines, which will be used in future events as established in certain lease agreements.

Maintenance deposits do not exempt the Company, as a lessee, from contractual obligations related to the maintenance or the risk associated with operating activities. These deposits can be replaced by bank guarantees or letters of credit (SBLC - stand by letter of credit) according to the conditions established in the aircraft lease. The Company has the right to choose to carry out the maintenance internally or through its suppliers.

The Company has two categories of maintenance deposits:

·     Maintenance guarantee: refers to one-time deposits that are refunded at the end of the lease, and can also be used in maintenance events, depending on negotiations with lessors. The balance of these deposits on September 30, 2021 was R$254,865 (R$273,311 on December 31, 2020).

·     Maintenance reserve: refers to amounts paid monthly based on the use of components and can be used in maintenance events as set by an agreement. On September 30, 2021, the balance referring to such reserves was R$699,875 (R$759,107 on December 31, 2020).

As required by the lease agreements, the Company makes guarantee deposits (in U.S. dollars) to the leasing companies, which can be redeemed if replaced by other bank guarantees or fully redeemed at maturity.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

The breakdown of and changes in property, plant and equipment are as follows:

(1) ROU - Right of Use

(2) Refers to provisions for impairment losses for rotable items (spare parts), classified under “Parts and spare engines", recorded by the Company in order to present its assets according to the actual capacity for the generation of expected future benefits.

(3) CMA - Maintenance Center - Confins/MG

(4) As of September 30, 2021, the balance of spare parts is granted as a guarantee to Secured Notes 2026, according to Note 17.

(5) As of September 30, 2021, 19 engines of the Company are granted as a guarantee to the Spare Engine Facility and the Loan Facility, according to Note 17.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

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

The balances of goodwill and airport operating rights (slots) were tested for impairment on December 31, 2020 through the discounted cash flow for each cash-generating unit, giving rise to the value in use. The results obtained were compared with the carrying amount of each cash-generating unit and, as a result, the Company did not recognize impairment losses on its CGUs.

In order to assess the recoverable value, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash-Generating Units – “CGUs”). In order to determine the carrying amount of each cash-generating unit, the Company considers the intangible assets recorded and all necessary tangible assets to conduct the business, given that it will only generate economic benefits by using the combination of both.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

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

⁽¹⁾       Exchangeable Senior Notes see Note 32.2.

⁽²⁾       On December 31, 2020 It includes the elimination of related parties, considering securities of this issue, carried out by Gol Finance, held by GLA, totaling R$10,609. These securities were resold in the period ended September 30, 2021, therefore there is no elimination on this date.

⁽³⁾       These securities are divided into three series: Series 1 with a CDI rate of 120%; Series 2 with CDI rate + 5.40% p.a. and Series 3 with CDI rate + 4.90% p.a.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

The consolidated loans and financing includes fundraising and premiums costs of R$270,423 on September 30, 2021 (R$189,195 on December 31, 2020), which are amortized over the term of the related debt. It also includes amortizable premium and fair value of the derivative financial instrument, both referring to ESN, totaling R$33,275 e R$177,474, respectively, on September 30, 2021 (R$42,226 and R$346,030 on December 31, 2020).

The renegotiations detailed below were evaluated under IFRS 9 - “Financial Instruments” and did not meet the definitions to derecognize the liabilities (with the original financial liability extinguished and a new financial liability recognized).

On March 26, 2021, the Annual Debenture Holders' Meeting decided to postpone the payment of series 3 with maturity on March 28, 2021, to April 7, 2021, totaling R$147,913, and suspend the early maturity of the installment of series 1, also maturing on March 28, 2021, and also totaling R$147,920.

On April 6, 2021, at the General Meeting of Debenture Holders, it was decided to postpone the payment of series 3 maturing on April 07, 2021 to May 12, 2021, in the amount of R$295,833 with new remuneration of CDI + 4.90 % p.a.

On May 11, 2021, at the General Meeting of Debenture Holders, the payment of series 3 maturing on May 12, 2021 was again postponed to June 26, 2021.

On June 25, 2021, the General Meeting of Debenture Holders resolved to postpone the payment of series 3 maturing on June 26, 2021 to August 10, 2021.

On August 9, 2021, the General Meeting of Debenture Holders resolved to postpone the payment of series 3 maturing on August 10, 2021 to August 25, 2021.

On August 24, 2021, at the General Meeting of Debenture Holders, the payment of series 3 maturing on August 25, 2021 was again postponed to September 28, 2021.

On September 27, 2021, at the General Meeting of Debenture Holders, it was decided to postpone the payment of series 1 and 3 from September 28, 2021 to October 13, 2021.

On October 11, 2021, a new General Meeting of Debenture Holders resolved to postpone the payment of series 1 and 3 Series maturing on October 13, 2021 to October 27, 2021. On October 26, 2021, the Company completed the refinancing of its, see details in Note 35.

During the period ended September 30, 2021, the Company, through its subsidiary GLA, renegotiated the due dates of this type of agreement, maintaining the guarantees of the operations. These transactions have as purpose maintaining and managing the company's working capital, and the main change was the maturity date and interest rate, as disclosed in the previous table.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

During the period ended September 30, 2021, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, impacting the interest rate, disclosed in table above, and keeping promissory notes as collateral for the transactions, which are part of a credit line maintained by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment.

During the period ended September 30, 2021, the Company, through its subsidiary GLA, renegotiated changes in the payment flows of this agreement, without additional charges.

In May and September 2021, the Company raised Senior Secured Notes, as part of an additional issuance and consolidated of the Senior Secured Notes issued in December 2020, bearing interest of 8.00% p.a. and maturity in June 2026.

On September 30, 2021, the maturities of loans and financing recorded in non-current liabilities were as follows:

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

The fair value of loans and financing as of September 30, 2021, is as follows:

(*) Total net of funding costs.

The Company has financial covenants in Debentures, which obligation to measure such indicators is semiannual. A waiver was granted by Debenture Holders regarding the non-compliance with the financial rates and limits set on June 30, 2021.

Notes to the unaudited interim condensed consolidated financial information statements September 30, 2021 (In thousands of Reais - R$, except when otherwise indicated)

 

On September 30, 2021, the balance of leases payable includes: (i) R$33,728 relating to variable payments, not included in the measurement of liabilities, and short-term leases (R$16,252 on December 31, 2020), which fall under the exemption provided for in IFRS 16; and (ii) R$9,066,066 referring to the present value on this date of future lease payments (R$7,567,940 on December 31, 2020).

The breakdown and changes in the present value of future lease payments are shown below: