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___
Quarterly Information
GOL Linhas Aéreas Inteligentes S.A.
September 30, 2006
GOL LINHAS AÉREAS INTELIGENTES S.A.
QUARTERLY INFORMATION
September 30, 2006
Index
Special Review Report | 3 | |
Quarterly Information - ITR | ||
Balance Sheets | 4 | |
Statements of Income | 6 | |
Statements of Changes in Shareholders Equity | 8 | |
Statements of Changes in Financial Position | 9 | |
Notes to the Quarterly Information - ITR | 11 |
SPECIAL REVIEW REPORT
The Board of Directors and Shareholders
Gol Linhas Aéreas Inteligentes S.A.
1. |
We have performed a special review of the Quarterly Information - ITR of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries for the quarter ended September 30 2006, comprising the balance sheets of the parent company and consolidated and
the respective statements of income, the performance report and relevant information prepared in accordance with the accounting practices adopted in Brazil. |
2. |
We conducted our review in accordance with standards of IBRACON Brazilian Institute of Independent Auditors, coupled with the Federal Accounting Council, consisting mainly of: (a) inquiry and discussion with the managers in charge of the
Companys accounting, financial and operating areas in relation to the main criteria adopted in the preparation of the Quarterly Information; and (b) review of information and subsequent events which have or may have relevant effects on the
financial situation and operations of the Company. |
3. |
Based on our special review, we are not aware of any material modification that should be made to the Quarterly Information referred to above for them to be in conformity with the accounting practices adopted in Brazil, in accordance with the rules
issued by the Brazilian Securities and Exchange Commission, specifically applicable to the preparation of the Quarterly Information. |
São Paulo, October 19, 2006
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-1
Maria Helena Pettersson
Accountant CRC-1SP119891/O-0
3
GOL LINHAS AÉREAS INTELIGENTES S.A.
BALANCE SHEETS
September 30, 2006 and June 30, 2006
(In thousands of reais)
Parent Company |
Consolidated |
|||||||||
Note |
09.30.2006 |
06.30.2006 |
09.30.2006 |
06.30.2006 | ||||||
ASSETS | ||||||||||
Current assets | ||||||||||
Cash and cash equivalents | 3 | 86,212 | 109,204 | 666,778 | 448,315 | |||||
Short-term investments | 3 | 490,626 | 349,274 | 939,417 | 807,008 | |||||
Accounts receivable | 4 | - | - | 704,074 | 562,297 | |||||
Allowance for doubtful accounts | 4 | - | - | (9,798) | (6,591) | |||||
Deferred taxes and carryforwards | 5 | 25,829 | 29,906 | 58,916 | 46,036 | |||||
Inventories | 6 | - | - | 74,419 | 49,060 | |||||
Pré-delivered deposits | 8 | - | - | 62,688 | - | |||||
Prepaid expenses | 680 | 813 | 26,876 | 47,572 | ||||||
Dividends receivable | 30,140 | 21,995 | - | - | ||||||
Other receivables | 48,665 | - | 93,059 | 21,227 | ||||||
Total current assets | 682,152 | 511,192 | 2,616,429 | 1,974,924 | ||||||
Non-current assets | ||||||||||
Deposits for aircraft leasing | ||||||||||
contracts | - | - | 41,919 | 49,549 | ||||||
Deferred taxes and carryforwards | 5 | 24,909 | 42,281 | 50,962 | 65,481 | |||||
Investments | 7 | 1,325,714 | 1,269,866 | 2,340 | 2,396 | |||||
Property, plant and equipment | ||||||||||
(include advances for aircraft | ||||||||||
acquisition of R$ 453,109 on | ||||||||||
September 30, 2006 and | ||||||||||
R$518,523 on June 30, 2006) | 8 | - | - | 765,220 | 802,841 | |||||
Other | 225 | 355 | 55,900 | 48,945 | ||||||
Total non-current assets | 1,350,848 | 1,312,502 | 916,071 | 969,212 | ||||||
Total assets | 2,033,000 | 1,823,694 | 3,532,500 | 2,944,136 | ||||||
4
Parent Company |
Consolidated | |||||||||
Note | 09.30.2006 |
06.30.2006 |
09.30.2006 |
06.30.2006 | ||||||
LIABILITIES | ||||||||||
Current liabilities | ||||||||||
Suppliers | 109 | 584 | 119,616 | 46,502 | ||||||
Payroll and related charges | - | - | 71,396 | 58,389 | ||||||
Tax obligations | 14,195 | 4,006 | 67,871 | 71,836 | ||||||
Landing fees and duties payable | - | - | 36,991 | 16,720 | ||||||
Airtraffic liability | - | - | 311,439 | 229,696 | ||||||
Short-term borrowings | 9 | - | - | 123,914 | 107,409 | |||||
Dividends and interest on | ||||||||||
shareholders equity |
62,962 | 61,542 | 62,962 | 27,836 | ||||||
Other liabilities | 35,280 | - | 39,778 | 36,956 | ||||||
Total current liabilities | 112,546 | 66,132 | 833,967 | 595,344 | ||||||
Non-current liabilities | ||||||||||
Long-term debt | 9 | - | - | 750,635 | 565,895 | |||||
Accounts payable and provisions | - | - | 27,444 | 25,335 | ||||||
Shareholders equity | ||||||||||
Capital stock | 993,654 | 993,181 | 993,654 | 993,181 | ||||||
Capital reserves | 89,556 | 89,556 | 89,556 | 89,556 | ||||||
Profit reserves | 510,297 | 498,687 | 510,297 | 498,687 | ||||||
Retained earnings | 328,907 | 170,383 | 328,907 | 170,383 | ||||||
Total comprehensive income, | ||||||||||
net of taxes |
(1,960) | 5,755 | (1,960) | 5,755 | ||||||
Total shareholders equity | 1,920,454 | 1,757,562 | 1,920,454 | 1,757,562 | ||||||
Total liabilities | 2,033,000 | 1,823,694 | 3,532,500 | 2,944,136 | ||||||
See accompanying notes to the Quarterly Information - ITR.
5
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF INCOME (UNAUDITED)
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais, except per share profit)
Parent Company |
||||||||||
07.01.2006 |
07.01.2005 |
01.01.2006 |
01.01.2005 | |||||||
to |
to |
to |
to | |||||||
Note |
09.30.2006 |
09.30.2005 |
09.30.2006 |
09.30.2005 | ||||||
Gross operating revenue | ||||||||||
Passenger | - | - | - | - | ||||||
Cargo | - | - | - | - | ||||||
- | - | - | - | |||||||
Income taxes and contributions | - | - | - | - | ||||||
|
||||||||||
Net operating revenues | - | - | - | - | ||||||
Cost of services rendered | - | - | - | - | ||||||
|
||||||||||
Gross profit | - | - | - | - | ||||||
Operating expenses (income) | ||||||||||
Commercial expenses | - | - | - | - | ||||||
Administrative expenses | (2,049) | (1,054) | (6,756) | (1,331) | ||||||
Others | 48,665 | - | 48,665 | - | ||||||
Interest expenses | 14 | (30,803) | (4,490) | (98,807) | (20,193) | |||||
Interest income | 14 | 22,977 | 15,360 | 38,474 | 29,257 | |||||
|
||||||||||
38,790 | 9,816 | (18,424) | 7,733 | |||||||
|
||||||||||
Results of equity interest | ||||||||||
Equity accounting | 202,335 | 106,982 | 436,476 | 265,281 | ||||||
|
||||||||||
Income before income tax and social | ||||||||||
contribution |
241,125 | 116,798 | 418,052 | 273,014 | ||||||
|
||||||||||
Income tax and social contribution | 15 | (38,397) | - | (23,920) | - | |||||
|
||||||||||
Income before reversal of interest on | ||||||||||
shareholder´s equity | 202,728 | 116,798 | 394,132 | 273,014 | ||||||
|
||||||||||
Reversal of interest on shareholders equity | 14 | 29,504 | - | 96,947 | - | |||||
|
||||||||||
Net income | 232,232 | 116,798 | 491,079 | 273,014 | ||||||
|
||||||||||
Number of outstanding shares on the | ||||||||||
balance sheet date |
196,206,466 | 195,269,054 | 196,206,466 | 195,269,054 | ||||||
Earnings per share (R$) | 1,18 | 0.60 | 2,50 | 1.40 | ||||||
|
See accompanying notes to the Quarterly Information - ITR.
6
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF INCOME (UNAUDITED)
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais, except per share profit)
Consolidated |
||||||||||
07.01.2006 |
07.01.2005 |
01.01.2006 |
01.01.2006 | |||||||
to |
to |
to |
to | |||||||
Note |
09.30.2006 |
09.30.2005 |
09.30.2006 |
09.30.2005 | ||||||
Gross operating revenue | ||||||||||
Passenger | 1,050,024 | 692,076 | 2,730,583 | 1,827,427 | ||||||
Cargo | 36,088 | 20,293 | 87,925 | 54,085 | ||||||
Other | 39,577 | 12,239 | 81,645 | 42,687 | ||||||
|
||||||||||
1,125,689 | 724,608 | 2,900,153 | 1,924,199 | |||||||
Income taxes and contributions | (42,718) | (27,950) | (110,138) | (76,214) | ||||||
|
||||||||||
Net operating revenues | 1,082,971 | 696,658 | 2,790,015 | 1,847,985 | ||||||
Cost of services rendered | 13 | (682,380) | (446,271) | (1,814,962) | (1,217,940) | |||||
|
||||||||||
Gross profit | 400,591 | 250,387 | 975,053 | 630,045 | ||||||
Operating expenses (income) | ||||||||||
Commercial expenses | 13 | (126,041) | (80,439) | (329,001) | (231,096) | |||||
Administrative expenses | 13 | (40,223) | (19,274) | (97,492) | (42,767) | |||||
Interest expenses | 14 | (64,388) | (27,975) | (195,708) | (80,264) | |||||
Interest income | 14 | 65,058 | 48,323 | 182,322 | 136,468 | |||||
|
||||||||||
(165,594) | (79,365) | (439,879) | (217,659) | |||||||
|
||||||||||
Nonoperating Results | 7 | 75,118 | 75,118 | |||||||
Income before income tax and social | ||||||||||
contribution |
310,115 | 171,022 | 610,292 | 412,386 | ||||||
|
||||||||||
Income tax and social contribution | 15 | (107,387) | (54,224) | (216,160) | (139,372) | |||||
Income before reversal of interest on | ||||||||||
shareholder´s equity | 202,728 | 116,798 | 394,132 | 273,014 | ||||||
Reversal of interest on shareholders equity | 14 | 29,504 | - | 96,947 | - | |||||
Net income | 232,232 | 116,798 | 491,079 | 273,014 | ||||||
Number of outstanding shares on the | ||||||||||
balance sheet date |
196,206,466 | 195,269,054 | 196,206,466 | 195,269,054 | ||||||
Earnings per share (R$) | 1.18 | 0.60 | 2.50 | 1.40 | ||||||
See accompanying notes to the Quarterly Information - ITR.
7
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
September 30, 2006 and June 30, 2006
(In thousands of reais)
Capital stock |
Capital reserves |
Profit reserves |
||||||||||||||||
Subsidiarys |
Accumulated |
Retained |
||||||||||||||||
Goodwill in |
special |
other |
earnings or |
|||||||||||||||
Subscribed |
Unrealized |
share |
goodwill |
Legal |
Reinvestment |
comprehensive |
accumulated |
|||||||||||
capital |
capital |
transfer |
reserve |
reserve |
reserve |
income |
deficit |
Total | ||||||||||
Balances at December 31, 2005 | 992,943 | (1,739) | 60,369 | 29,187 | 33,215 | 452,529 | 6,411 | - | 1,572,915 | |||||||||
Realized capital increase | - | 1,739 | - | - | - | - | - | - | 1,739 | |||||||||
Total comprehensive income, net of taxes | - | - | - | - | - | - | 2,258 | - | 2,258 | |||||||||
Net income for the period | - | - | - | - | - | - | - | 160,678 | 160,678 | |||||||||
Profit allocation: | ||||||||||||||||||
Constitution of legal reserve | - | - | - | - | 8,034 | - | (8,034) | - | ||||||||||
Interim dividends and interest on own capital | - | - | - | - | - | - | - | (43,470) | (43,470) | |||||||||
Balances at March 31, 2006 (unaudited) | 992,943 | - | 60,369 | 29,187 | 41,249 | 452,529 | 8,669 | 109,174 | 1,694,120 | |||||||||
Realized capital increase | 711 | (473) | - | - | - | - | - | - | 238 | |||||||||
Total comprehensive income, net of taxes | - | - | - | - | - | - | (2,914) | - | (2,914) | |||||||||
Net income for the period | - | - | - | - | - | - | - | 98,169 | 98,169 | |||||||||
Profit allocation: | ||||||||||||||||||
Constitution of legal reserve | - | - | - | - | 4,909 | - | (4,909) | - | ||||||||||
Interim dividends and interest on own capital | - | - | - | - | - | - | - | (32,051) | (32,051) | |||||||||
Balances at June 30, 2006 (unaudited) | 993,654 | (473) | 60,369 | 29,187 | 46,158 | 452,529 | 5,755 | 170,383 | 1,757,562 | |||||||||
Realized capital increase | - | 473 | - | - | - | - | - | - | 473 | |||||||||
Total comprehensive income, net of taxes | - | - | - | - | - | - | (7,715) | - | (7,715) | |||||||||
Net income for the period | - | - | - | - | - | - | - | 232,232 | 232,232 | |||||||||
Profit allocation: | ||||||||||||||||||
Constitution of legal reserve | - | - | - | - | 11,610 | - | (11,610) | - | ||||||||||
Interim dividends and interest on own capital | - | - | - | - | - | - | - | (62,098) | (62,098) | |||||||||
Balances at September 30, 2006 (unaudited) | 993,654 | - | 60,369 | 29,187 | 57,768 | 452,529 | (1,960) | 328,907 | 1,920,454 | |||||||||
8
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF INCOME (UNAUDITED)
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais, except per share profit)
Parent Company |
||||||||||
07.01.2006 |
07.01.2005 |
01.01.2006 |
01.01.2005 | |||||||
to |
to |
to |
to |
|||||||
Note |
09.30.2006 |
09.30.2005 |
09.30.2006 |
09.30.2005 | ||||||
FINANCIAL RESOURCES PROVIDED BY | ||||||||||
Resourced generated by (used in) operations: | ||||||||||
Net Income for the period | 232,232 | 116,798 | 491,079 | 273,014 | ||||||
From operations: | ||||||||||
Items that not affect net working capital: | ||||||||||
Equity accounting | (202,335) | (106,982) | (436,476) | (265,281) | ||||||
Deferred taxes | 15 | 38,697 | - | 23,920 | - | |||||
Long term taxes and monetary variations | - | 7,456 | - | 11,932 | ||||||
68,594 | 17,272 | 78,523 | 19,665 | |||||||
From shareholders: | ||||||||||
Capital payment | 473 | - | 2,450 | - | ||||||
Capital increase | - | - | - | 271,330 | ||||||
473 | - | 2,450 | 271,330 | |||||||
From third-parties: | ||||||||||
Decrease in non-current assets | - | - | - | 378,856 | ||||||
Increase in non-current liabilities | - | - | - | 667 | ||||||
Investments decrease | 146,487 | - | 149,439 | - | ||||||
Total sources | 215,554 | 17,272 | 230,412 | 670,518 | ||||||
USE OF RESOURCES | ||||||||||
In operations: | ||||||||||
Proposed dividends and interest on shareholders equity | 62,098 | - | 137,619 | - | ||||||
Investments in subsidiaries | - | - | - | - | ||||||
Acquisition of property, plant and equipment | - | 119,891 | - | 380,233 | ||||||
Decrease in non-current liabilities | - | 50,735 | - | - | ||||||
Total comprehensive income, net of taxes | 18 | 7,715 | - | 8,371 | - | |||||
Investments in others non-current assets | 21,195 | 7,456 | 3,959 | - | ||||||
Total investments | 91,008 | 178,082 | 149,949 | 380,233 | ||||||
Increase (decrease) in net working capital | 124,546 | (160,810) | 80,463 | 290,285 | ||||||
Change in net working capital | ||||||||||
Current assets: | ||||||||||
At end of the period | 682,152 | 310,376 | 682,152 | 310,376 | ||||||
At beginning of the period | 511,192 | 471,161 | 608,447 | 80,541 | ||||||
170,960 | (160,785) | 73,705 | 229,835 | |||||||
Current liabilities: | ||||||||||
At end of the period | 112,546 | 673 | 112,546 | 673 | ||||||
At beginning of the period | 66,132 | 648 | 119,304 | 61,123 | ||||||
46,414 | 25 | (6,758) | (60,450) | |||||||
Increase in working capital | 124,546 | (160,810) | 80,463 | 290,285 | ||||||
9
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF INCOME (UNAUDITED)
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais, except per share profit)
Consolidated | ||||||||||
07.01.2006 |
07.01.2005 |
01.01.2006 |
01.01.2005 | |||||||
to |
to |
to |
to | |||||||
Note |
09.30.2006 |
09.30.2005 |
09.30.2006 |
09.30.2005 | ||||||
FINANCIAL RESOURCES PROVIDED BY | ||||||||||
Resourced generated by (used in) operations: | ||||||||||
Net Income for the period | 232,232 | 116,798 | 491,079 | 273,014 | ||||||
From operations: | ||||||||||
Items that not affect net working capital: | ||||||||||
Depreciation and amortization | 13 | 16,472 | 8,721 | 44,149 | 24,140 | |||||
Deferred taxes | 15 | 20,766 | (6,831) | 214 | (6,212) | |||||
269,470 | 118,688 | 535,442 | 290,942 | |||||||
From shareholders: | ||||||||||
Capital payment | 473 | - | 2,450 | - | ||||||
Capital increase | - | - | - | 271,330 | ||||||
473 | - | 2,450 | 271,330 | |||||||
From third-parties: | ||||||||||
Decrease in non-current assets | - | 12,374 | - | 14,999 | ||||||
Increase in non-current liabilities | 186,849 | 995 | 748,664 | - | ||||||
Decrease in property, plant and equipment, | ||||||||||
including pre-delivery deposits |
21,149 | - | - | - | ||||||
Total sources | 477,941 | 132,057 | 1,286,556 | 577,271 | ||||||
USE OF RESOURCES | ||||||||||
In operations: | ||||||||||
Proposed dividends and interest on shareholders | ||||||||||
equity |
62,098 | - | 137,619 | - | ||||||
Capital payment with shares of the subsidiary | - | 250 | - | 489 | ||||||
Acquisition of property, plant and equipment, | ||||||||||
including pre-delivery deposits |
- | 170,438 | 229,341 | 347,862 | ||||||
Decrease in non-current liabilities | - | - | 4,406 | |||||||
Total comprehensive income, net of taxes | 18 | 7,715 | - | 8,371 | - | |||||
Investments in others non-current assets | 6,144 | 2,190 | 22,842 | 4,635 | ||||||
Total investments | 75,957 | 172,878 | 398,173 | 357,392 | ||||||
Increase (decrease) in net working capital | 401,984 | (40,821) | 888,383 | 219,879 | ||||||
Change in net working capital | ||||||||||
Current assets: | ||||||||||
At end of the period | 2,615,531 | 1,438,915 | 2,615,531 | 1,438,915 | ||||||
At beginning of the period | 1,974,924 | 1,515,424 | 1,546,707 | 1,312,050 | ||||||
640,607 | (76,509) | 1,068,824 | 126,865 | |||||||
Current liabilities: | ||||||||||
At end of the period | 833,967 | 424,800 | 833,967 | 424,800 | ||||||
At beginning of the period | 595,344 | 460,488 | 653,526 | 517,814 | ||||||
238,632 | (35,688) | 180,441 | (93,014) | |||||||
Increase in working capital | 401,984 | (40,821) | 888,383 | 219,879 | ||||||
10
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
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 Brazilian cities and also for cities in Argentina, Bolivia, Paraguay, Uruguay and Chile. 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 operation costs and high utilization and efficiency levels.
GOL started its operations at January 15, 2001 and at September 30, 2006 it operated a 54-aircraft fleet, comprised of 14 Boeing 737-800, 26 Boeing 737-700 and 14 Boeing 737-300. During the nine first months of 2006, the Company inaugurated 8 new destinations, increasing served destinations to 53 (46 in Brazil, 3 in Argentina, 1 in Bolivia, 1 in Paraguay , 1 in Uruguay and 1 in Chile).
At September 30, 2006 and June 30, 2006, the Companys share ownership structure is as follows:
09.30.2006 | 06.30.2006 | |||||||||||
Common | Preferred | Total | Common | Preferred | Total | |||||||
ASAS Investment Fund | 100.00% | 39.32% | 72.59% | 98.30% | 40.16% | 72.60% | ||||||
Others | - | 3.06% | 1.39% | 1.70% | 1.02% | 1.40% | ||||||
Market | - | 57.62% | 26.02% | - | 58.82% | 26.00% | ||||||
100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
The Company incorporated in March 2006 two new subsidiaries, GAC Inc. and Gol Finance, located in Cayman Islands, whose activities are relate to aircraft acquisition and financing.
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.
11
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Quarterly Information Continued
Additionally, the Management started to adopt the following accounting practices:
a) Sale and leaseback transactions
The gains on sale-leaseback transactions are fully recognized as non-operational results.
b) Return conditions
The Company operates leased aircraft based on operating lease agreements. The lease agreements establish the conditions in which the aircraft will have to be returned at the end of the leasing period. Depending on the aircraft and its parts utilization and maintenance conditions, at the date of the end of the agreement, the Company may be asked to make additional payments to the lessor regarding such contractual obligations. The Company accrues those costs, if any, on the date they can be estimated and probable. Currently there is no accrual constituted for this purpose.
c) 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 September 30, 2006, the net income for the year, in accordance with accounting practices adopted in Brazil (BRGAAP), was R$ 14,598 higher (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$237,763 (R$ 249,416 at December 31, 2005) lower due to, mainly, the gains on aircraft sale and leaseback transactions, 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.
12
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Quarterly Information Continued
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 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.
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.
13
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
3. Cash and Cash Equivalents and short-term investments
Parent Company | Consolidated | |||||||
09.30.2006 | 06.30.2006 | 09.30.2006 | 06.30.2006 | |||||
Cash and cash equivalents | ||||||||
Cash and banks | 1,719 | 3,831 | 65,981 | 58,258 | ||||
Financial Investments | ||||||||
Fixed income | 28,521 | 41,618 | 83,902 | 83,287 | ||||
Variable income | 708 | 156 | 1,330 | 487 | ||||
Government securities | 2,139 | - | 2,139 | - | ||||
Government securities overseas | - | - | 389,674 | 212,313 | ||||
Bank Deposit Certificates CDB | 53,125 | 63,599 | 123,752 | 93,970 | ||||
86,212 | 109,204 | 666,778 | 448,315 | |||||
Short-term Investments |
||||||||
Local currency | ||||||||
Bank Deposit Certificates CDB | 293,091 | 235,992 | 397,127 | 280,611 | ||||
Government securities | 197,535 | 113,282 | 227,372 | 113,282 | ||||
Fixed income investments overseas | - | - | 314,918 | 413,115 | ||||
490,626 | 349,274 | 939,417 | 807,008 | |||||
Financial investments in CDB (Bank Deposit Certificate) have an average remuneration, net of taxes, of approximately 1.12% 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 held by Gol Transportes Aéreos S.A. that earn interest, net of taxes, of 0.87% 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 1.10% per month, being these held by GAC Inc.
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. 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.
14
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
3. Cash and Cash Equivalents and short-term investments Continued
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$ 8,672 as of September 30. Information concerning risk management policies and the positions of open derivative financial instruments are detailed in Note 18.
4. Accounts receivable
Consolidated | ||||
September 30, 2006 |
June 30, 2006 | |||
Credit Cards Administrators | 561,121 | 444,283 | ||
Travel Agencies | 97,392 | 88,896 | ||
Cargo Agencies | 10,226 | 10,371 | ||
Other | 35,335 | 18,747 | ||
704,074 | 562,297 | |||
Allowance for doubtful accounts | (9,798) | (6,591) | ||
694,276 | 555,706 | |||
The variation in the allowance for doubtful accounts is as follows:
Consolidated |
||||
September 30, 2006 |
June 30, 2006 | |||
Balances in the beginning of the period | 6,591 | 5,808 | ||
Additions | 3,652 | 1,314 | ||
Recoveries | (445) | (531) | ||
Final balances of the period | 9,798 | 6,591 | ||
15
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
4. Accounts receivable Continued
The ageing of the accounts receivable is as follows:
Consolidated |
||||
September 30, 2006 |
June 30, 2006 | |||
Not past-due | 691,463 | 552,907 | ||
Past-due for less than 30 days | 1,908 | 2,799 | ||
Past-due for 31 to 60 days | 985 | 602 | ||
Past-due for 61 to 90 days | 299 | 791 | ||
Past-due for 91 to 180 days | 1,974 | 2,025 | ||
Past-due for 181 to 360 days | 3,303 | 2,533 | ||
Past-due for more than 360 days | 4,142 | 640 | ||
704,074 | 562,297 | |||
5. Deferred Taxes, Recoverable Taxes or Carryforwards, Short and Long-Term
Parent Company | Consolidated | |||||||
09.30.2006 | 06.30.2006 | 09.30.2006 | 06.30.2006 | |||||
Recoverable taxes or carryforwards | ||||||||
PIS and Cofins credits | 26 | 26 | 1,322 | 2,033 | ||||
Prepayment of IRPJ and CSSL | 6,985 | 6,985 | 10,469 | 8,553 | ||||
Credit of IRRF on financial investments | 8,523 | 5,275 | 17,010 | 6,593 | ||||
Other | 423 | 423 | 13,513 | 5,828 | ||||
15,957 | 12,709 | 42,314 | 23,007 | |||||
Deferred income tax and social contribution | ||||||||
Accumulated tax losses and social contribution negative basis |
34,781 | 59,478 | 34,781 | 59,478 | ||||
Tax credits arising from incorporation | - | - | 15,080 | 16,540 | ||||
Temporary differences | - | - | 17,433 | 12,492 | ||||
34,781 | 59,478 | 67,294 | 88,510 | |||||
Short-Term | (25,829) | (29,906) | (58,916) | (46,036) | ||||
Long-Term | 24,909 | 42,281 | 50,962 | 65,481 | ||||
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. As further detailed, the forecast of the generation of future taxable income indicates the existence of taxable income in sufficient amount to realize the tax credits, and are supported by the Companys business plans, approved by the Board of Directors:
2007 | 2008 | 2009 | 2010 | Total | ||||||
Forecasted realization | 16,602 | 37,466 | 11,730 | 1,496 | 67,294 |
16
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
6. Inventories
Consolidated | ||||
September 30, 2006 | June 30, 2006 | |||
Consumable material | 2,040 | 3,115 | ||
Parts and maintenance material | 22,820 | 22,729 | ||
Prepayment to suppliers | 30,800 | 16,238 | ||
Other | 18,759 | 6,978 | ||
74,419 | 49,060 | |||
7. Investments in Subsidiaries
Turnover of investments:
Gol | ||||||||||
Transportes | Gol Finance | GAC | Gol | Total dos | ||||||
Aéreos S.A. | LLP | Inc. | Finance | Investimentos | ||||||
Balances at December 31, 2005 | 685,699 | 352,978 | - | - | 1,038,677 | |||||
Capital increase | - | 60,144 | 60,144 | |||||||
Equity accounting | 146,640 | (2,152) | 144,488 | |||||||
Unrealized hedge results | 2,258 | - | 2,258 | |||||||
Dividends | (35,126) | - | (35,126) | |||||||
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 | |||||
Balances at June 30, 2006 | 864,319 | 403,363 | 2,181 | 3 | 1,269,866 | |||||
Capital increase | - | - | - | - | - | |||||
Equity accounting | 95,784 | 631 | 74,358 | 1,335 | 172,108 | |||||
Unrealized hedge results | (1,960) | - | - | - | (1,960) | |||||
Prepaid dividends | (114,300) | (114,300) | ||||||||
Balance at September 30, 2006 | 843,843 | 403,994 | 76,539 | 1,338 | 1,325,714 | |||||
The gains on the sale-leaseback transactions during the period ended September 30, 2006 in the amount of R$75,118 are registered in GAC Inc.
17
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
8. Property, Plant and Equipment
09.30.2006 | 06.30.2006 | |||||||||
Annual | ||||||||||
depreciation | Cost | Accumulated | ||||||||
rate | Depreciation | Net value | Net value | |||||||
Flight equipment | ||||||||||
Aircraft | 13% | 31,851 | (10,536) | 21,315 | 16,201 | |||||
Spare engines | 20% | 54,202 | - | 54,202 | 54,202 | |||||
Replacement part kits | 20% | 225,381 | (93,428) | 131,953 | 124,674 | |||||
Aircraft and safety equipment | 20% | 960 | (231) | 729 | 704 | |||||
Tools | 10% | 4,383 | (459) | 3,924 | 2,515 | |||||
316,777 | (104,654) | 212,123 | 198,296 | |||||||
Property, plant and equipment in service | ||||||||||
Software licenses | 20% | 21,601 | (8,925) | 12,676 | 13,075 | |||||
Computers and peripherals | 20% | 12,266 | (4,077) | 8,189 | 6,335 | |||||
Vehicles | 20% | 2,958 | (1,144) | 1,814 | 1,268 | |||||
Machinery and equipment | 10% | 9,633 | (1,022) | 8,611 | 5,944 | |||||
Furniture and fixtures | 10% | 8,131 | (1,393) | 6,738 | 5,418 | |||||
Facilities | 10% | 2,933 | (327) | 2,606 | 1,982 | |||||
Communication equipment | 10% | 1,360 | (293) | 1,067 | 993 | |||||
Brand names and patents | - | 37 | - | 37 | 37 | |||||
Maintenance Center | 7.27% | 35,146 | - | 35,146 | - | |||||
Leasehold improvements | 4% | 3,589 | (1,567) | 2,022 | 2,416 | |||||
Work in progress | - | 21,082 | - | 21,082 | 48,554 | |||||
118,736 | (18,748) | 99,988 | 86,022 | |||||||
435,513 | (123,402) | 312,111 | 284,318 | |||||||
Advances for aircraft acquisition | - | 453,109 | - | 453,109 | 453,109 | |||||
888,622 | (123,402) | 765,220 | 737,427 | |||||||
Advances for aircraft acquisition refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of 61 Boeing 737-800 Next Generation (67 aircraft at June 30, 2006), as further explained in Note 16, and capitalized interest of R$ 32,410 are included (R$ 26,496 at June 30, 2006). Due to the sale-leaseback transactions agreed, the pre-delivery deposits that will be refunded are classified in current assets.
18
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
9. Short-Term and Long-Term Borrowings
Consolidated | ||||||
Annual | ||||||
Interest | September 30, | September 30, | ||||
Current: |
rate | 2006 | 2006 | |||
Brazilian Currency |
||||||
Working capital | 16.13 % | 117,731 | 107,409 | |||
BNDES Loan | 10.15% | 5,462 | ||||
123,193 | 107,409 | |||||
Foreign Currency |
||||||
IFC Loan | 7.17% | 721 | - | |||
Total short-term borrowings and financings | 123,914 | 107,409 | ||||
Long term: | ||||||
Brazilian Currency |
||||||
BNDES Loan | 10.15% | 58,666 | - | |||
Foreign Currency |
||||||
Bank Loans | 5.00% | 131,405 | 110,715 | |||
IFC Loan | 7.17% | 107,150 | - | |||
297,221 | 110,715 | |||||
Perpetual notes | 8.75% | 453,414 | 455,180 | |||
Total long-term borrowings and financings | 750,635 | 565,895 | ||||
( a ) Working Capital
At September 30, 2006, the Company maintained nine short-term credit lines with five financial institutions that allowed borrowings up to R$ 446,000. Five of those lines are guaranteed by promissory notes which allow borrowings up to R$ 264,000 and at September 30, 2006, there were outstanding borrowings under these facilities amounting R$ 117,731.
( 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. At September 30, 2006, there was R$ 453,414 outstanding under this facility.
19
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
9. Short-Term Borrowings Continued
( 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 3-month Libor. At September 30, 2006, there was R$ 131,405 (US$ 60,438 ) outstanding under this facility.
( d ) Other Financings
In June 2006, GOL signed long term borrowing agreements for R$ 75.7 million (US$ 35.0 million) with the BNDES (the Brazilian Development Bank) and for R$ 108 million (US$50 million) with the International Finance Corporation (IFC).
The BNDES credit line is being used to 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 five years with interest of TJLP + 2.65% p.a. and is guaranteed by accounts receivable. As of September 30, 2006, there was R$62,812 (US$ 28,890) outstanding under this facility.
The financings with the International Finance Corporation (IFC) is being used to acquire aircraft spare parts inventories and working capital. The loan has a term of six years with interest of LIBOR + 1.875% p.a. and is guaranteed by spare parts. As of September 30, 2006, there was R$ 107,150 (US$ 49,282) outstanding under this facility.
The long-term financings maturities, except for the Perpetual notes, considering the 12-month period from October 1 to September 30 of each year are as follows:
Beyond | ||||||||||||||
2007 | 2008 | 2009 | 2010 | 2010 | Total | |||||||||
Brazilian Currency |
||||||||||||||
BNDES Loan | 15,549 | 12,809 | 12,882 | - | 17,426 | 58,666 | ||||||||
Foreign Currency |
||||||||||||||
IFC Loan | 17,858 | 35,717 | 35,717 | 17,858 | - | 107,150 | ||||||||
Bank Loans | - | 131,405 | - | - | - | 131,405 | ||||||||
17,858 | 167,122 | 35,717 | 17,858 | - | 238,555 | |||||||||
Total |
33,407 | 179,931 | 48,599 | 17,858 | 17,426 | 297,221 | ||||||||
20
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
10. Provision for Contingencies
Consolidated | ||||
September 30, 2006 | June 30, 2006 | |||
Provision for labor contingencies | 680 | 617 | ||
Provision for civil contingencies | 4,059 | 3,360 | ||
Provision for tax contingencies | 21,948 | 20,195 | ||
26,687 | 24,172 | |||
There were no significant changes in the status of the proceedings as disclosures in the Financial Statements of the year ended December 31, 2005.
11. 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 basPed on the General Market Price Index (IGP-M).
The balances payable to the associated companies, in the amount of R$ 63 (R$ 130 at June 30, 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$ 1,154 (R$ 686 in the third quarter of 2005).
12. Shareholders Equity
a) Capital stock
i. On September 30, 2006, the capital stock is represented by 107,590,792 common shares and 88,615,674 preferred shares.
ii. The authorized capital stock at September 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.
21
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
12. Shareholders Equity Continued
a) Capital stock Continued
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 September 30, 2006, on the São Paulo Stock Exchange BOVESPA, corresponded to R$ 75.00 and US$ 34.35 on the New York Stock Exchange NYSE. The equity value per share at June 30, 2006 is R$ 9.79 (R$ 9.00 at June 30, 2006).
b) Dividends and Interest on Shareholders Equity
In accordance with Law No. 9,249, - Changes in income tax, social contribution and other steps legislation, 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$ 4,341) referring to the first quarter of 2006 and of R$ 32,051 (including the IRRF in the amount of R$ 1,292) referring to the second quarter of 2006.
The proposed interest on shareholders equity, in the amount of R$ 29,506 (including the IRRF in the amount of R$ 1,266), and the complementary dividends in the amount of R$ 32,592 referring to the third quarter of 2006 will be paid in the fourth quarter of 2006. Such interest on shareholders equity will be inputed to the mandatory minimum dividend for the year ended December 31, 2006.
22
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
13. Cost of Services Rendered, Sales and Administrative Expenses
3Q06 | Consolidated | |||||||||||||
07.01.2006 | 07.01.2005 | |||||||||||||
to | to | |||||||||||||
09.30.2006 | 09.30.2005 | |||||||||||||
Cost of | ||||||||||||||
services | Sales | Administrative | ||||||||||||
rendered | expenses | expenses | Total | % | Total | % | ||||||||
Salaries, wages and benefits | 97,257 | - | 14,175 | 111,432 | 13.1 | 64,803 | 11.9 | |||||||
Aircraft fuel | 357,711 | - | - | 357,711 | 42.2 | 208,711 | 38.2 | |||||||
Aircraft leasing | 80,978 | - | - | 80,978 | 9.5 | 62,135 | 11.4 | |||||||
Maintenance material and repair | 41,267 | - | - | 41,267 | 4.9 | 5,951 | 1.1 | |||||||
Aircraft and traffic servicing | 25,666 | - | 19,463 | 45,129 | 5.3 | 25,869 | 4.7 | |||||||
Sales and marketing | - | 126,041 | - | 126,041 | 14.9 | 80,439 | 14.7 | |||||||
Landing fees | 50,181 | - | - | 50,181 | 5.9 | 24,190 | 4.4 | |||||||
Depreciation and amortization | 14,704 | - | 1,769 | 16,473 | 1.9 | 8,721 | 1.6 | |||||||
Other expenses | 14,616 | - | 4,816 | 19,432 | 2.3 | 65,165 | 11.9 | |||||||
682,380 | 126,041 | 40,223 | 848,644 | 100.0 | 545,984 | 100.0 | ||||||||
2006 Accumulated | Consolidated | |||||||||||||
09.30.2006 | 09.30.2005 | |||||||||||||
Cost of | ||||||||||||||
services | Sales | Administrative | ||||||||||||
rendered | expenses | expenses | Total | % | Total | % | ||||||||
Salaries, wages and benefits | 244,716 | - | 35,667 | 280,383 | 12.5 | 172,638 | 11.6 | |||||||
Aircraft fuel | 895,773 | - | - | 895,773 | 40.0 | 547,499 | 36.7 | |||||||
Aircraft leasing | 220,907 | - | - | 220,907 | 9.9 | 176,394 | 11.8 | |||||||
Maintenance material and repair | 101,479 | - | - | 101,479 | 4.5 | 30,245 | 2.0 | |||||||
Aircraft and traffic servicing | 75,714 | - | 41,596 | 117,310 | 5.2 | 63,240 | 4.2 | |||||||
Sales and marketing | - | 329,001 | - | 329,001 | 14.7 | 231,096 | 15.5 | |||||||
Landing fees | 112,190 | - | - | 112,190 | 5.0 | 64,631 | 4.3 | |||||||
Depreciation and amortization | 39,326 | - | 4,823 | 44,149 | 2.0 | 24,140 | 1.6 | |||||||
Other expenses | 124,857 | - | 15,406 | 140,263 | 6.2 | 181,920 | 12.3 | |||||||
1,814,962 | 329,001 | 97,492 | 2,241,455 | 100.0 | 1,491,803 | 100.0 | ||||||||
At September 30, 2006, aircraft fuel expenses include R$ 3,218, 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.
23
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
14. Net Financial Income
Parent Company | Consolidated | |||||||
07.01.2006 | 01.01.2006 | 07.01.2006 | 01.01.2006 | |||||
to | to | to | to | |||||
09.30.2006 | 09.30.2006 | 09.30.2006 | 09.30.2006 | |||||
Financial Expenses: | ||||||||
Interest on loans | - | - | (24,497) | (51,409) | ||||
Foreign exchange variations on liabilities | (1,150) | - | - | (24,468) | ||||
Losses on financial instruments | - | - | (3,933) | (5,642) | ||||
CPMF tax | (120) | (1,620) | (3,303) | (10,444) | ||||
Monetary variations on liabilities | - | - | (1,059) | (2,446) | ||||
Interest on shareholders equity | (29,504) | (96,947) | (29,504) | (96,947) | ||||
Other | (29) | (240) | (2,092) | (4,352) | ||||
(30,803) | (98,807) | (64,388) | (195,708) | |||||
Financial income: | ||||||||
Interest and gains on financial investments | - | 390 | 16,943 | 35,499 | ||||
Foreign exchange variations on assets | 6,268 | - | 3,810 | 23,881 | ||||
Gains on financial instruments | 16,709 | 38,084 | 26,219 | 95,485 | ||||
Capitalized interest | - | - | 9,149 | 16,854 | ||||
Monetary variations on assets | - | - | 2,277 | 3,750 | ||||
Other | - | - | 6,660 | 6,853 | ||||
22,977 | 38,474 | 65,058 | 182,322 | |||||
Net financial income | (7,826) | (60,333) | 670 | (13,386) | ||||
Parent Company | Consolidated | |||||||
07.01.2005 | 01.01.2005 | 07.01.2005 | 01.01.2005 | |||||
to | to | to | to | |||||
09.30.2005 | 09.30.2005 | 09.30.2005 | 09.30.2005 | |||||
Financial Expenses: | ||||||||
Interest on loans | - | - | (8,812) | (19,257) | ||||
Foreign exchange variations on liabilities | (987) | (3,581) | (9,001) | (24,027) | ||||
CPMF tax | - | - | (461) | (1,337) | ||||
Monetary variations on liabilities | - | (1,261) | (2,040) | (7,649) | ||||
Public offering expenses | (3,503) | (14,996) | (3,503) | (14,996) | ||||
Other | - | (355) | (4,158) | (12,998) | ||||
(4,490) | (20,193) | (27,975) | (80,264) | |||||
Financial income: | ||||||||
Interest and gains on financial investments | - | 1,855 | 5,675 | 19,209 | ||||
Foreign exchange variations on assets | 2,766 | 5,762 | 1,392 | 12,634 | ||||
Gains on financial instruments | 12,416 | 19,440 | 41,123 | 102,094 | ||||
Other | 178 | 2,200 | 133 | 2,531 | ||||
15,360 | 29,257 | 48,323 | 136,468 | |||||
Net financial income | 10,870 | 9,064 | 20,348 | 56,204 | ||||
24
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
15. 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 | 09.30.2006 | 09.30.2005 | 09.30.2006 | 09.30.2005 | ||||
Income before income tax and | ||||||||
social contribution | 418,052 | 273,014 | 610,292 | 412,386 | ||||
Combined tax rate | 34% | 34% | 34% | 34% | ||||
Income tax and social contribution | ||||||||
based on the combined tax rate | 142,138 | 92,825 | 207,499 | 140,211 | ||||
Equity accounting and other | ||||||||
permanent differences | (118,218) | (92,825) | 8,661 | (839) | ||||
Income tax and social contribution | ||||||||
debited to the result | 23,920 | - | 216,160 | 139,372 | ||||
Effective rate | 5.7% | 0% | 35.4% | 33.8% | ||||
Current income tax and social | ||||||||
contribution | - | - | 215,946 | 145,584 | ||||
Deferred income tax and social | ||||||||
contribution | 23,920 | - | 214 | (6,212) | ||||
23,920 | - | 216,160 | 139,372 | |||||
16. Commitments
The Company leases its operating aircraft, airport terminals, other airport facilities, offices and other equipment. At September 30, 2006 the Company carried operational lease agreements on 54 aircraft (50 at June 30, 2006), with expiration dates from 2006 to 2014.
The following table provides the obligations under current and long-term debt obligations, due to operating lease commitments and aircraft purchase commitments as of September 30, 2006:
25
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
16. Commitments Continued
12-month period ending September, 30 | ||||||||||||||
Beyond | ||||||||||||||
2006 | 2007 | 2008 | 2009 | 2010 | 2010 | Total | ||||||||
Operating lease | ||||||||||||||
commitments (1) | 338,790 | 275,806 | 223,244 | 137,321 | 93,750 | 206,837 | 1,275,748 | |||||||
Pre-delivery deposits (2) | 82,693 | 116,003 | 80,206 | 66,748 | 69,998 | 81,424 | 497,072 | |||||||
Aircraft purchase | ||||||||||||||
commitments (3) | 233,704 | 327,846 | 226,676 | 188,640 | 194,435 | 227,858 | 1,399,160 | |||||||
Total | 655,188 | 719,655 | 530,126 | 392,709 | 358,183 | 516,119 | 3,171,980 | |||||||
(1) |
The future commitments based on the operating lease contracts are denominated in U.S. Dollars. The Company has letters of credit in the amount of R$ 50,650 as guarantee of payments for aircraft leasing. |
(2) |
The Company makes payments arising from the construction phase for aircraft acquisitions utilizing the proceeds from equity and debt financings, cash flow from operations, short and medium-term credit lines and supplier financing. |
(3) |
The Company has a purchase contract with Boeing for acquisition of Boeing 737-800 Next Generation aircraft being currently 61 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 9,327 million (corresponding to
approximately US$ 4,290 million) based on the aircraft list price, including estimated amounts for contractual price escalations and pre-delivery deposits during the phase of the aircraft construction. The commitments arising from the aircraft
acquisition not include the portion that will be financed by long-term financings with guarantee of the aircraft by the U.S. Exim Bank (Exim), corresponding to 85% of the total cost of the aircraft. The Company has entered into sale-leaseback
agreements for eight Boeing 737-800 Next Generation aircraft, six of which were delivered during the third quarter of 2006, and two which will be delivered during the fourth quarter of 2006. |
17. 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. On September 30, 2006, the accrual constituted based on Managements estimates and forecasts is R$ 15,031 (R$ 18,706 on September 30, 2005).
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.
26
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
17. Employees Continued
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 | ||
Granted | - | - | ||
Exercised | - | - | ||
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 | ||
Quantity of options to be exercised at September 30, 2006 | 17,484 | 33.06 |
The weighted average fair values on the granting dates of the stock options, at September 30, 2006, were R$ 18.81 and R$ 38.72 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 46%, a weighted average risk free rate of 14.7 % and a average maturity of 3.8 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 third quarter of 2006 would have been R$ 275 lower (R$ 2,091 in the third 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 September 30, 2006 are summarized below:
Outstanding Options | Options to be exercised | |||||||||
Outstanding | Remaining | Weighted | Options to be | Weighted | ||||||
Exercise price | options at | weighted average | average | exercised | average | |||||
interval | 09/30/2006 | maturity | exercise price | 09/30/2006 | exercise price | |||||
33.06 | 87,418 | 3.25 | 33.06 | 17,484 | 33.06 | |||||
47.30 | 99,816 | 4.25 | 47.30 | - | 47.30 | |||||
33.06-47.30 | 187,234 | 3.78 | 40.65 | 17,484 | 33.06 | |||||
27
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. 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 third quarter of 2006 and 2005 represented approximately 42.4% and 38.2% 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.
28
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. Derivative Financial Instruments Continued
a) Fuel price risk
The Companys derivatives contracts, at September 30, 2006, are summarized as follows (in thousands, except otherwise indicated):
09.30.2006 | 12.31.2005 | |||
Fair value of derivative financial instruments at the end of the period | R$ (3,526) | R$ 8,464 | ||
Average term (months) | 5 | 8 | ||
Hedged volume (barrels) | 2,144,000 | 1,431,000 | ||
Period ended: | 09.30.2006 | 09.30.2005 | ||
Gains with hedge effectiveness recognized as aircraft fuel expenses | R$ 0 | R$ 3,342 | ||
Gains (Losses) with hedge ineffectiveness recognized as financial income | R$ (322) | - | ||
Current percentage of hedged consumption (during the quarter) | 85% | 52% |
The Company utilizes financial derivative instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. The Company currently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge approximately 79%, 34% and 29% of its jet fuel requirements for the fourth quarter of 2006, first quarter of 2007 and second quarter of 2007, respectively, at average crude equivalent prices of approximately US$ 76, US$ 69 and US$ 72 per barrel, respectively.
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 120% 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.
29
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. Derivative Financial Instruments Continued
a) Fuel price risk Continued
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 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 September 30, 2006, the Company recognized approximately R$215 (US$ 98) of additional net losses in Others (gains) losses, net, related to the ineffectiveness of its hedges and the loss of hedge accounting for certain hedges. Of this net total, approximately R$107 (US$ 49) was ineffectiveness expense and mark-to-market losses related to contracts that settled during second third quarter 2006. As of September 30, 2006 there was R$2,327 (US$ 1,070) on unrealized losses with jet fuel hedges recorded in comprehensive income.
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 | ||||||||
4Q06 | 1Q07 | 2Q07 | Total | |||||
Nominal volume in barrels (thousands) | 1,055 | 531 | 558 | 2,144 | ||||
Nominal volume in liters (thousands) | 167,724 | 84,418 | 88,711 | 340,853 | ||||
Future agreed rate per barrel (USD)* | 75.55 | 69.03 | 71.54 | 72.89 | ||||
Total in Reais ** | 173,295 | 79,695 | 86,793 | 339,783 | ||||
* Weighted average between the strikes of the collars and callspreads.
** The exchange rate at 09/30/2006 was R$ 2.1742 / US$ 1.00
30
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. Derivative Financial Instruments Continued
b) Exchange rate risk
At September 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 September 30, 2006 is set forth below:
Consolidated | ||||
09.30.2006 | 06.30.2006 | |||
Assets | ||||
Cash and cash equivalents and financial investments | 752,610 | 631,716 | ||
Deposits for aircraft leasing contracts | 43,236 | 32,711 | ||
Prepaid leasing expenses | 18,782 | 15,093 | ||
Advances to suppliers | - | 14,157 | ||
Other | 28,487 | 13,741 | ||
843,115 | 707,418 | |||
Liabilities | ||||
Foreign suppliers | 27,036 | 9,792 | ||
Operating leases payable | 23,392 | 25,867 | ||
Insurance premium payable | - | 4 | ||
50,428 | 35,663 | |||
Foreign exchange exposure in R$ | 792,687 | 671,755 | ||
Total foreign exchange exposure in US$ | 364,588 | 310,380 | ||
Obligations not recorded in the balance sheet | ||||
Operating lease agreements | 1,275,748 | 1,080,847 | ||
Obligations arising from firm orders | ||||
for aircraft purchase | 1,399,160 | 1,517,561 | ||
Total foreign exchange exposure in R$ | 3,467,595 | 3,270,163 | ||
Total foreign exchange exposure in US$ | 1,594,883 | 1,510,956 | ||
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.
31
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. Derivative Financial Instruments Continued
b) Exchange rate risk Continued
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):
09.30.2006 | 12.31.2005 | ||||||
Fair value of derivative financial instruments at the end of the period | R$ | 556 | R$ | 1,249 | |||
Remaining longer period (months) | 2 | 1 | |||||
Hedged volume | R$220,137 | R$ | 135,129 | ||||
Period ended: | 09.30.2006 | 09.30.2005 | |||||
Gains with hedge effectiveness recognized in operating expenses | R$ | (6,655) | R$ | (2,352) | |||
Gains with hedge ineffectiveness recognized in financial expenses | R$ | (1,560) | R$ | (4,480) | |||
Current percentage of hedged consumption (during the quarter) | 52% | 50% |
32
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. Derivative Financial Instruments Continued
b) Exchange rate risk Continued
The Company accounts its futures derivative instruments of foreign currencies as cash flow hedges. At September 30, 2006, the unrealized gain in the shareholders equity was R$ 367, net of taxes.
Market risk factor: Exchange rate | ||||||
Exchange market | ||||||
Future agreements bought | ||||||
October | November | |||||
2006 | 2006 | Total | ||||
Nominal value in dollars | 37,250 | 40,250 | 77,500 | |||
Future agreed rate | 2.19 | 2.21 | 2.20 | |||
Total in Reais | 82,148 | 88,639 | 170,787 | |||
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 September 30, 2006, there were no open hedge contracts for the international interest rate risk.
33
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
18. Derivative Financial Instruments Continued
d) Interest rate risk Continued
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 September 30, 2006, the nominal value of Interbank Deposit futures contracts traded on the Brazilian Mercantile and Futures Exchange (BM&F) totaled R$ 33,500 with periods of up to 3 years, with a total fair market value of R$ (14,280) 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 September 30, 2006, the total amount invested in boxes was R$ 69,000 with average term of 15 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 September 30, 2006, the notional amount of fixed-rate swaps to CDI was R$114,000 with a fair value of R$ (54); and the notional amount of currency swaps to CDI was R$ 245,656 with a fair value or R$ 4,404. The changes in fair value of these swaps is reflected in financial income in the period of change.
34
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Continued
Period from July 1 to September 30 2006 and 2005
(In thousands of reais)
19. 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 September 30, 2006 the insurance coverage, by nature, considering GOLs aircraft fleet and in relation to the maximum indemnifiable amounts, is the following:
Aeronautic Type | R$ (000) | US$ (000) | ||
Warranty Hull | 3,265,068 | 1,501,733 | ||
Civil Liability per occurrence/aircraft | 1,630,650 | 750,000 | ||
Warranty Hull/War | 3,265,068 | 1,501,733 | ||
Inventories | 206,549 | 95,000 |
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.
On September 29, 2006, an aircraft performing Gol Airlines Flight 1907 from Manaus enroute to Rio with a stop in Brasilia, was involved in a mid-air collision with a aircraft of ExcelAir. The Gol aircraft, a new Boeing 737-800 Next Generation, went down in the Amazon forest and there were no survivor among the 148 passengers and six crew members. The ExcelAir aircraft, a new Embraer Legacy 135 BJ, performed an emergency landing and all of its seven occupants were unharmed. The Company continues to cooperate fully with all regulatory and investigatory agencies to determine the cause of this accident. Presently, the Company does not have sufficient information to estimate the amount of claims relating to this accident. The Company maintains insurance for the coverage of these risks and liabilities. The payments for the aircraft will be covered by the insurance maintained. The Company does not expect any liabilities arising from the accident involving Flight 1907 to have a material adverse effect on the financial position or results of operation of the Company.
35
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais)
APPENDIX I STATEMENTS OF CASH FLOW
Parent Company | |||||||
07.01.2006 | 07.01.2005 | 01.01.2006 | 01.01.2006 | ||||
to | to | to | to | ||||
09.30.2006 | 09.30.2005 | 09.30.2006 | 09.30.2005 | ||||
Net income for the period | 232,232 | 116,798 | 491,079 | 273,014 | |||
Adjustments to reconcile net income to net cash generated | |||||||
by operating activities: | |||||||
Deferred income taxes | 38,697 | - | 23,920 | - | |||
Equity accounting | (202,335) | (106,982) | (436,476) | (265,281) | |||
Capitalized interest | - | - | - | - | |||
Variations in operating assets and liabilities: | |||||||
Accounts receivable | - | - | - | - | |||
Prepaid expenses, taxes recoverable and other | |||||||
receivables | (65,650) | (1,221) | (67,232) | (6,886) | |||
Credit with associated companies | - | 169,841 | - | 434,118 | |||
Suppliers | (475) | - | 109 | - | |||
Taxes payable | 10,189 | - | (2,856) | - | |||
Interest on shareholders equity | (28,628) | - | 17,251 | - | |||
Other liabilities | 32,580 | (197) | 34,508 | 1,207 | |||
Net cash generated (used) in operating activities | 19,310 | 178,239 | 60,303 | 436,172 | |||
Investment activities: | |||||||
Financial investments | (141,352) | (10,282) | (280,218) | (256,243) | |||
Investments | 138,342 | (119,891) | 498,805 | (380,233) | |||
Deposits for leasing contracts | - | - | - | - | |||
Net cash used in investment activities | (3,010) | (130,173) | 188,587 | (636,476) | |||
Financing activities: | |||||||
Capital paid | 473 | - | 2,450 | - | |||
Capital increase | - | - | - | 271,330 | |||
Total comprehensive income, net of taxes | (7,715) | - | (8,371) | - | |||
Dividends paid | (32,050) | - | (193,389) | (60,003) | |||
Liabilities with associated companies | - | (51,402) | - | - | |||
Net cash generated in financing activities | (39,292) | (51,402) | (199,310) | 211,327 | |||
Net cash addition | (22,992) | (3,336) | 49,580 | 11,023 | |||
Cash and cash equivalents at the beginning of the year | 109,204 | 18,661 | 36,632 | 4,302 | |||
Cash and cash equivalents at the end of the year | 86,212 | 15,325 | 86,212 | 15,325 | |||
Transactions not affecting cash | |||||||
Additional information: | |||||||
Income tax and social contribution paid during the quarter | - | 3,167 | - | 5,043 |
36
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais)
APPENDIX I STATEMENTS OF CASH FLOW Continued
Consolidated | |||||||
07.01.2006 | 07.01.2005 | 01.01.2006 | 01.01.2006 | ||||
to | to | to | to | ||||
09.30.2006 | 09.30.2005 | 09.30.2006 | 09.30.2005 | ||||
Net income for the period | 232,232 | 116,798 | 491,079 | 273,014 | |||
Adjustments to reconcile net income to net cash generated | |||||||
by operating activities: | |||||||
Depreciation and amortization | 16,472 | 8,721 | 44,149 | 24,140 | |||
Provision for doubtful accounts receivable | 3,207 | 486 | 4,908 | 1,172 | |||
Deferred income taxes | 20,766 | (6,831) | 214 | (6,212) | |||
Capitalized interest | (5,914) | (4,644) | (32,410) | (17,626) | |||
Variations in operating assets and liabilities: | |||||||
Receivables | (141,777) | (32,321) | (135,226) | (130,581) | |||
Inventories | (25,359) | (7,632) | (33,736) | (10,605) | |||
Prepaid expenses, taxes recoverable and other | |||||||
receivables | (139,636) | 15,928 | (177,640) | 4,852 | |||
Suppliers | 73,114 | 1,922 | 45,692 | (10,686) | |||
Operating leases payable | - | (1,058) | - | (1,536) | |||
Air traffic liability | 81,743 | 2,533 | 93,639 | 33,835 | |||
Taxes payable | (3,965) | 2,948 | 10,685 | (2,981) | |||
Payroll and related charges | 13,007 | 15,135 | 31,449 | 9,514 | |||
Provisions for contingencies | 2,109 | 5,707 | (1,971) | 6,546 | |||
Interest on shareholders equity | 5,078 | - | 17,251 | - | |||
Other liabilities | 23,093 | (4,891) | (32,403) | (19,441) | |||
Net cash generated (used) in operating activities | 154,170 | 112,801 | 325,680 | 153,405 | |||
Investment activities: | |||||||
Financial investment | (132,409) | 67,238 | (199,686) | (107,230) | |||
Investments | 56 | (250) | (511) | (489) | |||
Deposits for leasing contracts | 7,630 | 4,150 | (12,301) | 6,843 | |||
Acquisition of property, plant and equipment | 27,063 | (166,135) | (196,931) | (330,236) | |||
Deferred acquisition | - | (1,849) | - | (4,635) | |||
Net cash used in investment activities | (97,660) | (96,846) | (409,429) | (435,747) | |||
Financing activities: | |||||||
Short-term borrowings | 201,245 | (57,878) | 820,533 | (51,671) | |||
Capital paid | 473 | - | 2,450 | - | |||
Capital increase | - | - | - | 271,330 | |||
Total comprehensive income, net of taxes | (7,715) | - | (8,371) | - | |||
Dividends paid | (32,050) | - | (193,389) | (60,013) | |||
Net cash generated in financing activities | 161,953 | (57,878) | 621,223 | 159,646 | |||
Net cash addition | 218,463 | (41,923) | 537,474 | (122,696) | |||
Cash and cash equivalents at the beginning of the year | 448,315 | 324,957 | 129,304 | 405,730 | |||
Cash and cash equivalents at the end of the year | 666,778 | 283,034 | 666,778 | 283,034 | |||
Transactions not affecting cash | |||||||
Additional information: | |||||||
Special goodwill reserve | 13,624 | - | 15,082 | 29,187 | |||
Interest paid during the quarter | 24,497 | 8,812 | 51,409 | 19,257 | |||
Income tax and social contribution paid during the quarter | 69,352 | 57,391 | 198,677 | 144,415 |
37
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais)
APPENDIX II PRO FORMA CONSOLIDATED VALUE ADDED STATEMENTS
Parent Company | |||||||
07.01.2006 | 07.01.2005 | 01.01.2006 | 01.01.2006 | ||||
to | to | to | to | ||||
09.30.2006 | 09.30.2005 | 09.30.2006 | 09.30.2005 | ||||
REVENUES | |||||||
Passenger, cargo and other transportation | 48,665 | - | 48,665 | - | |||
Provision for doubtful accounts receivable | - | - | - | - | |||
INPUT ACQUIRED FROM THIRD PARTIES (includes | |||||||
ICMS and IPI) | |||||||
Fuel and lubricant suppliers | - | - | - | - | |||
Material, energy, third-party services and other | (2,049) | (1,054) | (6,756) | (1,331) | |||
Aircraft insurance | - | - | - | - | |||
Sales and marketing | - | - | - | - | |||
GROSS VALUE ADDED | 46,616 | (1,054) | 41,909 | (1,331) | |||
RETENTIONS | |||||||
Depreciation and amortization | - | - | - | - | |||
NET VALUE ADDED GENERATED BY THE COMPANY | 46,616 | (1,054) | 41,909 | (1,331) | |||
VALUE ADDED RECEIVED IN TRANSFER | |||||||
Results of the Corporate Interest | 202,335 | 106,982 | 436,476 | 265,281 | |||
Interest income (expense) | (7,826) | 10,870 | (60,333) | 9,064 | |||
TOTAL VALUE ADDED TO BE DISTRIBUTED | 241,125 | 116,798 | 418,052 | 273,014 | |||
VALUE ADDED DISTRIBUTION | |||||||
Employees | - | - | - | - | |||
Government | (38,397) | - | (23,920) | - | |||
Financing companies | - | - | - | - | |||
Leasers | - | - | - | - | |||
Shareholders | 26,543 | - | 9,816 | - | |||
Reinvested | (229,771) | (116,798) | (403,948) | (273,014) | |||
TOTAL DISTRIBUTED VALUE ADDED | (241,125) | (116,798) | (418,052) | (273,014) | |||
38
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Periods from July 1 to September 30, 2006 and 2005 and
From January 1 to September 30, 2006 and 2005
(In thousands of reais)
APPENDIX II PRO FORMA CONSOLIDATED VALUE ADDED STATEMENTS Continued
Consolidated | |||||||
07.01.2006 | 07.01.2005 | 01.01.2006 | 01.01.2006 | ||||
to | to | to | to | ||||
09.30.2006 | 09.30.2005 | 09.30.2006 | 09.30.2005 | ||||
REVENUES | |||||||
Passenger, cargo and other transportation | 1,125,689 | 724,608 | 2,900,153 | 1,924,199 | |||
Provision for doubtful accounts receivable | (3,207) | (486) | (9,798) | (4,719) | |||
INPUT ACQUIRED FROM THIRD PARTIES (includes | |||||||
ICMS and IPI) | |||||||
Fuel and lubricant suppliers | (357,711) | (208,711) | (895,773) | (547,499) | |||
Material, energy, third-party services and other | (112,647) | (80,841) | (365,961) | (222,488) | |||
Aircraft insurance | (7,540) | (8,025) | (20,365) | (21,454) | |||
Sales and marketing | (126,041) | (80,439) | (329,001) | (231,096) | |||
GROSS VALUE ADDED | 518,543 | 346,106 | 1,279,255 | 896,943 | |||
RETENTIONS | |||||||
Depreciation and amortization | (16,473) | (8,721) | (44,149) | (24,140) | |||
NET VALUE ADDED GENERATED BY THE COMPANY | 502,070 | 337,385 | 1,235,106 | 872,803 | |||
VALUE ADDED RECEIVED IN TRANSFER | |||||||
Interest income (expense) | 25,167 | 29,160 | 38,023 | 75,461 | |||
TOTAL VALUE ADDED TO BE DISTRIBUTED | 527,237 | 366,545 | 1,273,129 | 948,264 | |||
VALUE ADDED DISTRIBUTION | |||||||
Employees | (111,432) | (64,802) | (280,383) | (172,638) | |||
Government | (150,105) | (82,174) | (326,298) | (215,586) | |||
Financing companies | (24,497) | (8,812) | (51,409) | (19,257) | |||
Leasers | (38,475) | (93,959) | (220,907) | (267,769) | |||
Shareholders | 17,894 | - | 9,816 | - | |||
Reinvested | (220,622) | (116,798) | (403,948) | (273,014) | |||
TOTAL DISTRIBUTED VALUE ADDED | (527,237) | (366,545) | (1,273,129) | (948,264) | |||
39
GOL LINHAS AÉREAS INTELIGENTES S.A.
| ||
By: |
/S/
Richard F. Lark, Jr.
| |
Name: Richard F. Lark, Jr.
Title: Executive 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.