Over the past year, GOL started a new phase characterized
by high efficiency and lower costs. 4Q22 was marked by the highest yield in the Company’s history and the highest operating margin
since the beginning of the pandemic. GOL saw a strong recovery in demand for air travel in all segments, transporting more than 7.7 million
passengers in the quarter, bringing the total passengers in 2022 to approximately 27.3 million. The Company subsequently expanded Available
Seat Kilometers by 29% in 4Q22, compared to 4Q21.
At the same time, GOL remained committed to its
low-cost and high-productivity business model by taking a rational approach to operating routes. The Company’s levels of aircraft
utilization are some of the highest in the industry – a competitive advantage that reduces unit costs and drives cash generation.
This business model is further supported by the optimization of GOL’s fleet, with the conversion of non-operating aircraft into
cargo carriers and the replacement of the 737 NG by new 737 MAX aircraft. In the fourth quarter, GOL added one new MAX-8 aircraft, resulting
in 38 MAX aircraft representing 26% of the total fleet at the end of 2022.
In December, GOL issued Secured Amortizing Notes
in the amount of approximately US$200 million, which extended certain lease deferral obligations by an additional year to 2026 and reduced
the disbursement of lease repayments throughout 2023, due to the 12-month grace period. These Notes have guarantee on unencumbered receivables,
an average cost of capital to GOL of 4.3% p.a. and represent a new innovative initiative to the Company’s liability management program.
This financing was successfully secured in the midst of a capital market environment not conducive to new issuances, thereby reflecting
confidence in the strength of GOL’s business and its Management.
These results were achieved thanks to the excellence
of the Team of Eagles, together with the continuous investments in technology and in the improvement of the Customer experience, and the
trust of our Customers, partners, suppliers and shareholders.
In 4Q22, GOL achieved a net operating revenue of
R$4.7 billion – the highest net revenue in the history of the Company. GOL focused on a number of key strategic initiatives during
the quarter, including: ensuring a broader network for leisure destinations in the Northeast, the introduction of new regional markets,
the resumption of corporate markets in the RJ-SP routes, and the improvement in Company’s digital channels. Combined, these initiatives
helped to significantly increase RASK by 25.3% and yield by 24.8%, compared to 4Q21.
The Company also reached the highest level of sales
in any quarter, generating approximately R$5.4 billion. This was accomplished by efficient management of ticket inventory and growth of
the SMILES and GOLLOG business units, which increased sales by 25% and 18% respectively compared to the 4Q21, and recorded a joint revenue
of approximately R$1.3 billion. In November, characterized as a strong month for sales due to Black Friday, GOL surpassed its daily sales
levels versus 4Q19, even with overall retail sales trending lower in Brazil.
“The growth in yields over the last few quarters
demonstrates the strength of our highly attractive network with bleisure travelers. We expect the recovery of the corporate market in
the fourth quarter to continue to intensify during 2023 and contribute to the expansion of the aviation market in general. Despite the
higher cost of living, Brazilians are keen to travel. GOL remains committed to controlling costs and delivering an excellent experience
in order to best serve its customers,” commented Eduardo Bernardes, Chief Revenue Officer (CRO).
In the fourth quarter, GOL advanced capacity resumption
(ASKs), reaching around 86% compared to the 4Q19, with a peak of 88.5% in December. The Company’s offer management seeks to maximize
the profitability of each flight. Even though GOL remained the only airline in the market with a lower capacity than 2019 levels, it has
already reached the pre-pandemic period unit cost excluding fuel (19.09 cents (R$)). The Company expects to continually reduce its unit
cost excluding fuel as it resumes its full capacity over the coming quarters.
Operating fleet utilization reached 11.6 hours
per day in the 4Q22, an increase of approximately 1% compared to the previous quarter. Importantly, other productivity indicators also
improved, reaching higher levels when compared to 2019, such as the ASK by number of Employees, at 0.81 (+28.3% vs. 4Q21 and stable compared
to 4Q19), and fuel consumption per block hour operated, at 2.7 (-3.7% vs. 4Q21 and -7.3% vs. 4Q19).
Ancillary Revenues, mainly from SMILES and GOLLOG,
tripled to R$340.7 million during the 4Q22, approximately 7.2% of the GOL’s total net revenue.
SMILES ended 4Q22 with 20.9 million Customers (6%
more than in 4Q21) and around 1 billion miles redeemed (26% more than 4Q21), attesting to its market-leading position as the best mileage
program in the region. The revenue was R$1.1 billion in the quarter, and the gains from the synergy after the incorporation by GOL continued
to be captured, demonstrating the strength of the investments made by the Company and the consolidation of a strong working capital instrument.
GOLLOG, in part through its dedicated cargo agreement
with MELI currently with two aircraft, boosted its revenue to R$189 million, its highest ever revenues for a quarter. The contract with
MELI provides for the operation of up to six aircraft in 2023, with an option for an additional six, and will be an important factor in
increasing GOL’s presence in the cargo transportation market, which has seen growing demand in recent years.
The fourth quarter was characterized by strong
demand for leisure flights at the start to Brazil’s high season. GOL expanded the connectivity of its international network, offering
additional flights between Brasília and Orlando, in addition to inaugurating flights between Galeão airport in Rio de Janeiro,
connecting to the capital of Uruguay, Montevideo. The Company also reactivated routes during this quarter to the cities of Córdoba
and Rosario in Argentina, thus serving 100% of its pre-pandemic destinations in that country. Finally, in December, GOL made its inaugural
flights between Manaus and Miami, with its Boeing 737-MAX 8, connecting the north of Brazil to the United States.
In the domestic market, in response of the recovery
in corporate demand, the Company increased its offer to Rio de Janeiro by 40% and reached a record number of seats in Congonhas. GOL is
also preparing to offer new destinations beginning the first quarter of 2023, in addition to the six airports that began to be served
last October: Santa Maria (RIA), São José do Rio Preto (SJP), Uberaba (UBA), Uruguaiana (URG), Ipatinga – Vale do
Aço (IPN), Araçatuba (ARU) and Juiz de Outside – Zona da Mata Mineira (IZA), which are operated through the agreement
with Voepass.
In November, GOL announced the expansion of operations
in the Midwest, connecting capitals in the region on direct flights to the South and Northeast during the high season. Also in November,
GOL inaugurated a flight between Salvador and Lençóis. In the South, the Company also consolidated its presence through
inaugural flights between Santa Maria and São Paulo, in addition to new routes connecting Curitiba to Florianópolis and
Porto Alegre.
“We’ve taking a careful and planned
approach to increasing capacity and resuming routes in both the domestic and international markets. We want to make sure the demand is
really there, and seek to optimize aircraft utilization and reduce unit cost excluding fuel. We have the required flexibility to return
to more corporate markets in 2023, as and when the demand is sufficient, through the combination of our efficient fleet and high productivity,”
concluded Celso Ferrer.
In 4Q22, the Company received one new Boeing 737-MAX
8, totaling 38 737-MAX 8 at the end of 2022, and representing 26% of its fleet. The Company returned two Boeing 737-NG aircraft in the
quarter.
In 2023, despite the global supply-chain challenges,
the Company expects the delivery of 15 new aircraft, raising the total to 53 Boeing 737-MAX 8 in its fleet.
In the three months ended December 31, 2022, the
Company inaugurated key initiatives aimed at improving its Customer experience, ranging from the new service provided by GOLLOG (CHEGOL)
that helps Customers find items left behind on flights, to the debut of an “air shuttle” between Buenos Aires and São
Paulo in joint partnership with Aerolíneas Argentinas, promoting greater flexibility for Customers to visit the capital of Argentina.
In October, the Company was recognized for the
fifth consecutive time by Folha de São Paulo newspaper as the “Top of Mind” brand in the airline category. In November,
GOL was again awarded by APEX (Airline Passenger Experience Association) a Four Star Low-Cost Carrier award in recognition of the Company’s
efforts to offer the best product to Customers through ‘GOL’s Way of Serving’. Finally, in December, GOL was recognized
as the most admired airline brand by Cariocas, in a survey conducted by the newspaper O Globo in partnership with Troiano Branding.
“We seek to offer a differentiated product
to our Customers, especially in the corporate segment. Our product is the sum of its onboard service, flight options, flexibility, technology
for the Client journey, and a consistent mileage program with tangible benefits, and we aim to excel in all of these areas. At the heart
of that is GOL’s history as a pioneer in aviation and its continued investment in engaging and leveraging its entire Team of Eagles
to go above and beyond,” said Carla Fonseca, Chief Experience Officer and President of SMILES.
In 4Q22, GOL received the YenVA Stage 2 certification
and recorded an improvement in its CDP index, now rated B-. Through MOSS, GOL already offers its Customers the option to offset their
carbon when purchasing airline tickets. However, in November, GOL and GLOBO signed a partnership to also neutralize emissions in essential
corporate travel, an unprecedented measure in the industry. In December, Brazil’s second 100% Carbon Neutral route, which connects
Congonhas to Bonito, also completed one year of existence, neutralizing a total of 2,700 tons of CO2 on more than 210 round-trip flights.
The Company created and consolidated Diversity
and Inclusion groups to reflect and promote the diversity of its Eagles Team, addressing topics such as: Racial Equity, Gender Equity,
LGBT+, Accessibility, Ageism and the Environment. This group will be responsible for the creation of performance indicators and support
the evolution of the Company on these issues. At the GOL Institute, the Company registered 19 institutions that were directly supported,
strengthening its Educational pillar.
On March 1, 2023, GOL’s controlling shareholder,
Mobi Fundo de Investimento em Ações Investimento no Exterior (“Mobi”) announced that Mobi and some of Avianca’s
main investors signed on this date an amendment to the Master Contribution Agreement (“Master Contribution Agreement”) which
was the subject of the material disclosure by the Company on May 11, 2022. As part of the implementation of the transaction provided for
in the Master Contribution Agreement, as amended, Mobi transferred to Abra Group Limited, a company incorporated under the laws of England
and Wales (“Abra”), all shares issued by the Company held by Mobi.
Following the transfer of shares described above,
the shares issued by the Company held by Abra will be transferred to two companies incorporated under the laws of England and Wales, called
Abra Mobi LLP and Abra Kingsland LLP. Abra Mobi LLP, together with the Constantino brothers, will hold voting control of 50% of the common
shares issued by GOL (“Common Shares”); and Abra Kingsland LLP will hold voting control of 50% of the Common Shares. Abra
Mobi LLP will be directly controlled by Mobi (Constantino brothers) and Abra Kingsland LLP will be directly controlled by Kingsland. After
the implementation of said steps, the Constantino brothers and Kingsland, through their direct and indirect stakes, as applicable, will
hold 50% of the Common Shares each and Abra will hold 100% of the economic rights over the shares of issuance of the Company contributed
by Mobi to the capital of the Sub-Holdings.
The parties to the Master Contribution Agreement
will enter into a Shareholders' Agreement to govern their rights and obligations as shareholders of Abra, with Mobi (and, indirectly,
the Constantino brothers) and the major investors of Avianca becoming co-controllers of Abra. The Transaction does not entail the need
to carry out a tender offer.
On March 3, 2023, GOL issued Senior Secured Notes
due in 2028 in the amount of up to US$1.4 billion in a private placement to Abra Group Limited, GOL’s controlling shareholder. The
Notes bear an interest rate of 18%, of which 4.5% will be paid in cash and 13.5% will be payment-in-kind, and are guaranteed by the intellectual
property and brand of Smiles, the Company’s market leading loyalty program, and also a pari passu lien on the intellectual property,
brand and spare parts of GOL.
The issuance was comprised of up to US$451 million
in cash for specific uses subject to certain conditions and approvals, and the contribution and retirement of US$1,077 million in face
value of GOL’s outstanding bonds representing 83% of the bonds maturing in 2024, 47% of the bonds maturing in 2025, 61% of the bonds
maturing in 2026 and 10% of the Perpetuals. These bonds have been canceled representing a discount to par of US$312.6 million. Pro forma
for the transaction, the net debt of GOL will be reduced by over US$100 million and will result in more than US$30 million in annual interest
expense savings.
The transaction represents one of the largest completed
liability management and comprehensive refinancing transactions in both the airline industry and the emerging markets. This transaction
also represents the tenth liability management or capital raising transaction that GOL has completed since the onset of the Covid-19 pandemic.
As a result of this liability management operation,
GOL obtained a series of important benefits in its capital structure and a significant improvement in its credit profile by increasing
the average maturity of its bonds from 2.5 to 4.4 years, access to up to US$451 million of cash resources, and a significant reduction
in annual interest payments.
Demand in the domestic market reached 8,208 million
RPK, an increase of 14.6% compared to 4Q21, and 85% of RPK recorded in 4Q19.
Supply in the domestic market in turn reached 10,185
million ASK, representing an increase of 17.6% compared to 4Q21, and 87% of the levels reached in 4Q19.
The occupancy rate was 80.6% and the Company transported
approximately 7.4 million Customers in 4Q22, an increase of 22.4% compared to the same quarter of the previous year.
The supply in the international market, measured
in ASK, was 1.189 million, and the demand (in RPK) was 899 million. The percentage comparison to 4Q21 is distorted by the fact that the
previous base is almost nil.
During this period GOL transported approximately
348,000 passengers in this market.
In 4Q22, the Company’s total volume of takeoffs
was 57,166, representing an increase of 26.4% compared to 4Q21. The total number of seats available on the market was 9.9 million, representing
an increase of 26.2% compared to the same period in 2021.
Net PRASK in 4Q22 was 21% higher compared to 4Q21,
reaching 38.56 cents (R$). The Company's net RASK was 41.55 cents (R$), representing an increase of 25.3% also compared to the same period
of the previous year. Net yield recorded in 4Q22 was 48.16 cents (R$), resulting in an increase of 24.8% compared to 4Q21.
All profitability indicators for the quarter, described
above, also showed significant evolution compared to the same period in 2019, demonstrating the Company's continued and efficient capacity
management and pricing.
The Statutory Audit Committee (“CAE”) is
a statutory body linked to the Board of Directors of Gol Linhas Aéreas Inteligentes S.A. (“Company”), with three independent
members in the Board of Directors, elected annually by the Board Members, with one of them qualified as a Financial Expert. CAE's main
duties, under its charter, are supervising the quality and integrity of the reports and financial statements, adopt legal, regulatory
and statutory standards, adjust procedures linked to risk management, policies and procedures for internal controls and the internal auditors’
activities. Additionally, CAE oversees the independent auditors’ work, including their independence, quality and efficiency of the
services, besides any disagreement with the Management, and approves their audit fees. CAE also resolves on the audit registration and
activity regarding the Brazilian securities market (CVM), besides working as an Audit Committee, complying with the Sarbanes Oxley
Act, to which the Company is subject as a company registered with the Securities and Exchange Commission (“SEC”). Transactions
with related parties, activities related to risk and compliance monitoring and the operation of the installed complaints and denouncements
channel are also supervised by the CAE.
Based on the 2022 agenda, CAE addressed the main subjects
linked to the Company's internal controls, evaluating risk mitigation measures and the Senior Management’s commitment to their continuous
improvement.
Through the meetings with the Company's internal areas,
the Statutory Audit Committee managed to offer to the Board of Directors suggestions to improve procedures, overseeing results already
obtained in 2022.
Based on the year’s work, CAE believes that the
Company’s and its subsidiaries’ internal control system is adequate for the size and complexity of their businesses and is
structured to ensure effective operations and systems for financial reporting and compliance with applicable internal and external standards.
CAE’s members, in their legal duties and assignments,
received information from the Management on relevant corporate risks, including continuity risks, making their assessments and recommendations
to increase the effectiveness of risk management procedures, directly in the Board of Directors’ meetings, contributing to and ratifying
the measures implemented in 2022.
CAE considered the facts submitted during the work and
described in this Report to be adequate, recommending, in its opinion, the approval of the Company's audited financial statements for
the fiscal year ended December 31, 2022.
São Paulo, March 21, 2023.
The Fiscal Board of Gol Linhas Aéreas Inteligentes
S.A., within its legal and statutory assignments, after assessing the Management’s Report, Balance Sheet, Financial Statement, Comprehensive
Income Statement, Statement of Changes in Shareholders' Equity, Statement of Cash Flows, Statement of Added Value and their Parent Company
and Consolidated Notes for the fiscal year ended December 31, 2022, and with the Independent Auditors’ report, issues the opinion
that the above document adequately reflect the Company’s equity and economic-financial position as of December 31, 2022, recognizing
that they can be resolved by the Annual Shareholders’ Meeting.
São Paulo, March 21, 2023.
Complying with CVM Instruction 80/2022, the executive
officers state that they discussed, reviewed and agreed with the financial statements for the fiscal year ended December 31, 2022.
São Paulo, March 21, 2023.
Richard Freeman Lark Jr.
Executive Vice President, Chief Financial
Officer and Investor Relations Officer
Complying with CVM Instruction 80/2022, the Executive
Board states that it discussed, reviewed and agreed with the opinion issued by Ernst & Young Auditores Independentes S/S Ltda. in
the audit report on the financial statements for the fiscal year ended December 31, 2022.
São Paulo, March 21, 2023.
Richard Freeman Lark Jr.
Executive Vice President, Chief Financial
Officer and Investor Relations Officer
We have audited the parent company and consolidated
financial statements of Gol Linhas Aéreas Inteligentes S.A. (the “Company”), identified as parent company and consolidated,
respectively, which comprise the balance sheet as of December 31, 2022, and the statement of income (loss), comprehensive income (loss),
of changes in shareholders’ equity and cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies.
In our opinion, the accompanying financial statements
present fairly, in all material respects, the parent company and consolidated financial position of Gol Linhas Aéreas Inteligentes
S.A. as of December 31, 2022, and its parent company and consolidated financial performance and cash flows for the year then ended in
accordance with the accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) issued by the
International Accounting Standards Board (IASB).
We conducted our audit in accordance with Brazilian
and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor’s responsibilities
for the audit of the parent company and consolidated financial statements section of our report. We are independent of the Company and
its subsidiaries in accordance with the relevant ethical principles set forth in the Code of Professional Ethics for Accountants, the
professional standards issued by the Brazil’s National Association of State Boards of Accountancy (CFC) and we have fulfilled our
other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
We draw attention to note 1.3 to the parent company
and consolidated financial statements, which states that, according to the parent company and consolidated balance sheet as of December
31, 2022, the Company presented negative parent company and consolidated shareholders’ equity of R$21,359 million, as well as that
current liabilities exceeded total current assets, parent company and consolidated, by R$545 million and R$10,868 million, respectively.
As disclosed in note 1.3, these events or conditions, together with other matters described in note 1.3, indicate the existence of substantial
doubt about the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. In addition to the matter described in the “Significant uncertainty related
to the Company`s ability to continue as a going concern” section, we determined that the matters below are the key audit matters
that should be communicated in our report. For each matter below, our description of how our audit addressed the matter, including any
commentary on the findings or outcome of our procedures, is provided in that context.
We have fulfilled the responsibilities described in
the “Auditor’s responsibilities for the audit of the parent company and consolidated financial statements” section of
our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond
to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.
The parent company and consolidated statements of value
added (SVA) for year ended December 31, 2022, prepared under the responsibility of Company management, and presented as supplementary
information for purposes of IFRS, were submitted to audit procedures conducted together with the audit of the Company’s financial
statements. To form our opinion, we evaluated if these statements are reconciled to the financial statements and accounting records, as
applicable, and if their form and content comply with the criteria defined by NBC TG 09 – Statement of Value Added. In our opinion,
these statements of value added were prepared fairly, in all material respects, in accordance with the criteria defined in abovementioned
accounting pronouncement, and are consistent in relation to the overall parent company and consolidated financial statements.
Management is responsible for such other information,
which comprise the Management Report.
Our opinion on the parent company and consolidated
financial statements does not cover the Management Report and we do not express any form of assurance conclusion thereon.
In connection with our audit of the parent company
and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report
is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of the Management Report, we are
required to report that fact. We have nothing to report in this regard.
Management is responsible for the preparation and fair
presentation of the parent company and consolidated financial statements in accordance with the accounting practices adopted in Brazil
and with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), and for
such internal control as management determines is necessary to enable the preparation of financial statements that are free of material
misstatement, whether due to fraud or error.
In preparing the parent company and consolidated financial
statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing
the Company’s and its subsidiaries’ financial reporting process.
Our objectives are to obtain reasonable assurance about
whether the parent company and consolidated financial statements as a whole are free of material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with Brazilian and International standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Brazilian and
International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with those charged with governance regarding,
among other matters, the scope and timing of the planned audit procedures and significant audit findings, including deficiencies in internal
control that we may have identified during our audit.
We also provided those charged with governance with
a statement that we have complied with relevant ethical requirements, including applicable independence requirements, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determined those matters that were of most significance in the audit of the financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
São Paulo, March 21, 2023.
Auditores Independentes S/S Ltda.
The Notes form an integral part of these parent company
and consolidated financial statements.
The Notes form an integral part of these parent company
and consolidated financial statements.
The Notes form an integral part of these parent company
and consolidated financial statements.
The Notes form an integral part of these parent company
and consolidated financial statements.
The Notes form an integral part of these parent company
and consolidated financial statements.
Transactions that do not affect cash are presented
in Note 33 of these Parent Company and Consolidated Financial Statements.
The Notes form an integral part of these parent company
and consolidated financial statements.
The Notes form an integral part of these parent company
and consolidated financial statements.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian 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
provides scheduled and non-scheduled air transportation services for passengers and cargo, maintenance services for aircraft and components,
develops frequent-flyer 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 corporate structure of the Company and
its subsidiaries, on December 31, 2022, is shown below:
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The Company's equity interest in the
capital stock of its subsidiaries, on December 31, 2022, is presented below:
Entity |
Incorporation Date |
Location |
Main
Activity |
Type of Control |
% of Interest
in the Share Capital |
December 31, 2022 |
December 31, 2021 |
GAC |
March 23, 2006 |
Cayman Islands |
Aircraft Acquisition |
Direct |
100.00 |
100.00 |
Gol Finance Inc. |
March 16, 2006 |
Cayman Islands |
Fundraising |
Direct |
100.00 |
100.00 |
Gol Finance |
June 21, 2013 |
Luxembourg |
Fundraising |
Direct |
100.00 |
100.00 |
GLA |
April 9, 2007 |
Brazil |
Flight Transportation |
Direct |
100.00 |
100.00 |
GTX |
February 8, 2021 |
Brazil |
Equity in Companies |
Direct |
100.00 |
100.00 |
Smiles Viagens |
August 10, 2017 |
Brazil |
Tourism Agency |
Indirect |
100.00 |
100.00 |
Smiles Fidelidade Argentina (a) |
November 7, 2018 |
Argentina |
Frequent-Flyer Program |
Indirect |
100.00 |
100.00 |
Smiles Viajes Argentina (a) |
November 20, 2018 |
Argentina |
Tourism Agency |
Indirect |
100.00 |
100.00 |
AirFim |
November 7, 2003 |
Brazil |
Investment Fund |
Indirect |
100.00 |
100.00 |
Fundo Sorriso |
July 14, 2014 |
Brazil |
Investment Fund |
Indirect |
100.00 |
100.00 |
|
|
|
|
|
|
|
| (a) | Companies with functional currency
in Argentine pesos (ARS). |
The subsidiaries GAC Inc., GOL Finance, and
GOL Finance Inc. are entities created for the specific purpose of continuing financial operations and related to the Company's fleet.
They do not have their own governing body and decision-making autonomy. Therefore, their assets and liabilities are consolidated in the
Parent Company.
GTX S.A., direct subsidiary by the Company,
is pre-operational and its corporate purpose is to manage its own assets and have an interest in the capital of other companies.
Smiles Viagens e Turismo S.A. (“Smiles
Viagens”) has as main purpose intermediating travel organization services by booking or selling airline tickets, accommodation,
tours, among others. The subsidiaries Smiles Fidelidade Argentina and Smiles Viajes Y Turismo S.A., both headquartered in Buenos Aires,
Argentina, have the purpose to promote Smiles Program’s operations and the sale of airline tickets in this 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 financial
investments, so that the Company consolidates the assets and liabilities of this fund.
| 1.2. | Impacts and Measures taken by the
Management regarding Covid-19 and the Russian invasion of Ukraine |
The first days of 2022 featured a significant
growth in Covid-19 cases, with the “Omicron” variant, which led to flights cancelled by several companies in Brazil and worldwide.
Through its flexible business model based on a single type of fleet, GOL did not see any operational impact in the period, with regularity
above 99% and market leadership in domestic routes.
In February 2022, Russia launched a military
invasion of Ukraine, severely escalating the existing conflict between these countries and generating impacts of reduction in global investments
and in the supply of oil production due to the sanctions imposed by the international community on Russia. As a consequence, Brent and
WTI oil, as well as the differentials for Heating Oil and Jet Fuel distillates rose sharply during the year 2022, higher than the previous
period and resulted in the historical record level of aviation kerosene prices for the third quarter of 2022, as seen in the increase
in costs of this nature in note 29. In view of this increase, the Company uses its capacity management to optimize the pricing of its
fares, increase productivity and mitigating cost increase, in addition to evaluating protection strategies of future exposure and participate
in sectoral negotiations in order to mitigate the impact on the operating margin.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The results of the period demonstrate a consistent
recovery in demand, with plans to return to pre-pandemic levels in the coming quarters, with the Company having increased the domestic
offer, measured by the ASK, at 40.2% on this period compared to the same period in 2021 and observed an increase of 36.7% in domestic
demand, measured by RPK following the same comparison.
In order to keep up with the resumption of
demand and increase its positioning in the regional market, the Company, in addition to inaugurating new routes in this market, also signed
agreements with new partners and expanded frequencies on previously operated routes.
| 1.2.1. | Impacts on the Consolidated Financial
Statements |
Throughout 2022, the operational network resumed
and the offer normalized at levels close to 2019, having reached in the fourth quarter of 2022 86% of the supply equivalent to the same
period of 2019. However, the result for the period bears the impacts of the pandemic period that led to a reduction in the network. In
response to the drop in demand and crew availability, the costs of depreciation of flight equipment not directly related to the revenues
generated in the period were reclassified from costs to other operating expenses.
The table below details the reclassifications
made to period ended December 31, 2022, linked directly to the Covid-19 pandemic and additional disclosures:
|
|
Consolidated |
Income Statement - Reclassifications |
|
Cost of Services |
Other Revenues and Expenses, Net |
Flight equipment depreciation – idleness |
(a) |
108,706 |
(108,706) |
| (a) | Due to the drop in the number of flights operated,
where the Company incurred with the burden of time, by analogy to the provisions of CPC 16 (R1) - Inventories, equivalent to IAS 2, expenses
and depreciation of flight equipment not directly related to the revenues generated in the period, called idleness, were reclassified
from the group of costs of services to the group of other revenues and expenses, net. |
In the preparation of this financial statement,
the Management considered the most recent forecasts available, duly reflected in the Company's business plans.
| 1.3. | Capital Structure and Net Current
Capital |
On December 31, 2022, the Company’s
negative individual and consolidated net working capital reached R$544,653 and R$10,867,704, respectively (R$95,229 and R$8,393,753 negative
on December 31, 2021). This is mainly due to an increased advance ticket sales and mileage program, on December 31, 2022, these obligations
totaled R$5,079,405 (R$3,969,251 on December 31, 2021), which are expected to be substantially carried out with the Company’s services.
On December 31, 2022, the Company also had
a negative shareholders’ equity position attributed to the controlling shareholders, totaling R$21,358,815 (R$21,053,678 negative
on December 31, 2021). The variation observed is mainly due to loss for the fiscal year, partially offset by the capital increase carried
out in the context of the investment agreement with American Airlines (Note 1.4).
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The Company is highly sensitive to the macroeconomic
scenario and Brazilian Real’s volatility, as approximately 93.7% of the indebtedness (loans and financing and leases) is linked
to US dollars (“US$”) and 47.8% of costs are also linked to US dollars, while the capacity to adjust ticket prices charged
to its customers in order to offset the U.S. dollar appreciation is dependent on capacity (offer) and ticket prices practiced by the competitors.
Over the past five years, Management has taken
many measures to adapt the size of its fleet to demand, matching the supply of seats to demand and thus keeping high load factors, reducing
costs and adjusting its capital structure, with highlight to the issuance of Senior Secured Amortizing Notes, in the amount of US$ 196
million (Note 1.9) in 2022, and in 2023 the closing of the transaction related to the issuance of Senior Secured Notes due in 2028, in
the amount of US$ 1.4 billion (Note 1.7 and 35.2). These measures will lead to an improvement in the Company’s capital structure
and liquidity.
Our Parent Company and Consolidated Financial
Statements have been prepared on an accounting base of continuity, which includes the continuity of operations, realization of assets
and compliance with liabilities and commitments in the usual course of business, in compliance with the business plan prepared by Management,
reviewed and approved by GOL's Board of Directors.
Although there is still significant uncertainty
about how long it will take for the airline industry to recover, and this leads to a material uncertainty about our ability to remain
in operation, on December 31, 2022, the Parent Company and Consolidated Financial Statements do not include any adjustments that may result
from the inability to continue operating.
| 1.4. | American Airlines Investment Agreement |
In the period ended December 31, 2022, GOL
and American Airlines formalized an agreement to expand their commercial cooperation, with an investment of R$948,320, paid up in cash
by American Airlines for 22,224,513 preferred shares of the Company. As of this transaction, American Airlines has the right to appoint
a member to the Company's Board of Directors for the next 3 years, having appointed Mr. Anmol Bhargava.
The exclusive codeshare agreement furthers
the relationship between the two airlines, with more travel opportunities for passengers and improving the customer experience and GOL's
competitive position on routes that connect North and South America. The investment agreement, in addition to the terms of confidentiality,
exclusivity and cooperation, provides for certain restrictions on changes in the Company's capital.
| 1.5. | Advancing the Fleet Transformation
Plan |
In the fiscal year ended
December 31, 2022, the Company received 15 Boeing 737-MAX aircraft, and continued the fleet transformation plan to replace Boeing 737
NG aircraft with Boeing 737-MAX aircraft.
The Boeing 737-MAX consumes
around 15% less fuel and produces around 16% less carbon and 40% less noise, besides having a longer flight range when compared to Boeing
737-NG aircraft.
With the demand’s
recovery, the advanced vaccination in several states and markets, operations close to resuming pre-pandemic levels and significantly higher
macroeconomic variables linked to costs due to the exchange rate and mainly the aviation fuel price, there is an increased need to advance
the replacement of the current fleet of 737-NG.
Besides, the Company
managed to obtain agreements to acquire new 737 MAX aircraft with more favorable conditions compared to the pre-pandemic period, due to
new facility lines to finance these aircraft and balance the Company's financing portfolio.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
Due to the advanced
fleet transformation, the Company will return 737-NG aircraft, with relevant future disbursements estimated, as disclosed in Note 22.2,
which may be compensated with deposits disclosed in Note 9.
| 1.6. | Cargo and Logistics Services Agreement |
In April 2022, the Company signed a 10-year
cargo service agreement with Mercado Livre. This agreement provides for a dedicated cargo fleet with 6 (six) Boeing 737-800 BCFs, allowing
including another 6 cargo aircraft by 2025. In the period ended December 31, 2022, the Company received 2 cargo aircraft, having started
operations in September of 2022.
GOL's agreement with Mercado Livre is part
of the Company's investment to meet the needs of the growing Brazilian e-commerce market. As a result, the Company plans to expand its
services and significantly increase the available cargo carrying capacity in tons in 2023 to generate additional revenue.
| 1.7. | Agreement between the Controlling
Shareholder and Main Investors of Avianca |
On May 11, 2022, the Company received a mail
from its controlling shareholder MOBI Fundo de Investimento em Ações Investimento no Exterior (“MOBI FIA”) notifying
that a Master Contribution Agreement was signed with the main shareholders of Investment Vehicle 1 Limited (“Avianca Holding”),
including Kingsland International Group S.A., Elliott International L.P. and South Lake One LLC.
Under the Master Contribution Agreement, MOBI
FIA will contribute with its shares in GOL and major investors in Avianca Holding will contribute with their shares in Avianca Holding
to create a privately held company, incorporated under the laws of England and Wales. GOL and Avianca will continue to operate independently
and keep their brands and cultures.
On March 1st,
2023, the Company's controlling shareholder, MOBI FIA, announced the completion of the corporate transaction provided for in the Master
Contribution Agreement, on this date transferred to Abra Group Limited, a company incorporated under the laws of England and Wales (“Abra”)
all shares issued by the Company held by MOBI FIA. On March 3, 2023 the Company announced the closing of the private placement with Abra's
investors and concurrently the Company completed the closing of Abra's private investment in the Company through Senior Secured Notes
due 2028 which will be issued in the amount of US$1.4 billion.
The Master Contribution
Agreement provides that the main investors of Avianca and other parties to the Master Contribution Agreement will contribute
their shares issued by Avianca to Abra, in exchange for common shares issued by Abra, which is expected to be completed by the end of
the March. The parties to the Master Contribution Agreement will enter into a Shareholders' Agreement to govern their rights and
obligations as shareholders of Abra, with MOBI FIA (and, indirectly, the Constantino brothers) and the Major Investors of Avianca becoming
co-controllers of Abra.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 1.8. | Acquisition of MAP Transportes
Aéreos |
On June 8, 2021, GOL signed an agreement to
acquire MAP Transportes Aéreos Ltda., a domestic Brazilian airline with routes to regional destinations from Congonhas Airport
in São Paulo, considering the Company's commitment to expand the air transportation demand and rationally consolidate in the domestic
market as the country's economy recovers from Covid-19.
On December 30, 2021, through SG Order 1929/2021,
the Administrative Council for Economic Defense (CADE) approved the operation without restrictions. The conclusion of the transaction
is subject to other precedent conditions, which have not yet been fulfilled. Therefore, on December 31, 2022, there are no impacts on
the Company's Financial Statements.
MAP may be acquired for R$28 million to be
paid only after meeting all precedent conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash
in 24 monthly installments. At closing, the Company will assume up to R$100 million in MAP's financial commitments.
This transaction should bring as main benefits:
(i) expanded new routes; (ii) higher seat supply to historically under-offered markets; and (iii) improved efficient operations.
| 1.9. | Issuance of Senior Secured Amortizing
Notes |
On December 30, 2022 GOL, through its
subsidiary GOL Finance, issued Senior Secured Amortizing Notes bearing 5.00% p.a. and maturing in 2026 (series A) and Subordinated
Secured Amortizing Notes bearing 3.00% p.a. and maturing in 2025 (series B), in a total volume of US$196 million.
The Notes were issued in exchange for full
compliance, at 100% of face value, with certain lease payment obligation for aircraft that are under deferral arrangements, among other
obligations that participating aircraft lessors have elected to exchange for Notes.
The Notes have na average grace period of
12 months. After the grace period, the Series A Notes will be amortized in ten equal quarterly installments and the Series B Notes
will be amortized in nine equal quarterly installments and will be contractually subordinated to the Series A Notes. The Notes may
be redeemed by GOL at any time at face value and are guaranteed by a fiduciary assignment of receivables unencumbered by GOL Linhas Aéreas
S.A. (“GLA”).
On September 15, 2022, the Company entered
into an agreement with the Comptroller General of the Union of Brazil ("CGU"), with the United States Department of Justice
("DoJ") and with the U.S. Securities and Exchange Commission ("SEC") to terminate investigations into payments made
by GOL between 2012 and 2013 to politically exposed persons, including Brazilian government officials, as a result of a December 2016
GOL report to the SEC and to the Securities and Exchange Commission ("CVM").
Pursuant to the agreements entered into, the
authorities acknowledged the Compliance program, internal controls, and Company’s anti-corruption procedures: (a) GOL agreed
to pay the full amount of US$3.4 million to CGU to be deducted from payments due to the DoJ and SEC as described below; (b) the DoJ has
agreed by the filing of the indictment, whereby it was determined that no compliance monitoring will be required and that the company
agreed to report annually, for three years, to the
DoJ remediation and implementation of Compliance measures related to anti-corruption policies, procedures and practices; (c) GOL
agreed to pay US$17.0 million to the DoJ and US$24.5 million to the SEC in penalties and interest for the early judgment related to the
reduction of payroll tax and fuel tax between 2012 and 2013 that benefited the Company along with other companies and airlines. Of which
US$20.25 million has been paid to the DoJ and SEC, with US$12.6 being oaid in September 2022 and US$ 7.65 in December 2022. The balance
will be paid in the next two years; and (d) the payment of US$3.4 million by GOL to CGU which, as described above, will be credited by
the DoJ and the SEC and may be deducted from the payments due to them.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 2. | Message from the Management, base
to Prepare and Present the Financial Statements |
The Company’s Parent Company and Consolidated
Financial Statements were 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”), approved by the Federal Accounting Council (“CFC”)
and the Brazilian Securities and Exchange Commission (“CVM”).
The Company’s Parent Company and Consolidated
Financial Statements was prepared using the Brazilian real (“R$”) as the functional and presentation currency, figures are
expressed in thousands of Brazilian Reais, except when otherwise indicated. The items disclosed in foreign currencies are duly identified,
when applicable.
The preparation of the Parent Company and
Consolidated Financial Statements requires the Management to make judgments, use estimates and adopt assumptions affecting the amounts
presented of revenues, expenses, assets and liabilities. However, the uncertainty regarding these judgments, assumptions and estimates
could give rise to results that require a significant adjustment of the book value of certain assets and liabilities in future reporting
years.
The Company is continually reviewing its judgments,
estimates, and assumptions.
The Management, when preparing these financial
statements, used the following disclosure criteria: (i) regulatory requirements; (ii) relevance and specificity of the information on
the Company’s operations to users; (iii) the informational needs of users of financial statements; and (iv) information from other
entities in the same industry, mainly in the international market.
The Management confirms that all material
information in this Parent Company and Consolidated Financial Statements is being demonstrated and corresponds to the information used
by the Management in the development of its business management activities.
The Parent Company and Consolidated Financial
Statements has been prepared based on historical cost, with the exception of the following material items recognized in the balance sheets:
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
·
cash, cash equivalents and financial investments measured
at fair value;
·
derivative financial instruments measured at fair value;
and
·
investments accounted for using the equity method.
The Company’s Parent Company and Consolidated
Financial Statements for the fiscal year ended December 31, 2022 has been prepared assuming that it will continue as going concern, realizing
assets, and settling liabilities in the normal course of business. See details in Note 1.3, relating to significant uncertainty about
our ability to continue as a going concern.
| 3. | Approval of the Parent Company
and Consolidated Quarterly Information |
These Parent Company and Consolidated Financial
Statements were approved and authorized by the Board of Directors on a meeting held March 21, 2023.
| 4. | Summary of Significant Accounting
Practices |
The Company consolidates all entities over
which it has control, control is obtained when the Company is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to direct the relevant activities of the investee.
It is usually assumed that a majority of voting
rights results in control. To support this assumption, and when the Company holds less than a majority of the voting rights of an investee,
the Company considers all relevant facts and circumstances when assessing if it has power over an investee. The Company reassesses if
it has control of an investee if facts and circumstances indicate changes in one or more elements of control listed above.
The consolidation of a subsidiary starts when
the Company obtains control over the subsidiary. It ends when the Company loses control over the subsidiary. The change in equity interest
in a subsidiary, without losing control, is accounted for as an equity transaction.
Accounting practices were uniformly applied
to all consolidated companies, consistent with those used by the parent company and adopted in the previous year. All transactions and
balances between GOL and its subsidiaries were eliminated in the consolidation, as well as the unrealized profits or losses from these
transactions, including charges and taxes. The Income (Expenses) and each item in Other Comprehensive Income (Expenses) are attributed
to both the controlling and non-controlling shareholders, even if doing so results in a loss to non-controlling shareholders.
In the parent company financial statements,
the Company's investments in its subsidiaries are accounted for using the equity method.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.2. | Cash and Cash Equivalents |
The Company classifies in this group the balances
of cash, automatic bank deposits and financial investments, and securities with immediate liquidity, which, according to analyzes, are
readily convertible into a known amount of cash with an insignificant risk of change in value. Financial investments classified in this
group, due to their very nature, are measured at fair value through income (expenses) and will be used by the Company in a short period
of time.
| 4.3. | Financial Investments |
In the presentation and measurement of financial
assets, the Company considers the provisions of CPC 48 - “Financial Instruments”, corresponding to IFRS 9, which establishes
that financial assets must be initially measured at fair value less costs directly linked to their acquisition. In turn, the subsequent
measurement is divided into two categories:
Financial investments are measured at amortized
cost when both of the following conditions are met:
·
the Company plans to hold the financial asset to collect
the contractual cash flows; and
·
the contractual cash flows represent only the payments of
interest and principal (“SPPI”).
Financial investments measured at fair value
are divided into two categories:
·
Through Comprehensive Income (Expenses): This category
is applicable when both of the following conditions are met: (i) the Company plans to hold the financial asset to collect the contractual
cash flows and sell the asset; and (ii) the contractual cash flows represent SPPI;
·
Through profit or loss: Considered a residual category,
that is, if the Company does not plan to hold the financial asset to collect the contractual cash flows and/or sell the asset, it must
be measured at fair value through profit or loss. The Company may also choose, upon initial recognition, to designate the financial asset
as measured at fair value through income (expenses), to eliminate or significantly reduce measurement or recognition inconsistencies,
called "accounting mismatch". The financial instruments designated at fair value through income (expenses) are to eliminate
or significantly reduce an accounting mismatch, thus appraised at market value.
Financial investments assigned as guarantees
linked to short- and long-term financial instruments, deposits for leasing operations and other passive operations are disclosed in Note
6.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
They are measured based on the invoiced figure,
net of estimated losses from doubtful accounts, and approximate the fair value given their short-term nature. In compliance with CPC 48
- “Financial Instruments”, corresponding to IFRS 9, the estimated losses from doubtful accounts was measured through a simplified
approach, using historical data, projecting the expected loss over the contractual life, by segmenting the receivables portfolio into
groups that have the same receipt pattern and according to the respective maturity terms. In addition, for certain cases, the Company
carries out individual analyzes to assess the receipt risks.
Inventory balances mainly include materials
for maintenance and replacement of parts. Inventories are measured at the average acquisition cost plus expenses such as non-recoverable
taxes and customs expenses incurred in the acquisition and transportation expenses until the current location of the items. Provisions
for inventory obsolescence are recorded for those items that have no expectation of realization.
| 4.6. | Income Tax and Social Contribution |
In Brazil, includes income tax (“IRPJ”)
and social contribution on profit (“CSLL”), which are calculated monthly based on the taxable income, after offsetting tax
losses and negative social contribution base, limited to 30% of the taxable income, applying the rate of 15% plus an additional 10% for
the IRPJ and 9% for the CSLL.
Deferred taxes represent credits and debits
on IRPJ’s tax losses and negative CSLL bases, as well as temporary differences between the tax and accounting bases. Deferred tax
and contribution assets and liabilities are classified as non-current.
An impairment loss on these assets is recognized
when the Company’s internal studies indicate that the future use of these credits is not probable.
Deferred tax assets and liabilities are shown
net if there is an enforceable legal right to offset tax liabilities against tax assets. However, for presentation purposes, if related
to taxes levied by the same tax authority under the same taxable entity, the balances of tax assets and liabilities that do not meet the
legal criterion of realization are disclosed separately. Deferred tax assets and liabilities were measured at the rates that are expected
to be applicable in the period in which the asset is realized, or the liability is settled, based on the tax rates and legislation in
force on the date of the financial statements.
The forecast of future taxable income on tax
losses and negative social contribution base is prepared based on the business plans and are reviewed and approved annually by the Company’s
Board of Directors.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.7. | Rights and Obligations with Derivative
Financial Instruments |
Variations in interest rates, in foreign exchange
rates and aviation fuel prices expose the Company and its subsidiaries to risks that may affect their financial performance. To mitigate
such risks, the Company, through its subsidiaries, contracts derivative financial instruments that may or may not be designated for hedge
accounting and, if designated, are classified as cash flow hedge.
Derivatives financial instruments are measured
at fair value at recognition and at subsequent reporting dates.
| 4.7.1. | Derivative Financial Instruments
not designated as Hedge Accounting |
The Company may contract derivative financial
instruments that are not designated for hedge accounting when the Risk Management’s purposes do not require such classification.
Transactions not designated as hedge accounting have the change in their fair value accounted for directly in the financial income (expenses).
| 4.7.2. | Derivative Instruments classified
as Cash Flow Hedge |
The instruments designated as cash flow hedge
have the purpose of protecting future income (expenses) from changes in interest rates, fuel prices and in foreign exchange. The actualness
of the variations is estimated based on statistical methods of correlation and by the proportion between the hedge’s gains and losses
and the variation of the costs and expenses protected. The actual variations in fair value are recorded in the shareholders’ equity
in “Other Comprehensive Income (Expenses)”, up to the recognition of the result of the hedge’s object. The inefficiencies
found in each reporting period are recognized in the financial income (expenses). The hedge transactions in “Other Comprehensive
Income (Expenses)” are net of tax effects.
| 4.7.3. | Derecognition and Write-Off of
Derivative Financial Instruments |
The hedge accounting is discontinued prospectively
when the Company and its subsidiaries (i) cancel the protection relationship; (ii) the derivative instrument expires or is sold, terminated
or executed, (iii) when there is low predictability of realization of the hedge’s object, or (iv) when it no longer qualifies as
hedge accounting. If the operation is discontinued, any gains or losses previously recognized in “Other Comprehensive Income (Expenses)”
and year-to-date in the shareholders’ equity up to that date are immediately recognized in the result for the year.
| 4.8.1. | Deposits for the Maintenance of
Aircraft and Engines |
Refer to payments made in US dollars to lessors
for the future maintenance of aircraft and engines. The realization of these assets occurs, substantially, in the use of the deposit for
payment to the workshop when the maintenance is carried out or through the receipt of financial resources, according to the negotiations
carried out with the lessors. The exchange rate change of these payments is recognized as an expense or income in the financial income
(expenses). The Management regularly assesses the impairment of these deposits based on the eligibility of the application of such amounts
in future maintenance events and believes that the figures reflected in the balance sheet are realizable.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
Some of the agreements foresee that, if there
are no maintenance events with the possibility of using the deposits, the deposits for this operation are not refundable. Such amounts
are retained by the lessor and represent payments made according to the use of the components until the return date. Thus, the figures
in this category are recognized directly in the income (expenses) for the Fiscal Year under “Maintenance and Repair Material”,
considering the regular impairment test or when the asset is returned.
In the course of the lawsuits brought against
the Company and on which the legitimacy of the claims is questioned, the Company may be required to make appeals and/or court deposits
to continue its defense strategy. These amounts are monetarily restated, mostly by inflation indexes, and are characterized as resources
not immediately available to the Company, pending a judicial decision.
| 4.8.3. | Deposit in Guarantee for Lease
Agreements |
Deposits and guarantees are denominated in
US dollars and updated monthly by the foreign exchange rates. Deposits are refundable to the Company at the end of the lease agreements
or offset against future obligations formalized upon return of the leased asset.
| 4.9. | Property, Plant & Equipment |
Property, plant, and equipment, including
rotables (spare parts), are recorded at acquisition and/or construction cost. Interest and financial charges directly related to the acquisition,
construction, or production of a good that necessarily requires significant time to complete are capitalized as part of the cost of the
asset.
Every item of the property, plant, and equipment
that has a significant cost in relation to the total asset is depreciated separately. The estimated economic useful life of property,
plant, and equipment, for purposes of depreciation, is shown in Note 13.
The estimated market price at the end of its
useful life is the premise used to set the residual value of the Company’s property, plant, and equipment. The residual value and
useful life of the assets are reviewed annually by the Company. Any variation due to changes in the expectation of using such items results
in prospective changes.
The book value of the property, plant, and
equipment is analyzed to verify possible impairment loss when facts or changes in circumstances indicate that the book value is greater
than the estimated recoverable amount. The book value of the aircraft is annually tested for impairment, even if there are no circumstances
that indicate losses.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
An item of property, plant and equipment is
written off after divestment or when there are no future economic benefits from the asset's continued use. Any gains or losses on the
sale or write-off of an item are established by the difference between the amount received on the sale and the book value of the asset
and are recognized in the income (expenses).
Additionally, the Company adopts the following
treatment for the groups below:
| 4.9.1. | Advances for Aircraft Acquisition |
Refers to advances in US dollars made to Boeing
for the acquisition of 737-MAX aircraft. Advances are converted at the historical rate.
Lease agreements are recognized, measured,
presented and disclosed as per the current standard, CPC 06 (R2) - “Leases”, corresponding to IFRS 16. The Company adopts
recognition exemptions for lessees, set forth in the standard, for short-term leases and “low value” assets.
| 4.9.2.1. | Right-of-Use Asset |
The Company recognizes the right-of-use assets
on the lease’s starting date (that is, on the date on which the asset is available for use). The assets with right of use include
recognized lease liabilities, initial direct costs incurred and lease payments made up to the start date, less any lease incentives received.
The initial measurement of a right-of-use asset also includes an estimate of the costs to be incurred by the Company in returning the
underlying asset, restoring the underlying asset to the condition required by the lease terms and conditions. The Company incurs an obligation
for these costs, either on the start date or due to having used the asset during the term of the contract.
After the start date, assets with right of
use are measured at cost, less year-to-date depreciation and impairment losses, and adjusted for any new remeasurement of lease liabilities.
Assets with right of use are depreciated on a straight-line base for the shortest period between the lease term and the estimated useful
life of the assets. In certain cases, if the ownership of the leased asset is transferred to the Company at the end of the lease term
or if the cost represents the exercise of a call option, depreciation is calculated using the estimated useful life of the asset.
| 4.9.2.2. | Lease Liabilities |
On the lease’s starting date, the Company
recognizes the present value of lease payments to be made during the lease term period according to the scheduled flow. Lease payments
include; (i) fixed payments (mainly including fixed payments) less any lease incentives receivable; (ii) variable lease payments that
depend on an index or rate; and (iii) amounts expected to be paid under residual value guarantees. Lease payments also include the exercise
price of a call option reasonably certain to be exercised by the Company and payments of fines for terminating the lease, if the lease
term reflects the exercise of the option to terminate the lease by the Company.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
When calculating the present value of lease
payments, the Company uses its incremental loan rate on the starting date, when the interest rate implied by the lease cannot be immediately
determined.
Variable lease payments that do not depend
on an index or rate are recognized as expenses in the period in which the event or condition that generates these payments occurs.
After the starting date, the value of the
lease liability is increased to reflect the time elapsed and, thus, the increase in interest and reduced for the lease payments made.
Besides, the book value of the lease liability is remeasured if there is any change in the lease, considering the change in the lease
term, change in the lease payments (for example, changes in future payments from a change in an index or rate used to determine such lease
payments) or change in the valuation of a call option for the underlying asset.
The Company reassesses the lease liability
whenever certain events occur and recognizes the remeasured balance of the lease liability as an adjustment to the right-of-use asset.
However, if the book value of the right-of-use asset is reduced to zero and there is a further drop in the measured ease liability, the
Company recognizes any remaining balance of the remeasured income (expenses).
| 4.9.2.3. | Sale and Leaseback Transactions |
Sale-leaseback transactions occur when the
Company sells an asset and leases it back. These transactions are initially analyzed within the scope of CPC 47 - "Customer Contract
Revenue", equivalent to IFRS 15, with the aim of verifying whether the performance obligation has been met, and therefore accounting
for the sale of the asset.
Once this requirement is met, the recognition
of the result of sale-leaseback transactions uses the fair value of the traded asset as a reference. For new goods, the source of information
for obtaining fair value are market prices for items of a similar nature, considering the condition of the good. If the item already belongs
to Gol, the calculation for fair value intelligence is carried out using an internal methodology, based on the methodology applied in
the market.
After the fair value is defined, gains or
losses are initially calculated based on the difference between the fair value and the book value of the assets and subsequently adjusted
according to the proportionality of the right of use transferred to the lessor (the latter being the actual value recognized in the result
as income or loss).
The proportionality calculation is carried
out considering the present value of the lease payments adjusted by the advances or additional financing.
| 4.9.3. | Capitalization of Expenses with
Major Maintenance of Engines, Aircraft, Landing Gear and APUs (Auxiliary Power Unit) |
Expenses with major maintenance events, which
include replacement of parts and labor, are capitalized only when there is an extension of the estimated useful life of the corresponding
asset. Such costs are capitalized and depreciated over the estimated period to be incurred until the next major maintenance or the return
of the good, whenever comes first. Expenses incurred that do not extend the useful lives of assets are recognized directly in the financial
statement.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.10.1. | Identifiable Useful Life |
Intangible assets acquired are measured at
the cost of their initial recognition. The useful life of an intangible asset is evaluated as finite or indefinite. Intangible assets
generated internally, excluding development costs, are not capitalized, and expenses are reflected in the income statement for the year
in which they were incurred.
After initial recognition, intangible assets
with finite useful lives are stated at cost, less the year-to-date amortization and impairment losses, when applicable. Intangible assets
with finite lives are amortized over their useful economic lives and are assessed for impairment whenever there is an indication of impairment.
The amortization period and method for an intangible asset with a finite life are reviewed at least at the end of each fiscal year. The
amortization of intangible assets with finite lives is recognized in the financial statement in the expense category consistent with the
use of the intangible asset.
| 4.10.2. | Indefinite Useful Life |
| 4.10.2.1. | Goodwill for Expected Future Profitability |
In this category, the amounts corresponding
to the goodwill from business combinations carried out by the Company and its subsidiaries are recorded. The goodwill value is tested
annually by comparing the book value with the recoverable value of the cash-generating unit. The Management evaluates and establishes
assumptions to assess the impact of macroeconomic and operational changes, to estimate future cash flows and measure the recoverable value
of assets.
| 4.10.2.2. | Airport Operation Rights (“Slots”) |
In the business combination of GLA and Webjet,
slots were acquired, recognized at their fair values on the acquisition date and were not amortized. The estimated useful life of these
rights was considered indefinite due to several factors and considerations, including requirements and permits to operate in Brazil and
the limited availability of use rights at the most important airports in terms of air traffic volume. The book value of these rights is
assessed annually, based on the cash-generating unit regarding its recoverable amount or in cases of changes in circumstances that indicate
that the book value may not be recoverable.
| 4.11. | Impairment Loss on Non-Financial
Assets |
The Company annually reviews internal and
external sources of information to assess events or changes in economic and technological conditions, or in operations that may indicate
the devaluation of an asset or cash-generating unit.
The recoverable amount of an asset or cash-generating
unit is the greater of its fair value minus selling expenses and value in use. When the book value of an asset or cash-generating unit
(“CGU”) exceeds its recoverable amount, a provision for impairment is recognized.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
When estimating the asset's value in use,
estimated future cash flows are discounted to present value, using a pre-tax discount rate reflecting the weighted average cost of capital
for the CGU.
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 or “CGU”).
A previously recognized impairment loss is
reversed, except on goodwill for expected future profitability, only when changes occur to estimates used to calculate the asset's recoverable
amount.
Loans and financing are initially recognized
at fair value less any directly attributable transaction costs. After the initial recognition, these financial liabilities are measured
at amortized cost using the actual interest method, except for the contracted derivatives linked to Exchangeable Senior Notes, which are
measured at fair value through profit or loss.
Gains and losses are recognized in the financial
statement when the liabilities are written off. Amortized cost is calculated considering any premium, negative goodwill or goodwill on
contracts and fees or costs that are an integral part of the actual interest rate method. Amortization using the actual interest rate
method is included as a financial expense in the financial statement, except when subject to capitalization.
| 4.13. | Suppliers and Other Obligations |
They are initially recognized at fair value
and subsequently increased, when applicable, by the corresponding charges and monetary and exchange rate changes incurred up to the closing
dates of the financial statements.
| 4.13.1. | Suppliers - factoring |
The Management carried out a negotiation with
suppliers with the purpose of extending payment terms. Accordingly, the Company signed an agreement with financial institutions that allows
receivables from its suppliers to be anticipated. Considering that the anticipation of this receipt with the financial institutions is
an option of the suppliers, as well, the Company is not reimbursed and/or benefited by the financial institution with discounts for payment
before the maturity date agreed with the supplier, there is no change in the degree of subordination in case of judicial execution (see
Note 18).
| 4.14. | Advance Ticket Sales |
Represents the Company’s obligations
to provide air transportation services and other ancillary services to its clients, net of breakage revenue already recognized in the
financial statement, as detailed in Note 4.17.1.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
Provisions are recognized when the Company
has a present obligation, formalized or not, as a result of a past event, and it is probable that economic benefits will be required to
settle the obligation and a reliable estimate of its value can be made.
| 4.15.1. | Provision for Aircraft and Engine
Return |
Aircraft lease agreements regularly have contractual
obligations establishing conditions for return. The Company makes provisions for the return costs, since these are present obligations
from past events and which will generate future disbursements, when the amount can be measured with reasonable certainty.
The initial gains expected basically refer
to aircraft reconfiguration (interior and exterior), obtaining licenses and technical certifications, return checks, painting, among others,
as established in the agreement. The estimated cost is recorded at present value in Property, Plant & Equipment. After the initial
record, the liability is updated according to the capital compensation rate estimated by the Company, with a corresponding entry in the
financial income (expenses). Any changes in the estimate of expenses to be incurred are recorded prospectively.
Besides the estimated expenses for aircraft
reconfiguration, the lease agreements include provisions on the preservation and useful life of the aircraft components to be observed
when returning the aircraft. This provision depends on the actual use of the aircraft and engines, maintenance events during the contractual
period, among others, therefore, it is recorded from the moment the Company has the necessary elements to reliably estimate the expenses
to be incurred, considering the period they become a present liability due to the condition of the engines and components. The Company
estimates the provision to return the aircraft and engines at present value when the effect of the time value of money is relevant, based
on the end of the lease agreement, when the disbursement will be necessary.
| 4.15.2. | Provision for Tax and Labor Risks |
The Company is a party to several legal and
administrative proceedings, mainly in Brazil, and the likelihood of loss in these lawsuits include an analysis of the available evidence,
the hierarchy of laws, the available jurisprudence, the most recent court decisions, and their relevance in the legal system, as well
as the assessment of external lawyers.
The Company classifies the risk of loss in
legal proceedings as probable, possible, or remote. The provision recorded for such proceedings reasonably reflects the estimated probable
losses. If the Company has lawsuits whose values are not known or reasonably estimated, but the likelihood of loss is probable, these
claims have their nature disclosed.
These provisions are reviewed and adjusted
to reflect changes in circumstances, such as applicable limitation period, findings of tax inspections or additional exposure identified
based on new matters or court decisions.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.16. | Post-Employment Benefits |
The Company recognizes actuarial assets and
liabilities related to the health care plan benefits offered to its employees in accordance with CPC 33 (R1) - “Benefits to Employees”,
corresponding to IAS 19. Actuarial gains and losses are recognized in other comprehensive income (expenses) based on the actuarial report
prepared by independent experts, while the benefits paid directly by the Company, the cost of current service and the cost of interest
are recognized in the result for the year.
| 4.17.1. | Revenue from Passengers, Cargo
and Ancillary Services |
Passenger revenue is recognized when air transportation
is actually provided. Tickets sold but not yet used are recorded in the item of advance from ticket sales, representing deferred revenue
from tickets sold to passengers to be transported at a future date, net of the estimated breakage revenue.
Breakage revenue calculates, on a historical
basis, tickets issued that will expire due to non-use, that is, passengers who have purchased tickets and are highly likely not to use
them. The calculations are reviewed at least once a year to reflect and capture changes in customer behavior in relation to ticket expiration.
It should be noted that future events can significantly change the profile of customers and their historical behavior.
Revenues from cargo shipments are recognized
when performance obligations are met.
Other revenues that include charter services,
on-board sales services, flight rebooking fees, baggage drop-off, and other additional services are recognized along with the primary
passenger transportation obligation.
The Smiles Program has the purpose to build
customer loyalty by granting mileage credits to participants. The obligation generated by issuing miles is measured based on the price
at which the miles were sold to Smiles’ air and non-air partners, considered as the fair value of the transaction.
Until August 31, 2021, Smiles worked as an
agent and complied with its performance liability when miles were redeemed by Smiles’ frequent flyers and exchanged for awards with
its partners, recognizing the revenue in the parent company financial information. In the consolidated financial statements, the revenue
recognition cycle from exchanging Smiles Program’s miles for airline tickets is only completed when passengers are actually transported,
so that unrealized profits were properly removed, as provided for in the ICPC 09 (R2) – Parent Company Financial Statements, Separate
Financial Statements, Consolidated Statements and Adoption of the Equity Method.
After the merger of Smiles Fidelidade by GOL
Linhas Aéreas (GLA) on September 1, 2021, revenue from the frequent flyer program with airline products and services, which are
offered by the entity itself, are now recognized only at when the flight takes place, as the entity's performance liability becomes solely
the flight and related services, with GLA as the entity that controls the said service before transferred to the customer. To exchange
rewards with services and products not linked to an entity of the same economic group, GLA, as the entity responsible for the frequent-flyer
program, remained as an agent and the performance liability is fulfilled when the miles are redeemed by Smiles Program’s frequent
flyers.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
As a result of its characteristics, the miles
program also provides the possibility of recognizing a breakage revenue. The Company calculates the breakage estimate through the probability
of miles having a significant chance to expiry due to non-use, considering the behavioral history of Smiles Program’s frequent flyers.
It should be noted that future events can
significantly change the profile of customers and their historical pattern of redemption of miles. Such changes may lead to significant
changes in the balance of deferred revenue, as well as in the recognition of breakage revenue, reviewed annually.
| 4.17.3. | Adoption of Hedge Accounting to
Protect Future Revenues with Passengers and Ancillary Services |
In the regular course of its operations, the
Company has recurring sales in U.S. dollars (“US$”), mainly as a result of international routes in South, Central, and North
America. On August 1, 2019, the Management has adopted the cash flow hedge accounting to reduce the volatility of these future foreign
currency revenues, which are considered highly probable, as provided for and stated in Paragraph 6.3.1 of CPC 48 – “Financial
instruments”, using as hedge instruments the lease agreements recorded as a debt due to the adoption of CPC 06 (R2) – “Leasing”.
With the adoption of hedge accounting, the
foreign exchange gains and losses from the lease agreements (hedge instrument) will be year-to-date in shareholders’ equity, “Equity
Valuation Adjustments”, appropriated to the Company’s income (expenses) upon the realization of the revenue from sales in
US$.
Hedge accounting derives from the natural
hedge of the Company’s operations, portrayed by cash flow (revenues and amortization of debt in US$) and does not represent an increase
in financial costs, allowing the elimination of some of the exchange rate volatility in the Company's income (expenses). The final position
of shareholders’ equity is not affected by the adoption of this accounting practice.
The elements of hedge accounting are: (1)
hedged: highly probable sales revenue in US$; (2) hedge instrument: lease agreements linked to the US$; (3) amount designated: 60 months
of highly probable revenues based with a notional totaling US$903.102 at the initial adoption; (4) nature of the hedged risk: exchange
rate change; (5) specification of the hedged risk: USD/BRL spot exchange rate change; (6) type of hedge: cash flow.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.18. | Share-Based Compensation |
The Company offers stock option plans to its
executives. The Company recognizes as an expense, on a straight-line basis, the fair value of the options or shares, calculated on the
vesting date through the Black-Scholes method, during the period of service required by the plan, as a corresponding entry to the shareholders’
equity. The year-to-date expense recognized reflects the Company’s best estimate of the number of shares that will be acquired.
The expense or revenue from the movement occurred during the year is recognized in the financial statement.
The effect of outstanding options is reflected
as an additional dilution in the calculation of diluted earnings per share, when applicable.
The Company can also offer to its executives
a restricted stock transfer plan that takes place at the end of the period stipulated from the date of grant, as defined in the plan of
each program, provided that the beneficiary has held his/her employment relationship during this period. Such transfer occurs preferably
through shares held in treasury.
The impact of any revision of the number of
restricted shares that will not be acquired in relation to the original estimates, if any, is recognized in the results for the year,
in such a way that the year-to-date expense reflects the revised estimates with the corresponding adjustment in the shareholders’
equity.
| 4.19. | Profit-Sharing for Employees and
Members of the Management |
The Company’s employees are entitled
to profit sharing based on certain goals agreed annually. For the members of the management the goals are based on the statutory provisions
proposed by the Board of Directors and approved by the shareholders. The profit sharing is recognized in the financial statement for the
fiscal year in which the goals are achieved.
| 4.20. | Financial Revenues and Expenses |
Include interest income on amounts invested,
exchange rate changes on assets and liabilities, changes in the fair value of financial assets measured at fair value through profit or
loss, gains and losses on hedge instruments that are recognized in the income (expenses), interest on loans and financing, commissions
and bank charges, among others. Interest income and expenses are recognized in the financial statement using the actual interest method.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
Basic earnings per share are calculated by
dividing the net income for the year attributed to the Company’s controlling shareholders by the weighted average number of all
classes of shares outstanding during the year.
Diluted earnings (loss) per share are calculated
by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares unless these adjustments
are not dilutive.
Although there are differences between common
and preferred shares in terms of voting rights and preemptive rights in the event of liquidation, the Company's preferred shares do not
grant the right to receive fixed dividends. Preferred shares have economic power and the right to receive dividends 35 times greater than
common shares. Therefore, the Company considers that the economic power of preferred shares is greater than that of common shares. Therefore,
the result for the year attributed to the controlling shareholders is allocated proportionally in relation to the total economic participation
of the amount of common and preferred shares.
| 4.22. | Information by Segment |
An operational segment is a component of the
Company that engages in business activities to generate revenue and incur expenses. Operational segments reflect how the Company's management
reviews financial information for decision-making. The Company's management has identified only one operational segment, air transportation,
that meets the quantitative and qualitative disclosure parameters.
The operations of this segment are primarily
originated from the subsidiary GLA, which provides passenger air transportation services, and its main revenue-generating assets are its
aircraft. Other revenues mainly come from cargo operations, loyalty program, third-party aircraft maintenance, and related services such
as baggage check-in, fines for ticket changes and cancellations, among others.
| 4.23. | Foreign Currency Transactions |
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 financial statement for the fiscal year.
The exchange rate changes in Reais in effect
on the base date of these financial statements are as follows:
|
Final Rate |
Average Rate |
|
2022 |
2021 |
2022 |
2021 |
U.S. Dollar |
5.2177 |
5.5805 |
5.1630 |
5.3956 |
Argentinian Peso |
0.0295 |
0.0543 |
0.0406 |
0.0568 |
| 4.24. | Statement of Added Value (“DVA”) |
Has the purpose to show the wealth generated
by the Company and its distribution during a given year. Presented by the Company as required by Brazilian Corporation Law as part of
its financial statements and as additional information to the financial statements for IFRS standards. The DVA was prepared based on information
obtained in the accounting records following the provisions in CPC 09 - “Statement of Added Value”.
| 4.25. | New Accounting Standards and Pronouncements
Adopted in the Current Year |
The standards listed below have become valid
for annual periods beginning on or after January 1, 2022.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.25.1. | Amendments to CPC 37 (R1), CPC
48, CPC 29, CPC 27, CPC 25 e CPC 15 (R1) |
The amendments to the above pronouncements
are as a result of the annual amendments relating to the improvement cycle between 2018 and 2020, such as:
• Onerous Contracts
– Costs of Fulfilling a Contract;
• Property, Plant
and Equipment: Proceeds before Intended Use; and
• Reference to
the Conceptual Framework.
| 4.25.1.1. | Onerous Contracts – Costs of Fulfilling a Contract |
An onerous contract is a contract under which
the unavoidable costs (i.e., the costs that the Company cannot avoid because it has the contract) of meeting the obligations under the
contract exceed the economic benefits expected to be received under it.
The IASB published amendments to IAS 37, equivalent
to CPC 25, in order to specify that when assessing whether a contract is onerous or loss-making, an entity needs to include costs that
relate directly to a contract to provide goods or services including both incremental costs (e.g., the costs of direct labor and materials)
and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract and costs
of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless
they are explicitly chargeable to the counterparty under the contract.
The amendments should be applied to contracts
for which it has not fulfilled all of its obligations at the beginning of the reporting period of its initial adoption date.
The amendments had no effect on the Company's
individual and consolidated financial statements as the Company and its subsidiaries had no onerous contracts in the applicable period.
| 4.25.1.2. | Property, Plant and Equipment - Proceeds before Intended Use |
The amendment prohibits entities from deducting
from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the
location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes
the proceeds from selling such items, and the costs of producing those items, in profit or loss.
In accordance with the transitional provisions,
the Group applies the amendments retrospectively only to items of PP&E made available for use on or after the beginning of the earliest
period presented when the entity first applies the amendment (the date of initial application).
These amendments had no impact on the consolidated
financial statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use
on or after the beginning of the earliest period presented.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 4.25.1.3. | Reference to the Conceptual Framework |
In May 2020, the IASB published amendments
to IFRS 3, equivalent to CPC 15 (R1), which replace a reference to an earlier version of the IASB's Conceptual Framework with a reference
to the current version issued in March 2018 without significantly changing its requirements.
The amendments add an exception to the recognition
principle of IFRS 3/CPC 15 (R1) – “Business Combinations” to avoid recognizing potential ‘day 2’ gains or
losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37/CPC 25 – “Provisions, Contingent
Liabilities and Contingent Assets” or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria
in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition
date.
The amendments also add a new paragraph to
IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date. In accordance with the transitional provisions,
the Group applies the amendments prospectively, i.e., to business combinations occurring after the beginning of the annual reporting period
in which it first applies the amendments (the date of initial application).
These amendments had no impact on the consolidated
financial statements of the Group as there were no contingent assets, liabilities or contingent liabilities within the scope of these
amendments that arose during the period.
| 4.25.2. | IFRS 9 Financial Instruments -
Fees in the ‘10 per cent’ test for derecognition of financial liabilities (equivalent to CPC 48 – Financial Instruments) |
The amendment clarifies the fees that an entity
includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original
financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received
by either the borrower or lender on the other’s behalf.
In accordance with the transitional provisions,
the Company applied the amendment to financial liabilities that are modified or exchanged on or after January 1, 2022.
| 4.26. | Major accounting estimates and
assumptions used |
As disclosed in note 2, Management has made
judgments that have a significant effect on the amounts recognized in the financial statements, as follows:
| · | Revenue from breakage of tickets
and miles (note 4.17.1 and 4.17.2); |
| · | estimated losses on doubtful receivables
(note 7); |
| · | annual analysis of the recoverable
value of deferred taxes (note 12); |
| · | analysis of recoverability of maintenance
deposits (note 9); |
| · | useful life of the fixed assets
and intangible assets with defined useful life (note 13 and 14); |
| · | analysis of the recoverable value
of goodwill and slots (note 14); |
| · | provision for aircraft and engine returns (note 22); |
| · | provision for post-employment benefits
(note 22); |
| · | provision for tax, civil and labor
risks (note 22); |
| · | share-based compensation transactions
(note 26); |
| · | rights and obligations with derivative
operations (note 32); and |
| · | fair value of financial instruments
(note 32). |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The Company continuously reviews the assumptions
used in its accounting estimates. The effect of the revisions to the accounting estimates in recognized in the financial statements in
the period in which such revision is made.
| 4.27. | New Accounting Standards and Pronouncements not yet Adopted |
The following amendments to standards were
issued by the IASB, but not effective for fiscal year 2022. The early adoption of standards, although encouraged by the IASB, is not permitted
in Brazil by the Comitê de Pronunciamentos Contábeis (CPC).
| 4.27.1. | Amendment to IAS 1: Classification
of Liabilities as Current or Non-current |
In January 2020 and October 2022, the IASB
issued amendments to IAS 1, correlated to CPC 26, to specify the requirements for classifying liabilities as current or non-current. The
amendments clarify:
·
What is meant by a right to defer settlement.
·
That a right to defer must exist at the end of the reporting
period.
·
That classification is unaffected by the likelihood that
an entity will exercise its deferral right.
·
That only if an embedded derivative in a convertible liability
is itself an equity instrument would the terms of a liability not impact its classification.
The amendments are effective for annual reporting
periods beginning on or after 1 January 2024 and must be applied retrospectively. The Company is currently assessing the impact the amendments
will have on current practice and whether existing loan agreements may require renegotiation.
| 4.27.2. | Amendments to IAS 8: Definition
of Accounting Estimates |
In February 2021, the IASB issued amendments
to IAS 8, correlated to CPC 23, in which it introduces a definition of ‘accounting estimates’. The amendments clarify the
distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify
how entities use measurement techniques and inputs to develop accounting estimates.
The amendments are effective for annual reporting
periods beginning on or after 1 January 2023 and apply to changes in accounting policies and changes in accounting estimates that occur
on or after the start of that period.
The amendments are not expected to have a
material impact on the Company’s financial statements.
| 4.27.3. | Amendments to IAS 1 and IFRS Practice
Statement 2: Disclosure of Accounting Policies |
In February 2021, the IASB issued amendments
to IAS 1, correlated to CPC 26 (R1), and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples
to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting
policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant’ accounting
policies with a requirement to disclose their ‘material’ accounting policies and adding guidance on how entities apply the
concept of materiality in making decisions about accounting policy disclosures. The amendments also bring
that in some circumstances standardized information from the entity's accounting policy may be necessary for users to understand other
relevant information in the financial statements.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The amendments to IAS 1 are applicable for
annual periods beginning on or after 1 January 2023 with earlier application permitted. Since the amendments to the Practice Statement
2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date
for these amendments is not necessary.
The Company is currently revisiting their
accounting policy information disclosures to ensure consistency with the amended requirements.
| 4.27.4. | Amendments to IAS 12: Deferred
Tax related to Assets and Liabilities arising from a Single Transaction |
In May 2021, the Board issued amendments to
IAS 12, which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give
rise to equal taxable and deductible temporary differences.
The amendments require entities to recognize
deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences.
This will typically apply to lease transactions (right-of-use assets and lease liabilities) and restoration obligations, and will require
the recognition of additional tax assets and liabilities.
The amendments should be applied to transactions
that occur on or after the beginning of the earliest comparative period presented and it’s effective for annual periods beginning
on or after 1 January 2023. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided
that sufficient taxable profit is available) and a deferred tax liability should also be recognized for all deductible and taxable temporary
differences associated with leases and decommissioning obligations.
The Company is currently assessing the impact
of the amendments.
| 4.27.5. | Amendments to IFRS 16: Lease liability
in sale and leaseback transaction |
In September 2022, the Federal Accounting
Council issued the amendment to IFRS 16 that specifies the requirements that a seller-lessee uses in measuring the lease liability arising
in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the
right of use it retains.
After the commencement date in a sale and
leaseback transaction, the seller-lessee applies paragraphs 29 to 35 of IFRS 16 to the right-of-use asset arising from the leaseback
and paragraphs 36 to 46 of IFRS 16 to the lease liability arising from the leaseback. In applying paragraphs 36 to 46, the seller-lessee
determines ‘lease payments’ or ‘revised lease payments’ in such a way that the seller-lessee would not recognize
any amount of the gain or loss that relates to the right of use retained by the seller-lessee. Applying these requirements does not prevent
the seller-lessee from recognizing, in profit or loss, any gain or loss relating to the partial or full termination of a lease, as required
by paragraph 46(a) of IFRS 16.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The amendment does not prescribe specific
measurement requirements for lease liabilities arising from a leaseback. The initial measurement of the lease liability arising from a
leaseback may result in a seller-lessee determining ‘lease payments’ that are different from the general definition of lease
payments in Appendix A of IFRS 16. The seller-lessee will need to develop and apply an accounting policy that results in information that
is relevant and reliable in accordance with IAS 8.
The amendments are effective for annual periods
beginning on or after 1 January 2024 and the Company will assess possible impacts on its consolidated financial statements.
There are no other standards or interpretations
issued and adopted that may, in Management’s opinion, have a significant impact on the Company’s reported results or equity.
| 5. | Cash and Cash Equivalents |
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Cash and Bank Deposits |
47 |
2,981 |
121,660 |
116,123 |
Cash Equivalents |
132 |
207,960 |
47,375 |
370,135 |
Total |
179 |
210,941 |
169,035 |
486,258 |
The breakdown of cash equivalents is as follows:
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Domestic Currency |
|
|
|
|
Private Bonds |
- |
207,656 |
10 |
329,235 |
Automatic Investments |
132 |
304 |
47,334 |
40,873 |
Total Domestic Currency |
132 |
207,960 |
47,344 |
370,108 |
|
|
|
|
|
Foreign Currency |
|
|
|
|
Private Bonds |
- |
- |
31 |
27 |
Total Foreign Currency |
- |
- |
31 |
27 |
|
|
|
|
|
Total |
132 |
207,960 |
47,375 |
370,135 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
|
Parent Company |
Consolidated |
|
Weighted Average Profitability (p.a.) |
2022 |
2021 |
2022 |
2021 |
Domestic Currency |
|
|
|
|
|
Government Bonds |
100.1% of CDI |
- |
- |
3,880 |
2,042 |
Private Bonds |
98.1% of CDI |
753 |
- |
253,386 |
288,056 |
Investment Funds |
78.3% of CDI |
4,062 |
4,378 |
10,576 |
12,042 |
Total Domestic Currency |
|
4,815 |
4,378 |
267,842 |
302,140 |
|
|
|
|
|
|
Foreign Currency |
|
|
|
|
|
Private Bonds |
|
- |
- |
- |
33,570 |
Investment Funds |
20% |
- |
- |
155,576 |
37,979 |
Total Foreign Currency |
|
- |
- |
155,576 |
71,549 |
|
|
|
|
|
|
Total |
|
4,815 |
4,378 |
423,418 |
373,689 |
|
|
|
|
|
|
Current |
|
4,814 |
4,377 |
404,113 |
291,363 |
Non-Current |
|
1 |
1 |
19,305 |
82,326 |
|
|
|
|
|
|
|
Of the total amount recorded in the parent
company and in the consolidated on December 31, 2022, R$4,701 and R$266,553 (R$4,123 and R$333,984 on December 31, 2021), respectively,
refer to financial investments used as guarantees linked to deposits for lease operations, derivative financial instruments, lawsuits
and loans and financing.
|
Consolidated |
|
2022 |
2021 |
Domestic Currency |
|
|
Credit Card Administrators |
287,754 |
200,601 |
Travel Agencies |
317,487 |
439,698 |
Cargo Agencies |
45,986 |
27,418 |
Partner Airlines |
12,465 |
11,921 |
Others |
31,477 |
18,852 |
Total Domestic Currency |
695,169 |
698,490 |
|
|
|
Foreign Currency |
|
|
Credit Card Administrators |
80,812 |
77,379 |
Travel Agencies |
83,517 |
38,999 |
Cargo Agencies |
968 |
211 |
Partner Airlines |
33,075 |
27,863 |
Others |
16,741 |
27,021 |
Total Foreign Currency |
215,113 |
171,473 |
|
|
|
Total |
910,282 |
869,963 |
|
|
|
Estimated Losses from Doubtful Accounts |
(22,548) |
(19,280) |
|
|
|
Total Trade Receivables |
887,734 |
850,683 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The aging list of trade receivables, net of
allowance for doubtful accounts on trade receivables, is as follows:
|
Consolidated |
|
2022 |
2021 |
To be Due |
|
|
Up to 30 days |
722,923 |
607,968 |
From 31 to 60 days |
48,923 |
82,132 |
From 61 to 90 days |
16,681 |
55,265 |
From 91 to 180 days |
381 |
33,491 |
From 181 to 360 days |
23,590 |
1,096 |
Above 360 days |
7 |
379 |
Total to be Due |
812,505 |
780,331 |
|
|
|
Overdue |
|
|
Up to 30 days |
46,856 |
31,302 |
From 31 to 60 days |
9,321 |
5,722 |
From 61 to 90 days |
3,383 |
2,172 |
From 91 to 180 days |
9,845 |
7,566 |
From 181 to 360 days |
2,598 |
8,911 |
Above 360 days |
3,226 |
14,679 |
Total Overdue |
75,229 |
70,352 |
|
|
|
Total |
887,734 |
850,683 |
The movement of estimated losses on doubtful
accounts is as follows:
|
Consolidated |
|
2022 |
2021 |
Opening Balance of the Fiscal Year |
(19,280) |
(18,047) |
(Additions) Reversals |
(3,268) |
(1,233) |
Closing Balance of the Fiscal Year |
(22,548) |
(19,280) |
|
Consolidated |
|
2022 |
2021 |
Consumables |
26,494 |
20,585 |
Parts and Maintenance Materials |
365,659 |
201,470 |
Advances to Suppliers |
46,712 |
47,530 |
Total |
438,865 |
269,585 |
The changes in the provision for obsolescence
are as follows:
|
Consolidated |
|
2022 |
2021 |
Balances at the Beginning of the Fiscal Year |
(6,176) |
(12,862) |
Additions |
(4,876) |
(687) |
Write-Offs |
1,441 |
7,373 |
Closing Balances of the Fiscal Year |
(9,611) |
(6,176) |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Court Deposits |
45,042 |
44,744 |
591,177 |
575,917 |
Deposit in Guarantee for Lease Agreements |
- |
2,790 |
934,204 |
372,114 |
Maintenance Deposits |
- |
- |
1,134,389 |
1,000,995 |
Total |
45,042 |
47,534 |
2,659,770 |
1,949,026 |
|
|
|
|
|
Current |
- |
- |
380,267 |
191,184 |
Non-Current |
45,042 |
47,534 |
2,279,503 |
1,757,842 |
The Company makes deposits in US dollars for
the maintenance of aircraft and engines, which will be used in future events as established in certain lease agreements. The Company has
the right to choose to carry out the maintenance internally or through its suppliers.
Maintenance deposits do not exempt the Company,
as a lessee, from contractual liabilities 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) as established in the aircraft lease. Credit
bills can be executed by the lessors if the maintenance of the aircraft and engines does not occur according to the review schedule. On
December 31, 2022, no credit bill had been executed against the Company.
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 December 31, 2022 was R$231,222 (R$262,061 on December 31, 2021).
·
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 December 31, 2022, the balance referring to such reserves
was R$903,167 (R$738,934 on December 31, 2021).
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 and the release of the court deposits has been claimed. As of December 31, 2022, the blocked amounts referring to Varig
S.A.'s succession proceedings and third-party proceedings were R$51,577 and R$100,427, respectively (R$59,990 and R$104,043 as of December
31, 2021), the remaining amounts refer to legal proceedings to which the Company is the main party.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 9.3. | Deposit in Guarantee for Lease
Agreements |
As required by the lease agreements, the Company
makes guarantee deposits (in US dollars) to the leasing companies, which may be redeemed if replaced by other bank guarantees or fully
redeemed at maturity.
As described in note 1.9, in the year ended
December 31, 2022, GOL, through its subsidiary GOL Finance, issued Senior Secured Amortizing Notes in exchange for full compliance, at
100% of face value, with certain aircraft lease payment obligations. From this transaction, the amount of R$486,239 referring to prepayments
that will be applied to the return of aircraft was recorded as a guarantee deposit.
| 10. | Advance to Suppliers and Third
Parties |
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Advance to Domestic Suppliers |
- |
32 |
227,036 |
255,024 |
Advance to Foreign Suppliers |
1,208 |
51 |
65,141 |
42,524 |
Advance for Materials and Repairs |
35,788 |
- |
60,179 |
48,932 |
Total |
36,996 |
83 |
352,356 |
346,480 |
|
|
|
|
|
Current |
36,996 |
83 |
302,658 |
270,342 |
Non-Current |
- |
- |
49,698 |
76,138 |
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Income Tax and Social Contribution to Recover |
16,900 |
14,575 |
36,249 |
51,282 |
PIS and COFINS to Recover |
- |
- |
187,322 |
185,827 |
Value Added Tax (VAT), Abroad |
- |
- |
6,037 |
4,035 |
Others |
- |
48 |
18,674 |
8,223 |
Total |
16,900 |
14,623 |
248,282 |
249,367 |
|
|
|
|
|
Current |
3,975 |
10,159 |
195,175 |
176,391 |
Non-Current |
12,925 |
4,464 |
53,107 |
72,976 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 12.1. | Deferred Taxes (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 |
|
2020 |
Result |
2021 |
Result |
2022 |
Deferred Assets |
|
|
|
|
|
Tax Losses |
37,921 |
12,464 |
50,385 |
4,534 |
54,919 |
Negative Basis of Social Contribution |
13,650 |
4,487 |
18,137 |
1,633 |
19,770 |
Temporary Differences: |
|
|
|
|
|
Provision for Losses on Other Credits |
2,004 |
5,128 |
7,132 |
(4,958) |
2,174 |
Provision for Legal Proceedings and Tax Liabilities |
(83) |
(11) |
(94) |
138 |
44 |
Total Deferred Tax Assets |
53,492 |
22,068 |
75,560 |
1,347 |
76,907 |
|
Consolidated |
|
2020 |
Result |
Shareholders’ Equity (*) |
2021 |
Result |
Shareholders’ Equity (*) |
2022 |
Deferred Assets (Liabilities) – GOL and Smiles Argentina |
|
|
|
|
|
|
|
Tax Losses |
37,921 |
12,464 |
- |
50,385 |
4,534 |
- |
54,919 |
Negative Basis of Social Contribution |
13,650 |
4,487 |
- |
18,137 |
1,633 |
- |
19,770 |
Temporary Differences: |
|
|
|
|
|
|
|
Provision for Losses on Other Credits |
2,004 |
5,128 |
- |
7,132 |
(4,958) |
- |
2,174 |
Provision for Legal Proceedings and Tax Liabilities |
(83) |
(11) |
- |
(94) |
139 |
- |
45 |
Others |
71 |
(7) |
175 |
239 |
99 |
5 |
343 |
Total Deferred Tax Assets |
53,563 |
22,061 |
175 |
75,799 |
1,447 |
5 |
77,251 |
Deferred Assets (Liabilities) - GLA |
|
|
|
|
|
|
|
Temporary Differences: |
|
|
|
|
|
|
|
Flight Rights |
(353,226) |
- |
- |
(353,226) |
- |
- |
(353,226) |
Depreciation of Engines and Parts for Aircraft Maintenance |
(194,789) |
(7,732) |
- |
(202,522) |
(25,356) |
- |
(227,878) |
Breakage Provision |
(193,498) |
(3,748) |
- |
(197,246) |
(102,783) |
- |
(300,029) |
Goodwill Amortization for Tax Purposes |
(127,659) |
(15,638) |
- |
(143,297) |
(46,914) |
- |
(190,211) |
Derivative Transactions |
(28,902) |
28,400 |
- |
(502) |
22,687 |
- |
22,185 |
Estimated Losses on Doubtful Accounts – Trade Receivables and Other Receivables |
201,446 |
7,695 |
- |
209,141 |
(8,351) |
- |
200,790 |
Provision for Aircraft and Engine Return |
190,778 |
119,968 |
- |
310,746 |
(4,597) |
- |
306,149 |
Provision for Legal Proceedings and Tax Liabilities |
124,723 |
119,103 |
- |
243,826 |
31,057 |
- |
274,883 |
Aircraft Leases and Others |
10,586 |
73,914 |
- |
84,500 |
102,755 |
- |
187,255 |
Unrealized Profits |
69,843 |
(69,843) |
- |
- |
- |
- |
- |
Others |
81,064 |
(32,895) |
- |
48,169 |
(4,441) |
- |
43,728 |
Total Deferred Tax Assets Liabilities |
(219,634) |
219,224 |
- |
(411) |
(35,943) |
- |
(36,354) |
Total Effect of Deferred Taxes in the Income (Expenses) |
|
241,285 |
|
- |
(34,496) |
- |
- |
(*) Exchange rate change recognized in other comprehensive
income.
The Company’s Management considers that
the deferred assets and liabilities recognized on December 31, 2022 arising from temporary differences will be realized in proportion
to realization of their bases and the expectation of future results.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The Management estimates that active deferred
tax credits, recorded on tax losses and a negative social contribution base, may be realized as follows:
|
Parent Company and Consolidated |
Year |
2022 |
2021 |
2022 |
- |
7,156 |
2023 |
14,571 |
26,511 |
2024 |
21,648 |
18,581 |
2025 |
21,579 |
16,274 |
2026 |
16,891 |
- |
Total |
74,689 |
68,522 |
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:
|
GLA |
|
2022 |
2021 |
Income Tax Losses and Negative Basis of Social Contribution |
14,989,912 |
12,076,378 |
|
|
|
Potential Tax Credit |
5,096,570 |
4,105,969 |
The reconciliation between tax expense and
multiplying the accounting profit by the nominal tax rate for the fiscal years ended December 31, 2022 and 2021 is shown below:
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Loss before Income Tax and Social Contribution |
(1,562,820) |
(7,243,606) |
(1,517,675) |
(7,376,227) |
Combined Nominal Tax Rate |
34% |
34% |
34% |
34% |
Income Tax and Social Contribution by the Combined Tax Rate |
531,359 |
2,462,826 |
516,010 |
2,507,917 |
|
|
|
|
|
Adjustments to Calculate the Actual Tax Rate: |
|
|
|
|
Equity Pickup |
(358,853) |
(2,174,015) |
- |
- |
Tax Rate Difference of the Income (Expenses) of Subsidiaries |
(185,008) |
(157,614) |
(26,841) |
(171,981) |
Nondeductible Revenues (Expenses), Net |
(80,340) |
(24,656) |
(270,066) |
(118,734) |
Exchange Rate Change on Foreign Investments |
94,189 |
(84,473) |
46,239 |
(82,085) |
Tax Benefits |
- |
- |
194,588 |
- |
Benefit Not Constituted on Tax Losses, Negative Basis and Temporary Differences |
- |
- |
(503,728) |
(1,942,695) |
Total Income Tax and Social Contribution |
1,347 |
22,068 |
(43,798) |
192,422 |
|
|
|
|
|
Income Tax and Social Contribution |
|
|
|
|
Current |
- |
- |
(9,302) |
(48,862) |
Deferred |
1,347 |
22,068 |
(34,496) |
241,284 |
Total Income Tax and Social Contribution |
1,347 |
22,068 |
(43,798) |
192,422 |
| 13. | Property, Plant & Equipment |
On December 31, 2022, the balance of Property,
Plant & Equipment was R$416,348 in GAC (R$451,320 on December 31, 2021), mainly from advances for aircraft acquisition.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
|
2021 |
|
|
|
|
2022 |
|
Weighted Average Rate (p.a.) |
Historical Cost |
Year-to-date Depreciation |
Net Opening Balance |
Additions |
Contractual Amendment |
Depreciation |
Write-Offs and Transfers |
Net Closing Balance |
Historical Cost |
Year-to-date Depreciation |
Flight Equipment |
|
|
|
|
|
|
|
|
|
|
|
Aircraft - ROU(1) with Purchase Option |
10.66% |
- |
- |
- |
1,406,085 |
- |
(69,869) |
- |
1,336,216 |
1,406,085 |
(69,869) |
Aircraft - ROU(1) with no Purchase Option |
16.69% |
7,127,628 |
(1,958,755) |
5,168,873 |
1,337,200 |
(186,580) |
(987,591) |
(10,536) |
5,321,366 |
8,148,917 |
(2,827,551) |
Spare Parts and Engines - Own (3) (4) |
7.21% |
2,062,646 |
(963,949) |
1,098,697 |
208,237 |
- |
(144,843) |
(35,466) |
1,126,625 |
2,188,299 |
(1,061,674) |
Spare Parts and Engines - ROU(1) |
30.35% |
129,223 |
(62,908) |
66,315 |
17,343 |
(378) |
(28,169) |
- |
55,111 |
146,188 |
(91,077) |
Aircraft and Engine Overhauling |
37.41% |
3,143,372 |
(2,370,691) |
772,681 |
604,953 |
- |
(363,149) |
(19,931) |
994,554 |
3,447,804 |
(2,453,250) |
Tools |
10.00% |
56,826 |
(32,327) |
24,499 |
6,407 |
- |
(4,024) |
(25) |
26,857 |
63,183 |
(36,326) |
|
|
12,519,695 |
(5,388,630) |
7,131,065 |
3,580,225 |
(186,958) |
(1,597,645) |
(65,958) |
8,860,729 |
15,400,476 |
(6,539,747) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-Aeronautical Property, Plant & Equipment |
|
|
|
|
|
|
|
|
|
|
|
Vehicles |
20.00% |
11,076 |
(9,915) |
1,161 |
920 |
- |
(434) |
- |
1,647 |
11,996 |
(10,349) |
Machinery and Equipment |
10.00% |
62,837 |
(50,824) |
12,013 |
1,341 |
- |
(1,928) |
(14) |
11,412 |
62,926 |
(51,514) |
Furniture and Fixtures |
10.00% |
32,508 |
(22,024) |
10,484 |
1,778 |
- |
(1,937) |
(4) |
10,321 |
33,870 |
(23,549) |
Computers, Peripherals and Equipment |
19.72% |
49,636 |
(40,869) |
8,767 |
4,937 |
- |
(3,785) |
(16) |
9,903 |
52,220 |
(42,317) |
Computers, Peripherals and Equipment – ROU(1) |
49.69% |
23,210 |
(20,251) |
2,959 |
10,308 |
- |
(5,328) |
- |
7,939 |
33,518 |
(25,579) |
Third-Party Property Improvements |
20.32% |
183,345 |
(166,832) |
16,513 |
3 |
- |
(9,683) |
2,356 |
9,189 |
185,621 |
(176,432) |
Third-Party Properties - ROU(1) |
13.13% |
28,819 |
(24,186) |
4,633 |
171,084 |
54,720 |
(19,910) |
- |
210,527 |
254,130 |
(43,603) |
Construction in Progress |
|
15,410 |
- |
15,410 |
1,402 |
- |
- |
(2,356) |
14,456 |
14,456 |
- |
|
|
406,841 |
(334,901) |
71,940 |
191,773 |
54,720 |
(43,005) |
(34) |
275,394 |
648,737 |
(373,343) |
|
|
|
|
|
|
|
|
|
|
|
|
Impairment Losses (2) |
- |
(26,854) |
- |
(26,854) |
6,366 |
- |
- |
- |
(20,488) |
(20,488) |
- |
Total Property, Plant & Equipment in Use |
|
12,899,682 |
(5,723,531) |
7,176,151 |
3,778,364 |
(132,238) |
(1,640,650) |
(65,992) |
9,115,635 |
16,028,725 |
(6,913,090) |
|
|
|
|
|
|
|
|
|
|
|
|
Advance to Suppliers |
- |
499,019 |
- |
499,019 |
92,811 |
- |
- |
(118,769) |
473,061 |
473,061 |
- |
Total |
|
13,398,701 |
(5,723,531) |
7,675,170 |
3,871,175 |
(132,238) |
(1,640,650) |
(184,761) |
9,588,696 |
16,501,786 |
(6,913,090) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
|
2020 |
|
|
|
|
2021 |
|
Weighted Average Rate (p.a.) |
Historical Cost |
Year-to-date Depreciation |
Net Opening Balance |
Additions |
Contractual Amendment |
Depreciation |
Write-Offs and Transfers |
Net Closing Balance |
Historical Cost |
Year-to-date Depreciation |
Flight Equipment |
|
|
|
|
|
|
|
|
|
|
|
Aircraft - ROU(1) with no Purchase Option |
17.00% |
4,020,709 |
(1,420,648) |
2,600,061 |
2,446,548 |
776,867 |
(654,599) |
(4) |
5,168,873 |
7,127,628 |
(1,958,755) |
Spare Parts and Engines - Own (3) (4) |
7.00% |
1,964,411 |
(837,048) |
1,127,363 |
106,343 |
- |
(131,887) |
(3,122) |
1,098,697 |
2,062,646 |
(963,949) |
Spare Parts and Engines - ROU(1) |
25.91% |
84,329 |
(47,940) |
36,389 |
48,532 |
- |
(18,606) |
- |
66,315 |
129,223 |
(62,908) |
Aircraft and Engine Overhauling |
44.14% |
3,206,385 |
(2,282,042) |
924,343 |
266,584 |
- |
(418,170) |
(76) |
772,681 |
3,143,372 |
(2,370,691) |
Tools |
10.00% |
55,821 |
(28,697) |
27,124 |
1,238 |
- |
(3,843) |
(20) |
24,499 |
56,826 |
(32,327) |
|
|
9,331,655 |
(4,616,375) |
4,715,280 |
2,869,245 |
776,867 |
(1,227,105) |
(3,222) |
7,131,065 |
12,519,695 |
(5,388,630) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-Aeronautical Property, Plant & Equipment |
|
|
|
|
|
|
|
|
|
|
|
Vehicles |
20.00% |
11,264 |
(9,572) |
1,692 |
382 |
- |
(551) |
(362) |
1,161 |
11,076 |
(9,915) |
Machinery and Equipment |
10.00% |
62,841 |
(48,417) |
14,424 |
148 |
- |
(2,529) |
(30) |
12,013 |
62,837 |
(50,824) |
Furniture and Fixtures |
10.00% |
32,790 |
(20,483) |
12,307 |
195 |
- |
(1,959) |
(59) |
10,484 |
32,508 |
(22,024) |
Computers, Peripherals and Equipment |
13.33% |
49,775 |
(37,740) |
12,035 |
505 |
- |
(3,755) |
(18) |
8,767 |
49,636 |
(40,869) |
Computers, Peripherals and Equipment – ROU(1) |
33.29% |
21,992 |
(15,460) |
6,532 |
1,218 |
- |
(4,791) |
- |
2,959 |
23,210 |
(20,251) |
Third-Party Property Improvements |
16.18% |
183,351 |
(156,965) |
26,386 |
45 |
- |
(9,904) |
(14) |
16,513 |
183,345 |
(166,832) |
Third-Party Properties - ROU(1) |
35.68% |
27,867 |
(15,834) |
12,033 |
- |
1,512 |
(8,781) |
(131) |
4,633 |
28,819 |
(24,186) |
Construction in Progress |
|
14,837 |
- |
14,837 |
573 |
- |
- |
- |
15,410 |
15,410 |
- |
|
|
404,717 |
(304,471) |
100,246 |
3,066 |
1,512 |
(32,270) |
(614) |
71,940 |
406,841 |
(334,901) |
|
|
|
|
|
|
|
|
|
|
|
|
Impairment Losses (2) |
- |
(34,330) |
- |
(34,330) |
7,476 |
- |
- |
- |
(26,854) |
(26,854) |
- |
Total Property, Plant & Equipment in Use |
|
9,702,042 |
(4,920,846) |
4,781,196 |
2,879,787 |
778,379 |
(1,259,375) |
(3,836) |
7,176,151 |
12,899,682 |
(5,723,531) |
|
|
|
|
|
|
|
|
|
|
|
|
Prepayment to Suppliers |
- |
179,092 |
- |
179,092 |
331,517 |
- |
- |
(11,590) |
499,019 |
499,019 |
- |
Total |
|
9,881,134 |
(4,920,846) |
4,960,288 |
3,211,304 |
778,379 |
(1,259,375) |
(15,426) |
7,675,170 |
13,398,701 |
(5,723,531) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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) | On December 31, 2022 and 2021,
the balance of spare parts is granted as a guarantee to the Senior Secured Notes 2026, as per Note 15. |
| (4) | On December 31, 2022, 17 Company's
engines (19 engines on December 31, 2021) are granted as a guarantee to the Spare Engine Facility and the Loan Facility, according to
Note 15. |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The breakdown and changes
in intangible assets are as follows:
|
Consolidated |
|
Weighted Average Rate (p.a.) |
2021 |
|
|
|
2022 |
|
Historical Cost |
Year-to-date Amortization |
Net Opening
Balance |
Additions |
Amortization |
Write-offs and Transfers |
Net Closing Balance |
Historical Cost |
Year-to-date Amortization |
Goodwill |
- |
542,302 |
- |
542,302 |
- |
- |
- |
542,302 |
542,302 |
- |
Slots |
- |
1,038,900 |
- |
1,038,900 |
- |
- |
- |
1,038,900 |
1,038,900 |
- |
Softwares |
26.41% |
508,650 |
(268,476) |
240,174 |
119,462 |
(77,651) |
(198) |
281,787 |
554,939 |
(273,152) |
Others |
20.00% |
10,000 |
(8,167) |
1,833 |
- |
(1,833) |
- |
- |
10,000 |
(10,000) |
Total |
|
2,099,852 |
(276,643) |
1,823,209 |
119,462 |
(79,484) |
(198) |
1,862,989 |
2,146,141 |
(283,152) |
|
Consolidated |
|
Weighted Average Rate (p.a.) |
2020 |
|
|
|
2021 |
Historical Cost |
Year-to-date Amortization |
Net Opening
Balance |
Additions |
Amortization |
Write-offs and Transfers |
Net Closing Balance |
Historical Cost |
Year-to-date Amortization |
Goodwill |
- |
542,302 |
- |
542,302 |
- |
- |
- |
542,302 |
542,302 |
- |
Slots |
- |
1,038,900 |
- |
1,038,900 |
- |
- |
- |
1,038,900 |
1,038,900 |
- |
Softwares |
38.28% |
507,734 |
(345,661) |
162,073 |
152,584 |
(74,438) |
(45) |
240,174 |
508,650 |
(268,476) |
Others |
20.00% |
10,000 |
(6,167) |
3,833 |
- |
(2,000) |
- |
1,833 |
10,000 |
(8,167) |
Total |
|
2,098,936 |
(351,828) |
1,747,108 |
152,584 |
(76,438) |
(45) |
1,823,209 |
2,099,852 |
(276,643) |
The balances of goodwill and airport operating
rights (slots) were tested for impairment on December 31, 2022 and 2021, through the discounted cash flow for each cash-generating unit,
giving rise to the value in use, not resulting in impairment.
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.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The Company operates a single cash generating
unit, considering that the revenue depends on different assets that cannot be evaluated in isolation for measuring the value in use. The
following tables show the sensitivity of the variation of the result of the value in use calculated for comparison with the book value:
|
Air transportation |
December 31, 2022 |
|
Book value |
3,803,774 |
Value in use |
34,224,861 |
|
|
Discount rate |
15.79% |
Perpetuity growth rate |
3.37% |
|
|
Sensitivity test |
|
10% variation |
|
Value in use |
28,513,408 |
Amendment of the value in use |
(5,711,453) |
|
|
25% variation |
|
Value in use |
21,713,858 |
Amendment of the value in use |
(12,511,003) |
|
Air transportation |
December 31, 2021 |
|
Book value |
3,544,950 |
Value in use |
36,535,754 |
|
|
Discount rate |
14.84% |
Perpetuity growth rate |
3.18% |
|
|
Sensitivity test |
|
10% variation |
|
Value in use |
30,481,528 |
Amendment of the value in use |
(6,054,226) |
|
|
25% variation |
|
Value in use |
23,706,460 |
Amendment of the value in use |
(12,829,294) |
The results obtained were compared with the
book value of the cash-generating unit, and, as a result, the Company did not recognize losses in relation to the impairment of its CGU.
No impairment loss has been recorded to date.
The assumptions adopted in the impairment
testing of intangible assets are based on internal projections for a five-year period. For longer periods, the Company uses the perpetuity
growth rate. The discounted cash flow that calculated the value in use of the cash-generating unit was prepared in accordance with the
Company’s business plan and approved by the Company’s Board of Directors.
The main assumptions taken into consideration
by the Company to determine the value in use of the cash-generating unit are:
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| · | Capacity and fleet: considers the
use, the aircraft capacity used in each flight and the projected size of the fleet in use. |
| · | Demand: market efficiency is the
main input to estimate the Company’s demand growth. Management considers market efficiency to be the ratio between its market share
and its seat share. This indicator reflects how efficiently the Company uses its share of the market’s total supply based on how
much demand for air transportation it absorbs. |
| · | Revenue per passenger: considers
the average price charged by GLA and the effects of market variables (see the variables used below). |
| · | Operating costs related to the
business: based on the historical cost and adjusted by indicators, such as inflation, supply, demand and variation of the U.S. dollar.
|
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).
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The breakdown of and changes in short and long-term debt
are as follows:
|
|
|
Parent Company |
|
|
|
2021 |
|
|
|
|
|
|
2022 |
|
Maturity |
Interest Rate p.a. |
Current |
Non-Current |
Total |
Funding |
Unrealized Income (Expenses) from ESN |
Interest Incurred |
Interest Paid |
Exchange Rate Change |
Amortization of Costs and Goodwill |
Total |
Current |
Non-Current |
Foreign Currency Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
ESN 2024 (b) |
07/2024 |
3.75% |
40,764 |
1,947,463 |
1,988,227 |
- |
(132,626) |
207,028 |
(84,037) |
(128,292) |
7,129 |
1,857,429 |
38,114 |
1,819,315 |
Senior Notes 2025 (c) |
01/2025 |
7.00% |
105,797 |
3,598,981 |
3,704,778 |
- |
- |
234,900 |
(239,917) |
(237,683) |
9,194 |
3,471,272 |
98,919 |
3,372,353 |
Senior Secured Notes 2026 (d) |
06/2026 |
8.00% |
- |
3,451,977 |
3,451,977 |
- |
- |
268,457 |
(271,848) |
(232,429) |
56,072 |
3,272,229 |
- |
3,272,229 |
Senior Secured Amortizing Notes (f) |
06/2026 |
4.76% |
- |
- |
- |
1,003,279 |
- |
- |
- |
- |
- |
1,003,279 |
121,111 |
882,168 |
Perpetual Notes (e) |
- |
8.75% |
17,743 |
858,843 |
876,586 |
- |
- |
69,533 |
(69,778) |
(56,744) |
- |
819,597 |
16,589 |
803,008 |
Total |
|
|
164,304 |
9,857,264 |
10,021,568 |
1,003,279 |
(132,626) |
779,918 |
(665,580) |
(655,148) |
72,395 |
10,423,806 |
274,733 |
10,149,073 |
|
|
|
Parent Company |
|
|
|
2020 |
|
|
|
|
|
|
2021 |
|
Maturity |
Interest Rate p.a. |
Current |
Non-current |
Total |
Funding |
Unrealized Income (Expenses) from ESN |
Principal Payment |
Interest Incurred |
Interest Paid |
Exchange Rate Change |
Amortization of Costs and Goodwill |
Total |
Current |
Non-current |
Foreign Currency Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed Funding (a) |
06/2021 |
9.50% |
484,113 |
- |
484,113 |
- |
- |
(499,663) |
17,000 |
(17,745) |
16,295 |
- |
- |
- |
- |
ESN 2024 (1) (b) |
07/2024 |
3.75% |
37,960 |
1,896,854 |
1,934,814 |
- |
(186,804) |
- |
200,401 |
(84,449) |
123,690 |
575 |
1,988,227 |
40,764 |
1,947,463 |
Senior Notes 2025 (c) |
01/2025 |
7.00% |
98,521 |
3,340,316 |
3,438,837 |
- |
- |
- |
245,419 |
(241,093) |
252,421 |
9,194 |
3,704,778 |
105,797 |
3,598,981 |
Senior Secured Notes 2026 (d) |
06/2026 |
8.00% |
1,848 |
953,802 |
955,650 |
2,267,646 |
- |
- |
184,034 |
(184,906) |
201,439 |
28,114 |
3,451,977 |
- |
3,451,977 |
Perpetual Notes (e) |
- |
8.75% |
16,522 |
799,777 |
816,299 |
- |
- |
- |
72,648 |
(72,867) |
60,506 |
- |
876,586 |
17,743 |
858,843 |
Total |
|
|
638,964 |
6,990,749 |
7,629,713 |
2,267,646 |
(186,804) |
(499,663) |
719,502 |
(601,060) |
654,351 |
37,883 |
10,021,568 |
164,304 |
9,857,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | Exchangeable Senior Notes see Note 32.2. |
| (a) | Backed financing raised by the subsidiary Gol Finance
in August 2020, from Delta Airlines, backed through Smiles’ shares and other assets, fully settled in 2021 with guarantees cleared. |
| (b) | The subsidiary Gol Finance issued Exchangeable Senior
Notes (“ESN”) in March, April and July 2019, totaling US$425 million due in 2024, with holders entitled to exchange them for
the Company’s American Depositary Shares ("ADSs"), see Note 32. |
| (c) | The subsidiary Gol Finance issued Senior Notes 2025
in December 2017 and February 2018 to buyback Senior Notes and for overall purposes of the Company due in 2025. |
| (d) | The subsidiary Gol Finance issued Senior Secured Notes
2026 in December 2020, May and September 2021, totaling US$650 million due in 2026. |
| (e) | The subsidiary Gol Finance issued Perpetual Notes in
April 2006 to finance the aircraft’s acquisition. |
| (f) | The subsidiary Gol Finance issued Secured Amortizing
in December 2022, totaling US$196 million due in 2026, see Note 1.9. |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
|
|
Consolidated |
|
|
|
2021 |
|
|
|
|
|
|
|
2022 |
|
Maturity |
Interest Rate p.a. |
Current |
Non-Current |
Total |
Funding |
Unrealized Income (Expenses) from ESN |
Principal Payment |
Interest Incurred |
Interest Paid |
Exchange Rate Change |
Amortization of Costs and Goodwill |
Total |
Current |
Non-Current |
Domestic Currency Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures (a) |
10/2024 |
18.76% |
109,519 |
1,055,249 |
1,164,768 |
- |
- |
(82,574) |
187,332 |
(211,713) |
- |
14,206 |
1,072,019 |
640,046 |
431,973 |
Working Capital (b) |
10/2025 |
18.84% |
48,239 |
9,757 |
57,996 |
110,000 |
- |
(51,383) |
10,447 |
(11,279) |
- |
- |
115,781 |
76,710 |
39,071 |
Foreign Currency Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing with Ex-lm Bank Collateral (e) |
10/2022 |
3.56% |
99,396 |
- |
99,396 |
- |
- |
(91,231) |
1,415 |
(988) |
(9,931) |
1,339 |
- |
- |
- |
Import Financing (d) |
03/2023 |
11.59% |
138,034 |
- |
138,034 |
- |
- |
(51,889) |
8,780 |
(8,669) |
(9,063) |
- |
77,193 |
77,193 |
- |
ESN 2024 (f) |
07/2024 |
3.75% |
40,764 |
1,947,463 |
1,988,227 |
- |
(132,626) |
- |
207,028 |
(84,037) |
(128,292) |
7,129 |
1,857,429 |
38,114 |
1,819,315 |
Spare Engine Facility (g) |
09/2024 |
6.00% |
24,651 |
125,106 |
149,757 |
- |
- |
(17,321) |
4,848 |
(3,478) |
(9,860) |
282 |
124,228 |
30,265 |
93,963 |
Senior Notes 2025 (h) |
01/2025 |
7.00% |
105,797 |
3,598,981 |
3,704,778 |
- |
- |
- |
234,900 |
(239,917) |
(237,683) |
9,194 |
3,471,272 |
98,919 |
3,372,353 |
Senior Secured Notes 2026 (i) |
06/2026 |
8.00% |
- |
3,451,977 |
3,451,977 |
- |
- |
- |
268,457 |
(271,848) |
(232,429) |
56,072 |
3,272,229 |
- |
3,272,229 |
Senior Secured Amortizing Notes (l) |
06/2026 |
4.76% |
- |
- |
- |
1,003,279 |
- |
- |
- |
- |
- |
- |
1,003,279 |
121,111 |
882,168 |
Loan Facility (i) |
03/2028 |
7.11% |
50,471 |
218,040 |
268,511 |
- |
- |
(79,366) |
11,372 |
(10,944) |
(17,964) |
255 |
171,864 |
27,682 |
144,182 |
Perpetual Notes (k) |
- |
8.75% |
17,743 |
858,843 |
876,586 |
- |
- |
- |
69,533 |
(69,778) |
(56,744) |
- |
819,597 |
16,589 |
803,008 |
Total |
|
|
634,614 |
11,265,416 |
11,900,030 |
1,113,279 |
(132,626) |
(373,764) |
1,004,112 |
(912,651) |
(701,966) |
88,477 |
11,984,891 |
1,126,629 |
10,858,262 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
|
|
Consolidated |
|
|
|
2020 |
|
|
|
|
|
|
|
2021 |
|
Maturity |
Interest Rate p.a. |
Current |
Non-current |
Total |
Funding |
Unrealized Income (Expenses) from ESN |
Principal Payment |
Interest Incurred |
Interest Paid |
Exchange Rate Change |
Amortization of Costs and Goodwill |
Total |
Current |
Non-current |
Domestic Currency Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures (a) |
10/2024 |
14.06% |
440,918 |
146,170 |
587,088 |
574,572 |
- |
(28,333) |
60,174 |
(36,048) |
- |
7,315 |
1,164,768 |
109,519 |
1,055,249 |
Working Capital (b) |
10/2025 |
15.47% |
239,615 |
17,275 |
256,890 |
40,000 |
- |
(237,588) |
17,964 |
(19,270) |
- |
- |
57,996 |
48,239 |
9,757 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed Funding (c) |
06/2021 |
9.50% |
484,113 |
- |
484,113 |
- |
- |
(499,663) |
17,000 |
(17,745) |
16,295 |
- |
- |
- |
- |
Import Financing (d) |
07/2022 |
7.77% |
783,659 |
- |
783,659 |
- |
- |
(699,899) |
27,701 |
(32,451) |
59,024 |
- |
138,034 |
138,034 |
- |
Financing with Ex-lm Bank Collateral (e) |
12/2022 |
2.73% |
194,786 |
49,958 |
244,744 |
- |
- |
(157,641) |
2,653 |
(2,904) |
8,132 |
4,412 |
99,396 |
99,396 |
- |
ESN 2024 (1) (f) |
07/2024 |
3.75% |
37,960 |
1,896,854 |
1,934,814 |
- |
(186,804) |
- |
200,401 |
(84,449) |
123,690 |
575 |
1,988,227 |
40,764 |
1,947,463 |
Spare Engine Facility (g) |
09/2024 |
2.44% |
22,771 |
197,009 |
219,780 |
- |
- |
(86,020) |
5,447 |
(5,374) |
15,642 |
282 |
149,757 |
24,651 |
125,106 |
Senior Secured Notes 2025 (h) |
01/2025 |
7.00% |
98,521 |
3,340,316 |
3,438,837 |
- |
- |
- |
245,419 |
(241,093) |
252,421 |
9,194 |
3,704,778 |
105,797 |
3,598,981 |
Senior Secured Notes 2026 (i) |
06/2026 |
8.00% |
1,848 |
953,802 |
955,650 |
2,267,646 |
- |
- |
184,034 |
(184,906) |
201,439 |
28,114 |
3,451,977 |
- |
3,451,977 |
Loan Facility (j) |
03/2028 |
4.11% |
32,566 |
233,135 |
265,701 |
- |
- |
(22,701) |
12,559 |
(7,584) |
20,281 |
255 |
268,511 |
50,471 |
218,040 |
Perpetual Notes (2) (k) |
- |
8.75% |
16,522 |
789,168 |
805,690 |
10,952 |
- |
- |
72,592 |
(72,585) |
59,937 |
- |
876,586 |
17,743 |
858,843 |
Total |
|
|
2,353,279 |
7,623,687 |
9,976,966 |
2,893,170 |
(186,804) |
(1,731,845) |
845,944 |
(704,409) |
756,861 |
50,147 |
11,900,030 |
634,614 |
11,265,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | Exchangeable Senior Notes see Note 32.2. |
| (2) | On December 31, 2020, includes the removal of related
parties, considering the securities issued by Gol Finance, held by GLA, totaling R$10,609. These securities were resold, so there is no
elimination in the fiscal year ended December 31, 2021. |
| (a) | The debentures total R$1.2 billion, considering the
following issues: (i) 7th issue: 88,750 bonds by the subsidiary GLA in October 2018, for the early full settlement of the 6th
issue; and (ii) 8th issue: 610,217 bonds by the subsidiary GLA in October 2021 to refinance short-term debt. Both issues have
an interest rate of CDI+4.5% p.a. The debentures have personal guarantees from the Company and a real guarantee provided by GLA as a fiduciary
assignment of certain credit card receivables, preserving the rights to prepay the receivables of these guarantees. |
| (b) | Issuing transactions that have as purpose maintaining
and managing the Company's working capital. |
| (c) | Backed financing raised by the subsidiary Gol Finance
in August 2020, from Delta Airlines, backed through Smiles shares and other assets, fully settled in 2021. |
| (d) | Credit lines with private banks used to finance the
import of spare parts and aeronautical equipment. The interest rates negotiated are Libor 6m + 7.50% p.a. |
| (e) | Financing to carry out engine maintenance services
with Ex-Im Bank guarantee, including 4 operations, 3 with maturities in 2021, duly liquidated, and 1 with maturity in 2022, fully settled
in August 2022. |
| (f) | The subsidiary Gol Finance issued Exchangeable Senior
Notes (“ESN”) in March, April and July 2019, totaling US$425 million due in 2024, with holders entitled to exchange them for
the Company’s American Depositary Shares ("ADSs"). |
| (g) | Loan with guarantee of the Company's own engines, with
maturity in 2024. The interest rates negotiated are Libor 3m + 2.25% p.a. |
| (h) | The subsidiary Gol Finance issued Senior Notes 2025
in December 2017 and February 2018 to buyback Senior Notes and for overall purposes of the Company. |
| (i) | The subsidiary Gol Finance issued Senior Secured Notes
2026 in December 2020, May and September 2021, totaling US$650 million due in 2026. |
| (j) | Loans with a guarantee totaling 5 engines, carried
out in 2017 and 2020. The contracted rates vary between Libor 1m + 2.35% p.a. up to Libor 1m + 4.40% p.a. |
| (k) | The subsidiary Gol Finance issued Perpetual Notes in
April 2006 to finance the aircraft’s acquisition. |
| (l) | The subsidiary Gol Finance issued Secured Amortizing
in December 2022, totaling US$196 million due in 2026, see Note 1.9. |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The total parent company and consolidated
loans and financing on December 31, 2022 includes funding costs, premiums, goodwill and negative goodwill totaling R$155,969 and R$178,706,
respectively (R$210,902 and R$250,393 on December 31, 2021) that will be amortized over the life of their loans and financing. The total
also includes the fair value of the derivative financial instrument, referring to the convertibility of the ESN, totaling R$17,753 on
December 31, 2022 (R$162,568 on December 31, 2021).
| 15.1. | New funding and renegotiations
during the Fiscal Year ended on December 31, 2022 |
The renegotiations detailed below were evaluated
in accordance with CPC 48 - “Financial instruments”, equivalent to IFRS 9, and did not fit the definitions of derecognition
of liabilities (with the extinction of the original financial liability and recognition of a new financial liability).
15.1.1.1
7the 8th issue
During the year ended December 31, 2022, General
Debenture Holders' Meetings were held and resolved:
| · | The postponement of the payment
of the mandatory extraordinary amortization installment from October 13, 2022, to February 27, 2023; and |
| · | The postponement of the payment
of the current amortization installments, in addition to the mandatory guarantee composition, from November 27, 2022 to December 12, 2022;
and December 27, 2022 to January 15, 2023. |
During the period ended December 31, 2022
the Company, through its subsidiary GLA, negotiated new agreements of this type. These operations, whose characteristics are presented
below, have the objective of maintaining and managing the Company's working capital.
Operation |
Amount |
Interest |
|
date |
(In Thousand of R$) |
rate (p.a.) |
Maturity |
08/31/2022 |
70,000 |
CDI + 4.70% |
02/29/2024 |
09/20/2022 |
40,000 |
18.53% |
09/20/2024 |
Total |
110,000 |
|
|
| 15.1.3. | Financing with Ex-Im Bank Collateral |
In the period ended December 31, 2022, GLA
also renegotiated the due dates of this type of agreement, impacting the interest rate, disclosed in the table above. The other conditions
of this operation remained unchanged. All contracts of this modality were settled during the year ended December 31, 2022.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
In the period ended December 31, 2022, the
Company, through its subsidiary GLA, renegotiated the impact of maturities of this type of agreement, impacting the interest rate, disclosed
in table above, and keeping promissory notes as collateral for the transactions, which are part of a credit line maintained by GLA for
engine maintenance, import financing in order to purchase spare parts and aircraft equipment.
| 15.1.5. | Senior Secured Amortizing Notes |
As described in note 1.9, on December 30,
2022 the Company issued Senior Secured Amortizing Notes and Subordinated Secured Amortizing Notes.
Series
|
Principal |
Costs, premiums and goodwill |
Interest |
|
(In Thousand of US$) |
(In Thousand of R$) |
(In Thousand of US$) |
(In Thousand of R$) |
rate (p.a.) |
Maturity |
A |
125,700 |
655,865 |
3,124 |
16,303 |
5.0% |
06/30/2026 |
B |
70,078 |
365,645 |
370 |
1,928 |
3.0% |
06/30/2025 |
Total |
195,778 |
1,021,510 |
3,494 |
18,231 |
|
|
| 15.2. | Loans and Financing – Non-Current |
On December 31, 2022, the maturities of loans
and financing recorded in non-current liabilities were as follows:
|
2024 |
2025 |
2026 |
2027 |
2027 onwards |
Without Maturity Date |
Total |
Parent Company |
|
|
|
|
|
|
|
Foreign Currency Contracts |
ESN 2024 |
1,819,315 |
- |
- |
- |
- |
- |
1,819,315 |
Senior Notes 2025 |
- |
3,372,353 |
- |
- |
- |
- |
3,372,353 |
Senior Secured Notes 2026 |
- |
- |
3,272,229 |
- |
- |
- |
3,272,229 |
Secured Amortizing Notes |
407,395 |
343,600 |
131,173 |
- |
- |
- |
882,168 |
Perpetual Notes |
- |
- |
- |
- |
- |
803,008 |
803,008 |
Total |
2,226,710 |
3,715,953 |
3,403,402 |
- |
- |
803,008 |
10,149,073 |
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
Domestic Currency Contracts |
Debentures |
431,973 |
- |
- |
- |
- |
- |
431,973 |
Working Capital |
36,988 |
2,083 |
- |
- |
- |
- |
39,071 |
Foreign Currency Contracts |
ESN 2024 |
1,819,315 |
- |
- |
- |
- |
- |
1,819,315 |
Spare Engine Facility |
93,963 |
- |
- |
- |
- |
- |
93,963 |
Senior Notes 2025 |
- |
3,372,353 |
- |
- |
- |
- |
3,372,353 |
Senior Secured Notes 2026 |
- |
- |
3,272,229 |
- |
- |
- |
3,272,229 |
Secured Amortizing Notes |
407,395 |
343,600 |
131,173 |
- |
- |
- |
882,168 |
Loan Facility |
23,583 |
24,177 |
66,260 |
4,568 |
25,594 |
- |
144,182 |
Perpetual Notes |
- |
- |
- |
- |
- |
803,008 |
803,008 |
Total |
2,813,217 |
3,742,213 |
3,469,662 |
4,568 |
25,594 |
803,008 |
10,858,262 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The fair value of debt on December 31, 2022,
is as follows:
|
Parent Company |
Consolidated |
|
Accounting(*) |
Fair Value |
Accounting (*) |
Fair Value |
Debentures |
- |
- |
1,072,019 |
1,090,976 |
ESN 2024 |
1,857,429 |
1,105,629 |
1,857,429 |
1,105,629 |
Senior Notes 2025 |
3,471,272 |
1,608,715 |
3,471,272 |
1,608,715 |
Senior Secured Notes 2026 |
3,272,229 |
2,027,204 |
3,272,229 |
2,027,204 |
Secured Amortizing Notes |
1,003,279 |
1,021,510 |
1,003,279 |
1,021,510 |
Perpetual Notes |
819,597 |
345,695 |
819,597 |
345,695 |
Other Loans |
- |
- |
489,066 |
489,066 |
Total |
10,423,806 |
6,108,753 |
11,984,891 |
7,688,795 |
(*) Net Total of Funding Costs.
The Company has covenants in the Debentures,
Senior Secured Notes 2026 and Senior Secured Amortizing Notes.
On December 9, 2022, in a General Meeting
of Debenture Holders, a prior waiver was granted in relation to the non-compliance, by the Issuer, of the financial ratio Net Debt / EBITDA
to be calculated based on the financial statements for December 31, 2022. The other financial ratios met the contractual conditions for
December 31, 2022.
Within the scope of the Senior Secured Notes
2026, the Company complies with guarantee conditions linked to inventory parts (biannual) and intellectual property of the Company (annual).
On December 31, 2022, the Company had GLA’s parts and equipment guaranteed linked to this agreement meeting the contractual conditions.
In the operation of the Senior Secured Amortizing
Notes, the Company is required to comply with guarantee conditions related to receivables on a quarterly basis. As of December 31, 2022,
the Company had receivables from GLA as collateral for this agreement that met the contractual conditions.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
On December 31, 2022, the balance of leases
to pay includes: (i) R$15,670 from variable payments and short-term leases, exempted as per CPC 06 (R2) - Leases, equivalent to IFRS 16
(R$28,440 on December 31, 2021); and (ii) R$11,191,289 from present value on this date of future lease payments (R$10,734,544 on December
31, 2021).
The breakdown and changes in the present value
of future lease payments are shown below:
|
|
Consolidated |
|
Weighted Average Rate (p.a.) |
2021 |
|
|
|
|
|
|
|
|
2022 |
|
Current |
Non-Current |
Total |
Additions |
Write-Off |
Contractual
Amendment |
Payments(1) |
Clearing with deposits and other assets |
Interest Incurred |
Interest Paid |
Exchange Rate Change |
Total |
Current |
Non-Current |
Domestic Currency Contracts |
With Purchase Option |
17.47% |
- |
- |
- |
10,308 |
- |
- |
(1,959) |
- |
505 |
(505) |
- |
8,349 |
5,036 |
3,313 |
Without Purchase Option |
10.52% |
29,456 |
8,552 |
38,008 |
171,084 |
(242) |
54,720 |
(38,257) |
- |
33,248 |
- |
- |
258,561 |
37,219 |
221,342 |
Foreign Currency Contracts |
With Purchase Option |
7.24% |
- |
- |
- |
1,552,433 |
- |
- |
(178,415) |
- |
64,821 |
(57,852) |
10,095 |
1,391,082 |
133,884 |
1,257,198 |
Without Purchase Option |
11.75% |
1,999,791 |
8,696,745 |
10,696,536 |
1,334,588 |
2,328 |
(363,625) |
(2,600,276) |
(23,707) |
1,218,045 |
- |
(730,592) |
9,533,297 |
1,756,449 |
7,776,848 |
Total |
2,029,247 |
8,705,297 |
10,734,544 |
3,068,413 |
2,086 |
(308,905) |
(2,818,907) |
(23,707) |
1,316,619 |
(58,357) |
(720,497) |
11,191,289 |
1,932,588 |
9,258,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes the amount of R$461,566 paid with the issuance of the Senior Secured Amortizing
Notes described in note 1.9.
|
|
Consolidated |
|
Weighted Average Rate (p.a.) |
2020 |
|
|
|
|
|
|
2021 |
|
Current |
Non-current |
Total |
Additions |
Contractual
Amendment |
Payments |
Clearing with Deposits |
Interest Incurred |
Exchange Rate Change |
Total |
Current |
Non-current |
Domestic Currency Contracts |
Without Purchase Option |
11.56% |
32,530 |
14,985 |
47,515 |
1,218 |
1,512 |
(17,596) |
- |
5,359 |
- |
38,008 |
29,456 |
8,552 |
Foreign Currency Contracts |
Without Purchase Option |
10.00% |
1,268,226 |
6,252,199 |
7,520,425 |
2,503,750 |
749,166 |
(1,431,689) |
(37,565) |
875,267 |
517,182 |
10,696,536 |
1,999,791 |
8,696,745 |
Total |
1,300,756 |
6,267,184 |
7,567,940 |
2,504,968 |
750,678 |
(1,449,285) |
(37,565) |
880,626 |
517,182 |
10,734,544 |
2,029,247 |
8,705,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
In the fiscal year ended December 31, 2022, the Company
directly recognized the cost of services, with R$26,914 and R$48,289 referring to short-term leases and variable payments.
In the context of the operations disclosed
in Note 1.6, the subleasing of cargo aircraft dedicated to Mercado Livre resulted in the recognition of revenue in 2022 in the amount
of R$6,663.
The future payments of lease agreements are detailed
as follows:
|
2022 |
2021 |
2022 |
- |
2,977,345 |
2023 |
3,059,448 |
2,370,391 |
2024 |
2,325,227 |
1,970,832 |
2025 |
2,055,173 |
1,673,635 |
2026 |
1,798,293 |
1,360,011 |
2027 |
1,624,277 |
1,005,917 |
2027 onwards |
5,974,709 |
3,604,718 |
Total Minimum Lease Payments |
16,837,127 |
14,962,849 |
Less Total Interest |
(5,630,167) |
(4,199,865) |
Present Value of Minimum Lease Payments |
11,206,960 |
10,762,984 |
Less Current Portion |
(1,948,259) |
(2,057,687) |
Non-Current Share |
9,258,701 |
8,705,297 |
| 16.1. | Sale-Leaseback Transactions |
During
the fiscal year ended December 31, 2022, the Company had 10 sale-leaseback transactions (8 aircrafts and 2 engine), with net gain totaling
R$104,711 in the parent company and R$140,368 in the consolidated (R$2,113 and R$5,913 in the parent company and in the consolidated ,
refered to 1 aircraft and 2 engine during the fiscal year ended December 31, 2021), recognized as income under “Sale-Leaseback Transactions”
in the group of Other Operating Revenues and Expenses, see Note 29.
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Domestic Currency |
16,951 |
52,079 |
1,858,820 |
1,401,093 |
Foreign Currency |
24,569 |
32,272 |
461,134 |
497,877 |
Total |
41,520 |
84,351 |
2,319,954 |
1,898,970 |
|
|
|
|
|
Current |
41,520 |
84,335 |
2,274,503 |
1,820,056 |
Non-Current |
- |
16 |
45,451 |
78,914 |
| 18. | Suppliers - Forfaiting |
The Company has contracts that allow suppliers
to receive their rights in advance from a financial institution. The risk-drawn operations do not imply any changes to the securities
issued by their suppliers, and the original trading conditions, including maturity and value, are maintained. On December 31, 2022,
the amount recorded under current liabilities from forfaiting operations totaled R$29,941 (R$22,733 on December 31, 2021).
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
PIS and COFINS |
421 |
510 |
91,316 |
71,515 |
Installments (a) |
- |
- |
341,756 |
34,213 |
Income Tax on Salaries |
20 |
43 |
54,364 |
32,940 |
Income Tax and Social Contribution to Collect |
- |
- |
22,125 |
366 |
Others |
37 |
32 |
14,362 |
7,416 |
Total |
478 |
585 |
523,923 |
146,450 |
|
|
|
|
|
Current |
478 |
585 |
258,811 |
122,036 |
Non-Current |
- |
- |
265,112 |
24,414 |
|
|
|
|
|
| (a) | In the year ended December 31, 2022, the Company carried out two accessions to the simplified federal tax installment plan of Pis and Cofins,
both with a maturity period of 5 years. |
On December 31, 2022, the balance of advance
from ticket sales classified in current liabilities was R$3,502,556 (R$2,670,469 on December 31, 2021) and is represented by 8,828,006
tickets sold and not yet used (7,004,554 on December 31, 2021) with an average use of 56 days (126 days on December 31, 2021).
Balances of advance from ticket sales are
shown net of breakage corresponding to R$232,752 on December 31, 2022 (R$226,905 on December 31, 2021).
On December 31, 2022, the Company has reimbursements
to pay for advance air tickets totaling R$48,566 (R$369,638 on December 31, 2021), recorded as Other liabilities in current liabilities.
|
Consolidated |
|
2022 |
2021 |
Frequent-Flyer Program |
2,533,410 |
2,097,432 |
Breakage |
(664,106) |
(480,301) |
Total |
1,869,304 |
1,617,131 |
|
|
|
Current |
1,576,849 |
1,298,782 |
Non-Current |
292,455 |
318,349 |
Breakage consists of the estimate of miles
with a high potential to expire without being used. CPC 47, corresponding to IFRS 15, provides for the recognition of revenue by the estimate
(breakage) over the contractual period, therefore, before the miles are redeemed, given that this is not expected before expiration.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Consolidated |
|
Post-Employment Benefit |
Aircraft and Engine Return |
Legal Proceedings (a) |
Total |
Balances on December 31, 2020 |
99,549 |
1,030,915 |
392,432 |
1,522,896 |
Constitution (Reversal) of Provision |
9,581 |
1,799,280 |
659,806 |
2,468,667 |
Provisions Used |
(9) |
(288,531) |
(218,618) |
(507,158) |
Amendment of Assumptions |
(32,562) |
- |
- |
(32,562) |
Plan Experience |
(8,962) |
- |
- |
(8,962) |
Present Value Adjustment |
7,842 |
57,976 |
- |
65,818 |
Monetary and Exchange Variation |
- |
80,193 |
(1,570) |
78,623 |
Balances on December 31, 2021 |
75,439 |
2,679,833 |
832,050 |
3,587,322 |
Constitution (Reversal) of Provision |
12,562 |
35,450 |
296,524 |
344,536 |
Provisions Used |
(97) |
(166,816) |
(315,731) |
(482,644) |
Amendment of Assumptions |
(28,290) |
- |
- |
(28,290) |
Plan Experience |
45,806 |
- |
- |
45,806 |
Present Value Adjustment |
7,977 |
231,800 |
- |
239,777 |
Monetary and Exchange Rate Change |
- |
(179,072) |
2,368 |
(176,704) |
Balances on December 31, 2022 |
113,397 |
2,601,195 |
815,211 |
3,529,803 |
|
|
|
|
|
On December 31, 2022 |
|
|
|
|
Current |
- |
634,820 |
- |
634,820 |
Non-Current |
113,397 |
1,966,375 |
815,211 |
2,894,983 |
Total |
113,397 |
2,601,195 |
815,211 |
3,529,803 |
|
|
|
|
|
On December 31, 2021 |
|
|
|
|
Current |
- |
477,324 |
- |
477,324 |
Non-Current |
75,439 |
2,202,509 |
832,050 |
3,109,998 |
Total |
75,439 |
2,679,833 |
832,050 |
3,587,322 |
| (a) | The provisions used consider write-offs
due to the revaluation of estimates and settled processes. |
| 22.1. | Post-Employment Benefit |
The Company offers to its employees’
health care plans that, due to complying with current laws, generate liabilities with post-employment benefits.
During the fiscal year ended December 31,
2022 the Company recognized an experience loss due to an increase in GOL's subsidy to assets and higher than expected increase in medical
costs in 2022, according to actuarial hypotheses. The amounts referring to the change in the discount rate and experience of the plan
were accounted for in other comprehensive income (expenses).
The actuarial assumptions applied in measuring
the post-employment benefit are presented below:
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Consolidated |
Actuarial Assumptions |
2022 |
2021 |
Weighted Average of Assumptions to Determine the Defined Benefit Obligation |
Nominal Discount Rate (p.a.) |
11.62% |
10.59% |
Actual Discount Rate (p.a.) |
5.97% |
5.30% |
Long-Term Estimated Inflation Rate (p.a.) |
5.33% |
5.02% |
HCCTR - Nominal Medical Inflation Rate (p.a.) |
8.75% |
8.43% |
HCCTR - Actual Medical Inflation Rate (p.a.) |
3.25% |
3.25% |
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 (p.a.) |
10.59% |
7.88% |
Actual Discount Rate (p.a.) |
5.97% |
5.30% |
Long-Term Estimated Inflation Rate (p.a.) |
5.02% |
3.50% |
HCCTR - Nominal Medical Inflation Rate (p.a.) |
8.43% |
6.86% |
HCCTR - Actual Medical Inflation Rate (p.a.) |
3.25% |
3.25% |
Mortality Table |
AT-2000 loosened by 10% |
AT-2000 loosened by 10% |
| 22.2. | Provisions for Aircraft and Engine
Return |
Such provision considers the costs that meet
the contractual conditions to return aircraft and engines leased with no purchase rights, as well as the costs to reconfigure aircraft
when returned as described in the return conditions of the lease agreements. The initial recognition is under property, plant & equipment,
as “Aircraft and Engine Overhauling”.
The Company also has a provision to return
aircraft and engines as compensation for the service costs, considering the current conditions of the aircraft and engines and the forecast
of use until the actual return. These provisions are measured at present value and will be disbursed until the aircraft and engines are
returned.
| 22.3. | Provision for Legal Proceedings |
On December 31, 2022, the Company and its
subsidiaries are involved in certain legal matters from the regular course of their business, which include civil, administrative, tax,
social security, and labor lawsuits.
The Company's Management believes that the
provision for tax, civil and labor risks, recorded in accordance with CPC 25 – “Provisions, Contingent Liabilities and Contingent
Assets”, equivalent to IAS 37, is sufficient to cover possible losses on administrative and judicial proceedings, as shown below:
|
Consolidated |
|
Probable Loss |
Possible Loss |
|
2022 |
2021 |
2022 |
2021 |
Civil |
165,475 |
188,500 |
74,212 |
55,193 |
Labor |
425,711 |
475,191 |
137,245 |
102,216 |
Tax |
224,025 |
168,359 |
1,247,288 |
701,556 |
Total |
815,211 |
832,050 |
1,458,745 |
858,965 |
Provisions are reviewed based on the evolution
of lawsuits and the history of losses through the best current estimate. The variation presented in the year refers, substantially, to
the change in the loss prognosis of the contingencies.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
Within the scope of tax lawsuits, the Company
discusses the non-application of the additional 1% rate of COFINS on imports of aircraft, parts, and components, totaling R$160,424 (R$145,986
on December 31, 2021). In the fiscal year ended December 31, 2022, given the decisions by the Superior Courts considering the legality
of charging an additional rate on imports carried out by airlines, the Company reassessed the loss prognosis, reclassifying from possible
loss to probable loss of the related debts.
The Company is discussing the non-incidence
of social security contributions on the constitutional third of vacations, in light of an unfavorable decision for GOL issued by the TRF
of the 1st Region and, furthermore, the position of the Superior Courts on the matter, the Company reassessed the loss planning,
which resulted in the risk classification of related deaths.
The tax lawsuits presented below were assessed
by Management and legal counsel as relevant and with possible risk on December 31, 2022:
·
Tax on Services of Any Nature (ISS), amounting to R$34,265
(R$29,812 on December 31, 2021) from Tax Notices issued by the City of São Paulo against the Company, from January 2007 to December
2010, referring to a possible incidence of ISS on agreements signed with partners. The classification as possible risk arises from the
fact that the matters under discussion are interpretative and involve discussions on factual and probative matters. In addition, there
is no final positioning of the Superior Courts.
·
Customs fine totaling R$71,888 (R$68,917 on December 31,
2021) related to the Infraction Notices drawn up against the Company for an alleged non-compliance with customs rules related to temporary
aircraft importation processes. The classification as possible risk is due to no final decision from the Higher Courts on the matter.
·
Goodwill BSSF Air Holdings (“BSSF”), totaling
R$69,932 (R$66,757 on December 31, 2021) from the Infraction Notice filed due to the deductibility of goodwill allocated as future profitability.
The classification as possible risk is due to no final decision from the Higher Courts.
·
In 2018, the merged company Smiles received a Tax Notice
for the fiscal years 2014 and 2015, due to: (i) the deductibility of the goodwill allocated as future profitability after the merger of
GA Smiles by Smiles S.A. on December 31, 2013 and (ii) the deductibility of the financial expenses of the debentures issued in June 2014.
The balance of R$141,454 on December 31, 2022 (R$130,132 on December 31, 2021) was assessed by the Management and legal counsel as a possible
risk, with defense arguments in the administrative appeal.
| · | During the fiscal year ended December
31, 2021, the merged Smiles received a Tax Notice for 2016 and 2017, due to the deductibility of the goodwill allocated as future profitability
after the merger of GA Smiles by Smiles S.A. on December 31, 2013. The balance of R$61,031 on December 31, 2022 (R$55,428 on December
31, 2021) was assessed by Management and legal counsel as a possible risk, with defense arguments in the administrative appeal. |
·
Also in 2021, the Brazilian Federal Revenue Service filed
administrative proceedings against the Company due to not approving offsetting social security contribution credits from August 2018 to
November 2020. The balance of R$122,901 on December 31, 2022 (R$110,915 on December 31, 2021) was assessed by Management and legal counsel
as a possible risk, with defense arguments in the administrative appeal.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
·
During the year ended December 31, 2022, Gol, as Smiles'
successor, received a Notice of Infraction related to the years from 2017 to 2019 issued due to: (i) deductibility of goodwill allocated
as future profitability after the merger process of GA Smiles on December 31, 2013 and (ii) offsetting of Webjet's tax loss. The amount
of R$534,659 as of December 31, 2022 was assessed by Management and legal advisors as possible risk, since there are defense arguments
in the administrative appeal.
There are other tax lawsuits assessed by Management
and legal counsel as a possible risk, totaling R$211,157 (R$148,879 on December 31, 2021) which, added to the above lawsuits, total R$1,247,287
on December 31, 2022 (R$701,556 on December 31, 2021).
During the year ended December 31, 2022, the
Company had a change in the estimated probability of loss from possible to remote related to the GLA goodwill lawsuit (arising from the
acquisition of the former VRG) in the amount of R$96,490 (R$90,716 at December 31, 2021) arising from a Tax Assessment Notice issued due
to the deductibility of goodwill allocated as future profitability. In the year ended December 31, 2022, the Superior Chamber of Tax Appeals
issued a decision favorable to the Company, recognizing the deductibility of the goodwill amortization expense generated by the acquisition
of the former VRG, which resulted in a change in the estimate.
Civil lawsuits are mainly related to compensation
claims in general related to flight delays and cancellations, baggage loss and damage. Labor lawsuits consist, essentially, of issues
related to overtime, hazardous duty additional, unhealthy additional, and salary differences.
In September 2020, a class action was filed
in the federal courts of New York against the Company and its Management. The plaintiffs claim alleged losses from an alleged misleading
disclosure. In March 2022, the New York court ruled that the case should be closed. Therefore, there are no provisions for this matter.
In 2007, the Company filed an arbitration
at the International Court of Arbitration (“ICC”) against the sellers of VRG and its controlling shareholders due to the purchase
price adjustment. In January 2011, ICC ruled in GOL’s favor. The procedure to enforce the arbitration decision started at the Cayman
Court, jurisdiction of one of the defendants, which ruled in May 2022 in GOL’s favor, confirming that the court decision can be
fully enforced. On December 31, 2022, an agreement was signed between the parties, in which GOL is to receive US$42 million for final
settlement of the arbitration. As of December 31, 2022, the contingent asset has not been recognized due to certain conditions.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 23. | Provisions for Investment Losses |
| 23.1. | Breakdown of Investments |
The investment information is shown below:
|
Parent Company |
|
2022 |
2021 |
GOL Linhas Aéreas (GLA) |
|
Total Number of Shares |
4,198,483,614 |
2,762,566,614 |
Share Capital |
6,947,111 |
5,511,194 |
Interest % |
100% |
100% |
Shareholders’ Equity (Deficit) |
(17,910,984) |
(18,292,878) |
Loss for the Fiscal Year |
(1,055,450) |
(6,431,865) |
| 23.2. | Changes in Investments |
|
GLA |
Balances on December 31, 2021 |
(18,292,878) |
Equity Income |
(1,055,450) |
Unrealized Income (Expenses) on Hedge |
305,448 |
Foreign Exchange Rate Change on Investment Conversion Abroad |
(5,341) |
Post-employment benefit actuarial losses |
(17,514) |
Share-Based Compensation |
26,184 |
Capital Increase (a) |
1,128,567 |
Balances on December 31, 2022 |
(17,910,984) |
| (a) | On December 29, 2022 the subsidiary GLA carried out
the capital increase through an Extraordinary General Meeting. The increase mentioned in item (a) was carried out based on the AFACs that
had already been carried out by the Company in 2021 and 2022. The balance of AFAC on December 31, 2021 was R$307,350. |
|
Parent Company |
|
GLA |
Smiles Fidelidade |
Total |
Balances
on December 31, 2020 |
(12,670,479) |
574,717 |
(12,095,762) |
Equity
Income |
(6,431,865) |
37,703 |
(6,394,162) |
Unrealized
Income (Expenses) on Hedge |
392,275 |
- |
392,275 |
Foreign
Exchange Rate Change on Investment Conversion Abroad |
38 |
430 |
468 |
Share-Based
Compensation |
21,345 |
233 |
21,578 |
Actuarial
Gains from Post-Employment Benefits |
41,524 |
- |
41,524 |
Prepayment
for Future Capital Increase |
307,350 |
- |
307,350 |
Dividends
and interest on own capital |
- |
(263,008) |
(263,008) |
Write-off
of investments |
- |
- |
- |
Transfer
of Control Smiles Fidelidade (a) |
350,075 |
(350,075) |
- |
Transaction
with Non-Controlling Shareholders - Capital Increase (b) |
1,351,289 |
- |
1,351,289 |
Transaction
with Non-Controlling Shareholders - Equity Valuation Adjustments (b) |
(909,980) |
- |
(909,980) |
Redemption
of Preferred Shares - Corporate Reorganization (c) |
(744,450) |
- |
(744,450) |
Balances
on December 31, 2021 |
(18,292,878) |
- |
(18,292,878) |
| (a) | On May 25, 2021, the Company transferred to GLA
the control of Smiles Fidelidade S.A. through a capital increase totaling R$350,075. |
| (b) | On June 4, 2021, the Company concluded the corporate
reorganization stage to acquire the non-controlling shareholders of Smiles. This transaction involved a consideration of R$1,351,289 (R$606,839
in preferred shares and R$744,450 in redeemable preferred shares). The book value of this acquisition was R$441,309, which resulted in
recording an equity valuation adjustment totaling R$909,980, recognized directly in the subsidiary's equity. |
| (c) | The redeemable preferred shares were settled in
cash on June 23, 2021. |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
On March 14 and April 6, 2022 and September
30, 2022, the Company's Board of Directors approved the capital increases totaling R$352, R$342 and R$591, issuing 35,673, 40,513 and
165,566 preferred shares, respectively, all registered and with no par value, from stock option exercised, which were granted to eligible
employees under the Stock Option Plan.
Within the investment agreement between GOL
and American Airlines and considering the shareholders who exercised their preemptive rights, on May 20, 2022, the Board of Directors
approved a new capital increase, issuing 22,230,606 preferred shares registered and with no par value, totaling R$948,580, excluding costs
incurred totaling R$2,319, with R$1.00 (one real) allocated to the share capital and the remainder allocated to the capital reserve.
On December 31, 2022, the Company's share
capital totaled R$4,040,397 (R$4,039,112 on December 31, 2021), represented by 3,200,516,281 shares, with 2,863,682,710 common shares
and 336,833,571 preferred shares. (3,178,043,923 shares, with 2,863,682,710 common shares and 314,361,213 preferred shares on December
31, 2021). The share capital above is reduced by the costs to issue shares totaling R$157,495 on December 31, 2022 and December 31, 2021.
The Company’s shares are held as follows:
|
2022 |
2021 |
|
Common Shares |
Preferred Shares |
Total |
Common Shares |
Preferred Shares |
Total |
MOBI (1) (2) |
100.00% |
38.93% |
50.87% |
100.00% |
32.81% |
46.69% |
American Airlines Inc. |
- |
6.60% |
5.31% |
- |
- |
- |
Path Brazil (2) |
- |
3.22% |
2.59% |
- |
3.45% |
2.74% |
Others |
- |
1.41% |
1.14% |
- |
1.54% |
1.22% |
Market |
- |
49.84% |
40.09% |
- |
62.20% |
49.35% |
Total |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| (1) | Regarding the Exchangeable Senior
Notes issued in 2019, MOBI granted 14,000,000 ADSs lending facility to Bank of America Corporation, which operates the ADS lending facility,
to facilitate privately traded derivative transactions or other hedges activities linked to the Exchangeable Senior Notes. The ADSs will
be returned to MOBI at when the Exchangeable Senior Notes mature or at the end of the loan agreement. |
| (2) | It refers to legal entities controlled
by the controlling shareholders (Constantino family). |
The authorized share capital on December 31,
2022 is R$6 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless
of any amendment to its by-laws, by issuing shares, without necessarily maintaining the proportion between the different types of shares.
Under the Law, in case of capital increase within the authorized limit, the Board of Directors will define the issuance conditions, including
pricing and payment terms.
On December 31, 2022, the Company had 1,140,940
treasury shares, totaling R$38,910 (1,217,285 shares totaling R$41,514 on December 31, 2021). On December 31, 2022, the closing price
of the Company's shares was R$7.34 (R$17.03 on December 31, 2021).
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 25. | Earnings (Loss) per Share |
Basic earnings per share are calculated by
dividing the net income for the year attributed to the Company’s controlling shareholders by the weighted average number of all
classes of shares outstanding during the year.
Diluted earnings (loss) per share are calculated
by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares. On December 31, 2022
and December 31, 2021, the Company has only one category of potentially dilutive shares (stock option), as described in Note 26. Due to
the losses ascertained in the fiscal years ended on December 31, 2022 and December 31, 2021, 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.
The Company's earnings (loss) per share was
determined as follows:
|
Parent Company and Consolidated |
|
2022 |
2021 |
|
Common Shares |
Preferred Shares |
Total |
Common Shares |
Preferred Shares |
Total |
Numerator |
|
|
|
|
|
|
Net Loss (Income) for the Fiscal Year Attributed to Controlling Shareholders |
(311,590) |
(1,249,883) |
(1,561,473) |
(1,560,971) |
(5,660,567) |
(7,221,538) |
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
Weighted average number of outstanding shares (in thousands) |
2,863,683 |
327,062 |
|
2,863,683 |
295,486 |
|
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) |
2,863,683 |
327,062 |
|
2,863,683 |
295,486 |
|
|
|
|
|
|
|
|
Basic Loss (Earnings) per Share |
(0.109) |
(3.822) |
|
(0.545) |
(19.157) |
|
Diluted Loss (Earnings) per Share |
(0.109) |
(3.822) |
|
(0.545) |
(19.157) |
|
| 26. | Share-Based Compensation |
The Company has two additional compensation
plans for its executives: the Stock Option Plan ("Option Plan") and the Restricted Share Plan, both aiming to encourage and
align the goals of the Company, managers and employees, and mitigate the risks to generate value for the Company from losing its executives,
strengthening their commitment and productivity to long-term results.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 26.1. | Stock Option Plan – GOL |
Beneficiaries of stock options may acquire
the shares at the price set on the grant date after 3 or 4 years from the grant date, provided that the beneficiary has held his/her employment
relationship during this period.
Options exercisable in 3 years become exercisable
at the rate of 20% in the first year, an additional 30% in the second and the remaining 50% in the third year. For stock option plans
exercisable in 4 years, beneficiaries may exercise 20% in the first year, 20% in the second year, 30% in the third year and 30% in the
fourth year.
In all cases, the options can be exercised
up to 10 years after the grant date. In all option plans, the expected volatility is based on the historical volatility of the 252 business
days of the Company's shares traded on B3.
Option’s Year |
Approval Date |
Total Options Granted |
Total Outstanding Options |
Option Exercise Price
(in Reais) |
Average Fair Value on the Grant Date (in Reais) |
Estimated Volatility of the Option Price |
Expected Dividend |
Risk-Free Return Rate |
Average Remaining Maturity in Years |
2013 |
May 13, 2013 |
802,296 |
27,503 |
12.76 |
6.54 (a) |
46.91% |
2.00% |
7.50% |
0.2 |
2014 |
August 12, 2014 |
653,130 |
77,791 |
11.31 |
7.98 (b) |
52.66% |
3.27% |
11.00% |
1.5 |
2015 |
August 11, 2015 |
1,930,844 |
47,811 |
9.35 |
3.37 (c) |
55.57% |
5.06% |
13.25% |
2.5 |
2016 |
June 30, 2016 |
5,742,732 |
1,230,190 |
2.62 |
1.24 (d) |
98.20% |
6.59% |
14.25% |
3.4 |
2017 |
August 8, 2017 |
947,767 |
255,596 |
8.44 |
7.91 (e) |
80.62% |
1.17% |
11.25% |
4.5 |
2018 |
May 24, 2018 |
718,764 |
381,597 |
20.18 |
12.68 (f) |
55.58% |
0.60% |
6.50% |
5.3 |
2019 |
October 28, 2019 |
1,749,223 |
1,152,512 |
25.40 |
12.10 (g) |
61.98% |
3.17% |
9.00% |
6.8 |
2020 |
July 30, 2020 |
760,986 |
496,230 |
20.57 |
14.44 (h) |
71.37% |
0.92% |
6.24% |
7.5 |
2021 |
July 28, 2021 |
658,189 |
508,917 |
21.05 |
14.44 (h) |
74.34% |
0.00% |
8.85% |
8.6 |
2022 |
October 26, 2022 |
4,168,040 |
3,894,617 |
10.26 |
6.23(i) |
75.23% |
0.00% |
12.76% |
9.8 |
Total |
|
18,131,971 |
8,072,765 |
13.00 |
|
|
|
|
20.65 |
| (a) | Fair value calculated by the average
between R$7.34, R$6.58 and R$5.71 for their vesting periods (2013, 2014 and 2015). |
| (b) | Fair value calculated by the average
between R$8.20, R$7.89 and R$7.85 for their vesting periods (2014, 2015 and 2016). |
| (c) | Fair value calculated by the average
between R$3.61, R$3.30 and R$3.19 for their vesting periods (2015, 2016 and 2017). |
| (d) | fair value was calculated by the
average between R$1.29, R$1.21 and R$1.22 for their vesting periods (2017, 2018 and 2019). |
| (e) | Fair value calculated by the average
between R$8.12, R$7.88 and R$7.72 for their vesting periods (2017, 2018 and 2019). |
| (f) | Fair value calculated by the average
between R$13.26, R$12.67 and R$12.11 for their vesting periods (2018, 2019 and 2020). |
| (g) | Fair value calculated by the average
between R$12.90, R$12.32 and R$11.65 for their vesting periods (2019, 2020 and 2021). |
| (h) | Fair value calculated by the average
between R$15.39, R$14.89, R$14.31 and R$13.64 for their vesting periods (2020, 2021, 2022 and 2023). |
| (i) | Fair value calculated by the average
between R$6.79, R$6.50, R$6.15 and R$5.74 for their vesting periods (2021, 2022, 2023 and 2024). |
The price of the Company's share traded on
B3 on December 31, 2022 was R$7.34 (R$17.03 on December 31, 2021).
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The movement of stock options during the fiscal
year ended December 31, 2022 is shown below:
|
Number
of Stock
Options |
Weighted Average
Price of the Period |
Options Outstanding on December 31, 2020 |
7,529,612 |
11.59 |
Options Granted |
658,189 |
21.05 |
Options Exercised |
(140,718) |
6.96 |
Options canceled and adjustments in estimated prescribed rights |
(614,422) |
20.79 |
Options Outstanding on December 31, 2021 |
7,432,661 |
12.90 |
Options Granted |
4,168,040 |
10.26 |
Options Exercised |
(207,179) |
4.52 |
Options canceled and adjustments in estimated prescribed rights |
(3,320,757) |
20.78 |
Options Outstanding on December 31, 2022 |
8,072,765 |
13.00 |
|
|
|
Number of Options Exercisable on: |
|
|
December 31, 2021 |
6,407,403 |
12.62 |
December 31, 2022 |
5,166,147 |
14.64 |
The expense recognized in income (expenses)
for the fiscal year corresponding to stock option plans in the fiscal year ended December 31, 2022 was R$14,102 (R$11,482 in the fiscal
year ended December 31, 2021).
| 26.2. | Restricted Share Plan – GOL |
The table below shows the plans that have
transferable shares on December 31, 2022.
Share’s Year |
Approval Date |
Total Shares Granted |
Total Transferable Shares |
Average Price on the Grant Date |
2018 |
May 24, 2018 |
773,463 |
- |
20.18 |
2020 |
July 30, 2020 |
801,311 |
742,621 |
20.57 |
2021 |
April 30, 2021 |
858,068 |
797,278 |
21.05 |
2022 |
October 26, 2022 |
637,830 |
595,988 |
10.26 |
Total |
December 31, 2022 |
3,070,672 |
2,135,887 |
|
The movement in total restricted shares during
the fiscal year ended December 31, 2022 is shown below:
|
Total Restricted Shares |
Restricted Shares on December 31, 2020 |
1,203,483 |
Shares Transferred (*) |
(595,976) |
Grants Granted |
858,068 |
Restricted Shares Cancelled and Adjustments in Estimated Expired Rights |
80,675 |
Restricted Shares on December 31, 2021 |
1,546,250 |
Shares Transferred (*) |
(75,232) |
Grants Granted |
27,039 |
Restricted Shares Cancelled and Adjustments in Estimated Expired Rights |
637,830 |
Restricted Shares on December 31, 2022 |
2,135,887 |
(*) During the fiscal year ended December 31,
2021, the Company transferred 581,499 shares through equity instruments (treasury shares) and the remainder, equivalent to 14,477 shares,
was duly settled.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The expense recognized in income (expenses)
for the fiscal year corresponding to stock option plans in the fiscal year ended December 31, 2022 was R$12,082 (R$9,469 in the fiscal
year ended December 31, 2021).
| 27. | Transactions with Related Parties |
| 27.1. | 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:
|
|
|
|
Parent Company |
|
|
|
|
Assets |
Liabilities |
Creditor |
Debtor |
Type of Transaction |
Interest
Rate (p.a.) |
2022 |
2021 |
2022 |
2021 |
GOL |
GLA |
Loan |
3.19% |
765,933 |
903,297 |
- |
- |
GAC |
GLA |
Loan |
1.00% |
1,099,740 |
1,257,057 |
145,434 |
6,692 |
Gol Finance |
GLA |
Loan |
3.81% |
5,219,175 |
4,847,921 |
- |
- |
Total |
|
|
|
7,084,848 |
7,008,275 |
145,434 |
6,692 |
In addition to the values above, the following
table shows the other balances between the Companies eliminated in the Consolidated:
|
|
|
|
|
Balances |
Creditor |
Debtor |
Type of Transaction |
Maturity of the Contracts |
Interest
Rate (p.a.) |
2022 |
2021 |
Gol Finance |
GOL |
Subscription Bonus(*) |
07/2024 |
- |
602,350 |
602,350 |
Gol Finance Inc. |
GAC |
Loan |
01/2023 |
8.64% |
1,179,279 |
1,269,464 |
Gol Finance |
GAC |
Loan |
02/2025 |
3.83% |
999,717 |
1,181,126 |
Gol Finance |
Gol Finance Inc. |
Loan |
01/2024 |
1.44% |
523,746 |
557,544 |
Gol Finance Inc. |
Gol Finance |
Loan |
03/2020 |
11.70% |
1,812 |
1,938 |
GLA |
Smiles Viagens |
Dividends |
- |
- |
- |
267 |
Smiles Viagens |
GLA |
On
lending |
- |
- |
3,501 |
687 |
Smiles Argentina |
GLA |
On
lending |
- |
- |
5,013 |
4,466 |
Total |
|
|
|
|
3,315,418 |
3,617,842 |
(*) The subsidiary Gol Finance, through Gol
Equity Finance, acquired warrants issued by the Company in the context of the issue of Exchangeable Senior Notes.
| 27.2. | Transportation and Consulting Services |
Throughout its operations, the Company, by
itself and through its subsidiaries, signed agreements with the companies listed below, which are owned by the Company's main shareholders:
· | | Expresso Caxiense
S.A.: Provision of passenger transportation services in case of an interrupted flight, effective until March 2023; and |
· | | Viação
Piracicabana Ltda.: Provision of passenger, baggage, crew, and employee transportation services
between airports, effective until September 2026. |
These contracts were concluded under market
conditions, in line with those that prevail in transactions that the Company would contract with third parties. On December 31, 2022,
the subsidiary GLA recognized a total expense related to these services of R$6,455 (R$4,712 on December 31, 2021). On the same date, the
balance to pay to related companies, under “suppliers”, was of R$737 (R$3,397 on December 31, 2021).
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 27.3. | Account Opening UATP Contracts
(“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 Marrom 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 means on the purchase of airfare and related services, seeking to simplify billing
and make feasible payment between the participating companies.
These
contracts were entered into under market conditions, in line with those prevailing in transactions that the Company would enter into with
third parties. The companies indicated above are owned by the Company's main shareholders.
| 27.4. | Multimodal Transportation Commercial
Partnership Agreement |
The subsidiary GLA signed a commercial partnership
agreement with the companies União Transporte, Itamarati Express and Cruz Encomendas (together, “Grupo Comporte”),
Tex Transportes and Expresso Luxo, effective until January 2024, to provide multimodal transportation services, including road freight
transportation by the Partners and air transportation services by GLA. To attain the Agreement, GLA signed an Agreement to provide multimodal
transportation services with each of the companies. The parties will be paid for the service linked to the section operated by each party,
issuing their due CTe, according to the price tables established by each Party.
These contracts were entered into under market
conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated
above are owned by the main shareholders of the Company.
| 27.5. | Commercial partnership agreement – Pagol |
During the period ended December 31, 2022,
the Company entered into two agreements with the related party Pagol Participações Societárias Ltda (“Pagol”).
The first contract entered into a commercial
agreement whereby the Company will disclose the financial products offered by Pagol to its customers, suppliers and employees, with the
possibility of receiving a commission income, which will be negotiated between the parties according to the mix of products offered. This
Agreement is valid for 10 years and its implementation depends on precedent conditions established in the contract.
Under the commercial agreement, during the
period ended September 31, 2022, the Company entered into an agreement for the Intermediation of Credit Assignment Operations, which allows
the Company's suppliers to prepay their receivables with Pagol. On December 31, 2022, the subsidiary GLA performed transactions related
to these services in the amount of R$3,735 and there were no outstanding balances at the end of the fiscal year.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
In November 2022, the Company entered into
an agreement to associate Pagol with the Smiles Program, for the acquisition and granting of redemption rights embodied in Smiles miles
to its customers, as an incentive to acquire the products/services offered by Pagol. The amount will be paid by Pagol, monthly, corresponding
to the miles acquired in the period. This Agreement is valid for 12 (twelve) months from its signature, and the period may be extended
by mutual agreement between the Parties.
These contracts were concluded under market
conditions, in line with those that prevail in transactions that the Company would contract with third parties. The company indicated
above is owned by Company's main shareholders.
| 27.6. | Commercial partnership agreement
– Comporte |
In December 2022, the Company entered into
an agreement with the related party Comporte Participações S.A. (“Comporte”), the purpose of which is the advance
sale of Smiles miles for Comporte to offer to its customers directly or indirectly.
The contract established the advance sale of Smiles miles in the amount of R$70,000,
which were paid in December, 2022 they are recorded in the Advances from customers account group. This Agreement is valid for 12 (twelve)
months from its signature or when the batch of Smiles Miles acquired runs out, whichever occurs first, the term may be extended by mutual
agreement between the Parties. The balance received was recognized as advances from customers in current liabilities.
Contracts were concluded under market conditions,
in line with those that prevail in transactions that the Company would contract with third parties. The company indicated above is owned
by Company's main shareholders.
| 27.7. | American Airlines Investment Agreement |
In the year ended December 31, 2022, GOL and
American Airlines formalized the agreement to expand their commercial cooperation, with an investment of R$948,320, paid in cash by American
Airlines for 22,224,513 preferred shares of the Company. See note 1.4.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 27.8. | Compensation of the Key Management
Personnel |
|
|
|
Consolidated |
|
2022 |
2021 |
Salaries, Bonus and Benefits (*) |
48,061 |
45,014 |
Payroll Charges |
12,760 |
11,981 |
Share-Based Compensation |
19,106 |
21,798 |
Total |
79,927 |
78,793 |
(*) Includes compensation
for members of management and audit committee.
|
|
|
Consolidated |
|
2022 |
2021 |
Passenger Transportation (*) |
14,621,481 |
7,119,086 |
Cargo Transportation |
530,578 |
361,648 |
Mileage Revenue |
546,104 |
267,344 |
Other Revenues |
84,360 |
36,866 |
Gross Revenue |
15,782,523 |
7,784,944 |
|
|
|
Incurring Taxes |
(583,798) |
(351,560) |
Net Revenue |
15,198,725 |
7,433,384 |
(*) Of the total amount, R$272,807 in the
period ended December 31, 2022 include revenues from no-show passengers, rebooking, ticket cancellation (R$210,018 in period ended December
31, 2021).
Revenue by geographical location is as follows:
|
|
|
2022 |
% |
2021 |
% |
Domestic |
13,411,513 |
88.2 |
7,174,373 |
96.5 |
International |
1,787,212 |
11.8 |
259,011 |
3.5 |
Net revenue |
15,198,725 |
100.0 |
7,433,384 |
100.0 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 29. | Costs and Expenses by Nature |
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Cost of Services |
|
|
|
|
Personnel |
- |
- |
(1,567,767) |
(1,261,674) |
Fuels and Lubricants(c) |
- |
- |
(6,288,371) |
(2,631,900) |
Maintenance, Material and Repairs |
- |
- |
(461,612) |
(2,200,678) |
Passenger Costs |
- |
- |
(882,842) |
(549,517) |
Services |
- |
- |
(209,583) |
(178,437) |
Landing Fees |
- |
- |
(777,349) |
(456,006) |
Depreciation and Amortization |
- |
- |
(1,489,577) |
(988,504) |
Other Operating Costs |
- |
- |
(371,850) |
(326,980) |
Total Cost of Services |
- |
- |
(12,048,951) |
(8,593,696) |
|
|
|
|
|
Selling Expenses |
|
|
|
|
Personnel |
- |
- |
(37,046) |
(28,429) |
Services |
- |
- |
(185,267) |
(114,016) |
Sales and Marketing |
(285) |
(369) |
(817,404) |
(406,553) |
Other Selling Expenses |
(39) |
(73) |
(66,015) |
(34,686) |
Total Selling Expenses |
(324) |
(442) |
(1,105,732) |
(583,684) |
|
|
|
|
|
Administrative Expenses |
|
|
|
|
Personnel (a) |
(5,719) |
(11,819) |
(674,010) |
(743,572) |
Services |
(23,054) |
(82,501) |
(527,516) |
(622,920) |
Depreciation and Amortization |
- |
- |
(121,851) |
(108,054) |
Other Administrative Expenses |
(24,780) |
(78,077) |
(322,805) |
(576,830) |
Total Administrative Expenses |
(53,553) |
(172,397) |
(1,646,182) |
(2,051,376) |
|
|
|
|
|
Other Operating Revenues (Expenses) |
|
|
|
|
Sale-Leaseback Transactions (d) |
104,711 |
2,113 |
140,368 |
5,913 |
Boeing Agreement Expense Recovery |
- |
- |
- |
23,725 |
Recovery of Taxes Paid |
- |
- |
45,954 |
78,920 |
Idleness - Depreciation and Amortization (b) |
- |
- |
(108,706) |
(239,255) |
Other Operating Revenues (Expenses) |
(207,639) |
4,186 |
81,638 |
91,474 |
Total Other Operating (Expenses) Revenues, Net |
(102,928) |
6,299 |
159,254 |
(39,223) |
|
|
|
|
|
Total |
(156,805) |
(166,540) |
(14,641,611) |
(11,267,979) |
| (a) | The Company recognizes compensation
paid to members of the Audit Committee, the Board of Directors and the Fiscal Board in the "Salaries" line item. |
| (e) | The increase in these expenses in the period is substantially linked to the fine
referred to in Note 1.10. In the Consolidated financial statements, it includes gains, with emphasis on changes in lease contracts in
the amount of R$176,667, among others. |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 30. | Financial Income (Expenses) |
|
|
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Financial Revenues |
|
|
|
|
Gains from Financial Investments |
15,860 |
9,432 |
90,552 |
36,982 |
Others (a) (b) |
174,757 |
146,945 |
25,965 |
11,812 |
Total Financial Revenues |
190,617 |
156,377 |
116,517 |
48,794 |
|
|
|
|
|
Financial Expenses |
|
|
|
|
Interest and Costs on Loans and Financing |
(825,571) |
(757,385) |
(1,063,118) |
(896,091) |
Interest on Leases |
- |
- |
(1,316,619) |
(880,626) |
Interests on the Provision for Aircraft Return |
- |
- |
(231,800) |
(57,976) |
Commissions, Bank Charges and Interest on Other Operations (d) |
(12,058) |
(21,313) |
(589,002) |
(318,570) |
Others |
(9,479) |
(8,519) |
(316,345) |
(47,782) |
Total Financial Expenses |
(847,108) |
(787,217) |
(3,516,884) |
(2,201,045) |
|
|
|
|
|
Derivative Financial Instruments |
|
|
|
|
Conversion Right and Derivatives - ESN, Net (c) |
42,025 |
200,267 |
42,025 |
200,267 |
Other Derivative Financial Instruments, Net |
- |
- |
(44,651) |
(1,515) |
Total Derivative Financial Instruments |
42,025 |
200,267 |
(2,626) |
198,752 |
|
|
|
|
|
Monetary and Foreign Exchange Rate Variations, Net |
263,901 |
(252,331) |
1,328,204 |
(1,588,133) |
|
|
|
|
|
Total |
(350,565) |
(682,904) |
(2,074,789) |
(3,541,632) |
| (a) | In the fiscal year ended December
31 2022, of the total parent company and consolidated balances, R$3,303 and R$16,864, respectively, refer
to PIS and COFINS on financial revenues earned, as per Decree 8426 of April 1 2015 (R$2,886 and R$16,791 in the period ended December
31, 2021). |
| (b) | The balance recorded in Others in
the Parent Company includes interest on loan totaling R$178,060 in the fiscal year ended December 31, 2022 (R$149,830 in the period ended
December 31, 2021). |
| (c) | See Note 32.2 (ESN and Capped call). |
| (d) | The increase in these expenses in
the period is substantially linked to interest on the advance of receivables with sales growth. |
| 31.1. | Aircraft purchase commitment |
On December 31, 2022, the Company had 91
firm orders (103 on December 31, 2021) for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates
for contractual price increases during the construction phase. The present value of firm orders on December 31, 2022, considering an estimate
of contractual discounts, corresponds to around R$20,574,804 (R$21,947,804 on December 31, 2021), equivalent to US$3,943,271 (US$3,932,946
on December 31, 2021), and are segregated as follows:
|
Parent Company and Consolidated |
|
2022 |
2021 |
2022 |
- |
2,805,899 |
2023 |
4,234,480 |
3,384,587 |
2024 |
5,847,873 |
6,101,396 |
2025 |
6,970,535 |
6,428,138 |
2026 |
3,521,916 |
3,227,784 |
Total |
20,574,804 |
21,947,804 |
Of the total commitments presented above,
the Company must disburse R$7,170,725 (corresponding to US$1,374,308 on December 31, 2022) as advances for aircraft acquisition, according
to the cash flow below:
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Parent Company and Consolidated |
|
2022 |
2021 |
2022 |
- |
248,109 |
2023 |
1,642,175 |
1,174,768 |
2024 |
1,990,773 |
2,145,764 |
2025 |
2,355,513 |
2,279,227 |
2026 |
1,182,264 |
1,141,513 |
Total |
7,170,725 |
6,989,381 |
| 31.2. | Fuel purchase commitment |
The Company has a commitment to purchase aircraft
fuel at a fixed price in the future for use in its operations. As of December 31, 2022, the purchase commitments until 2023 total R$860,442.
| 32. | Financial Instruments and Risk
Management |
Operational activities expose the Company
and its subsidiaries to market risk, credit risk and liquidity risk. These risks can be mitigated by using of anticipated fuel purchase
transactions with the distributor ("fixed price contract") and swap derivatives, 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 CPR establishes guidelines, limits, and monitors the controls, including mathematical models
adopted to continuously monitor the exposures and possible financial impacts, in addition to preventing the exploitation of operations
of a speculative nature with financial instruments.
The Company does not hedge the entire risk
exposure; therefore, the Company is subject to market variations for a significant part of its assets and liabilities exposed to the above
risks. The decisions on the part to be hedged consider the financial risks and costs of the hedging and are set and reviewed at least
monthly, in line with CPR’s strategies. The income (expenses) from operations and controls to manage risks are part of the monitoring
carried out by the Committee and have been satisfactory to the proposed goals.
The airline industry remains exposed to the
risks linked to the advance of the pandemic and new strains of the virus and to possible new restrictions by government authorities to
stop the disease, so that the Company's financial income (expenses) may suffer impacts. Although the pandemic, in particular the prolongation
of the pandemic and its uncertainties, is expected to have consequences for the financial income (expenses) of airlines in general, the
risks linked to the Company must be measured in light of its financial position.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 32.1. | Accounting Classifications of Financial
Instruments |
The accounting classifications of the Company's
consolidated financial instruments on December 31, 2022 and December 31, 2021 are shown below:
|
Parent Company |
Consolidated |
|
Measured at Fair Value through Income (Expenses) |
Cost
amortized |
Measured at Fair Value through Income (Expenses) |
Cost
amortized |
|
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
2022 |
2021 |
Assets |
|
|
|
|
|
|
2021 |
|
Cash and Bank Deposits |
47 |
2,981 |
- |
- |
168,994 |
116,123 |
- |
- |
Cash Equivalents |
132 |
207,960 |
- |
- |
41 |
370,135 |
- |
- |
Financial Investments |
4,815 |
4,378 |
- |
- |
423,418 |
373,689 |
- |
- |
Trade Receivables |
- |
- |
- |
- |
- |
- |
887,734 |
850,683 |
Deposits (a) |
- |
- |
- |
2,790 |
- |
- |
2,068,593 |
1,373,109 |
Rights from Derivative Transactions |
7,002 |
107,170 |
- |
- |
29,256 |
114,060 |
- |
- |
Credits with Related Companies |
- |
- |
7,084,848 |
7,008,275 |
- |
- |
- |
- |
Other Credits |
- |
- |
63,875 |
14,458 |
- |
- |
232,633 |
189,017 |
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Loans and Financing (b) |
17,753 |
162,568 |
10,406,053 |
9,859,000 |
17,753 |
162,568 |
11,967,138 |
11,737,462 |
Leases to Pay |
- |
- |
- |
- |
- |
- |
11,206,959 |
10,762,984 |
Suppliers |
- |
- |
41,520 |
84,351 |
- |
- |
2,319,954 |
1,898,970 |
Suppliers - Forfaiting |
- |
- |
- |
- |
- |
- |
29,941 |
22,733 |
Derivative Liabilities |
- |
- |
- |
- |
536 |
- |
- |
- |
Obligations to Related Parties |
- |
- |
145,434 |
6,692 |
- |
- |
- |
- |
Other Liabilities |
- |
- |
589,373 |
581,767 |
- |
- |
692,171 |
1,023,700 |
| (a) | Excludes court deposits, as described
in Note 9. |
| (b) | The balances on December 31, 2022
and December 31, 2021, classified as measured at fair value through income (expense), are related to the derivative contracted through
Exchange Senior Notes. |
In the period ended December 31, 2022, there was no change
in the classification between categories of the financial instruments.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 32.2. | Derivative and Non-Derivative Financial
Instruments |
The Company's derivative financial instruments
were recognized as follows in the Balance sheet:
|
Derivatives |
Non-Derivative |
|
|
Fuel |
Interest Rate |
Exchange Rate |
Capped Call |
ESN 2024 |
Revenue Hedge |
Total |
Fair Value Changes |
|
|
|
|
|
|
|
Rights (Liabilities) with Derivatives on December 31, 2020 |
34,166 |
- |
1,683 |
87,663 |
(346,030) |
- |
(222,518) |
Gains (Losses) Recognized in Income (Expenses) |
- |
- |
635 |
19,507 |
183,462 |
- |
203,604 |
Gains Recognized in Equity Valuation Adjustments |
98,821 |
- |
- |
- |
- |
- |
98,821 |
Settlements (Payments Received) During the Period |
(126,097) |
- |
(2,318) |
- |
- |
- |
(128,415) |
Rights (Liabilities) with Derivatives on December 31, 2021 |
6,890 |
- |
- |
107,170 |
(162,568) |
- |
(48,508) |
Gains (Losses) Recognized in Income (Expenses) |
- |
(688) |
417 |
(100,168) |
144,815 |
- |
44,376 |
Gains Recognized in Equity Valuation Adjustments |
(38,100) |
- |
- |
- |
- |
- |
(38,100) |
Settlements (Payments Received) During the Period |
53,465 |
152 |
(417) |
- |
- |
- |
53,200 |
Rights (Obligations) with Derivatives on December 31, 2022 |
22,255 |
(536) |
- |
7,002 |
(17,753) |
- |
10,968 |
Rights from Derivative Transactions - Current |
9,248 |
- |
- |
7,002 |
- |
- |
16,250 |
Rights from Derivative Transactions - Non-Current |
13,006 |
- |
- |
- |
- |
- |
13,006 |
Derivative liabilities – Current |
- |
(519) |
- |
- |
- |
- |
(519) |
Loans and Financing |
- |
- |
- |
- |
(17,753) |
- |
(17,753) |
Derivative liabilities – Non-Current |
- |
(17) |
- |
- |
- |
- |
(17) |
|
|
|
|
|
|
|
|
Changes in the Equity Valuation Adjustments |
|
|
|
|
|
|
|
Balance on December 31, 2020 |
(164,789) |
(303,207) |
- |
- |
- |
(843,080) |
(1,311,076) |
Fair Value Adjustments During the Period |
98,821 |
- |
- |
- |
- |
|
98,821 |
Adjustments of Hedge Accounting of Revenue |
- |
- |
- |
- |
- |
222,873 |
222,873 |
Net Reversals to Income (Expenses) |
56,740 |
6,378 |
- |
- |
- |
7,463 |
70,581 |
Balance on December 31, 2021 |
(9,228) |
(296,829) |
- |
- |
- |
(612,744) |
(918,801) |
Fair Value Adjustments During the Period |
(38,100) |
- |
- |
- |
- |
|
(38,100) |
Adjustments of Hedge Accounting of Revenue |
|
- |
- |
- |
- |
175,675 |
175,675 |
Net Reversals to Income (Expenses) |
47,328 |
6,280 |
- |
- |
- |
114,265 |
167,873 |
Balances on December 31, 2022 |
- |
(290,549) |
- |
- |
- |
(322,804) |
(613,353) |
|
|
|
|
|
|
|
|
Effects on Income (Expenses) |
(47,328) |
(6,968) |
417 |
(100,168) |
144,815 |
(289,940) |
(299,172) |
Net Revenue |
- |
- |
- |
- |
- |
(119,180) |
(119,180) |
Cost of Services |
(9,228) |
- |
- |
- |
- |
- |
(9,228) |
Financial Income (Expenses) |
(38,100) |
(6,968) |
417 |
(90,601) |
132,626 |
- |
(2,626) |
Exchange Rate Change |
- |
- |
- |
(9,567) |
12,189 |
(170,760) |
(168,138) |
|
|
|
|
|
|
|
|
|
The Company may adopt hedge accounting for
derivatives contracted to hedge cash flow and that qualify for this classification as per CPC 48 - Financial Instruments (equivalent to
IFRS 9).
On December 31, 2022, the Company adopts cash
flow hedge for the interest rate (mainly the Libor interest rates) and for aeronautical fuel protection and future revenue in US Dollar.
The schedule to realize the balance of Equity
Valuation Adjustments on December 31, 2022, referring to cash flow hedges, is as follows:
|
2023 |
2024 |
2025 |
2026 |
2027 |
2027 onwards |
Total |
Interest Rate |
(20,397) |
(34,691) |
(36,490) |
(36,317) |
(35,661) |
(126,993) |
(290,549) |
Revenue Hedge |
(199,933) |
(122,871) |
- |
- |
- |
- |
(322,804) |
Total |
(220,330) |
(157,562) |
(36,490) |
(36,317) |
(35,661) |
(126,993) |
(613,353) |
|
|
|
|
|
|
|
|
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
Market risk is the risk that the fair value
of future cash flows of a financial instrument will fluctuate due to changes in market prices. The main market prices with an impact on
the Company are fuel price, exchange rate and interest rate.
The sensitivity analysis of financial instruments
was prepared to estimate the impact on income (loss) before taxes and equity on open derivatives position, foreign exchange exposure,
and interest rates on December 31, 2022 for the market risks considered relevant by the Company's Management.
In the probable scenario, in the Company's
assessment, the maintenance of market levels was considered, so that there are no impacts on income (loss) before taxes and equity. The
Company also considered the following scenarios in the risk variable:
| · | 10% deterioration (adverse scenario
I); |
·
25% deterioration (adverse scenario II);
The estimates presented do not necessarily
reflect the amounts to be ascertained in the next financial statements. The use of different methodologies can have a material effect
on the estimates presented.
The aircraft fuel prices fluctuate due to
the volatility of the price of crude oil by product price fluctuations. The Company may use different instruments to hedge its exposure
to the fuel price. The choice depends on factors such as liquidity in the market, the market price of the components, levels of volatility,
availability, and margin deposit. The main instruments are futures, calls, calls spreads, collars and swaps.
The Company’s strategy for Fuel Risk
Management is based on statistical models. Through the developed model, the Company can (i) measure the economic relationship between
the hedging instrument and the hedged object, thus able to assess if the relationship between the price of aviation fuel and the price
of foreign fuel behaves as expected; and (ii) adequately define the hedged index, thus able to establish the appropriate volume to be
contracted to hedge the number of liters of fuel that will be consumed in a given period.
The Company’s models consider the potential
factors of inefficiency that may impact on risk management strategies, such as changes in the pricing of aviation fuel by suppliers and
the mismatch of the term of the hedging instrument and the hedged object.
The Company has hedged by hedge contracts
approximately 1.7% of its fuel consumption for for the year 2023. In addition, the Company is protected by fixed-price fuel purchase commitments,
as described in note 31.2.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The table below shows the sensitivity analysis
considering fluctuations in prices of aviation fuel priced in US dollars, based on the price of the barrel on December 31, 2022 priced
at US$80.45:
|
Fuel |
|
US$/bbl (WTI) |
Impact (in thousands of R$) |
Decline in Prices/Barrel (-25%) |
60.34 |
(18,121) |
Decline in Prices/Barrel (-10%) |
72.41 |
(10,192) |
Increase in Prices/Barrel (+10%) |
88.50 |
11,042 |
Increase in Prices/Barrel (+25%) |
100.56 |
38,703 |
The Company’s strategy for interest
risk management combines fixed and floating interest rates and establishes if it will be necessary to expand or reduce the interest rate
exposures. The Company manages its exposure by calculating the Basis Point Value (“BPV”) of each agreement and uses volumes
that correspond to the amount of BPVs necessary to achieve the goals proposed in the Risk Management to contract derivatives.
Through statistical models, the Company proves
the economic relationship between the hedging instrument and the hedged object, considering potential factors of ineffectiveness, such
as the mismatch of the term of the hedging instrument and the hedged object.
The Company is mainly exposed to lease transactions
indexed to changes in the interest rate until the aircraft is received. To mitigate such risks, the Company can use derivative financial
instruments.
On December 31, 2022, the Company held financial
investments and debts with different types of fees. Its sensitivity analysis of non-derivative financial instruments examined the impact
on annual interest rates only for positions with material amounts on December 31, 2022 that were exposed to fluctuations in interest rates,
as the scenarios below show. The amounts show the impacts on Income (Expenses) according to the scenarios adopted below:
|
Financial Investments Net of Financial Debt (a) |
Risk |
Increase in the CDI rate |
Libor Rate Increase |
Reference Rates |
13.65% |
4.32% |
Exposure Amount (Probable Scenario) (b) |
(872,649) |
(2,230,646) |
Remote Favorable Scenario (-25%) |
31,335 |
24,080 |
Possible Favorable Scenario (-10%) |
12,534 |
9,632 |
Possible Adverse Scenario (+10%) |
(12,534) |
(9,632) |
Remote Adverse Scenario (+25%) |
(31,335) |
(24,080) |
| (a) | Refers to the sum of the amounts
invested and raised in the financial market and indexed to the CDI and Libor rates. |
| (b) | Equity book balances recorded
on December 31, 2022. |
Foreign currency risk derives from the possibility
of unfavorable fluctuation of foreign currency to which the Company’s liabilities or cash flows are exposed. The Company is mainly
exposed to the exchange rate change of the U.S. dollar.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The Company’s foreign currency exposure
is summarized below:
|
Parent Company |
Consolidated |
|
2022 |
2021 |
2022 |
2021 |
Assets |
|
|
|
|
Cash, Cash Equivalents and Financial Investments |
696 |
3,626 |
274,186 |
153,040 |
Trade Receivables |
- |
- |
215,113 |
171,473 |
Deposits |
- |
2,790 |
2,068,593 |
1,373,109 |
Rights from Derivative Transactions |
7,002 |
107,170 |
29,256 |
114,060 |
Total Assets |
7,698 |
113,586 |
2,587,148 |
1,811,682 |
|
|
|
|
|
Liabilities |
|
|
|
|
Loans and Financing |
(10,423,806) |
(10,021,568) |
(10,797,091) |
(10,677,266) |
Leases to Pay |
- |
- |
(10,940,049) |
(10,724,976) |
Suppliers |
(24,569) |
(32,272) |
(461,134) |
(497,877) |
Provision for Aircraft and Engine Return |
- |
- |
(2,601,195) |
(2,679,833) |
Total Liabilities |
(10,448,375) |
(10,053,840) |
(24,799,469) |
(24,579,952) |
|
|
|
|
|
Exchange Rate Exposure Liabilities |
(10,440,677) |
(9,940,254) |
(22,212,321) |
(22,768,270) |
|
|
|
|
|
Commitments Not Recorded in the Statements of Financial Position |
|
|
|
|
Future Liabilities from Firm Aircraft Orders |
(20,574,804) |
(21,947,804) |
(20,574,804) |
(21,947,804) |
Total |
(20,574,804) |
(21,947,804) |
(20,574,804) |
(21,947,804) |
|
|
|
|
|
Total Exchange Rate Exposure (in R$) |
(31,015,481) |
(31,888,058) |
(42,787,125) |
(44,716,074) |
Total Foreign Exchange Exposure (in US$) |
(5,944,282) |
(5,714,194) |
(8,200,380) |
(8,012,915) |
Exchange Rate (R$/US$) |
5.2177 |
5.5805 |
5.2177 |
5.5805 |
On December 31, 2022, the Company adopted
the exchange rate of R$5.2177/US$1.00, corresponding to the closing rate for the month disclosed by the Central Bank of Brazil as a likely
scenario. The table below shows the sensitivity analysis and the effect on Income (Expenses) of exchange rate fluctuations in the exposure
on December 31, 2022:
|
|
Effect on Income (Expenses) |
|
Exchange Rate |
Parent Company |
Consolidated |
Net Liabilities Exposed to the Risk of Appreciation of the U.S. dollar |
5.2177 |
10,440,677 |
22,212,321 |
Dollar Depreciation (-25%) |
3.9133 |
2,610,169 |
5,553,080 |
Dollar Depreciation (-10%) |
4.6959 |
1,044,068 |
2,221,232 |
Dollar Appreciation (+10%) |
5.7395 |
(1,044,068) |
(2,221,232) |
Dollar Appreciation (+25%) |
6.5221 |
(2,610,169) |
(5,553,080) |
The Company, through Gol Equity Finance, in
the context of the pricing of the ESN issued on March 26, April 17 and July 17, 2019, contracted private derivative transactions (Capped
call) with part of the Note subscribers with the purpose of minimizing the potential dilution of the Company’s preferred shares
and ADSs.
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
The credit risk is inherent in the Company’s
operating and financing activities, mainly in cash and cash equivalents, financial investments and trade receivables. Financial assets
classified as cash, cash equivalents and financial 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.
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
and NYMEX), thus substantially mitigating credit risk. The Company's obligation is to evaluate counterparty risk involved in financial
instruments and periodically diversify its exposure.
The Company is exposed to liquidity risk in
two distinct ways: (i) market prices, which vary in accordance with the types of assets and markets where they are traded, and (ii) cash
flow liquidity risk related to difficulties in meeting the contracted operating liabilities at the maturity dates. To meet the liquidity
risk management, the Company invests its resources in liquid assets (federal government bonds, CDBs, and investment funds with daily liquidity)
and the Cash Management Policy establishes that the weighted average term of the debt must be greater than the weighted average term of
the investment portfolio term.
The schedules of financial liabilities held
by the Company's consolidated financial liabilities on December 31, 2022 and December 31, 2021 are as follows:
|
Parent Company |
|
Less than
6 months |
6 to 12 months |
1 to 5 years |
More than
5 years |
Total |
Loans and Financing |
193,864 |
80,869 |
9,346,064 |
803,009 |
10,423,806 |
Suppliers |
41,520 |
- |
- |
- |
41,520 |
Obligations to Related Parties |
- |
- |
145,434 |
- |
145,434 |
Other Liabilities |
188,272 |
149,340 |
251,761 |
- |
589,373 |
On December 31, 2022 |
423,656 |
230,209 |
9,743,259 |
803,009 |
11,200,133 |
|
|
|
|
|
|
Loans and Financing |
164,304 |
- |
8,998,421 |
858,843 |
10,021,568 |
Suppliers |
84,335 |
- |
16 |
- |
84,351 |
Obligations to Related Parties |
- |
- |
6,692 |
- |
6,692 |
Other Liabilities |
85,843 |
- |
495,923 |
- |
581,766 |
On December 31, 2021 |
334,482 |
- |
9,501,052 |
858,843 |
10,694,377 |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Consolidated |
|
Less than
6 months |
6 to 12 months |
1 to 5 years |
More than
5 years |
Total |
Loans and Financing |
723,756 |
402,873 |
10,055,253 |
803,009 |
11,984,891 |
Leases to Pay |
1,210,715 |
737,543 |
4,886,666 |
4,372,035 |
11,206,959 |
Suppliers |
2,274,503 |
- |
45,451 |
- |
2,319,954 |
Suppliers - Forfaiting |
29,941 |
- |
- |
- |
29,941 |
Derivative liabilities |
260 |
259 |
17 |
- |
536 |
Other Liabilities |
225,752 |
154,096 |
312,323 |
- |
692,171 |
On December 31, 2022 |
4,464,927 |
1,294,771 |
15,299,710 |
5,175,044 |
26,234,452 |
|
|
|
|
|
|
Loans and Financing |
478,566 |
156,048 |
10,373,517 |
891,899 |
11,900,030 |
Leases to Pay |
1,209,215 |
848,472 |
5,159,608 |
3,545,689 |
10,762,984 |
Suppliers |
1,820,056 |
- |
78,914 |
- |
1,898,970 |
Suppliers - Forfaiting |
22,733 |
- |
- |
- |
22,733 |
Other Liabilities |
455,251 |
- |
568,449 |
- |
1,023,700 |
On December 31, 2021 |
3,985,821 |
1,004,520 |
16,180,488 |
4,437,588 |
25,608,417 |
| 32.6. | 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 December 31, 2022 and 2021:
|
Parent Company |
|
|
2022 |
2021 |
|
Fair Value Level |
Book
Value |
Fair
Value |
Book
Value |
Fair
Value |
Cash and Cash Equivalents |
Level 1 |
47 |
47 |
3,285 |
3,285 |
Cash Equivalents |
Level 2 |
132 |
132 |
207,656 |
207,656 |
Financial Investments |
Level 2 |
4,815 |
4,815 |
4,378 |
4,378 |
Rights from Derivative Transactions |
Level 2 |
7,002 |
7,002 |
107,170 |
107,170 |
Loans and Financing |
Level 1 |
(17,753) |
(17,753) |
(162,568) |
(162,568) |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Consolidated |
|
|
2022 |
2021 |
|
Fair Value Level |
Book
Value |
Fair
Value |
Book
Value |
Fair
Value |
Cash and Cash Equivalents |
Level 1 |
168,994 |
168,994 |
156,996 |
156,996 |
Cash Equivalents |
Level 2 |
41 |
41 |
329,262 |
329,262 |
Financial Investments |
Level 1 |
- |
- |
2,042 |
2,042 |
Financial Investments |
Level 2 |
423,418 |
423,418 |
83,592 |
83,592 |
Rights from Derivative Transactions |
Level 2 |
29,256 |
29,256 |
114,060 |
114,060 |
Loans and Financing |
Level 1 |
(17,753) |
(17,753) |
(162,568) |
(162,568) |
Derivative liabilities |
Level 2 |
(536) |
(536) |
- |
- |
The fair value of financial instruments measured
at amortized cost was not disclosed since the fair value approximates their book value based on the established conditions, mainly due
to the short term of maturity of these assets and liabilities. The fair values for loans and financing, which differ from the book balances,
in turn, are disclosed in Note 15.
The Company seeks alternatives to capital
in order to meet its operational needs, aiming a capital structure that considers suitable parameters for the financial costs, the maturities
of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net debt, including short and long-term
debt. The following table shows the financial leverage:
|
Consolidated |
|
2022 |
2021 |
Total Loans and Financing |
11,984,891 |
11,900,030 |
Total Leases to Pay |
11,206,959 |
10,762,984 |
(-) Cash and Cash Equivalents |
(169,035) |
(486,258) |
(-) Financial Investments |
(423,418) |
(373,689) |
Net Debt |
22,599,397 |
21,803,067 |
|
|
|
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
Parent Company |
|
2022 |
2021 |
Share-Based Compensation (Investments / Capital Reserves) |
26,184 |
21,578 |
Unrealized Income (Expenses) of Derivatives (Investments/Equity Valuation Adjustment) |
305,488 |
328,955 |
Post-Employment Benefit Actuarial Losses (Investments / Equity Valuation Adjustments) |
17,516 |
41,524 |
Capital Increase by Issuing Shares to Minority Shareholders |
- |
606,839 |
Income (Expenses) on the Sale of Treasury Shares |
21 |
279 |
Transfer of Treasury Shares |
2,567 |
19,834 |
Issuance Senior Secured Amortizing Notes |
1,003,279 |
- |
|
Consolidated |
|
2022 |
2021 |
Restricted Cash Debt Amortization (Restricted Cash / Loans and Financing) |
- |
198,270 |
Debt Amortization with Deposits Invested (Deposits / Leases to Pay) |
23,707 |
41,974 |
Right of Use of Flight Equipment (Property, Plant & Equipment / Leases Payable) |
613,879 |
2,295,903 |
Right of Use non-aeronautical assets (Property, Plant & Equipment / Leases Payable) |
181,392 |
- |
Financial Lease Agreement Renegotiation (Property, Plant & Equipment / Leases Payable) |
163,925 |
778,379 |
Write-off of lease agreements (other income/ leases payable) |
2,328 |
- |
Leaseback (Property, Plant & Equipment/Leases) |
2,454,034 |
209,065 |
Provision for Aircraft Return (Property, Plant & Equipment / Provisions) |
66,154 |
27,024 |
Post-Employment Benefit Actuarial Losses (Provisions / Equity Valuation Adjustments) |
17,516 |
41,524 |
Unrealized Income (Expenses) of Derivatives (Derivative Rights/Equity Valuation Adjustment) |
305,488 |
328,955 |
Capital Increase by Issuing Shares to Minority Shareholders |
- |
606,839 |
Capital Reserve Recognized |
- |
744,450 |
Income (Expenses) on the Sale of Treasury Shares |
21 |
279 |
Transfer of Treasury Shares |
2,567 |
19,834 |
Deposit for guarantee |
38,931 |
- |
Issuance of Senior Secured Amortizing Notes (Deposits/ Loans and financing/ Leases). |
1,003,279 |
- |
|
|
|
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 34. | Liabilities from Financing Activities |
The changes for the periods ended December
31, 2022 and 2021 of the liabilities of the Company's financing activities are shown below:
|
|
2022 |
|
|
|
|
Adjustment to Profit |
Non-Cash Transactions |
|
|
Opening Balance |
Net Cash from Financing Activities |
Net Cash Used in Operating Activities |
Exchange Rate Changes, Net |
Provision for Interest and Cost Amortization |
Unrealized Hedge Results |
Senior Secured Amortizing Notes |
Share-Based Compensation |
Transfer of Treasury Shares |
Payment with issuance of shares |
Closing Balance |
Loans and Financing |
10,021,568 |
- |
(665,580) |
(655,148) |
852,313 |
(132,626) |
1,003,279 |
- |
- |
- |
10,423,806 |
Obligations to Related Parties |
6,692 |
135,252 |
- |
3,490 |
- |
- |
- |
- |
- |
- |
145,434 |
Share Capital |
4,039,112 |
694 |
- |
- |
- |
- |
- |
- |
- |
591 |
4,040,397 |
Shares to Issue |
3 |
588 |
- |
- |
- |
- |
- |
- |
- |
(591) |
- |
Treasury Shares |
(41,514) |
16 |
- |
- |
- |
- |
- |
- |
2,588 |
- |
(38,910) |
Capital Reserve |
208,711 |
946,261 |
- |
- |
- |
- |
- |
26,184 |
(2,588) |
- |
1,178,568 |
|
2021 |
|
|
|
|
Adjustment to Profit |
Non-Cash Transactions |
|
|
Opening Balance |
Net Cash Flows (Used in) from Financing Activities |
Net Cash used in Operating Activities |
Exchange Rate Changes, Net |
Provision for Interest and Cost Amortization |
Unrealized Income (Expenses) on Derivatives |
Capital Increase from Non-Controlling Interests |
Capital Increase with Shares to be Issued |
Income (Expenses) on the Sale and Transfer of Treasury Shares |
Closing Balance |
Loans and Financing |
7,629,713 |
1,767,983 |
(601,060) |
654,351 |
757,385 |
(186,804) |
- |
- |
- |
10,021,568 |
Share Capital |
3,009,436 |
420,734 |
- |
- |
- |
- |
606,839 |
2,103 |
- |
4,039,112 |
Shares to Issue |
1,180 |
926 |
- |
- |
- |
- |
- |
(2,103) |
- |
3 |
Treasury Shares |
(62,215) |
588 |
- |
- |
- |
- |
- |
- |
20,113 |
(41,514) |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
|
2022 |
|
|
|
|
Non-Cash Transactions |
|
Adjustments to Profit |
|
|
Opening Balance |
Net Cash Flows (Used in) from Financing Activities |
Net Cash Used in Operating Activities |
Acquisition of Property, Plant & Equipment under New Agreements and Contractual Amendment |
Write-off of lease or Senior Secured Amortizing Notes |
Transfer of Treasury Shares |
Payment with issue of shares |
Exchange Rate Changes, Net |
Provision for Interest and Cost Amortization |
Unrealized Income (Expenses) on Derivatives |
Share-Based Compensation |
Closing Balance |
Loans and Financing |
11,900,030 |
(263,764) |
(912,651) |
- |
1,003,279 |
- |
- |
(701,966) |
1,092,589 |
(132,626) |
- |
11,984,891 |
Leases to Pay |
10,762,984 |
(2,357,341) |
(58,357) |
2,723,031 |
(459,480) |
- |
- |
(720,497) |
1,316,619 |
- |
- |
11,206,959 |
Share Capital |
4,039,112 |
694 |
- |
- |
|
- |
591 |
- |
- |
- |
- |
4,040,397 |
Shares to Issue |
3 |
588 |
- |
- |
|
- |
(591) |
- |
- |
- |
- |
- |
Treasury Shares |
(41,514) |
16 |
- |
- |
|
2,588 |
- |
- |
- |
- |
- |
(38,910) |
Capital Reserves |
208,711 |
946,261 |
- |
- |
|
(2,588) |
- |
- |
- |
- |
26,184 |
1,178,568 |
|
2021 |
|
|
|
|
Non-Cash Transactions |
|
Adjustments to Profit |
|
|
Opening Balance |
Net Cash Flows (Used in) from Financing Activities |
Net Cash Used in Operating Activities |
Acquisition of Property, Plant & Equipment under New Agreements and Contractual Amendment |
Transaction with Non-Controlling Shareholders, Shares to be Issued and Sale/Transfer of Treasury Shares |
Amortization with Linked Assets |
Distribution of Interim Dividends |
Exchange Rate Changes, Net |
Provision for Interest and Cost Amortization |
Unrealized Income (Expenses) on Derivatives |
Closing Balance |
Loans and Financing |
9,976,966 |
1,359,595 |
(704,409) |
- |
- |
(198,270) |
- |
756,861 |
896,091 |
(186,804) |
11,900,030 |
Leases to Pay |
7,584,192 |
(1,449,285) |
16,652 |
3,255,646 |
- |
(41,973) |
- |
517,126 |
880,626 |
- |
10,762,984 |
Dividends and ISE to Pay (1) |
23,139 |
(260,131) |
- |
- |
- |
- |
236,992 |
- |
- |
- |
- |
Share Capital |
3,009,436 |
420,734 |
- |
- |
608,942 |
- |
- |
- |
- |
- |
4,039,112 |
Shares to Issue |
1,180 |
926 |
- |
- |
(2,103) |
- |
- |
- |
- |
- |
3 |
Treasury Shares |
(62,215) |
588 |
- |
- |
20,113 |
- |
- |
- |
- |
- |
(41,514) |
Capital Reserves |
207,246 |
(744,450) |
21,578 |
- |
724,337 |
- |
- |
- |
- |
- |
208,711 |
| (1) | The amount is recorded in the Other liabilities
group, in current liabilities |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| 35.1 | Final decision (res judicata) –
STF |
On February 8, 2023, the Federal Supreme Court (STF), unanimously, considered
that a final decision (res judicata) on taxes collected on a continuous basis, loses its effects if the Court decides otherwise at a later
time. From the perspective of the provisions of this decision and considering the Company's accounting policies, as well as Circular Letter
No. 1/2023/CVM/SNC/SEP of February 13, 2023, the Company evaluated its final and unappealable legal proceedings and did not identify relevant
impact on the financial statements for the fiscal year ended December 31, 2022.
| 35.2 | Financing Transaction and Support
Agreement |
On March 3, 2023, Abra Group Limited ("Abra"),
the new holding company created to control the operations of GOL and Avianca Group International Limited ("Avianca") closed
a private placement with Abra's investors and concurrently GOL closed Abra's private investment in GOL through Senior Secured Notes ("GOL
SSNs due 2028") which may be replaced, upon Abra's request, by Exchangeable Senior Secured Notes ("GOL ESSNs due 2028").
The GOL SSNs due 2028 are secured by the intellectual property and trademark of Smiles, GOL's loyalty program, and a shared lien on GOL's
intellectual property, trademark and spare parts. A portion of the investment in Abra comes from members of the Ad-Hoc Group holding secured
and unsecured GOL bonds (the "Ad-Hoc Group"), who signed a support agreement (the "Support Agreement" or "SA")
on February 7, 2023, and a portion of the investment comes from GOL bondholders outside the Ad-Hoc Group (the "Non-AHC Group"),
who have signed terms of adherence to the Support Agreement.
Final Terms of Company Financing:
| · | Abra entered into definitive documents
in connection with (i) investing, subject to certain conditions and approvals, up to US$451 million in cash, (ii) contributing US$1,077
million par value of GOL bonds at a discount of US$312.6 million par value, and (iii) receiving as consideration the GOL SSNs due 2028. |
| · | The US$1,077 million par value of
GOL bonds will be cancelled upon closing. |
| · | The terms of the GOL SSNs due 2028
to be issued to Abra include: |
| o | Agregate principal amount: up to $1.4
billion |
| o | Interest rate: 18% (of
which 4.5% will be paid in cash and 13.5% will be paid in-kind) |
| o | Prepayment: Non-call life except that
the GOL SSNs due 2028 can be repaid through the issuance of the GOL ESSNs due 2028 |
| o | Secured Interest: (i) a first-lien
on the Smiles brand, intellectual property, customer lists, trademarks, the primary platform infrastructure related contracts and other
agreements (the “Smiles IP Collateral”) including by way of a fiduciary assignment and by transfer of certain assets to a
wholly owned subsidiary the equity of which is pledged to secure the GOL SSNs due 2028 and the GOL ESSNs due 2028, (ii) a first lien pledge
of all intercompany loans to GOL from its subsidiaries and affiliates and (iii) a pari passu lien on the intellectual property, brand
and spare parts securing the GOL 8.0% SSNs due 2026 (“GOL SSNs due 2026”) (the “GOL Collateral”) |
| o | IPCo: GOL will transfer the available
Smiles IP Collateral to a wholly owned Brazilian subsidiary (the “IPCo”) by July 10, 2023, with the remaining available Smiles
IP Collateral to be transferred to IPCo by December 31, 2023 and GOL will enter into contractual undertakings with Abra and IPCo requiring
that Smiles be GOL’s sole and exclusive loyalty program |
| o | Covenants: other protective
covenants for a security of this nature in line with existing GOL debt covenants |
| Notes to the Financial Statements Fiscal Year ended December 31, 2022 (In thousands of Brazilian Reais - R$, except when otherwise indicated) | |
| · | Subject to certain conditions and
approvals, Abra can request the exchange of the GOL SSNs due 2028 for the GOL ESSNs due 2028. The terms of the GOL ESSN due 2028 include: |
| o | Aggregate Principal Amount: same as
the GOL SSNs due 2028 |
| o | Interest rate: 18% (of which 4.5%
will be paid in cash and 13.5% will be paid-in-kind) |
| o | Conversion Premium: 35% which upon
satisfaction of certain conditions can be reduced to 15% |
| o | Security interest: first lien on the
same collateral that secures the GOL SSNs due 2028 |
| o | Early maturity: springing maturity
in 2024 or 2025 prior to the maturity dates of the GOL 3.75% SENs due 2024 (“GOL SENs due 2024”), GOL 7.0% SUNs due 2025 (“GOL
SUNs due 2025”) due 2025 and GOL SSNs due 2026, respectively, in each case, if more than 10% of such bonds remain outstanding |
| o | Covenants: the same protective
covenants as the GOL SSNs due 2028 |
Support Agreement Results
| · | Certain shareholders of Abra have
invested $172.5 million in cash, the Ad-Hoc Group has invested $329.9 million in cash and the Non AHC Group has invested $49.5 million
in cash to support the transaction representing an aggregate cash investment of $551.9 million. |
| · | The Ad-Hoc Group and the Non AHC
Group have delivered $1,077 million face value of GOL bonds to Abra at an average price of 71 cents. |
| · | The GOL bonds delivered by members
of the Ad-Hoc Group and the Non AHC Group represent 83% of the GOL SENs due 2024, 47% of the GOL SUNs due 2025, 61% of the GOL SSNs due
2026 and 10% of the GOL Perpetual Notes. |
| · | The amounts fully satisfied the
conditions precedent associated with the minimum cash requirement and the minimum bonds delivered requirement as contemplated under the
Support Agreement, and meet the thresholds required for the exit consents to eliminate certain covenants and modify the 2026 indenture,
in respect thereof, to close the transaction. |
| · | In addition, the invested amounts conform to the aggregate
principal amount caps contained in the Support Agreement, as amended. |