Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Unaudited Condensed Consolidated Interim | |
Financial Statements under U.S. GAAP | |
GOL Linhas Aéreas Inteligentes S.A. | |
March 31, 2006 and December 31, 2005, with Report | |
of Independent Registered Public Accounting Firm |
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2006 and 2005
(In thousands of Brazilian Reais)
Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of
Gol Linhas Aéreas Inteligentes S.A.
We have reviewed the condensed consolidated balance sheet of Gol Linhas Aéras Inteligentes S.A. and subsidiaries as of March 31, 2006 and the related condensed consolidated statements of income and of cash flows for the three-month periods ended March 31, 2006 and 2005 and the condensed consolidated statements of shareholders equity for the three-month period ended March 31, 2006. These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical review procedures to financial data, and making inquires of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries as of December 31, 2005, and the related consolidated statements of income, cash flows and shareholders equity for the year then ended not presented herein, and in our report dated February 10, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
ERNST & YOUNG
Auditores Independentes S.S.
Maria Helena Pettersson
Partner
São Paulo, Brazil
April 12, 2006
F - 1
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of Brazilian Reais)
March 31, 2006 | December 31, 2005 | |||
(Unaudited) | ||||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash and cash equivalents | R$ 136,896 | R$ 106,347 | ||
Short-term investments | 775,909 | 762,688 | ||
Receivables, less allowance (2006 | ||||
R$ 5,808; 2005 R$ 4,890) | 578,223 | 563,958 | ||
Inventories | 38,039 | 40,683 | ||
Recoverable taxes and current deferred tax | 19,755 | 13,953 | ||
Prepaid expenses | 47,934 | 39,907 | ||
Other current assets | 7,068 | 13,102 | ||
Total current assets | 1,603,824 | 1,540,638 | ||
PROPERTY AND EQUIPMENT | ||||
Pre-delivery deposits | 419,621 | 356,765 | ||
Flight equipment | 242,563 | 225,724 | ||
Other property and equipment | 98,827 | 75,619 | ||
761,011 | 658,108 | |||
Less accumulated depreciation | (91,880) | (79,508) | ||
Property and equipment, net | 669,131 | 578,600 | ||
OTHER ASSETS | ||||
Deposits for aircraft leasing contracts | 28,790 | 22,583 | ||
Prepaid aircraft and engine maintenance | 408,851 | 386,193 | ||
Other | 28,909 | 27,829 | ||
Total other assets | 466,550 | 436,605 | ||
TOTAL ASSETS | R$ 2,739,505 | R$ 2,555,843 | ||
F - 2
March 31, 2006 | December 31, 2005 | |||
(Unaudited) | ||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||
CURRENT LIABILITIES | ||||
Accounts payable | R$ 70,656 | R$ 73,924 | ||
Salaries, wages and benefits | 65,795 | 71,638 | ||
Sales tax and landing fees | 107,998 | 83,750 | ||
Air traffic liability | 185,542 | 217,800 | ||
Short-term borrowings | 104,459 | 54,016 | ||
Dividends payable | 143,618 | 101,482 | ||
Other accrued liabilities | 24,405 | 43,615 | ||
Total current liabilities | 702,473 | 646,225 | ||
NON-CURRENT LIABILITIES | ||||
Deferred income taxes, net | 47,523 | 63,694 | ||
Other | 24,834 | 23,593 | ||
72,357 | 87,287 | |||
COMMITMENTS AND CONTINGENCIES | ||||
SHAREHOLDERS EQUITY | ||||
Preferred shares, no par value; 86,524,136 issued | ||||
and outstanding in 2006 and 2005 | 845,453 | 843,714 | ||
Common shares, no par value; 109,448,497 issued | ||||
and outstanding in 2006 and 2005 | 41,500 | 41,500 | ||
Additional paid-in capital | 39,275 | 34,634 | ||
Deferred compensation expenses | (4,975) | (2,361) | ||
Appropriated retained earnings | 39,577 | 39,577 | ||
Unappropriated retained earnings | 995,176 | 858,856 | ||
Accumulated other comprehensive income | 8,669 | 6,411 | ||
Total shareholders equity | 1,964,675 | 1,822,331 | ||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | R$ 2,739,505 | R$ 2,555,843 | ||
See accompanying notes to consolidated financial statements
F - 3
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands of Brazilian Reais, except per share amounts)
Three-months ended March 31, | ||||
2006 | 2005 | |||
NET OPERATING REVENUES | ||||
Passenger | R$ 829,858 | R$ 565,181 | ||
Cargo and Other | 33,158 | 23,978 | ||
Total net operating revenues | 863,016 | 589,159 | ||
OPERATING EXPENSES | ||||
Salaries, wages and benefits | 81,484 | 54,647 | ||
Aircraft fuel | 254,306 | 146,170 | ||
Aircraft rent | 66,487 | 51,869 | ||
Sales and marketing | 99,330 | 72,081 | ||
Landing fees | 30,341 | 19,046 | ||
Aircraft and traffic servicing | 31,621 | 17,766 | ||
Maintenance materials and repairs | 26,115 | 13,848 | ||
Depreciation | 12,529 | 6,803 | ||
Other operating expenses | 36,968 | 29,683 | ||
Total operating expenses | 639,181 | 411,913 | ||
OPERATING INCOME | 223,835 | 177,246 | ||
OTHER INCOME (EXPENSE) | ||||
Interest expense | (3,263) | (5,161) | ||
Capitalized interest | 3,350 | 3,444 | ||
Exchange variation gain (loss) | (3,502) | 1,290 | ||
Interest income | 33,972 | 29,136 | ||
Other | (5,762) | (5,194) | ||
Total other income (expenses) | 24,795 | 23,515 | ||
INCOME BEFORE INCOME TAXES | 248,630 | 200,761 | ||
Income taxes | (68,840) | (69,677) | ||
NET INCOME | R$ 179,790 | R$ 131,084 | ||
EARNINGS PER COMMON AND PREFERRED | ||||
SHARE: | ||||
Basic | R$ 0.92 | R$ 0.70 | ||
Diluted | R$ 0.92 | R$ 0.70 |
See accompanying notes to Consolidated Financial Statements.
F - 4
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands of Brazilian Reais)
Three-months end March 31, | ||||
2006 | 2005 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | R$ 179,790 | R$ 131,084 | ||
Adjustments to reconcile net income to net cash provided by | ||||
operating activities | ||||
Depreciation and amortization | 12,529 | 6,803 | ||
Deferred income taxes | (6,830) | 8,346 | ||
Provision for doubtful accounts receivable | 740 | 247 | ||
Changes in operating assets and liabilities | ||||
Receivables | (15,005) | (63,844) | ||
Accounts payable and other accrued liabilities | - | (1,910) | ||
Deposits for aircraft and engine maintenance | (22,658) | (25,345) | ||
Air traffic liability | (32,258) | (23,455) | ||
Dividends | (43,470) | - | ||
Other, net | 20,961 | (3,847) | ||
Net cash provided by operating activities | 93,799 | 28,079 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Deposits for aircraft leasing contracts | (6,207) | (5,700) | ||
Acquisition of property and equipment | (40,047) | (26,328) | ||
Pre-delivery deposits | (62,856) | (81,841) | ||
Change in short term investments, net | (13,221) | (218,471) | ||
Net cash used in investing activities | (122,331) | (332,340) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Short-term borrowings, net | 50,443 | (8,965) | ||
Issuance of preferred shares | - | 1,389 | ||
Paid subscribed capital | 1,739 | - | ||
Other, net | 6,899 | - | ||
Net cash provided by financing activities | 59,081 | (7,576) | ||
NET INCREASE (DECREASE) IN CASH AND CASH | ||||
EQUIVALENTS | 30,549 | (311,837) | ||
Cash and cash equivalents at beginning of the period | 106,347 | 405,730 | ||
Cash and cash equivalents at end of the period | R$ 136,896 | R$ 93,893 | ||
Supplemental disclosure of cash flow information | ||||
Interest paid | R$ 3,263 | R$ 5,161 | ||
Income taxes paid | R$ 76,809 | R$ 61,331 |
See accompanying notes to consolidated financial statements.
F - 5
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(In thousands of Brazilian Reais, except for share information)
Commom Shares | Preferred Shares | Additional paid in capitial |
Deferred compensation |
Retained Earnings | Accumulated other comprehensive income |
||||||||||||||
Shares | Amount | Shares | Amount | Appropriated | Unapropriated | ||||||||||||||
Total | |||||||||||||||||||
Balance at December 31, 2005 | 109,448,497 | R$ 41,500 | 85,952,136 | R$ 843,714 | R$ 34,634 | R$ (2,361) | R$ 39,577 | R$ 858,856 | R$ 6,411 | R$ 1,822,331 | |||||||||
Comprehensive income: | |||||||||||||||||||
Net income | - | - | - | - | - | - | - | 179,790 | - | 179,790 | |||||||||
Changes in fair value of derivative instruments | - | - | - | - | - | - | - | - | 2,258 | 2,258 | |||||||||
Total Comprehensive income | - | - | - | - | - | - | - | - | - | 182,048 | |||||||||
Paid-in subscribed capital | - | - | 572,000 | 1,739 | - | - | - | - | - | 1,739 | |||||||||
Deferred compesation | - | - | - | - | 4,641 | (4,641) | - | - | - | - | |||||||||
Amortization of deferred compensation | - | - | - | - | - | 2,027 | - | - | - | 2,027 | |||||||||
Dividends payable and interest on stockholders equity | - | - | - | - | - | - | - | (43,470) | - | (43.470) | |||||||||
Balance at March 31, 2006 (Unaudited) | 109,448,497 | R$ 41,500 | 86,524,136 | R$ 845,453 | R$ 39,275 | R$ (4,975) | R$ 39,577 | R$ 995,176 | R$ 8,669 | R$ 1,964,675 | |||||||||
See accompanying notes to consolidated financial statements.
F- 6
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
1. Basis of presentation
Basis of presentation. These financial statements were prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting (USGAAP), using Brazilian Reais as the functional and reporting currency. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Companys results for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates.
The exchange rate at March 31, 2006 was R$ 2.1724 and R$ 2.6662 at March 31, 2005 (this rate used for convenience translation). The average exchange rates for the first quarter of 2005 and 2004 were R$ 2.1974 and R$ 2.6692 respectively per U.S. Dollar (the rate provided for reference purposes). The accounting principles adopted under USGAAP differ in certain respects from accounting principles generally accepted in Brazil (Brazilian GAAP), which the Company uses to prepare its statutory financial statements.
The results of the three-month period ended March 31, 2006 are not necessarily indicative of the results that might be expected for the full year ending December 31, 2006. The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended December 31, 2005.
For further information, refer to the consolidated financial statements for the year ended December 31, 2005 and footnotes thereto included in the Companys financial statements filled with the SEC.
2. Stock-Based Compensation
Stock options. The Company accounts for stock-based compensation under the fair value method in accordance with SFAS 123(R), Share-Based Payment, which superseded APB Opinion No. 25, Accounting for Stock Issued to Employees, after December 2005. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.
SFAS 123(R) permits companies to adopt its requirements using either a modified prospective method, or a modified retrospective method. Under the modified prospective method, compensation cost is recognized in the financial statements for new awards and to awards modified, repurchased, or cancelled after the required effective date. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the required effective date shall be recognized as the requisite service is rendered on or after the required effective date. The Company has adopted SFAS 123(R) in the first quarter of 2006 using the modified prospective method. The impact of this change in accounting principle in the first quarter was to increase stock-based employee compensation expense by R$ 242, resulting in total stock-based employee compensation expense in the first quarter of R$ 2,027.
F - 7
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
2. Stock-Based Compensation (Continued)
The following table illustrates the effect on net income and earnings per common and preferred share as if the fair value method to measure stock-based compensation had been applied as required under the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended for the three month ended March 31, 2005:
Net income, as reported | R$ 131,084 | |
Add: Stock-based employee compensation using intrinsic value | 2,129 | |
Deduct: Stock-based employee compensation expense determined | ||
under the fair value method | (1,365) | |
Pro forma net income | R$ 131,848 | |
Earnings per common and preferred shares: | ||
Basic as reported and pro forma | 0.70 | |
Diluted as reported and pro forma | 0.70 | |
Diluted as reported | 0.70 | |
Diluted pro forma | 0.70 |
The fair value for these stock options was estimated at the date of grant using the Black Scholes option-pricing model assuming an expected dividend yield of 1.5%, expected volatility of approximately 43%, weighted average risk-free interest rate of 15%, and an expected average life of 3.9 years.
3. Transactions with Related Parties
The Company has an exclusive bus transportation agreement with related companies Breda Transportes e Serviços S.A. and Expresso União Ltda. During the first quarter of 2006, the Company paid R$ 615 and R$ 91 to these companies, respectively.
The Company also has a five-year office space lease agreement with Áurea Administração e Participações S.A. for the lease of headquarters located at Rua Tamoios, 246 in São Paulo. The lease agreement provides for monthly payments, adjusted by the IGP-M inflation index. During the first quarter of 2006, the Company paid R$ 99 to this company.
The payments to and from the related parties in the normal course of business were based on prevailing market rates.
4. Shareholders Equity
Brazilian corporations are allowed to attribute interest on shareholders equity. The calculation is based on the shareholders equity amounts as stated in the statutory accounting records and the interest rate applied may not exceed the long term interest rate (TJLP) determined by the Brazilian Central Bank (approximately 9% pa, for the first quarter of 2006). For the quarter ended March 31, 2006, the Companys statutory consolidated financial statements presented a net profit of R$ 160,678 (R$ 112,472 in 2005). The Company accrued a total of R$43,470 of interim dividends payable (represented by R$ 35,391 of interest on stockholders equity and R$8,079 of dividends) for payment on May 23, 2006, which is also included in current liabilities.
F - 8
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
5. Lease and Other Commitments
The Company leases all aircraft, as well as airport terminal space, other airport facilities, office space and other equipment. At March 31, 2006, the Company leased 45 aircraft under operating leases (as compared to 42 aircraft at December 31, 2005), with initial lease term expiration dates ranging from 2006 to 2014.
Future minimum lease payments under non-cancelable operating leases are denominated in US dollars. Such leases with initial or remaining terms in excess of one year at March 31, 2006 were as follows:
Thousands of R$ | Thousands of US$ | |||||||||||
Aircraft | Other | Total | Aircraft | Other | Total | |||||||
2006 | 191,929 | 7,955 | 199,884 | 88,349 | 3,662 | 92,011 | ||||||
2007 | 244,647 | 9,913 | 254,560 | 112,616 | 4,563 | 117,179 | ||||||
2008 | 179,466 | 8,299 | 187,765 | 82,612 | 3,820 | 86,432 | ||||||
2009 | 137,204 | 4,388 | 141,592 | 63,158 | 2,020 | 65,178 | ||||||
2010 | 52,507 | 2,090 | 54,597 | 24,170 | 962 | 25,132 | ||||||
After 2010 | 76,534 | - | 76,534 | 35,230 | - | 35,230 | ||||||
Total minimum Lease | ||||||||||||
payments | 882,287 | 32,645 | 914,932 | 406,135 | 15,027 | 421,162 | ||||||
During the first quarter of 2006 the Company entered into new operating lease agreements for one Boeing 737-300 aircraft and two Boeing 737-700 aircraft. Under the terms of the new leasing agreements, the Company is not required to make deposits.
The Company has a purchase contract with Boeing for 101 Boeing 737-800 Next Generation aircraft, under which the Company has 67 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 10,155 million based on the aircraft list price, including estimated amounts for contractual prices escalations and pre-delivery deposits (corresponding to approximately US$4,675 million), and are summarized as follows:
Expected Firm Order | In thousands of | Translation into | ||||
Deliveries | Brazilian Reais | thousands of US$ | ||||
2006 | 11 | 1,534,688 | 706,448 | |||
2007 | 13 | 1,867,528 | 859,661 | |||
2008 | 10 | 1,471,595 | 677,405 | |||
2009 | 11 | 1,675,878 | 771,441 | |||
2010 | 8 | 1,272,451 | 585,735 | |||
After 2010 | 14 | 2,332,795 | 1,073,833 | |||
Total | 67 | 10,154,935 | 4,674,523 | |||
As of March 31, 2006, the Company has made deposits in the amount of R$ 419,621 (US$ 193,160) related to the orders described above. The Company makes payments for aircraft acquisition utilizing the proceeds from equity financings, cash flow from operations, short-term credit lines and supplier financing.
The Company plans to finance up to 85% of the value of purchased aircraft with long-term financing guaranteed by the U.S. Exim Bank.
F - 9
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
6. Financial Instruments and Concentration of Risk
At March 31, 2006 and December 31, 2005, the Companys primary monetary assets were cash equivalents, short-term investments and assets related to aircraft leasing operations. The Companys primary monetary liabilities are related to aircraft leasing operations. All monetary assets other than those related to aircraft leasing operations included in the balance sheet are stated at amounts that approximate their fair values.
Financial instruments that expose the Company to credit risk involve mainly cash equivalents, short-term investments and accounts receivable. Credit risk on cash equivalents and short term investments related to amounts invested with major financial institutions. Credit risk on accounts receivable relates to amounts receivable from the major international credit card companies. These receivables are short-term and the majority of them settle within 30 days.
The Companys revenue is generated in Brazilian Reais (except for a small portion in Argentine Pesos and Bolivian Bolivianos from flights between Brazil, Argentina and Bolivia). However, its liabilities, particularly those related to aircraft leasing, are US dollar-denominated. The Companys currency exchange exposure at March 31, 2006 is as set forth below:
Translation into | ||||
thousands of | ||||
R$ | US$ | |||
Assets | ||||
Cash and cash equivalents | 176,614 | 81,299 | ||
Deposits for aircraft leasing contracts | 29,048 | 13,371 | ||
Prepaid aircraft and engine maintenance | 14,069 | 6,476 | ||
Advances to suppliers | 14,157 | 6,517 | ||
Other | 9,648 | 4,441 | ||
Total assets in U.S. dollars | 243,536 | 112,104 | ||
Liabilities | ||||
Foreign suppliers | 8,671 | 3,991 | ||
Leases payable | 28,727 | 13,223 | ||
Insurance premium payable | 9,562 | 4,402 | ||
46,960 | 21,616 | |||
Exchange exposure | 196,576 | 90,488 | ||
Off-balance sheet transactions exposure | ||||
Operating Leases | 914,932 | 421,162 | ||
Aircraft commitments | 10,154,935 | 4,674,523 | ||
Total exchange exposure | 10,873,291 | 5,005,197 | ||
The Companys off-balance sheet exposure represents the future obligations related to operating lease contracts and aircraft purchase contracts.
a) Fuel
Airline operations are exposed to the effects of changes in the price of aircraft fuel. Aircraft fuel consumed in the first quarter of 2006, 2005 and 2004 represented approximately 39.8%, 37.4% and 31.9% of the Companys operating expenses, respectively. To manage this risk, the Company periodically enters into crude oil option contracts and swap agreements. Because jet fuel is not traded on an organized futures exchange, liquidity for hedging is limited. However, the Company has found commodities for effective hedging of jet fuel costs, primarily crude oil. Historically, prices for crude oil are highly correlated to Brazilian jet fuel, making crude oil derivatives effective at offsetting jet fuel prices to provide short-term protection against a sharp increase in average fuel prices.
The following is a summary of the companys fuel derivative contracts (in thousands, except as otherwise indicated):
F - 10
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
6. Financial Instruments and Concentration of Risk (Continued)
a) Fuel (Continued)
03.31.2006 | 12.31.2005 | |||||
Fair value of derivative instruments at the end of the quarter | R$ 13,817 | R$ 8,464 | ||||
Average remaining term (months) | 7 | 8 | ||||
Hedged volume (barrels) | 1,116,000 | 1,431,000 |
Quarter ended March 31: | 2006 | 2005 | 2004 | |||
Hedge effectiveness gains recognized in aircraft fuel expense | R$ 628 | R$ 3,084 | N.A. | |||
Hedge ineffectiveness gains recognized in other income (expense) | - | - | N.A. | |||
Percentage of actual consumption hedged (during quarter) | 55% | 61% | 75% |
The Company utilizes financial derivatives instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. The Company currently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge over 55% and 17% of its jet fuel requirements for the second quarter and second semester of 2006, respectively, at average crude equivalent prices of approximately US$ 60.15 and US$ 60.40 per barrel, respectively.
The Company accounts for its fuel hedge derivative instruments as cash flow hedges under SFAS 133. Under SFAS 133, all derivatives designated as hedges that meet certain requirements are granted special hedge accounting treatment. Generally, utilizing the special hedge accounting, all periodic changes in fair value of the derivatives designated as hedges that are considered to be effective, as defined, are recorded in Accumulated other comprehensive income until the underlying jet fuel is consumed. As of March 31, 2006 the unrealized gain with jet fuel hedges recorded in comprehensive income was R$ 9,119, net of taxes. Ineffectiveness, as defined, results when the change in the total fair value of the derivative instrument does not equal the change in the value of the aircraft fuel being hedged. To the extent that the periodic changes in the fair value of the derivatives are not effective, that ineffectiveness is recorded to Other gains and losses in the income statement. Likewise, if a hedge ceases to qualify for hedge accounting, those periodic changes in the fair value of derivative instruments are recorded to Other gains and losses in the income statement in the period of the change. When aircraft fuel is consumed and the related derivative contract settles, any gains or losses previously deferred in other comprehensive income are recognized as aircraft fuel expense.
Outstanding financial derivative instruments expose the Company to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company does not expect any of its six counterparties to fail to meet their obligations. The amount of such credit exposure is generally the unrealized gain, if any, in such contracts. To manage credit risk, the Company selects counterparties based on credit assessments, limits overall exposure to any single counterparty and monitors the market position with each counterparty. The Company does not purchase or hold financial derivative instruments for trading purposes.
b) Exchange rates
The Company is exposed to the effects of changes in the USD exchange rate. Exchange exposure relates to amounts payable arising from USD-denominated and USD-linked expenses and payments. To manage this risk, the Company uses USD options and futures contracts.
The following is a summary of our foreign currency derivative contracts (in thousands, except as otherwise indicated):
F - 11
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
6. Financial Instruments and Concentration of Risk (Continued)
b) Exchange rates (Continued)
03.31.2006 | 12.31.2005 | |||||
Fair value of derivative instruments at the end of quarter | R$ (682) | R$ 1,249 | ||||
Longest remaining term (months) | 1 | 1 | ||||
Hedged volume | R$ 30,000 | R$ 135,129 |
Quarter ended March 31: | 2006 | 2005 | 2004 | |||
Hedge effectiveness losses recognized in operating expenses | R$ (5.383) | R$ (998) | N.A. | |||
Hedge ineffectiveness losses recognized in other income (expense) | R$ (227) | - | N.A. | |||
Percentage of expenses hedged (during quarter) | 65% | 60% | 73% |
The Company utilizes financial derivative instruments as hedges to decrease its exposure to increases in the USD exchange rate. The Company has utilized financial derivative instruments for short-term time frames. The Company accounts for its foreign currency futures derivative instruments as cash flow hedges under SFAS 133. As of March 31, 2006 the unrealized loss with exchange rates recorded in comprehensive income was R$ (450), net of taxes.
While outstanding, these contracts are recorded at fair value on the balance sheet with the effective portion of the change in their fair value being reflected in other comprehensive income. Ineffectiveness, the extent to which the change in fair value of the financial derivatives exceeds the change in the fair value of the operating expenses being hedged, is recognized in other income (expense) immediately. When operating expenses are incurred and the related derivative contract settles, any gain or loss previously deferred in other comprehensive income is recognized in operating expenses.
7. Income Taxes
The reconciliation of the reported income tax and social contribution and the amount determined by applying the composite fiscal rate at March 31, 2006 and March 31, 2005, is as follows:
Three months ended March 31, | ||||
2006 | 2005 | |||
Income before income taxes | 248,630 | 200,761 | ||
Nominal composite rate | 34% | 34% | ||
Income tax by the nominal rate | 84,534 | 68,259 | ||
Interest on stockholders equity | (12,033) | - | ||
Other permanent differences | (3,661) | 1,418 | ||
Income taxes expense | 68,840 | 69,677 | ||
F - 12
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands of Brazilian Reais)
8. Earnings per Share
The Companys preferred shares are not entitled to receive any fixed dividends. Rather, the preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to holders of the common shares. However, our preferred shares are entitled to receive distributions prior to holders of the common shares. Consequently, basic earnings per share are computed by dividing income by the weighted average number of all classes of shares outstanding during the year. Preferred shares are excluded during any loss period. The diluted preferred shares are computed including the executive employee stock options calculated using the treasury-stock method as they were granted at an exercise price less that the market price of the shares.
Three months ended March 31, | ||||
2006 | 2005 | |||
Numerator | ||||
Net income applicable to common and preferred | ||||
shareholders for basic and diluted earnings per share | 179,790 | 131,084 | ||
Denominator | ||||
Weighted-average shares outstanding for basic earnings | ||||
per share (in thousands) | 195,960 | 187,543 | ||
Effect of dilutive securities: | ||||
Executive stock options (in thousands) | 200 | 845 | ||
Adjusted weighted-average shares outstanding and | ||||
assumed conversions for diluted earnings per shares (in | ||||
thousands) | 196,160 | 188,388 | ||
9. Subsequent Events
On April 5, 2006, the Companys wholly-owned subsidiary Gol Finance closed an offering of US$200 million 8.75% perpetual notes in an offering exempt from SEC and CVM registration. Gol and its subsidiary Gol Transportes Aéreos S.A guarantee the perpetual notes. The issue was assigned a credit rating of Ba2 by Moodys. The perpetual notes are senior unsecured debt obligations of Gol Finance and have no fixed final maturity date, and are callable at par at the option of the issuer after five years. Gol intends to use the proceeds to finance a portion of its cash payments related to its fleet expansion plan.
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GOL LINHAS AÉREAS INTELIGENTES S.A.
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By: |
/S/
Richard F. Lark, Jr. | |
Name: Richard F. Lark, Jr.
Title: Vice President Finance, Chief Financial Officer
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.