goldf2q13_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of August, 2013
(Commission File No. 001-32221) ,
 

 
GOL LINHAS AÉREAS INTELIGENTES S.A.
(Exact name of registrant as specified in its charter)
 
GOL INTELLIGENT AIRLINES INC.
(Translation of Registrant's name into English)
 


 
Praça Comandante Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto 
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of Regristrant's principal executive offices)

 


Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F ______

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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

 

 


Gol Linhas Aéreas
Inteligentes S.A.

Individual and Consolidated Interim

Financial Information for theQuarter
Ended June 30, 2013 and Report on
Review of Interim Financial Information

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes

 

 

 

 

 

 

 


 

ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

Individual and Consolidated Interim Financial Information

 

June 30, 2013

 (In thousands of Brazilian Reais)

 

 

 

 

Contents

 

Management Report 01
Independent Auditor’s Report 10
 
Capital 12
 
Individual Interim Financial Information for the Six-Month Period Ended June 30, 2013  
 
Balance Sheets 13
Statements of Profit or Loss 15
Statements of Comprehensive Income 16
Statements of Cash Flows 17
Statements of Changes in Equity 18
Statements of Value Added 20
 
Consolidated Interim Financial Information for the Six-Month Period Ended June 30, 2013  
 
Balance Sheets 21
Statements of Profit or Loss 23
Statements of Comprehensive Income 24
Statements of Cash Flows 25
Statements of Changes in Equity 26
Statements of Value Added 28
 
Notes to the Individual and Consolidated Interim Financial Information 29

 

 

 


 

ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

MESSAGE FROM MANAGEMENT

 

In 2Q13, the Company recorded an improvement of R$320 million and registered an operating loss (EBIT) of R$35 million. The operating margin was negative by 1.8%, up by 18 percentage points over 2Q12, in what is the industry’s seasonally weakest quarter. As a result, GOL reported a positive operating margin of 1.7% in the first half.

Since April of last year, GOL has adapted its capacity to the new cost reality in the aviation industry, reducing its domestic route network while adjusting its cost structure and operational capacity.

The strategy was implemented without losing focus on the client and the Company’s commitment to expanding products and services. Corporate clients are the object of special attention for GOL. According to Abracorp (the Brazilian travel agents’ association), GOL’s share of the domestic business trip market grew by 3 percentage points in the last 12 months, closing the first half at 33.5%.

The remote check-in ratio has also been recording a continuous improvement, reaching an average 55% in the first half of the year, helping GOL to maintain the punctuality lead in the domestic market year-to-date.  In the country’s leading airports, the ratio was higher than 80%.

The development of partnerships has also played an important role in GOL’s strategy of increasing its international presence. The codeshare agreement with Delta was expanded and all destinations covered by Delta in Brazil will be connected to GOL’s route network and available for purchase on its sales channels by the end of August. The Company also announced the first step in the implementation of a codeshare agreement with the Italian airline, Alitalia, which will give GOL and Alitalia clients improved access to flights between Brazil and Europe.

Thanks to these measures, among others, our services became more attractive to passengers willing to pay for higher yields, reflected in the 10.5% year-to-date increase in PRASK and in the clear benefits for members of the SMILES program.

In line with its commitment to maintaining high liquidity, GOL accessed the capital market and launched the IPO of SMILES S.A. in the end of April. With this, the Company’s total cash position reached R$2.8 billion at the close of the quarter, equivalent to 34% of LTM net revenue and the Company’s highest ever figure. GOL also amortized debt of around R$318 million in the first half, thereby reducing its financial costs.

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

Thanks to the improved operating margins and the consequent EBITDAR recomposition, GOL continued its process of gradual deleveraging and strengthening the balance sheet. GOL closed 2Q13 with a 44% improvement in its financial leverage ratio over the previous three months and this downward trajectory should continue until the end of the year due to prospects of a positive annual operating result.

Given the recent shift in the macroeconomic scenario, the Company has increased its projected annual reduction in domestic supply from 7% to 9% in June. In the second half of the year, it will have to cope with record jet fuel prices and a new cost hike due to the depreciation of the Real, as well as prospects of a reduction in Brazil’s annual GDP growth estimates. The scenario is even more challenging.

The various changes in scenarios faced by the industry in recent years have made us strengthen our fundamentals, maintaining a strong cash position, appropriate debt profile, efficient cost structure and a focus on the profitability of our flights, always seeking to serve our clients in the safest and most intelligent manner possible. It is for these reasons that we have maintained our beginning-of-year annual operating margin guidance at between 1% and 3%.

GOL thanks its Team of Eagles for their hard work, motivation and commitment in this especially challenging period for the airline industry.

 

Paulo Sérgio Kakinoff 

CEO of GOL Linhas Aéreas Inteligentes S.A.

 

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

Aviation Market: Industry ­ 

Operating Data

2Q13

2Q12

%

6M13

6M12

%

Total System

           

 ASK (mm)

36,805

37,217

-1.1%

75,084

76,477

-1.8%

 RPK (mm)

27,538

27,039

1.8%

55,898

55,215

1.2%

Load Factor

74.8%

72.7%

2.2 p.p

74.4%

72.2%

2.2 p.p

Domestic Market

           

 ASK (mm)

28,101

29,174

-3.7%

56,726

60,227

-5.8%

 RPK (mm)

20,906

20,603

1.5%

42,208

42,168

0.1%

Load Factor

74.4%

70.6%

3.8 p.p

74.4%

70.0%

4.4 p.p

International Market

           

 ASK (mm)

8,704

8,043

8.2%

18,359

16,249

13.0%

 RPK (mm)

6,632

6,436

3.0%

13,691

13,047

4.9%

Load Factor

76.2%

80.0%

-3.8 p.p

74.6%

80.3%

-5.7 p.p

                             National Civil Aviation Agency (ANAC) figures

The aviation industry’s domestic supply fell by 3.7% year-over-year in 2Q13, while demand grew by 1.5%. Due to the reduction in supply, the period load factor increased by 3.8 percentage points. In year-to-date terms domestic supply declined by 5.8% over the first half of 2012, while demand remained flat.

 

 

              Aviation Market:  GOL 

Operating Data

2Q13

2Q12

%

6M13

6M12

%

Total System

           

 ASK (mm)

12,179

12,514

-2.7%

24,508

26,507

-7.5%

 RPK (mm)

8,249

8,701

-5.2%

16,540

18,206

-9.1%

Load Factor

67.7%

69.5%

-1.8 p.p

67.5%

68.7%

-1.2 p.p

Domestic Market

           

 ASK (mm)

10,870

11,538

-5.8%

21,767

24,462

-11.0%

 RPK (mm)

7,499

8,107

-7.5%

14,914

16,888

-11.7%

Load Factor

69.0%

70.3%

-1.3 p.p

68.5%

69.0%

-0.5 p.p

International Market

           

 ASK (mm)

1,309

977

34.0%

2,741

2,045

34.0%

 RPK (mm)

749

594

26.1%

1,626

1,318

23.4%

Load Factor

57.2%

60.8%

-3.6 p.p

59.3%

64.4%

-5.1 p.p

 

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

National Civil Aviation Agency (ANAC) figures; 2Q12 includes consolidated GOL + Webjet figures

Domestic Market

GOL’s domestic supply fell by 5.8% over 2Q12. The year-to-date reduction was 11%, above the Company’s own estimate of between -8% and -10%.

 

Domestic demand recorded a 7.5% decline in the quarter due to the above-mentioned reduction in supply and the recomposition of prices in the period. The domestic load factor came to 69.0%, versus 70.3% in 2Q12.

 

International Market

In 2Q13, international market supply moved up by 34.0% over the same period of the last year, chiefly due to the new flights to Santo Domingo, Miami and Orlando launched in December 2012, helping push international demand up by 26.1%

 

As a result, the international load factor stood at 57.2% in the quarter, 3.6 percentage points down on the 60.8% recorded in 2Q12. Part of this reduction was due to the increased representativeness of the flights to Santo Domingo, where we made around 85% of seats available for sale due to the performance of the 737-800 NG aircraft. In accordance with ANAC’s methodology, the load factor is calculated over total aircraft capacity.

 

 

              PRASK, RASK and Yield

In 2Q13, PRASK and RASK increased by 10.5% and 7.5% year-over-year, respectively, primarily due to the 13.4% upturn in yield.

 

Annual Yield Variation

 

 

 

 

 

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 


The graph below shows that PRASK growth in recent months has outpaced the reduction in supply in comparison with the same months of the last year.

 

Annual Variation in Domestic PRASK and ASK

 

 

Key Operating Indicators

Operational and Financial Data

2Q13

2Q12

Chg. %

6M13

6M12

Chg. %

RPK Total (mm)

8,249

8,701

-5.2%

16,540

18,206

-9.1%

ASK Total (mm)

12,179

12,514

-2.7%

24,508

26,507

-7.5%

Total Load Factor

67.7%

69.5%

-1.8 p.p

67.5%

68.7%

-1.2 p.p

Break-Even Load Factor (BELF)

69.0%

83.0%

-14.0 p.p

66.4%

74.7%

-8.3 p.p

Revenue Passengers - Pax on Board (’000)

8,699

9,532

-8.7%

17,270

19,436

-11.1%

Aircraft Utilization (Block Hours/Day)

11.7

12.0

-2.3%

11.7

12.3

-4.8%

Departures

78,395

85,529

-8.3%

156,627

178,912

-12.5%

Average Stage Length (km)

891

866

3.0%

898

877

2.4%

Average Number of Operating Aircraft

119

129

-7.7%

121

133

-9.5%

Fuel consumption (mm liters)

370

403

-8.1%

745

848

-12.2%

Employees at period end

16,465

18,966

-13.2%

16,465

18,966

-13.2%

YIELD net (R$ cents)

20.88

18.41

13.4%

21.94

19.37

13.3%

Passenger Revenue per ASK net (R$ cents)

14.14

12.80

10.5%

14.81

13.30

11.3%

RASK net (R$ cents)

15.72

14.63

7.5%

16.31

15.08

8.2%

CASK (R$ cents)

16.01

17.46

-8.4%

16.04

16.40

-2.2%

CASK ex-fuel (R$ cents)

9.30

10.11

-8.0%

9.00

9.33

-3.5%

Average Exchange Rate¹ 

2.07

1.96

5.3%

2.03

1.87

8.9%

End of period Exchange Rate¹

2.22

2.02

9.6%

2.22

2.02

9.6%

WTI (avg. per barrel, US$)²

94.14

93.35

0.8%

94.30

98.15

-3.9%

Price per liter Fuel(R$)

2.21

2.28

-3.4%

2.32

2.21

5.0%

Gulf Coast Jet Fuel Cost (avg. per liter, US$)³

0.74

0.76

-2.5%

0.77

0.78

-0.8%

1.  Source: Central Bank

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

2.  Bloomberg 

3.  Fuel expenses/liters consumed

Financial Debt Amortization Schedule (R$ million)

GOL’s loans and financing amortization profile, excluding interest and finance leases, shows that the Company remains committed to reducing its financial obligations in the coming years, as can be seen from the position on June 30, 2013.

 

Year

Debt in MR$

% Total

% Real

%USD

2013

90

2.6%

42.2%

57.8%

2014

123

3.6%

61.0%

39.0%

2015

677

19.6%

99.7%

0.3%

2016

258

7.5%

100.0%

0.0%

After 2016

1,864

54.0%

13.8%

86.2%

No Maturity

443

12.8%

0.0%

100.0%

Total

3,455

100.0%

37.7%

62.3%

 

 

 

 

Main Financial Ratios

Financial Ratios

2Q13

2Q12

Chg. %

1Q13

Chg. %

% of Foreign Currency Debt

76.5%

70.2%

+6.3 pp

73.0%

+3.5 pp

Cash and Equivalents as % of LTM Net Revenues

34.1%

24.4%

+9.7 pp

20.2%

+13.9 pp

Net Debt (R$MM)

2,827.4

3,265.0

-13.4%

3,727.1

-24.1%

Gross Debt (R$MM)

5,594.5

5,232.9

6.9%

5,346.9

4.6%

Gross Adjusted Debt2 (R$MM)

10,148.7

9,196.1

10.4%

9,944.4

2.1%

Net Adjusted Debt3 (R$MM)

7,381.6

7,228.2

2.1%

8,324.7

-11.3%

Gross Adjusted Debt2 / EBITDAR (LTM)

15.5x

16.0x

-0.5 x

27.9x

-12.4x

Net Adjusted Debt3 / EBITDAR LTM (LTM)

11.3x

12.6x

-1.3 x

23.3x

-12.1x

Net Financial Commitments1 / EBITDAR (LTM)

9.2x

10.0x

-0.7 x

17.8x

-8.6x

1- Financial commitments (gross debt + operating lease contracts, in accordance with note 30 to the interim financial statements) less cash and cash equivalents and short-term financial investments); 2 - Gross debt + LTM operating lease expenses x 7; 3- Adjusted gross debt less cash and cash equivalents, short-term financial investments and restricted cash. Certain variation calculations in this report may not match due to rounding.

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

Operational Fleet

The Company closed the quarter with an operational fleet of 135 Boeing 737-700 and 800 NG with an average age of 7.1 years, and a total fleet of 145 aircraft.

 

Fleet

2Q13

2Q12

Chg.

1Q13

Chg,

737-300*

9

23

(14)

15

(6)

737-700

37

43

(6)

37

-

737-800

98

81

17

94

4

767-300/200*

1

3

(2)

2

(1)

Total

145

150

(5)

148

(3)

  * Non-operational aircraft

 

 

In 2Q13, the Company took delivery of three aircraft under operating lease contracts and one aircraft under a finance lease contract, and returned one aircraft under an operating lease contract. The Company also sub-leased five aircraft to Transavia Airlines, permitting greater seat supply flexibility, in line with the seasonality of the Brazilian and European markets in the period between April and October.

 

In the first half, the Company returned nine Webjet aircraft and negotiations are under way for the sale of the 10 remaining B737-300s by the end of 2013.

 

The Company leases its fleet through a combination of finance and operating leases. Out of the total of 136 aircraft, excluding Webjet’s, 90 were under operating leases and 46 were under finance leases. Of the 46 under finance leases, 40 have a purchase option when their leasing contracts terminate.

 

On June 30, 2013, the Company had 146 firm aircraft acquisition orders with Boeing, totaling around R$35.3 billion, excluding contractual discounts.  

 

Aircraft Commitments (R$MM)

2013

2014

2015

2016

>2016

Total

Aircraft Commitments*

1,284.8

1,669.7

1,658.0

1,725.1

28,931.7

35,269.3

  * Considers the list price of the aircraft

 

Also on June 30, 2013, of the commitments mentioned above, the Company had obligations of R$4.6 billion in pre-delivery deposits, which will be disbursed as per the table below.

 

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

 

Pre-Delivery Deposits (R$MM)

2013

2014

2015

2016

>2016

Total

Pre-Delivery Deposits

69.9

224.7

321.3

140.0

3,805.3

4,561.2

 

The portion financed through long-term loans with the U.S. Ex-Im Bank, guaranteed by aircraft, accounted for around 85% of the total aircraft cost. Other agents finance the acquisitions with equal or higher percentages, reaching up to 100%. 

 

The Company has been paying for the aircraft acquisitions with its own resources, loans, cash flow from operations, short and long-term credit lines and financing by the supplier.

 

Future Fleet Plan

Fleet Plan – End of Period

2013

2014

2015

2016

Boeing 737-700/800 NG

136

137

140

140

 

Capex

 

GOL invested around R$158 million in 2Q13,  69% of which in the acquisition of aircraft (pre-delivery deposits); around 30% in aircraft parts, reconfigurations and improvements; and around 1% in bases, IT and the expansion of the maintenance center in Confins, Minas Gerais (construction of the Wheel and Brake Workshop). 

The amounts described above only include additions to fixed assets (excluding divestments, write-offs and the reimbursement of aircraft pre-delivery deposits), and do not include additions related to the entry of aircraft under finance leases due to the non-incidence of cash effects at the moment of acquisition, as a result of the financing structure for this type of operation. For more information on fixed assets, see note 17 to the financial statements.

  

 

2013 Financial Guidance

Due to the impact of the adverse macroeconomic scenario, GOL may revise its guidance on a quarterly basis to incorporate any developments in its operating and financial performance, as well as any changes in interest, FX, GDP and WTI and Brent oil price trends.

 

 

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ITR - Quarterly Information – 06/30/2013 – GOL LINHAS AÉREAS INTELIGENTES SA                                                                                 

 

The Company reviewed its projections and its current expectations for 2013. All metrics were revisited, and three indicators have been changed:

 

              i.     The operating cost per available seat kilometer excluding fuel was changed to between R$9.5 and R$10.0 cents;

            ii.     The average exchange rate (R$/US$) for 2013 was changed to between R$2.10 and R$2.20;

           iii.     The fuel price* was changed to between R$2.38 and R$2.48.

The Company maintains its guidance for operating margin between 1% and 3% announced earlier this year.

 

 

2013 Guidance

Previous

(06/24/2013)

New

Real

6M13

From

To

From

To

Brazilian GDP Growth

2.0%

2.5%

2.0%

2.5%

N.D.

Annual Change in RASK

= or > 10%

= or > 10%

8%

Annual Change in Domestic Supply (ASK)

Around -9%

Around -9%

-11%

CASK ex-fuel (R$ cents)

10.3

9.7

10.0

9.5

9.0

Average Exchange Rate (R$/US$)

2.18

2.08

2. 20

2.10

2.03

Jet Fuel Price (QAV)*

2.40

2.30

2.48

2.38

2.32

Operating margin (EBIT)

1%

3%

1%

3%

1.7%

 

 

 

The Company compares estimated with actual results after disclosing its financial statements for the full year. The results of these annual comparisons are available in Section 11 of the Company’s Reference Form.

 

 

 

 

 

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(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

To the Board of Directors and Shareholders of

Gol Linhas Aéreas Inteligentes S.A.

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. and its subsidiaries (the “Company”), included in the Interim Financial Information Form (ITR), for the three-month period ended June 30, 2013, which comprises the statement of financial position as of June 30, 2013 and the related statements of profit or loss and comprehensive income for the three and six-month periods then ended and statements of changes in equity and cash flows for the six-month period then ended, including the explanatory notes.

Management is responsible for the preparation of the individual interim financial information in accordance with CPC 21 (R1) - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of review

We conducted our review in accordance with Brazilian and International Standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion on the individual interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the Interim Financial Information (ITR) referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.

Conclusion on the consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the Interim Financial Information (ITR) referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.

10

 


 

Other matters

Interim statements of value added

We also have reviewed the interim statements of value added (“DVA”), for the six-month period ended June 30, 2013, prepared under the responsibility of Management, the presentation of which is required by the standards issued by CVM, applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information for International Financial Reporting Standards - IFRS that do not require the presentation of DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.

Convenience translation

The accompanying interim individual and consolidated financial information has been translated into English for the convenience of readers outside Brazil.

São Paulo, August 12, 2013

DELOITTE TOUCHE TOHMATSU

André Ricardo Aguillar Paulon

Auditores Independentes

Engagement Partner

 

 

11

 


 

 

Company Profile / Subscribed Capital

 

Number of Shares

Current Quarter

(Thousands)

06/30/2013

Paid-in Capital

143,858,204

Preferred

135,003,122

Total

278,861,326

Treasury

2,146,725

Total

2,146,725

 

 

 

 

 

 

12

 


 

 

Individual Financial Statements / Statement of Financial Position – Assets

(In Thousands of Brazilian Reais)

Line code

Line item

Current Quarter 06/30/2013

Prior Year 12/31/2012

1

Total Assets

2,958,016

2,754,027

1.01

Current Assets

95,845

447,888

1.01.01

Cash and Cash Equivalents

90,131

247,145

1.01.02

Short-term Investments

3,054

176,413

1.01.04

Inventories

221

-

1.01.06

Recoverable Taxes

2,417

6,693

1.01.07

Prepaid Expenses

15

312

1.01.08

Other Current Assets

7

17,325

1.01.08.01

Non-Current Assets for Sale

7

7

1.01.08.01.01

Restricted Cash

7

7

1.01.08.03

Other

-

17,318

1.02

Noncurrent Assets

2,862,171

2,306,139

1.02.01

Long-term Assets

675,319

634,473

1.02.01.06

Deferred Taxes

80,550

81,406

1.02.01.08

Related-Party Transactions

555,968

534,262

1.02.01.08.04

Others Related-Party Transactions

555,968

534,262

1.02.01.09

Other Noncurrent Assets

38,801

18,805

1.02.01.09.03

Deposits

19,363

18,548

1.02.01.09.04

Restricted Cash

19,438

257

1.02.02

Investments

1,231,218

779,168

1.02.03

Property, Plant and Equipment

955,634

892,498


 

 

 

13

 


 

 

Individual Financial Statements / Statement of Financial Position- Liabilities

(In Thousands of Brazilian Reais)

 

Line code

Line item

Current Quarter

06/30/2013

Prior Year

12/31/2012

2

Total Liabilities and Equity

2,958,016

2,754,027

2.01

Current Liabilities

59,942

48,557

2.01.01

Salaries, Wages and Benefits

753

590

2.01.01.02

Salaries, Wages and Benefits

753

590

2.01.02

Accounts Payable

3,996

46

2.01.03

Taxes Payable

1,724

5,443

2.01.04

Short-term Debt

45,516

41,980

2.01.05

Other Liabilities

7,953

498

2.01.05.02

Other

7,953

498

2.01.05.02.01

Dividends Payable

-

7

2.01.05.02.04

Other Liabilities

276

491

2.01.05.02.05

Derivatives Transactions

7,677

-

2.02

Noncurrent Liabilities

2,041,248

1,972,642

2.02.01

Long-term Debt

1,594,351

1,469,729

2.02.02

Other Liabilities

446,897

502,913

2.02.02.01

Liabilities with Related-Party Transactions

438,092

493,918

2.02.02.02

Other

8,805

8,995

2.02.02.02.03

Taxes Payable

8,805

8,995

2.03

Shareholder’s Equity

856,826

732,828

2.03.01

Capital

2,469,623

2,467,738

2.03.01.01

Issued Capital

2,501,574

2,499,689

2.03.01.02

Cost on Issued Shares

(31,951)

(31,951)

2.03.02

Capital Reserves

112,064

105,478

2.03.02.01

Premium on Issue of Shares

32,387

32,200

2.03.02.02

Special Reserve

29,187

29,187

2.03.02.05

Treasury Shares

(32,116)

(35,164)

2.03.02.07

Share-based Payments

82,606

79,255

2.03.05

Accumulated Losses

(2,296,617)

(1,771,806)

2.03.06

Other Comprehensive Income

571,756

(68,582)

2.03.06.01

Other Comprehensive Income

(39,286)

-

2.03.06.02

Change on Equity Through IPO

611,042

-

 

 

14

 


 

 

Individual Financial Statements / Statements of Profit or Loss

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

04/01/2012 to
06/30/2012

01/01/2012 to
06/30/2012

3.04

Operating Expenses/Income

(280,035)

(356,012)

(557,608)

(605,007)

3.04.02

General and Administrative Expenses

(5,141)

(9,996)

(6,447)

(10,610)

3.04.04

Other Operating Income

28,916

66,708

-

6,743

3.04.06

Equity in Subsidiaries

(303,810)

(412,724)

(551,161)

(601,140)

3.05

Income Before Income Taxes and Financial Income/Expenses

(280,035)

(356,012)

(557,608)

(605,007)

3.06

Finance Income/Expenses

(166,746)

(165,959)

(152,790)

(145,726)

3.06.01

Financial Income

(119,670)

(82,406)

19,652

31,170

3.06.01.01

Financial Income

5,013

11,248

19,652

31,170

3.06.01.02

Exchange Variation, net

(124,683)

(93,654)

(126,636)

(99,443)

3.06.02

Financial Expenses

(47,076)

(83,553)

(172,442)

(176,896)

3.07

Loss Before Income Taxes

(446,781)

(521,971)

(710,398)

(750,733)

3.08

Income Tax (Expenses)

(2,740)

(2,840)

(4,675)

(5,744)

3.08.01

Current

(1,885)

(1,985)

(2,948)

(4,017)

3.08.02

Deferred

(855)

(855)

(1,727)

(1,727)

3.09

Loss from Continuing Operations

(449,521)

(524,811)

(715,073)

(756,477)

3.11

Loss for the Period

(449,521)

(524,811)

(715,073)

(756,477)

 

 

 

 

15

 


 

 

Individual Statements of Comprehensive Income

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

04/01/2013 to
06/30/2013

01/01/2013 to
06/30/2013

04/01/2012 to
06/30/2012

01/01/2012 to
06/30/2012

4.01

Loss for the Period

(449,521)

(524,811)

(715,073)

(756,477)

4.02

Other Comprehensive Income

22,308

29,296

(29,467)

29,219

4.02.02

Cash Flow Hedges

33,800

44,388

(44,648)

44,270

4.02.03

Tax Effect

(11,492)

(15,092)

15,181

(15,051)

4.03

Comprehensive Loss for the Period

(427,213)

(495,515)

(744,540)

(727,258)

 

 

16

 


 

 

Individual Financial Statements / Statements of Cash Flows – Indirect Method                                 

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Same Quarter Prior Year

Line code

Line item

04/01/2013 to 06/30/2013

04/01/2012 to 06/30/2012

6.01

Net Cash Used in Operating Activities

231,350

(91,137)

6.01.01

Cash Flows from Operating Activities

559,844

675,881

6.01.01.01

Depreciation and Amortization

-

44

6.01.01.02

Deferred Taxes

855

1,727

6.01.01.03

Equity in Subsidiaries

412,724

601,140

6.01.01.04

Shared-based Payments

2,702

7,684

6.01.01.05

Exchange and Monetary Variations, Net

137,027

71,361

6.01.01.06

Interests on Loans, Net

25,872

57,775

6.01.01.07

Interests Paid

(25,797)

(52,120)

6.01.01.08

Income Tax Paid

(1,216)

(4,676)

6.01.01.09

Unrealized Results of Hedge, Net of Taxes

7,677

(9,042)

6.01.01.10

Provision for Aicraft Return

-

1,988

6.01.02

Changes Assets and Liabilities

196,315

(10,541)

6.01.02.02

Financial applications Used for trading

173,359

(7,001)

6.01.02.03

Deposits

(815)

(3,827)

6.01.02.04

Prepaid Expenses and Recoverable Taxes

4,573

1,181

6.01.02.05

Others Assets

17,097

-

6.01.02.06

Suppliers

3,950

(4,496)

6.01.02.07

Tax Obligations

(2,693)

-

6.01.02.08

Salaries, Wages and Benefits

163

3,602

6.01.02.10

Other Obligations

683

1,283

6.01.03

Other

(524,811)

(756,477)

6.01.03.01

Net Loss for the Period

(524,811)

(756,477)

6.02

Net Cash Used in Investing Activities

(307,006)

(150,737)

6.02.01

Advance for Future Capital Increase

(224,689)

-

6.02.02

Transactions with Related Parties

-

-

6.02.03

Restricted Cash

(19,181)

(36)

6.02.04

Property, Plant and Equipment

(63,136)

(150,701)

6.03

Net Cash Generated by Financing Activities

(81,358)

212,876

6.03.02

Payments of Loans and Leases

-

(12,813)

6.03.03

Credit with Related Parties

(86,478)

225,110

6.03.04

Disposal of Treasury Shares

3,235

-

6.03.05

Capital Increase

1,885

-

6.03.06

Advance for Future Capital increase

-

579

6.03.07

Payment of loans and leases

-

-

6.05

Net Decrease in Cash and Cash Equivalents

(157,014)

(28,998)

6.05.01

Cash and Cash Equivalents at Beginning of the Period

247,145

232,385

6.05.02

Cash and Cash Equivalents at End of the Period

90,131

203,387

 

17

 


 

 

Individual Financial Statements / Statements of Changes in Equity – From 01/01/2013 to 06/30/2013

(In Thousands of Brazilian Reais)

 

Line code

Line item

Capital Stock

Capital reserves, options granted and treasure shares

Accumulated losses

Other comprehensive income

Total consolidated equity

5.01

Opening Balance

2,467,738

105,478

(1,771,806)

(68,582)

732,828

5.03

Adjusted Balance

2,467,738

105,478

(1,771,806)

(68,582)

732,828

5.04

Shareholders Capital Transactions

-

617,628

-

-

617,628

5.04.08

Treasury shares Sold

-

3,235

-

-

3,235

5.04.09

Capital increase by the exercise of Stock Options

-

3,351

-

-

3,351

5.04.10

Change on Equity Through IPO

-

611,042

-

-

611,042

5.05

Total Comprehensive Income (loss)

1,885

-

(524,811)

29,296

(493,630)

5.05.01

Accumulated Losses

-

-

(524,811)

-

(524,811)

5.05.02

Other Comprehensive Income

1,885

-

-

29,296

31,181

5.05.02.06

Capital increase by the exercise of Stock Options

1,885

-

-

-

1,885

5.05.02.07

Other Comprehensive Results Net

-

-

-

29,296

29,296

5.07

Closing Balance

2,469,623

723,106

(2,296,617)

(39,286)

856,826

 

 

18

 


 

 

Individual Financial Statements / Statement of Changes in  Equity – From 01/01/2012 to 06/30/2012

(In Thousands of Brazilian Reais)

 

Line code

Line item

Capital Stock

Capital Reserves, Options Granted and Treasury Shares

Accumulated Losses

Other Comprehensive Income

Total Consolidated Equity

Capital Stock

5.01

Opening Balance

2,284,549

260,098

-

(259,468)

(79,268)

2,205,911

5.03

Adjusted Balance

2,284,549

260,098

-

(259,468)

(79,268)

2,205,911

5.04

Shareholders Capital Transactions

-

8,263

-

-

-

8,263

5.04.08

Increase in advances for future capital

-

579

-

-

-

579

5.04.09

Share-based Payments

-

7,684

-

-

-

7,684

5.05

Total Comprehensive Income (loss)

-

-

-

(756,477)

29,219

(727,258)

5.05.01

Accumulated Losses

-

-

-

(756,477)

-

(756,477)

5.05.02

Other Comprehensive Income

-

-

-

-

29,219

29,219

5.07

Closing Balance

2,284,549

268,361

-

(1,015,945)

(50,049)

1,486,916

 

 

 

 

                                                                                                                                  

 

19

 


 

 

Individual Financial Statements / Statements of Value Added

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Line code

Line item

01/01/2013 to 06/30/2013

01/01/2012 to 06/30/2012

7.01

Revenues

66,708

6,743

7.01.02

Other Income

66,708

6,743

7.01.02.02

Other Income Operation

66.,708

6,743

7.02

Acquired from Third Parties

(6,315)

(1,246)

7.02.02

Materials, Energy, Third-party Services and Other

(6,315)

(1,246)

7.03

Gross Value Added

60,393

5,497

7.04

Retentions

-

(44)

7.04.01

Depreciation, Amortization and Exhaustion

-

(44)

7.05

Added Value Produced

60,393

5,453

7.06

Value Added Received in Transfer

(401,476)

(569,970)

7.06.01

Equity in Subsidiaries

(412,724)

(601,140)

7.06.02

Finance Income

11,248

31,170

7.07

Total Wealth for Distribution (Distributed)

(341,083)

(564,517)

7.08

Wealth for Distribution (Distributed)

(341,083)

(564,517)

7.08.01

Employees

3,643

8,455

7.08.02

Taxes

2,878

6,609

7.08.03

Third party capital remuneration

177,207

176,896

7.08.03.03

Other

177,207

176,896

7.08.03.03.01

Financiers

177,207

176,896

7.08.04

Return on own capital

524,811

756,477

7.08.04.03

Loss for the Period

524,811

756,477

20

 


 

 

Consolidated Financial Statements / Statement of Financial Position – Assets

(In Thousands of Brazilian Reais)

Line code

Line item

Current Quarter 06/30/2013

Prior Year 12/31/2012

1

Total Assets

10,348,242

9,027,098

1.01

Current Assets

3,305,002

2,087,983

1.01.01

Cash and Cash Equivalents

1,162,090

775,551

1.01.02

Short-term Investments

1,403,521

585,028

1.01.02.01

Short-term Investments fair Value

1,403,521

585,028

1.01.02.01.03

Restrictive Cash

7

7

1.01.02.01.04

Short-term Investments

1.403,514

585,028

1.01.03

Trade Receivables

353,377

325,665

1.01.04

Inventories

148,216

138,039

1.01.06

Recoverable Taxes

88,538

110,999

1.01.07

Prepaid Expenses

89,506

62,328

1.01.08

Other Current Assets

59,754

90,373

1.01.08.01

Other Non-current Assets

4,719

2,575

1.01.08.01.02

Deposits

4,719

2,575

1.01.08.03

Others

55,035

90,373

1.01.08.03.03

Other Credits

41,029

68,921

1.01.08.03.04

Derivatives Operation

7,334

10,696

1.01.08.03.05

Assets Held for Sale

6,672

8,174

1.02

Noncurrent Assets

7,043,240

6,939,115

1.02.01

Long-term Assets

1,443,615

1,353,385

1.02.01.06

Deferred Taxes

423,259

433,353

1.02.01.07

Prepaid Expenses

30,769

35,456

1.02.01.09

Other Noncurrent Assets

989,587

884,576

1.02.01.09.03

Restricted Cash

201,492

224,517

1.02.01.09.04

Deposits

780,857

654,621

1.02.01.09.05

Other Credits

7,238

5,438

1.02.03

Property, Plant and Equipment

3,910,729

3,885,799

1.02.04

Intangible

1,688,896

1,699,931

1.02.04.01

Intangible

1,688,896

1,699,931

 

 

 

 

 

21

 


 

 

Consolidated Financial Statements / Statement of Financial Position- Liabilities

(In Thousands of Brazilian Reais)

 

Line code

Line item

Current Quarter 06/30/2013

Prior Year 12/31/2012

2

Total Liabilities and Equity

10,348,242

9,027,098

2.01

Current Liabilities

3,018,151

4,061,693

2.01.01

Salaries, Wages and Benefits

209,712

207,518

2.01.01.02

Salaries, Wages and Benefits

209,712

207,518

2.01.02

Accounts Payable

383.322

480,185

2.01.03

Taxes Payable

65,363

73,299

2.01.04

Short-term Debt

487,546

1,719,625

2.01.05

Other Liabilities

1,757,659

1,401,116

2.01.05.02

Others

1,757,659

1,401,116

2.01.05.02.01

Dividends and interest on capital payable

-

7

2.01.05.02.04

Tax and Landing Fees

239,440

240,739

2.01.05.02.05

Advance Ticket Sales

945,479

823,190

2.01.05.02.06

Customer Loyalty Programs

155,299

124,905

2.01.05.02.07

Advances from Customers

326,787

93,595

2.01.05.02.08

Other Liabilities

74,862

61,928

2.01.05.02.09

Liabilities from derivative transactions

15,792

56,752

2.01.06

Provisions

114,549

179,950

2.02

Noncurrent Liabilities

5,971,397

4,232,577

2.02.01

Long-term Debt

5,106,986

3,471,550

2.02.01.01

Short-term Debt

5,106,986

-

2.02.02

Other Liabilities

565,423

461,147

2.02.02.02

Others

565,423

461,147

2.02.02.02.03

Customer Loyalty Programs

427,898

364,307

2.02.02.02.04

Advance Ticket Sales

52,533

-

2.02.02.02.05

Tax Obligations

51,722

47,597

2.02.02.02.06

Other Liabilities

33,270

49,243

2.02.04

Provisions

298,988

299,880

2.03

Consolidated Equity

1,358,694

732,828

2.03.01

Capital

2,356,295

2,354,410

2.03.01.01

Issued Capital

2,501,574

2,499,689

2.03.01.02

Cost on Issued Shares

(145,279)

(145,279)

2.03.02

Capital Reserves

112,064

105,478

2.03.02.01

Premium on Issue of Shares

32,387

32,200

2.03.02.02

Special Reserve

29,187

29,187

2.03.02.05

Treasury Shares

(32,116)

(35,164)

2.03.02.07

Share-based Payments

82,606

79,255

2.03.05

Accumulated Losses

(2,183,289)

(1,658,478)

2.03.06

Equity Valuation Adjustments

571,805

(68,582)

2.03.09

Other Comprehensive Income

(39,286)

-

2.03.09.01

Capital Gain due to Change of Participation on Subsidiary

611,091

-

2.03.09.02

Participation of Non-controlling Shareholders

501,819

-

 

 

22

 


 

 

Consolidated Financial Statements /Statements of Profit or Loss

(In Thousands of Brazilian Reais)

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

03/01/2013 to 06/30/2013

01/01/2013 to 06/30/2013

01/01/2012 to 06/30/2012

01/01/2012 to 06/30/2012

3.01

Sales and Services Revenue

1,914,825

3,997,501

1,830,658

3,996,726

3.01.01

Passenger

1,722,561

3,628,668

1,602,000

3,526,254

3.01.02

Cargo and Other

192,264

368,833

228,658

470,472

3.02

Cost of Sales and Services

(1,719,847)

(3,476,469)

(1,921,24)

(3,842,116)

3.03

Gross profit

194,978

521,032

(90,583)

154,610

3.04

Operating Expenses/Income

(230,056)

(454,935)

(264,062)

(501,993)

3.04.01

Selling Expenses

(144,523)

(306,784)

(158,801)

(299,339)

3.04.01.01

Marketing Expenses

(144,524)

(306,784)

(158,801)

(299,339)

3.04.02

General and Administrative Expenses

(108,140)

(214,853)

(105,261)

(209,397)

3.04.04

Other Operating Income

22,607

66,702

-

6,743

3.05

Income Before Income Taxes and Financial Income/Expenses

(35,078)

66,097

(354,645)

(347,383)

3.06

Financial Income/Expenses

(424,979)

(531,907)

(450,324)

(473,536)

3.06.01

Financial Income

(210,890)

(94,323)

108,150

211,982

3.06.01.01

Income from Financial Investments

122,795

180,208

-

211,982

3.06.01.02

Exchange Variation, net

(333,685)

(274,531)

(332,836)

(260,139)

3.06.02

Financial Expenses

(214,089)

(437,584)

(225,638)

(425,379)

3.07

Loss Before Income Taxes

(460,057)

(465,810)

(804,969)

(820,919)

3.08

Income Tax (Expenses)

27,103

(42,434)

89,896

64,442

3.08.01

Current

(10,968)

(28,372)

5,326

(4,595)

3.08.02

Deferred

38,071

(14,062)

84,570

69,037

3.09

Loss from Continuing Operations

(432,954)

(508,244)

(715,073)

(756,477)

3.11

Loss for the Period

(432,954)

(508,244)

(715,073)

(756,477)

3.11.01

Attributable to Shareholders of the Company

(449,521)

(524,811)

(715,073)

(756,477)

3.11.02

Attributable to Non-controlling Shareholders Company

(16,567)

(16,567)

-

-

 

 

23

 


 

 

Consolidated Statements of Comprehensive Income

(In Thousands of Brazilian Reais)

 

 

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

04/01/2013 to 06/30/2013

01/01/2013 to 06/30/2013

04/01/2012 to 06/30/2012

01/01/2012 to 06/30/2012

4.01

Loss for the Period

(432,954)

(508,244)

(715,073)

(756,477)

4.02

Other Comprehensive Income

22,308

29,296

(29,467)

29,219

4.02.02

Cash Flow Hedges

33,800

44,388

(44,648)

44,270

4.02.03

Tax Effect

(11,492)

(15,092)

15,181

(15,051)

4.03

Comprehensive Loss for the Period

(410,646)

(478,948)

(744,540)

(727,258)

4.03.01

Attributable to Shareholders of the Company

(427.213)

(495.515)

(744.540)

(727.258)

4.03.02

Attributable to Non-controlling Shareholders

16.567

16.567

-

-

 

 

 

 

24

 


 

 

Consolidated  Financial Statements / Statements of Cash Flows – Indirect Method

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Line code

Line item

01/01/2013 to 06/30/2013

01/01/2012 to 06/30/2012

6.01

Net Cash Provided by (used in) Operating Activities

(584,835)

377,764

6.01.01

Cash Flows from Operating Activities

833,752

773,360

6.01.01.01

Depreciation and Amortization

227,155

251,042

6.01.01.02

Allowance for Doubtful Accounts

16,393

15,076

6.01.01.03

Provisions for contingencies

8,073

9,802

6.01.01.04

Reversion of provisions for Onerous Contracts

-

-

6.01.01.05

Reversion of provision for Inventory Obsolescence

(8,289)

(235)

6.01.01.06

Deferred Taxes

14,062

(69,037)

6.01.01.07

Shared-based Payments

3,741

7,684

6.01.01.08

Exchange and Monetary Variations, Net

328,784

264,019

6.01.01.09

Interests on loans and other, net

104,957

127,998

6.01.01.10

Unrealized Hedge income, Net of taxes

24,765

60,607

6.01.01.11

Provision for Return of Aircraft

-

1,988

6.01.01.14

Mileage Program

93,985

101,749

6.01.01.15

Write-of property, plant and equipment and intangible assets

20,126

5,725

6.01.01.16

Provision for profit sharing plan

-

-

6.01.01.17

Impairment losses

-

(3,058)

6.01.02

Changes in Assets and Liabilities

(893,776)

360,881

6.01.02.01

Accounts receivable

(44,105)

(40,173)

6.01.02.02

Inventories

(818,486)

287,688

6.01.02.03

Deposits

(1,888)

1,109

6.01.02.04

Prepaid Expenses and Recovery Taxes

(54,439)

(20,873)

6.01.02.05

Other Assets

(18,634)

21,242

6.01.02.06

Accounts Payable

29,452

8,761

6.01.02.07

Advance Ticket Sales

-96,863

119,586

6.01.02.08

Advances from customers

122,289

40,184

6.01.02.09

Salaries, Wages and Benefits

(21,337)

(24,516)

6.01.02.10

Sales Tax and Landing Fees

285,725

(20,629)

6.01.02.11

Taxes Payable

2,194

(7,980)

6.01.02.12

Provision

(1,299)

63,265

6.01.02.14

Interests Paid

16,800

(5,809)

6.01.02.15

Income Tax Paid

(137,905)

17,419

6.01.02.16

Provision for Income

(5,543)

(13,730)

6.01.02.17

Insurance

(129,127)

(60,068)

6.01.02.18

Other Liabilities

(20,610)

(4,595)

6.01.02.19

Investments used for trading

(524,811)

(756,477)

6.01.02.20

Derivatives Obligations

(524,811)

(756,477)

6.01.03

Others

(98,751)

(536,594)

6.01.03.01

Profit (Loss) for the Period

-

-

6.02

Net Cash Used in Investing Activities

23,025

(156,130)

6.02.01

Short term Investments

(112,494)

(365,879)

6.02.02

Restricted Cash

(9,282)

(14,585)

6.02.03

Property, Plant and Equipment

1,085,973

(88,888)

6.02.04

Increase in Intangible

397,600

218,334

6.03.02

Debt Increase

1,885

-

6.03.03

Payments of Debt

-

579

6.03.04

Capital increase

(94,525)

 

6.03.05

Dividends

3,235

0

6.03.06

Advance for Future Capital Increase

1,095,953

0

6.03.07

Disposal of Treasury shares

(15,848)

706

6.03.08

Capital Increase in Subsidiary

386,539

(247,012)

6.04

Exchange Variation on Cash and Cash Equivalents

775,551

1,230,287

6.05

Net Decrease in Cash and Cash Equivalents

1,162,090

983,275

6.05.01

Cash and Cash Equivalents at Beginning of the Period

(584,835)

377,764

6.05.02

Cash and Cash Equivalents at End of the Period

833,752

773,360

 

 

25

 


 

 

Consolidated  Financial Statements / Statements of Changes in Equity – From 01/01/2013 to 06/30/2013

(In Thousands of Brazilian Reais)

 

Line code

Line item

Capital Stock

Capital Reserves, Options Granted and Treasury Shares

Accumulated Losses

Other Comprehensive Income

Total Consolidated Equity

Non-controlling Interests

Total consolidated equity

5.01

Opening Balance

2,354,410

105,478

(1,658,478)

(68,582)

732,828

-

732,828

5.03

Adjusted Opening Balance

2,354,410

105,478

(1,658,478)

(68,582)

732,828

-

1,113,577

5.04

Shareholders Capital Transactions

1,885

617,628

-

-

619,513

485,252

1,104,765

5.04.08

Capital increase by the exercise of Stock Options

1,885

3,351

-

-

5,236

341

5,577

5.04.09

Treasury shares Sold

-

3,235

-

-

3,235

-

3,235

5.04.10

Change on Equity Through IPO

-

611,042

-

-

611,042

484,911

1,095,953

5.05

Total Comprehensive Income

-

-

(524,811)

29,296

(495,515)

16,567

(478,948)

5.05.02

Other Comprehensive Income, net

-

-

(524,811)

29,296

(495,515)

16,567

(478.948)

5.05.02.07

Loss for the period

-

-

(524,811)

-

(524,811)

16,567

(508.244)

5.05.02.08

Other Comprehensive Results Net

-

-

-

29,296

29,296

-

29,296

5.07

Closing Balance

2,356,295

723,106

(2,183,289)

(39,286)

856,826

501,819

1,358,645

 

 

 

 

 

 

26

 


 

 

Consolidated  Financial Statements / Statement of Changes in  Equity – From 01/01/2012 to 06/30/2012

(In Thousands of Brazilian Reais)

 

Line code

Line item

Capital stock

Capital reserves, options granted and treasure shares

Income reserves

Accumulated losses

Other comprehensive income

Equity

Total non-controllers participation

Consolidated equity

5.01

Opening Balance

2,171,221

260,098

-

(146,140)

(79,268)

2,205,911

-

2,205,911

5.03

Adjusted Balance

2,171,221

260,098

-

(146,140)

(79,268)

2,205,911

-

2,205,911

5.04

Shareholders Capital Transactions

-

579

-

-

-

579

-

579

5.04.08

Increase in advances for future capital

-

579

-

-

-

579

-

579

5.05

Total Comprehensive Income

-

7,684

-

(756,477)

29,219

(719,574)

-

(719,574)

5.05.01

Net Income for the Period

-

-

-

(756,477)

-

(756,477)

-

(756,477)

5.05.02

Other Comprehensive Income, net

-

7,684

-

-

29,219

36,903

-

36,903

5.05.02.06

Other net Comprehensive income

-

-

-

-

29,219

29,219

-

29,219

5.05.02.08

Share – based payments

-

7,684

-

-

-

7,684

-

7,684

5.07

Closing Balance

2,171,221

268,361

-

(902,617)

(50,049)

1,486,916

-

1,486,916

 

 

27

 


 

 

Consolidated Financial Statements / Statements of Value Added

(In Thousands of Brazilian Reais)

  

   

Current Quarter

Same Quarter Prior Year

Line code

Line item

01/01/2013 to 06/30/2013

01/01/2012 to 06/30/2012

7.01

Revenues

4,294,921

4,200,852

7.01.02

Other Income

4,301,260

4,203,118

7.01.02.01

Transportation of Passengers, Cargo and Other

4,234,558

4,196,375

7.01.02.02

Other Operating Income

66,702

6,743

7.01.04

Allowance for Doubtful Accounts

(6,339)

(2,266)

7.02

Acquired from Third Parties

(2,842,579)

(2,899,377)

7.02.02

Supplies, power, outside services and other

(890,733)

(792,746)

7.02.04

Other

(1,951,846)

(2,106,631)

7.02.04.01

Fuel and Lubrificants

(1,748,525)

(1,905,882)

7.02.04.02

Aircraft Insurance

(10,240)

(14,954)

7.02.04.03

Sales and Advertising

(193,081)

(185,795)

7.03

Gross Value Added

1,435,342

1,301,475

7.04

Retentions

(227,152)

(251,042)

7.04.01

Depreciation, Amortization and Exhaustion

(227,152)

(251,042)

7.05

Added Value Produced

1,225,190

1,050,433

7.06

Value Added Received in Transfer

180,208

211,982

7.06.02

Finance Income

180,208

211,982

7.07

Total Wealth for Distribution (Distributed)

1,405,398

1,262,415

7.08

Wealth for Distribution (Distributed)

1,405,398

1,262,415

7.08.01

Employees

599,038

670,860

7.08.02

Taxes

294,065

360,648

7.08.03

Third Part Capital Remuneration

1,020,539

987,384

7.08.03.03

Other

1,020,539

987,384

7.08.03.03.01

Financiers

712,115

685,518

7.08.03.03.02

Lessors

308,424

301,866

7.08.04

Return on own capital

16,567

-

7.08.04.04

Non-controlling Interests

16,567

-

7.08.05

Others

(524,811)

(756,477)

7.08.05.01

Loss for the Period

(524,811)

(756,477)

 

28

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

1.       General Information

 

Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GLAI”) is a publicly-listed company incorporated in accordance with Brazilian Corporate Laws, organized on March 12, 2004. The Company is engaged in controlling of its wholly-owned subsidiary VRG Linhas Aéreas S.A. (“VRG”), and through its subsidiaries or affiliates, essentially exploring: (i) regular and non-regular air transportation services of passengers, cargo and mailbags, domestically or internationally, according to the concessions granted by the competent authorities; (ii) complementary activities of air transport service provided in its bylaws.

Additionally, GLAI is the direct parent Company of the subsidiaries GAC Inc. (“GAC”), Gol Finance (“Finance”). Gol Luxemburg Co. (“Luxco.”), Gol Dominicana and Smiles S.A (“Smiles”), and indirect parent Company of the subsidiary Webjet Linhas Aéreas S.A. ("Webjet").

GAC was established on March 23, 2006, according to the laws of the Cayman Islands, and its activities are related to the aircraft acquisition for its single shareholder GLAI, which provides financial support for its operating activities and settlement of obligations. GAC was the parent Company of SKY Finance II, located in the Cayman Islands, whose activity were related to obtaining funds on finance aircraft acquisition. SKY Finance II was ended on December, 2012.

Gol Finance was incorporated on March 16, 2006, in accordance with the laws of the Cayman Islands, and its activity is related to fundraising on finance aircraft acquisition.

On April 9, 2007, the Company acquired VRG, which operates domestic and international flights and provides regular and non-regular air transportation services from/to the main destinations in Brazil, South America and the Caribbean.

On February 28, 2011, the subsidiary VRG constituted a Participation Account Company (“SCP BOB”) engaged in developing and operating on-board sales of food and beverages in domestic flights. VRG has 50% participation in the share capital of the Company, which started to operate in September, 2011.

On August 1, 2011, the subsidiary VRG acquired the entire share of Webjet, an airline headquartered in Rio de Janeiro. The operation was approved by the ANAC on October 3, 2011 and by the Administrative Council for Economic Defense (“CADE”) on October 10, 2012. The approval occurred under the execution of a term of commitment to performance ("TCD") between VRG, Webjet and CADE to achieve certain operating efficiencies, related specifically to maintenance, by VRG and Webjet, of a minimum index of regularlity (85%) of the use of the operational schedules (HOTRAN) at Santos Dumont Airport.

On November 23, 2012, the Company started the process of discontinuance of the Webjet trademark, along with the ending of its operational activities, being VRG, from that date, responsible for all the flight transportation services, passengers and customers assistance for Webjet. For further details, see Note 12.

On April 28, 2012, the subsidiary VRG constituted a participation account company ("SCP Trip") in order to develop, produce and explore the Gol magazine (“Revista Gol”), distributed free on the Company flights. The participation of VRG is equivalent to 60% of the SCP.

 

29


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

On December 2012, the Company announced the segregation of the activities related to the "Smiles" program, previously conducted by its subsidiary VRG, which began to be conducted by Smiles S.A., a Company incorporated on June 10, 2012. On April 2013, Smiles S.A. completed its public offer of primary shares, initiating the trading of its shares on the BM&F Bovespa. This event led to the issue of 52,173,912 common shares with a price per share settled at R$21.70, in a total amount of R$1,095,953, net of issue costs of R$36,221. Accordingly, the Company now holds 57.3% of Smiles S.A.’s shares, maintaining on its position of the controller shareholder. The gains from the reduction of the equity interest on Smiles S.A. as of 30 June 2013 are R$611,042 and are registered on the shareholder’s equity.

The Smiles Program allows the accumulation of miles that can be redeemed for products or services from various partners. Miles are issued by the Smiles Program to: (a) award participant passengers through the loyalty program of VRG; (b) mile sales to banks that reward their clients in accordance with credit card expenses; and (c) mile sales to retail and entertainment customers, individuals and airline partners.

On March 05, 2013, the Gol Dominicana Linhas Aéreas S.A.was established according to the laws of the Dominican Republic, headquarted in Santo Domingo and its direct subsidiary of GLAI. Its main activity is operation of flight transportation services of passengers, cargo and mail domestic and international, scheduled and non-scheduled, maintenance service and repair of aircraft and service sales and leasing. The Gol Dominicana Linhas Aéreas S.A. is currently in pre-operational phase.

Gol LuxCo. was established and headquarted according to the laws of Luxemburg, on June 21, 2013. The Gol LuxCo. is a wholly-owned subsidiary and its activities are related to fundraising on operating activities.

The Company’s shares are traded on the New York Stock Exchange (“NYSE”) and on the São Paulo Stock Exchange (“BOVESPA”). The Company entered into an agreement for adoption of Level 2 Differentiated Corporate Governance Practices with the São Paulo Stock Exchange (“BOVESPA”), and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created to identify companies committed to adopt differentiated corporate governance practices.

 

2.                      Summary of Significant Accounting Policies Applied in Preparing the Financial Statements

 

These financial statements were authorized for issuance at the Board of Directors’ meeting held on August 12, 2013. The Company’s registered office is at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

2.1. Basis of Preparation

The Consolidated Interim Financial Information  - ITR were prepared for the three and/or the six-month period ended on June 30, 2013 in accordance with International Accounting Standards (IAS) no. 34 and technical pronouncement CPC 21 (R1) – “Demonstração Intermediária” (Interim Financial Reporting).

30

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

IAS 34 requires the use of certain accounting estimates by Company´s Management. The consolidated interim financial information - ITR were prepared based on historical cost, except for certain financial assets and liabilities, which are measured at fair value.

The interim financial information of the parent company were prepared in accordance with technical pronouncement CPC 21 (R1) – “Demonstração Intermediária” (Interim Financial Reporting).

The individual interim financial information prepared for statutory purposes, measures investments in subsidiaries by the equity method, according to Brazilian legislation. Thus, the consolidated interim financial information are not in accordance with IFRSs, which require the evaluation of investments in separate financial statements of the parent at fair value or cost.

These Interim Financial Information- ITR individual and consolidated do not include all the information and disclosure items required in the consolidated annual financial statements and, therefore, they must be read together with the consolidated financial statements referring the year ended December 31, 2012 filed on March 25, 2013, which were prepared in accordance with Brazilian accounting practices and IFRS. There were no changes in accounting policies adopted on December 31, 2012 to June 30, 2013.

The Company has chosen to present the individual and consolidated interim financial information in one single set, side by side, because there is no difference between the individual and consolidated shareholders’ equity and net income (loss). The shareholder’s equity between these individual and consolidated quarterly financial information do not present differences on its composition, except on the non-controlling interest over Smiles S.A., highlighted on consolidated shareholder’s equity.

 

3.   Seasonality

The Company expects that revenues and profits from its flights reach the highest levels during the summer and winter vacation periods, in January and July, respectively, and during the last two weeks of December, during the season holidays. Given the high portion of fixed costs, this seasonality tends to result in fluctuations in our operational quarter-on-quarter income.

 

4.       Cash and Cash Equivalents

 

 

Individual
(BRGAAP)

 

Consolidated
(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

               

Cash and Bank Deposits

74,695

 

182,175

 

223,577

 

408,387

Cash Equivalents

15,436

 

64,970

 

938,513

 

367,164

 

90,131

 

247,145

 

1,162,090

 

775,551

 

 

31


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

As of June 30, 2013, cash equivalents were represented by private bonds (CDBs - Bank Deposit Certificates), Government bonds and fixed-income funds, paid at post fixed rates ranging between 90.0% and 103.0% of the Interbank Deposit Certificate Rate (CDI).

The composition of cash equivalents balance is as follows:

 

 

Individual
(BRGAAP)

 

Consolidated
(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

               

Private Bonds

-

 

-

 

29,858

 

115,891

Government Bonds

10,909

 

-

 

11,429

 

166,760

Investment Funds

4,527

 

64,970

 

897,226

 

84,513

 

15,436

 

64,970

 

938,513

 

367,164

 

5.       Short-term Investments

 

 

Individual
(BRGAAP)

 

Consolidated
(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Private Bonds

-

 

-

 

818,085

 

178,184

Government Bonds

-

 

-

 

367

 

220,778

Investment Funds

3,054

 

176,413

 

585,062

 

186,066

 

3,054

 

176,413

 

1,403,514

 

585,028

 

Private bonds comprise of CDBs, with maturity until September 2013 and which are highly liquid, paid at a weighted average rate of 100.5% of the CDI rate.

Public bonds comprise of LTN (National Treasury Bills), NTN (National Treasury Bills), paid at a weighted average rate of 99.7% of CDI tax.

Investment funds are represented primarily by government bonds LTN and CDBs.

 

6.                     Restricted Cash

 

 

Individual
(BRGAAP)

 

Consolidated
(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Margin Deposits for Hedge Transactions (a)

-

 

-

 

46,139

 

50,749

Deposits in Guarantee with Letter of Credit - Safra (b)

-

 

-

 

49,809

 

72,092

Escrow Deposits - Bic Banco (c)

19,194

 

-

 

30,613

 

10,040

Guarantee Deposits of Forward Transactions (d)

-

 

-

 

72,431

 

89,038

Other Deposits

251

 

264

 

2,507

 

2,605

 

19,445

 

264

 

201,499

 

224,524

 

 

 

 

 

 

 

 

Current

7

 

7

 

7

 

7

Noncurrent

19,438

 

257

 

201,492

 

224,517

 

 

32

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

(a)      Deposits in U.S. Dollar, subject to the libor rate (average yield of 0.75% p.y.).

(b)     The guarantee is related to Webjet’s loan (See Note 19).

(c)      Related to a contractual guarantee for STJ ‘s PIS and COFINS proceeding, paid to GLAI as detailed in Note 24d. 

(d)     Escrow deposits of forward transactions applied in LTN (average compensation 7.1%).

 

7.                     Trade and Other Receivables

 

 

Consolidated
(IFRS)

 

06/30/2013

 

12/31/2012

Local Currency

 

 

 

Credit Card Administrators

94,698

 

92,621

Travel Agencies

211,337

 

171,314

Installment Sales

36,586

 

37,882

Cargo Agencies

38,266

 

35,897

Airline Partners Companies

16,806

 

17,443

Other

16,669

33,396

 

414,362

 

388,553

Foreign Currency

 

 

 

Credit Card Administrators

20,766

 

12,269

Travel Agencies

5,311

 

5,685

Cargo Agencies

103

 

393

 

26,180

 

18,347

 

440,542

 

406,900

 

 

 

 

Allowance for Doubtful Accounts

(87,051)

 

(80,712)

 

353,491

 

326,188

 

Current

353,377

 

325,665

Noncurrent (*)

114

 

523

 

(*) The portion of noncurrent trade receivables is recorded within other receivables, in noncurrent assets, and corresponds to installment sales made under the Voe Fácil program, with maturity over 360 days. 

The aging list of accounts receivable is as follows:

 

Consolidated
(IFRS)

 

06/30/2013

 

12/31/2012

Falling Due

307,716

 

288,327

Overdue Until 30 days

16,617

 

12,077

Overdue 31 to 60 days

16,895

 

7,659

Overdue 61 to 90 days

4,566

 

5,707

Overdue 91 to 180 days

13,887

 

9,176

Overdue 181 to 360 days

15,322

 

15,087

Overdue Above 360 days

65,537

 

68,867

 

440,542

 

406,900

 

33

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The average collection period of installment sales is 12 months and a 5.99% monthly interest is charged on the receivable balance, which is recognized as financial income. The average collection period of other receivables is 119 days (102 days as of December 31, 2012).

 Changes in the allowance for doubtful accounts are as follows:

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

Balance at Beginning of the Period

(80,712)

 

(83,610)

Additions

(17,961)

 

(25,193)

Unrecoverable Amounts

1,568

 

8,560

Recoveries

10,054

 

19,531

Balance at the End of the Period

(87,051)

 

(80,712)

 

8.       Inventories 

 

 

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

Consumables

21,412

19,882

Parts and Maintenance Materials

112,550

112,970

Advances to Suppliers

19,669

15,861

Others

3,887

6,917

Provision for Obsolescence

(9,302)

(17,591)

 

148,216

138,039

 

Changes in the allowance for inventory obsolescence are as follows:

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

Balance at the Beginning of the Period

(17,591)

(18,200)

Additions

(15)

(325)

Write-offs

8,304

934

Balance at the End of the Period

(9,302)

(17,591)

 

9.       Deferred and Recoverable Taxes

 

a)   Deferred Taxes

 

 

Individual

(BRGAAP)

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Recoverable Taxes:

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

ICMS (1)

-

 

-

 

27,749

 

24,147

Prepaid IRPJ and CSSL (2)

38,922

 

42,221

 

57,361

 

67,070

IRRF (3)

91

 

986

 

4,457

 

30,361

PIS and COFINS (4)

-

 

-

 

1,506

 

1,250

Withholding Tax of Public Institutions

-

 

-

 

16,229

 

6,182

Value Added Tax – IVA (5)

-

 

-

 

5,860

 

4,744

Income Tax on Imports

165

 

248

 

11,370

 

13,579

Others

-

 

-

 

767

 

428

Total Recoverable Taxes - current

39,178

 

43,455

 

125,299

 

147,761

 

 

 

 

 

 

 

 

Current Assets

2,417

 

6,693

 

88,538

 

110,999

Noncurrent Assets

36,761

 

36,762

 

36,761

 

36,762

 

 

34

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

(1) ICMS: State tax on sales of goods and services;

(2) IRPJ: Brazilian federal income tax on taxable income;

      CSLL: social contribution on taxable income, created to sponsor social programs and funds;

(3) IRRF: withholding income tax levied on certain domestic transactions, such as payment of fees to some service providers, payment of salaries, and financial income from bank investments;

(4) PIS/COFINS: Contributions to Social Integration Program (PIS) and Contribution for the Financing of Social Security (COFINS);

(5) IVA: Value added tax on sales of goods and services abroad.

 

b)      Deferred Taxes – Long Term

 

 

GLAI

 

VRG

 

Smiles

 

Consolidated

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax Losses

32,129

 

32,758

 

394,045

 

394,045

 

-

 

-

 

426,174

 

426,803

Negative Basis of Social Contribution

11,566

 

11,793

 

141,857

 

141,857

 

-

 

-

 

153,423

 

153,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Temporary Differences:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mileage Program

-

 

-

 

128,033

 

166,332

 

-

 

-

 

128,033

 

166,332

Allowance for Doubtful Accounts and Other Credits

-

 

-

 

71,617

 

69,784

 

133

 

-

 

71,750

 

69,784

Provision for loss on acquisition of VRG

 

 

 

 

143,350

 

143,350

 

-

 

-

 

143,350

 

143,350

Provision for Legal and Tax Liabilities

-

 

-

 

41,752

 

36,765

 

2

 

-

 

41,754

 

36,765

Return of Aircraft

-

 

-

 

66,264

 

46,812

 

-

 

-

 

66,264

 

46,812

Derivative Transactions not Settled

-

 

-

 

30,972

 

42,007

 

-

 

-

 

30,972

 

42,007

Brands

-

 

-

 

(2,158)

 

(2,158)

 

-

 

-

 

(2,158)

 

(2,158)

Flight Rights

-

 

-

 

(353,226)

 

(353,226)

 

-

 

-

 

(353,226)

 

(353,226)

Maintenance Deposits

-

 

-

 

(127,089)

 

(110,327)

 

-

 

-

 

(127,089)

 

(110,327)

Depreciation of Engines and Parts for Aircraft Maintenance

-

 

-

 

(164,496)

 

(159,697)

 

-

 

-

 

(164,496)

 

(159,697)

Reversal of Goodwill Amortization

-

 

-

 

(114,893)

 

(102,128)

 

-

 

-

 

(114,893)

 

(102,128)

Aircraft Leasing

-

 

-

 

22,644

 

(12,876)

 

-

 

-

 

22,644

 

(12,876)

Profit Sharing

-

 

-

 

2,442

 

-

 

847

 

-

 

3,289

 

-

Other (*)

94

 

93

 

51,906

 

51,407

 

2,563

 

-

 

60,707

 

51,500

Total Deferred Tax and Social Contribution - Noncurrent

43,789

 

44,644

 

333,020

 

351,947

 

3,545

 

-

 

386,498

 

396,591

 

(*) The portion of taxes over Smiles unrealized profit in amount of R$6,145 is registered directly in the consolidated column.

The Company and its direct subsidiary VRG and indirect subsidiary Webjet have tax losses and negative basis of social contribution in the calculation of taxable income, to compensate with 30% of annual taxable profits, without time limit for expiration, in the following amounts:

 

35

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

 

Individual (GLAI)

 

Direct Subsidiary (VRG)

 

Indirect Subsidiary (Webjet)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Tax Losses

249,823

 

252,340

 

2,726,100

 

2,343,996

 

686,866

 

510,320

Negative Basis of Social Contribution

249,823

 

252,340

 

2,726,100

 

2,343,996

 

686,866

 

510,320

 

The tax credits arising from tax loss carryforwards and negative social contribution basis were valued based on the reasonably expected generation of future taxable income of the parent company and its subsidiaries, subject to legal limitations.

Estimates of deferred tax asset recovery were based on projections of taxable profits when taking into consideration the above assumptions, in addition to several financial, business assumptions and internal and external factors, all based on considerations at the end of the financial year. Consequently, the estimates may not materialize in the future due to the uncertainties inherent in these predictions.

The Company and its subsidiaries have the total amount of tax credits of R$1,245,348, of which R$84,940 are from the parent Company GLAI and R$1,160,408 are from the operating subsidiaries VRG and Webjet. On December 31, 2012, the projections for GLAI and its indirect subsidiary Webjet do not result in sufficient taxable profits to compensate all available tax credits over the next 10 years and, as a result, there has been recorded a provision for tax credit losses of R$41,245 for GLAI and R$233,534 for Webjet. For the direct subsidiary VRG, such projections indicate the existence of sufficient taxable profits for realization of all deferred tax credits recognized in up to 10 years. However, due to tax losses reported in the last years, the Administration conducted a sensitivity analysis on the results and projections and significant changes in the macro-economic scenario, which resulted in recognition of deferred assets on the tax losses and the negative basis at the lowest value derived from this analysis. As a result, the Company and its subsidiaries recognized a provision for loss of R$390,972 related to the subsidiary VRG.

The Company´s management considers that the deferred assets recognized on June 30, 2013 arising from temporary differences will be realized when the provisions are settled and the related future events are resolved.

 

Individual

 

Three-month

Period Ended on

 

Six-month

Period Ended on

 

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Loss Before Income Tax and Social Contribution

(446,781)

 

(710,398)

 

(521,971)

 

(750,733)

Combined Tax Rate

34%

 

34%

 

34%

 

34%

Income Tax Credits at the Combined Tax Rate

151,905

 

241,535

 

177,470

 

255,249

Adjustments to Calculate the Effective Tax Rate:

 

 

 

 

 

 

 

Equity in Subsidiaries

(103,295)

 

(187,395)

 

(140,326)

 

(204,387)

Nondeductible Income from Subsidiaries

(3,259)

 

(10,301)

 

(2,267)

 

(16,920)

Income Tax on Permanent Differences and Others

(3,032)

 

(597)

 

(3,576)

 

(822)

Nondeductible Expenses (Nontaxable Income)

(51)

 

703

 

(103)

 

(112)

Exchange Differences on Foreign Investments

(45,008)

 

(48,620)

 

(34,038)

 

(38,752)

Income Tax and Social Contribution

(2,740)

 

(4,675)

 

(2,840)

 

(5,744)

 

 

 

 

 

 

 

 

Current Income Tax and Social Contribution

(1,885)

 

(2,948)

 

(1,985)

 

(4,017)

Deferred Income Tax and Social Contribution

(855)

 

(1,727)

 

(855)

 

(1,727)

 

(2,740)

 

(4,675)

 

(2,840)

 

(5,744)

 

 

 

 

 

Consolidated

 

Three-month

Period Ended on

 

Six-month

Period Ended on

 

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Loss Before Income Tax and Social Contribution

(460,057)

 

(804,969)

 

(465,810)

 

(820,919)

Combined Tax Rate

34%

 

34%

 

34%

 

34%

Income Tax Credits at the Combined Tax Rate

156,419

 

273,689

 

158,375

 

279,112

Adjustments to Calculate the Effective Tax Rate:

 

 

 

 

 

 

 

Nondeductible Income from Subsidiaries

(3,089)

 

(10,301)

 

(2,268)

 

(16,920)

Income Tax on Permanent Differences and Others

(3,623)

 

1,963

 

(4,343)

 

(2,575)

Nondeductible Expenses (Nontaxable Income)

(20,060)

 

(5,610)

 

(27,501)

 

(6,436)

Exchange Differences on Foreign Investments

(44,945)

 

(46,588)

 

(25,244)

 

(38,116)

Benefit Constituted (not Recognized) on Tax Losses and Temporary Differences

(57,599)

 

(123,257)

 

(141,453)

 

(150,623)

Income Tax and Social Contribution

27,103

 

89,896

 

(42,434)

 

64,442

 

 

 

 

 

 

 

 

Current Income Tax and Social Contribution

(10,968)

 

5,326

 

(28,372)

 

(4,595)

Deferred Income Tax and Social Contribution

38,071

 

84,570

 

(14,062)

 

69,037

 

27,103

 

89,896

 

(42,434)

 

64,442

 

 

36

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

10.                Prepaid Expenses

 

 

Individual

(BRGAAP)

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Deferred losses from Sale-leaseback Transactions

-

 

-

 

40,142

 

44,829

Hedge Prepayment

-

 

 

 

4,207

 

 

Lease Prepayments

15

 

312

 

29,064

 

15,291

Insurance Prepayments

-

 

-

 

7,026

 

17,705

Prepaid Commissions

-

 

-

 

15,365

 

14,605

Marketing Prepayments

-

 

 

 

17,875

 

 

Others

-

 

312

 

6,596

 

5,354

 

15

 

-

 

120,275

 

97,784

 

 

 

 

 

 

 

 

Current

15

 

312

 

89,560 

 

62,328

Noncurrent

-

 

-

 

30,769

 

35,456

 

During the reporting periods of 2007, 2008, and 2009, the Company recorded losses on sale-leaseback transactions performed by its subsidiary GAC Inc. relating to nine aircraft in the amount of R$89,337. These losses were deferred and are being amortized proportionally to the payments of the respective lease contracts during the contractual term of 120 months. Further information related to the sale-leaseback transactions are described in Note  n° 30b.

11.                Deposits 

 

Parent Company

Escrow Deposits

 

37

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Escrow deposits represent guarantees in legal proceedings related to labor claims, deposited in escrow until the conclusion of the related claims. The balances of escrow deposits as of June 30, 2013 recorded as noncurrent assets totaled R$19,363 (R$18,548 as of December 31, 2012).

Consolidated

Maintenance Deposits

The Company and its subsidiaries VRG and Webjet made deposits in U.S. Dollars for maintenance of aircraft and engines that will be used in future events as set forth in some finance lease contracts.

The maintenance deposits do not exempt the Company and its subsidiaries, as lessee, neither from the contractual obligations relating to the maintenance of the aircraft nor from the risk associated with maintenance activities. The Company and its subsidiaries hold the right to select any of the maintenance service providers or to perform such services internally.

As of June 30, 2013, maintenance deposits are presented based on the net recoverable amount, whose balance classified in current and noncurrent assets was R$4,179 and R$373,791, respectively (R$2,575 and R$324,492 in current assets and noncurrent assets in December 31, 2012, respectively).

Deposits in Guarantee for Lease Agreements

As required by the lease agreements, the Company and its subsidiaries hold guarantee deposits in US dollars on behalf of the leasing companies, whose full refund occurs upon the contract expiration date. As of June 30, 2013, the balance of guarantee deposits for lease agreements, classified in noncurrent assets, is R$211,350 (R$173,313 as of December 31, 2012).

Escrow Deposits

Escrow deposits represent guarantees in legal proceedings related to tax, civil and labor claims, deposited in escrow until the resolution of the related claims, paid at SELIC rate. The balances of escrow deposits as of June 30, 2013, recorded in noncurrent assets and presented at its net realizable value totaled R$195,716 (R$156,816 as of December 31, 2012).

 

12.                Webjet’s Operation Restructuring

 

On November 23, 2012, the Company initiated the winding up of Webjet’s activities and the consequent discontinuation of its brand. The winding up of Webjet´s activities aims at the optimization of the organizational structure of the companies and unification of their operations, reducing costs and bringing new synergies.

Assets Held for Sale

 

38

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Due to not representing a component according to IFRS 5 and CPC 31 “Noncurrent assets held for sale and discontinued operation”, with operations and cash flows that could be clearly distinguished, operationally and for  disclosure purposes in the financial statements of the Company, Webjet was not considered a "discontinued Operation". This understanding is supported by the fact that the routes previously operated by Webjet will continue to be operated by the Company.  Given that Webjet’s fleet is available for immediate sale and their sale is considered to be highly probable, the accounting balance of aircraft was reclassified in accordance with IFRS 5 and CPC 31, to the Group of "assets held for sale" and are recorded at the recoverable amount estimated by the Company as detailed below:

 

06/30/2013

 

12/31/2012

Aircraft

9,834

 

12,253

Engines

11,473

 

11,473

Impairment of Assets

(14,635)

 

(15,552)

 

6,672

 

8,174

 

For the six-month period ended on June 30, 2013, the Company recorded the net loss of R$1,502 from the sale of a Webjet’s Boeing 737-300, under “Other Expenses, net” (see Note 26).

 

13.                Transactions with Related Parties

 

a) Loan Agreements – Noncurrent Assets and Liabilities – Parent Company

The Company, through GAC and Finance maintains loan agreements, assets and liabilities with its subsidiary VRG without interest rates, maturity or guarantees prescribed, as set forth below:     

 

Asset

 

Liability

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

GLAI with VRG

51,261

 

50,887

 

-

 

-

GAC with VRG (a)

-

 

-

 

438,092

 

493,918

Finance with VRG (a)

504,707

 

483,375

 

-

 

-

 

555,968

 

534,262

 

438,092

 

493,918

 

a)     The values that ​​the Company maintains with GAC and Finance, subsidiaries abroad, are subject to exchange rate variations.

 

b) Graphic, Consulting and Transportation Services

The subsidiary VRG holds a contract with the related party Breda Transportes e Serviços S.A. for passenger and luggage transportation services between airports, and transportation of employees, expiring on May 31, 2015, renewable every 12 months for additional equal terms through an amendment instrument signed by the parties, annually adjusted based on the IGP-M fluctuation (General Market Price Index from Getulio Vargas Foundation).

The subsidiary VRG also holds contracts for the operation of the Gollog franchise in Passos/MG through the related party União Transporte de Encomendas e Comércio de Veículos Ltda., expiring on December 29, 2015.

 

39


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The subsidiary VRG also holds contracts with the related party Vaud Participações S.A. to provide executive administration and management services, expiring on October 01, 2014.

During the period ended on June 30, 2013, VRG recognized total expenses related to these services of R$3,114 (R$5,299 as of June 30, 2012). All the entities referred above belong to the same economic group of the Company.

c) Contracts Account Opening UATP (“Universal Air Transportation Plan”) to Grant Credit Limit

In September 2011, the subsidiary VRG entered into agreements with related parties Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda., both with no expiration date, with the purpose of the issuance of credits in the amounts of R$20 and R$40, respectively, to be used in the UATP (Universal Air Transportation Plan) system. The UATP account (virtual card) is accepted as a payment method on the purchase of airline tickets and related services, seeking to simplify the billing and facilitate the payment between participating companies.

d) Financing Contract for Engine Maintenance

VRG has a line of funding for maintenance of engines whose disbursement occurs through the issuance of Guaranteed Notes. The series, issued on 29 June 2012 and 27 September 2012 respectively, will mature on June 29, 2014 and 27 September 2014 and aims to support the maintenance of engines, (see details in Note 17). On March 11, 2013, VRG issued the third serie of Guaranteed Notes for maintenance of engines, with financial guarantee from the Export-Import Bank of the United States ("Ex-Im Bank"), with maturity date on March 11, 2015. During the period ended on June 30, 2013 the spending on engine maintenance conducted by Delta Air Lines was R$41,170.

e) Trade Payables – Current Liabilities

As of June 30, 2013, balances payable to related companies amounting to R$273 (R$1,019 as of December 31, 2012) are included in the balance of accounts payables and substantially refers to the payment to Breda Transportes e Serviços S.A. for passenger transportation services.

f) Key Management Personnel Payments

 

Three-month

Period Ended on

 

Six-month

Period Ended on

 

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Salaries and Benefits

1,883

 

3,209

 

4,724

 

6,651

Related Taxes

341

 

1,367

 

788

 

2,569

Share-based Payments

542

 

3,750

 

1,516

 

7,684

Total

2,766

 

8,326

 

7,028

 

16,904

 

As of June 30, 2013, the Company did not offer postemployment benefits, and there are no severance benefits or other long-term benefits for the Management or other employees.

 

40

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

14.                Share-based Payments

 

Consolidated

 

The Company has two kinds of share-based payments plans offered to the key management personnel: the Stock Option Plan and the Restricted Shares. Both plans stimulate and promote the alignment of the Company’s goals, the administrators and employees, mitigate risks in value creation for the Company by the loss of their executives and strengthen the commitment and productivity of these executives to long-term results. The plans were developed to attract and retain key managers and strategic talents, linking a significant part of their equity to the value of the Company.

a) The Stock Option Plan

The Company’s Board of Directors, within the scope of their functions and in conformity with the Company’s stock options plan, approved the grant of preferred stock options plan to the Company’s management and executives. For grants through 2009, the options vest at a rate of 20% per year, and can be exercised within up to 10 years after the grant date.

Due to changes in the Company’s Stock Options Plan approved by the Company’s Annual Shareholders’ Meeting held on April 30, 2010, for plans granted beginning 2010, 20% of the options become vested as from the first year, an additional 30% as from the second, and the remaining 50% as from the third year. The options under these plans may also be exercised within 10 years after the grant date.

The fair value of stock options was estimated on the grant date using the Black-Scholes option pricing model.The expected volatility of the options is based on the historical volatility of 252 working days of the Company’s shares traded on the stock exchange.

The date of the Board of Directors’ meetings and the assumptions utilized in the Black-Scholes option pricing model are as follows:

Stock Options Plan

Year of the Option

 

Date of the Board Meeting

 

Total Options Granted

 

Exercise Price of the Option

 

The Fair Value of the Option at Grant Date

 

Estimate Volatility of Share Price

 

Expected Dividend

 

Risk-free Rate Return

 

Length of the Option (in Years)

2005

 

12/09/2004

 

87,418

 

33.06

 

29.22

 

32.52%

 

0.84%

 

17.23%

 

10

2006

 

01/02/2006

 

99,816

 

47.30

 

51.68

 

39.87%

 

0.93%

 

18.00%

 

10

2007

 

12/31/2006

 

113,379

 

65.85

 

46.61

 

46.54%

 

0.98%

 

13.19%

 

10

2008

 

12/20/2007

 

190,296

 

45.46

 

29.27

 

40.95%

 

0.86%

 

11.18%

 

10

2009 (a)

 

02/04/2009

 

1,142,473

 

10.52

 

8.53

 

76.91%

 

-

 

12.66%

 

10

2010 (b)

 

02/02/2010

 

2,774,640

 

20.65

 

16.81

 

77.95%

 

2.73%

 

8.65%

 

10

2011

 

12/20/2010

 

2,722,444

 

27.83

 

16.11(c)

 

44.55%

 

0.47%

 

10.25%

 

10

2012

 

10/19/2012

 

778,912

 

12.81

 

5.35 (d)

 

52.25%

 

2. 26%

 

9.00%

 

10

2013 (e)

 

05/13/2013

 

802,296

 

6.30

 

6.54

 

46.91%

 

2.00%

 

7.50%

 

10

 

(a)      In April 2010 216,673 shares were granted in addition to the 2009 plan.

(b)     In April 2010 additional options were approved totaling 101,894, referring to the 2010 plan.

 

41


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

(c)      The fair value calculated for the 2011 plan was R$16.92, R$16.11 and R$15.17 for the respective periods of vesting (2011, 2012 and 2013).

(d)     The fair value calculated for the stock option plan for 2012 was R$6.04, R$5.35 and R$4.56, respectively.

(e)      The fair value calculated for the stock option plan for 2013 was R$7.34, R$6.58 and R$5.71, respectively.

 

The movement of existing stock options during the period of June 30, 2013 is as follows:

 

Total of Stock Options

 

Weighted Average Exercise Price

Options Outstanding as of December 31, 2012

3,999,170

 

22.40

Options Granted

802,296

 

6.30

Options Cancelled and Adjustments in Estimated Lost Rights

(771,843) 

 

19.48

Options Outstanding as of June 30, 2013

4,029,623

 

20.35

 

 

 

 

Number of Options Exercisable as of December 31, 2012

1,885,116

 

23.05

Number of Options Exercisable as of June 30, 2013

2,593,831

 

24.50

 

The range of exercise prices and the average maturity of outstanding options, as well as the intervals of exercise prices for options exercisable as of June 30, 2013 are summarized below:

Outstanding Options

 

Options Exercisable

Range of Exercise Prices

 

Outstanding Options

 

Average Remaining Maturity

(in Years)

 

Average Exercise Price

 

Options Exercisable

 

Average Exercise Price

33.06

 

4,965

 

3

 

33.06

 

4,965

 

33.06

47.3

 

13,220

 

4

 

47.30

 

13,220

 

47.30

65.85

 

14,962

 

5

 

65.85

 

14,962

 

65.85

45.46

 

41,749

 

6

 

45.46

 

41,749

 

45.46

10.52

 

20,414

 

7

 

10.52

 

19,597

 

10.52

20.65

 

1,259,114

 

8

 

20.65

 

1,259,114

 

20.65

27.83

 

1,437,271

 

9

 

27.83

 

1,214,392

 

27.83

12.81

 

599,947

 

10

 

12.81

 

25,832

 

12.81

6.30

 

617,981

 

10

 

6.30

 

-

 

6.30

6.30-65.85

 

4,029,623

 

8.91

 

20.35

 

2,593,831

 

24.50

 

b) Restricted Shares

During the Extraordinary General Meeting held on October 19, 2012, the Company approved the Restricted Shares Plan. The first grants were approved at the Board of Directors´ meeting on November 13, 2012. The transfer of restricted shares will be held at the end of third year from the date of grant, assuming as an acquisition condition the employee relationship up to the end of this period.

On May 13, 2013, it was approved by the Company’s Board of Directors the grant of 712,632 preferred shares, in conformity with the Company’s stock options plan, with exercise price of R$12.76.

The fair value of the restricted shares granted was estimated on the grant date using the Black-Scholes pricing model, and the assumptions are listed below:

Restricted Stock Plan

Year of the Share

 

Date of the Board Meeting

 

Total Shares Granted

 

The Fair Value of the Share at Grant Date

 

Estimate Volatility of Share Price

 

Risk-free Rate of Return

 

Duration of Share

(in Years)

2012

 

11/13/2012

 

589,304

 

9.70

 

52.25%

 

9.0%

 

10

2013

 

05/13/2013

 

712,632

 

12.76

 

46.91%

 

7.5%

 

10

 

 

42


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

For the six-month period ended on June 30, 2013, the Company recorded in shareholders ' equity a result with share-based payment in the amount of R$3,692 (R$7,684 for the year ended June 30, 2012), being the counterpart in the income statement result classified as staff costs.

Until June 30, 2013 there were no restricted shares transferred to participants of the plan.

 

15.           Investments  

 

Due to the changes in Law 6,404/76 introduced by Law 11,638/07, investments in foreign subsidiaries, GAC and Finance were considered as an extension of the controller GLAI and consolidated on a line by line basis, only the subsidiaries Smiles and VRG were considered as an investment.

Changes in investments to June 30, 2013 are as follows:

Balance as of December 31, 2011

2,103,325

Equity in Subsidiaries

(1,333,033)

Unrealized Hedge Losses (VRG)

10,686

Amortization Losses, net of Sale Leaseback (*)

(1,810)

Balance as of December 31, 2012

779,168

Equity in Subsidiaries

(412,724)

Capital Gains due to Change in Ownership Interest

611,042

Share-based payment Smiles

601

Unrealized Hedge Gains (VRG)

29,296

Advance for Future Capital Increase

224,670

Amortization Losses, net of Sale Leaseback (*)

(884)

Balance as of June 30, 2013

1,231,218

 

(*) The subsidiary GAC has a net balance of deferred losses and gains on sale leaseback, whose deferral is subject to the payment of contractual installments made by its subsidiary VRG. Accordingly, as of June 30, 2013, the net balance to be deferred of R$27,972 (R$28,877 for the year ended December 31, 2012) is basically a part of the parent's net investment in the VRG. See Note 30b.

 

a) VRG

The subsidiary VRG’s shares are not traded on stock exchanges. The relevant information on VRG is summarized below:

 

 

Total Number

of Shares

 

Interest
%

 

Capital

 

Shareholders’ Equity (i)

 

Net Loss

12/31/2012

 

3,002,248,156

 

100.0%

 

2,294,191

 

750,272

 

(1,333,033)

06/30/2013

 

3,225,248,156

 

100.0%

 

2,517,181

 

540,078

 

(462,500)

 

(i)            The difference between the investment balance and the participation on VRG’s equity corresponds to the net value of R$27,993 from sale-leaseback adjustment, as mentioned above (*).

 

 

43


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

b) Smiles

 

 

Total Number

of Shares

 

Interest
%

 

Capital

 

Adjusted Shareholders’ Equity (i)

 

Net Income

Adjusted (i)

 

Unrealized

Gain (ii)

 

Net Income

12/31/2012

 

-

 

100.0%

 

0.1

 

0.1

 

-

 

-

 

-

06/30/2013

 

122,173,912

 

57.3%

 

1,132,174

 

661,525

 

49,833

 

11,739

 

78,139

 

(i)            The values is related to the only portion held by the Company on its subsidiary Smiles S.A..

(ii)           The values is related to the unrealized gains between the subsidiaries VRG and Smiles S.A.’s transactions.

 

The impacts arising from the sale of 42.7% stake of Smiles through a public offering, referred to in Note 01, are as follows:

 

 

Smiles Investment Balance Before the IPO (b)

39,345

Capital Contributions Through Smiles S.A.’s IPO

      1,095,953

Equity Adjusted After Smiles IPO

1,135,298

 

 

Parent (GLAI) Participation Over Smiles S.A. After the IPO

57.3%

Investment Balance After the IPO (b)

650,387

Gain on change in equity interest participation of (a) - (b)

611,042

 

The Company entered into an investment agreement with General Atlantic Service Company LLC. ("G.A.") involving the grant by the Company options to purchase Smiles’ shares by G.A. for the equivalent of 20% of its investment on Smiles. While its not exercised, any and all rights attributable to the options owned by the Company, regardless of the date it will occur the payment or settlement. The fair value of the transaction was recorded in liabilities with derivative transaction, as as detailed in Note 31.

As of June 30,2013, there we options axercised by G.A. under this agreement.

 

16.             Result per Share

 

Although there are differences between common and preferred shares in terms of voting rights and priority in case of liquidation, the Company’s preferred shares are not entitled to receive any fixed dividends. Rather, preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to common shareholders. Therefore, the Company understands that, substantially, there is no difference between preferred shares and common shares, and, accordingly, basic and diluted earnings or loss per share are calculated equally for both shares.

Consequently, basic earnings or loss per share are computed by dividing income or losses by the weighted average number of all classes of shares outstanding during the period. Diluted earnings or loss per share are computed including stock options granted to key management and employees using the treasury stock method when the effect is dilutive. The antidilutive effect of all potential shares is disregarded in calculating diluted earnings or loss per share.

44

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

 

Individual and Consolidated

(IFRS)

 

Three-month

Period Ended on

 

Six-month

Period Ended on

 

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Numerator

     

 

 

 

 

Loss for the Period, net

(449,521)

 

(715,073)

 

(524,811)

 

(756,477)

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

Weighted Average Number of Outstanding Shares (in Thousands)

276,437

 

266,666

 

276,437

 

266,666

 

 

 

 

 

 

 

 

Adjusted Weighted Average Number of Outstanding Shares and Diluted Presumed Conversions (in Thousands)

276,437

 

266,666

 

276,437

 

266,666

 

 

 

 

 

 

 

 

Basic Loss per Share

(1.626)

 

(2.682)

 

(1.898)

 

(2.837)

Diluted Loss per Share

(1.626)

 

(2.682)

 

(1.898)

 

(2.837)

 

Diluted earnings or loss per share are calculated by considering the instruments that may have a potential dilutive effect in the future, such as share-based payment transactions, discussed in Note 14. However, due to the losses reported for the six-month period ended on June 30, 2013, these instruments have anti-dilutive effect and, therefore, are not considered in the total number of outstanding shares.

The stock options owned by General Atlantic (as in note 15) are not included in the calculation of earnings per share because they have no dilutive effect.

17.             Property, Plant and Equipment

 

Parent Company

The balance corresponds to advances for acquisition of aircraft, related to prepayments made based on the contracts with Boeing Company to acquire 146 aircraft 737 in the amount of R$528,334 (R$475,335 as of December 31, 2012) and the right on the residual value of aircraft in the amount of R$427,300 (R$417,163 as of December 31, 2012), both held by the subsidiary GAC.

Consolidated

 

06/30/2013

 

12/31/2012

 

Weighted Anual Depreciation Rate

 

Cost

 

 

Accumulated

Depreciation

 

 

Net

Amount

 

Net

Amount

 

Flight Equipment

 

 

 

 

 

 

 

 

 

Aircraft Under Finance Leases

4%

 

3,035,566

 

(805,635)

 

2,229,931

 

2,224,036

Sets of Replacement Parts and Spares Engines

4%

 

923,601

 

(241,526)

 

682,075

 

693,035

Aircraft Reconfigurations/Overhauling

30%

 

749,726

 

(420,307)

 

329,419

 

345,499

Aircraft and Safety Equipment

20%

 

2,341

 

(1,538)

 

803

 

873

Tools

10%

 

27,518

 

(11,338)

 

16,180

 

17,291

 

 

 

4,738,752

 

(1,480,344)

 

3,258,408

 

3,280,734

 

 

 

 

 

 

 

 

 

 

Impairment Losses

-

 

(34,999)

 

-

 

(34,999)

 

(47,726)

 

 

 

4,703,753

 

(1,480,344)

 

3,223,409

 

3,233,008

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment in use

 

 

 

 

 

 

 

 

 

Vehicles

20%

 

10,869

 

(8,259)

 

2,610

 

2,677

Machinery and Equipment

10%

 

49,708

 

(19,348)

 

30,360

 

33,155

Furniture and Fixtures

10%

 

20,782

 

(12,234)

 

8,548

 

9,437

Computers and Peripherals

20%

 

46,390

 

(34,593)

 

11,797

 

13,883

Communication Equipment

10%

 

3,137

 

(1,852)

 

1,285

 

1,353

Facilities

10%

 

4,318

 

(3,126)

 

1,192

 

1,352

Maintenance Center - Confins

10%

 

105,971

 

(30,809)

 

75,162

 

80,558

Leasehold Improvements

20%

 

50,599

 

(32,197)

 

18,402

 

23,222

Construction in Progress

-

 

6,056

 

-

 

6,056

 

5,865

 

 

 

297,830

 

(142,418)

 

155,412

 

171,502

 

 

 

5,001,583

 

(1,622,762)

 

3,378,821

 

3,404,510

 

 

 

 

 

 

 

 

 

 

Advances for Aircraft Acquisition

-

 

531,908

 

-

 

531,908

 

481,289

 

 

 

 

 

 

 

 

 

 

 

 

 

5,533,491

 

(1,622,762)

 

3,910,729

 

3,885,799

 

 

45


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Changes in property, plant and equipment balances are as follows:

 

Property, Plant and Equipment Under Finance Lease

 

Other Flight Equipment (a)

 

Advances for Acquisition of Property, Plant and Equipment

 

Others

 

Total

As of December 31, 2011

2,377,234

 

955,306

 

365,067

 

192,863

 

3,890,470

Addition

31,265

 

395,661

 

256,887

 

14,883

 

698,696

Disposals

-

 

(81,155)

 

(140,664)

 

(1,237)

 

(223,056)

Assets Held for Sale

-

 

(8,174)

 

 

 

 

 

(8,174)

Depreciation

(184,462)

 

(252,667)

 

-

 

(35,008)

 

(472,137)

As of December 31, 2012

2,224,037

 

1,008,971

 

481,290

 

171,501

 

3,885,799

Addition

79,894

 

117,416

 

280,608

 

2,461

 

480,379

Disposals

-

 

(16,956)

 

(229,990)

 

(1,661)

 

(248,607)

Depreciation

(74,000)

 

(115,953)

 

-

 

(16,889)

 

(206,842)

As of June 30, 2013

2,229,931

 

993,478

 

531,908

 

155,412

 

3,910,729

 

(a)      Additions primarily represent: (i) total estimated costs to be incurred relating to the reconfiguration of the aircraft when returned and, (ii) capitalized costs related to major engine overhaul.

 

 

18.                  Intangible Assets

 

 

 

Goodwill

 

Trademark

 

Airport Operating Licenses

 

Software

 

Total

Balance as of December 31, 2011

542,302

 

63,109

 

1,038,900

 

139,646

 

1,783,957

Additions

-

 

-

 

-

 

20,773

 

20,773

Disposals

-

 

-

 

-

 

(544)

 

(544)

Amortizations

-

 

-

 

-

 

(47,494)

 

(47,494)

Impairment of Trademark

-

 

(56,761)

 

-

 

-

 

(56,761)

Balance as of December 31, 2012

542,302

 

6,348

 

1,038,900

 

112,381

 

1,699,931

Additions

-

 

-

 

-

 

9,282

 

9,282

Disposals

-

 

-

 

-

 

(7)

 

(7)

Amortizations

-

 

-

 

-

 

(20,310)

 

(20,310)

Balance as of June 30, 2013

542,302

 

6,348

 

1,038,900

 

101,346

 

1,688,896

 

 

46

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

 

19.                  Short and Long-term Debt

 

 

Maturity of

the Contract

 

Effective Rate (p.y.)

 

Individual

(BR GAAP)

 

Consolidated

(BR GAAP and IFRS)

     

 

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Short Term Debt

                     

Local Currency

       

 

     

 

   

Debentures IV

Sep, 2015

 

10.74%

 

-

 

-

 

-

 

596,451

Debentures V

Jun, 2017

 

10.52%

 

-

 

-

 

-

 

494,505

BNDES - Loan Safra

-

 

-

 

-

 

-

 

-

 

29,888

Citibank

-

 

-

 

-

 

-

 

-

 

14,013

BNDES (direct)

Jul, 2017

 

4.96%

 

-

 

-

 

3,153

 

3,140

BDMG

Mar, 2018

 

10.41%

 

-

 

-

 

5,327

 

6,401

IBM

-

 

-

 

-

 

-

 

-

 

6,663

Working Capital

Dec, 2015

 

10.02%

 

-

 

-

 

66,177

 

191,841

Interest

-

 

-

 

-

 

-

 

15,121

 

13,991

 

 

 

 

 

-

 

-

 

89,778

 

1,356,893

Foreign Currency (in US$):

 

 

 

 

 

 

 

 

 

 

 

J.P. Morgan

Apr, 2014

 

1.13%

 

-

 

-

 

86,356

 

73,609

IFC

-

 

-

 

-

 

-

 

-

 

17,007

FINIMP

Nov, 2013

 

4.20%

 

-

 

-

 

3,120

 

24,179

Interest

-

 

-

 

45,516

 

41,980

 

61,159

 

40,285

 

 

 

 

 

45,516

 

41,980

 

150,635

 

155,080

 

 

 

 

 

45,516

 

41,980

 

240,413

 

1,511,973

 

 

 

 

 

 

 

 

 

 

 

 

Finance Lease

 

 

 

 

-

 

-

 

247,133

 

207,652

Total Short Term Debt

 

 

 

 

45,516

 

41,980

 

487,546

 

1,719,625

 

 

 

 

 

 

 

 

 

 

 

 

Long Term Debt

 

 

 

 

 

 

 

 

 

 

 

Local Currency

 

 

 

 

 

 

 

 

 

 

 

Debentures IV

Sep, 2015

 

10.74%

 

-

 

-

 

597,096

 

-

Debentures V

Jun, 2017

 

10.52%

 

-

 

-

 

495,115

 

-

Safra

Dec, 2015

 

10.02%

 

-

 

-

 

97,853

 

131,188

BNDES – Loan Safra

-

 

-

 

-

 

-

 

-

 

13,938

BDMG

Mar, 2018

 

10.41%

 

-

 

-

 

18,169

 

20,134

BNDES – Direct

Jul, 2017

 

4.96%

 

-

 

-

 

9,550

 

11,098

IBM

-

 

-

 

-

 

-

 

-

 

20,484

 

 

 

 

 

-

 

-

 

1,217,783

 

196,842

Foreign Currency (in US$):

 

 

 

 

 

 

 

 

 

 

 

J.P. Morgan

Apr, 2014

 

1.13%

 

-

 

-

 

12,244

 

33,656

Senior Bond I

Apr, 2017

 

7.70%

 

498,510

 

459,788

 

465,276

 

429,135

Senior Bond II

Jul, 2020

 

9.65%

 

652,721

 

601,242

 

652,721

 

601,242

Senior Bond III

Feb, 2023

 

11.23%

 

-

 

-

 

411,419

 

-

Perpetual Bond

-

 

8.75%

 

443,120

 

408,699

 

396,593

 

365,787

 

 

 

 

 

1,594,351

 

1,469,729

 

1,938,253

 

1,429,820

 

 

 

 

 

1,594,351

 

1,469,729

 

3,156,036

 

1,626,662

 

 

 

 

 

 

 

 

 

 

 

 

Finance Lease

 

 

 

 

-

 

-

 

1,950,950

 

1,844,888

Total Long Term Debt

 

 

 

 

1,594,351

 

1,469,729

 

5,106,986

 

3,471,550

 

 

 

 

 

1,639,867

 

1,511,709

 

5,594,532

 

5,191,175

 

 

47


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The maturities of long-term debt as of June 30, 2013, are as follows:

Parent Company

 

Individual

 

2017

 

After 2017

 

Without Maturity Date

 

Total

Foreign Currency (in U.S. Dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Bond I

498,510

 

-

 

-

 

498,510

Senior Bond II

-

 

652,721

 

-

 

652,721

Perpetual Bond

-

 

-

 

443,120

 

443,120

Total

498,510

 

652,721

 

443,120

 

1,594,351

 

Consolidated

 

2014

 

2015

 

2016

 

2017

 

After 2017

 

Without Maturity Date

 

Total

Local Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES Loan

1,549

 

3,097

 

3,097

 

1,807

 

-

 

-

 

9,550

BNDES – Loan Safra

-

 

-

 

-

 

-

 

-

 

-

 

-

Safra

-

 

97,853

 

-

 

-

 

-

 

-

 

97,853

BDMG

2,456

 

4,913

 

4,913

 

4,913

 

974

 

-

 

18,169

IBM

-

 

-

 

-

 

-

 

-

 

-

 

-

Debentures

-

 

597,096

 

247,558

 

247,557

 

-

 

-

 

1,092,211

 

4,005

 

702,959

 

255,568

 

254,277

 

974

 

-

 

1,217,783

Foreign Currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in U.S. Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

JP Morgan

10,265

 

1,979

 

-

 

-

 

-

 

-

 

12,244

Senior Bond I

-

 

-

 

-

 

465,276

 

-

 

-

 

465,276

Senior Bond II

-

 

-

 

-

 

-

 

652,721

 

-

 

652,721

Senior Bond III

-

 

-

 

-

 

-

 

411,419

 

-

 

411,419

Perpetual Bond

-

 

-

 

-

 

-

 

-

 

396,593

 

396,593

 

10,265

 

1,979

 

-

 

465,276

 

1,064,140

 

396,593

 

1,938,253

Total

14,270

 

704,938

 

255,568

 

719,553

 

1,065,115

 

396,593

 

3,156,036

 

The fair values of senior and perpetual bonds, as of June 30, 2013, are as follows:

 

 

 

48

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

 

Individual

 

Consolidated

 

Book

 

Market (a)

 

Book

 

Market (a)

Senior Bonds

1,151,231

 

994,989

 

1,529,416

 

1,326,993

Perpetual Bond

443,120

 

301,348

 

396,593

 

269,707

 

(a)      Senior and perpetual bonds market prices are obtained through market quotations.

 

a) Covenants

GLAI has restrictive covenants ("covenants") in its financing agreements with the following financial institutions: Bradesco and Banco do Brasil (Debentures IV e V).

Long-term financing (excluding perpetual bonds and financing of aircraft) in the total amount of R$2,760 as of June 30, 2013 have clauses and the usual restrictions, including but not limited to those that require the Company to maintain the liquidity requirements defined  and the cover of expenses with interest.

As of June 30, 2013, the funding by the debentures IV and V have the following restrictive clauses: (i) net debt/EBITDAR below 3.5, and (ii) coverage of debt (CID) of at least 1.3.

The Company performs semi-annual measurements. According to the Company's measurements, the restrictive clauses have been: (i) net debt/EBITDA of 783.3; and (ii) coverage of debt (CID) of (0.88).

Therefore, the Company has not met the minimum levels for the restrictive clauses above both on December 31, 2012 as on June 30, 2013. However, on February 1, 2013, the Company obtained a waiver for covenants related to these financings on the dates mentioned above.

b)   New Loans as of June 30, 2013

 

There were no new loans and borrowings during the quarter ended June 30, 2013.

 

c)    Financial Leases

 

The future of payments of financial leasing contracts indexed by U.S. Dollars are detailed below:

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

2013

169,943

 

304,561

2014

352,832

 

319,149

2015

342,485

 

309,586

2016

332,964

 

300,782

After 2016

1,414,235

 

1,241,672

Total Minimum Lease Payments

2,612,459

 

2,475,750

Less Total Interest

(414,376)

 

(423,210)

Present Value of Minimum Lease Payments

2,198,083

 

2,052,540

Less Current Portion

(247,133)

 

(207,652)

Noncurrent Portion

1,950,950

 

1,844,888

 

49

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The discount rate used to calculate the present value of the minimum lease payments is 5.27% as of June 30, 2013 (6.10% as of December 31, 2012). There are no significant differences between the present value of minimum lease payments and the fair value of these financial liabilities.

The Company extended the maturity date of the financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables the performance of calculated withdrawals to be settled at the end of the lease agreement. As of June 30, 2013, the withdrawals made for the repayment at maturity date of the lease agreements amount to R$104,908 (R$88,334 as of December 31, 2012) and are recorded in long-term debt.

 

20.                Advance Ticket Sales

 

As of June 30, 2013, the balance of transport to perform classified in current liabilities was R$945,479 (R$823,190 as of December 31, 2012) and is represented by 4,814,976 coupons tickets sold and not yet used (3,640,935 as of December 31, 2012) with an average use of 99 days (92 days as of December 31, 2012).

 

21.                Mileage Program

 

As of June 30, 2013, the balance of Smiles deferred revenue is R$155,299 (R$124,905 as of December 31, 2012) and R$427,898 (R$364,307 as of December 31, 2012) classified in the current and noncurrent liabilities, respectively and the number of outstanding miles as of June 30, 2013 amounted to 37,347,589,188.

 

22.               Advances from Customers

 

The Company performs advance mile sales and recorded under "Advances from Customers". On June 30, 2013, the outstanding balance related to these anticipated sales is R$379,320, of which R$326,787 and R$52,533 are classified in current and noncurrent liabilities, respectively.

As of June 30, 2013, the Company recognized the amount of R$31,099 (R$93,595 as of December 31, 2012), which corresponds, basically, to the outstanding balance related to the miles advance sales to Banco Itaú, which is recorded as "Advances from Customers".

The Company concluded, on April 8, 2013, the sales of miles in advance of its subsidiary Smiles S.A. to Banco Bradesco S.A., Banco do Brasil S.A. and Santander S.A. in the approximately amount of R$400,000 The advances were received by the Company on April 30, 2013 and the total amount related to these advances as of June 30, 2013 was R$344,853.

As of June 30, 2013 the Company also holds anticipated miles sales agreement with other financial institutions in the amount of R$1,103.

50

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The other advances are related to amounts received from travel agencies and business partners, in the amount of R$2,265 as of June 30, 2013 (R$1,787 on December 31, 2012) recorded as current liabilities.

 

23.             Taxes Payable

 

 

Individual

(BRGAAP)

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

 

 

 

 

 

 

 

 

PIS and COFINS

-

 

-

 

23,881

 

25,973

REFIS

9,675

 

9,826

 

28,686

 

29,134

IRRF on Payroll

-

 

2

 

13,903

 

20,492

ICMS

-

 

-

 

25,100

 

22,902

Import Tax

-

 

-

 

3,415

 

3,355

CIDE

20

 

20

 

1,185

 

1,739

IOF

62

 

63

 

62

 

63

IRPJ and CSLL to Collect

768

 

4,524

 

14,686

 

12,138

Others

4

 

3

 

6,167

 

5,100

 

10,529

 

14,438

 

117,085

 

120,896

 

 

 

 

 

 

 

 

Current

1,724

 

5,443

 

65,363

 

73,299

Noncurrent

8,805

 

8,995

 

51,722

 

47,597

 

24.             Provisions  

 

 

Insurance

Provision

 

Provision for Anticipated Return of Aircraft Webjet

 

Provision for Return of Aircraft and Engine VRG and Webjet

 

Restructuring Provision

 

Litigion

 

Total

Balance on December 31, 2012

19,611

 

17,889

 

312,412

 

36,978

 

92,940

 

479,830

Additional Provisions Recognized

8,201

 

-

 

58,001

 

-

 

8,073

 

74,275

Utilized Provisions

(26,704)

 

(15,118)

 

(88,824)

 

(33,963)

 

-

 

(164,609)

Foreign Exchange

(101)

 

-

 

22,954

 

-

 

1,188

 

24,041

Balance on June 30, 2013

1,007

 

2,771

 

304,543

 

3,015

 

102,201

 

413,537

             

 

 

   

 

As of December 31, 2012

           

 

 

     

Current

19,611

 

17,889

 

105,472

 

36,978

 

-

 

179,950

Noncurrent

-

 

-

 

206,940

 

-

 

92,940

 

299,880

 

19,611

 

17,889

 

312,412

 

36,978

 

92,940

 

479,830

             

 

 

   

 

As of June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Current

1,007

 

2,771

 

107,756

 

3,015

 

-

 

114,549

Noncurrent

-

 

-

 

196,787

 

-

 

110,201

 

298,988

 

1,007

 

2,771

 

304,543

 

3,015

 

110,201

 

413,537

 

a) Provision for Anticipated Return of Aircraft

51

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

In 2011, according to the strategic planning of Webjet, a provision for the anticipated return of aircraft was recorded. This provision was calculated based on the expected return of 18 aircraft Boeing 737-300 with operating leases contracts, as part of the Company's fleet renewal. The anticipated returns of aircraft are scheduled to occur between 2012 and 2013 and the original termination of leases was between 2012 and 2014. For the period ended June 30, 2013, the Company completed 9 aircraft returns with prefixes: PR-WJS, PR-WJT, PR-WJM, PR-WJL, PR-WJE, PR-WJO, PR-WJQ, PR-WJR and PR-WJU.

 

b) Return of Aircraft and Engines

The return provision considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure the aircraft without purchase option, as prescribed in the return conditions of the lease contracts, and which is capitalized in fixed assets (aircraft reconfigurations/overhauling), as described in note 17.

c) Provision for Restructuring

In December 2012, Webjet recognized a provision for restructuring costs due to the closure of the activities and the discontinuation of its brand. The first step of the restructuring plan was the extinction of flight operations and discontinuity of the Boeing 737-300 fleet, announced on November 23, 2012. The reduction of R$33,963 is related to the settlement of obligations incurred until June 30, 2013.

d) Lawsuits

As of June 30, 2013, the Company and its subsidiaries are parties to 21,924 (6,483 labor and 15,441 civil) lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operation (those arising from the Company’s normal course of operations), and Succession (those arising from the succession of former Varig S.A. obligations). Under this classification, the number of proceedings is as follows:

 

Operation

 

Succession

 

Total

Civil Lawsuits

12,702

 

488

 

13,190

Civil Proceedings

2,234

 

17

 

2,251

Labor Lawsuits

2,810

 

3,496

 

6,306

Labor Proceedings

175

 

2

 

177

 

17,921

 

4,003

 

21,924

 

The civil lawsuits are primarily related to compensation claims generally related to flight delays, flight cancellations, baggage loss and damages. The labor claims primarily consist of discussions related to overtime, hazard pay, and wage differences.

The provisions related to civil and labor suits, whose likelihood of loss is assessed as probable are as follows:

 

06/30/2013

 

12/31/2012

Civil

41,412

 

38,484

Labor

60,789

 

54,456

 

102,201

 

92,940

 

 

52

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Provisions are reviewed based on the progress of the proceedings and history of losses based on the best current estimate for labor and civil lawsuits.

There are other lawsuits assessed by management and its legal counsel as possible risks, in the estimated amount as of June 30, 2013 of R$19,901 for civil claims and R$6,639 for labor claims (R$37,250 and R$16,354 as of December 31, 2012 respectively), for which no provisions are recognized.

GLAI has been challenging in the courts the taxation  of PIS and COFINS in respect of  revenue associated with  interest on capital in the amount of R$37,750, received in the period between 2006 and 2008 from its subsidiary GTA Transportes Aéreos S.A., succeeded by VRG on September 25, 2008. According to the opinion of the legal counsel and based on the recent precedents, the Company classified this process as possible loss, with no provision for the amount involved. Additionally, the Company maintains with the Bic Banco a letter of credit with a partial guarantee on the value of the process as described in note 6.

The Company and its subsidiaries are challenging in the court the ICMS levied on aircraft and engines imported under aircraft lease transactions without purchase options in transactions carried out with lessors headquartered in foreign countries. The Company and its subsidiaries’ management understand that these transactions represent simple leases in view of the contractual obligation to return the assets that are the subject matter of the contract.

Management believes that there is no evidence of goods circulation and so, there are no legal events to generate the ICMS taxation. Based on the legal counsel opinion and supported by similar lawsuits with favorable decisions to taxpayers by the Superior Court of Justice (STJ) and Supreme Federal Court (STF) in the second quarter of 2007, the Company understands that the likelihood of loss is remote, and thus did not recognize provisions for these amounts. As of June 30, 2013 the estimated aggregated amount of the ongoing lawsuits related to the non-levy of ICMS tax on said imports is R$225,524 (R$217,279 as of December 31, 2012) adjusted for inflation, not including late payment charges.

 

25.             Shareholders’ Equity

 

a) Issued Capital

As of June 30, 2013 and December 31, 2011, the Company’s capital is represented by 278,861,326 shares, of which 143,858,204 are common shares and 135,003,122 are preferred shares (278,861,326 shares, of which 143,858,204 are common shares and 135,003,122 are preferred shares as of December 31, 2012). The Fundo de Investimento em Participações Volluto is the Company’s controlling fund, which is equally controlled by Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

Shares are held as follows:

 

53

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

 

06/30/2013

 

12/31/2012

 

Common

 

Preferred

 

Total

 

Common

 

Preferred

 

Total

Fundo Volluto

100.00%

 

22.62%

 

62.54%

 

100.00%

 

22.99%

 

62.74%

Wellington Management Company

-

 

10.49%

 

5.08%

 

-

 

10.50%

 

5.08%

Delta Airlines, Inc.

-

 

6.15%

 

2.98%

 

-

 

6.15%

 

2.98%

Bank of America Corporation

-

 

5.49%

 

2.66%

 

 

 

 

 

 

Fidelity Investments

-

 

5.21%

 

2.52%

 

-

 

5.22%

 

2.52%

Treasury Shares

-

 

1.59%

 

0.77%

 

-

 

1.78%

 

0.86%

Other

-

 

1.81%

 

0.88%

 

-

 

1.48%

 

0.72%

Free Float

-

 

46.64%

 

22.57%

 

-

 

51.88%

 

25.10%

 

100.00%

 

100.00%

 

100.00%

 

100.00%

 

100.00%

 

100.00%

 

The authorized share capital as of June 30, 2013 was R$4.0 billion (R$4.0 billion as of December 31, 2012). Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless of any amendment to its bylaws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. The Board of Directors will define the issuance conditions, including pricing and payment terms.

The Company shares as of June 30, 2013 are quoted on the São Paulo Stock Exchange – BOVESPA in the amount of R$7.17 each and US$3.35 each in New York Stock Exchange – NYSE (R$12.90 and US$6.56 on December 31, 2012). The book value per share as of June 30, 2013 is R$3.07 (R$2.79 as of December 31, 2012).

b)  Retained Earnings

Legal Reserve

It is recognized by allocating 5% of the profit for the year after the absorption of accumulated losses in accordance with Article 193 of Law 11,638/07, limited to 20% of the capital, according to the Brazilian Corporate Law and the Company’s bylaws.

Reinvestment Reserve

The reserve of retained earnings was constituted under Article 196 of Law 6.404/76, and is designated to be used to cover investments included in the capital budget, approved by the Board of Directors.

c)  Dividends

 The Company’s bylaws provide for a mandatory minimum dividend to be paid to common and preferred shareholders, in the aggregate of at least 25% of annual adjusted profit. The Brazilian corporate law, permits the payment of cash dividends only from retained earnings, and certain reserves recognized in the Company’s statutory accounting records.

d)  Treasury Shares

As of June 30, 2013, the Company holds 2,146,725 treasury shares, totaling R$32,116, with a market value of R$15,392 (R$35,164 in shares with market value of R$30,918 as of December 31, 2012).

 

54


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

e)  Share-based Payments

As of June 30, 2013, the balance of share-based payments reserve was R$82,606 (R$79,255 as of December 31, 2012). The Company recorded a share-based payment expense amounting to R$2,702 in the six-month period ended on June 30, 2013, with a corresponding expense in the statement of profit or loss,classified as personnel costs (R$10,653 as of December 31, 2012).

f)  Other Comphensive Income

The fair value measurement of financial instruments designated as cash flow hedges is recognized as “Other Comphensive Income”, net of tax effects, until the expiration of the contracts. The balance as of June 30, 2013 corresponds to a net loss of R$39,286 (loss of R$68,582 as of December 31, 2012).

 

26.             Costs of Services, Administrative and Selling Expenses

 

 

Individual (BRGAAP)

 

Three-month Period Ended on

 

Six-month Period Ended on

 

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

 

Total

%

 

Total

%

 

Total

%

 

Total

%

Salaries (a)

(1,653)

(7.0)

 

(4,465)

69.3

 

(3,780)

(6.7)

 

(8,601)

222.5

Services Rendered

(967)

(4.1)

 

(1,000)

15.5

 

(1,224)

(2.2)

 

(1,000)

25.9

Depreciation and Amortization

-

-

 

(22)

0.3

 

-

-

 

(44)

1.1

Other Expenses

(2,521)

(10.6)

 

(960)

14.9

 

(4,992)

(8.8)

 

(965)

24.9

Other operating Revenues (b)

28,916

121.6

 

-

0.0

 

66,708

117.6

 

6,743

(174.4)

 

23,775

100.0

 

(6,447)

100.0

 

56,712

100.0

 

(3,867)

100.0

 

 

Consolidated (IFRS)

 

Three-month Period Ended on

 

06/30/2013

 

06/30/2012

Cost of Services

Selling Expenses

Adminis-trative Expenses

Other Operating Income

Total

%

 

Cost of Services

Selling Expenses

Adminis-trative Expenses

Other Operating Income

Total

%

Salaries

(251,836)

(25,149)

(58,184)

-

(335,169)

17.2

 

(337,617)

(22,080)

(39,579)

-

(399,276)

18.3

Fuel and Lubricants

(817,530)

-

-

-

(817,530)

41.9

 

(920,207)

-

-

-

(920,207)

42.1

Aircraft Rent

(153,983)

-

-

-

(153,983)

7.9

 

(160,184)

-

-

-

(160,184)

7.3

Aircraft Insurance

(5,116)

-

-

-

(5,116)

0.3

 

(7,007)

-

-

-

(7,007)

0.3

Maintenance Materials and Repairs

(81,559)

-

-

-

(81,559)

4.2

 

(105,799)

-

-

-

(105,799)

4.8

Traffic Services

(86,296)

(11,026)

(44,337)

-

(141,659)

7.3

 

(71,561)

(14,879)

(44,481)

-

(130,921)

6.0

Sales and Marketing

-

(109,297)

-

-

(109,297)

5.6

 

-

(95,152)

-

-

(95,152)

4.4

Tax and Landing Fees

(134,797)

-

-

-

(134,797)

6.9

 

(134,912)

-

-

-

(134,912)

6.2

Depreciation and Amortization

(116,140)

-

(87)

-

(116,227)

6.0

 

(114,003)

-

(18,057)

-

(132,060)

6.0

Other Income (Expenses), net

(72,590)

949

(5,532)

22,607

(54,566)

2.8

 

(69,951)

(26,690)

(3,144)

-

(99,785)

4.6

 

(1,719,847)

(144,523)

(108,140)

22,607

(1,949,903)

100

 

(1,921,241)

(158,801)

(105,261)

-

(2,185,303)

100.0

 

Consolidated (IFRS)

 

Six-month Period Ended on

 

06/30/2013

 

06./30/2012

Cost of Services

Selling Expenses

Adminis-trative Expenses

Other Operating Income (b)

Total

%

 

Cost of Services

Selling Expenses

Adminis-trative Expenses

Other Operating Income

Total

%

Salaries

(486,956)

(41,214)

(93,898)

-

(622,068)

15.8

 

(683,414)

(43,879)

(79,312)

-

(806,605)

18.6

Fuel and Lubricants

(1,724,905)

-

-

-

(1,724,905)

43.9

 

(1,871,773)

-

-

-

(1,871,773)

43.1

Aircraft Rent

(308,424)

-

-

-

(308,424)

7.8

 

(301,866)

-

-

-

(301,866)

6.9

Aircraft Insurance

(10,240)

-

-

-

(10,240)

0.3

 

(14,954)

-

-

-

(14,954)

0.3

Maintenance Materials and Repairs

(174,641)

-

-

-

(174,641)

4.4

 

(167,045)

-

-

-

(167,045)

3.8

Traffic Services

(131,866)

(59,684)

(85,668)

-

(277,218)

7.1

 

(144,857)

(27,092)

(82,229)

-

(254,178)

5.8

Sales and Marketing

-

(199,420)

-

-

(199,420)

5.1

 

-

(188,061)

-

-

(188,061)

4.3

Tax and Landing Fees

(268,641)

-

-

-

(268,641)

6.8

 

(277,094)

-

-

-

(277,094)

6.4

Depreciation and Amortization

(210,277)

-

(16,875)

-

(227,152)

5.8

 

(214,419)

-

(36,623)

-

(251,042)

5.8

Other Income (Expenses), net (c)

(160,519)

(6,466)

(18,412)

66,702

(118,695)

3.0

 

(166,694)

(40,307)

(11,233)

6,743

(211,491)

5.0

 

(3,476,469)

(306,784)

(214,853)

66,702

(3,931,404)

100

 

(3,842,116)

(299,339)

(209,397)

6,743

(4,344,109)

100.0

                           

 

 

55

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

(a)      The Company recognizes the cost of the Audit Committee and Board of Directors, as well as the plan of share-based compensation in the holding Company.

(b)     Related to gains from sale-leaseback transactions. During the six-month period ended on June 30, 2013, no new transactions occurred.

(c)      Includes the net effect from the Webjet’s aircraft sale in the amount of R$1,502.

 

27.             Sales Revenue

 

The net sales revenue has the following composition:

 

Consolidated

(IFRS)

 

Three-month

Period Ended on

 

Six-month

Period Ended on

 

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Passenger Transportation

1,782,365

 

1,658,499

 

3,752,998

 

3,649,721

Cargo Transportation and Other

245,357

 

268,439

 

481,560

 

546,654

Gross Revenue

2,027,722

 

1,926,938

 

4,234,558

 

4,196,375

Related Taxes

(112,897)

 

(96,280) (96,280)

 

(237,057)

 

(199,649)

Net Revenue

1,914,825

 

1,830,658

 

3,997,501

 

3,996,726

 

The revenues are net of federal, state and municipal taxes, which are paid and transferred to the appropriate government entities.

On January 1, 2013, the Federal Government through the “MP 540/12”, converted on law n. 12.546/11 determined that the contribution to the INSS that was based on payroll disbursements should be calculated considering the rate of 1% over the billing and, among the activities discharged, fall within this requirement the passenger revenue. For being a contribution that is now calculated over the billing, the Company has changed the INSS presentation to as a reduction of the gross revenue. This reclassification was performed prospectively from the date in which the ”MP540/12” became effective.

Revenue by geographical segment is as follows:

 

Consolidated (IFRS)

 

Three-month

Period Ended on

 

Six-month

Period Ended on

 

06/30/2013

%

 

06/30/2012

%

 

06/30/2013

%

 

06/30/2012

%

Domestic

1,768,321

92.3

 

1,718,739

93,9%

 

3,645,826

91.2

 

3,726,406

93,2%

International

146,504

7.7

 

111,919

6,1%

 

351,675

8.8

 

270,320

6,8%

Net Revenue

1,914,825

100.0

 

1,830,658

100%

 

3,997,501

100.0

 

3,996,726

100%

 

 

56


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

28.                Financial Result

 

 

Individual (BRGAAP)

 

Three-month

Period Ended on

 

Six-month

Period Ended on

Financial Income

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Income from Short-term Investments and Investment Funds

668

 

5,837

 

2,676

 

12,727

Monetary Variation

520

 

780

 

977

 

1,474

Other

3,825

 

13,035

 

7,595

 

16,969

 

5,013

 

19,652

 

11,248

 

31,170

Financial expenses

 

 

0

 

0

 

0

Losses from Derivative Instruments

(7,677)

 

-

 

(7,677)

 

-

Interest on Short and Long-term Debt

(38,721)

 

(33,029)

 

(74,350)

 

(62,588)

Bank Interest and Expenses

(120)

 

(12,397)

 

(585)

 

(13,065)

Other

(558)

 

(380)

 

(941)

 

(1,800)

 

(47,076)

 

(45,806)

 

(83,553)

 

(77,453)

 

 

 

0

 

0

 

0

Foreign Exchange Changes, net

(124,683)

 

(126,636)

 

(93,654)

 

(99,443)

 

 

 

 

 

 

 

 

Total

(166,746)

 

(152,790)

 

(165,959)

 

(145,726)

 

 

Consolidated (BRGAAP and IFRS)

 

Three-month

Period Ended on

 

Six-month

Period Ended on

Financial Income

06/30/2013

 

06/30/2012

 

06/30/2013

 

06/30/2012

Income from Derivatives

105,213

 

68,980

 

149,900

 

128,988

Income from Short-term Investments and Investment Funds

32,073

 

28,420

 

56,870

 

60,161

Monetary Variation

3,509

 

3,280

 

6,020

 

7,658

Other

272

 

7,470

 

3,407

 

15,175

 

141,067

 

108,150

 

216,197

 

211,982

Financial Expenses

 

 

 

 

 

 

 

Loss from Derivatives

(65,821)

 

(86,814)

 

(136,576)

 

(127,277)

Interest on Short and Long-term Debt

(129,963)

 

(109,468)

 

(250,793)

 

(222,323)

Bank Interest and Expenses

(3,767)

 

(15,175)

 

(30,305)

 

(36,888)

Monetary Variation

(909)

 

(1,859)

 

(1,760)

 

(6,497)

Other

(13.629)

 

(12,322)

 

(18.150)

 

(32,394)

 

(214.089)

 

(225,638)

 

(437.584)

 

(425,379)

 

 

 

 

 

 

 

 

Foreign Exchange Changes, net

(333.685)

 

(332,836)

 

(274.531)

 

(260,139)

 

 

 

 

 

 

 

 

Total

(424,979)

 

(450,324)

 

(531,907)

 

(473,536)

 

 

29.                Information by Segment

 

57


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Operating segments are defined as business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the relevant decision makers to allocate resources  and evaluate the segments´ performance.

As a result of Smiles Program operations as an independent entity, which only started on January 1, 2013, the structure of presentation of segment information has been broken down into two operating segments. The information of these segments presented to decision makers in order to allocate the resources and evaluate the segment performance emphasizes the two types of services as below:

 

This note has not been presented with comparative figures for June 30, 2012 because the business model used by the Smiles Program until December 31, 2012 was an extension of the Flight transportation segment, for example, the costs of services provided were embedded and diluted in the operating costs of the Flight transportation segment. With the separation of the operations from January 1, 2013, operating agreements for sale tickets and purchase of miles were signed between the segments and these transactions represent a significant portion of revenues and costs of the "Smiles Loyalty Program". Therefore, any comparisons with prior period information would be inappropriate because the comparative figures would not reflect the current business model. The information below presents the summarized financial position related to reportable segments for the period ended on June 30, 2013. The amounts provided to the decision makers related to the income and the total assets are consistent with the balances recorded in the financial statements and the accounting policies applied.

 

Assets and liabilities from operational segment:

 

06/30/2013

 

Fligh

Transportation

 

Smiles Loyalty

Program

 

Combined Information

 

Eliminations and Adjustments to Align Accounting

Policies

 

Total Consolidated

Assets

 

 

 

             

Current

3,077,202

 

719,298

 

3,796,500

 

(491,498)

 

3,305,002

Noncurrent

7,030,865

 

1,078,092

 

8,108,957

 

(1,065,717)

 

7,043,240

Total Assets

10,108,067

 

1,797,390

 

11,905,457

 

(1,557,215)

 

10,348,242

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Current

3,065,562

 

424,096

 

3,489,658

 

(471,458)

 

3,018,151

Noncurrent

6,847,155

 

198,211

 

7,045,366

 

(1,073,969)

 

5,971,397

Shareholder’s Equity

195,350

 

1,175,083

 

1,370,433

 

(11,788)

 

1,358,694

Total Liabilities and Shareholder’s Equity

10,108,067

 

1,797,390

 

11,905,457

 

(1,557,215)

 

10,348,242

 

Income and expenses from operational segment:

 

06/30/2013

 

Fligh

Transportation

 

Smiles Loyalty

Program

 

CombinedInformation

 

Eliminations and Adjustments to Align Accounting

Policies

 

Total Consolidated

Net Revenue

   

 

 

 

 

 

 

 

Passenger

3,550,182

 

-

 

3,550,182

 

78,486

 

3,628,668

Cargo and Other

415,577

 

-

 

415,577

 

(83,493)

 

332,084

Miles Redeemed Revenue

-

 

229,877

 

229,877

 

(193,128)

 

36,749

 

 

 

 

 

 

 

 

 

 

Costs

(3,467,736)

 

(110,359)

 

(3,578,095)

 

101,626

 

(3,476,469)

Net Income

498,023

 

119,518

 

617,541

 

(96,509)

 

521,032

 

 

 

 

 

 

 

 

 

 

Operating Income (Expenses)

 

 

 

 

 

 

 

 

 

Sales and Marketing

(342,067)

 

(21,490)

 

(363,557)

 

56,773

 

(306,784)

Administrative Expenses

(223,809)

 

(12,902)

 

(236,711)

 

21,858

 

(214,853)

Other Operating Revenue

66,707

 

-

 

66,707

 

(5)

 

66,702

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance Result

 

 

 

 

 

 

 

 

 

Financial Expense

(468,731)

 

(216)

 

(468,947)

 

31,363

 

(437,584)

Financial Income

177,599

 

33,972

 

211,571

 

(31,363)

 

180,208

Exchange Rate Changes, net

(274,531)

 

-

 

(274,531)

 

-

 

(274,531)

 

 

 

 

 

 

 

 

 

 

Income (Loss) Before Income Tax and Social Contribution

(566,809)

 

118,882

 

(447,927)

 

(17,883)

 

(465,810)

 

 

 

 

 

 

 

 

 

 

Deferred Income Tax and Social Contribution

(7,835)

 

(40,743)

 

(48,578)

 

6,144

 

(42,434)

 

 

 

 

 

 

 

 

 

 

Total Income (Loss), net

(574,644)

 

78,139

 

(496,505)

 

(11,739)

 

(508,244)

 

 

 

 

 

 

 

 

 

 

Income from Thid Parties in Subsidiary

-  

 

-

 

-

 

-

 

16,567

Total Income (Loss), net

-

 

-

 

-

 

-

 

(524,811)

 

58

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

On the individual financial statements of the subsidiary Smiles S.A., which represents the segment "Smiles Loyalty Program" and in the information provided to the relevant decision makers, the revenue recognition occurs upon redemption of the miles by the participants. Under the perspective of "Smiles Loyalty Program" segment, this measurement is appropriate given that this is when the revenue recognition cycle is complete. At this point, Smiles has transferred to his suppliers the obligation to provide services or deliver products to its customers.

However, from a consolidated perspective, the revenue recognition cycle related to miles exchanged for flight tickets is only complete when the passengers are effectively transported. Therefore, for purposes of reconciliation with the income/loss, consolidated assets and liabilities, as well as for purposes of equity method of accounting and for consolidation purposes, the Company performed, besides eliminations entries, consolidating adjustments to conform the accounting practices of Smiles´ revenues. In this case, under the perspective of the consolidated financial statements, the miles that were used to redeem airline tickets are only recognized as revenue when passengers are transported, in accordance with accounting practices and policies adopted by the Company.

 

59


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

  (In thousands of Brazilian reais - R$, except when indicated otherwise)

 

30.                  Commitments 

 

As of June 30, 2013 the Company had 146 firm orders with Boeing. These aircraft purchase commitments include estimates for the contractual price increase during the construction phase. The approximate amount of firm orders, not including the contractual discount is R$35,269,346 (corresponding to US$15,918,643 at the reporting date) and are segregated according to the following periods:

 

06/30/2013

 

12/31/2012

2013

1,284,804

 

2,690,803

2014

1,669,650

 

2,740,256

2015

1,658,029

 

2,722,067

2016

1,725,130

 

2,821,653

After 2016

28,931,733

 

21,487,711

 

35,269,346

 

32,462,490

 

As of June 30, 2013, in addition to the firm orders mentioned above, the Company has commitments in the amount of R$4,561,245 (corresponding to US$2,058,695 at the reporting date), related to advances for aircraft purchases to be disbursed in accordance with the following schedule:

 

06/30/2013

 

12/31/2012

2013

69,876

 

283,693

2014

224,734

 

389,047

2015

321,300

 

444,920

2016

140,031

 

146,706

After 2016

3,805,304

 

2,782,181

 

4,561,245

 

4,046,547

 

The installments financed by Long-term debt, collateralized by the aircraft through the U.S. Ex-Im Bank (“Exim”) corresponds approximately to 85% of total cost of the aircraft. Other agents finance the acquisitions with equal or higher percentages, reaching up to the limit of 100%.

The Company makes payments related to the acquisition of aircraft using its own funds, short and long term debt, cash provided by operating activities, short- and medium-term credit facilities, and supplier financing.

The Company leases its entire fleet of aircraft through a combination of operating and financial leases. As of June 30, 2013, the total leased fleet was comprised of 136 aircrafts, Excluding 4 aircraft operating lease and finance lease 5 of Webjet, of which 90 were operating leases and 46 were recorded as finance leases. The Company has 40 financial aircraft with purchase options. During the three-month period ended on June 30, 2013, the Company received 3 aircraft based on operating lease contracts and 1 aircraft based on financial lease contracts. There was 1 aircraft return during the period.

a)        Operating Leases

 

60

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Future payments of non-cancelable operating lease contracts are denominated in U.S. Dollars, and are as follows:

 

06/30/2013

 

12/31/2012

2013

350,487

 

720,708

2014

536,110

 

520,677

2015

399,188

 

358,766

2016

341,899

 

292,357

After 2016

1,574,806

 

1,141,234

Total Minimum Lease Payments

3,202,490

 

3,033,742

       

 

b)    Sale-leaseback Transactions

As of June 30, 2013, the Company recognized R$7,564 and R$4,585, as ‘Other payables’ in current and noncurrent liabilities, respectively (R$7,564 and R$8,367 as of December 31, 2012), related to gains on sale-leaseback transactions performed by its subsidiary GAC Inc in 2006, related to 8 aircraft 737-800 Next Generation. These gains were deferred and are being amortized proportionally to the monthly payments, which 3 of these aircrafts have the contractual term of 144 months and the other 5 aircrafts have lease agreements over the contractual term of 120 months.

On the same date, the Company recorded R$9,373 and R$30,769, as ‘Prepaid expenses’, in current and noncurrent assets, respectively (R$9,373 and R$35,456 as of December 31, 2012), related to losses on sale-leaseback transactions performed by its subsidiary GAC Inc of nine aircraft. During the years 2007, 2008 and 2009, these losses were deferred and are being amortized proportionally to the payments of the operational lease agreements over the contractual term of 120 months.

Additionally, during the three-month period ended on June 30, 2013, the Company recorded a gain of R$66,708 directly in profit and loss. This gain results from 8 aircraft received during the quarter that were subject to sale-leaseback transactions and resulted in operating leases. Given that the calculation of gains and losses on sale-leaseback will not be offset against future lease payments and the sale-leasebacks were all negotiated at fair value, the gains were recognized in profit or loss.

 

31.                Financial Instruments

 

The Company and its subsidiaries have financial asset and financial liability transactions, which consist in part of derivative financial instruments.

The financial derivative instruments are used to hedge against the inherent risks related to the Company operation. The Company and its subsidiaries consider as most relevant risks: fuel price, exchange rate and interest rate. These risks are mitigated by using exchange swap derivatives, futures and options contracts based on oil, U.S. Dollar and interest markets. The contracts may be held by means of exclusive investment funds, as described in the Risk Management Policy of the Company.

 

61


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Management follows a documented guideline when managing its financial instruments, set out in its Risk Management Policy, which is periodically revised by the Risk Committee (CPR), and approved by the Board of Directors. The Committee sets the guidelines and limits, monitors controls, including the mathematical models adopted for a continuous monitoring of exposures and possible financial effects and also prevents the execution of speculative financial instruments transactions.

The gains or losses on these transactions and the application of risk management controls are part of the Committee’s monitoring and have been satisfactory when considering the objectives proposed.

The fair values of financial assets and liabilities of the Company and its subsidiaries are established through information available on the market and according to valuation methodologies.

Most of the derivative financial instruments are engaged with the purpose of hedging against fuel and exchange rates risks based on scenarios with low probability of occurrence, and thus have lower costs compared to other instruments with higher probability of occurrence. Consequently, despite of the high correlation between the hedged item and the derivative financial instruments contracted, a significant portion of the transactions presents ineffective positions for hedge accounting purposes upon settlement, which are presented in the tables below.

The description of the consolidated account balances and the categories of financial instruments included in the balance sheet as of June 30, 2013 and December 31, 2012 is as follows:

 

Measured at Fair Value

Through Profit and Loss

Measured at

Amortized Cost (a)

 

06/30/2013

12/31/2012

06/30/2013

12/31/2012

Assets

 

 

 

 

Cash and Cash Equivalents

1,162,090

775,551

-

-

Short-term Investments (c)

1,403,514

585,028

-

-

Restricted Cash

201,499

224,524

-

-

Derivatives Operation Assets (b)

7,334

10,696

-

-

Accounts Receivable

-

-

353,377

325,665

Deposits (d)

-

-

589,860

500,380

Other Credits

-

-

48,267

74,359

Prepayment of Hedge Premium

-

-

4,207

-

 

 

 

 

 

Liabilities

 

 

 

 

Loans and Financing

-

-

5,594,532

5,191,175

Suppliers

-

-

383,322

480,185

Derivatives Obligation (b)

15,792

56,752

-

-

 

 

 

 

 

 

(a)      The fair value are approximately the book values, according to the short term maturity period of these assets and liabilities, except the amounts related to Perpetual Bonds  and Senior Notes, as disclosed on Note 19;

(b)     The company registered in June 30, 2013 the amount net of R$39,286, net of taxes effects (R$68,582 on December 31, 2012) in equity as equity valuation in return of these assets and liabilities, as explained in Note 25;

(c)      The Company manages its investments as held for trading to pay its operational expenses;

(d)     Excludes the escrow deposits, as mentioned in Note 11.

 

62

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

On June 30, 2013 the Company had no assets available for sale.

Risks

The operating activities expose the Company and its subsidiaries to the following financial risks: market (especially currency risk, interest rate risk, and fuel price risk), credit and liquidity risks.

The Company’s risk management policy aims at mitigating potential adverse effects from transactions that could affect its financial performance.

The Company’s and its subsidiaries’ decisions on the exposure portion to be hedged against financial risk, both for fuel consumption and currency and interest rate exposures, consider the risks and hedge costs.

 

The Company and its subsidiaries do not usually contract hedging instruments for its total exposure, and thus they are subject to the portion of risks resulting from market fluctuations. The portion of exposure to be hedged is determined and reviewed at least quarterly in compliance with the strategies determined in the Risk Policies Committees.

The relevant information on the main risks affecting the Company’s and its subsidiaries’ operation is as follows:

a)  Fuel Price Risk

As of June 30, 2013, fuel expenses accounted for 43.9% of the costs and operating expenses of the Company and its subsidiaries. The aircraft fuel price fluctuates both in the short and in the long term, in line with crude oil and oil byproduct price fluctuations.

To mitigate the risk of fuel price, the company and its subsidiaries engage derivative financial instruments referenced mainly crude oil and, eventually, to their derivatives; are also contracted, directly with the local supplier, future fuel deliveries of aircraft to predetermined prices.

b)  Exchange Rate Risk

The exchange rate risk derives from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. The exposure of the Company’s and its subsidiaries’ assets and liabilities to the foreign currency risk mainly derives from foreign currency-denominated leases and financing.

The Company’s and its subsidiaries’ revenues are mainly denominated in Reais, except for a small portion in U.S. Dollars, Argentinean pesos, Bolivian bolivianos, Chilean peso, Colombian peso, Paraguay Guarani, Uruguayan peso, Venezuela bolivar etc.

To mitigate the risk of exchange rate, the company and its subsidiaries hold derivative financial instruments that are referenced to the U.S. Dollar.

The currency exposure of the company on June 30, 2013 and December 31, 2012 is shown below:

 

63

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 
 

Individual

(BRGAAP)

 

Consolidated

(IFRS)

 

06/30/2013

 

12/31/2012

 

06/30/2013

 

12/31/2012

Assets

             

Cash and Short-term Investments

74,199

181,941

621,712

 

371,360

Deposits

-

-

587,893

 

556,582

Hedge Premium

-

-

4,207

 

-

Prepaid Expenses with Leases

-

-

29,064

 

15,291

Related Parties Transaction

555,968

534,262

-

 

-

Others

-

 

-

 

3,486

 

4,384

Total Assets

630,167

716,203

1,246,362

 

947,617

 

 

 

 

 

 

 

 

Liabilities

 

     

 

   

Foreign Suppliers

-

-

13,832

 

23,876

Short and Long-term Debt

1,639,867

1,511,709

2,088,888

 

1,584,897

Finance Leases Payable

-

-

2,198,083

 

2,052,540

Other Leases Payable

-

-

40,439

 

35,845

Provision for Aircraft Return

-

-

307,314

 

312,411

Related Parties

438,092

493,918

-

 

-

Total Liabilities

2,077,959

2,005,627

4,648,556

 

4,009,569

Exchange Exposure in R$

1,447,792

 

1,289,424

 

3,402,194

 

3,061,952

 

 

     

 

   

Obligations not Recognized in Balance Sheet

 

     

 

   

Future Obligations resulting from Operating Leases

4,561,245

4,046,547

 

4,561,245

 

4,046,547

Future Obligations resulting from Firm Aircraft Orders

35,269,346

32,462,490

 

35,269,346

 

32,462,490

Total

39,830,591

36,509,037

39,830,591

 

36,509,037

 

 

     

 

   

Total Exchange Exposure R$

41,278,383

 

37,798,461

 

43,232,785

 

39,570,989

Total Exchange Exposure US$

18,630,792

 

18,496,922

 

19,512,902

 

19,364,321

Exchange Rate (R$/US$)

2.2156

 

2.0435

 

2.2156

 

2.0435

 

c) Interest Rate Risk

The Company and its subsidiaries are exposed to fluctuations in domestic and foreign interest rates, substantially the CDI and Libor, respectively. The highest exposure is related to lease transactions, indexed to the Libor and local debt.

To mitigate the interest rate risk the Company and its subsidiaries hold swap instruments.

d)  Credit Risk

The credit risk is inherent in the Company’s and its subsidiaries’ operating and financing activities, mainly represented by trade receivables, cash and cash equivalents, including bank deposits.

The trade receivable credit risk consists of amounts falling due of the largest credit card companies, with credit risk better than or equal to those of the Company and its subsidiaries, and receivables from travel agencies, installment sales, and government sales, with a small portion exposed to risks from individuals or other entities.

 

64


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

As defined in the Risk Management Policy, the Company and its subsidiaries are required to evaluate the counterparty risks in financial instruments and diversify the exposure. Financial instruments are performed with counterparties rated at least as investment grade by S&P and Moody’s. The financial instruments are mostly contracted on commodities and futures exchanges (BM&FBOVESPA and NYMEX), which substantially mitigate the credit risk, derivative transactions contracted on the OTC market (OTC) have counterparts with a minimum rating of "investment grade". The Company’s and its subsidiaries’ Risk Management Policy establishes a maximum limit of 20% per counterparty for short-term investments.

e)  Liquidity Risk

Liquidity risk takes on two distinct forms: market and cash flow liquidity risk. The first is related to current market prices and varies in accordance with the types of assets and the markets where they are traded. Cash flow liquidity risk, however, is related to difficulties in meeting the contracted operating obligations at the agreed dates.        

As a way of managing the liquidity risk, the Company and its subsidiaries invest its funds in liquid assets (governmental bonds, CDBs, and investment funds with daily liquidity), and the Cash Management Policy establishes that the Company’s and its subsidiaries’ weighted average debt maturity should be higher than the weighted average maturity of the investment portfolio. As of June 30, 2013, the weighted average maturity of the Company’s and its subsidiaries’ financial assets was 11 days and of financial debt, excluding perpetual bonds, was 4.8 years.

f)  Capital Management

The table below shows the financial leverage rate as of June 30, 2013 and December 31, 2012:

 

Consolidated
(IFRS)

 

06/30/2013

12/31/2012

Shareholder’s Equity

856,826

732,828

Cash and Cash Equivalents

(1,162,090)

(775,551)

Restricted Cash

(201,499)

(224,524)

Short-term Investments

(1,403,514)

(585,028)

Short- and Long-term Debts

5,594,532

5,191,175

Net Debt (a)

2,827,429

3,606,072

Total Capital (b)

3,684,304

4,338,900

Leverage Ratio (a)/(b)

77%

83%

 

The Company and its subsidiaries remain committed to maintaining high liquidity and an amortization profile without pressure in the short-term refinancing.

 

65

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Derivative Financial Instruments

The derivative financial instruments were recognized in the following balance sheet line items:

 

Movement of Assets and Liabilities

Fuel

Foreign Currency

Interest Rate

Derivative Equity Instruments

 

 

 

 

 

 

 

 

 

Asset (Liability) as of December 31, 2012

12,864

-

(54,749)

-

 

 

Fair Value Variations:

 

 

 

 

 

 

Gains (Losses) Recognized on Results

(36,876)

21,373

5,426

(7,677)

 

 

Gains (Losses) Recognized in Other Comprehensive Income

(20,335)

-

37,423

-

 

 

Payments (Cash Receipts) During Exercise

47,936

(8,190)

38,406

-

 

 

Asset (Liability) as of June 30, 2013 (*)

3,589

13,183

26,506

(7,677)

 

 

 

 

 

 

 

 

 

Movement of Other Comprehensive Results

Fuel

Foreign

Currency

Interest Rate

Derivative equity instruments

 

Total

 

 

 

 

 

 

 

Balance as of December 31, 2012

1,389

-

(69,971)

-

 

(68,582)

Fair Value Adjustments During the Period

(20,335)

-

37,423

-

 

17,088

Recycled to Profit or Loss (b)

20,623

-

6,677

-

 

27,300

Tax Effect

(98)

-

(14,994)

-

 

(15,092)

Balance as of June 30, 2013

1,579

-


(40,865)

 

 

(39,286)

 

 

 

 

 

 

 

Effects on Result (a+b)

(16,253)

21,373

12,103

(7.677)

 

9,546

 

 

 

 

 

 

 

Operational Income

(3,777)

-

-

-

 

(3,777)

Financial Income (Expense)

(12,476)

21,373

12,103

(7.677)

 

13,323

 

* Classified as "Rights with derivative operations" if the amount results as an asset or "Obligation with derivative operations " if the amount results as a liability. Includes R$39,852 of assets (liabilities) related to hedges held in an exclusive fund.

 

The Company and its subsidiaries adopt hedge accounting. On June 30, 2013, the derivatives contracted to hedge interest rate risk and fuel price risk were classified as "cash flow hedge", according to the parameters described in the Brazilian accounting standard CPC 38, and 40, technical guidance OCPC03 and International Accounting Standard IAS 39.

Classification of Derivatives Financial Instruments

i. Cash Flow Hedges

The Company and its subsidiaries use cash flow hedges to hedge against future revenue or expense fluctuations resulting from changes in the exchange rates, interest rates or fuel price, and accounts for actual fluctuations of the fair value of derivative financial instruments in shareholders’ equity until the hedged revenue or expense is recognized.

 

66


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The Company and its subsidiaries estimates the effectiveness based on statistical correlation methods and the ratio between gains and losses on the financial instruments used as hedge, and the cost and expense fluctuation of the hedged items.

The instruments are considered as effective when the fluctuation in the value of derivatives offsets between 80 % to 125% the impact of the price fluctuation on the cost or expense of the hedged item.

The balance of the actual fluctuations in the fair values of the derivatives designated as cash flow hedges is transferred from shareholders’ equity to profit or loss for the period in which the hedged costs or expenses impacts profit or loss. Gains or losses on effective cash flow hedges are recorded in balancing accounts of the hedged expenses, by reducing or increasing the operating cost, and the ineffective gains or losses are recognized as financial income or financial expenses for the period.

ii. Derivative Financial Instruments Not Designated as Hedge

The Company and its subsidiaries hold derivative financial instruments that are not formally designated for hedge accounting. This occurs when transactions are in the short term and the control and disclosure complexity make them unfeasible, or when the change in a derivative’s fair value must be recognized in profit or loss for the same period of the effects of the hedged risk.

iii. Derivative Equity Instruments

In April 2013, the Company entered into an investment agreement with General Atlantic Service Company LLC. ("G.A.") that established the grant by the Company of an option to purchase its Smiles shares enabling the secondary acquisition by G.A. (or other person designated by it), of Smiles S.A shares held by the Company. These options are exercisable for a period of 12 months from the date of the settlement of the offer,  May 2, 2013, and the number of shares is equivalent to 20% (twenty percent) of the investment already realized by GA and is based on the same price per share as determined in the Offer, adjusted from the date of the settlement of the Offer to the date of exercise of the option based on the variation of CDI. The Company used the Black & Scholes methodology for the calculation of the fair value of the transaction and recorded, as a result, a loss of R$7,677 shown as a "Loss on Derivative Transactions" on June 30, 2013. The corresponding entry, registered in liabilities as "Derivatives Obligations" will be registered in equity when the exercise of the options by G.A. occurs. Whilst not exercised, any and all rights attributable to the shares related to the options in question are owned by the Company, regardless of the date on which the payment or settlement will occur.

Designation of Hedged Item

a)   Fuel Hedge

Due to the low liquidity of jet fuel derivatives traded in commodities exchanges, the Company and its subsidiaries contracts crude oil derivatives (WTI, Brent) and its byproducts (Heating Oil) to hedge against fluctuations in jet fuel prices. Historically, oil prices are highly correlated with jet fuel prices. 

As of June 30, 2013, the company and its subsidiaries have contracts of options and collar, Brent and WTI, designated as cash flow hedge accounting of fuel.

 

67


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Oil derivative contracts, designated as fuel hedges of the Company and its subsidiaries, are summarized below:

Closing Balance on:

06/30/2013

 

12/31/2012

 

 

 

 

Fair Value at End of the Period (R$)

3,588

 

12,864

 

 

 

 

Volume Hedged for Future Periods (Thousand Barrels)

2,043

 

1,849

 

 

 

 

Volume Engaged for Future Periods (Thousand Barrels)

3,269

 

2,958

 

 

 

 

Gains (Losses) with Hedge Effectiveness Recognized in Shareholders’ Equity, net of Taxes (R$)

1,579

 

1,389

 

 

 

 

       

 

 

 

 

 

Three-month Period Ended on

 

Six-month Period Ended on

Period Ended on:

2013

 

2012

 

2013

 

2012

Hedge Gains Recognized in Operating Costs (R$)

(3,815)

 

(6,932)

 

(3,777)

 

(8,517)

Hedge Gains Recognized in Financial Income (Expenses)(R$)

(17,134)

 

(41,059)

 

(12,475)

 

(49,970)

Total Earnings (R$)

(20,949)

 

(47,991)

 

(16,253)

 

(58,487)

 

 

 

3T13

 

4T13

 

1T14

 

2T14

 

Total 12M

 

3T14 - 1T15

Percentage of Fuel Exposure Hedged

22%

 

19%

 

14%

 

10%

 

16%

 

6%

Notional Amount in Barrels (Thousands)

890

 

786

 

592

 

393

 

2,661

 

608

Future rate Agreed per Barrel (US$) *

107,39

 

105,94

 

105,51

 

104,55

 

106,12

 

103,78

Total in Brazilian Reais **

211,751

 

184,491

 

138,391

 

91,037

 

625,670

 

139,805

 

* Weighted average between call strikes.

** The exchange rate as of 06/30/13 was R$2.2156/US$1.00.

 

b)        Foreign Exchange Hedge

 

As of June 30, 2013, the company and its subsidiaries have derivative contracts for the future of the U.S. Dollar to foreign exchange cash flow protection, not designated as hedge accounting. The losses and gains of the derivatives, for the period ended on June 30, 2013 and December 31, 2012, are presented below:

 

06/30/2013

12/31/2012

 

 

Fair Value at the End of Period (R$)

13,183

-

 

 

Volume Hedged for Future Periods (US$)

299,250

368,250

 

 

 

   

 

 

 

Three-month Period Ended on

Six-month Period Ended on

Period Ended on:

2013

2013

2012

2013

Losses (Gains) Recognized in Financial (Income) Expenses (R$)

49,062

27,421

21,373

58,136

 

 

3T13

 

4T13

 

1T14

 

2T14

 

Total 12M

Percentage of Cash Flow Exposure

37%

 

15%

 

-

 

-

 

13%

Notional Amount (US$)

210,250

 

89,000

 

-

 

-

 

299,250

Future Rate Agreed (R$)

2.1960

 

2.2006

 

-

 

-

 

2.1974

Total in Brazilian Reais

461,707

 

195,851

 

-

 

-

 

657,557

 

 

68


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

Since March, 2012 the Company and its subsidiaries do not have currency swaps (USD x CDI). The table below shows the amounts recognized in financial income (expenses) related to these transactions:

Period ended:

2013

 

2012

Gains (Losses) Recognized in Financial Income (Expenses)

-

 

(4,211)

 

c)        Interest Rate Hedges

 

As of June 30, 2013, the Company and its subsidiaries have swap derivatives designated as cash flow hedge for Libor interest rate. The summary of interest rate derivative designated as Libor cash flow hedges is shown below:

Closing Balance at:

06/30/2013

 

12/31/2012

 

 

 

 

Fair Value at the End of the Period (R$)

26,506

 

(56.752)

 

 

 

 

Nominal Value at the End of the Period (US$)

647,200

 

278,058

 

 

 

 

Hedge Losses Recognized in Shareholders’ Equity, net of Taxes (R$)

(40,865)

 

(69,971)

 

 

 

 

       

 

 

 

 

Period Ended on:

Three-month Period Ended on

 

Six-month Period Ended on

 

2013

 

2012

 

2013

 

2012

Losses Recognized in Financial Expenses (R$)

(2,029)

 

(1,196)

 

(6,677)

 

(2,120)

 

As of June 30, 2013 the Company and its subsidiaries did not hold positions in Libor interest derivative contracts not designated for hedge accounting. The table below shows the amounts recognized in financial income and expenses related to these transactions:

Closing Balance at:

06/30/2013

 

12/31/2012

 

Fair Value at the End of the Period (R$)

-

 

2,003

Nominal Value at the End of the Period (US$)

-

 

82,100

       

 

 

Three-month Period Ended on

 

Six-month Period Ended on

Period Ended on:

2013

 

2012

 

2013

 

2012

Gain (Loss) Recognized in Financial Expense (Income) (R$)

17,168

 

-

 

18,780

 

(123)

 

Sensitivity Analysis of Derivative Financial Instruments

The sensitivity analysis of financial instruments was prepared according to CVM Instruction 475/08, in order to estimate the impact on the fair value of financial instruments operated by the Company, considering three scenarios considered in the risk variable: most likely scenario, the assessment of the Company; deterioration of 25% (possible adverse scenario) in the risk variable, deterioration 50% (remote adverse scenario).

 

 

69


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The estimates presented, since they are based on simple statistics, do not necessarily reflect the amounts to be reported ​​in the next financial statements. The use of different methodologies and /or assumptions may have a material effect on the estimates presented.

The tables below show the sensitivity analysis for market risks and financial instruments considered relevant by management, open position as of June 30, 2013 and based on the scenarios described above.

The probable scenario of the Company is the maintaining of the market rates.

In the tables, positive values ​​are displayed as active exposures (assets greater than liabilities) and negative values ​​are exposed liabilities (liabilities greater than assets).

Consolidated

I) Fuel Risk Fator

As of June 30, 2013, the Company hold derivative contracts for oil WTI, Brent and Heating Oil, totaling 3,269 thousand barrels, maturing from July, 2013 to December 2014. The likely scenario for the Company is the market curve Brent and WTI prices which, on this date and for the first Future, was US$ 102.16 / bbl and US $ 96.56 / bbl, respectively.

Risk

 

Exposed

Values

 

Remote Adverse Scenario
-50%

 

Possible Adverse Scenario
-25%

Drop in the Oil Prices

 

3,588

 

(170,272)

 

(78,750)

 

 

         

 

Brent

 

US$ 51.08/bbl

 

US$ 76.62/bbl

 

WTI

 

US$ 48.28/bbl

 

US$ 72.42/bbl

 

* Source: Bloomberg, the market prices of the 1st. Future as of June 28, 2013.

II) Foreign Exchange Risk Factor        

As of June 30, 2013, the company holds Dollar derivative contracts on a notional value of US$299,250 with salaries in July and August, 2013, and a passive currency exposure net of R$3,401,908 (see note 31b). On this date, the Company adopted the closing exchange rate of R$2.2156/US$ as likely scenario, and obtained an impact resulting from the variation of 25% and 50% over the prevailing rate, as shown below:

Instruments

Exposed Amounts as of

 

-50%

 

-25%

 

+ 25%

 

+50%

 

R$ 1.1078/USD

 

R$ 1.6617/USD

 

R$ 2.7695/USD

 

R$ 3.3234/USD

Liabilities, net

(3,401,909)

 

1,700,955

 

850,477

 

(850,477)

 

(1,700,955)

Derivative

13,183

 

(329,546)

 

(165,207)

 

167,665

 

335,344

 

(3,388,726)

 

1,371,409

 

685,270

 

(682,812)*

 

(1,365,611)*

 

* Negative values ​​correspond to net losses expected in the case of Dollar appreciation.

III) Interest Risk Factor

70

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

As of June 30, 2013, the Company holds assets and liabilities indexed to the CDI-Cetip overnight rate, financial liabilities indexed to the TJLP and Libor interest, loans indexed to the IPCA and derivatives position in LIBOR.

In the sensitivity analysis of non-derivative financial instruments it was considered the impacts on quarterly interest of the exposed values as of June 30, 2013 (see note 19), arising from fluctuations in interest rates according to the scenarios presented below:

Instruments

Risk

Exposed amounts

 

Possible Adverse Scenario

 

Adverse Scenario Remote

 

25%

 

50%

Short-term Financial Investments

Increase in the CDI

444,603

 

(10,579)

 

(21,157)

Derivative

Decrease in the Libor

32,793

 

(156,063)

 

(181,690)

Debt and Finance Lease

Increase in the Libor

(324,483)

 

(631)

 

(1,262)

Short and Long-term Debt

Increase TJLP

(12,703)

 

(277)

 

(555)

Short and Long-term Debt

Increase IPCA

(23,497)

 

(98)

 

(197)

 

Parent Company

I) Foreign Exchange Risk

As of June 30, 2013, the Company has a currency exposure of US$1,484,492 (see note 31b). On this date, the exchange rate adopted was R$2.2156/US$, corresponding to the closing rate of the month by Banco Central do Brasil as a likely scenario, and the impacts analyzed from the variation of 25% and 50% over the current rate are shown below:

Instrument

Risk

 

Exposed

Values

 

Possible Adverse

Scenario

 

Remote Adverse

Scenario

 

 

+ 25%

 

+ 50%

Liabilities, net

Dollar Appreciation

 

(1,484,492)

 

(371,123)

 

(742,246)

 

 

 

 

 

 

 

 

 

 

 

Dollar

 

2.7695

 

3.3234

 

IFRS

Besides the sensitivity analysis based on the abovementioned standards, the Company and its subsidiaries also analyze the impact of the financial instrument quotation fluctuation on the  Company’s and its subsidiaries’ profit or loss and shareholders’ equity considering:

·                Increase and decrease by 10 percentage points in fuel prices, by keeping all the other variables constant;

·                Increase and decrease by 10 percentage points in Dollar exchange rate, by keeping all the other variables constant;

·                Increase and decrease by 10 percentage points in Libor interest rate, by keeping all the other variables constant;

 

 

71


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The sensitivity analysis includes only relevant monetary items that are material for the risks above mentioned. A positive number indicates an increase in income and equity when the risk appreciates by 10%.

The table below shows the sensitivity analysis made by the Company’s management, as of June 30, 2013 and December 31, 2012, based on the scenarios described above:

Fuel:

 

Position as of June 30, 2013

 

Position as of December 31, 2012

Increase/(Decrease) in Fuel Prices (Percentage)

 

Effect on Income Before Tax

(R$ million)

 

Effect on Equity (R$ Million)

 

Effect on Income Before Tax

(R$ Million)

 

Effect on Equity (R$ Million)

10

 

(169)

 

(95)

 

(368)

 

(217)

(10)

 

169

 

101

 

368

 

240

 

 

 

 

 

 

 

 

 

Foreign Exchange - USD:

 

Position as of June 30, 2013

 

Position as of December 31, 2012

Appreciation

(Devaluation) of USD/R$
(Percentage)

 

Effect on Income Before Tax

(R$ Million)

 

Effect on Equity (R$ Million)

 

Effect on Income Before Tax

(R$ Million)

 

Effect on Equity (R$ Million)

10

 

(219)

 

(145)

 

(479)

 

(316)

(10)

 

219

 

145

 

479

 

316

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate - Libor:

 

Position as of June 30, 2013

 

Position as of December 31, 2012

Increase/(Decrease) in Libor (Percentage)

 

Effect on Income Before Tax

(R$ Million)

 

Effect on Equity (R$ Million)

 

Effect on Income Before Tax

(R$ Million)

 

Effect on Equity (R$ Million)

10

 

0

 

24

 

(1)

 

5

(10)

 

0

 

(24)

 

1

 

(5)

 

Measurement of the Fair Value of Financial Instruments

In order to comply with the disclosure requirements for financial instruments measured at fair value, the Company and its subsidiaries must classify its instruments in Levels 1 to 3, based on observable fair value levels:

a)                       Level 1: Fair value measurements are calculated based on quoted prices (without adjustment) in active market or identical liabilities

 

b)                      Level 2: Fair value measurements are calculated based on other variables besides quoted prices included in Level 1, that are observable for the asset or liability directly (such as prices) or indirectly (derived from prices); and

 

c)                       Level 3: Fair value measurements are calculated based on valuation methods that include the asset or liability but that are not based on observable market variables (unobservable inputs).

 

 

72


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

The following table shows a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their related classifications of the valuation method, as of June 30, 2013 and December 31, 2012:

Financial Instrument

 

Book Value

06/30/2013

 

Other Significant Observable Factors (Level 2)

 

Book Value

12/31/2012

 

Other Significant Observable Factors (Level 2)

 

 

 

 

 

 

 

 

 

Cash Equivalents

 

1,162,090

 

1,162,090

 

775,551

 

775,551

Short-term Investments

 

1,403,514

 

1,403,514

 

585,028

 

585,028

Restricted Cash

 

201,499

 

201,499

 

224,524

 

224,524

Liabilities from Derivative Transactions

 

15,792

 

15,792

 

56,752

 

56,752

Rights on Derivative Transactions

 

 

7,334

 

7,334

 

10,696

 

10,696

 

32.         Non-cash Transactions

 

Individual

 

In May 2013 there were capital contributions through public offering of shares of Smiles SA in the amount of R $ 1,095,953, of which, as mentioned in Note No. 15, the Company recorded a gain of R $ 611,042 on the sale of shares.

 

Consolidated

 

On June 30, 2013, the Company increased its property, plant and equipment in the amount of R$137,895, of which R$79,894 represented by the addition of an aircraft under the classification of leases and R$58,001 related to an increase of provision for aircraft return. These transactions do not affect its cash during the quarter.

 

33.       Insurance  

 

As of June 30, 2013, the insurance coverage by nature, considering the aircraft fleet, and related to the maximum reimbursable amounts indicated in U.S. Dollars, is as follows:

Aeronautical Type

In BR Reais

 

In U.S. Dollar

Guarantee – Hull/War

10,294,908

 

4,646,556

Civil Liability per Event/Aircraft (*)

1,661,700

 

750,000

Inventories (Base and Transit) (*)

310,184

 

140,000

 

(*) Values per incident and annual aggregate.

 

Pursuant to Law 10,744, of October 9, 2003, the Brazilian government assumed the commitment to complement any civil liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which VRG may be required to pay, for amounts exceeding the limit of the insurance policies effective beginning September 10, 2001, limited to the amount in Brazilian Reais equivalent to one billion U.S. Dollars.

 

73


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL INFORMATION RELATED TO THE SECOND QUARTER ENDED ON JUNE 30, 2013

The Individual and Consolidated Interim Financial Information as of June 30, 2013 were reviewed by Independent Auditors on the extent described on the Report on Review of Interim Financial Information dated on August 12, 2013.

(In thousands of Brazilian reais - R$, except when indicated otherwise)

 

34.       Subsequent Events

 

 

a)      The Board of Directors of the subsidiary Smiles S.A. approved on August 8, 2013 the granting of 1,058,043 option shares related to the Company’s IPO ("Options"); in conformity with the Company’s long term incentive - stock options plan ("Option Plan") approved by the Extraordinary General Meeting held on February 22, 2013.

 

b)      On August 8, 2013, the Directors of subsidiary of Smiles S.A. approved the payment of interim dividends and interest on equity based on the estimated results for the fiscal year of 2013, ending on December 31, 2013, under the following terms: (i) R$18,826,804.81 on interim dividends to be deducted from the estimated profit for the 2013, based on the Quarterly Information for the six-month period ended on June 30, 2013, and charged the minimum mandatory dividends to be calculated for the year of 2013 at R$0.1540984037 per common share, without withholding income tax at source, under the current legislation, and (ii) R$18,289,000,00 in interest on capital, to be deducted from the accumulated income until August 31, 2013 and attributed to mandatory minimum dividends for the year 2013, corresponding to the gross unit price of R$0.1496964426 per common share.

 

 

74

 

SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: August 13, 2013
 
GOL LINHAS AÉREAS INTELIGENTES S.A.
By:

/S/ Edmar Prado Lopes Neto


 
Name: Edmar Prado Lopes Neto
Title:   Investor Relations Officer
 

 

FORWARD-LOOKING STATEMENTS

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.