golitr2q18_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, 2018
(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):

 

(Free translation into English from original previously issued in Portuguese)

 

 

 

 

 

 

 

Individual and consolidated

Interim Financial Information

for the quarter ended June 30, 2018

 

GOL Linhas Aéreas Inteligentes S.A.

June 30, 2018

with report on the review of interim financial information

 

 

 


 

Gol Linhas Aéreas Inteligentes S.A.

 

Individual and consolidated interim financial information

June 30, 2018

 

 

Contents   
 
 
 
Management report  01 
Comments on business projection trends  07
Report of the Statutory Audit Committee (CAE)  08
Statement of Executive officers on the interim financial information 09
Statement of Executive officers on the independent auditors' review report on the interim financial  
information  10
Report on the review of interim financial information  11
 
 
Statements of financial position  13
Statements of operations 15
Statements of comprehensive income  17
Statements of changes in equity  18
Statements of cash flows  20
Statements of value added  22
Notes to the interim financial information  23

 

 


 

Management report

 

 

We worked hard to achieve our results this second quarter. In 2018, the traditional low season in Brazilian air travel was particularly challenging due to accelerated appreciation of the US Dollar against the Real, and industry-wide supply disruption that affected demand for air travel. Our commitment to continuous improvement in our results has proven that our strategy of offering a differentiated, high quality product while relentlessly focusing on cost efficiency is bearing fruit. We remain focused on offering the best experience in air transportation, providing on-time, exclusive services to our clients on new, modern aircraft that connect our main markets with the most convenient schedules.

 

In May, the GOL team successfully navigated through the industry-wide disruption caused by an extensive national strike of truck drivers. From May 21 to 31, trucks stopped and blocked the roadways, and supplies of fuel were not delivered to distribution points. As a result of the efforts of GOL’s team and its flight network strategy and single fleet type, the Company operated 99.8% of the schedule flights.

 

In June, GOL took delivery of its first 737 MAX 8 aircraft. The MAX 8 will permit the Company to serve Brazil’s large addressable market of passengers traveling between Midwest/Northeast Brazil and the State of Florida. In 4Q18 GOL will begin nonstop flights from Brasilia and Fortaleza to the Miami and Orlando international airports. The Brasilia to Orlando flight will be the world’s longest regular flight ever made with a 737 at approximately 6,079 kilometers. Also in June, GOL announced the launch of its 14th international destination: Quito, Ecuador. Three weekly nonstop flights from the Guarulhos International Airport to the Mariscal Sucre International are planned for December 2018. We will be the only airline to operate nonstop and connection-free flights between Brazil and Ecuador. Our new Boeing 737 MAX 8 aircraft, with next-gen technology, will offer customers all the convenience and comfort of GOL's flights, including in-flight internet and entertainment, eco-leather seats with ample leg room, and free on-board drinks and meals.

 

In July, GOL signed a new agreement to purchase another 15 737-MAX 8 aircraft, increasing the total order to 135 aircraft and converting 30 MAX 8 orders to MAX 10. The 737 MAX 10 will make it possible for GOL to comfortably add until 36 additional seats, up to until 222 passengers. The additional capacity will lead to a greater flexibility and further competitive advantage in cost, given that the MAX 10 will have a lower cost per seat when compared will all other aircraft available in the market with a single hallway. The Company plans to fly the MAX 10 beginning in 2022.

 

GOL continues its leadership as the lowest operating cost airline in the region for the 17th consecutive year. Its simplified, standardized fleet coupled with the Company’s lean and productive operations, provides GOL with a significant and sustainable competitive advantage over its peers. In 2Q18, aircraft utilization was 11.2 block hours per day, and our load factor increased by 0.2 p.p., reaching 78.1%. Our operating efficiency and cost advantage support our competitive position as the #1 airline in Brazil. We continue to reduce our cost of financing and improve our liquidity and leverage profile.

 

1


 
 

 

Operational and Financial Indicators

 

Traffic data – GOL (in millions)

2Q18

2Q17

% Var.

1H18

1H17

% Var.

 RPK GOL – Total

8,337

8,135

2.5%

18,326

17,697

3.6%

  RPK GOL – Domestic

7,611

7,302

4.2%

16,306

15,809

3.1%

  RPK GOL – International

726

833

-12.9%

2,020

1,888

7.0%

 ASK GOL – Total

10,673

10,447

2.2%

23,094

22,466

2.8%

  ASK GOL – Domestic

9,618

9,324

3.2%

20,398

20,014

1.9%

  ASK GOL – International

1,054

1,123

-6.1%

2,695

2,452

9.9%

 GOL Load Factor – Total

78.1%

77.9%

0.2 p.p.

79.4%

78.8%

0.6 p.p.

  GOL Load Factor – Domestic

79.1%

78.3%

0.8 p.p.

79.9%

79.0%

0.9 p.p.

  GOL Load Factor – International

68.8%

74.2%

-5.3 p.p.

75.0%

77.0%

-2.0 p.p.

Operating data

2Q18

2Q17

% Var.

1H18

1H17

% Var.

Average Fare (R$)

284

268

6.0%

311

283

9.8%

Revenue Passengers - Pax on board ('000)

7,559

7,261

4.1%

15,920

15,471

2.9%

Aircraft Utilization (block hours/day)

11.2

11.3

-0.7%

12.0

11.8

2.2%

Departures

58,247

57,883

0.6%

122,696

121,983

0.6%

Total Seats (‘000)

9,912

9,680

2.4%

20,712

20,414

1.5%

Average Stage Length (km)

1,045

1,061

-1.5%

1,097

1,082

1.3%

Fuel Consumption (mm liters)

315

311

1.4%

679

664

2.3%

Full-time Employees (at period end)

15,232

15,360

-0.8%

15,232

15,360

-0.8%

Average Operating Fleet5

108

106

2.4%

109

108

0.3%

On-time Departures

93.6%

96.0%

-2.4 p.p.

93.9%

95.3%

-1.4 p.p.

Flight Completion

98.7%

98.1%

0.6 p.p.

98.3%

98.4%

-0.1 p.p.

Passenger Complaints (per 1000 pax)

2.00

1.35

47.7%

2.09

1.39

50.3%

Lost Baggage (per 1000 pax)

1.84

2.04

-9.9%

1.94

2.11

-7.7%

Financial data

2Q18

2Q17

% Var.

1H18

1H17

% Var.

Net YIELD (R$ cents)

25.74

23.92

7.6%

26.98

24.72

9.1%

Net PRASK (R$ cents)

20.11

18.63

8.0%

21.41

19.47

10.0%

Net RASK (R$ cents)

22.05

20.67

6.7%

23.03

21.15

8.9%

CASK (R$ cents)

21.66

20.46

5.9%

20.66

19.91

3.7%

CASK ex-fuel (R$ cents)

14.23

14.43

-1.4%

13.40

13.84

-3.2%

CASK ex-fuel4 (R$ cents)

15.12

14.43

4.8%

14.16

13.84

2.4%

Breakeven Load Factor

76.7%

77.1%

-0.4 p.p.

71.2%

74.2%

-3.0 p.p.

Average Exchange Rate 1

3.6056

3.2174

12.1%

3.4274

3.2174

6.5%

End of period Exchange Rate 1

3.8558

3.3082

16.6%

3.8558

3.3082

16.6%

WTI (avg. per barrel. US$) 2

67.91

48.15

41.0%

65.46

49.95

31.1%

Price per liter Fuel (R$) 3

2.73

2.08

31.4%

2.62

2.11

23.9%

Gulf Coast Jet Fuel (avg. per liter. US$)2

0.55

0.37

49.2%

0.53

0.30

75.3%

 

1. Source: Brazilian Central Bank; 2. Source: Bloomberg; 3. Fuel expenses excluding hedge results/liters consumed; 4. Excluding results of sale and sale-leaseback transactions; 5. Average operating fleet excluding aircraft in sub-leasing and MRO. *2Q17 and 1H17 results have been restated based on IFRS 15. Certain calculations may not match with the information in the quarterly financials due to rounding.

 

Domestic market – GOL

 

GOL’s domestic supply increased by 3.2% and demand increased by 4.2% in 2Q18. As a result, the Company’s  domestic load factor reached 79.1%, an increase of 0.8 p.p. when compared to 2Q17. GOL transported 7.2 million domestic passengers in the quarter, an increase of 3.9% when compared with the same period in 2017. The Company is the leader in transported passengers in Brazil’s domestic aviation market.

2


 
 

 

International market - GOL

 

GOL’s international supply decreased by 6.1% and international demand decreased 12.9% in 2Q18 compared to 2Q17.  The Company’s international load factor in 2Q18 was 68.8%, decreasing 5.3 p.p. over 2Q17. During the quarter, GOL transported 0.3 million passengers in the international market, a decrease of 16.0% when compared to the second quarter of 2017.

 

3


 
 

 

Volume of Departures and Total seats - GOL

 

The total volume of GOL departures was 58,247, an increase of 0.6% in 2Q18 over 2Q17. The total number of seats available to the market was 9.9 million in the second quarter of 2018, an increase of 2.4% over the same period in 2017.

 

PRASK, Yield and RASK

 

Net PRASK increased by 8.0% in the quarter when compared to 2Q17, reaching 20.11 cents (R$), driven by a growth in net passenger revenue of 10.3% in the quarter. GOL’s Net RASK was 22.05 cents in (R$) 2Q18, an increase of 6.7% over 2Q17. Net yield increased by 7.6 % in 2Q18 over 2Q17, reaching 25.74 cents (R$), driven by a 6.0% increase in GOL’s average fare.

 

Total Fleet

 

Final

2Q18

2Q17

Var.

1Q18

Var.

Boeing 737s

119

120

-1

118

1

800

92

92

0

92

0

700

26

28

-2

26

0

MAX 8

1

0

1

0

1

By rental type

2Q18

2Q17

Var.

1Q18

Var.

Financial Leases

27

31

-4

29

-2

Operating Leases

92

89

3

89

-3

 

At the end of 2Q18, GOL’s total fleet was 119 Boeing 737 aircraft with 117 aircraft in operation, one aircraft subleased for another airline and one MAX 8 aircraft in preparation to start operating. At the end of June 2017, of total of 120 Boeing 737 aircraft, GOL was operating 116 aircraft on routes. The four remaining aircraft were sub-leased to another airline.

 

GOL has 92 aircraft under operating leasing arrangements and 27 aircraft under financial lease structures. 27 aircraft have a purchase option at the end of their lease contracts.

 

The average age of the fleet was 9.6 years at the end of 2Q18. As of June 30, 2018, the Company has 135 firm Boeing 737 MAX orders, comprised of 105 737 MAX 8 orders and 30 737 MAX 10 orders, allowing complete fleet renewal by 2028. GOL expects to end the year with 6 MAX 8 aircraft in the fleet.

 

Fleet plan

2018

2019E

2020E

>2020E

Total

Operating Fleet (End of the year)

120

122

125

 

 

Aircraft Commitments (R$ million)*

-

1,302.7

5,289.8

45,964.8

52,557.3

Pre-Delivery Payments (R$ million)

179.4

628.8

793.4

5,974.2

7,575.8

* Considers aircraft list price.

4


 
 

 

Glossary of industry terms

 

|                       

AIRCRAFT LEASING: an agreement through which a company (the lessor), acquires a resource chosen by its client (the lessee) for subsequent rental to the latter for a determined period.

|                       

AIRCRAFT UTILIZATION: the average number of hours operated per day by the aircraft.

|                       

AVAILABLE SEAT KILOMETERS (ASK): the aircraft seating capacity multiplied by the number of kilometers flown.

|                       

AVAILaBLE FREIGHT TONNE KILOMETER (AFTK):  cargo capacity in tonnes multiplied by number of kilometers flown.

|                       

AVERAGE STAGE LENGTH: the average number of kilometers flown per flight.

|                       

BLOCK HOURS: the time an aircraft is in flight plus taxiing time.

|                       

BREAKEVEN LOAD FACTOR: the passenger load factor that will result in passenger revenues being equal to operating expenses.

|                       

BRENT: oil produced in the North Sea, traded on the London Stock Exchange and used as a reference in the European and Asian derivatives markets.

|                       

CHARTER: a flight operated by an airline outside its normal or regular operations.

|                       

EBITDAR: earnings before interest, taxes, depreciation, amortization and rent. Airlines normally present EBITDAR, since aircraft leasing represents a significant operating expense for their business.

|                       

FREIGHT LOAD FACTOR (FLF): percentage of cargo capacity that is actually utilized (calculated dividing FTK by AFTK)

|                       

FREIGHT TONNE KILOMETERS (FTK):  weight of revenue cargo in tonnes multiplied by number of kilometers flown by such tonnes.

|                       

LESSOR: the party renting a property or other asset to another party, the lessee.

|                       

LOAD FACTOR: the percentage of aircraft seating capacity that is actually utilized (calculated by dividing RPK by ASK).

|                       

LONG-HAUL FLIGHTS: long-distance flights (in GOL's case. flights of more than four hours' duration).

|                       

OPERATING COST PER AVAILABLE SEAT KILOMETER (CASK): operating expenses divided by the total number of available seat kilometers.

|                       

OPERATING COST PER AVAILABLE SEAT KILOMETER EX-FUEL (CASK EX-FUEL): operating cost divided by the total number of available seat kilometers excluding fuel expenses.

|                       

OPERATING REVENUE PER AVAILABLE SEAT KILOMETER (RASK): total operating revenue divided by the total number of available seat kilometers.

|                       

PASSENGER REVENUE PER AVAILABLE SEAT KILOMETER (PRASK): total passenger revenue divided by the total number of available seat kilometers.

|                       

REVENUE PASSENGERS: the total number of passengers on board who have paid more than 25% of the full flight fare.

|                       

REVENUE PASSENGER KILOMETERS (RPK): the sum of the products of the number of paying passengers on a given flight and the length of the flight.

|                       

SALE-LEASEBACK: a financial transaction whereby a resource is sold and then leased back, enabling use of the resource without owning it.

|                       

SLOT: the right of an aircraft to take off or land at a given airport for a determined period of time.

|                       

SUB-LEASE: an arrangement whereby a lessor in a rent agreement leases the item rented to a fourth party.

|                       

TOTAL CASH: the sum of cash, financial investments and short and long-term restricted cash.

|                       

WTI Barrel: West Texas Intermediate – the West Texas region, where US oil exploration is concentrated. Serves as a reference for the US petroleum byproduct markets.

|                       

YIELD PER PASSENGER KILOMETER: the average value paid by a passenger to fly one kilometer.

 

5


 
 

 

Contacts

E-mail: ri@voegol.com.br

Phone: +55 (11) 2128-4700

Website: www.voegol.com.br/ri

 

About GOL Linhas Aéreas Inteligentes S.A. (“GOL”)

GOL serves more than 30 million passengers annually. With Brazil’s largest network, GOL offers customers more than 700 daily flights to 67 destinations in 10 countries in South America and the Caribbean. GOLLOG is a leading cargo transportation and logistics business serving more than 3,400 Brazilian municipalities and, through partners, more than 200 international destinations in 95 countries. SMILES is one of the largest coalition loyalty programs in Latin America, with over 14 million registered participants, allowing clients to accumulate miles and redeem tickets for more than 700 locations worldwide, Headquartered in São Paulo. GOL has a team of more than 15,000 highly skilled aviation professionals and operates a fleet of 120 Boeing 737 aircraft, with a further 135 Boeing 737 MAX on order, delivering Brazil's top on-time performance and an industry leading 17 year safety record. GOL has invested billions of Reais in facilities, products and services and technology to enhance the customer experience in the air and on the ground. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

Disclaimer

This release contains forward-looking statements relating to the prospects of the business. estimates for operating and financial results. and those related to growth prospects of GOL. These are merely projections and. as such. are based exclusively on the expectations of GOL’s management. Such forward-looking statements depend. substantially. on external factors. in addition to the risks disclosed in GOL’s filed disclosure documents and are. therefore. subject to change without prior notice. The Company's non-financial information was not reviewed by the independent auditors.

Non-GAAP Measures

To be consistent with industry practice. GOL discloses so-called non-GAAP financial measures which are not recognized under IFRS or U.S. GAAP. including “Net Debt”. “Adjusted Net Debt”. ”total liquidity”. "EBITDA" and EBITDAR”. The Company’s management believes that disclosure of non-GAAP measures provides useful information to investors. financial analysts and the public in their review of its operating performance and their comparison of its operating performance to the operating performance of other companies in the same industry and other industries. However. these non-GAAP items do not have standardized meanings and may not be directly comparable to similarly-titled items adopted by other companies. Potential investors should not rely on information not recognized under IFRS as a substitute for the GAAP measures of earnings or liquidity in making an investment decision.

6


 

Comments on business projection trends

 

The Company’s outlook is as follows:

 

Financial Outlook

 2018E

 2019E

(Consolidated, IFRS)

Previous

Revised

 

Previous

Revised

Total fleet (average)

117

117

 

122 to 124

122 to 124

Total Operational fleet (average)

*

110

 

*

116

ASKs, System (% change)

1 to 2

1 to 2

 

5 to 10

5 to 10

- Domestic

0 to 2

0 to 2

 

1 to 3

1 to 3

- International

6 to 8

6 to 8

 

30 to 40

30 to 40

Seats, System (% change)

0 to 2

0 to 2

 

3 to 5

3 to 5

Departures, System (% change)

0 to 2

0 to 2

 

2 to 5

2 to 5

Average load factor (%)

79 to 80

79 to 80

 

79 to 81

79 to 81

Ancillary revenues1 (R$ billion)

~ 1.2

~ 1.0

 

~ 1.6

~ 1.3

Total net revenues (R$ billion)

~ 11

~ 11.5

 

~ 12

~ 12.5

Non-fuel CASK (R$ cents)

~ 14

~ 13.5

 

~ 15

~ 14

Fuel liters consumed (mm)

~ 1,380

~ 1,370

 

~ 1,440

~ 1,420

Fuel price (R$/liter)

~ 2.5

~ 2.9

 

~ 2.6

~ 2.9

EBITDA margin (%)

~ 16

~ 16

 

~ 18

~ 17

Operating (EBIT) margin (%)

~ 11

~ 11

 

~ 13

~ 12

Net financial expense2 (R$ mm)

~ 650

~ 800

 

~ 500

~ 500

Pre-tax margin2 (%)

*

~ 4

 

*

~ 8

Effective income tax rate (%)

~ 5

~ 23

 

~ 0

~ 10

Minority interest3 (R$ mm)

*

~ 289

 

*

*

Capital expenditures, net (R$ mm)

~ 700

~ 750

 

~ 600

~ 600

Net Debt4 / EBITDA (x)

~ 2.8x

~ 2.8x

 

~ 2.5x

~ 2.5x

Aircraft rent (R$ mm)

~ 960

~ 1,100

 

~ 1,000

~ 1,000

Fully-diluted shares out. (million)

348.4

348.7

 

348.7

348.7

Earnings per share, fully diluted2 (R$)

*

0.10 to 0.30

 

*

1.50 to 1.90

Earnings per share, fully diluted (R$)

0.90 to 1.10

(1.20) to (1.00)

 

1.70 to 2.30

1.50 to 1.90

Fully-diluted ADS out. (million)

174.2

174.4

 

174.4

174.4

Earnings per ADS, fully diluted2 (US$)

*

0.05 to 0.15

 

*

0.80 to 1.20

Earnings per ADS, fully diluted (US$)

0.50 to 0.65

(0.60) to (0.50)

 

1.00 to 1.50

0.80 to 1.20

(1) Cargo, loyalty, buy-on-board and other ancillary revenues; (2) Excluding currency gains and losses; (3) Average of analyst estimates (Source: Bloomberg); (4) Excluding perpetual bonds; (*) Not provided.

7


 

Report of the Statutory Audit Committee (CAE)

 

 

The GOL LINHAS AÉREAS INTELIGENTES S.A. Statutory Audit Committee, in compliance with its legal and statutory obligations, has reviewed the quarterly information for the six-month period ended June 30, 2018. On the basis of the procedures we have undertaken, and taking into account the independent auditors’ review report issued by Ernst & Young Auditores Independentes S.S. and the information and explanations we have received during the period, we consider that these documents are fit to be submitted to the consideration of the Board of Directors.

 

 

 

 

São Paulo, August 1, 2018.

 

 

 

André Jánszky

Member of the Statutory Audit Committee

 

 

Antônio Kandir

Member of the Statutory Audit Committee

 

 

James Meaney

Member of the Statutory Audit Committee

 

8


 

Declaration of the officers on the interim financial information

 

 

In compliance with CVM Instruction No. 480/09, the Executive officers declare that they have discussed, reviewed and approved the interim financial information for the six-month period ended June 30, 2018.

 

 

 

São Paulo, August 1, 2018.

 

 

 

Paulo S. Kakinoff

President and Chief Executive Officer

 

 

Richard F. Lark Jr.

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

9


 

Declaration of the officers on the review report of independent auditors on the interim financial information

 

 

 

In compliance with CVM Instruction No. 480/09, the Executive officers declare that they have discussed, reviewed and approved the conclusions expressed in the review report of independent auditors on the interim financial information for the six-month period ended June 30, 2018.

 

 

 

São Paulo, August 1, 2018.

 

 

 

Paulo S. Kakinoff

President and Chief Executive Officer

 

 

Richard F. Lark Jr.

Executive Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

10


 

(A free translation from the original in Portuguese into English)

 

Report on the review of interim financial information

 

To

The Shareholders, Board of Directors and Officers

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. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2018, which comprises the statement of financial position as at June 30, 2018 and the related statements of operations and comprehensive income for the three and six-month periods then ended, and the statements of changes in equity and cash flows for the six-month period then ended and explanatory notes.

 

Company management is responsible for the preparation of interim individual financial information in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (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 these information in compliance with the rules issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of Quarterly 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 Engagements (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity 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. The scope of a review is significantly narrower than an audit conducted in accordance with Brazilian and International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might have be identified in an audit. Therefore, we do not express an audit opinion.

 

Conclusion on the individual and consolidated interim financial information

 

Based on our review, nothing came to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 applicable to the preparation of Quarterly Financial Information, consistently with the standards issued by the Brazilian Securities Commission (CVM).

 

 

11


 

 

Emphasis

 

Restatement of corresponding values

 

As mentioned in note 2.3, as a result of the adoption of the new accounting standards, CPC 47 and IFRS 15 – Revenue from contracts with costumers, the corresponding individual and consolidated amounts related to the balance sheet as of December 31, 2017 and the related interim accounting information related to the statements of operations and comprehensive income for the three and six-month periods ended June 30, 2017, and the statements of changes in equity, cash flows and value added for the six-month period ended June 30, 2017 presented for comparison purposes have been adjusted and are being restated as provided for in CPC 23 - Accounting Policies, Change of Estimate and Rectification of Errors and CPC 26 (R1) - Presentation of Financial Statements. Our conclusion contains no modification related to this subject.

 

Other matters

 

Statements of value added

 

We have also reviewed the individual and consolidated statements of value added for the six-month period ended June 30, 2018, prepared under the responsibility of management, the presentation of which in the interim financial information is required by rules issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Financial Information (ITR), and as supplementary information by IFRS, whereby no statement of value added presentation is required. These statements have been subjected to the same review procedures previously described 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, in accordance with the overall accompanying interim individual and consolidated interim financial information.

 

 

 

São Paulo, August 1, 2018.

 

 

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP034519/O-6

           

 

 

Vanessa Martins Bernardi

Accountant CRC-1SP244569/O-3   

 

 

 

 

 

 

 

 

12


 

Statements of financial position

As of June 30, 2018 and December 31, 2017

(In thousands of Brazilian reais - R$)

 

 

   

Parent Company

Consolidated

Assets

Note

06/30/2018

12/31/2017

06/30/2018

12/31/2017

     

 

   

Current assets

         

Cash and cash equivalents

4

23,160

103,727

615,321

1,026,862

Short-term investments

5

697,727

730,900

1,153,465

955,589

Trade receivables

7

-

-

922,953

936,478

Inventories

8

-

-

205,659

178,491

Recoverable taxes

9.1

6,972

19,446

117,337

83,210

Derivatives

28

-

-

45,238

40,647

Other current assets

 

5,638

55,563

126,296

123,721

Total current assets

 

733,497

909,636

3,186,269

3,344,998

 

 

 

 

 

 

Noncurrent assets

 

 

 

 

 

Deposits

10

70,651

64,736

1,360,461

1,163,759

Restricted cash

6

38,862

38,432

328,761

268,047

Recoverable taxes

9.1

18,996

6,163

20,344

7,045

Deferred taxes

9.2

23,081

27,703

235,825

276,514

Related parties

11

1,954,291

1,570,591

-

-

Investments

13

327,551

388,235

1,488

1,333

Property, plant and equipment

15

293,138

323,013

3,365,448

3,195,767

Intangible assets

16

-

-

1,741,507

1,747,285

Total noncurrent assets

 

2,726,570

2,418,873

7,053,834

6,659,750

 

 

 

 

 

 

Total

 

3,460,067

3,328,509

10,240,103

10,004,748

 

 

 

The accompanying notes are an integral part of the interim financial information.

 

13


 

Statements of financial position

As of June 30, 2018 and December 31, 2017

(In thousands of Brazilian reais - R$)

 

 
 

 

Parent Company

Consolidated

Liabilities and equity

Note

06/30/2018

12/31/2017

06/30/2018

12/31/2017

 

 

 

(Restated)

 

(Restated)

           

Current liabilities

         

Short-term debt

17

147,330

95,027

1,534,173

1,162,872

Suppliers

 

4,352

13,473

1,464,837

1,249,124

Suppliers - Forfaiting

18

-

-

420,880

78,416

Salaries

 

501

311

275,801

305,454

Taxes payable

19

8,833

7,856

105,080

134,951

Landing fees

 

-

-

261,698

365,651

Advance ticket sales

20

-

-

1,382,615

1,476,514

Mileage program

 

-

-

806,345

765,114

Advances from customers

 

-

-

58,202

21,718

Provisions

21

-

-

66,349

46,561

Derivatives

28

-

-

16,042

34,457

Operating leases

27

-

-

150,558

28,387

Other current liabilities

 

14,503

2,357

39,448

100,401

Total current liabilities

 

175,519

119,024

6,582,028

5,769,620

 

 

 

 

 

 

Noncurrent liabilities

 

 

 

 

 

Long-term debt

17

4,513,309

3,939,948

6,497,479

5,942,795

Suppliers

 

-

-

187,389

222,026

Provisions

21

-

-

671,294

562,628

Mileage program

 

-

-

203,777

188,204

Deferred taxes

9.2

-

-

171,929

188,005

Taxes payable

19

11,351

14,678

57,468

66,196

Related companies

11

162,635

135,010

-

-

Provision for loss on investment

13

3,232,916

2,610,078

-

-

Operating leases

27

-

-

114,947

110,723

Other noncurrent liabilities

 

24,046

10,305

45,058

43,072

Total noncurrent liabilities

 

7,944,257

6,710,019

7,949,341

7,323,649

 

 

 

 

 

 

Equity

22

 

 

 

 

Capital stock

 

3,090,100

3,082,802

3,090,100

3,082,802

Shares to be issued

 

2,472

-

2,472

-

Share issuance costs

 

(42,290)

(42,290)

(155,618)

(155,618)

Treasury shares

 

(126)

(4,168)

(126)

(4,168)

Capital reserves

 

88,476

88,762

88,476

88,762

Equity valuation adjustments

 

(63,642)

(79,316)

(63,642)

(79,316)

Share-based payments reserve

 

108,330

119,308

108,330

119,308

Gains on change in investment

 

759,984

760,545

759,984

760,545

Accumulated losses

 

(8,603,013)

(7,426,177)

(8,489,685)

(7,312,849)

Deficit attributable to equity holders of the parent

 

(4,659,709)

(3,500,534)

(4,659,709)

(3,500,534)

 

 

 

 

 

 

Non-controlling interests

from Smiles

 

-

-

368,443

412,013

 

 

 

 

 

 

Total deficit

 

(4,659,709)

(3,500,534)

(4,291,266)

(3,088,521)

 

 

 

 

 

 

Total liabilities and deficit

 

3,460,067

3,328,509

10,240,103

10,004,748

 

The accompanying notes are an integral part of the interim financial information.

14


 

 

Statements of Operations

Periods ended June 30, 2018 and 2017

(In thousands of Brazilian reais - R$, except basic and diluted earnings
(loss) per share)

 

 

 

 

Parent Company

 

 

Three-month period ended

Six-month period ended

 

Note

06/30/2018

06/30/2017

06/30/2018

06/30/2017

 

 

 

(Restated)

 

(Restated)

Operating income (expenses)

 

 

 

 

 

Administrative expenses

 

(843)

(6,826)

(3,873)

(9,304)

Other operating (expenses) income, net

 

82,643

(2,722)

138,322

(5,405)

Total operating (expenses) income

23

81,800

(9,548)

134,449

 (14,709)

 

 

 

 

 

 

Equity results

13

(941,949)

(352,187)

(727,526)

(178,737)

 

 

 

 

 

 

Loss before financial

result, net and income taxes

 

(860,149)

(361,735)

(593,077)

(193,446)

 

 

 

 

 

 

Financial result

25

 

 

 

 

Financial income

 

31,570

 19,578

53,495

 39,854

Financial expenses

 

(92,308)

 (69,381)

(226,704)

 (137,362)

Exchange rate variation, net

 

(396,463)

 (66,016)

(403,271)

 (24,006)

Total financial result

 

(457,201)

 (115,819)

(576,480)

 (121,514)

 

 

 

 

 

 

Loss before

  income taxes

 

(1,317,350)

(477,554)

(1,169,557)

(314,960)

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

Current

 

(4,028)

 (143)

(4,333)

 (143)

Deferred

 

(4,604)

 (37)

(4,621)

 (45)

Total income and social contribution taxes

9

(8,632)

(180)

(8,954)

(188)

 

 

 

 

 

 

Net loss for the period

 

(1,325,982)

(477,734)

(1,178,511)

(315,148)

 

 

 

 

 

 

 

 

 

 

 

 

Basic loss per share

 

 

 

 

 

Per common share

14

(0.109)

(0.039)

(0.097)

(0.026)

Per preferred share

14

(3.807)

(1.377)

(3.386)

(0.909)

 

 

 

 

 

 

Diluted loss per share

 

 

 

 

 

Per common share

14

(0.109)

(0.039)

(0.097)

(0.026)

Per preferred share

14

(3.807)

(1.377)

(3.386)

(0.909)

 

The accompanying notes are an integral part of the interim financial information.

 

15


 

Statements of Operations

Periods ended June 30, 2018 and 2017

(In thousands of Brazilian reais - R$, except basic and diluted earnings
(loss) per share)

 

 

 

Consolidated

 

 

Three-month period ended

Six-month period ended

 

Note

06/30/2018

06/30/2017

06/30/2018

06/30/2017

 

 

 

(Restated)

 

(Restated)

Net revenue

 

 

 

 

 

Passenger

 

2,146,219

1,945,782

4,945,076

4,375,058

Cargo and other

 

207,609

213,577

373,019

376,377

Total net revenue

23

2,353,828

2,159,359

5,318,095

4,751,435

 

 

 

 

 

 

Cost of services provided

24

(1,966,763)

(1,741,157)

(4,088,248)

(3,651,025)

Gross profit

 

387,065

418,202

1,229,847

1,100,410

 

 

 

 

 

 

Operating income (expenses)

24

 

 

 

 

Selling expenses

 

(193,420)

 (203,820)

(367,349)

 (389,545)

Administrative expenses

 

(246,121)

(190,183)

(491,641)

(429,400)

Other operating (expenses) income, net

 

95,108

 (1,988)

176,086

 (3,977)

Total operating (expenses) income

 

(344,433)

(395,991)

(682,904)

(822,922)

 

 

 

 

 

 

Equity results

13

174

5

155

131

 

 

 

 

 

 

Income before 

financial result, net and income taxes

 

42,806

22,216

547,098

277,619

 

 

 

 

 

 

Financial result

25

 

 

 

 

Financial income

 

19,179

 21,818

83,818

 67,536

Financial expenses

 

(234,420)

(217,591)

(495,407)

(504,063)

Exchange rate variation, net

 

(1,046,002)

(229,506)

(1,067,517)

(88,353)

Total financial result

 

(1,261,243)

(425,279)

(1,479,106)

(524,880)

 

 

 

 

 

 

Loss before

  income taxes

 

(1,218,437)

(403,063)

(932,008)

(247,261)

 

 

 

 

 

 

Income and social contribution taxes

 

 

 

 

 

Current

 

(42,191)

 (69,272)

(91,484)

 (154,367)

Deferred

 

(11,325)

 62,824

(27,624)

 227,009

Total income and social contribution taxes

9

(53,516)

(6,448)

(119,108)

72,642

 

 

 

 

 

 

Net loss for the period before

  non-controlling interests

 

(1,271,953)

(409,511)

(1,051,116)

(174,619)

 

 

 

 

 

 

Net income (loss) attributable to:

 

 

 

 

 

Equity holders of the parent

 

(1,325,982)

(477,734)

(1,178,511)

(315,148)

Non-controlling interests from Smiles

 

54,029

 68,223

127,395

 140,529

 

 

 

 

 

 

Basic loss per share

 

 

 

 

 

Per common share

14

(0.109)

(0.039)

(0.097)

(0.026)

Per preferred share

14

(3.807)

(1.377)

(3.386)

(0.909)

 

 

 

 

 

 

Diluted loss per share

 

 

 

 

 

Per common share

14

(0.109)

(0.039)

(0.097)

(0.026)

Per preferred share

14

(3.807)

(1.377)

(3.386)

(0.909)

 

The accompanying notes are an integral part of the interim financial information.

16


 

Statements of comprehensive income

Periods ended June 30, 2018 and 2017

(In thousands of Brazilian reais - R$)

 

 

 

Parent Compay

 

 

Three-month period ended

Six-month period ended

 

Note

06/30/2018

06/30/2017

06/30/2018

06/30/2017

 

 

 

(Restated)

 

(Restated)

 

 

 

 

 

 

Net loss for the period

 

(1,325,982)

(477,734)

(1,178,511)

(315,148)

 

 

 

 

 

 

Cash flow hedges

 

15,014

7,211

15,674

24,289

Other comprehensive income to be reclassified

to profit or loss in subsequent periods

28

15,014

7,211

15,674

24,289

 

 

 

 

 

 

Total comprehensive income for the period

 

(1,310,968)

(470,523)

(1,162,837)

(290,859)

 

 

 

 

 

 

 

 

 

Consolidated

 

 

Three-month period ended

Six-month period ended

 

Note

06/30/2018

06/30/2017

06/30/2018

06/30/2017

 

 

 

(Restated)

 

(Restated)

 

 

 

 

 

 

Net loss for the period

 

(1,271,953)

(409,511)

(1,051,116)

(174,619)

 

 

 

 

 

 

Cash flow hedges

 

15,014

7,211

15,674

24,289

Other comprehensive income to be reclassified

to profit or loss in subsequent periods

28

15,014

7,211

15,674

24,289

 

 

 

 

 

 

Total comprehensive income for the period

 

(1,256,939)

(402,300)

(1,035,442)

(150,330)

 

 

 

 

 

 

Comprehensive income attributable to:

 

 

 

 

 

Equity holders of the parent

 

(1,310,968)

(470,523)

(1,162,837)

(290,859)

Non-controlling interests from Smiles

 

54,029

68,223

127,395

140,529

 

 

 

 

The accompanying notes are an integral part of the interim financial information.

17


 

Statements of changes in equity - Parent Company

Periods ended June 30, 2018 and 2017

(In thousands of Brazilian reais - R$)

 

 

 

 

 

 

 

 

 

Capital reserves

Equity valuation adjustments

 

 

 

 

 

Note

Capital

stock

Advance for future capital increase

Share issuance

costs

Treasury shares

Goodwill on transfer

of shares

Special

goodwill

reserve of subsidiary

Unrealized

hedge

gain

(losses)

Share-

based

payments

Gains on change in investment

Accumulated losses

Total

Balances as of December 31, 2016 (Restated)

2.3

3,080,110

-

 (42,290)

 (13,371)

20,420

70,979

 (147,229)

113,918

     693,251

(7,444,969)

(3,669,181)

Stock options exercised

 

-

1,137

-

-

-

-

-

-

-

-

1,137

Other comprehensive income, net

 

-

-

-

-

-

-

24,289

-

-

-

24,289

Share-based payments

 

-

-

-

-

-

-

-

3,762

-

-

3,762

Gains on change in investment

 

-

-

-

-

-

-

-

-

3,887

-

3,887

Sale of interest in subsidiary

 

-

-

-

-

-

-

-

-

54,446

-

54,446

Treasury shares transferred

 

-

-

-

8,915

(2,545)

-

-

(6,370)

-

-

-

Net loss for the period (Restated)

2.3

-

-

-

-

-

-

-

-

-

(315,148)

(315,148)

Balances as of June 30, 2017 (Restated)

2.3

3,080,110

1,137

(42,290)

(4,456)

17,875

70,979

(122,940)

111,310

751,584

(7,760,117)

(3,896,808)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2017 (Restated)

2.3

3,082,802

-

(42,290)

(4,168)

17,783

70,979

(79,316)

119,308

760,545

(7,426,177)

(3,500,534)

Initial adoption of accounting standard – CPC 48 (IFRS 9) (*)

2.3

-

-

-

-

-

-

-

-

-

1,675

1,675

Other comprehensive income, net

 

-

-

-

-

-

-

15,674

-

-

-

15,674

Stock options

exercised

22.1

7,298

2,472

-

-

-

-

-

-

-

-

9,770

Share-based payments

 

-

-

-

-

-

-

-

8,707

-

-

8,707

Gains on change in investment

13

-

-

-

-

-

-

-

-

(561)

-

(561)

Treasury share buyback

22.3

-

-

-

(15,929)

-

-

-

-

-

-

(15,929)

Treasury shares transferred

22.3

-

-

-

19,971

(286)

-

-

(19,685)

-

-

-

Net loss for the period

 

-

-

-

-

-

-

-

-

-

(1,178,511)

(1,178,511)

Balances as of June 30, 2018

 

3,090,100

2,472

(42,290)

(126)

17,497

70,979

(63,642)

108,330

759,984

(8,603,013)

(4,659,709)

 

(*) On January 1, 2018, the Company adopted the new standard IFRS 9 – “Financial instruments”, resulting in an initial adjustment to estimated losses with doubtful accounts. For further information, see Note 2.3.

 

 

The accompanying notes are an integral part of the interim financial information.

18


 

Statements of changes in equity - Consolidated

Periods ended June 30, 2018 and 2017

(In thousands of Brazilian reais - R$)

 

 

 

 

 

 

 

 

Capital

reserves

Equity valuation adjustments

 

 

 

 

 

 

 

 

Note

 

Capital stock

Advance for future capital increase

Share issuance

costs

Treasury shares

Goodwill on transfer

of shares

Special goodwill reserve of subsidiary

Unrealized hedge gains

(losses)

Share-

based

payments

Gains on change in investment

Accumulated losses

Deficit attributable to equity holders of the parent

Smiles’

non-controlling

interests

Total

Balances as of December 31, 2016 (Restated)

2.3

3,080,110

-

(155,618)

 (13,371)

20,420

70,979

 (147,229)

113,918

693,251

(7,331,641)

(3,669,181)

293,247

(3,375,934)

Stock options exercised

 

-

1,137

-

-

-

-

-

-

-

-

1,137

-

1,137

Other comprehensive income (loss), net

 

 -

-

 -

24,289

24,289

24,289

Capital increase from exercise

of stock option in subsidiary

 

-  

-

 -

-  

1,988

1,988

Share issuance costs

 

-

-

-

-

-

-

-

-

-

-

-

-

-

Share-based payments

 

 -

-

 -

3,762

3,762

111

3,873

Gains on change in investment

 

 -

-

 -

3,887

3,887

-

3,887

Sale of interest in subsidiary

 

-

-

-

-

-

-

-

-

54,446

-

54,446

4,863

59,309

Treasury shares transferred

 

-

-

-

8,915

(2,545)

-

-

(6,370)

-

-

-

-

-

Net loss for the period (Restated)

2.3

 -

-

 -

(315,148)

(315,148)

140,529

(174,619)

Interest on equity distributed by Smiles

 

-

-

-

-

-

-

-

-

-

-

-

(6,947)

(6,947)

Dividends distributed by Smiles

 

-

 -

-  

(185,779)

(185,779)

Balances as of June 30, 2017 (Restated)

 

3,080,110

            1,137

(155,618)

(4,456)

17,875

70,979

(122,940)

111,310

751,584

(7,646,789)

(3,896,808)

248,012

(3,648,796)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of December 31, 2017 (Restated)

2.3

3,082,802

-

(155,618)

(4,168)

17,783

70,979

(79,316)

119,308

760,545

(7,312,849)

(3,500,534)

412,013

(3,088,521)

Initial adoption of accounting standard – CPC 48 (IFRS 9) (*)

2.3

-

-

-

-

-

-

-

-

-

1,675

1,675

39

1,714

Other comprehensive income (loss), net

 

-

-

-

-

-

-

15,674

-

-

-

15,674

-

15,674

Stock options

exercised

22.1

7,298

2,472

-

-

-

-

-

-

-

-

9,770

-

9,770

Capital increase from exercise

of stock option in subsidiary

 

-

-

-

-

-

-

-

-

-

-

-

875

875

Share issuance costs

 

-

-

-

-

-

-

-

-

-

-

-

-

-

Share-based payments

 

-

-

-

-

-

-

-

8,707

-

-

8,707

123

8,830

Gains on change in investment

13

-

-

-

-

-

-

-

-

(561)

-

(561)

561

-

Treasury share buyback

22.3

-

-

-

(15,929)

-

-

-

-

-

-

(15,929)

-

(15,929)

Treasury shares transferred

22.3

-

-

-

19,971

(286)

-

-

(19,685)

-

-

-

-

-

Net loss for the period

 

-

-

-

-

-

-

-

-

-

(1,178,511)

(1,178,511)

127,395

(1,051,116)

Dividends and interest on equity paid by Smiles

 

-

-

-

-

-

-

-

-

-

-

-

(167,624)

(167,624)

Interest on equity distributed by Smiles

 

-

-

-

-

-

-

-

-

-

-

-

(4,939)

(4,939)

Balances as of June 30, 2018

 

3,090,100

2,472

(155,618)

(126)

17,497

70,979

(63,642)

108,330

759,984

(8,489,685)

(4,659,709)

368,443

(4,291,266)

 

(*) On January 1, 2018, the Company adopted the new standard IFRS 9 – “Financial instruments”, resulting in an initial adjustment to estimated losses with doubtful accounts. For further information, see Note 2.3.

 

The accompanying notes are an integral part of the interim financial information.

19


 

Statements of cash flows

Periods ended June 30, 2018 and 2017

(In thousands of Brazilian reais - R$)

 

 

 

Parent Company

Consolidated

 

06/30/2018

06/30/2017

06/30/2018

06/30/2017

 

 

(Restated)

 

(Restated)

Net loss for the period

(1,178,511)

(315,148)

(1,051,116)

(174,619)

Adjustment to reconcile net loss to net cash provided by operating activities

 

 

 

 

Depreciation and amortization

-

-

315,648

225,564

Allowance for doubtful accounts

-

-

(5,002)

3,537

Provision for legal proceedings

-

-

132,018

73,178

Provision for inventory obsolescence

-

-

4,906

613

Deferred taxes

4,621

45

27,624

(227,009)

Equity results

727,526

178,737

(155)

(131)

Share-based payments

8,707

-

8,830

6,484

Exchange and monetary variations, net

303,019

26,178

983,526

107,822

Interest on debt, financial lease and other liabilities

155,333

100,107

339,989

282,371

Unrealized hedge results

-

492

(26,698)

492

Provision for profit sharing

-

-

-

524

Write-off of property, plant and equipment and intangible assets

39,008

-

14,895

23,081

Adjusted net income (loss)

59,703

(9,589)

744,465

321,907