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___
Financial Statements
GOL Linhas Aéreas Inteligentes S.A.
Years ended at December 31, 2006 and 2005,
with Report of Independent Registered Public
Accounting Firm
GOL LINHAS AÉREAS INTELIGENTES S.A.
FINANCIAL STATEMENTS
December 31, 2006 and 2005
Index
Report of Independent Registered Public Accounting Firm | 1 | |
Audited Financial Statements | ||
Balance Sheets | 2 | |
Statements of Income | 4 | |
Statements of Shareholders Equity | 5 | |
Statements of Changes in Financial Position | 6 | |
Notes to the Financial Statements | 7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Gol Linhas Aéreas Inteligentes S.A.
We have audited the consolidated balance sheets of GOL Linhas Aéreas Inteligentes S.A. and its subsidiaries, drawn up on December 31, 2006 and 2005, and related consolidated statements of income, statements of shareholders equity and statements of changes in financial position, corresponding to the year ended on those dates, prepared under the responsibility of its Management. Our responsibility is to express an opinion on these consolidated financial statements.
We conducted our audits in accordance with the auditing rules applicable in Brazil and comprised: (a) planning our audits taking into consideration the significance of balances, the volume of transactions and the accounting and internal control systems of the Company, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the financial statements, and (c) assessing the accounting principles used and significant estimates adopted by the Companies Management, as well as evaluating the overall financial statement presentation.
In our opinion, the aforementioned financial statements fairly represent, in all material aspects, the consolidated equity and financial position of GOL Linhas Aéreas Inteligentes S.A. and its subsidiaries on December 31, 2006 and 2005, the related consolidated results of operations, the pro forma shareholders equity, and consolidated changes in financial position referring to the year ended on those dates, pursuant to the accounting practices adopted in Brazil.
We conducted our audits with the purpose of issuing an option about the financial statements referred to in the first paragraph. The consolidated social balance sheet and the statements of cash flow and the value added of the parent company and consolidated prepared according to the accounting practices adopted in Brazil are being presented to provide additional information on the Company, although they are not required as part of the financial statements. These statements have been submitted to audit procedures described in the second paragraph and, in our opinion, are fairly presented in all material aspects concerning the financial statements taken as a whole.
Tha accounting practices in Brazil differ in some significative aspects to the accounting practices applicable in the United States of America. The information relative to the nature and effect of such differences are presented in the Note 2 to the financial statements.
São Paulo, January 29, 2007
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-1
Maria Helena Pettersson
CRC-1SP119891/O-0
1
GOL LINHAS AÉREAS INTELIGENTES S.A.
BALANCE SHEETS
December 31, 2006 and 2005
(In thousands of reais)
Parent Company | Consolidated | |||||||||
Note | 2006 | 2005 | 2006 | 2005 | ||||||
ASSETS | ||||||||||
Current assets | ||||||||||
Cash and cash equivalents | 3 | 136,332 | 36,632 | 699,990 | 129,304 | |||||
Short-term investments | 3 | 473,166 | 210,408 | 1,006,356 | 739,731 | |||||
Accounts receivable | 4 | - | - | 659.306 | 563.958 | |||||
Deferred taxes and carryforwards | 5 | 13,467 | 11,037 | 73,451 | 20,022 | |||||
Inventories | 6 | - | - | 75,165 | 40,683 | |||||
Prepaid expenses | 464 | 864 | 64,496 | 39,907 | ||||||
Dividends receivable | 173,372 | 349,506 | - | - | ||||||
Other credits | 7 | 86,312 | - | 145,817 | 13,102 | |||||
Total current assets | 883,113 | 608,447 | 2,724,581 | 1,546,707 | ||||||
Non-current assets | ||||||||||
Deposits for aircraft leasing | ||||||||||
contracts | - | - | 40,787 | 29,618 | ||||||
Deferred taxes and carryforwards | 5 | - | 45,000 | 23,466 | 62,121 | |||||
Credits with lessors companies | 130,068 | 95 | 145,593 | 35,553 | ||||||
Investments | 7 | 1,179,229 | 1,038,677 | 2,281 | 1,829 | |||||
Property, plant and equipment (include | ||||||||||
advances for aircraft acquisition of R$ | ||||||||||
436,911 in 2006 and R$356,765 in 2005) | 8 | - | - | 795,430 | 580,028 | |||||
Deferred and judicial deposits | - | - | 48,030 | - | ||||||
Total non-current assets | 1,309,297 | 1,083,772 | 1,055,587 | 709,149 | ||||||
Total assets | 2,192,410 | 1,692,219 | 3,780,168 | 2,255,856 | ||||||
2
Parent Company | Consolidated | |||||||||
Note | 2006 | 2005 | 2006 | 2005 | ||||||
LIABILITIES | ||||||||||
Current | ||||||||||
Short-term borrowings | 9 | - | - | 140,688 | 54,016 | |||||
Suppliers | 185 | - | 124,110 | 73,924 | ||||||
Payroll and related charges | - | - | 64,954 | 39,947 | ||||||
Tax obligations | 5 | 44,478 | 17,051 | 100,177 | 57,186 | |||||
Landing fees and duties | - | - | 39,217 | 26,564 | ||||||
Airtraffic liability | 2a | - | - | 335,268 | 217,800 | |||||
Dividends and interest on | ||||||||||
shareholders equity | 12d | 42,961 | 101,482 | 42,961 | 101,482 | |||||
Employee profit sharing | 16 | - | - | 22,867 | 31,691 | |||||
Insurance | - | - | 44,897 | 25,371 | ||||||
Other liabilities | 36,827 | 771 | 40,376 | 25,545 | ||||||
Total current liabilities | 124,451 | 119,304 | 955,515 | 653,526 | ||||||
Non-current Liabilities | ||||||||||
Long-term borrowings | 9 | - | - | 726,981 | - | |||||
Provision for contingencies and others | 10 | - | - | 29,713 | 29,415 | |||||
Shareholders equity | ||||||||||
Capital stock | 12 a | 993,654 | 991,204 | 993,654 | 991,204 | |||||
Capital reserves | 12 b | 89,556 | 89,556 | 89,556 | 89,556 | |||||
Profit reserves | 12 c | 989,071 | 485,744 | 989,071 | 485,744 | |||||
Total comprehensive income, | ||||||||||
net of taxes | 2r and 17a | (4,322) | 6,411 | (4,322) | 6,411 | |||||
Total shareholders equity | 2,067,959 | 1,572,915 | 2,067,959 | 1,572,915 | ||||||
Total liabilities | 2,192,410 | 1,692,219 | 3,780,168 | 2,255,856 | ||||||
See accompanying notes to the financial statements.
3
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF INCOME
Years ended on December 31, 2006 and 2005
(In thousands of reais, except per share profit)
Parent Company | Consolidated | |||||||||
Note | 2006 | 2005 | 2006 | 2005 | ||||||
Gross operating revenue | ||||||||||
Passenger | 2a | - | - | 3,722,046 | 2,642,699 | |||||
Cargo | 2a | - | - | 126,096 | 78,599 | |||||
Others | - | - | 103,716 | 56,786 | ||||||
- | - | 3,951,858 | 2,778,084 | |||||||
Income taxes and contributions | - | - | (149,841) | (108,994) | ||||||
Net operating revenues | - | - | 3,802,017 | 2,669,090 | ||||||
Cost of services rendered | 13 | - | - | (2,577,111) | (1,745,565) | |||||
Gross profit | - | - | 1,224,906 | 923,525 | ||||||
Operating expenses (income) | ||||||||||
Commercial expenses | 13 | - | - | (414,597) | (335,722) | |||||
Administrative expenses | 13 | (8,664) | (1,733) | (201,367) | (77,341) | |||||
Interest expenses | 14 | (135,128) | (127,661) | (256,565) | (219,072) | |||||
Interest income | 14 | 238,201 | 31,518 | 399,376 | 185,730 | |||||
Others income | 48,665 | - | - | - | ||||||
143,074 | (97,876) | (473,153) | (446,405) | |||||||
Results of equity interest | ||||||||||
Equity accounting | 536,315 | 375,429 | - | - | ||||||
Non-operating results | 8 | - | 98,071 | |||||||
Income before income tax and social | ||||||||||
contribution | 679,389 | 277,553 | 849,824 | 477,120 | ||||||
Income tax and social contribution | 5 | (118,804) | 33,278 | (289,239) | (166,289) | |||||
Income before reversal of interest on | ||||||||||
shareholder´s equity | 12 a | 560,585 | 310,831 | 560,585 | 310,831 | |||||
Reversal of interest on shareholders equity | 12 | 123,887 | 113,670 | 123,887 | 113,670 | |||||
Net income | 684,472 | 424,501 | 684,472 | 424,501 | ||||||
Number of outstanding shares on the | ||||||||||
balance sheet date | 196,206,466 | 195,972,633 | 196,206,466 | 195,972,633 | ||||||
Earnings per share (R$) | 3.49 | 2,17 | 3.49 | 2.17 | ||||||
See accompanying notes to the financial statements.
4
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF SHAREHOLDERS EQUITY
Years ended on December 31, 2006 and 2005
(In thousands of reais)
Capital Stock | Capital reserves | Profit reserves | |||||||||||||||
Subsidiarys | Accumulated | ||||||||||||||||
special | other | ||||||||||||||||
Sbuscribed | Unrealized | Tax | goodwill | Legal | Reinvestment | comprehensive | Retained | ||||||||||
capital | capital | incentives | reserve | reserve | reserve | income | earnings | Total | |||||||||
Balance on December 31, 2004 | 719,474 | - | 60,369 | 29,187 | 11,990 | 167,123 | - | - | 988,143 | ||||||||
Capital increase on April 27, 2005 | 193,890 | - | - | - | - | - | - | - | 193,890 | ||||||||
Capital increase on May 2, 2005 | 77,440 | - | - | - | - | - | - | - | 77,440 | ||||||||
Capital increase on October 25, 2005 | 400 | - | - | - | - | - | - | - | 400 | ||||||||
Capital increase on December 21, 2005 | 1,739 | (1,739) | - | - | - | - | - | - | - | ||||||||
Total comprehensive income, net of taxes | - | - | - | - | - | - | 6,411 | - | 6,411 | ||||||||
Net income for the period | - | - | - | - | - | - | - | 424,501 | 424,501 | ||||||||
Proposed profit allocation: | |||||||||||||||||
Legal reserve | - | - | - | - | 21,225 | - | - | (21,225) | - | ||||||||
Dividends and interest on own capital | - | - | - | - | - | - | - | (117,870) | (117,870) | ||||||||
Reinvestment reserve | - | - | - | - | - | 285,406 | - | (285,406) | - | ||||||||
Balance on December 31, 2005 | 992,943 | (1,739) | 60,369 | 29,187 | 33,215 | 452,529 | 6,411 | - | 1,572,915 | ||||||||
Realized capital increase | 711 | 1,739 | - | - | - | - | - | - | 2,450 | ||||||||
Total comprehensive income, net of taxes | - | - | - | - | - | - | (10,733) | - | (10,733) | ||||||||
Net income for the period | - | - | - | - | - | - | - | 684,472 | 684,472 | ||||||||
Proposed profit allocation: | |||||||||||||||||
Legal reserve | - | - | - | - | 34,224 | - | - | (34,224) | - | ||||||||
Dividends and interest on own capital | - | - | - | - | - | - | - | (181,145) | (181,145) | ||||||||
Reinvestment reserve | - | - | - | - | - | 469,103 | - | (469,103) | - | ||||||||
Balance on December 31, 2006 | 993,654 | - | 60,369 | 29,187 | 67,439 | 921,632 | (4,322) | - | 2,067,959 | ||||||||
See accompanying notes to the financial statements.
5
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF CHANGES IN FINANCIAL POSITION
Year ended on December 31, 2006 and 2005
(In thousands of reais)
Parent Company | Consolidated | |||||||||
Note | 2006 | 2005 | 2006 | 2005 | ||||||
FINANCIAL RESOURCES | ||||||||||
Resources generated by (used on) operations | ||||||||||
Net income for the period | 684,472 | 424,501 | 684,472 | 424,501 | ||||||
From operations: | ||||||||||
Items that not affection working capital: | ||||||||||
Equity accounting | (536,315) | (375,429) | - | - | ||||||
Depreciation and amortization | 13 | - | - | 58,252 | 36,206 | |||||
Deferred taxes | 5 | (37,782) | (33,278) | (31,533) | (23,287) | |||||
110,375 | 15,794 | 711,191 | 437,420 | |||||||
From shareholders: | ||||||||||
Tax benefit contributed by shareholders | 2,450 | - | 2,450 | - | ||||||
Capital increase | 12a | - | 271,730 | - | 271,730 | |||||
2,450 | 271,730 | 2,450 | 271,730 | |||||||
From third-parties: | ||||||||||
Decrease in non-current assets | - | 390,788 | - | - | ||||||
Increase in non-current liabilities | - | - | 727,279 | 5,889 | ||||||
Decrease in investments | 395,763 | - | ||||||||
Total comprehensive income, net of taxes | 17 | - | 6,411 | - | 6,411 | |||||
Total resources | 508,588 | 684,723 | 1,440,920 | 721,450 | ||||||
USE OF RESOURCES | ||||||||||
In operations: | ||||||||||
Proposed dividends and interest on shareholders equity | 181,145 | 117,870 | 181,145 | 117,870 | ||||||
Investments in subsidiaries | - | 97,032 | 452 | 569 | ||||||
Acquisition of property, plant and equipment, including | ||||||||||
pre-delivery deposits | - | - | 273,654 | 484,129 | ||||||
Decrease in non-current liabilities | - | - | - | 7,865 | ||||||
Total comprehensive income, net of taxes | 10,733 | - | 10,733 | - | ||||||
Investments in others non-current assets | 47,191 | 96 | 99,051 | 12,072 | ||||||
Total investments | 239,069 | 214,998 | 565,035 | 622,505 | ||||||
Increase in net working capital | 269,519 | 469,725 | 875,885 | 98,945 | ||||||
Change in net working capital | ||||||||||
Current assets: | ||||||||||
At end of the period | 883,113 | 608,447 | 2,724,581 | 1,546,707 | ||||||
At beginning of the period | 608,447 | 80,541 | 1,546,707 | 1,312,050 | ||||||
274,666 | 527,906 | 1,177,874 | 234,657 | |||||||
Current liabilities: | ||||||||||
At end of the period | 124,451 | 119,304 | 955,515 | 653,526 | ||||||
At beginning of the period | 119,304 | 61,123 | 653,526 | 517,814 | ||||||
5,147 | 58,181 | 301,989 | 135,712 | |||||||
Increase in net working capital | 269,519 | 469,725 | 875,885 | 98,945 | ||||||
See accompanying notes to the financial statements.
6
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 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 operating costs and high utilization and efficiency levels.
Gol Linhas Aéreas Inteligentes S.A. was incorporated on March 12, 2004, having as shareholders the Grupo Áurea companies: Aeropar Participações S.A and Comporte Participações S.A. Aeropar Participações S.A. and Comporte Participações S.A. are companies controlled by members of the Board of Directors of Gol Linhas Aéreas Inteligentes S.A. In March 2006, due to a restruction of the Companys corporate shareholdings, the shares held by Aeropar Participações S.A. and Comporte Participações S.A. were transferred to the Fundo de Investimento em Participações ASAS.
The wholly-owned subsidiary GOL, incorporated on August 1, 2000, has as main corporate purpose the regular air transportation of passengers, cargo and express courier in the domestic and foreign territories, under the concession regime as authorized by the Brazilian Civil Aviation Department DAC (now Civil Aviation National Agency ANAC), of the Ministry of Aeronautics, by means of the Ordinance No. 1109/DGAC as of August 18, 2000.
The Company started its operations on January 15, 2001 and, on December 31, 2006, operated a 65-aircraft fleet, comprised of 21 Boeing 737-800, 30 Boeing 737-700 and 14 Boeing 737-300. During 2006, the Company inaugurated 10 new destinations, increasing served destinations to 55 (48 in Brazil, 3 in Argentina, 1 in Bolivia, 1 in Uruguay, 1 in Paraguay and 1 in Chile).
During the third quarter of 2006, the Company inaugurated its center for aircraft maintenance in Confins MG.
7
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006 and 2005
(In thousands of reais)
1. Business Overview Continued
On December 31, 2006 and 2005, the Companys share ownership structure is as follows:
2006 | 2005 | |||||||||||
Common | Preferred | Total | Common | Preferred | Total | |||||||
Fundo de Investimento ASAS | 100.00% | 35.79% | 71.00% | - | - | - | ||||||
Aeropar Participações S.A. | - | - | - | 100.00% | 36.40% | 71.92% | ||||||
Comporte Participações S.A. | - | - | - | - | 3.87% | 1.71% | ||||||
Others | - | 3.04% | 1.37% | - | 0.82% | 0.36% | ||||||
Market | - | 61.17% | 27.63% | - | 58.91% | 26.01% | ||||||
100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | |||||||
On December 31, 2006 and 2005, the Company has the following share participations:
Share participations | ||||
2006 | 2005 | |||
Gol Transportes Aéreos S.A. (GOL) | 100% | 100% | ||
Gol Finance LLP | - | 100% | ||
Gol Finance | 100% | - | ||
GAC Inc. | 100% | - |
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. The Gol Finance LLP was ended in 2006 and its assets and rights were transfered to GAC Inc.
2. Basis of Preparation and Presentation of the Financial Statements
The Company has entered into an Agreement for the Adoption of Level 2 Differentiated Corporate Governance Practices with the São Paulo Stock Exchange BOVESPA, integrating 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 financial statements even comprise the additional requirements of BOVESPA Novo Mercado (New Market).
8
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued
The financial statements include the following supplementary information that the Management considers material for the market:
Appendix I Statements of cash flow - prepared according to the indirect method, using accounting records, based on the guidelines of IBRACON Brazilian Institute of Independent Auditors.
Appendix II Statements of value added prepared according to the Brazilian Accounting Rules, supplemented by orientation and recommendations of the Brazilian Securities and Exchange Commission CVM.
Appendix III Statement of Environmental and Social Information prepared according to the Brazilian Accounting Rules (not audited).
The main accounting practices and criteria adopted by the Company are described as follows:
a) Recognition of revenues
Revenues are appropriated in compliance with the accrual basis method. Passenger transportation revenues are recognized after the effective provision of services. Tickets sold and corresponding air traffic liabilities are shown in current liabilities, having as utilization term the period of one year.
Cargo transportation revenues are recognized when the transport is executed. Other revenues are represented by charter services, flight reservation change rates and other services, which are recognized when services are provided.
b) Cash and cash equivalents, financial investments and short-term investments
Financial investments with maturity not over 90 days from the balance sheet date are classified as Cash and cash equivalents and shown by the investment amount, plus remunerations proportionally contracted and recognized up to the balance sheet date. Short-term investments of fixed income, variable income, public securities and certificates of bank deposits (CDB) refer to financial investments redeemable in a term over 90 days from the balance sheet date and are represented by securities acquired with the purpose of being frequently and actively traded, classified as securities for trading. Such investments are evaluated and accounted by the market value determined based on quotations or estimates, and realized and unrealized gains and losses are recognized in the result.
9
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued c) Provision for doubtful accounts
Provision for doubtful accounts is constituted in an amount sufficient to cover possible losses in the realization of accounts receivable.
d) Inventories
Inventories are comprised of consumption material, parts and maintenance material. They include imports in progress and are presented at their acquisition cost, reduced by obsolescence provisions, when applicable, not surpassing the market value.
e) Deposits for leasing contracts
As defined in the operational lease contracts, all aircraft operated by the Company are leased in the operating leasing mode with no purchase option clause, the Company makes lease contract deposits for leasing companies. These deposits are denominated in US dollars, do not earn interest and are repayable at the end of the contract.
f) Investments
The investments in subsidiaries are recognized under the equity accounting method. The financial statements of the subsidiaries are prepared based on accounting practices in accordance with the Companys. The financial statements of Gol Finance LLP, Gol Finance and Gac Inc. are converted into Brazilian Reais considering that its functional currency is the Real and that certain non-monetary items are maintained at the historical cost in foreign currency and are converted using the foreign exchange rate at the begging of the transaction. The monetary items are converted based on the historical foreign exchange rate in force on the balance sheet date with the corresponding foreign exchange variations recognized as financial income.
10
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued
g) Property, plant and equipment
Property, plant and equipment is recorded by acquisition cost, which includes financial charges incurred during the aircraft construction stage, minus respective accumulated depreciation, calculated by the straight-line method with the rates taking into consideration the estimated useful life of the assets. Improvements in third-party assets of aircrafts, furnitures and airport bases are depreciated based on rent contracts. Recovery of property, plant and equipment in the course of future operations is periodically evaluated.
h) Deferred charges
Deferred charges are comprised by the remaining balance of pre-operating expenses and expenses that will benefit deferred income and may be amortized in a period of 2 to 5 years.
i) Assets and liabilities in foreign currency or subject to indexation
They are restated based on foreign exchange rates and indices effective on the balance sheet date.
j) Operational leasings
Monthly contract liabilities resulting from aircraft operational leasing contracts without a purchase option clause are appropriated to the result by the time they are incurred.
k) Financial revenues (expenses)
Financial revenues represent accrued interest, foreign exchange variations of assets, financial investment gains and financial derivative instrument gains. Financial expenses include interest expenses on loan, foreign exchange and monetary variations of liabilities and losses with financial derivative instruments.
l) Income tax and social contribution
Provision for income tax is calculated at the 15% rate plus a 10% additional on the exceeding taxable income at R$ 240 a year, and social contribution is constitutes at 9% rate on the taxable base.
11
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued December 31, 2006 and 2005 (In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued
l) Income tax and social contribution Continued
Deferred income tax and social contribution arise from accumulated tax losses, social contribution negative base and from temporary additions to the taxable income. 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.
The fiscal credit arising from goodwill incorporated by the Company is being amortized on a straight-line basis in 60 months.
m) Employee profit sharing
The provision for employee profit sharing is monthly constituted based on Managements estimates, considering the targets established for the year, and recorded as payroll expenses.
n) Provision for contingencies
Provision for contingencies is constituted based on the options of legal consultants by amounts sufficient to cover losses and risks considered probable.
o) Use of estimates
The preparation of the financial statements in accordance with the accounting practices require that the Management makes estimates based on assumptions affecting the value of assets, liabilities, revenues and expenses and disclosures presented in the financial statements. The effective results may differ from these estimates.
p) Consolidation
The consolidation process of balance and result accounts adds up horizontally the balances of the accounts of assets, liabilities, revenues and expenses, according to their nature, supplemented by the elimination of the interests of the parent company in the capital, reserve and retained earnings of the subsidiaries. The exclusive funds recorded as short-term investments are consolidated.
12
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued
q) Proposed profit allocation
The financial statements reflect the Board of Directors proposal for the allocation of the net income for the year in the assumption of its approval by the Annual General Meeting.
r) Derivatives
In order to protect a part of the Companys exposure from variations of foreign exchange rates and from the increase in fuel prices, the Company uses oil and foreign exchange financial derivative instruments. Those instruments are mainly futures, options, collars and swaps.
As there is not a future market for aircraft fuel in Brazil, the Company uses international derivatives to manage its exposure to increases in fuel price. There is a high correlation between international oil prices and aircraft fuel in Brazil, making oil derivatives effective in the compensation of variations in aircraft fuel prices and serving as a short-term protection against strong increases in the average aircraft fuel price.
The Company measures the effectiveness of derivatives in relation to variations in the hedged assets prices. As most of the Companys fuel derivatives is not traded on stock exchanges, the Company estimates their fair values. The fair value of derivative instruments, depending on the type, is determined based on evaluation methods of present value and option appreciation models that use assumptions on the market price of commodities. Furthermore, as there is not a reliable futures market for aircraft fuel, Management estimates aircraft fuel future prices to measure the effectiveness of derivatives to offset variations in prices.
13
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued
r) Derivatives Continued
Aiming to record, demonstrate and disclose transactions with financial derivative instruments carried out by the Company and its subsidiaries, based on their formal risk management policies, the Company started, as of January 2005, to measure the effectiveness of financial derivative instruments used with the specific purpose of market risk coverage based on their fair values, and to recognize the non effective portion of realized results of the transactions with financial derivative instruments directly in the financial result for the year, as the effective portion of realized results is recognized by means of adjusting revenues and expenses related to the items, covered. Unrealized results or the variation of the market fair value are recognized in the shareholders equity and recognized in the result at the settlement date of the contracts.
The accounting policy for effectiveness measurement of derivative instruments was defined based on the Companys risk management policy that considers effective instruments which offset between 80% and 125% of the change in the price of the item to which protection was contracted.
The market value of financial derivative instruments is calculated based on usual market practices, using closing amounts in the period and material underlying quotations, except for option contracts, whose values are determined by means of the adoption of a pricing methodology (Black & Scholes), and the variables and information related to volatility ratios are obtained by means of acknowledged market information providers.
s) Sale and leaseback transactions
The gains on sale-leaseback transactions are fully recognized, in the date of the transaction, as non-operational results.
t) 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 the payments can be estimated as highly probable. Currently there is no accrual constituted for this purpose.
14
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
2. Basis of Preparation and Presentation of the Financial Statements Continued
u) Earnings per share
Earnings per share are calculated based on the number of outstanding shares on the balance sheet date.
v) Conciliation between information and the disclosures under USGAAP
Preferred shares of Gol Linhas Aéreas Inteligentes S.A. are traded as American Depositary Shares ADS on the NYSE in the United States of America and are subject to the rules of the US Securities and Exchange Commission SEC. The Company prepares the consolidated financial statements according to generally accepted accounting principles in the United States of America USGAAP. Aiming to fulfill the need for information in the markets in which it operates, the Companys practice is to simultaneously disclose its corporate financial statements and the USGAAP.
The accounting practices adopted in Brazil differ from accounting principles generally accepted in the United States USGAAP applicable to the air transport segment, mainly in respect with the allocation of maintenance expenses to the result. On December 31, 2006, the net income for the period, in accordance with accounting practices adopted in Brazil (BRGAAP), was R$ 126,120 higher (R$88,729 lower on December 31, 2005) due to this difference and the respective tax effects and also to the full recognition of the gains on sale and leaseback transactions, in comparison with net income under USGAAP. At the same date, shareholders equity presented in the Companys financial statements as per Brazilian Corporation Law was R$ 126,424 lower (R$ 249,416 on December 31, 2005) lower due to the differences mentioned above, also as the result of the accrual in USGAAP financial statements of net proceeds received through issuing shares and accounting for stock options granted to executives and employees. There are also differences in the classification of assets, liabilities and income items. The Company discloses significant information on transactions in a consistent way in the corporate financial statements as per Brazilian Corporation Law and in accordance with USGAAP.
15
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
3. Cash and Cash Equivalents and short-term investments
Parent Company | Consolidated | |||||||
2006 | 2005 | 2006 | 2005 | |||||
Cash and cash equivalents | ||||||||
Cash and banks | 2,388 | 210 | 66,875 | 25,964 | ||||
Financial Investments | 133,944 | 36,422 | 633,115 | 103,340 | ||||
136,332 | 36,632 | 699,990 | 129,304 | |||||
Short-term Investments | ||||||||
Government securities | 289,373 | 32,687 | 449,374 | 286,800 | ||||
Bank Deposits Certificates CDB | 183,793 | 177,721 | 207,057 | 452,931 | ||||
Debentures | - | - | 349,925 | - | ||||
473,166 | 210,408 | 1,006,356 | 739,731 | |||||
Financial investments in CDB (Bank Deposit Certificate) have an average remuneration, net of taxes, of approximately 1.05% 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 0.81% 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 0.92% per month, being these held by GAC Inc.
The Company holds 100% of exclusive investment fund quotas, constituted as mutual fund with indefinite term and with tax neutrality, resulting in benefits to their quota holders. Investments in investment funds have a 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 Brasil BACEN, these investments are classified as securities for trading, appraised at market value, whose earnings are reflected in financial revenues.
16
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
3. Cash and Cash Equivalents and short-term investments Continued
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$ 9,565 as of December 31, 2006. Information concerning risk management policies and the positions of open derivative financial instruments are detailed in Note 17.
4. Accounts receivable
Consolidated | ||||
2006 | 2005 | |||
Credit Cards Administrators | 540,800 | 498,398 | ||
Travel Agencies | 74,522 | 53,415 | ||
Cargo Agencies | 10,386 | 6,065 | ||
Other | 43,964 | 10,970 | ||
669,672 | 568,848 | |||
Allowance for doubtful accounts | (10,366) | (4,890) | ||
659,306 | 563,958 | |||
The variation in the allowance for doubtful accounts is as follows:
Consolidated | ||||
2006 | 2005 | |||
Balances in the beginning of the year | 4,890 | 3,547 | ||
Additions | 8,037 | 2,645 | ||
Recoveries | (2,561) | (1,302) | ||
Final balances of the year | 10,366 | 4,890 | ||
The ageing of the accounts receivable is as follows:
Consolidated | ||||
2006 | 2005 | |||
Not past-due | 656,682 | 558,937 | ||
Past-due for less than 30 days | 1,762 | 2,521 | ||
Past-due for 31 to 60 days | 1,064 | 1,880 | ||
Past-due for 61 to 90 days | 382 | 223 | ||
Past-due for 91 to 180 days | 1,287 | 929 | ||
Past-due for 181 to 360 days | 3,675 | 1,111 | ||
Past-due for more than 360 days | 4,820 | 3,247 | ||
669,672 | 568,848 | |||
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)
5. Deferred Taxes and Carryforwards, Short and Long-Term and Income Tax and Social Contribution
Parent Company | Consolidated | |||||||
2006 | 2005 | 2006 | 2005 | |||||
Carryforwards | ||||||||
PIS and Cofins credits | 26 | 448 | 1,349 | 520 | ||||
Prepayment of IRPJ and CSSL | 5,799 | 5,799 | 37,500 | 6,221 | ||||
IRRF on financial investments | - | 4,790 | 9,386 | 4,790 | ||||
Other | 424 | - | 12,161 | 2,605 | ||||
6,249 | 11,037 | 60,396 | 14,136 | |||||
Deferred income tax and social contribution tax | ||||||||
Accumulated tax losses and social contribution negative basis |
7,218 | 45,000 | 7,218 | 45,000 | ||||
Tax credits arising from incorporation (note 11b) | - | - | 13,621 | 19,458 | ||||
Temporary differences | - | - | 15,682 | 3,549 | ||||
7,218 | 45,000 | 36,521 | 68,007 | |||||
13,467 | 56,037 | 96,917 | 82,143 | |||||
Short-term | (13,467) | (11,037) | (73,451) | (20,022) | ||||
Long-term | - | 45,000 | 23,466 | 62,121 | ||||
As further detailed, the forecast of the generation of future taxable income, supported by the Companys business plans and approved by the Board of Directors, indicates the existence of taxable income in sufficient amount to realize the tax credits:
2008 | 2009 | Total | ||||
Forecasted realization | 21,519 | 1,947 | 23,466 |
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:
18
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
5. Deferred Taxes and Carryforwards, Short and Long-Term and Income Tax and Social Contribution Continued
Income Tax and Social Contribution | ||||||||
Parent Company | Consolidated | |||||||
Descrição | 2006 | 2006 | 2006 | 2005 | ||||
Income before income tax and social contribution | 679,389 | 277,553 | 849,824 | 477,120 | ||||
Combined tax rate | 34.0% | 34.0% | 34.0% | 34.0% | ||||
Income tax and social contribution based on the combined tax rate |
230,992 | 94,368 | 288,940 | 162,221 | ||||
Other permanent differences | (112,188) | (127,646) | 299 | 4,068 | ||||
Income tax and social contribution debited to the result |
118,804 | (33,278) | 289,239 | 166,289 | ||||
Effective rate | 17.5% | -12,0% | 34.0% | 34.9% | ||||
Current income tax and social contribution | 81,022 | - | 257,706 | 189,576 | ||||
Deferred income tax and social contribution | 37,782 | (33,278) | 31,533 | (23,287) | ||||
118,804 | (33,278) | 289,239 | 166,289 | |||||
6. Inventories
Consolidated | ||||
2006 | 2005 | |||
Consumable material | 4,701 | 3,149 | ||
Parts and maintenance material | 45,763 | 15,644 | ||
Prepayment to suppliers | 20,024 | 14,976 | ||
Other | 4,677 | 6,914 | ||
75,165 | 40,683 | |||
19
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
7. Investments in Subsidiaries
(a) Relevant information on subsidiaries:
Total owned | Participation | Capital | Net income of | |||||||
Subsidiaries | shares | % | stock | Equity | subsidiaries | |||||
Gol Transportes Aéreos S.A. | 451,072,643 | 100 | 526,489 | 700,692 | 475,342 | |||||
Gol Finance | 50,000 | 100 | - | - | (14,584) | |||||
Gac Inc | 50,000 | 100 | - | 75,697 | 75,557 | |||||
Gol Finance LLP | Does not have | 100 | - | - | - |
(b) Turnover of investments:
Gol | ||||||||
Transportes | Gol Finance | GAC | Total of | |||||
Aéreos S.A. | LLP | Inc. | Investments | |||||
Balances at December 31, 2004 | 496,863 | 69,353 | - | 566,216 | ||||
Amount received by capital increase | 390,789 | - | - | 390,789 | ||||
Capital raise in foreign subsidiaries | - | 277,862 | - | 277,862 | ||||
Equity accounting | 369,666 | 5,763 | - | 375,429 | ||||
Dividends paid | (578,030) | - | - | (578,030) | ||||
Unrealized hedge results | 6,411 | - | - | 6,411 | ||||
Balances at December 31, 2005 | 685,699 | 352,978 | - | 1,038,677 | ||||
Equity accounting result | 475,342 | (14,584) | 75,557 | 536,315 | ||||
Unrealized hedge results | (10,733) | - | - | (10,733) | ||||
Prepaid dividends | (310,202) | - | - | (310,202) | ||||
Interest on shareholders equity | (139,414) | - | - | (139,414) | ||||
Capital increase | - | 64,586 | - | 64,586 | ||||
Assets transfer | - | (402,980) | 402,980 | - | ||||
Balance at December 31, 2006 | 700.692 | - | 478.537 | 1.179.229 | ||||
The Management of the wholly-owned subsidiary GOL is proposing the distribution of dividends represented by the total amount of the net income of the year after the deduction of the legal reserve and the totality of the profit reserves at December 31, 2006.
20
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
8. Property, Plant and Equipment
2006 | 2005 | |||||||||
Depreciation | Cost | Accumulated | Net value | Net value | ||||||
rate | depreciation | |||||||||
Flight equipment | ||||||||||
Aircraft | 5% | 41,795 | (15,131) | 26,664 | - | |||||
Spare engines | 20% | 69,441 | - | 69,441 | 53,401 | |||||
Replacement part kits | 20% | 249,527 | (99,194) | 150,333 | 105,123 | |||||
Aircraft and safety equipment | 20% | 1,017 | (257) | 760 | 635 | |||||
Tools | 10% | 4,887 | (557) | 4,330 | 1,700 | |||||
366,667 | (115,139) | 251,528 | 160,859 | |||||||
Property, plant and equipment in service | ||||||||||
Software licenses | 20% | 25,074 | (9,971) | 15,103 | 12,772 | |||||
Vehicles | 20% | 3,419 | (1,335) | 2,084 | 1,017 | |||||
Machinery and equipment | 10% | 11,487 | (1,270) | 10,217 | 3,438 | |||||
Furniture and fixtures | 10% | 8,817 | (1,565) | 7,252 | 3,571 | |||||
Computers and peripherals | 20% | 13,526 | (4,798) | 8,728 | 3,739 | |||||
Communication equipment | 10% | 1,477 | (333) | 1,144 | 877 | |||||
Facilities | 10% | 3,071 | (393) | 2,678 | 942 | |||||
Brand names and patents | - | 37 | - | 37 | 37 | |||||
Maintenance Center | 7.27% | 35,495 | (644) | 34,851 | - | |||||
Leasehold improvements | 4% | 3,601 | (1,960) | 1,641 | 22,519 | |||||
Work in progress | - | 23,256 | - | 23,256 | 13,492 | |||||
129,260 | (22,268) | 106,991 | 62,404 | |||||||
495,927 | (137,408) | 358,519 | 223,263 | |||||||
Advances for aircraft acquisition | - | 436,911 | - | 436,911 | 356,765 | |||||
932,838 | (137,408) | 795,430 | 580,028 | |||||||
Advances for aircraft acquisition refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of 76 Boeing 737-800 Next Generation (65 aircraft in 2005), as further explained in Note 15, and capitalized interest of R$ 33,068 are included (R$ 17,113 in 2005). The pre-delivery deposits that will be refunded were classified in current assets.
The gains on the sale-leaseback transactions in 2006 made by the subsidiary GAC Inc. in the amount of R$ 98,071 are fully recognized in nonoperating results.
21
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
9. Loans and Financing
Annual | Consolidated | |||||
Interest | ||||||
Current: | rate | 2006 | 2005 | |||
Brazilian Currency | ||||||
Working capital | 15.50% | 128,304 | 54,016 | |||
BNDES Loan | 9.60% | 9,648 | - | |||
137,952 | 54,016 | |||||
Foreign Currency | ||||||
IFC Loan | 7.24% | 2,736 | - | |||
Total short-term borrowings and financings | 140,688 | 54,016 | ||||
Long term: | ||||||
Brazilian Currency | ||||||
BNDES Loan | 9.60% | 54,626 | - | |||
Foreign Currency | ||||||
Bank Loans | 5.39% | 128,303 | - | |||
IFC Loan | 7.24% | 107,150 | - | |||
290,079 | - | |||||
Perpetual notes | 8.75% | 436,902 | - | |||
Total long-term borrowings and financings | 726,981 | - | ||||
Total borrowings and financings | 867,669 | 54,016 | ||||
The long-term financing maturities, except for the Perpetual Notes that do not have a determined maturity, considering the 12-month period from January 1 to December 31 of each year are as follows:
Beyond | ||||||||||||||
2008 | 2009 | 2010 | 2011 | 2012 | 2012 | Total | ||||||||
Brazilian Currency | ||||||||||||||
BNDES Loan | 13,883 | 13,651 | 12,998 | 13,106 | 988 | - | 54,626 | |||||||
Foreign Currency | ||||||||||||||
Bank Loans | 128,303 | - | - | - | - | - | 128,303 | |||||||
IFC Loan | 17,817 | 17,817 | 17,817 | 17,817 | 17,817 | 18,065 | 107,150 | |||||||
146,120 | 17,817 | 17,817 | 17,817 | 17,817 | 18,065 | 235,453 | ||||||||
Total | 160,003 | 31,468 | 30,815 | 30,923 | 18,805 | 18,065 | 290,079 | |||||||
( a ) Working Capital
On December 31, 2006, the Company has nine short-term credit lines with five financial institutions that allow loans up to R$ 332,000. One of those lines are guaranteed by promissory notes which allow loans up to R$ 200,000. On December 31, 2006, there were loans of R$ 128,304 using those instruments.
22
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
9. Loans and Financing Continued
( 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 December 31, 2006, there was R$436,902 (US$ 204,350) outstanding under this facility.
( 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 December 31, 2006, there was R$128,303 (US$ 60,010) 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$50 million) with the International Finance Corporation (IFC).
The BNDES credit line is being used to finance a major portion of the construction and expansion of the Gol Aircraft Maintenance Center at the International Airport of Confins, in the state of Minas Gerais, the acquisition of national equipment and materials. The loan has a term of five years with interest of TJLP 2.75% p.a. and is guaranteed by accounts receivable. As of December 31, 2006, there was R$ 54,626 (US$ 25,550) outstanding under this facility.
The financing 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 December 31, 2006, there was R$ 107,150 (US$ 50,117) outstanding under this facility.
23
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
10. Provision for Contingencies
2006 | 2005 | |||
Provision for labor contingencies | 772 | 292 | ||
Provision for civil contingencies | 4,943 | 2,045 | ||
Provision for tax contingencies | 23,523 | 19,294 | ||
Total of provision for contingencies | 29,238 | 21,631 | ||
Others accounts payable | 475 | 7,784 | ||
Total of provision for contingencies and others | 29,713 | 29,415 | ||
( a ) Labor and civil contingencies
The Company takes part in legal proceedings and civil and labor claims that arise in the ordinary course of business. Although the results of those proceedings cannot be forecasted, the final judgment of those actions will not have a relevant side effect in the Companys financial position, operating income and cash flow, according to managements opinion which is supported by its external legal advisors.
In order to demonstrate a better current estimate, the provisions constituted for probable losses are classified in non-current liabilities and are reviewed periodically based on the proceedings evolution and on the background of losses in favor of labor and civil claims.
( b ) Tax contingencies
( b1 ) PIS and COFINS
The Company is judicially discussing several aspects regarding the assessment and calculation basis of PIS and COFINS on its operations. Until 2006, the Company made judicial deposits in the amount of R$ 27,760 and the related provisions regarding legal obligations totaled R$ 22,423.
( b2 ) ICMS
The Company is questioning in court the non-assessment of VAT (ICMS) in aircraft and engine imports under operating leasing in transactions made with lessors headquartered in foreign countries. The Companys Management understands that these transactions are mere leases in view of the contractual obligation to return the object of the contract, which will never integrate the Companys assets. Given that there is no circulation of goods, the tax triggering event is not characterized.
24
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
10. Provision for Contingencies Continued
( b ) Tax contingencies Continued
( b2 ) ICMS Continued
Estimated aggregated value of the current lawsuits - based on the 4% rate applied to the price of the lease aircraft and engines and taking these assets estimated useful life over the average period of the Companys commercial leases totals R$ 45,248 in 2006 (R$45,000 in 2005), monetarily adjusted and excluding eventual default fees.
The Company, supported by case law and the opinion of its independent legal advisors, understands that it is unlikely for the Company to lose these court suits and the accounting practices adopted in the preparation of its financial statements, in line with international standards, do not require provisions for losses.
11. Transactions with Related Parties
The subsidiary GOL maintains operating agreements with associated companies for passenger and luggage transportation between airports and for the transportation of employees, executed under normal market conditions.
GOL is the tenant of the property located at Rua Tamoios, 246, in the city of São Paulo, State of São Paulo, owned by associated company whose agreement expires as of March 31, 2008 and has an annual price restatement clause based on the General Market Price Index (IGP-M).
The payable balances of the associated companies, in the amount of R$ 127 (R$ 97 in 2005) are included in the suppliers balance jointly with third-party operations. The expenses value that affected the 2006 income is R$ 4,152 (R$ 2,300 in 2005).
25
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
12. Shareholders Equity
a) Capital stock
i. On December 31, 2006, the capital stock is represented by 196,206,466 shares, being 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.
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.
On March 17, 2006, the Companys then controlling shareholder, Aeropar Participações S.A. concluded a restruction of its corporate shareholdings, by means of which 31,493,863 preferred shares of the Company, held by Aeropar, were transferred to the Fundo de Investimento em Participações Asas. Comporte Participações S.A. also transferred its 3,351,775 preferred shares of GOL to the same fund.
iv. The quote of the shares of Gol Linhas Aéreas Inteligentes S.A., at December 31, 2006, on the São Paulo Stock Exchange BOVESPA, corresponded to R$ 63.44 and US$ 28.67 on the New York Stock Exchange NYSE. The equity value per share at December 31, 2006 is R$ 10.54 (R$ 8.03 at December 31, 2005).
26
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
12. Shareholders Equity Continued
a) Capital stock Continued
On April 27, 2005, the Company concluded a global public offering of 14,700,000 preferred shares at the price of R$ 35.12, out of which 5,520,811 preferred shares were offered by the Company and 9,179,189 preferred shares were offered by BSSF Air Holding LLC, a company affiliated to the shareholder AIG Capital Partners, in the Brazilian and foreign markets as ADS. The funds raised by the Company by means of the primary offering of new shares, in the amount of R$ 193,890, will be used for its expansion plan, mainly for payment of deposits for aircraft purchase provided under its agreement with Boeing. On May 2, 2005 the Company made a public subscription of 2,205,000 preferred shares, exercising the option for subscription and distribution of new shares according to the agreements entered into with financial institutions for placement of the new shares issued in the amount of R$ 77,440.
b) Capital reserves
i. Special goodwill reserve of subsidiary
The subsidiary Gol Transportes Aéreos S.A. constituted a special goodwill reserve in the amount of R$ 29,187, corresponding to the value of the tax benefit that came from the goodwill amortization accounted by BSSF II Holdings Ltda. and absorbed by the incorporation of that company. The special goodwill reserve may be capitalized at the end of each fiscal year, once the tax benefit has been realized by means of an effective decrease in the taxes paid by the subsidiary. The tax realization of this credit would benefit without distinction all the Companys shareholders on its realization dates. In the fiscal year ended on December 31, 2006 the tax benefit realized was R$ 5,838 (R$ 5,837 in 2005).
ii. Goodwill in the granting of shares
The goodwill reserve was determined based on the granting of shares as a result of the net wealth surplus in relation to the value recorded as capital increase and indistinctively benefits all the shareholders.
27
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
12. Shareholders Equity Continued
c) Revenue reserves
i. Legal
It is constituted by means of the appropriation of 5% of the net income for the year, according to the article 193 of Law No. 6,404/76.
ii. Reinvestments
The remaining net profit portion of the 2006 fiscal year after the constitution of legal reserve reduced from dividends and interest on shareholders equity, in the amount of R$ 469,103 (R$ 285,406 in 2005), was directed to reinvestment as estimated in the capital budget approved by the Board of Directors.
The reinvestment reserve aims to meet the investments estimated in the capital budget for the 2006 fiscal year and depends on the resolution at the Shareholders Annual Meeting to take place in the current year, in the estabilished period by the current societary bylaws.
d) Dividends and Interest on Equity
In accordance with the Companys Bylaws, to the shareholders is guaranteed a mandatory minimum dividend of 25% of the net income for the period adjusted under the terms of the article 202 of the Corporation Law.
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 equity accounts and limited to the pro rata die variation of the Long-Term Interest Rate TJLP, in the amount of R$ 123,887 (including the IRRF in the amount of R$ 18,583).
The dividends proposal related to the fiscal year ended on December 31, 2006, which will be forwarded by Companys Management to the shareholders approval at the Extraordinary General Meeting to take place in the current year, in the estabilished period by the current societary bylaws.
The base income for determining the dividends and the proposed dividends were calculated as follows:
28
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
12. Shareholders Equity Continued
d) Dividends and Interest on Equity
2006 | 2005 | |||
Net income for the year of the parent company | 684,472 | 424,501 | ||
Legal reserve constitution | (34,224) | (21,225) | ||
Base income for the determination of the minimum mandatory dividend | 650,248 | 403,276 | ||
Mandatory minimum dividend, equivalent to 25 % of the base income | 162,562 | 100,819 | ||
Proposed Dividends | 173,108 | 103,852 | ||
Interest on equity, net of income tax | 115,851 | 99,653 | ||
Supplementary dividends | 57,257 | 4,194 | ||
Dividends per share | R$ 0.88 | R$ 0.53 | ||
13. Cost of Services Rendered, Sales and Administrative Expenses
2006 | 2005 | |||||||||||||
Cost of | ||||||||||||||
services | Sales | Administrative | ||||||||||||
rendered | Expenses | Expenses | Total | % | Total | % | ||||||||
Salaries, wages and benefits | 328,387 | - | 82,433 | 410,820 | 12.9 | 252,057 | 11.7 | |||||||
Aircraft fuel | 1,227,001 | - | - | 1,227,001 | 38.4 | 808,268 | 37.4 | |||||||
Aircraft leasing | 318,192 | - | - | 318,192 | 10.0 | 240,876 | 11.2 | |||||||
Maintenance materials and repair | 146,505 | - | - | 146,505 | 4.6 | 55,373 | 2.6 | |||||||
Aircraft and traffic servicing | 135,840 | - | 63,591 | 199,431 | 6.2 | 91,599 | 4.2 | |||||||
Sales and marketing | - | 414,597 | - | 414,597 | 13.0 | 335,722 | 15.6 | |||||||
Landing fees | 157,695 | - | - | 157,695 | 4.9 | 92,404 | 4.3 | |||||||
Depreciation and amortization | 51,486 | - | 6,766 | 58,252 | 1.8 | 36,206 | 1.6 | |||||||
Other operating expenses | 212,005 | - | 48,577 | 260,582 | 8.2 | 246,123 | 11.4 | |||||||
2,577,111 | 414,597 | 201,367 | 3,193,075 | 100.0 | 2,158,628 | 100.0 | ||||||||
Salaries, wages and benefits expenses include provision for 2006 employee profit sharing, in an estimated value of R$ 22,867 (R$ 30,535 in 2004).
In 2006, aircraft fuel expenses include R$ 2,464 arising from results with derivatives represented by fuel hedge contract results expired in the year and measured as effective to hedge the expenses against fuel price fluctuations.
The managements compensation totaled R$ 3,022 in 2006 (R$ 2,851 in 2005).
29
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
14. Net Financial Income
Parent Company | Consolidated | |||||||
2006 | 2005 | 2006 | 2005 | |||||
Financial Expenses: | ||||||||
Interest on loans | - | - | (64,786) | (19,383) | ||||
Foreign exchange variations on liabilities | (8,781) | - | (28,972) | (29,985) | ||||
Losses on financial instruments | - | - | (13,085) | (11,622) | ||||
CPMF tax | (2,158) | (1,506) | (13,922) | (10,208) | ||||
Monetary variations on liabilities | - | - | (4,901) | (5,873) | ||||
Interest on shareholders equity | (123,887) | (113,670) | (123,887) | (113,670) | ||||
Other | (302) | (12,485) | (7,012) | (28,331) | ||||
(135,128) | (127,661) | (256,565) | (219,072) | |||||
Financial income: | ||||||||
Interest and gains on financial investments | 389 | 1,855 | 42,568 | 5,319 | ||||
Foreign exchange variations on assets | 12,607 | - | 25,916 | 20,873 | ||||
Gains on financial instruments | 57,012 | 29,663 | 131,786 | 135,983 | ||||
Capitalized interest | - | - | 16,733 | 17,113 | ||||
Monetary variations on assets | 743 | - | 5,431 | 6,019 | ||||
Financial bonus with serviced guarantee | 167,450 | 167,450 | ||||||
Others | - | - | 9,492 | 423 | ||||
238,201 | 31,518 | 399,376 | 185,730 | |||||
Net financial income | 103,073 | (96,143) | 142,811 | (33,342) | ||||
15. Commitments
The Company leases its operating aircraft and rent airport terminals, other airport facilities, offices and other equipment. On December 31, 2006 the Company had operational lease agreements on 65 aircraft (42 in 2005), with expiration dates from 2007 to 2016.
30
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
15. Commitments Continued
The following table provides the obligations under current and long-term debt obligations, due to operating lease commitments and aircraft purchase commitments as of December 31, 2006:
Beyond | ||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | 2011 | Total | ||||||||
Operating lease commitments | ||||||||||||||
(1) | 421,870 | 347,081 | 298,926 | 201,628 | 176,073 | 503,029 | 1,948,607 | |||||||
Pre-delivery deposits (2) | 115,954 | 150,191 | 161,195 | 141,191 | 65,472 | 1,530 | 635,533 | |||||||
Aircraft purchase | ||||||||||||||
commitments (3) | 275,693 | 217,244 | 247,401 | 187,845 | 169,144 | 175,234 | 1,272,561 | |||||||
Total | 813,517 | 714,516 | 707,522 | 530,664 | 410,689 | 679,793 | 3,856,701 | |||||||
(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$ 10,183 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 76 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 11,549 million (corresponding to approximately US$ 5,402 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). During 2006, the Company has entered into sale-leaseback agreements for eight Boeing 737-800 Next Generation aircraft. |
16. Employees
The Company keeps a profit sharing plan and stock option plans.
The employee profit sharing plan is linked to the economic and financial results measured with basis on the Companys performance indicators that assume the achievement of the Companys, its business units and individual performance goals. On December 31, 2006, the provision made based on Managements expectations and estimates is R$ 22,867 (R$ 30,535 in 2005).
31
GOL LINHAS AÉREAS INTELIGENTES S.A
..
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
16. Employees Continued
At an Extraordinary Shareholders Meeting held on May 25, 2004, the shareholders approved a stock option plan targeting senior executives, executive officers and other Company administrators. Still on May 25, 2004, the Board of Directors approved the issuance of 937,412 preferred stock options at the price of R$ 3.04 per share, from which 50% became exercisable as of October 25, 2004, and the remaining 50%, quarterly on a pro rata basis until the second quarter of 2006. After becoming exercisable, the holder of each option may exercise it for a period of 24 months.
On January 19, 2005, the Compensation Committee, within the scope of its functions and in conformity with the Companys Stock Option Plan, approved the granting of 87,418 options for the purchase of the Companys preferred shares at the price of R$ 33.06 per share.
On 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.
The transactions are summarized below:
Stock options | Average pro-rated price for the period | |||
Options granted in 2004 | 937,412 | 3.04 | ||
Outstanding on December 31, 2004 | 937,412 | 3.04 | ||
Granted | 87,418 | 33.06 | ||
Exercised | (703,579) | 3.04 | ||
Outstanding on December 31, 2005 | 321,251 | 11.21 | ||
Granted | 99,816 | 47.30 | ||
Exercised | (233,833) | 3.04 | ||
Outstanding on December 31, 2006 | 187,234 | 40.65 | ||
Quantity of options to be exercised on December 31, 2004 | 507,765 | 3.04 | ||
Quantity of options to be exercised on December 31, 2005 | 158,353 | 6.50 | ||
Quantity of options to be exercised on December 31, 2006 | 17,484 | 33.06 |
On December 31, 2006 and December 31, 2005, the weighted average fair values on the granting date of the stock options were R$ 27.20 and R$ 21.46, respectively, and they were estimated based on the Black-Scholes stock option pricing model, assuming a 2% dividend payment, an expected volatility of approximately 40.2%, a risk free weighted average rate of 13.7% and a medium maturity of 3.5 years.
32
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
16. Employees - Continued
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 intrinsic value on the date of the options granting, the income would have been R$ 3,239 lower (R$8,126 in 2005).
The exercise price gap and the remaining weighted average maturity of the outstanding options, as well as the exercise price gap for the options to be exercised on December 31, 2006 are summarized below:
Outstanding Options | Options to be Exercised | |||||||||
Price gap | Outstanding options on 12/31/2006 |
Remaining weighted average maturity |
Weighted average price |
Options to be exercised on 12/31/2006 |
Weighted average price | |||||
33.06 | 87,418 | 3.00 | 33.06 | 17,484 | 33.06 | |||||
47.30 | 99,816 | 4.00 | 47.30 | - | 47.30 | |||||
33.06-47.3 | 187,234 | 3.53 | 40.65 | 17,484 | - | |||||
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, as its revenues are generated in reais and the Company has significant commitments in US dollars, credit risks and interest rate risks. The Company uses financial derivative 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 those 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 quotaholders are used as means for the risk coverage contracting according to the Companys risk management policies.
33
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
17. Financial Derivative Instruments Continued
a) Fuel price risk and availability
Airline companies are exposed to aircraft fuel price change effects. Aircraft fuel consumption in 2006 and 2005 represented approximately 38.4% and 37.4%, respectively, of the Companys operating expenses. The Company periodically uses future contracts, swaps and oil options and its derivatives to manage those risks. Fuel hedges go towards 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 are 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 future contracts are listed on NYMEX, swaps are contracted with first class international banks and the options can either be those listed on NYMEX or those traded with first class 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.
The Companys derivatives contracts, on December 31, 2006 and 2005, are summarized as follows (in thousand, except when indicated):
2006 | 2005 | |||||
On December 31: | ||||||
Fair value of financial derivative instruments at year end | R$ | (4,573) | R$ | 8,464 | ||
Average remaining term (months) | 3 | 8 | ||||
Hedged volume (barrels) | 1,804,000 | 1,431,000 | ||||
Year ended on December 31: | ||||||
Hedge effectiveness gains (losses) recognized in aircraft fuel expense | R$ | (8,665) | R$ | 5,246 | ||
Hedge ineffectiveness gains (losses) recognized in other incomes | R$ | (1,125) | R$ | 397 | ||
Percentage of actual consumption hedged during year | 77% | 55% |
The Company utilizes financial derivative instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. The Company fcurrently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge approximately 65% and 44% of its jet fuel requirements for the first quarter of 2007 and second quarter of 2007, respectively, at average crude equivalent prices of approximately US$ 66.80 and US$ 69.20 per barrel, respectively.
34
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
17. Financial Derivative Instruments Continued
a) Fuel price risk and availability Continued
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.
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.
On December 31, 2006, the Company recognized approximately R$ 18 (US$ 8) of additional gains in Others gains, net, related to the ineffectiveness of its hedges. The Company also recognized approximately R$ 61 (US$ 29) related to losses within the ineffective portion of the contracted hedges for future competences. As of December 31, 2006 there was an unrealized loss of R$ 3,018 (gains of R$ 5,586 in 2005) referring to the effective portion of the contracted hedges for future competences recorded in shareholderss 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.
35
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
17. Financial Derivative Instruments Continued
a) Fuel price risk and availability Continued
Market risk factor: Jet fuel price
Exchange market
Future contracts bought
1Q07 | 2Q07 | Total | ||||
Nominal volume in barrels (thousands) | 986 | 818 | 1,804 | |||
Nominal volume in liters (thousands) | 156,761 | 130,052 | 286,813 | |||
Future agreed rate per barrel (USD)* | 66.80 | 69.20 | 67.90 | |||
Total in Reais ** | 140,849 | 121,010 | 261,859 | |||
* Weighted average between the strikes of the collars and callspreads.
** The exchange rate at 12/31/2006 was R$ 2.1380 / US$ 1.00 (R$ 2.3407 / US$ 1.00 at 12/31/2005)
b) Exchange rate risk
On December 31, 2006 the main assets and liabilities denominated in foreign currency are related to aircraft leasing and acquisition operations.
The Companys foreign exchange exposure at December 31, 2006 and 2005 is set forth below:
Consolidado | ||||
2006 | 2005 | |||
Assets | ||||
Cash, cash equivalents and financial investments | 788,136 | 11,120 | ||
Deposits for aircraft leasing contracts | 273,031 | 22,583 | ||
Prepaid leasing expenses | 20,223 | 14,133 | ||
Advances to suppliers | - | 48,793 | ||
Others | 15,405 | 9,713 | ||
Total obligations in US dollar | 1,096,795 | 106,342 | ||
Liabilities | ||||
Foreign suppliers | 25,249 | 15,628 | ||
Operating leases payable | 18,270 | 13,127 | ||
Insurance premium payable | 44,897 | 25,371 | ||
88,416 | 54,126 | |||
Foreign exchange exposure in R$ | 1,008,379 | 52,216 | ||
Total foreign exchange exposure in US$ | 471,646 | 22,308 | ||
Obligations not recorded in the balance sheet | ||||
Operating lease agreements | 1,948,607 | 902,658 | ||
Obligations arising from firm orders | ||||
for aircraft purchase | 11,549,004 | 10,614,923 | ||
13,497,611 | 11,517,581 | |||
Total foreign exchange exposure in R$ | 14,505,990 | 11,569,797 | ||
Total foreign exchange exposure in US$ | 6,784,841 | 4,942,879 | ||
36
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
17. Financial Derivative Instruments Continued
b) Exchange rate risk Continued
The foreign exchange exposure concerning amounts payable resulting from operating leases, 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 expenses, lease, maintenance, insurance and international IT services.
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 hedge 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 method 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 financial derivative instruments. The following table summarizes the position of the foreign exchange derivative contracts (in thousands, except otherwise indicated):
2006 | 2005 | |||||
On December 31: | ||||||
Fair value of financial derivative instruments at year end | R$ | (275) | R$ | 1,249 | ||
Longuest remaining term (months) | 2 | 1 | ||||
Hedged volume | R$ 180,127 | R$ | 135,129 | |||
Period ended on December 31: | ||||||
Hedge effectiveness losses recognized in operating expenses | R$ | (2,868) | R$ | (24,236) | ||
Hedge ineffectiveness losses recognized in other income | R$ | (1,269) | (10,921) | |||
Percentage of expenses hedged during year | 51% | 60% |
37
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
17. Financial Derivative Instruments Continued
b) Exchange rate risk Continued
The Company accounts its futures derivative instruments of foreign currencies as cash flow hedges. On December 31, 2006, the unrealized losses in Accumulated other comprehensive income totalized R$ 1,275 (gain of R$ 825 in 2005), net of taxes.
Market risk factor: Exchange rate
Exchange market
Future agreements bought
1Q07 | ||
Nominal value in dollars | 84,250 | |
Future agreed rate | 2.19 | |
Total in Reais | 184,408 | |
c) Credit risk of financial derivative instruments
The financial derivative 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 amount by its counterparts in the derivatives operations is not material.
d) Interest rate risk
The Companys results are affected by changes in international interest rates in US dollar due to the impact of such changes in interest expenses of operating lease agreements. On December 31, 2006, there were no open hedge contracts for the international interest rate risk.
38
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
17. Financial Derivative Instruments Continued
d) Interest rate risk Continued
The Companys results are affected by changes in the interest rates in Brazil, both those applicable to deposits and liabilities in real and those applicable to US dollar indexed securities, due to the impact of such changes on the market value of financial derivative instruments conducted in Brazil, on the market value of prefixed securities in real and on the remuneration of the cash balance and financial investments. The Company uses Interbank Deposit futures of the Brazilian Mercantile and Futures Exchange (BM&F) solely to protect itself from domestic interest rate impacts on the prefixed portion of its investments. On December 31, 2005, the nominal value of Interbank Deposit futures contracts with the Brazilian Mercantile and Futures Exchange (BM&F) totaled R$ 68,500 (R$ 238,381 in 2005) with periods of up to 24 months, with a fair market value of R$ (24) (R$ (38) in 2005), corresponding to the last owed or receivable adjustment, already received 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 incomes 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 December 31, 2006, the total amount invested in boxes was R$ 77,350 with average term of 88 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 December 31, 2006, the notional amount of fixed-rate swaps to CDI was R$75,000 with a fair value of R$ (256); and the notional amount of currency swaps to CDI was R$ 351,088 with a fair value or R$ 7,890. The changes in fair value of these swaps is reflected in financial income in the period of change.
39
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
18. Insurance Coverage
Management holds 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 December 31, 2006 the insurance coverage, by nature, considering GOLs aircraft fleet and in relation to the maximum indemnifiable amounts, is the following:
Aeronautic Type | R$ | US$ | ||
Warranty Hull | 4,401,838 | 2,058,858 | ||
Civil Liability per occurrence/aircraft | 1,603,500 | 750,000 | ||
Warranty Hull/War | 4,401,838 | 2,058,858 | ||
Inventories | 421,582 | 197,185 |
By means of Law 10,605, as of December 18, 2002, the Brazilian government undertook to supplement any 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 on 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. The Company maintains insurance for the coverage of these risks and arising liabilities. The payments for the hull to the lessor were made by the insurance company. The Management 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 its operation.
40
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
19. Financial Quarterly Informations (Not audited)
The quarterly results of the period of January, 01 to December, 31 of 2006 and 2005 are sumarized as follows:
First | Second | Third | Fourth | |||||
2006 | quarter | quarter | quarter | quarter | ||||
Operational net revenue | 863,016 | 844,028 | 1,082,971 | 1,012,002 | ||||
Operational income | 184,282 | 115,895 | 234,997 | 216,579 | ||||
Net income of period | 160,678 | 98,169 | 232,232 | 193,393 | ||||
Earnings per share in R$ | 0.82 | 0.50 | 1.18 | 0.99 | ||||
First | Second | Third | Fourth | |||||
2005 | quarter | quarter | quarter | quarter | ||||
Operational net revenue | 589,159 | 562,168 | 696,658 | 821,105 | ||||
Operational income | 170,763 | 70,601 | 171,022 | 64,734 | ||||
Net income of period | 112,472 | 43,744 | 116,798 | 151,487 | ||||
Earnings per share in R$ | 0.60 | 0.22 | 0.60 | 0.77 |
41
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
APPENDIX I CASH FLOW STATEMENTS
Parent Company | Consolidated | |||||||
2006 | 2005 | 2006 | 2005 | |||||
Net income for the period | 684,472 | 424,501 | 684,472 | 424,501 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization | - | - | 58,252 | 36,206 | ||||
Provision for doubtful accounts receivable | - | - | 5,476 | 1,343 | ||||
Capitalized interest | - | (33,068) | (17,113) | |||||
Deferred income taxes | (37,782) | (33,278) | (31,533) | (23,287) | ||||
Equity accounting | (536,315) | (375,429) | - | - | ||||
Variations in operating assets and liabilities: | ||||||||
Receivables | - | - | (100,824) | (178,931) | ||||
Inventories | - | - | (34,482) | (19,645) | ||||
Prepaid expenses, taxes recoverable and other receivables | (135,533) | 378,887 | (298,615) | (41,358) | ||||
Suppliers | 185 | - | 50,186 | 28,250 | ||||
Operating leases payable | - | - | - | 1,047 | ||||
Airtraffic liability | - | - | 117,468 | 57,909 | ||||
Taxes payable | 27,427 | 16,999 | 42,991 | 22,092 | ||||
Insurance payable | - | - | 44,897 | 1,311 | ||||
Payroll and related charges | - | - | 25,007 | 16,087 | ||||
Provisions for contingencies | - | - | 298 | 11,281 | ||||
Dividends and interest on shareholders equity | (58,521) | (58,521) | - | |||||
Other liabilities | 36,056 | (16,013) | (6,711) | 10,763 | ||||
Net cash generated (used) in operating activities | (20,011) | 395,667 | 465,293 | 330,456 | ||||
Financial investments | (262,758) | (210,408) | (266,625) | (296,370) | ||||
Investments | 571,897 | (97,032) | (452) | (569) | ||||
Deposits for leasing contracts | - | - | (11,169) | 3,941 | ||||
Property, plant and equipment acquisition includes deposits | ||||||||
for aircraft acquisition |
- | (95) | (240,586) | (476,016) | ||||
Net cash used in investment activities | 309,139 | (307,535) | (518,832) | (760,014) | ||||
Financing activities: | ||||||||
Short term borrowings | - | - | 813,653 | (64,333) | ||||
Tax benefit contributed by shareholders | - | - | - | - | ||||
Capital increase incorporation of the Company | 2,450 | - | 2,450 | - | ||||
Capital increase public share offering | - | 271,730 | - | 271,730 | ||||
Dividends paid | (181,145) | (60,676) | (181,145) | (60,676) | ||||
Total comprehensive income, net of taxes | (10,733) | 6,411 | (10,733) | 6,411 | ||||
Liabilities with associated companies | - | (273,267) | - | - | ||||
Net cash generated in financing activities | (189,428) | (55,802) | 624,225 | 153,132 | ||||
Net cash addition | 99,700 | 32,330 | 570,686 | (276,426) | ||||
Cash and cash equivalents at the beginning of the year | 36,632 | 4,302 | 129,304 | 405,730 | ||||
Cash and cash equivalents at the end of the year | 136,332 | 36,632 | 699,990 | 129,304 | ||||
Transactions not affecting cash | ||||||||
Tax benefit contributed by shareholders | 5,838 | 5,837 | 5,838 | 5,837 | ||||
Additional information | ||||||||
Interests paid | - | - | 64,786 | 19,383 | ||||
Income tax and social contribution paid for the year | 81,022 | - | 251,868 | 168,975 |
42
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
APPENDIX II VALUE ADDED STATEMENTS
Parent Company | Consolidated | |||||||
2006 | 2005 | 2006 | 2005 | |||||
REVENUES | ||||||||
Passenger, cargo and other transportation revenues | - | - | 3,951,858 | 2,778,084 | ||||
Provision for doubtful accounts receivable | - | - | (10,366) | (4,890) | ||||
INPUT ACQUIRED FROM THIRD PARTIES (includes | ||||||||
ICMS and IPI) | ||||||||
Fuel and lubricant suppliers | (8,664) | - | (1,227,001) | (828,268) | ||||
Material, energy, third-party services and other | - | (1,733) | (666,954) | (212,458) | ||||
Aircraft insurance | - | - | (30,169) | (29,662) | ||||
Sales and marketing | - | - | (414,597) | (335,722) | ||||
GROSS VALUE ADDED | (8,664) | (1,733) | 1,602,771 | 1,367,084 | ||||
RETENTIONS | ||||||||
Depreciation and amortization | - | - | (58,252) | (36,207) | ||||
NET VALUE ADDED GENERATED BY THE | ||||||||
COMPANY | (8,664) | (1,733) | 1,544,519 | 1,330,877 | ||||
VALUE ADDED RECEIVED IN TRANSFER | ||||||||
Results of the Corporate Interest | 396,901 | 375,429 | - | - | ||||
Interest income (expense) | 291,152 | 31,518 | 207,597 | 185,730 | ||||
TOTAL VALUE ADDED TO BE DISTRIBUTED | 679,389 | 405,214 | 1,752,116 | 1,516,607 | ||||
VALUE ADDED DISTRIBUTION | ||||||||
Employees | - | - | (410,820) | (252,057) | ||||
Government | (118,804) | 33,278 | (439,080) | (367,687) | ||||
Financing companies | - | (13,991) | (64,786) | (105,401) | ||||
Leasers | - | - | (276,845) | (366,961) | ||||
Shareholders | (181,145) | (117,870) | (181,145) | (117,870) | ||||
Reinvested | (379,440) | (306,631) | (379,440) | (306,631) | ||||
TOTAL DISTRIBUTED VALUE ADDED | (679,389) | (405,214) | (1,752,116) | (1,516,607) | ||||
43
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
APPENDIX III ENVIRONMENTAL AND SOCIAL NATURE INFORMATION STATEMENT (NOT AUDITED)
2006 | 2005 | |||
1) Calculation basis | ||||
Net revenues (NR) | 3,802,017 | 2,669,090 | ||
Operating income (OI) | 751,753 | 477,120 | ||
Gross payroll (GP) | 123,432 | 100,895 |
2006 | 2005 | |||||||||||
% | % | % | % | |||||||||
Value | sobre | sobre | Value | sobre | sobre | |||||||
2) Internal Social Indicators |
(R$ 000) | GP | NR | (R$ 000) | GP | NR | ||||||
Food | 20,702 | 16.77 | 0.54 | 10,324 | 10.23 | 0.39 | ||||||
Mandatory social charges | 84,390 | 68.37 | 2.22 | 53,847 | 53.37 | 2.02 | ||||||
Professional development and qualification | 4,652 | 3.77 | 0.12 | 8,650 | 8.57 | 0.32 | ||||||
Private Pension | - | 0.00 | 0.00 | 3,609 | 3.58 | 0.14 | ||||||
Employees transportation | 4,320 | 3.50 | 0.11 | 2,106 | 2.09 | 0.08 | ||||||
Safety and industrial medicine | 1,570 | 1.27 | 0.04 | 40 | 0.04 | 0.00 | ||||||
Profit sharing | 44,517 | 36.07 | 1.17 | 30,535 | 30.26 | 1.14 | ||||||
Total Internal Social Indicators | 160,151 | 129.75 | 4.20 | 109,111 | 108.14 | 4.09 |
2006 | 2005 | |||||||||||
% | % | % | % | |||||||||
Valor | sobre | sobre | Valor | sobre | sobre | |||||||
3) External Social Indicators | (R$ mil) | GP | NR | (R$ mil) | GP | NR | ||||||
Education | 85 | 0.07 | 0.00 | 163 | 0.16 | 0.01 | ||||||
Culture | 2,577 | 2.09 | 0.07 | 5.628 | 5.58 | 0.21 | ||||||
Sports and leisure | 255 | 0.21 | 0.01 | 425 | 0.42 | 0.02 | ||||||
Health and sanitation | 533 | 0.43 | 0.01 | 680 | 0.67 | 0.03 | ||||||
Taxes (social charges excluded) | 448,747 | 363.56 | 11.80 | 277,969 | 275.50 | 10.41 | ||||||
Total External Social Indicators | 452,197 | 366.36 | 11.89 | 284,865 | 282.33 | 10.68 |
4) Staff Indicators |
2006 |
2005 | ||
Number of employees at the end of the year | 8,840 | 5,456 | ||
Number of employees | 8,828 | 5,444 | ||
Number of outsourced | 3,538 | 1,926 | ||
Number of administrators | 12 | 12 | ||
Gross remuneration segregated by : | ||||
Employees | 120,746 | 97,616 | ||
Administered | 2,686 | 3,279 | ||
Third-parties | 76,388 | 51,128 |
44
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
APPENDIX III ENVIRONMENTAL AND SOCIAL NATURE INFORMATION STATEMENT (NOT AUDITED) Continued
4) Staff Indicators Continued |
2006 |
2005 | ||
Relation between the largest and the smallest remuneration , considering | ||||
employees and administered (salary) |
96 | 107 | ||
Number of outsourced service providers | 49 | 26 | ||
Number of hiring in the period | 4,019 | 2,496 | ||
Number of lay-offs in the period | 635 | 343 | ||
Number of interns | 43 | 172 | ||
Number of special needs people | 299 | 230 | ||
Total employees by age: | ||||
Less than 18 years old | 12 | 9 | ||
From 18 to 35 years old | 6,809 | 4,138 | ||
From 36 to 60 years old | 1,999 | 1,305 | ||
Above 60 years old | 20 | 4 | ||
Total of employees segregated by scholarity: | ||||
Illiterate | - | - | ||
Elementary and Junior-High | 79 | 66 | ||
High-School | 5,626 | 3,387 | ||
Technical School | - | - | ||
Higher Education | 3,064 | 1,966 | ||
Graduates | 71 | 37 | ||
Number of women working in the Company | 3,487 | 2,170 | ||
Percentage of women in leadership positions | 17% | 40% | ||
Number of black people working in the Company | 147 | 168 | ||
Labor suit, segregated by: | ||||
Number of suits against the Company | 189 | 138 | ||
Number of proven case | 75 | 128 | ||
Number of unproven case | 38 | 10 | ||
Total value of indemnity and tickets paid by justice decision | 243 | 296 | ||
Clients interaction data: | ||||
Number of complaints received straightly by the entity | 342 | 196 | ||
Number of complaints received through consumer and protection | ||||
defense agency |
562 | 251 | ||
Number of complaints received by the Justice | 2,421 | 1,235 | ||
Number of complaints answered by each listed jurisdiction | 738 | 327 | ||
Amount of tickets and indemnity to clients, some consumer protection | ||||
and defense agency or by the Justice | 1,160 | - | ||
Suits undertook by the Company to heal or minimize the causes of the | ||||
complaints |
2,329 | 30 |
45
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
APPENDIX III ENVIRONMENTAL AND SOCIAL NATURE INFORMATION STATEMENT (NOT AUDITED) Continued
4) Staff Indicators Continued | 2006 | 2005 | ||
Environment | ||||
Investments and expenses for the maintenance of operating process to | ||||
improve the environment | 175 | 146 | ||
Investments and expenses with the preservation and/or recovery of ruined | ||||
environments | - | 50 | ||
Amount of environmental , administrative and legal processes against the | ||||
Company | - | - | ||
Value of tickets and indemnities concerning environmental material, | ||||
determined administrative and/or legally. | - | - | ||
Liabilities and environmental contingencies | - | - | ||
* Information not available for year 2004. |
5) Relevant Indicators regarding the Corporate Citizenship Practice in 2006 and 2005
2006 | 2005 | |||||
Total number of job related accidents | 110 |
23 |
||||
The social and environmental projects developed | ( ) | ( X ) | ( ) | |||
by the Company were defined by its: | officers | officers and | all | |||
managers | employees | |||||
The work environment health and safety | ( ) | ( X ) | ( ) | |||
standards were defined by its : | officers | officers and | all | |||
managers | employees |
46
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE FINANCIAL STATEMENTS Continued
December 31, 2006 and 2005
(In thousands of reais)
APPENDIX III ENVIRONMENTAL AND SOCIAL NATURE INFORMATION STATEMENT (NOT AUDITED) Continued
5) Relevant Indicators regarding the Corporate Citizenship Practice in 2006 and 2005 Continued
The profit sharing comprises: | ( ) | ( ) | ( X ) | |||
officers | officers and | all | ||||
managers | employees | |||||
When choosing suppliers, the same ethical, | ( ) | ( ) | ( X ) | |||
environmental and social responsibility standards | are not | are | are | |||
adopted by the Company | considered | suggested | required | |||
Regarding employees participation in | ( ) | ( X ) | ( ) | |||
volunteering programs, the Company: | does not | supports | organizes | |||
involve itself | and | |||||
encourages | ||||||
Interaction indicators with customers: | ( ) | ( X ) | ( ) | |||
does not | supports | organizes | ||||
involve itself | and | |||||
encourages | ||||||
Environment indicators: | ( ) | ( X ) | ( ) | |||
does not | supports | organizes | ||||
involve itself | and | |||||
encourages |
47
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 a ctually 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.