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___
FEDERAL PUBLIC SERVICE | ||
CVM - BRAZILIAN SECURITIES COMMISSION | External Disclosure | |
QUARTERLY INFORMATION - ITR | June 30, 2006 | Brazilian Corporate Law |
COMMERCIAL, INDUSTRY & OTHER TYPES OF COMPANY |
REGISTRATION WITH CVM SHOULD NOT BE CONSTRUED AS AN EVALUATION OF THE COMPANY. COMPANY MANAGEMENT IS RESPONSIBLE FOR THE INFORMATION PROVIDED. |
01.01 - IDENTIFICATION
1 - CVM CODE 01956-9 |
2 - COMPANY NAME GOL LINHAS AÉREAS INTELIGENTES S.A. |
3 - CNPJ (Corporate Taxpayers ID) 06.164.253/0001-87 |
4 - NIRE (Corporate Registry ID) 35300314441 |
01.02 - HEADQUARTERS
1 - ADDRESS RUA TAMOIOS, 246 |
2 - DISTRICT JD. AEROPORTO |
||||||||
3 - ZIP CODE 04630-000 |
4 - CITY SÃO PAULO |
5 - STATE SP |
|||||||
6 - AREA CODE 011 |
7 - TELEPHONE 3169-6003 |
8 - TELEPHONE 3169-6002 |
9 - TELEPHONE - |
10 - TELEX | |||||
11 - AREA CODE 011 |
12 - FAX 3169-6257 |
13 - FAX 3169-6245 |
14 - FAX - |
||||||
15 - E-MAIL ri@golnaweb.com.br |
01.03 - INVESTOR RELATIONS OFFICER (Company Mailing Address)
1- NAME RICHARD FREEMAN LARK |
|||||||||
2 - ADDRESS RUA GOMES DE CARVALHO, 1629 |
3 - DISTRICT VILA OLÍMPIA |
||||||||
3 - ZIP CODE 04547-006 |
4 - CITY SÃO PAULO |
5 - STATE SP |
|||||||
6 - AREA CODE 011 |
7 - TELEPHONE 3169-6224 |
8 - TELEPHONE 3169-6222 |
9 - TELEPHONE - |
10 - TELEX | |||||
11 - AREA CODE 011 |
12 - FAX 3169-6257 |
13 - FAX 3169-6245 |
14 - FAX - |
||||||
15 - E-MAIL rflark@golnaweb.com.br |
01.04 - ITR REFERENCE AND AUDITOR INFORMATION
CURRENT YEAR | CURRENT QUARTER | PREVIOUS QUARTER | |||||
1 - BEGINNING |
2. END |
3 - QUARTER |
4 - BEGINNING |
5 - END |
6 - QUARTER |
7 - BEGINNING |
8 - END |
01/01/2006 | 12/31/2006 | 2 | 4/1/2006 | 6/30/2006 | 1 | 1/1/2006 | 3/31/2006 |
09 - INDEPENDENT ACCOUNTANT ERNEST & YOUNG AUDITORES INDEPENDENTES S.S. |
10 - CVM CODE 00471-5 |
||||||
11. TECHNICIAN IN CHARGE MARIA HELENA PETTERSSON |
12 TECHNICIANS CPF (INDIVIDUAL TAXPAYERS REGISTER) 009.909.788-50 |
1
01.05 - CAPITAL STOCK
Number of Shares (in thousands) |
1 - CURRENT QUARTER 6/30/2006 |
2 - PREVIOUS QUARTER 3/31/2006 |
3 - SAME QUARTER, PREVIOUS YEAR 6/30/2005 |
Paid-in Capital | |||
1 - Common | 109,448 | 109,448 | 109,448 |
2 - Preferred | 86,758 | 85,524 | 85,821 |
3 - Total | 196,206 | 195,972 | 195,269 |
Treasury Stock | |||
4 - Common | 0 | 0 | 0 |
5 - Preferred | 0 | 0 | 0 |
6 - Total | 0 | 0 | 0 |
01.06 - COMPANY PROFILE
1 - TYPE OF COMPANY Commercial, Industrial and Others |
2 - STATUS Operational |
3 - NATURE OF OWNERSHIP Domestic Private Company |
4 - ACTIVITY CODE 3140 Holding Company Transportation and Logistics Services |
5 - MAIN ACTIVITY EQUITY INTEREST MANAGEMENT |
6 - CONSOLIDATION TYPE Total |
7 - TYPE OF REPORT OF INDEPENDENT AUDITORS Unqualified |
01.07 - COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
1 ITEM | 2 - CNPJ (Corporate Taxpayers ID) | 3 - COMPANY NAME |
01.08 - CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER
1 - ITEM | 2 - EVENT | 3 - APPROVAL | 4 - TYPE | 5 - DATE OF PAYMENT | 6 - TYPE OF SHARE | 7 - AMOUNT PER SHARE |
2
01.09 - SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR
1 - ITEM | 2 - DATE OF CHANGE | 3 - CAPITAL STOCK (in thousands of reais) |
4 - AMOUNT OF CHANGE (in thousands of reais) |
5 - NATURE OF CHANGE | 7 - NUMBER OF SHARES ISSUED (Thousands) | 8 -SHARE PRICE WHEN ISSUED (in Reais) |
01.10 - INVESTOR RELATIONS OFFICER
1 DATE 7/13/2006 |
2 SIGNATURE |
3
02.01 - BALANCE SHEET - ASSETS (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2006 |
4 3/31/2006 |
1 | Total Assets | 1,823,694 | 1,856,755 |
1.01 | Current Assets | 511,192 | 591,453 |
1.01.01 | Cash Equivalents | 458,478 | 193,268 |
1.01.01.01 | Cash and Banks | 109,204 | 32,670 |
1.01.01.02 | Short-term investments | 349,274 | 160,598 |
1.01.02 | Credits | 0 | 0 |
1.01.03 | Inventories | 0 | 0 |
1.01.04 | Others | 52,714 | 398,185 |
1.01.04.01 | Deferred Taxes and Carryforwards | 29,906 | 12,709 |
1.01.04.02 | Prepaid Expenses | 813 | 844 |
1.01.04.03 | Dividends Receivable | 21,995 | 384,632 |
1.02 | Long-Term Assets | 42,636 | 54,861 |
1.02.01 | Sundry Credits | 42,281 | 54,712 |
1.02.01.01 | Deferred Taxes | 42,281 | 54,712 |
1.02.02 | Credit with Related Parties | 0 | 0 |
1.02.02.01 | Affiliates | 0 | 0 |
1.02.02.02 | Subsidiaries | 0 | 0 |
1.02.02.03 | Other Related Parties | 0 | 0 |
1.02.03 | Others | 355 | 149 |
1.03 | Permanent Assets | 1,269,866 | 1,210,441 |
1.03.01 | Investments | 1,269,866 | 1,210,441 |
1.03.01.01 | In Affiliates | 0 | 0 |
1.03.01.02 | In Subsidiaries | 1,269,866 | 1,210,441 |
1.03.01.03 | Other Investments | 0 | 0 |
1.03.02 | Property, plant and equipment | 0 | 0 |
1.03.03 | Deferred charges | 0 | 0 |
4
02.02 - BALANCE SHEET - LIABILITIES (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2006 |
4 3/31/2006 |
2 | Total Liabilities | 1,823,694 | 1,856,755 |
2.01 | Current Liabilities | 66,132 | 162,635 |
2.01.01 | Loans and Financing | 0 | 0 |
2.01.02 | Debentures | 0 | 0 |
2.01.03 | Suppliers | 584 | 0 |
2.01.04 | Taxes, Charges and Contributions | 4,006 | 18,039 |
2.01.05 | Dividends Payable | 61,542 | 143,618 |
2.01.06 | Provisions | 0 | 0 |
2.01.07 | Debts with Related Parties | 0 | 0 |
2.01.08 | Others | 0 | 978 |
2.02 | Long-Term Liabilities | 0 | 0 |
2.02.01 | Loans and Financing | 0 | 0 |
2.02.02 | Debentures | 0 | 0 |
2.02.03 | Provisions | 0 | 0 |
2.02.04 | Debts with Related Parties | 0 | 0 |
2.02.05 | Others | 0 | 0 |
2.03 | Deferred Income | 0 | 0 |
2.05 | Shareholders Equity | 1,757,562 | 1,694,120 |
2.05.01 | Paid-Up Capital | 993,181 | 992,943 |
2.05.02 | Capital Reserve | 89,556 | 89,556 |
2.05.03 | Revaluation Reserve | 0 | 0 |
2.05.03.01 | Own Assets | 0 | 0 |
2.05.03.02 | Subsidiaries/Affiliates | 0 | 0 |
2.05.04 | Profit Reserves | 674,825 | 611,621 |
2.05.04.01 | Legal | 0 | 0 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Realizable Profit | 0 | 0 |
2.05.04.05 | Profit Retention | 669,070 | 602,952 |
2.05.04.06 | Special for Non-Distributed Dividends | 0 | 0 |
2.05.04.07 | Other Profit Reserves | 5,755 | 8,669 |
2.05.04.07.01 | Unrealized hedge result, net | 5,755 | 8,669 |
2.05.05 | Accrued Profit/Loss | 0 | 0 |
5
03.01 - STATEMENT OF INCOME (in thousands of reais)
1 - CODE | 2 DESCRIPTION | 3 4/1/2006 to 6/30/2006 |
4 - 1/1/2006 to 6/30/2006 |
5 - 4/1/2005 to 6/30/2005 |
6 - 1/1/2005 to 6/30/2005 |
3.01 | Gross Revenue from Sales and/or Services | 0 | 0 | 0 | 0 |
3.02 | Gross Revenue Deductions | 0 | 0 | 0 | 0 |
3.03 | Net Revenue from Sales and/or Services | 0 | 0 | 0 | 0 |
3.04 | Cost of Goods and Services Sold | 0 | 0 | 0 | 0 |
3.05 | Gross Income | 0 | 0 | 0 | 0 |
3.06 | Operating Expenses/Revenue | 61,352 | 176,927 | 43,744 | 156,216 |
3.06.01 | Sales | 0 | 0 | 0 | 0 |
3.06.02 | General and Administrative | (2,960) | (4,707) | (78) | (277) |
3.06.03 | Financial | (25,341) | (52,507) | (2,640) | (1,806) |
3.06.03.01 | Financial Revenues | 12,947 | (75,422) | 12,358 | 13,897 |
3.06.03.02 | Financial Expenses | (38,288) | 22,915 | (14,998) | (15,703) |
3.06.04 | Other Operating Revenues | 0 | 0 | 0 | 0 |
3.06.05 | Other Operating Expenses | 0 | 0 | 0 | 0 |
3.06.06 | Equity in the Earnings | 89,653 | 234,141 | 46,462 | 158,299 |
3.07 | Operating Income | 61,352 | 176,927 | 43,744 | 156,216 |
3.08 | Non-Operating Income | 0 | 0 | 0 | 0 |
3.08.01 | Revenues | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
3.09 | Income Before Tax/Holding | 61,352 | 176,927 | 43,744 | 156,216 |
3.10 | Provision for Income Tax and Social Contribution | 0 | 0 | 0 | 0 |
3.11 | Deferred Income Tax | 4,765 | 14,477 | 0 | 0 |
3.12 | Statutory Holding/Contributions | 0 | 0 | 0 | 0 |
3.12.01 | Holdings | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of Interest on Own Capital | 32,052 | 67,443 | 0 | 0 |
3.15 | Income/Loss for the Period | 98,169 | 258,847 | 43,744 | 156,216 |
No. SHARES, EX-TREASURY (in thousands) | 196,206 | 196,206 | 195,269 | 195,269 | |
EARNINGS PER SHARE | 0.50034 | 1.31926 | 0.22402 | 0.80000 | |
LOSS PER SHARE |
6
04.01 - NOTES TO THE FINANCIAL STATEMENTS |
7
05.01 - COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER |
Comments on the Companys performance will be presented in chart 8, considering only consolidated results.
8
06.01 CONSOLIDATED BALANCE SHEET - ASSETS (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2006 |
4 3/31/2006 |
1 | Total Assets | 2,944,136 | 2,428,384 |
1.01 | Current Assets | 1,974,924 | 1,609,662 |
1.01.01 | Cash Equivalents | 1,255,323 | 912,805 |
1.01.01.01 | Cash and Banks | 448,315 | 186,530 |
1.01.01.02 | Short-term investments | 807,008 | 726,275 |
1.01.02 | Credits | 601,742 | 603,816 |
1.01.02.01 | Accounts Receivable | 562,297 | 584,031 |
1.01.02.02 | Allowance for doubtful accounts | (6,591) | (5,808) |
1.01.02.03 | Deferred Taxes and Carryforwards | 46,036 | 25,593 |
1.01.03 | Inventories | 49,060 | 38,039 |
1.01.04 | Others | 68,799 | 55,002 |
1.01.04.01 | Prepaid Expenses | 47,572 | 47,934 |
1.01.04.02 | Other Credits and Values | 21,227 | 7,068 |
1.02 | Long-Term Assets | 163,975 | 147,899 |
1.02.01 | Sundry Credits | 115,030 | 108,429 |
1.02.01.01 | Deposits for Leasing contracts | 49,549 | 28,790 |
1.02.01.02 | Deferred Taxes and Carryforwards | 65,481 | 79,639 |
1.02.02 | Credit with Related Parties | 0 | 0 |
1.02.02.01 | Affiliates | 0 | 0 |
1.02.02.02 | Subsidiaries | 0 | 0 |
1.02.02.03 | Other Related Parties | 0 | 0 |
1.02.03 | Others | 48,945 | 39,470 |
1.03 | Permanent Assets | 805,237 | 670,823 |
1.03.01 | Investments | 2,396 | 1,692 |
1.03.01.01 | In Affiliates | 0 | 0 |
1.03.01.02 | In Subsidiaries | 0 | 0 |
1.03.01.03 | Other Investments | 2,396 | 1,692 |
1.03.02 | Property, plant and equipment | 802,841 | 669,131 |
1.03.03 | Deferred charges | 0 | 0 |
9
06.02 CONSOLIDATED BALANCE SHEET - LIABILITIES (in thousands of Reais)
1 - CODE | 2 - DESCRIPTION | 3 6/30/2006 |
4 3/31/2006 |
2 | Total Liabilities | 2,944,136 | 2,428,384 |
2.01 | Current Liabilities | 595,344 | 709,430 |
2.01.01 | Loans and Financing | 107,409 | 104,459 |
2.01.02 | Debentures | 0 | 0 |
2.01.03 | Suppliers | 46,502 | 70,656 |
2.01.04 | Taxes, Charges and Contributions | 88,556 | 107,998 |
2.01.04.01 | Provision for income tax and social contribution | 71,836 | 81,394 |
2.01.04.02 | Airport Fees and Duties Payable | 16,720 | 26,604 |
2.01.05 | Dividends Payable | 27,836 | 143,618 |
2.01.06 | Provisions | 0 | 0 |
2.01.07 | Debts with Related Parties | 0 | 0 |
2.01.08 | Others | 325,041 | 282,699 |
2.01.08.01 | Payroll and related charges | 58,389 | 28,104 |
2.01.08.02 | Airtraffic liabilities | 229,696 | 185,542 |
2.01.08.03 | Other liabilities | 36,956 | 69,053 |
2.02 | Long-Term Liabilities | 591,230 | 24,834 |
2.02.01 | Loans and Financing | 565,895 | 0 |
2.02.02 | Debentures | 0 | 0 |
2.02.03 | Provisions | 0 | 0 |
2.02.04 | Debts with Related Parties | 0 | 0 |
2.02.05 | Others | 25,335 | 24,834 |
2.02.05.01 | Accounts Payable and Provisions | 25,335 | 24,834 |
2.03 | Deferred Income | 0 | 0 |
2.04 | Minority Interest | 0 | 0 |
2.05 | Shareholders Equity | 1,757,562 | 1,694,120 |
2.05.01 | Paid-Up Capital Stock | 993,181 | 992,943 |
2.05.02 | Capital Reserve | 89,556 | 89,556 |
2.05.03 | Revaluation Reserve | 0 | 0 |
2.05.03.01 | Own Assets | 0 | 0 |
2.05.03.02 | Subsidiaries/Affiliates | 0 | 0 |
2.05.04 | Profit Reserves | 674,825 | 611,621 |
2.05.04.01 | Legal | 0 | 0 |
2.05.04.02 | Statutory | 0 | 0 |
2.05.04.03 | For Contingencies | 0 | 0 |
2.05.04.04 | Realizable Profit | 0 | 0 |
2.05.04.05 | Profit Retention | 669,070 | 602,952 |
2.05.04.06 | Special for Non-Distributed Dividends | 0 | 0 |
2.05.04.07 | Other Profit Reserves | 5,755 | 8,669 |
2.05.04.07.01 | Unrealized Hedge Result, Net | 5,755 | 8,669 |
2.05.05 | Accrued Profit/Loss | 0 | 0 |
10
07.01 CONSOLIDATED STATEMENT OF INCOME (in thousands of Reais)
1 - CODE | 2 DESCRIPTION | 3 4/1/2006 to 6/30/2006 | 4 - 1/1/2006 to 6/30/2006 | 5 - 4/1/2005 to 6/30/2005 | 6 - 1/1/2005 to 6/30/2005 |
3.01 | Gross Revenue from Sales and/or Services | 877,615 | 1,774,464 | 585,182 | 1,199,591 |
3.02 | Gross Revenue Deductions | (33,587) | (67,420) | (23,014) | (48,264) |
3.03 | Net Revenue from Sales and/or Services | 844,028 | 1,707,044 | 562,168 | 1,151,327 |
3.04 | Cost of Goods and Services Sold | (587,973) | (1,132,582) | (417,135) | (771,669) |
3.05 | Gross Income | 256,055 | 574,462 | 145,033 | 379,658 |
3.06 | Operating Expenses/Revenue | (140,160) | (274,285) | (74,432) | (138,294) |
3.06.01 | Sales | (103,630) | (202,960) | (78,576) | (150,657) |
3.06.02 | General and Administrative | (33,070) | (57,269) | (11,325) | (23,493) |
3.06.03 | Financial | (3,460) | (14,056) | 15,469 | 35,856 |
3.06.03.01 | Financial Revenues | 74,457 | 117,264 | 50,149 | 88,145 |
3.06.03.02 | Financial Expenses | (77,917) | (131,320) | (34,680) | (52,289) |
3.06.04 | Other Operating Revenues | 0 | 0 | 0 | 0 |
3.06.05 | Other Operating Expenses | 0 | 0 | 0 | 0 |
3.06.06 | Equity in the Earnings | 0 | 0 | 0 | 0 |
3.07 | Operating Income | 115,895 | 300,177 | 70,601 | 241,364 |
3.08 | Non-Operating Income | 0 | 0 | 0 | 0 |
3.08.01 | Revenues | 0 | 0 | 0 | 0 |
3.08.02 | Expenses | 0 | 0 | 0 | 0 |
3.09 | Income Before Tax/Holding | 115,895 | 300,177 | 70,601 | 241,364 |
3.10 | Provision for Income Tax and Social Contribution | (53,655) | (129,325) | (23,198) | (84,529) |
3.11 | Deferred Income Tax | 3,877 | 20,552 | (3,659) | (619) |
3.12 | Statutory Holding/Contributions | 0 | 0 | 0 | 0 |
3.12.01 | Holdings | 0 | 0 | 0 | 0 |
3.12.02 | Contributions | 0 | 0 | 0 | 0 |
3.13 | Reversal of Interest on Own Capital | 32,052 | 67,443 | 0 | 0 |
3.14 | Minority Interest | 0 | 0 | 0 | 0 |
3.15 | Income/Loss for the Period | 98,169 | 258,847 | 43,744 | 156,216 |
No. SHARES, EX-TREASURY (in thousands) | 196,206 | 196,206 | 195,269 | 195,269 | |
EARNINGS PER SHARE | 0.50034 | 1.31926 | 0.22402 | 0.80000 | |
LOSS PER SHARE |
11
08.01 - COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER |
12
16.01 OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY |
Shareholders of Gol Linhas Aéreas Inteligentes S.A. holding more than 5% of the voting capital, up to the individual level, on June 30 2006:
Common | Preferred | |||||||||||
Shareholders | Shares | % | Shares | % | Total | % | ||||||
FIP ASAS | 107,590,772 | 98.30 | 34,845,638 | 40.16 | 142,436,410 | 72.60 | ||||||
Gilder, Gagnon, Howe & Co.* | - | - | 12,202,516 | 14.07 | 12,202,516 | 6.21 | ||||||
Other | 1,857,725 | 1.70 | 39,709,815 | 45.77 | 41,567,540 | 21.19 | ||||||
Total | 109,448,497 | 100.00 | 86,757,969 | 100.00 | 196,206,466 | 100.00 | ||||||
Shareholders of the Investment Fund in Holdings ASAS up to the individual level, on June 30, 2006:
Shareholders | Quotas | % | ||
Henrique Constantino | 9,587 | 25.00 | ||
Ricardo Constantino | 9,587 | 25.00 | ||
Joaquim Constantino Neto | 9,587 | 25.00 | ||
Constantino de Oliveira Junior | 9,587 | 25.00 | ||
Total | 38,348 | 100.00 | ||
Table indicating the direct and indirect stake of the Controlling Shareholder, Board of Directors and Board of Executive Officers of Gol Linhas Aéreas Inteligentes S.A. on June 30, 2006:
Common | Preferred | |||||||||||
Shareholders | Shares | % | Shares | % | Total | % | ||||||
Controlling Shareholder | 107,590,772 | 98.30 | 34,845,639 | 40.16 | 142,436,410 | 72.59 | ||||||
Board Members | 1,857,719 | 1.70 | - | - | 1,857,719 | 0.95 | ||||||
Fiscal Council Members | - | - | - | - | - | - | ||||||
Executive Officers | - | - | 883,912 | 1.02 | 883,912 | 0.45 | ||||||
Market | 6 | - | 51,028,419 | 58.82 | 51,028,425 | 26.01 | ||||||
Total | 109,448,497 | 100.00 | 86,757,969 | 100.00 | 196,206,466 | 100.00 | ||||||
On June 30, 2006 the number of outstanding shares was 51,028,419 corresponding to 26.01% of the total shares.
The Company has an Audit Council. The Company does not have a Fiscal Council.
The Company is in accordance with the rules issued by the National Monetary Council, by the Central Bank of Brazil and by the Securities and Exchange Commission, as well as the other rules applicable to the operation of the general capital markets, in addition to those in the Regulation, in the Agreement of Adoption of Differentiated Practices of Corporate Governance Level 2 of BOVESPA and in the Regulation of Arbitration of the Market Arbitration Chamber.
13
Table indicating the direct and indirect stake of the Controlling Shareholder, Board of Directors and Board of Executive Officers of Gol Linhas Aéreas Inteligentes S.A. on June 30, 2005:
Common | Preferred | |||||||||||
Shareholders | Shares | % | Shares | % | Total | % | ||||||
Controlling Shareholder | 109,448,477 | 100.00 | 31,493,863 | 36.70 | 140,942,340 | 72.18 | ||||||
Board Members | 14 | - | 8 | - | 22 | - | ||||||
Other | 6 | - | 4,371,686 | 5.10 | 4,371,692 | 2.24 | ||||||
Market | - | - | 49,955,000 | 58.20 | 49,955,000 | 25.58 | ||||||
Total | 109,448,497 | 100.00 | 85,820,557 | 100.00 | 195,269,054 | 100.00 | ||||||
On June 30, 2005 the number of outstanding shares was 49,955,000 corresponding to 25.58% of the total shares.
14
17.01 SPECIAL REVIEW REPORT - UNQUALIFIED |
15
TABLE OF CONTENTS
GROUP | TABLE | DESCRIPTION | PAGE |
01 | 01 | IDENTIFICATION | 1 |
01 | 02 | HEADQUARTERS | 1 |
01 | 03 | INVESTOR RELATIONS OFFICER (Company Mailing Address) | 1 |
01 | 04 | ITR REFERENCE AND AUDITOR INFORMATION | 1 |
01 | 05 | CAPITAL STOCK | 2 |
01 | 06 | COMPANY PROFILE | 2 |
01 | 07 | COMPANIES NOT INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS | 2 |
01 | 08 | CASH DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER | 2 |
01 | 09 | SUBSCRIBED CAPITAL AND CHANGES IN THE CURRENT YEAR | 3 |
01 | 10 | INVESTOR RELATIONS OFFICER | 3 |
02 | 01 | BALANCE SHEET - ASSETS | 4 |
02 | 02 | BALANCE SHEET - LIABILITIES | 5 |
03 | 01 | STATEMENT OF INCOME | 6 |
04 | 01 | NOTES TO THE FINANCIAL STATEMENTS | 7 |
05 | 01 | COMMENTS ON THE COMPANYS PERFORMANCE IN THE QUARTER | |
06 | 01 | CONSOLIDATED BALANCE SHEET - ASSETS | |
06 | 02 | CONSOLIDATED BALANCE SHEET - LIABILITIES | |
07 | 01 | CONSOLIDATED STATEMENT OF INCOME | |
08 | 01 | COMMENTS ON THE CONSOLIDATED PERFORMANCE IN THE QUARTER | |
16 | 01 | OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY | |
17 | 01 | SPECIAL REVIEW REPORT |
16
1. Business Overview
Gol Linhas Aéreas Inteligentes S.A. (Company or GLAI) is the parent company of Gol Transportes Aéreos S.A. (GOL), a low-cost low-fare airline company based in Brazil, which provides regular air transportation services among the main Brazilian cities and also for cities in Argentina, Bolivia, Paraguay and Uruguay. The Companys strategy is to grow and increase results of its businesses, popularizing and stimulating demand for safe air transportation in South America for business and leisure passengers, keeping its costs among the lowest in the industry world wide. The Companys fleet, simplified and with a single class of services, ranks among the sectors newest and most modern, with low maintenance, fuel and training costs and high utilization and efficiency levels.
GOL started its operations at January 15, 2001 and at June 30, 2006 it operated a 50-aircraft fleet, comprised of 9 Boeing 737-800, 26 Boeing 737-700 and 15 Boeing 737-300. During the six first months of 2006, the Company inaugurated 5 new destinations, increasing served destinations to 50 (44 in Brazil, 3 in Argentina, 1 in Bolivia, 1 in Paraguay and 1 in Uruguay).
At June 30, 2006 and March 31, 2006, the Companys share ownership structure is as follows:
03.31.2006 | 12.31.2005 | |||||||||||
Common | Preferred | Total | Common | Preferred | Total | |||||||
Aeropar Participações | ||||||||||||
S.A. | - | - | - | 100.00% | - | 55.85% | ||||||
Fundo de Investimento | ||||||||||||
ASAS | 98.30% | 40.16% | 72.60% | - | 40.27% | 17.78% | ||||||
Others | 1.70% | - | 0.95% | - | - | - | ||||||
Market | - | 59.84% | 26.46% | - | 59.73% | 26.37% | ||||||
100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
2. Basis of Preparation and Presentation of the Quarterly Information
The Quarterly Information were prepared in accordance with the generally accepted accounting principles in Brazil and the provisions contained in the Brazilian Corporation Law, in the Chart of Accounts prepared by the Civil Aviation Department DAC (now Civil Aviation National Agency ANAC) and the supplementary rules of the Brazilian Securities and Exchange Commission CVM, consistently applied to the financial statements for the year ended December 31, 2005.
The Quarterly Information includes the accounts of Gol Linhas Aéreas Inteligentes S.A. and its controlled enterprises Gol Transportes Aéreos S.A., GAC Inc., Gol Finance LLP e Gol Finance. The consolidation process of patrimonial and result accounts consolidation consists in summing horizontally the balances of the assets, liabilities, revenues and expenses accounts, according to their nature, added to the elimination of the parent companys participation in the equity.
The Quarterly Information are presented in compliance with the pronouncement of IBRACON NPC 27 Accounting Statements Presentation and Disclosures.
The Quarterly Information includes in the appendix I, as supplementary information, the statement of cash flow prepared by the indirect method, from accounting records, based on the guidelines of IBRACON Brazilian Institute of Independent Auditors. Management considers this information material to the market.
The Company has adopted the Level 2 Differentiated Corporate Governance Practices with the São Paulo Stock Exchange BOVESPA, starting to integrate indices of Shares with Differentiated Corporate Governance IGC, Shares with Differentiated Tag Along ITAG and Corporate
17
Sustainability ISE, created to differ companies committed to adopting differentiated corporate governance practices. The Companys Quarterly Information comprise the additional requirements of BOVESPA Novo Mercado.
a) Information on disclosures made based on USGAAP
The accounting practices adopted in Brazil differ from accounting principles generally accepted in the United States USGAAP applicable to the air transportion segment, especially the allocation of maintenance expenses to income. At June 30, 2006, the net income for the year, in accordance with accounting practices adopted in Brazil (BRGAAP), was R$ 27,629 lower (R$ 88,729 at December 31, 2005) due to this difference and the respective tax effects in comparison with net income under USGAAP. At this same date, shareholders equity presented in the Companys corporate Quarterly Information was R$ 279,752 (R$ 249,416 at December 31, 2005) lower due to, mainly, the accumulated difference in the allocation of maintenance expenses and respective tax effects, also as the result of the accounting for stock options granted to executives and employees. There are also certain differences in the classification of assets, liabilities and income items. The Company discloses significant information on transactions in a consistent way in the corporate Quarterly Information and in accordance with USGAAP.
3. Cash and Cash Equivalents and short-term investments
Parent Company | Consolidated | |||||||
03.31.2006 | 03.31.2006 | 03.31.2006 | 03.31.2006 | |||||
Cash and cash equivalents | ||||||||
Cash and banks | 3,831 | 8,064 | 58,258 | 62,899 | ||||
Financial Investments | ||||||||
Fixed income | 41,618 | 1,064 | 83,287 | 26,996 | ||||
Variable income | 156 | - | 487 | - | ||||
Government securities | - | - | - | 2,966 | ||||
Government securities overseas | - | - | 212,313 | - | ||||
Bank Deposit Certificates | ||||||||
CDB | 63,599 | 23,542 | 93,970 | 93,669 | ||||
109,204 | 32,670 | 448,315 | 186,530 | |||||
Short-term Investments | ||||||||
Local currency | ||||||||
Bank Deposit Certificates | ||||||||
CDB | 235,992 | 10,479 | 280,611 | 215,392 | ||||
Government securities | 113,282 | 150,119 | 113,282 | 349,826 | ||||
Fixed income investments | ||||||||
overseas | - | - | 413,115 | 161,057 | ||||
349,274 | 160,598 | 807,008 | 726,275 | |||||
Financial investments in CDB (Bank Deposit Certificate) have an average remuneration, net of taxes, of approximately 1.16% per month, based on the CDI (Interbank Deposit Certificate) variation, and may be redeemed at any time without loss of the recognized revenue. Fixed income investments overseas refer to government securities issued by the Austrian Government that earn interest, net of taxes, of 1.03% per month and government securities issued by the U.S. Government (T-Bills) and securities issued by international banks (time deposits and swaps) that conjunctly bear interest of approximately 1.14% per month.
The Company and its subsidiary Gol Transportes Aéreos S.A. hold 100% of the quotas of exclusive investment funds, constituted as mutual fund with indefinite term and with tax neutrality, resulting in benefits to their quota holders. Investments in exclusive investment funds have daily liquidity.
18
The exclusive fund portfolio management is carried out by external managers who follow the investment policies established by the Company.
Based on the financial statements of the exclusive funds, prepared according to the rules of the Central Bank of Brazil BACEN, these investments are classified as securities for trading, appraised at market value, whose earnings are reflected in financial revenues.
Financial assets integrating fund portfolios are recorded, as applicable, in the Special System for Settlement and Custody SELIC, in the Brazilian Custody and Settlement Chamber CETIP or on the Brazilian Mercantile and Futures Exchange BM&F.
Investment funds take part in operations comprising financial derivative instruments recorded in equity or compensation accounts that aim to manage the Companys exposure to market risks and foreign exchange rates. The value of financial investments linked to hedge agreement guarantees was R$17,325 as of June 30, 2006. Information concerning risk management policies and the positions of open derivative financial instruments are detailed in Note 17.
4. Accounts receivable
Consolidated | ||||
June 30, 2006 | March 31, 2006 | |||
Credit Cards Administrators | 444,283 | 491,205 | ||
Travel Agencies | 88,896 | 78,497 | ||
Cargo Agencies | 10,371 | 6,388 | ||
Other | 18,747 | 7,941 | ||
562,297 | 584,031 | |||
Allowance for doubtful accounts | (6,591) | (5,808) | ||
555,706 | 578,223 | |||
The variation in the allowance for doubtful accounts is as follows:
Consolidated | ||||
June 30, 2006 | March 31, 2006 | |||
Balances in the beginning of the period | 5,808 | 4,890 | ||
Additions | 1,314 | 1,326 | ||
Recoveries | (531) | (408) | ||
Final balances of the period | 6,591 | 5,808 | ||
19
The ageing of the accounts receivable is as follows:
Consolidated | ||||
June 30, 2006 | March 31, 2006 | |||
Not past-due | 552,907 | 576,516 | ||
Past-due for less than 30 days | 2,799 | 1,707 | ||
Past-due for 31 to 60 days | 602 | 751 | ||
Past-due for 61 to 90 days | 791 | 770 | ||
Past-due for 91 to 180 days | 2,025 | 1,896 | ||
Past-due for 181 to 360 days | 2,533 | 1,359 | ||
Past-due for more than 360 days | 640 | 1,032 | ||
562,297 | 584,031 | |||
5. Deferred Taxes, Recoverable Taxes or Carryforwards, Short and Long-Term
Parent Company | Consolidated | |||||||
03.31.2006 | 03.31.2006 | 03.31.2006 | 03.31.2006 | |||||
Recoverable taxes or carryforwards | ||||||||
PIS and Cofins credits | 26 | - | 2,033 | 806 | ||||
Prepayment of IRPJ and CSSL | 6,985 | 5,799 | 8,553 | 7,802 | ||||
Credit of IRRF on financial investments | 5,275 | 5,031 | 6,593 | 6,592 | ||||
Other | 423 | 989 | 5,828 | 4,556 | ||||
12,709 | 11,819 | 23,007 | 19,756 | |||||
Deferred income tax and social contribution | ||||||||
Accumulated tax losses and social | ||||||||
contribution | ||||||||
negative basis | 59,478 | 55,602 | 59,478 | 54,712 | ||||
Tax credits arising from incorporation | - | - | 16,540 | 17,999 | ||||
Temporary differences | - | - | 12,492 | 12,765 | ||||
59,478 | 55,602 | 88,510 | 85,476 | |||||
Short-Term | (29,906) | (12,709) | (46,036) | (25,593) | ||||
Long-Term | 42,281 | 54,712 | 65,481 | 79,639 | ||||
Tax credits resulting from accumulated deficit and social contribution negative basis were recorded based on the expectation of the generation of future taxable income observing legal limitations. According to Instruction No. 371 of July 27, 2002, the following table shows the expectancy of the generation of a positive basis of calculation to be realized in the following years in an amount sufficient for the realization of the tax credits, accounted for by the Company and supported by its business plans approved by the Board of Directors:
2007 | 2008 | 2009 | 2010 | Total | ||||||
Forecasted realization | 23,029 | 31,957 | 22,946 | 10,578 | 88,510 |
6. Investments in Subsidiaries
Turnover of investments:
20
Gol | Gol Finance | GAC | Gol | Total | ||||||
Transportes | LLP | Inc. | Finance | investments | ||||||
Aéreos S.A. | ||||||||||
Balances at March 31, | ||||||||||
2006 | 799.471 | 410.970 | - | - | 1.210.441 | |||||
Capital increase | - | - | - | - | - | |||||
Equity accounting | 59,093 | (7,607) | 2,181 | 3 | 53,670 | |||||
Unrealized hedge | ||||||||||
results | 5,755 | - | - | - | 5,755 | |||||
Balance at June 30, | ||||||||||
2006 | 864,319 | 403,363 | 2,181 | 3 | 1,269,866 | |||||
7. Property, Plant and Equipment
06.30.2006 | 03.31.2006 | |||||||||
Annual | ||||||||||
depreciation | Cost | Accumulated | ||||||||
rate | Depreciation | Net value | Net value | |||||||
Flight equipment | ||||||||||
Spare engines | 20% | 54,202 | - | 54,202 | 54,132 | |||||
Replacement part kits | 20% | 207,678 | (83,004) | 124,674 | 111,992 | |||||
Aircraft and safety equipment | 20% | 912 | (208) | 704 | 625 | |||||
Tools | 10% | 2,886 | (371) | 2,515 | 1,973 | |||||
265,678 | (83,583) | 182,095 | 168,722 | |||||||
Property, plant and equipment in | ||||||||||
service | ||||||||||
Software licenses | 20% | 20,981 | (7,906) | 13,075 | 13,476 | |||||
Vehicles | 20% | 2,287 | (1,019) | 1,268 | 928 | |||||
Machinery and equipment | 10% | 6,758 | (814) | 5,944 | 5,043 | |||||
Furniture and fixtures | 10% | 6,626 | (1,208) | 5,418 | 3,835 | |||||
Computers and peripherals | 20% | 9,847 | (3,512) | 6,335 | 4,637 | |||||
Communication equipment | 10% | 1,252 | (259) | 993 | 917 | |||||
Facilities | 10% | 2,243 | (261) | 1,982 | 1,745 | |||||
Brand names and patents | - | 37 | - | 37 | 37 | |||||
Leasehold improvements | 4% | 3,589 | (1,173) | 2,416 | 2,810 | |||||
Work in progress | - | 72,036 | (7,281) | 64,755 | 47,360 | |||||
125,656 | (23,433) | 102,223 | 80,788 | |||||||
391,334 | (107,016) | 284,318 | 249,510 | |||||||
Advances for aircraft acquisition | - | 518,523 | - | 518,523 | 419,621 | |||||
909,857 | (107,016) | 802,841 | 669,131 | |||||||
Advances for aircraft acquisition refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of 67 Boeing 737-800 Next Generation (31 aircraft at March 31, 2006), as further explained in Note 15, and capitalized interest of R$ 26,496 are included (R$ 23,706 at March 31, 2006).
Work in progress is related mainly to the Aircraft Maintenance Center construction in Minas Gerais and construction in new bases.
21
8. Short-Term Borrowings
Consolidated | ||||||
Annual | ||||||
Interest | June 30, | March 31, | ||||
Current: | rate | 2006 | 2006 | |||
Brazilian Currency | ||||||
Working capital | 17.7 % | 107,409 | 104,459 | |||
Long term: | ||||||
Foreign Currency | ||||||
Perpetual notes | 8.75% | 455.180 | - | |||
Bank Loans | 5.0% | 110.715 | - | |||
Total long-term borrowings and financings | 565.895 | - | ||||
( a ) Working Capital
At June 30, 2006, the Company maintained 11 short-term credit lines with six financial institutions that allowed borrowings up to R$ 400,000. Six of those lines are guaranteed by promissory notes which allow borrowings up to R$ 218,000 and at June 30, 2006, there were outstanding borrowings under these facilities amounting R$ 107,409. Five of those lines are guaranteed by accounts receivable from credit card providers in the limit of R$ 240,000.
( b ) Perpetual Notes
In April 2006, the company, through its wholly-owned subsidiary Gol Finance, issued R$ 455 million (US$ 200 million) guaranteed by GOL. The notes have no fixed final maturity date and are callable at par by the Company after five years of the issuance date. The Company intends to use the resource to finances the acquisition of aircraft as a complement to its own cash resources, and to the bank financings guaranteed by the U.S. Exim Bank.
( c ) Bank Loans
In April 2006, the Company, through its wholly-owned subsidiary GAC Inc., arranged firm an up to R$ 130 million (US$ 60 million) borrowing facility with Credit Suisse guaranteed by promissory notes. The tenor of the loan is 2.7 years with an annual interest rate of Libor. At June 30, 2006, there was R$ 106 million (US$ 49 million) outstanding under this facility.
22
( d ) Other Financings
In June 2006, GOL signed long term borrowing agreements for R$ 75.7 million with the BNDES (the Brazilian Development Bank) and for R$ 108 million (US$ 50 million) with the International Finance Corporation (IFC). As of June 30, 2006, no funds had been drawn under the agreements.
The BNDES credit line will finance a major portion of the construction and expansion of the Gol Aircraft Maintenance Center at the International Airport of Confins, in the state of Minas Gerais, the acquisition of national equipment and materials. The loan has a term of six years with interest of TJLP + 2.65% p.a. and is guaranteed by accounts receivable.
The financings with the International Finance Corporation (IFC) will be used to acquire aircraft spare parts inventories and working capital. The loan has a term of seven years with interest of LIBOR + 1.875% p.a. and is guaranteed by spare parts.
9. Provision for Contingencies
Consolidated | ||||
June 30, 2006 | March 31, 2006 | |||
Provision for labor contingencies | 617 | 541 | ||
Provision for civil contingencies | 3,360 | 2,804 | ||
Provision for tax contingencies | 20,195 | 20,017 | ||
24,172 | 23,362 | |||
There were no significant changes in the status of the proceedings as disclosures in the Financial Statements of the year ended December 31, 2005.
10. Transactions with Related Parties
GOL maintains an agreement with associated companies for passenger and luggage transportation between airports and for the transportation of employees, executed under normal market conditions.
GOL is the tenant of the property located at Rua Tamoios, 246, in the city of São Paulo, State of São Paulo, owned by the associated company whose agreement expires at March 31, 2008 and has an annual price restatement clause based on the General Market Price Index (IGP-M).
23
The balances payable to the associated companies, in the amount of R$ 130 (R$ 89 at March 31, 2006) are included in the suppliers balance jointly with third-party operations. The amount of expenses which affected the income for the second quarter of 2006 is R$ 945 (R$ 469 in the second quarter of 2005).
11. Shareholders Equity
a) Capital stock
i. On June 30, 2006, the capital stock is represented by 109,448,497 common shares and 86,757,969 preferred shares.
ii. The authorized capital stock at June 30, 2006 is R$ 2,000,000. Within the authorized limit, the Company may, by means of the Board of Directors resolution, increase the capital stock regardless of any amendment to the Bylaws, through issue of shares, without keeping any proportion between the different classes of shares. The Board of Directors shall determine the conditions for the issue, including the payment price and period. At the discretion of the Board of Directors, the preemptive right may be excluded, or the period for its exercise be reduced, in the issue of preferred shares, placement of which is made through sale on a stock exchange or by public subscription, or also through the exchange for shares, in a control acquisition public offering, as provided for by the law. Issue of beneficiary parties is prohibited under the terms of the Companys Bylaws.
iii. Preferred shares have no voting rights, except concerning the occurrence of specific facts allowed by the Brazilian legislation. These shares have as preference: priority in the reimbursement of capital, without premium and right to be included in the public offering arising from the sale of control, at the same price paid per share of the controlling block, assuring dividend at least equal to that of common shares.
iv. The quote of the shares of Gol Linhas Aéreas Inteligentes S.A., at June 30, 2006, on the São Paulo Stock Exchange BOVESPA, corresponded to R$77.00 and US$35.50 on the New York Stock Exchange NYSE. The equity value per share at June 30, 2006 is R$ 9.00 (R$ 8.69 at March 31, 2006).
b) Dividends and Interest on Shareholders Equity
In accordance with Law No. 9,249, as of December 26, 1995 the Company made a payment to shareholders of interest on shareholders equity, calculated on the accounts of the shareholders equity and limited to the pro rata die variation of the Long-Term Interest Rate TJLP, in the amount of R$ 35.391 (including the IRRF in the amount of R$ 5.309) referring to the first quarter of 2006.
The proposed interest on shareholders equity, in the amount of R$ 32.051 (including the IRRF in the amount of R$ 4.808) referring to the second quarter of 2006 will be paid on August 15, 2006. Such interest on shareholders equity will be inputed to the mandatory minimum dividend for the year ended December 31, 2006.
12. Cost of Services Rendered, Sales and Administrative Expenses
24
2Q06 | Consolidated | |||||||||||||
04.01.2006 |
04.01.2005 | |||||||||||||
to |
to | |||||||||||||
06.30.2006 |
06.30.2005 | |||||||||||||
Cost of | ||||||||||||||
services | Sales | Administrativ | ||||||||||||
rendered | expenses | e expenses | Total | % | Total | % | ||||||||
Salaries, wages and benefits | 88,320 | - | 1,174 | 89,494 | 12.3 | 55,318 | 10.9 | |||||||
Aircraft fuel | 283,756 | - | - | 283,756 | 39.2 | 192,618 | 38.0 | |||||||
Aircraft leasing | 73,442 | - | - | 73,442 | 10.1 | 62,391 | 12.3 | |||||||
Supplementary leasing | 12,385 | - | - | 12,385 | 1.7 | 30,801 | 6.1 | |||||||
Maintenance material and | ||||||||||||||
repair | 34,097 | - | - | 34,097 | 4.7 | 10,447 | 2.1 | |||||||
Aircraft and traffic servicing | 20,583 | - | 19,977 | 40,560 | 5.6 | 19,605 | 3.9 | |||||||
Sales and marketing | - | 103,630 | - | 103,630 | 14.3 | 78,576 | 15.5 | |||||||
Landing fees | 31,668 | - | - | 31,668 | 4.4 | 21,395 | 4.2 | |||||||
Depreciation and | ||||||||||||||
amortization | 12,760 | - | 2,521 | 15,281 | 2.1 | 8,445 | 1.7 | |||||||
Other expenses | 30,962 | - | 9,398 | 40,360 | 5.6 | 27,440 | 5.4 | |||||||
587,973 | 103,630 | 33,070 | 724,673 | 100.0 | 507,036 | 100.0 | ||||||||
2S06 | Consolidated | |||||||||||||
06.30.2006 | 06.30.2005 | |||||||||||||
Cost of | ||||||||||||||
services | Sales | Administrativ | ||||||||||||
rendered | expenses | e expenses | Total | % | Total | % | ||||||||
Salaries, wages and benefits | 147,459 | - | 21,492 | 168,951 | 12.1 | 107,836 | 11.4 | |||||||
Aircraft fuel | 538,062 | - | - | 538,062 | 38.6 | 338,788 | 35.8 | |||||||
Aircraft leasing | 139,929 | - | - | 139,929 | 10.0 | 114,260 | 12.1 | |||||||
Supplementary leasing | 42,503 | - | - | 42,503 | 3.1 | 59,550 | 6.3 | |||||||
Maintenance material and | ||||||||||||||
repair | 60,212 | - | - | 60,212 | 4.3 | 24,295 | 2.6 | |||||||
Aircraft and traffic servicing | 50,048 | - | 22,133 | 72,181 | 5.2 | 37,371 | 4.0 | |||||||
Sales and marketing | - | 202,960 | - | 202,960 | 14.6 | 150,657 | 15.9 | |||||||
Landing fees | 62,009 | - | - | 62,009 | 4.5 | 40,441 | 4.3 | |||||||
Depreciation and | ||||||||||||||
amortization | 24,622 | - | 3,054 | 27,676 | 2.0 | 15,419 | 1.6 | |||||||
Other expenses | 67,738 | - | 10,590 | 78,328 | 5.6 | 57,202 | 6.0 | |||||||
1,392,81 | 100. | |||||||||||||
1,132,582 | 202,960 | 57,269 | 1 | 0 | 945,819 | 100.0 | ||||||||
At June 30, 2006, aircraft fuel expenses include R$ 5,359, arising from results with derivatives represented by fuel hedge contract results expired in the period and measured as effective to hedge the expenses against fuel price fluctuations.
The Company has letters of credit in the amount of R$ 17,505 as guarantee of payments for future maintenance services of leased aircraft.
25
13. Net Financial Income
Parent Company | Consolidated | |||||||
04.01.2006 | 01.01.2006 | 04.01.2006 | 01.01.2006 | |||||
to | to | to | to | |||||
06.30.2006 | 06.30.2006 | 06.30.2006 | 06.30.2006 | |||||
Financial Expenses: | ||||||||
Interest on loans | - | - | (23,649) | (26,912) | ||||
Foreign exchange variations on | ||||||||
liabilities | (4,770) | (6,268) | (14,235) | (24,468) | ||||
Losses on financial instruments | - | - | (1,481) | (1,709) | ||||
CPMF tax | (1,258) | (1,500) | (4,565) | (7,141) | ||||
Monetary variations on liabilities | - | - | (968) | (1,387) | ||||
Interest on shareholders equity | (32,052) | (67,443) | (32,052) | (67,443) | ||||
Other | (208) | (211) | (967) | (2,260) | ||||
(38,288) | (75,422) | (77,917) | (131,320) | |||||
Financial income: | ||||||||
Interest and gains on financial | ||||||||
investments | - | 390 | 15,830 | 18,556 | ||||
Foreign exchange variations on assets | - | 1,150 | 13,410 | 20,071 | ||||
Gains on financial instruments | 12,947 | 21,375 | 38,020 | 69,266 | ||||
Capitalized interest | - | - | 4,355 | 7,705 | ||||
Monetary variations on assets | - | - | 994 | 1,473 | ||||
Other | - | - | 1,849 | 193 | ||||
12,947 | 22,915 | 74,457 | 117,264 | |||||
Net financial income | (25,341) | (52,507) | (3,460) | (14,056) | ||||
Parent Company | Consolidated | |||||||
04.01.2005 | 01.01.2005 | 04.01.2005 | 01.01.2005 | |||||
to | to | to | to | |||||
06.30.2005 | 06.30.2005 | 06.30.2005 | 06.30.2005 | |||||
Financial Expenses: | ||||||||
Interest on loans | - | - | (5,635) | (10,445) | ||||
Foreign exchange variations on | ||||||||
liabilities | (2,195) | (2,195) | (13,438) | (15,026) | ||||
CPMF tax | (1,310) | (1,803) | (9,015) | (5,609) | ||||
Monetary variations on liabilities | - | - | (479) | (876) | ||||
Public offering expenses | (11,493) | (11,493) | - | (11,493) | ||||
Other | - | (212) | (6,113) | (8,840) | ||||
(14,998) | (15,703) | (34,680) | (52,289) | |||||
Financial income: | ||||||||
Interest and gains on financial | ||||||||
investments | 316 | 1,855 | 6,502 | 13,534 | ||||
Foreign exchange variations on assets | 2,996 | 2,996 | 6,764 | 11,242 | ||||
Gains on financial instruments | 7,024 | 7,024 | 34,661 | 60,971 |
26
Monetary variations on assets | - | - | 122 | 261 | ||||
Other | 2,022 | 2,022 | 2,100 | 2,137 | ||||
12,358 | 13,897 | 50,149 | 88,145 | |||||
Net financial income | (2,640) | (1,806) | 15,469 | 35,856 | ||||
14. Income Tax and Social Contribution
The reconciliation of income tax and social contribution expenses, calculated by applying combined statutory tax rates and the amounts presented in the result, is set forth below:
Parent Company | Consolidated | |||||||
Description | 06.30.2006 | 06.30.2005 | 06.30.2006 | 06.30.2005 | ||||
Income before income tax and | ||||||||
social contribution | 176,927 | 156,216 | 300,177 | 241,364 | ||||
Combined tax rate | 34% | 34% | 34% | 34% | ||||
Income tax and social contribution | ||||||||
based on the combined tax rate | 60,155 | 53,113 | 102,060 | 82,064 | ||||
Equity accounting and other | ||||||||
permanent differences | (74,632) | (53,113) | 6,713 | 3,084 | ||||
Income tax and social contribution | ||||||||
debited to the result | (14,477) | - | 108,773 | 85,148 | ||||
Effective rate | (8.2%) | - | 36.2% | 35,3% | ||||
Current income tax and social | ||||||||
contribution | - | - | 129,325 | 84,529 | ||||
Deferred income tax and social | ||||||||
contribution | (14,477) | - | (20,552) | 619 | ||||
(14,477) | - | 108,773 | 85,148 | |||||
15. Commitments
The Company leases its operating aircraft, airport terminals, other airport facilities, offices and other equipment. At June 30, 2006 the Company carried operational lease agreements on 50 aircraft (45 at March 31, 2006), with expiration dates from 2006 to 2014.
The future payments of leases under the operating lease agreements, denominated in US dollar, have the following breakdown per year at June 30, 2006:
R$ | US$ (in thousand) | |||||||||||
Aircraft | Engines | Total | Aircraft | Engines | Total | |||||||
2006 | 144,621 | 7,828 | 152,449 | 66,821 | 3,617 | 70,438 | ||||||
2007 | 276,072 | 12,148 | 288,220 | 127,557 | 5,613 | 133,170 | ||||||
2008 | 211,134 | 9,371 | 220,505 | 97,553 | 4,330 | 101,883 | ||||||
2009 | 169,032 | 5,476 | 174,508 | 78,100 | 2,530 | 80,630 | ||||||
2010 | 80,218 | 3,186 | 83,403 | 37,064 | 1,472 | 38,536 | ||||||
After 2010 | 161,669 | 93 | 161,762 | 74,698 | 43 | 74,741 | ||||||
1,042,746 | 38,102 | 1,080,847 | 481,793 | 17,605 | 499,398 | |||||||
27
The Company entered into sale-leaseback agreements for six Boeing 737-800 Next Generation aircraft to be delivered during the third quarter of 2006.
The Company has an agreement with Boeing to purchase 101 Boeing 737-800 Next Generation aircraft, 67 of which are firm orders and 34 purchase options. The approximate amount of the firm orders is R$ 10,117 million (corresponding to approximately US$ 4,675 million), based on the aircraft list price, including estimates for contractual increases in prices and deposits during the aircraft construction stage as shown below:
Expected Delivery | US$ | |||||
Firm Orders | R$ | (in thousand) | ||||
2006 | 11 | 1,528,965 | 706,448 | |||
2007 | 13 | 1,860,564 | 859,661 | |||
2008 | 10 | 1,466,108 | 677,405 | |||
2009 | 11 | 1,669,630 | 771,441 | |||
2010 | 8 | 1,267,706 | 585,735 | |||
After 2010 | 14 | 2,324,097 | 1,073,833 | |||
67 | 10,117,070 | 4,674,523 | ||||
The Company has made initial payments for the aircraft acquisition using its own funds originating from the primary share offering and loans contracted through short-term credit lines and supplier financing.
The Company expects that aircraft purchase obligations will be financed through long-term financing agreements guaranteed by the US Exim Bank.
The Company has letters of credit in the amount of R$ 20,027 as guarantee of payments for aircraft leasing.
16. Employees
The Company has a profit sharing plan and stock option plans.
The employee profit sharing plan is linked to the economic and financial results measured based on the Companys performance indicators that assume the achievement of the Companys, its business units and individual performance goals.
At January 2, 2006, the Compensation Committee, within the scope of its functions and in conformity with the Companys Stock Option Plan, approved the granting of 99,816 options for the purchase of the Companys preferred shares at the price of R$ 47.30 per share.
28
The transactions are summarized below:
Stock | Weighted average | |||
options | price for the year | |||
Outstanding at December 31, 2005 | 321,251 | 11.21 | ||
Granted | 99,816 | 47.30 | ||
Exercised | - | - | ||
Outstanding at March 31, 2006 | 421,067 | 19.76 | ||
Granted | - | - | ||
Exercised | 233,833 | 3.04 | ||
Outstanding at June 30, 2006 | 187,234 | 40.65 | ||
Quantity of options to be exercised at December 31, 2004 | 507,765 | 3.04 | ||
Quantity of options to be exercised at December 31, 2005 | 158,353 | 6.50 | ||
Quantity of options to be exercised at March 31, 2006 | 254,573 | 6.91 | ||
Quantity of options to be exercised at June 30, 2006 | 36,984 | 36.90 |
The weighted average fair values on the granting dates of the stock options, at June 30, 2006, were R$ 25.70 and R$ 46.39 respectively, and they were estimated based on the Black-Scholes stock option pricing model, assuming a 1.5% dividend payment, an expected volatility of approximately 40%, a weighted average risk free rate of 15.5% and a average maturity of 9.03 years.
The accounting practices adopted in Brazil do not require recognition of compensation expenses through the Companys stock options. If the Company had recorded in its results the compensation expenses by means of stock options, based on the fair value on the date of the options granting, the income of the second quarter of 2006 would have been R$ 681 lower (R$ 1,224 in the second quarter of 2005 and R$ 8,632 in the year of 2005).
The exercise price interval and the remaining weighted average maturity of the outstanding options, as well as the exercise price interval for the options to be exercised at June 30, 2006 are summarized below:
Outstanding Options | Options to be exercised | |||||||||
Remaining | ||||||||||
Outstanding | weighted | Weighted | Options to be | Weighted | ||||||
Exercise price | options at | average | average | exercised | average | |||||
interval | 06/30/2006 | maturity | exercise price | 06/30/2006 | exercise price | |||||
33.06 | 87,418 | 8.50 | 33.06 | 27,002 | 33.06 | |||||
47.30 | 99,816 | 9.50 | 47.30 | 9,982 | 47.30 | |||||
33.06-47.30 | 187,234 | 9.03 | 40.65 | 36,984 | 36.90 | |||||
29
17. Financial Derivative Instruments
The Company is exposed to several market risks arising from its operations. Such risks involve mainly the effects of changes in fuel price and foreign exchange rate risk, in view that its revenues are generated in Reais and the Company has significant commitments in US dollars, credit risks and interest rate risks. The Company uses derivative financial instruments to minimize those risks. The Company maintains a formal risk management policy under the management of its executive officers, its Risk Policy Committee and its Board of Directors.
The management of these risks is performed through control policies, establishing limits, as well as other monitoring techniques, mainly mathematical models adopted for the continuous monitoring of exposures. The exclusive investment funds in which the Company and its subsidiary Gol are quota holders are used as means for the risk coverage contracting according to the Companys risk management policies.
Airlines are exposed to aircraft fuel price change effects. Aircraft fuel consumption in the second quarter of 2006 and 2005 represented approximately 39.2% and 38.0% of the Companys operating expenses, respectively. The Company periodically uses future contracts, swaps and oil options and its derivatives to manage those risks. The purpose of the fuel hedge is the fuel acquisition operating expenses. As the aircraft fuel is not traded on a commodities exchange, the liquidity and alternatives for contracting hedge operations of that item are limited. However, the Company has found effective commodities to hedge aircraft fuel costs, mainly crude oil. Historically, oil prices have been highly related to aircraft fuel prices, which makes oil derivatives effective in compensating oil price fluctuations, in order to provide short-term protection against sudden fuel price increases. The futures contracts are listed on NYMEX, swaps are contracted with prime international banks and the options can be either those listed on NYMEX or those traded with prime international banks.
The Company also engages in financial derivative instruments agreements with first-tier banks for cash management purposes. The financial derivative instruments are composed of synthetic fixed income option agreements and swaps contracts to obtain the Brazilian overnight deposit rate for investments made at fixed-rates or denominated in dollars.
a) Fuel price risk
The Companys derivatives contracts, at June 30, 2006, are summarized as follows (in thousands, except otherwise indicated):
06.30.2006 | 12.31.2005 | |||
Fair value of derivative financial instruments at the end of | ||||
the period | - | R$ 8,464 | ||
Average term (months) | 6 | 8 | ||
Hedged volume (barrels) | 1,038,000 | 1,431,000 | ||
Period ended: | 06.30.2006 | 06.30.2005 | ||
Gains with hedge effectiveness recognized as aircraft fuel | ||||
expenses | R$ 4,367 | R$ 2,223 | ||
Gains with hedge ineffectiveness recognized as financial | ||||
income | R$ 16,263 | R$ 1,097 | ||
Current percentage of hedged consumption (during the | ||||
quarter) | 57% | 61% |
The Company used financial derivatives for short and long terms and keeps its positions for future months. At June 30, 2006 the Company holds a combination of call options, collar structures and swaps to hedge approximately 54% and 15% of its jet fuel consumption for the third and fourth quarters of 2006, respectively, at average oil prices equivalent to approximately US$ 73 and US$81 per barrel, respectively.
30
The Company classifies fuel hedge as cash flow hedge, and recognizes the changes of market fair value of effective hedges accounted in the shareholders equity until the hedged fuel is consumed. The fuel hedge effectiveness is estimated based on correlation statistical methods or by the proportion of fuel purchase expense variations that are offset by the fair market value variation of derivatives. Effective hedge results are recorded as decrease or increase in the cost of acquisition of fuel, and the hedge results that are not effective are recognized as financial income/expenses. Ineffective hedges arise when the change in the value of derivatives is not between 80% and 125% of the hedged fuel value variation. When the aircraft fuel is consumed and the related derivative financial instrument is settled, the unrealized gains or losses recorded in shareholders equity are recognized as aircraft fuel expenses. The Company is exposed to the risk that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for recording unrealized gains or losses in the equity. As periodic changes in the fair value of derivatives are ineffective, such ineffectiveness is recognized in the same period as the estimated fuel consumption occurs.
31
Ineffectiveness is inherent in hedging jet fuel with derivative positions based in other crude oil related commodities, especially given the magnitude of the current fair market value of the Companys fuel hedge derivatives and the recent volatility in the prices of refined products. The increase in the amount of hedge ineffectiveness and unrealized gains on derivative contracts settling in future periods recorded during the second quarter was due to the significant fluctuation in energy prices, the derivative positions the Company holds, and the volatility of the different types of instruments the Company uses in hedging. The Company has determined that specific hedges will not regain effectiveness in the time period remaining until settlement. Any changes in fair value of the derivative instruments are marked to market through earnings in the period of change.
During the three months ended June 30, 2006, the Company recognized approximately R$ 16 million (US$ 7 million) of additional net gains in Financial Income, related to the ineffectiveness of its hedges and the loss of hedge accounting for certain hedges. Of this net total, approximately R$ 2 million (US$ 1 million) was ineffectiveness expense and mark-to-market losses related to contracts that settled during second quarter 2006. On June 30, 2006, there was no unrealized gain or loss of fuel hedges recorded in shareholders equity.
The fair market value of swaps is estimated by discounted cash flow methods, and the fair value of the options is estimated by the Black-Scholes model adapted to commodities options.
Market risk factor: Jet fuel price | ||||||||||
Exchange market | ||||||||||
Future contracts bought | ||||||||||
3Q06 | 4Q06 | 1Q07 | 2Q07 | Total | ||||||
Nominal volume in barrels (thousands) | 597 | 180 | 63 | 198 | 1,038 | |||||
Nominal volume in liters (thousands) | 94,326 | 28,440 | 9,954 | 31,284 | 164,004 | |||||
Future agreed rate per barrel (USD)* | 72.6 | 80.5 | 82.0 | 79.8 | 73.9 | |||||
Total in Reais ** | 93,862 | 31,361 | 11,181 | 34,175 | 170,579 | |||||
* Weighted average between the strikes of the collars and callspreads.
** The exchange rate at 06/30/2006 was R$ 2.1643 / US$ 1.00
b) Exchange rate risk
At June 30, 2006, the main assets and liabilities denominated in foreign currency are related to aircraft leasing and acquisition operations.
The Companys foreign exchange exposure at June 30, 2006 is set forth below:
Consolidated | ||||
06.30.2006 | 03.31.2006 | |||
Assets | ||||
Cash and cash equivalents and financial | ||||
investments | 631,716 | 176,614 | ||
Deposits for aircraft leasing contracts | 32,711 | 29,048 | ||
Prepaid leasing expenses | 15,093 | 14,069 |
32
Advances to suppliers | 14,157 | 14,157 | ||
Other | 13,741 | 9,648 | ||
707,418 | 243,536 | |||
Liabilities | ||||
Foreign suppliers | 9,792 | 8,671 | ||
Operating leases payable | 25,867 | 28,727 | ||
Insurance premium payable | 4 | 9,562 | ||
35,663 | 46,960 | |||
Foreign exchange exposure in R$ | 671,755 | 196,576 | ||
Total foreign exchange exposure in US$ | 310,380 | 90,488 | ||
Obligations not recorded in the balance sheet | ||||
Operating lease agreements | 1,080,847 | 914,932 | ||
Obligations arising from firm orders | ||||
for aircraft purchase | 10,117,070 | 10,154,935 | ||
Total foreign exchange exposure in R$ | 11,869,672 | 11,266,443 | ||
Total foreign exchange exposure in US$ | 5,484,301 | 5,186,173 | ||
33
The foreign exchange exposure concerning payable amounts resulting from operating lease operations, insurances, maintenance, and the exposure to fuel price variations caused by the foreign exchange rate are managed by hedge strategies with US dollar futures contracts and US dollar options listed on BM&F (Brazilian Mercantile and Futures Exchange). The expenses accounts that are the purpose of foreign exchange rate hedge are: fuel, lease, maintenance, insurance and international IT services expenses.
The Companys Management believes that the derivatives it uses are extremely correlated to the US dollar/real foreign exchange rate in order to provide short-term protection to foreign exchange rate changes. The Company classifies the US dollar hedge as cash flow hedges and recognizes the fair market value variations of highly effective hedges in the same period the estimated expenses which are the purpose of the hedge occur. The market value changes of the highly effective hedges are recorded in Financial Revenues or Expenses until the period the hedged item is recognized, then they are recognized as decrease or increase in incurred expenses. The market value changes of hedges that are not highly effective are recognized as financial revenue or expense. The US dollar hedge effectiveness is estimated by statistical correlation methods or by the proportion of expenses variation that are offset by the fair market value variation of the derivatives.
The fair market value of swaps is estimated by discounted cash flow methods; the fair value of options is estimated by the Black-Scholes model adapted to the currency options; and the futures fair value refers to the last owed or receivable adjustment already accounted and not settled yet.
The Company uses short-term derivative financial instruments. The following table summarizes the position of the foreign exchange derivative contracts (in thousands, except otherwise indicated):
06.30.2006 | 12.31.2005 | |||
Fair value of derivative financial instruments at the end of the | R$ | R$ | ||
period | 8,720 | 1,249 | ||
Remaining longer period (months) | 2 | 1 | ||
R$ | R$ | |||
Hedged volume | 136,040 | 135,129 | ||
Period ended: | 06.30.2006 | 06.30.2005 | ||
R$ | R$ | |||
Gains with hedge effectiveness recognized in operating expenses | 1,408 | 22,337 | ||
Gains with hedge ineffectiveness recognized in financial | R$ | |||
expenses | - | 655 | ||
Current percentage of hedged consumption (during the quarter) | 50% | 50% |
Market risk factor: Exchange rate
Exchange market
34
Future agreements bought | ||||||
July 2006 | August 2006 | Total | ||||
Nominal value in dollars | 33,750 | 25,250 | 59,000 | |||
Future agreed rate | 2.34 | 2.26 | 2.31 | |||
Total in Reais | 78,975 | 57,065 | 136,040 | |||
c) Credit risk of financial derivative instruments
The derivative financial instruments used by the Company are conducted with top quality credit counterparts, AA+ or better rated international banks, according to Moodys and Fitch agencies or international futures exchange or the Brazilian Mercantile and Futures Exchange (BM&F). The Company believes that the risk of not receiving the owed amounts by its counterparts in the derivatives operations is not material.
d) Interest rate risk
The Companys results are affected by fluctuations in international interest rates in US dollar due to the impact of such changes in expenses of operating lease agreements. At June 30, 2006, there were no open hedge contracts for the international interest rate risk.
35
The Companys results are also affected by fluctuations in the interest rates in Brazil, applicable both to financial investments, short-term investments, liabilities in real and to those applicable to US dollar indexed obligations, due to the impact of such changes in the market value of derivative financial instruments conducted in Brazil, in the market value of prefixed securities in real and in the remuneration of the cash balance and financial investments. The Company uses Interbank Deposit futures of the Brazilian Mercantile and Futures Exchange (BM&F) to protect itself from domestic interest rate fluctuations on the prefixed portion of its investments. At June 30, 2006, the nominal value of Interbank Deposit futures contracts traded on the Brazilian Mercantile and Futures Exchange (BM&F) totaled R$ 58,007 with periods of up to 1.7 years, with a total fair market value of R$ 110 corresponding to the last owed or receivable adjustment, already estimated and not yet settled. The total variations in market value, payments and receivables related to the DI futures are recognized as increase or decrease in financial revenues in the same period they occur.
e) Derivatives contracts applied in cash management
The Company utilizes financial derivatives instruments for cash management purposes. The Company enters into option contracts known as boxes with first tier banks and registered in the Brazilian CETIP clearing house with the objective of investing cash at pre-fixed rates. As of June 30, 2006, the total amount invested in boxes was R$ 70,614 with average tenor of 31 days. The Company also utilizes swaps contracts to change the remuneration of part of its short term investments to the Brazilian overnight deposit rate, the CDI. Investments in box combinations are swapped from fixed rate to a percentage of the CDI. Investments in dollar-denominated securities are swapped from dollar-based remuneration to Brazilian reais plus a percentage of CDI rate. As of June 30, 2006, the notional amount of fixed-rate swaps to CDI was R$ 70,614 with a fair value of R$ (17); and the notional amount of currency swaps to CDI was R$ 274,902 with a fair value or R$ 532. The changes in fair value of these swaps is reflected in financial income in the period of change.
18. Insurance Coverage
Company Management maintains an insurance coverage in amounts that it deems necessary to cover possible accidents, due to the nature of its assets and the risks inherent to its activity, observing the limits established in lease agreements. On June 30, 2006 the insurance coverage, by nature, considering GOLs aircraft fleet and in relation to the maximum indemnifiable amounts, is the following:
Aeronautic Type | ||||
Warranty Hull | 2,972,305 | 1,373,333 | ||
Civil Liability per occurrence/aircraft | 1,623,225 | 750,000 | ||
Warranty Hull/War | 2,972,305 | 1,373,333 | ||
Inventories | 384,711 | 177,753 |
By means of Law 10,605, as of December 18, 2002, the Brazilian government undertook to supplement possible civil liability expenses against third parties caused by acts of war or terrorist attacks, occurred in Brazil or abroad, for which GOL may be demanded, for the amounts that exceed the insurance policy limit effective at September 10, 2001, limited to the equivalent in reais to one billion US dollar.
36
APPENDIX I STATEMENTS OF CASH FLOW
Parent Company | ||||||||
04.01.2006 | 04.01.2005 | 01.01.2006 | 01.01.2006 | |||||
to | to | to | to | |||||
06.30.2006 | 06.30.2005 | 06.30.2006 | 06.30.2005 | |||||
Net income for the period | 98,169 | 43,744 | 258,847 | 156,216 | ||||
Adjustments to reconcile net income to net | ||||||||
cash generated | ||||||||
by operating activities: | ||||||||
Deferred income taxes | (4,765) | - | (14,477) | - | ||||
Equity accounting | (54,835) | (46,462) | (234,141) | (158,299) | ||||
Variations in operating assets and liabilities: | ||||||||
Prepaid expenses, taxes recoverable and other | - | - | - | - | ||||
receivables | (176) | (5,983) | (1,882) | (5,666) | ||||
Credit with associated companies | - | 390,788 | - | 264,277 | ||||
Suppliers | 584 | - | 584 | - | ||||
Taxes payable | (14,033) | - | (13,045) | - | ||||
Interest on shareholders equity | (32,052) | - | (75,522) | - | ||||
Other liabilities | (977) | 1,283 | (770) | 1,404 | ||||
Net cash generated (used) in operating | ||||||||
activities | (8,085) | 383,370 | (80,406) | 257,932 | ||||
Investment activities: | ||||||||
Financial investments | (188,676) | (245,960) | (138,866) | (245,960) | ||||
Investments | 358,047 | (437,320) | 330,463 | (260,342) | ||||
Net cash used in investment activities | 169,371 | (683,280) | 191,597 | (506,302) | ||||
Financing activities: | ||||||||
Capital paid | 238 | - | 1,977 | - | ||||
Capital increase | - | 271,330 | - | 271,330 | ||||
Total comprehensive income, net of taxes | (2,914) | - | (656) | - | ||||
Dividends paid | (82,076) | (60,003) | (39,940) | (60,003) | ||||
Liabilities with associated companies | - | 51,402 | - | 51,402 | ||||
Net cash generated in financing activities | (84,752) | 262,729 | (38,619) | 262,729 | ||||
Net cash addition | 76,534 | (37,181) | 72,572 | 14,359 | ||||
Cash and cash equivalents at the beginning of | 32,670 | |||||||
the year | 55,842 | 36,632 | 4,302 | |||||
Cash and cash equivalents at the end of the year | 109,204 | 18,661 | 109,204 | 18,661 | ||||
Transactions not affecting cash | ||||||||
Additional information: | ||||||||
Interest paid during the quarter | - | - | - | - | ||||
Income tax and social contribution paid during | ||||||||
the quarter | - | - | - | - |
37
Consolidated | ||||||||
04.01.2006 | 04.01.2005 | 01.01.2006 | 01.01.2006 | |||||
to | to | to | to | |||||
06.30.2006 | 06.30.2005 | 06.30.2006 | 06.30.2005 | |||||
Net income for the period | 98,169 | 43,744 | 258,847 | 156,216 | ||||
Adjustments to reconcile net income to net | ||||||||
cash generated | ||||||||
by operating activities: | ||||||||
Depreciation and amortization | 15,282 | 8,445 | 27,677 | 15,419 | ||||
Provision for doubtful accounts receivable | 783 | 439 | 1,701 | 686 | ||||
Deferred income taxes | (3,877) | 3,659 | (20,552) | 619 | ||||
Variations in operating assets and liabilities: | ||||||||
Receivables | 21,734 | (34,416) | 6,551 | (98,260) | ||||
Inventories | (11,021) | (2,681) | (8,377) | (2,973) | ||||
Prepaid expenses, taxes recoverable and other | ||||||||
receivables | (25,680) | (10,982) | (36,004) | (11,076) | ||||
Suppliers | (24,154) | (10,698) | (27,422) | (12,608) | ||||
Airtraffic liability | 44,154 | 54,757 | 11,896 | 31,302 | ||||
Taxes payable | (9,558) | (909) | 14,650 | (5,929) | ||||
Payroll and related charges | 30,285 | (14,406) | 18,442 | (5,621) | ||||
Provisions for contingencies | 501 | - | (4,080) | - | ||||
Interest on shareholders equity | (32,052) | - | (75,522) | - | ||||
Other liabilities | (41,980) | (6,404) | (55,494) | (14,199) | ||||
Net cash generated (used) in operating | ||||||||
activities | 62,586 | 30,548 | 110,313 | 53,576 | ||||
Investment activities: | ||||||||
Financial investment | (80,733) | 42,381 | (67,277) | (174,468) | ||||
Investments | (704) | (633) | (567) | (239) | ||||
Deposits for leasing contracts | (20,759) | 5,732 | (19,931) | 2,693 | ||||
Acquisition of property, plant and equipment | (148,992) | (75,085) | (250,490) | (179,869) | ||||
Net cash used in investment activities | (251,188) | (27,605) | (338,265) | (351,883) | ||||
Financing activities: | ||||||||
Short-term borrowings | 568,845 | 15,172 | 619,288 | 6,207 | ||||
Capital paid | 238 | - | 1,977 | - | ||||
Capital increase | 271,330 | - | 271,330 | |||||
Total comprehensive income, net of taxes | (2,914) | - | (656) | - | ||||
Dividends paid | (115,782) | (60,003) | (73,646) | (60,003) | ||||
Net cash generated in financing activities | 450,387 | 226,499 | 546,963 | 217,534 | ||||
Net cash addition | 261,785 | 229,442 | 319,011 | (80,773) | ||||
Cash and cash equivalents at the beginning of the | ||||||||
year | 186,530 | 95,515 | 129,304 | 405,730 | ||||
Cash and cash equivalents at the end of the year | 448,315 | 324,957 | 448,315 | 324,957 | ||||
Transactions not affecting cash | ||||||||
Additional information: | ||||||||
Interest paid during the quarter | 23,649 | 5,285 | 26,912 | 10,445 | ||||
Income tax and social contribution paid during | ||||||||
the quarter | 52,516 | 23,198 | 129,325 | 84,529 |
38
MANAGEMENT'S COMMENTS ON 2Q06 RESULTS |
In the second quarter of 2006, GOL demonstrated its ability to significantly grow capacity while reducing costs and maintaining world-class profitability and high quality service, even during periods of intense price competition and extremely high fuel prices. GOL remains committed to its virtuous cycle of maintaining low costs, allowing us to offer the lowest fares and achieve the highest load factors in the Brazilian market, thereby driving industry-leading profitability, commented Constantino de Oliveira Junior, GOLs CEO. Mr. Oliveira added, Through the addition of aircraft and flight frequencies during the quarter, GOL significantly increased its domestic market share and further consolidated its position as the second-largest domestic airline in Brazil.
GOL increased load factors and aircraft utilization rates, while maintaining market cost leadership. Demand for GOLs passenger air transportation services grew at high rates during the quarter, with passengers transported increasing 36.8% over 2Q05. During the quarter, GOLs load factor increased 3.3 percentage points to 75.9%; aircraft utilization was at 13.9 block hours per day (increasing 1.5% over 2Q05), while operating costs per ASK decreased approximately 1%. Through strict fuel management practices and fuel hedges, fuel costs per available seat kilometer (ASK) decreased 1.9% year-over-year and helped to lower GOLs operating cost per seat kilometer (CASK) to 15.32 cents (R$). Cost reductions were also driven by increased scale, productivity and stage length; reductions in sales, marketing and aircraft leasing expenses; and an 11.7% appreciation of the Brazilian Real against the US dollar, offset by higher scheduled maintenance expenses. The 21% increase in employees over 1Q06, related to planned capacity expansion, was balanced by higher overall productivity.
Increased passenger volumes and a reduction in CASK, resulted in an operating income increase of 55.6% in the year-over-year comparison. The Company has hedged approximately 54% of its fuel price exposure as well as 33% of its U.S. dollar exposure for 3Q06, and 15% of its fuel exposure for 4Q06. Our absolute market cost leadership is key to our virtuous cycle, and allows us to provide the lowest fares and the best customer value proposition in the market, commented Richard Lark, GOLs CFO.
In terms of future perspectives, besides maintaining high levels of productivity and profitability, short-term growth will be driven by the addition of new aircraft, new destinations and new frequencies. The addition of six Boeing 737 aircraft to the fleet in the third quarter of 2006 will increase seat capacity by approximately 45% year-over-year.
GOL remains committed to its strategy of profitable expansion through a low cost structure and high quality customer service. We are very proud that more than 44 million passengers have chosen to fly GOL, and we continue to make every effort to offer them the best in air travel: new planes, frequent flights in the main markets, an ever-expanding integrated route system and lower prices; all of which is delivered by our dedicated team of employees who are key to our success," stated Mr. Oliveira. By remaining focused on our business model, while continuing to grow, be innovative and provide the lowest fares, we will continue to create value for our customers, employees and shareholders.
39
REVENUES |
Net operating revenues, principally revenues from passenger transportation, increased 50.1% to R$844.0mm, primarily due to higher revenue passenger kilometers (RPK), offset by a lower yield. RPK growth was driven by a 34.6% increase in departures, a 14.7% increase in stage length and an increase in load factor from 72.6% to 75.9% . RPKs grew 57.3% to 3,523mm, and revenue passengers grew 36.8% to 4.3mm.
Average fares increased 9.7% from R$173.39 to R$190.23. Yields declined 4.7% to 22.33 cents (R$) per passenger kilometer, principally due to a 14.7% increase in average stage length coupled with intense price price competition during the quarter.
Complementing net operating revenues, cargo transportation activities primarily contributed to the expansion of other operating revenues, which increased from R$37.7mm to R$57.2mm.
The 50.4% year-over-year capacity expansion, represented by ASKs, facilitated the addition of 62 new daily flight frequencies (including 22 night flights) and 1 new destination in 2Q06. The addition of 5.3 average operating aircraft during the quarter (from 43.0 to 48.3 aircraft) drove the ASK increase.
Operating revenue per available seat kilometer (RASK) remained stable at R$18.19 cents in 2Q06 (vs. R$18.22 cents in 2Q05).
The growth in RPKs resulted in a higher domestic market share for GOL, reaching 35% in the end of 2Q06, compared to 29% in
the end of 2Q05. Through its regular international flights to Buenos Aires, Cordoba and Rosario (Argentina), Santa Cruz de la Sierra (Bolivia), Montevideo (Uruguay) and Asuncion (Paraguay), GOL achieved an international market share of 6% (share of
Brazilian airline RPK) in the same period. Approximately 7% of GOLs total RPKs were related to international passenger traffic.
OPERATING EXPENSES |
Total CASK decreased 0.9%, to 15.32 cents (R$), due to higher productivity, a longer average stage length, a greater spreading of fixed costs over a higher number of ASKs, and also by a decrease in aircraft fuel expenses per ASK. Operating expenses per ASK decreased by 0.2%, excluding fuel, in the quarter. Total operating expenses increased 49%, reaching R$711.8mm, due to higher fuel prices, increased scheduled maintenance, and the expansion of our operations (fleet and employee expansion, a higher volume of fuel consumption, landing fees and marketing activities). Fuel price increases during 2Q06 accounted for more than 30% of the R$91mm increase in fuel expenses, with the remainder accounted for by increased fuel consumption. Breakeven load factor increased 2.4 percentage points to 64.0% versus 61.6% in 2Q05.
Results from GOLs operating expense (jet fuel price and USD exchange rate) hedging programs are accounted for in accordance with SFAS 133 (Statement of Financial Accounting Standards No 133), Accounting for Derivatives and Hedging Activities.
The breakdown of our costs and operational expenses for 2Q06, 2Q05 and 1Q06 is as follows:
40
Operating Expenses (R$ cents / ASK) | |||||||||||
2Q06 | 2Q05 | % Chg. | 1Q06 | % Chg. | |||||||
Salaries, wages and benefits | 1.94 | 1.83 | 6.0% | 1.88 | 3.2% | ||||||
Aircraft fuel | 6.12 | 6.24 | -1.9% | 5.86 | 4.4% | ||||||
Aircraft rent | 1.58 | 2.02 | -21.8% | 1.53 | 3.3% | ||||||
Sales and marketing | 2.23 | 2.55 | -12.5% | 2.29 | -2.6% | ||||||
Landing fees | 0.68 | 0.69 | -1.4% | 0.70 | -2.9% | ||||||
Aircraft and traffic servicing | 0.87 | 0.64 | 35.9% | 0.73 | 19.2% | ||||||
Maintenance, materials and repairs | 0.73 | 0.34 | 114.7% | 0.60 | 21.7% | ||||||
Depreciation | 0.34 | 0.27 | 25.9% | 0.29 | 17.2% | ||||||
Other operating expenses | 0.83 | 0.88 | -5.7% | 0.85 | -2.4% | ||||||
Total operating expenses | 15.32 | 15.46 | -0.9% | 14.73 | 4.0% | ||||||
Operating expenses ex- fuel | 9.20 | 9.22 | -0.2% | 8.87 | 3.7% | ||||||
Total Operating Expenses Fuel-Neutral 2Q05 | 14.73 | 15.46 | -4.7% | - | - | ||||||
Total Operating Expenses Fuel-Neutral 1Q06 | 14.84 | - | - | 14.73 | 0.7% | ||||||
Total operating expenses ex-profit sharing | 15.22 | 15.31 | -0.6% | 14.59 | 4.3% | ||||||
Operating Expenses (R$ million) | ||||||||||
2Q06 | 2Q05 | % Chg. | 1Q06 | % Chg. | ||||||
Salaries, wages and benefits | 90.2 | 56.5 | 59.5% | 81.5 | 10.7% | |||||
Aircraft fuel | 283.8 | 192.6 | 47.3% | 254.3 | 11.6% | |||||
Aircraft rent | 73.4 | 62.4 | 17.7% | 66.5 | 10.4% | |||||
Sales and marketing | 103.6 | 78.6 | 31.9% | 99.3 | 4.3% | |||||
Landing fees | 31.7 | 21.4 | 48.0% | 30.4 | 4.3% | |||||
Aircraft and traffic servicing | 40.6 | 19.6 | 106.9% | 31.6 | 28.5% | |||||
Maintenance, materials and repairs | 34.1 | 10.4 | 226.4% | 26.1 | 30.7% | |||||
Depreciation | 15.9 | 8.3 | 92.4% | 12.5 | 27.2% | |||||
Other operating expenses | 38.5 | 27.3 | 40.9% | 37.0 | 4.1% | |||||
Total operating expenses | 711.8 | 477.1 | 49.2% | 639.2 | 11.4% | |||||
Operating expenses ex- fuel | 428.0 | 284.5 | 50.4% | 384.9 | 11.2% | |||||
Total Operating Expenses Fuel-Neutral 2Q05 | 683.5 | 477.1 | 43.3% | - | - | |||||
Total Operating Expenses Fuel-Neutral 1Q06 | 688.5 | - | - | 639.2 | 7.7% | |||||
Total operating expenses ex-profit sharing | 706.5 | 472.6 | 49.5% | 633.2 | 11.6% | |||||
41
Salaries, wages and benefits expenses per available seat kilometer (ASK) increased 6.0% to 1.94 cents (R$), mainly due to a 6.0% cost of living increase on salaries. The number of full-time equivalent employees increased 81% to 7,229, related to capacity expansion.
Aircraft fuel expenses per ASK decreased 1.9% over 2Q05 to 6.12 cents (R$), due to improved fuel economies and gains on fuel hedges, offset by a 10.8% increase in fuel price per liter. The increase in average fuel price per liter over 2Q05 was primarily due to the 32.6% increase in the international price for crude oil (WTI), and a 30% increase in Gulf Coast jet fuel prices, partially offset by the 11.7% Brazilian Real appreciation against the U.S. dollar. The Company has hedged approximately 54% and 15% of its fuel requirements for 3Q06 and 4Q06, respectively.
Aircraft rent per ASK decreased 21.8% to 1.58 cents (R$) in 2Q06, primarily due to a high aircraft utilization rate (14 block hours per day), and an 11.7% appreciation of the Brazilian Real against the U.S dollar vs. 2Q05.
Sales and marketing expenses per ASK decreased 12.5% to 2.23 cents (R$) primarily due to reductions in commissions, an increase in ticket sales on GOLs website and higher aircraft utilization rates. GOL booked a majority of its ticket sales through a combination of its website (82.4% during 2Q06) and its call center (10.5% during 2Q06).
Landing fees per ASK decreased 1.4% to 0.68 cents (R$), due to increased average stage length and to a higher aircraft utilization rate.
Aircraft and traffic servicing expenses per ASK increased 35.9% to 0.87 cents (R$), as a result of an increase in ground services (landings increased 34.6%) and an increase in consulting and technology services, partially offset by increased average stage length.
Maintenance, materials and repairs per ASK increased 114.7% to 0.73 cents (R$), primarily due to a higher number of scheduled maintenance services during 2Q06, partially offset by a 11.7% appreciation of the Brazilian Real against the U.S. dollar. Main expenses during the quarter were related to the scheduled maintenance of five engines, in the amount of R$11.1mm, the use of spare parts inventory and repair of rotable materials, in the amount of R$10.6mm.
Depreciation per ASK increased 25.9% to 0.34 cents (R$), due to a higher amount of fixed assets, particularly spare parts inventory, and the increase of technology equipment, due to our expansion of operations.
Other operating expenses per ASK were 0.83 cents (R$), a 5.7% decrease when compared to the same period of the previous year, due to a decrease in insurance expenses, cancelled flights expenses, lodging of flight crews and direct passenger expenses. Insurance expenses, at 0.14 cents (R$) per ASK (R$6.5mm total) decreased 42.3%, due to a reduction in average premium rates, a 11.7% appreciation of the Brazilian Real against the U.S. dollar, and a higher aircraft utilization rate.
42
COMMENTS ON EBITDA AND EBITDAR1 |
The impact of a 0.03 cent (R$) RASK decrease was offset by a CASK decrease of 0.14 cents (R$), resulted in an increase of EBITDA per available seat kilometer to 3.21 cents (R$) in 2Q06. Compared to 1Q06, EBITDA per ASK decreased 41.0% . 2Q06 EBITDA was affected by the 4.7% decrease in yields, and totaled R$148.2mm in the period compared to R$93.3mm in 2Q05 (a 58.8% increase) and R$236.3mm in 1Q06 (a 37.3% decrease).
EBITDAR Calculation (R$ cents / ASK) | ||||||||||
2Q06 |
2Q05 |
Chg. % |
1Q06 |
Chg. % |
||||||
Net Revenues | 18.19 | 18.22 | -0.2% | 19.88 | -8.5% | |||||
Operating Expenses | 15.32 | 15.46 | -0.9% | 14.73 | 4.0% | |||||
EBIT | 2.87 | 2.76 | 4.0% | 5.15 | -44.3% | |||||
Depreciation & Amortization | 0.34 | 0.27 | 25.9% | 0.29 | 17.2% | |||||
EBITDA | 3.21 | 3.03 | 5.9% | 5.44 | -41.0% | |||||
EBITDA Margin | 17.6% | 16.6% | +1.0 pp | 27.4% | -9.8 pp | |||||
Aircraft Rent | 1.58 | 2.02 | -21.8% | 1.53 | 3.3% | |||||
EBITDAR | 4.79 | 5.05 | -5.1% | 6.97 | -31.3% | |||||
EBITDAR Margin | 26.3% | 27.7% | -1.4 pp | 35.1% | -8.8 pp | |||||
EBITDAR Calculation (R$ million) | ||||||||||
2Q06 |
2Q05 |
Chg. % |
1Q06 |
Chg. % |
||||||
Net Revenues | 844.0 | 562.2 | 50.1% | 863.0 | -2.2% | |||||
Operating Expenses | 711.8 | 477.1 | 49.2% | 639.2 | 11.4% | |||||
EBIT | 132.3 | 85.0 | 55.6% | 223.8 | -40.9% | |||||
Depreciation & Amortization | 15.9 | 8.3 | 92.4% | 12.5 | 27.2% | |||||
EBITDA | 148.2 | 93.3 | 58.8% | 236.3 | -37.3% | |||||
EBITDA Margin | 17.6% | 16.6% | +1.0 pp | 27.4% | -9.8 pp | |||||
Aircraft Rent | 73.4 | 62.4 | 17.7% | 66.5 | 10.4% | |||||
EBITDAR | 221.6 | 155.7 | 42.3% | 302.8 | -26.8% | |||||
EBITDAR Margin | 26.3% | 27.7% | -1.4 pp | 35.1% | -8.8 pp | |||||
Aircraft rent represents a significant operating expense for GOL. As GOL leases all of its aircraft, we believe that EBITDAR, equivalent to EBITDA before aircraft rent expenses (which are USD-denominated) is a useful measure of relative operating performance. On a per available seat kilometer basis, EBITDAR was 4.79 cents (R$) in 2Q06, compared to 5.05 cents (R$) in 2Q05. EBITDAR amounted to R$221.6mm in 2Q06, compared to R$155.7mm in the same period last year and R$302.8mm in 1Q06.
___________________
1EBITDA (earnings before interest, taxes, depreciation and amortization) and EBITDAR (earnings before interest, taxes, depreciation, amortization and rent) are presented as supplemental information because we believe they are
useful indicators of our operating performance. We usually present EBITDAR, in addition to EBITDA, because aircraft leasing represents a significant operating expense of our business, and we believe the impact of this expense should also be
considered. However, neither figure should be considered in isolation, as a substitute for net income prepared in accordance with US GAAP, BR GAAP or as a measure of a companys profitability. In addition, our calculations may not be comparable
to other similarly titled measures of other companies.
43
FINANCIAL RESULTS |
Net financial income increased R$3.5mm. Interest expense increased R$18.4mm primarily due to the increase in long-term debt and a higher amount of short-term working capital debt related to increased operations. Interest income decreased R$0.4mm primarily due to a 3.9 pp decrease in average Brazilian interest rates (as measured by the CDI rate). The increase in other gains was primarily due to R$16.5 mm in fuel hedge gains.
Financial Results (R$ thousands) | 2Q06 |
2Q05 |
1Q06 |
|||
Interest expense | (23,649) | (5,284) | (3,263) | |||
Capitalized interest | 4,355 | 5,677 | 3,350 | |||
Exchange variation gain (loss) | (809) | (1,681) | (3,502) | |||
Interest income | 35,878 | 36,248 | 33,972 | |||
Other gains (losses) | 12,818 | (9,838) | (5,762) | |||
Net Financial Results | 28,593 | 25,122 | 24,795 | |||
NET INCOME AND EARNINGS PER SHARE |
Net income in 2Q06 was R$106.7mm, representing a 12.6% net income margin, vs. R$73.4mm of net income in 2Q05.
Net earnings per share, basic, was R$0.54 in 2Q06 compared to R$0.38 in 2Q05. Basic weighted average shares outstanding were 196,039,449 in 2Q06 and 192,914,653 in 2Q05. Net earnings per share, diluted, was R$0.54 in 2Q06 compared to R$0.38 in 2Q05. Fully-diluted weighted average shares outstanding were 196,156,436 in 2Q06 and 193,759,282 in 2Q05.
Net earnings per ADS, basic, was US$0.25 in 2Q06 compared to US$0.16 in 2Q05. Basic weighted average ADS outstanding were 196,039,449 in 2Q06 and 192,914,653 in 2Q05. Net earnings per ADS, diluted, was US$0.25 in 2Q06 compared to US$0.16 in 2Q05. Fully-diluted weighted average ADS outstanding were 196,156,436 in 2Q06 and 193,759,282 in 2Q05.
Based on GOLs quarterly dividend policy for fiscal 2006, Management recommended payment of quarterly intercalary dividends to shareholders in the form of interest on shareholders equity calculated in accordance with the statutory financial statements ended June 30, 2006. The total payout approved for 2Q06 is R$32.1mm (R$27.2mm net of withholding tax) to be paid as interest on shareholders equity on August 15, 2006 to shareholders of record on June 20, 2006. The net payment for the quarter is equivalent to R$0.13897 per share (approximately US$0.06434 per ADS).
44
CASH FLOW |
Cash, cash equivalents and short-term investments increased R$342.5mm during 2Q06. Cash provided by operating activities was R$2.1mm, mainly due to increased earnings from operations (R$106.7mm), partially offset by a decrease in accounts payable (R$54.3mm), a net increase in deposits for aircraft and engine maintenance (R$12.8mm) and a decrease in other liabilities (R$85.7mm) and. The amount deposited for future maintenance was US$194.8mm at June 30, 2006. Cash used in investing activities was R$152.1mm, consisting primarily of advances for aircraft acquisition (R$98.9mm) and acquisition of property and equipment (R$49.9mm) . Cash provided by financing activities during 2Q06 was R$492.5mm, mainly due to an increase in long-term borrowings (R$565.9mm), partially offset by dividends payable (R$73.6mm) .
Cash Flow Summary (R$ million) | 2Q06 | 2Q05 | % Change | 1Q06 | % Change | |||||
Net cash provided by operating activities | 2.1 |
(23.2) |
-109.0% |
93.8 |
-97.8% |
|||||
Net cash used in investing activities | (152.1)1 |
(67.5)2 |
125.2% |
(109.1)3 |
39.4% |
|||||
Net cash provided by financing activities | 492.5 |
277.8 |
77.3% |
59.1 |
733.3% |
|||||
Net increase in cash, cash equivalents & short term investments | 342.5 |
187.1 |
83.1% |
43.8 |
682.0% |
|||||
1. | Excluding R$245.4 mm of cash invested in highly-liquid short-term investments with maturities above 90 days, as defined by SFAS 115. |
2. | Excluding R$106.6 mm of cash invested in highly-liquid short-term investments with maturities above 90 days, as defined by SFAS 115. |
3. | Excluding R$13.2 mm of cash invested in highly-liquid short-term investments with maturities above 90 days, as defined by SFAS 115. |
COMMENTS ON THE BALANCE SHEET |
The net cash position at June 30, 2006 was R$1,255.3mm, an increase of R$397.1mm vs. 1Q06. The Companys total liquidity was R$1,811mm (cash, short-term investments and accounts receivable) at the end of 2Q06. On June 30, 2006, the Company had eleven revolving lines of credit secured by receivables and promissory notes. On June 30, 2006, the outstanding amount under these lines of credit was R$107.4mm.
Cash Position and Debt (R$ million) | 6/30/2006 |
3/31/2006 |
% Change |
|||
Cash, cash equivalents & short-term investments | 1,255.3 |
912.8 |
37.5% |
|||
Short-term debt | 107.4 |
104.5 |
2.8% |
|||
Long-term debt | 565.9 |
- |
N.M. |
|||
Net cash | 582.0 |
808.3 |
-28.0% |
|||
Currently, GOL leases all of its aircraft, as well as airport terminal space, other airport facilities, office space and other equipment. On June 30, 2006, the Company leased 50 aircraft under operating leases, with initial lease term expiration dates ranging from 2006 to 2012. Future minimum lease payments under operating leases are denominated in US dollars. Such leases with initial or remaining terms at June 30, 2006, were as follows:
45
Minimum Lease Payments Schedule (thousands) | ||
R$ | US$ | |
2006 | 152,449 | 70,438 |
2007 | 288,220 | 133,170 |
2008 | 220,505 | 101,883 |
2009 | 174,508 | 80,630 |
2010 | 83,403 | 38,536 |
After 2010 | 161,762 | 74,741 |
Total minimum lease payments | 1,080,847 | 499,398 |
As of June 30, 2006, the Company had 67 firm orders and 34 options to purchase new Boeing 737-800 Next Generation aircraft. The firm orders had an approximate value of US$4.7 billion (based on aircraft list price) and are scheduled to be delivered between 2006 and 2012. As of June 30, 2006, GOL has made deposits in the amount of US$240.1mm related to the orders described below:
Aircraft Purchase Commitments (thousands) | |||
Expected New | |||
Aircraft | R$ | US$ | |
Deliveries | |||
2006 | 11 (*) |
1,528,965 | 706,448 |
2007 | 13 | 1,860,564 | 859,661 |
2008 | 10 | 1,466,108 | 677,405 |
2009 | 11 | 1,669,630 | 771,441 |
2010 | 8 | 1,267,706 | 585,735 |
After 2010 | 14 | 2,324,097 | 1,073,833 |
Total | 67 | 10,117,070 | 4,674,523 |
GOLs expected fleet growth from 2006 to 2012 is as follows:
Aircraft | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 |
737-300 | 12 | 12 | 10 | 3 | - | - | - |
737-700 | 30 | 30 | 28 | 27 | 26 | 23 | 20 |
737-800 | 20 | 33 | 43 | 54 | 62 | 69 | 76 |
Total | 62 | 75 | 81 | 84 | 88 | 92 | 96 |
Owned 737-800s |
5 | 18 | 28 | 39 | 47 | 54 | 61 |
Leased 737-8/7/3s |
57 | 57 | 53 | 45 | 41 | 38 | 35 |
46
OUTLOOK |
GOL will continue to invest in its successful low-cost, low-fare business model. We will continue to evaluate opportunities to expand our operations by adding new flights in Brazil, where sufficient market demand exists, and expanding into other high-traffic centers across South America. We expect to benefit from economies of scale and reduce our average non-fuel cost per available seat kilometer (CASK) as we add additional aircraft to a well-established and highly-efficient operating network, and as our Aircraft Maintenance Center becomes fully-operational. We anticipate a solid third quarter, thanks to the dedicated effort of our employees to improve productivity throughout the Company, and an improved revenue environment.
The scheduled addition of six new aircraft to our fleet in the third quarter of 2006 should allow a 45% increase in available seat capacity over 3Q05. For the third quarter, we expect a load factor in the range of 75-77%, with yields in the range of R$26-28 cents. We expect a stable foreign exchange rate environment for the near term, supported by good economic fundamentals in the Brazilian economy. We expect that high oil prices will continue to impact our fuel costs, but will be partially mitigated by our hedging program. For the third quarter, we expect non-fuel CASK to be in the range of R$9-10 cents.
Financial guidance for 2006 is based on GOLs planned capacity expansion and the expected high demand for our passenger transportation services, driven by strong Brazilian economic fundamentals and GOLs demand-stimulating low fares. We expect full-year load factors to be in the range of 75% (a one point increase over previous guidance). Our projections are for a 2006 full-year EPS in the range of R$3.90 to R$4.30, representing annual earnings growth of over 50%. For 2007, we expect to add at least 13 aircraft to the fleet and expand capacity by at least 30% to adequately serve expected demand and add new markets. We plan to continue to popularize air travel in South America through expansion, technological innovation, improved operating efficiency, strict cost management, the lowest fares and high quality passenger service.
Financial Outlook (US GAAP) | 2006 (full year) | 2007 (preliminary) | |
ASK Growth | +/-45% | +/- 30% | |
Average Load Factor | +/-75% | +/- 75% | |
Net Revenues (billion) | +/- R$ 4.1 | +/- R$ 5.4 | |
Non-fuel CASK (R$) | 9 - 10 cents | +/- 9 cents | |
Operating Margin | 26% - 28% | +/- 26% | |
Earnings per Share | R$ 3.90 - R$ 4.30 | R$ 5.10 - R$ 5.60 | |
47
GLOSSARY OF INDUSTRY TERMS |
Revenue passengers represents the total number of paying passengers flown on all flight segments.
Revenue passenger kilometers (RPK) represents the numbers of kilometers flown by revenue passengers.
Available seat kilometers (ASK) represents the aircraft seating capacity multiplied by the number of kilometers the seats are flown.
Load factor represents the percentage of aircraft seating capacity that is actually utilized (calculated by dividing RPK by ASK).
Breakeven load factor is the passenger load factor that will result in passenger revenues being equal to operating expenses.
Aircraft utilization represents the average number of block hours operated per day per aircraft for the total aircraft fleet.
Block hours refers to the elapsed time between an aircraft leaving an airport gate and arriving at an airport gate.
Yield per passenger kilometer represents the average amount one passenger pays to fly one kilometer.
Passenger revenue per available seat kilometer represents passenger revenue divided by available seat kilometers.
Operating revenue per available seat kilometer (RASK) represents operating revenues divided by available seat kilometers.
Average stage length represents the average number of kilometers flown per flight.
Operating expense per available seat kilometer (CASK) represents operating expenses divided by available seat kilometers.
48
About GOL Linhas Aéreas Inteligentes
GOL Linhas Aéreas Inteligentes, a low cost, low fare airline, is one of the most profitable and fastest growing airlines in the industry worldwide. GOL operates a simplified fleet with a single class of service. The Company has one of the
youngest and most modern fleets in the industry resulting in low maintenance, fuel and training costs, with high aircraft utilization and efficiency ratios. In addition, safe and reliable services, which stimulate GOLs brand recognition and
customer satisfaction, allow GOL to have the best value proposition in the market. GOL currently offers over 500 daily flights to 50 major business and travel destinations in Brazil, Argentina, Bolivia, Uruguay and Paraguay with substantial
expansion opportunities. GOLs growth plans include increasing frequencies in existing markets and adding service to additional markets in both Brazil and other high-traffic South American travel destinations. GOLs shares are listed on
the NYSE and the Bovespa. GOL: here everyone can fly!
For more information, flight times and fares, please access our site at www.voegol.com.br or call: 0300-789-2121 in Brazil, 0810-266-3131 in Argentina, 800-1001-21 in Bolivia, 0004 055 127 in Uruguay, 009 800 55 1 0007 in Paraguay and 55 11 2125-3200 in other countries.
CONTACT: GOL Linhas Aéreas Inteligentes S.A.
Ph: (5511) 3169-6800
e-mail: ri@golnaweb.com.br
site: www.voegol.com.br/ir
Media:
MVL Comunicação (São Paulo)
Ph: (5511) 3049-0343 / 3049-0342
e-mail: roberta.corbioli@mvl.com.br/simone.luciano@mvl.com.br
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of GOL. These are merely projections and, as such, are based exclusively on the expectations of GOLs management concerning the future of the business and its continued access to capital to fund the Companys business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and risks disclosed in GOLs filed disclosure documents and are, therefore, subject to change without prior notice.
49
Operating Data | ||||||
US GAAP - Unaudited | ||||||
2Q06 | 2Q05 | % Change | ||||
Revenue Passengers (000) | 4,283 | 3,127 | 37.0% | |||
Revenue Passengers Kilometers (RPK) (mm) | 3,523 | 2,239 | 57.3% | |||
Available Seat Kilometers (ASK) (mm) | 4,641 | 3,086 | 50.4% | |||
Load factor | 75.9% | 72.6% | +3.3 pp | |||
Break-even load factor | 64.0% | 61.6% | +2.4 pp | |||
Aircraft utilization (block hours per day) | 13.9 | 13.7 | 1.5% | |||
Average fare | R$ 190.04 | R$ 173.39 | 9.6% | |||
Yield per passenger kilometer (cents) | 22.33 | 23.43 | -4.7% | |||
Passenger revenue per available set kilometer (cents) | 16.95 | 17.00 | -0.3% | |||
Operating revenue per available seat kilometer (RASK) (cents) | 18.19 | 18.22 | -0.2% | |||
Operating cost per available seat kilometer (CASK) (cents) | 15.32 | 15.46 | -0.9% | |||
Operating cost, excluding fuel, per available seat kilometer (cents) | 9.20 | 9.22 | -0.2% | |||
Number of Departures | 39,043 | 28,996 | 34.6% | |||
Average stage length (km) | 804 | 701 | 14.7% | |||
Avg number of operating aircraft during period | 48.3 | 32.0 | 50.9% | |||
Full-time equivalent employees at period end | 7,229 | 4,002 | 80.6% | |||
% of Sales through website during period | 82.4% | 78.0% | +4.4 pp | |||
% of Sales through website and call center during period | 92.9% | 91.7% | +1.2 pp | |||
Average Exchange Rate (1) | R$ 2.19 | R$ 2.48 | -11.7% | |||
End of period Exchange Rate (1) | R$ 2.16 | R$ 2.35 | -8.1% | |||
Inflation (IGP-M) (2) | 0.7% | 0.2% | +0.5 pp | |||
Inflation (IPCA) (3) | 0.1% | 1.3% | -1.2 pp | |||
WTI (avg. per barrel) (4) | $70.41 | $53.11 | 32.6% | |||
(1) | Source: Brazilian Central Bank |
(2) | Source: Fundação Getulio Vargas |
(3) | Source: IBGE |
(4) | Source: Bloomberg |
50
Consolidated Statement of Operations | ||||||
US GAAP - Unaudited | ||||||
R$ 000 | ||||||
2Q06 | 2Q05 | % Change | ||||
Net operating revenues | ||||||
Passenger | R$ 786,849 | R$ 524,491 | 50.0% | |||
Cargo and Other | 57,179 | 37,677 | 51.8% | |||
Total net operating revenues | 844,028 | 562,168 | 50.1% | |||
Operating expenses | ||||||
Salaries, wages and benefits | 90,175 | 56,542 | 59.5% | |||
Aircraft fuel | 283,756 | 192,618 | 47.3% | |||
Aircraft rent | 73,442 | 62,390 | 17.7% | |||
Sales and marketing | 103,630 | 78,576 | 31.9% | |||
Landing fees | 31,668 | 21,395 | 48.0% | |||
Aircraft and traffic servicing | 40,560 | 19,605 | 106.9% | |||
Maintenance materials and repairs | 34,097 | 10,447 | 226.4% | |||
Depreciation | 15,920 | 8,275 | 92.4% | |||
Other operating expenses | 38,522 | 27,343 | 40.9% | |||
Total operating expenses | 711,770 | 477,191 | 49.2% | |||
Operating income | 132,258 | 84,977 | 55.6% | |||
Other expense | ||||||
Interest expenses | (23,649) | (5,284) | 347.6% | |||
Interest income | 35,878 | 36,248 | -1.0% | |||
Capitalized interest | 4,355 | 5,677 | -23.3% | |||
Exchange variation loss | (809) | (1,681) | -51.9% | |||
Other | 12,818 | (9,838) | -230.3% | |||
Income before income taxes | 160,851 | 110,099 | 46.1% | |||
Income taxes | (54,166) | (36,722) | 47.5% | |||
Net income | 106,685 | 73,377 | 45.4% | |||
Earnings per share, basic | R$ 0.54 | R$ 0.38 | 42.1% | |||
Earnings per share, diluted | R$ 0.54 | R$ 0.38 | 42.1% | |||
Earnings per ADS, basic - US Dollar | $0.25 | $0.16 | 56.3% | |||
Earnings per ADS, diluted - US Dollar | $0.25 | $0.16 | 56.3% | |||
Basic weighted average shares outstanding (000) | 196,039 | 192,915 | 1.6% | |||
Diluted weighted average shares outstanding (000) | 196,156 | 193,759 | 1.2% | |||
51
Consolidated Balance Sheet | ||||
US GAAP - Unaudited | ||||
R$ 000 | ||||
June 30, 2006 | March 31, 2006 | |||
ASSETS | 3,264,329 | 2,739,505 | ||
Current Assets | 1,969,399 | 1,603,824 | ||
Cash and cash equivalents | 233,994 | 136,896 | ||
Short-term investments | 1,021,330 | 775,909 | ||
Receivables less allowance | 555,706 | 578,223 | ||
Inventories | 49,060 | 38,039 | ||
Recoverable taxes and deferred tax | 23,007 | 19,755 | ||
Prepaid expenses | 47,572 | 47,934 | ||
Other current assets | 38,730 | 7,068 | ||
Property and Equipment, net | 802,841 | 669,131 | ||
Pre-delivery deposits for flight equipment | 518,523 | 419,621 | ||
Flight equipment | 265,677 | 242,563 | ||
Other property and equipment | 125,657 | 98,827 | ||
Less accumulated depreciation | (107,016) | (91,880) | ||
Other Assets | 492,089 | 466,550 | ||
Deposits for aircraft leasing contracts | 32,044 | 28,790 | ||
Prepaid aircraft and engine maintenance | 421,661 | 408,851 | ||
Other | 38,384 | 28,909 | ||
LIABILITIES AND SHAREHOLDER'S EQUITY | 3,264,329 | 2,739,505 | ||
Current Liabilities | 588,386 | 702,473 | ||
Accounts payable | 46,502 | 70,656 | ||
Salaries, wages and benefits | 64,389 | 65,795 | ||
Sales tax and landing fees | 88,556 | 107,998 | ||
Air traffic liability | 229,696 | 185,542 | ||
Short-term borrowings | 107,409 | 104,459 | ||
Dividends Payable | 27,836 | 143,618 | ||
Other accrued liabilities | 23,998 | 24,405 | ||
Long Term Liabilities | 638,629 | 72,357 | ||
Long term debt | 565,895 | - | ||
Deferred income taxes, net | 47,399 | 47,523 | ||
Other | 25,335 | 24,834 | ||
Shareholder's Equity | 2,037,314 | 1,964,675 | ||
Preferred shares (no par value) | 845,691 | 845,453 | ||
Common shares (no par value) | 41,500 | 41,500 | ||
Additional paid in capital | 34,982 | 34,300 | ||
Appropriated retained earnings | 39,577 | 39,577 | ||
Unappropriated retained earnings | 1,069,809 | 995,176 | ||
Accumulated other comprehensive gain | 5,755 | 8,669 | ||
52
Consolidated Statement of Cash Flows | ||||||
US GAAP - Unaudited | ||||||
R$ 000 | ||||||
2Q06 | 2Q05 | % Change | ||||
Cash flows from operating activities | ||||||
Net income (loss) | 106,685 | 73,377 | 45.4% | |||
Adjustments to reconcile net income | ||||||
provided by operating activities | ||||||
Depreciation and amortization | 13,047 | 11,628 | 12.2% | |||
Provision for doubtful accounts receivable | - | (247) | -100.0% | |||
Deferred income taxes | 501 | 11,648 | -95.7% | |||
Changes in operating assets and liabilities | ||||||
Receivables | 22,517 | (33,730) | -166.8% | |||
Accounts payable and other accrued liabilities | (54,253) | (10,188) | 432.5% | |||
Deposits for aircraft and engine maintenance | (12,810) | (30,594) | -58.1% | |||
Air traffic liability | 44,154 | 54,248 | -18.6% | |||
Dividends | (32,052) | (60,013) | nm | |||
Other liabilities, net | (85,693) | (39,322) | 117.9% | |||
Net cash provided by (used in) operating activities | 2,096 | (23,193) | -109.0% | |||
Cash flows from investing activities | ||||||
Deposits for aircraft leasing contracts | (3,254) | 5,692 | -157.2% | |||
Acquisition of property and equipment | (49,944) | (28,298) | 76.5% | |||
Pre-delivery deposits | (98,902) | (44,927) | 120.1% | |||
Changes in short-term securities | (245,421) | (106,647) | 130.1% | |||
Net cash used in investing activities | (397,521) | (174,180) | 128.2% | |||
Cash flows from financing activities | ||||||
Short term borrowings, net | 2,950 | 15,173 | -80.6% | |||
Long term borrowings, net | 565,895 | - | nm | |||
Issuance of preferred shares | 238 | 256,734 | -99.9% | |||
Others, net | (2,914) | 5,880 | nm | |||
Dividends payable | (73,646) | - | nm | |||
Net cash provided by financing activities | 492,523 | 277,787 | 77.3% | |||
Net increase in cash and cash equivalents | 97,098 | 80,414 | 20.7% | |||
Cash and cash equivalents at beginning of the period | 136,896 | 93,893 | 45.8% | |||
Cash and cash equivalents at end of the period | 233,994 | 174,307 | 34.2% | |||
Cash, cash equiv. and ST invest. at beg. of the period | 912,805 | 755,725 | 20.8% | |||
Cash, cash equiv. and ST invest. at end of the period | 1,255,324 | 942,786 | 33.2% | |||
Supplemental disclosure of cash | ||||||
flow information | ||||||
Interest paid net of amount capitalized | 23,649 | 5,284 | 347.6% | |||
Income taxes paid | 52,516 | 21,529 | 143.9% | |||
53
Consolidated Statement of Operations | ||||||
BR GAAP - Unaudited | ||||||
R$ 000 | ||||||
2Q06 | 2Q05 | % Change | ||||
Net operating revenues | ||||||
Passenger | R$ 786,849 | R$ 524,491 | 50.0% | |||
Cargo and Other | 57,179 | 37,677 | 51.8% | |||
Total net operating revenues | 844,028 | 562,168 | 50.1% | |||
Operating expenses | ||||||
Salaries, wages and benefits | 89,494 | 55,318 | 61.8% | |||
Aircraft fuel | 283,756 | 192,618 | 47.3% | |||
Aircraft rent | 73,442 | 62,391 | 17.7% | |||
Supplementary rent | 12,385 | 30,801 | -59.8% | |||
Sales and marketing | 103,630 | 78,576 | 31.9% | |||
Landing fees | 31,668 | 21,395 | 48.0% | |||
Aircraft and traffic servicing | 40,560 | 19,605 | 106.9% | |||
Maintenance materials and repairs | 34,097 | 10,447 | 226.4% | |||
Depreciation and amortization | 15,281 | 8,445 | 80.9% | |||
Other operating expenses | 40,360 | 27,440 | 47.1% | |||
Total operating expenses | 724,673 | 507,036 | 42.9% | |||
Operating income | 119,355 | 55,132 | 116.5% | |||
Other expense | ||||||
Financial income (expense), net | (3,460) | 15,469 | -122.4% | |||
Income before income taxes | 115,895 | 70,601 | 64.2% | |||
Income taxes current | (52,516) | (23,198) | 126.4% | |||
Income taxes deferred | 2,738 | (3,659) | -174.8% | |||
Net income before interest on shareholder's | ||||||
equity | 66,117 | 43,744 | 51.1% | |||
Reversal of interest on shareholder's equity | 32,052 | 0 | nm | |||
Net income | 98,169 | 43,744 | 124.4% | |||
Earnings per share | R$ 0.50 | R$ 0.22 | 127.3% | |||
Earnings per ADS - US Dollar | $0.23 | $0.09 | 155.6% | |||
Number of shares at end of period (000) | 196,206 | 195,269 | 0.5% | |||
54
Consolidated Balance Sheet | ||||
BR GAAP - Unaudited | ||||
R$ 000 | ||||
June 30, 2006 | March 31, 2006 | |||
ASSETS | 2,944,136 | 2,428,384 | ||
Current Assets | 1,957,732 | 1,609,662 | ||
Cash and cash equivalents | 448,315 | 186,530 | ||
Short term investments | 807,008 | 726,275 | ||
Receivables less allowance | 555,706 | 578,223 | ||
Inventories | 49,060 | 38,039 | ||
Recoverable taxes and deferred tax | 28,844 | 25,593 | ||
Prepaid expenses | 47,572 | 47,934 | ||
Other current assets | 21,227 | 7,068 | ||
Non-Current Assets | 986,404 | 818,722 | ||
Deposits | 49,549 | 28,790 | ||
Deferred Taxes | 82,673 | 79,639 | ||
Investments | 2,396 | 1,692 | ||
Pre-delivery deposits for flight equipment | 518,523 | 419,621 | ||
Property and equipment | 284,318 | 249,510 | ||
Other | 48,945 | 39,470 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | 2,944,136 | 2,428,384 | ||
Current liabilities | 595,344 | 709,430 | ||
Suppliers payable | 46,502 | 70,656 | ||
Payroll and related charges | 58,389 | 28,104 | ||
Taxes and contributions payable | 71,836 | 81,394 | ||
Sales tax and landing fees | 16,720 | 26,604 | ||
Air traffic liability | 229,696 | 185,542 | ||
Short-term borrowings | 107,409 | 104,459 | ||
Dividends and interest on shareholder's equity payable | 27,836 | 143,618 | ||
Other current liabilities | 36,956 | 69,053 | ||
Non-current liabilities | 591,230 | 24,834 | ||
Long-term debt | 565,895 | - | ||
Accounts payable and provisions | 25,335 | 24,834 | ||
Shareholders' Equity | 1,757,562 | 1,694,120 | ||
Capital | 993,181 | 992,943 | ||
Capital reserves | 89,556 | 89,556 | ||
Earnings reserves | 485,744 | 485,744 | ||
Retained earnings | 183,326 | 117,208 | ||
Total comprehensive income, net of taxes | 5,755 | 8,669 | ||
55
Consolidated Statements of Cash Flows | ||||
BR GAAP - Unaudited | ||||
R$ 000 | ||||
2Q06 | 2Q05 | |||
Cash flows from operating activities | ||||
Net income (loss) | 98,169 | 43,744 | ||
Adjustments to reconcile net income | ||||
provided by operating activities: | ||||
Depreciation and amortization | 15,282 | 8,445 | ||
Provision for doubtful accounts receivable | 783 | 439 | ||
Deferred income taxes | (3,877) | 3,659 | ||
Changes in operating assets and liabilities | ||||
Receivables | 21,734 | (34,416) | ||
Inventories | (11,021) | (2,681) | ||
Prepaid expenses, other assets | ||||
and recoverable taxes | (25,680) | (10,982) | ||
Accounts payable and long-term vendor payable | (24,154) | (10,698) | ||
Air traffic liability | 44,154 | 54,757 | ||
Taxes payable | (9,558) | (909) | ||
Payroll and related charges | 30,285 | (14,406) | ||
Provision for contingencies | 501 | - | ||
Interest on shareholder's capital | (32,052) | - | ||
Other liabilities | (41,980) | (6,404) | ||
Net cash provided by (used in) operating activities | 62,586 | 30,548 | ||
Cash flows from investing activities | ||||
Short term borrowings, net | (80,733) | 42,381 | ||
Investments | (704) | (633) | ||
Deposits for aircraft leasing contracts | (20,759) | 5,732 | ||
Pre-delivery deposits | (98,902) | (44,927) | ||
Acquisition of property and equipment | (50,090) | (30,158) | ||
Net cash used in investing activities | (251,188) | (27,605) | ||
Cash flows from financing activities | ||||
Borrowings, net | 568,845 | 15,172 | ||
Capital integralization | 238 | - | ||
Issuance of common and preferred shares | - | 271,330 | ||
Total comprehensive income, net of taxes | (2,914) | - | ||
Dividends paid | (115,782) | (60,003) | ||
Net cash provided by financing activities | 450,387 | 226,499 | ||
Net increase in cash and cash equivalents | 261,785 | 229,442 | ||
Cash and cash equivalents at beginning of the period | 186,530 | 95,515 | ||
Cash and cash equivalents at end of the period | 448,315 | 324,957 | ||
Interest paid net of amount capitalized | 23,649 | 5,285 | ||
Income taxes paid | 52,516 | 23,198 | ||
56
GOL LINHAS AÉREAS INTELIGENTES S.A.
| ||
By: |
/S/
Richard F. Lark, Jr. | |
Name: Richard F. Lark, Jr.
Title: Vice President Finance, Chief Financial Officer
|
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.