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 2019
(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 registrant’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___
Individual and consolidated
Interim Financial Information
GOL Linhas Aéreas Inteligentes S.A.
June 30, 2019
with report on the review of interim financial information
Gol Linhas Aéreas Inteligentes S.A.
Individual and consolidated interim financial information
June 30, 2019
Contents
Management report | 01 |
Comments on business projection trends | 06 |
Report of the Statutory Audit Committee (CAE) | 07 |
Declaration of the officers on the individual and consolidated interim financial information | 08 |
Declaration of the officers on the review report of independent auditors on the interim financial information | 09 |
Report on the review of interim financial information | 10 |
| |
| |
Statements of financial position | 11 |
Statements of operations | 13 |
Statements of comprehensive income | 15 |
Statements of changes in equity | 16 |
Statements of cash flows | 18 |
Statements of value added | 20 |
Notes to the individual and consolidated interim financial information | 21 |
Management report
Strong customer demand, especially in the corporate segment, combined with our capacity discipline enabled us to deliver exceptional operating results in the second quarter, traditionally the low-season for air travel in Brazil. GOL is the leading company in six of the top ten high-traffic-density airports in Brazil. Our flight network of over 750 daily flights on a single fleet of Boeing 737 aircraft allows us to deliver the highest level of connectivity, integrating the largest markets and most wanted destinations in Brazil.
We transported more than 8 million customers during the quarter, a growth of 9% over the same period last year. We achieved a 38% market share in the Brazilian domestic market, according to ANAC data, and a 39% share of the corporate passenger segment, according to ABRACORP data. Our Net Promoter Score (NPS) reached 43 in the quarter and is indicative of the winning combination of our best-in-market product and our engaged customer service team.
In the second quarter, we continued with our sustainable capacity expansion, growing into new regional markets from São Paulo’s Guarulhos airport, and into Brazil’s top travel markets of Rio, Brasilia, São Paulo and Salvador. Thus far this year, we have announced nine regional destinations using our Boeing 737-700 aircraft, and in the second quarter we announced the addition of non-stop flights from the city of São Paulo to Araçatuba, Dourados and Cabo Frio, located in the states of São Paulo, Mato Grosso do Sul and Rio de Janeiro, respectively.
Continuing our international expansion, this quarter we began operations to Cancún, Mexico, our 14th international destination and where GOL is the only airline with non-stop flights from the Brasilia airport. We announced that the launch of our service to Lima, Peru will take place in December of this year. Our international expansion allows us to offer the best travel experience to corporate and leisure customers throughout the region.
Despite the temporary grounding of the Boeing MAX, our network is performing well, and the financial outlook for the second half of 2019 remains solid. Our aircraft utilization reached 11.7 block hours in the quarter. We have flexibility in the fleet plan, including the possibility of leasing more Boeing 737 NG aircraft. Based on the most recent guidance from Boeing, we are currently assuming regulatory approval of the MAX’s return to service during the fourth quarter of 2019.
The Company’s second quarter 2019 net revenues increased 33.4%, year-over-year, to an all-time quarterly record of R$3.1 billion. Currently, passenger booking and revenue trends remain strong, and the Company expects third quarter 2019 RASK to increase from 11% to 13%, compared to the third quarter of 2018.
GOL is the unit cost leader in South America for the 18th consecutive year. Second quarter 2019 operating expenses increased 29.4%, year-over-year, to R$2.8 billion. Despite cost pressures from the 9.8% increase in the price of jet fuel and the 8.8% depreciation of the Brazilian Real against the U.S. Dollar, GOL recorded positive EBIT for the 12th consecutive quarter. Based on current cost trends, the Company estimates third quarter 2019 CASK to increase approximately 11% a 13%, year-over-year. The Company has hedged approximately 67% of its fuel consumption for the remainder of 2019 at an average WTI price of US$64 and 56% of its fuel consumption for the year 2020 at an average WTI price of US$68.
On July 9, we received an upgrade on GOL’s credit rating from Fitch Ratings, as well as that of the notes issued by us and by our wholly owned subsidiaries. The foreign and local currency Issuer Default Ratings (“IDR”) were been upgraded to B+ (from B), with a stable outlook. GOL’s unsecured 2022 and 2025 notes, and GOL’s perpetual bonds were upgraded at the same level as the Company’s IDR. GOL’s national scale rating was upgraded to A- (bra), from BBB- (bra), with a stable outlook. The upgrade raised GOL to its highest Fitch rating since 2013. The ratings upgrade reflects the GOL management team’s focus on the consistent improvement of margins, strengthening the balance sheet through disciplined liability management, and to be the best positioned airline to benefit from Brazil’s economic growth, Chief Financial Officer, GOL.
Also in July, GOL re-tapped its Exchangeable Senior Notes in the amount of US$80 million, raising US$96 million on gross proceeds and increasing the total amount outstanding to US$425 million. In addition, in line with the balance sheet deleveraging plan, we repaid R$100 million in the quarter, reducing the average U.S. dollar debt rate to 6.22%.
Looking ahead, our long-term financial goals remain unchanged: maintain a strong balance sheet, return to a BB credit rating, and ample liquidity; generate robust operating and free cash flows; and grow earnings, margins and returns. In June we celebrated our 15th anniversary listed on the New York Stock Exchange.
1
Operating and Financial Indicators
Traffic data – GOL(in millions) | 2Q19 | 2Q18 | % Var. | 6M19 | 6M18 | % Var. |
RPK GOL – Total | 9,317 | 8,340 | 11.7% | 19,941 | 18,329 | 8.8% |
RPK GOL – Domestic | 8,075 | 7,614 | 6.1% | 17,165 | 16,308 | 5.3% |
RPK GOL – International | 1,242 | 726 | 71.1% | 2,776 | 2,021 | 37.4% |
ASK GOL – Total | 11,365 | 10,673 | 6.5% | 24,403 | 23,094 | 5.7% |
ASK GOL – Domestic | 9,747 | 9,618 | 1.3% | 20,768 | 20,398 | 1.8% |
ASK GOL – International | 1,618 | 1,054 | 53.4% | 3,635 | 2,695 | 34.9% |
GOL Load Factor – Total | 82.0% | 78.1% | 3.9 p.p | 81.7% | 79.4% | 2.3 p.p |
GOL Load Factor – Domestic | 82.8% | 79.2% | 3.6 p.p | 82.7% | 79.9% | 2.8 p.p |
GOL Load Factor – International | 76.8% | 68.8% | 8.0 p.p | 76.4% | 75.0% | 1.4 p.p |
Operating data | 2Q19 | 2Q18 | % Var. | 6M19 | 6M18 | % Var. |
Revenue Passengers - Pax on board ('000) | 8,187 | 7,517 | 8.9% | 17,136 | 15,832 | 8.2% |
Aircraft Utilization (block hours/day) | 11.7 | 11.2 | 5.0% | 12.3 | 12.0 | 2.1% |
Departures | 58,799 | 58,247 | 0.9% | 122,570 | 122,696 | -0.1% |
Total Seats (‘000) | 10,230 | 9,912 | 3.2% | 21,380 | 20,712 | 3.2% |
Average Stage Length (km) | 1,101 | 1,045 | 5.4% | 1,130 | 1,097 | 3.0% |
Fuel Consumption (mm liters) | 333 | 315 | 5.7% | 707 | 679 | 4.1% |
Full-time Employees (at period end) | 15,328 | 15,232 | 0.6% | 15,328 | 15,232 | 0.6% |
Average Operating Fleet4 | 108 | 108 | 0.0% | 109 | 109 | 0.8% |
On-time Departures | 93.0% | 93.6% | -0.6 p.p | 89.9% | 93.9% | -4.0 p.p |
Flight Completion | 98.4% | 98.7% | -0.3 p.p | 98.3% | 98.3% | 0.0 p.p |
Passenger Complaints (per 1000 pax) | 1.89 | 2.00 | -5.4% | 2.08 | 2.09 | -0.7% |
Lost Baggage (per 1000 pax) | 1.26 | 1.84 | -31.6% | 1.37 | 1.94 | -29.7% |
Financial data | 2Q19 | 2Q18 | % Var. | 6M19 | 6M18 | % Var. |
Net YIELD (R$ cents) | 31.76 | 25.74 | 23.4% | 30.05 | 26.98 | 11.4% |
Net PRASK (R$ cents) | 26.03 | 20.11 | 29.5% | 24.56 | 21.41 | 14.7% |
Net RASK (R$ cents) | 27.63 | 22.05 | 25.3% | 26.03 | 23.03 | 13.0% |
CASK (R$ cents)5 | 24.12 | 21.24 | 13.6% | 22.15 | 20.32 | 9.0% |
CASK ex-fuel (R$ cents)5 | 15.53 | 13.81 | 12.4% | 14.07 | 13.06 | 7.8% |
Breakeven Load Factor5 | 71.6% | 75.3% | -3.7 p.p | 69.6% | 70.0% | -0.4 p.p |
Average Exchange Rate1 | 3.9221 | 3.6056 | 8.8% | 3.8459 | 3.4274 | 12.2% |
End of period Exchange Rate1 | 3.8322 | 3.8558 | -0.6% | 3.8322 | 3.8558 | -0.6% |
WTI (avg. per barrel. US$)2 | 59.91 | 67.91 | -11.8% | 57.45 | 67.91 | -15.4% |
Price per liter Fuel (R$)3 | 2.98 | 2.71 | 9.8% | 2.84 | 2.59 | 9.6% |
Gulf Coast Jet Fuel (avg. per liter. US$)2 | 0.51 | 0.55 | -7.8% | 0.50 | 0.53 | -4.8% |
1. Source: Brazilian Central Bank; 2. Source: Bloomberg; 3. Fuel expenses excluding hedge results and PIS/COFINS credits/liters consumed; 4. Average operating fleet excluding aircraft in sub-leasing and MRO. 5. Excluding non-recurring expenses.*2Q18 results have been restated based on IFRS 16, unaudited. Certain calculations may not match with the information in the quarterly financials due to rounding.
Domestic market – GOL
GOL’s domestic supply increased by 1.3%, and demand increased by 6.1% in comparison to 2Q18. As a result, the Company’s load factor reached 82.8%, an increase of 3.6 p.p. quarter-over-quarter. GOL transported 7.7 million passengers in the quarter, an increase of 6.8% compared with the same period in 2018. The Company is the leader in transporting passengers in the Brazilian market.
2
International market – GOL
GOL’s international supply increased by 53.4%, and international demand grew by 71.1% in 2Q19 compared to 2Q18. The Company’s load factor in 2Q19 was 76.8%, an increase of 8.0 p.p.. During the quarter, the Company transported 0.5 million passengers in the international market, an increase of 53.5% quarter-over-quarter.
Volume of Departures and Total – GOL
The total volume of GOL departures was 58,799, an increase of 0.9% over 2Q18. The total number of seats available to the market was 10.2 million in the second quarter of 2019, increase of 3.2% quarter-over-quarter.
PRASK, Yield and RASK
Net PRASK increased by 29.5% in the quarter when compared to 2Q18, reaching 26.03 cents (R$), driven by a growth in net passenger revenue of 37.9% in the quarter. GOL’s Net RASK was 27.63 cents (R$) in 2Q19, an increase of 25.3% over 2Q18. Net yield increased by 23.4% over 2Q18, reaching 31.76 cents (R$), mainly due to the increase in total unit cost that was responsible for approximately 90% of the variation in unit revenue, in addition to the industry's supply scenario.
Fleet
Total Fleet – End of Period | 2Q19 | 2Q18 | % Var. | 1Q19 | % Var. |
B737s | 127 | 119 | +8 | 122 | +5 |
B737-7 NG | 24 | 26 | -2 | 24 | 0 |
B737-8 NG | 96 | 92 | +4 | 91 | +5 |
B737-8 MAX | 7 | 1 | +6 | 7 | 0 |
At the end of 2Q19, GOL’s total fleet was 127 Boeing 737 aircraft comprised of 120 NGs and 7 MAXs. All of the Company’s MAX aircraft were grounded as of March 11, 2019. While the Company’s contractual delivery schedule with Boeing has not changed, a portion of its scheduled 2019 aircraft deliveries are expected to shift into 2020. At the end of 2Q18, the Company’s total fleet was 119 Boeing 737-NG aircraft, with 117 aircraft in operation, one aircraft sub-leased to another airline and the MAX 8 which was in preparation for entry into service. During the quarter, GOL entered a leasing contract for 5 additional 737-800 NG aircraft. The average age of the Company's fleet was 9.8 years at the end of 2Q19. As of June 30, 2019, the Company had 129 firm orders for the acquisition of Boeing 737 MAX aircraft, which include 99 orders for 737 MAX-8 and 30 orders for 737 MAX-10.
Fleet plan | 2019 | 2020E | 2021E | >2022E | Total |
Operating Fleet (End of the year) | 137 | 143 | | | |
Aircraft Commitments (R$ million)* | - | 1.772,0 | 4.991,5 | 55.777,0 | 62.540,4 |
* Considers aircraft list price.
3
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.
| 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.
| YieldpEr PASSENGER KILOMETER: the average value paid by a passenger to fly one kilometer.
4
About GOL Linhas Aéreas Inteligentes S.A. (“GOL”)
GOL serves more than 33 million passengersannually. With Brazil's largest network,GOL offers customers more than 750 daily flights to 77 destinations in Brazil and in South America, the Caribbean and the United States.GOLLOG’s cargo transportation and logistics business serves more than 3,400 Brazilian municipalities and more than 200 international destinations in 95 countries.SMILESallows over 15 million registered clients to accumulate miles and redeem tickets to more than 700 destinations worldwide on the GOL partner network. Headquartered in São Paulo, GOL has a team of approximately 15,000 highly skilled aviation professionals and operates a fleet of 127 Boeing 737 aircraft, delivering Brazil's top on-time performance and an industry leading 18 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, visitwww.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, as well as the expected impact of the recently issued accounting standard IFRS 16. These are merely estimates and 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.
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”, ”total liquidity” and "EBITDA". 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.
Contacts
E-mail:ri@voegol.com.br
Phone: +55 (11) 2128-4700
Website:www.voegol.com.br/ir
5
Comments on business projection trends
Financial Outlook | 2019E | | 2020E |
(Consolidated, IFRS) | Previous | Revised | | Previous | Revised |
Total fleet (average) | 124 to 127 | 125 to 127 | | 128 to 131 | 131 to 136 |
Total operational fleet (average) | 119 | 119 | | 123 | 127 |
ASKs, System (% change) | 7 to 10 | 9 to 11 | | 7 to 10 | 6 to 8 |
- Domestic | 3 to 4 | 5 to 6 | | 4 to 5 | 5 to 6 |
- International | 35 to 40 | 35 to 40 | | 25 to 35 | 15 to 25 |
Seats, System (% change) | 4 to 5 | 8 to 9 | | 4 to 5 | 5 to 7 |
Departures, System (% change) | 4 to 5 | 6 to 7 | | 4 to 5 | 5 to 7 |
Average load factor (%) | 79 to 81 | 79 to 81 | | 79 to 81 | 80 to 82 |
Ancillary revenues, net1 (R$ bn) | ~1.0 | ~1.2 | | ~1.1 | ~1.3 |
Total net revenues (R$ billion) | ~13.0 | ~13.5 | | ~14.5 | ~15.5 |
Non-fuel CASK (R$ cents) | ~14 | ~14 | | ~14 | ~14 |
Fuel liters consumed (mm) | ~1,450 | ~1,500 | | ~1,500 | ~1,600 |
Fuel price (R$/liter) | ~3.0 | ~2.9 | | ~3.1 | ~3.1 |
EBITDA margin (%) | ~28 | ~28 | | ~29 | ~29 |
EBIT margin (%) | ~18 | ~18 | | ~19 | ~18 |
Net financial expense2 (R$ bn) | ~1.2 | ~1.2 | | ~1.2 | ~1.3 |
Pre-tax margin² (%) | ~10 | ~10 | | ~12 | ~8 |
Effective income tax rate (%) | ~22 | ~20 | | ~22 | ~20 |
Minority interest3 (R$ mm) | ~303 | ~293 | | ~334 | ~320 |
Capex, net (R$ mm) | ~700 | ~700 | | ~650 | ~650 |
Aircraft Aquisition4(R$ mm) | - | - | | - | ~600 |
Net Debt5 / EBITDA (x) | ~2.9x | ~2.8x | | ~2.4x | ~2.4x |
Fully-diluted shares out.6 (mm) | 384 | 391 | | 384 | 391 |
EPS, fully diluted(R$) | 1.20 to 1.60 | 1.10 to 1.50 | | 1.80 to 2.30 | 1.70 a2.20 |
Fully-diluted ADS out. 6 (mm) | 192 | 195.5 | | 192 | 195.5 |
EPADS, fully diluted(US$) | 0.70 to 0.90 | 0.60 to 0.70 | | 1.00 to 1.30 | 0.90 to 1.20 |
| | | | | |
1. Gross revenue of cargo, loyalty, buy-on-board and other ancillary revenues; (2) Excluding currency gains and losses and unrealized Losses on Exchangeable Senior Notes 2024; (3) Source: average of analyst estimates reported on Bloomberg; (4) Gross PDPs (5) Excluding perpetual bonds. (6) Includes stock option exercises that may be issued from the stock option program and related to Exchangeable Senior Notes.
GOL has hedged approximately 67% of its fuel consumption for the second half of 2019, at an average WTI price of US$63.5 and 56% of its fuel consumption for the year of 2020, at an average WTI price of US$68.4.
6
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 individual and consolidated interim financial information for the period ended June 30, 2019. On the basis of the procedures we have undertaken, and taking into account the independent auditors’ review report issued by KPMG Auditores Independentes 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, July 31, 2019.
André Jánszky
Member of the Statutory Audit Committee
Antônio Kandir
Member of the Statutory Audit Committee
James Meaney
Member of the Statutory Audit Committee
7
Declaration of the officers on the individual and consolidated interim financial information
In compliance with CVM Instruction No. 480/09, the Executive officers declare that they have discussed, reviewed and approved the individual and consolidated interim financial information for the period ended June 30, 2019.
São Paulo, July 31, 2019.
Paulo S. Kakinoff
President and Chief Executive Officer
Richard F. Lark Jr.
Executive Vice President and Chief Financial Officer
8
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 conclusion expressed in the review report of independent auditors, KPMG Auditores Independentes, on the individual and consolidated interim financial information for the period ended June 30, 2019.
São Paulo, July 31, 2019.
Paulo S. Kakinoff
President and Chief Executive Officer
Richard F. Lark Jr.
Executive Vice President and Chief Financial Officer
9
Report on the review of interim financial information
To the Shareholders and Management of
Gol Linhas Aéreas Inteligentes S.A.
São Paulo – SP
Introduction
We have reviewed the interim, individual and consolidated balance financial information of Gol Linhas Aéreas Inteligentes S.A. (“Company”) contained in the Quarterly Information – ITR Form as of June 30, 2019, which comprise the individual and consolidated of financial position on June 30, 2019, the individual and consolidated statements of income and other comprehensive income for three- and six-month periods then ended, and changes in shareholders' equity, and cash flows for the six-month period then ended, including explanatory notes.
The Company’s management is responsible for the preparation of the individual and consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Board – IASB, as well as for the presentation of this information in a manner consistent with the standards issued by the Securities Commission, applicable to the preparation of the Quarterly Information - ITR. Our responsibility is to express a conclusion on this quarterly information based on our review.
Scope of the review
We conducted our review in accordance with the Brazilian and International review standards (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 quarterly information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and in the application of analytical procedures and other review procedures. A review is substantially less in scope 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 be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the individual and consolidated 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 issued by IASB and applicable to the preparation of Quarterly Information - ITR, and presented in a manner consistent with the standards issued by the Securities Commission.
Other mathers
Statement of added value
The individual and consolidated interim financial information related to statements of added value (DVA) for the six-month period ended June 30, 2019, prepared under responsibility of Company's Management, and presented as supplementary information for IAS 34 purposes, was submitted to review procedures carried out jointly with the audit of Company’s quarterly information. To form a conclusion, we evaluated whether these statements are reconciled with interim financial information and accounting records, as applicable, and whether their forms and contents are in accordance with criteria defined in Technical Pronouncement CPC 09 – Statement of Added Value. Based on our review, we are not aware of any other event that make us believe that these statements of added value were not prepared, in all material respects, in accordance with individual and consolidated interim financial information taken as a whole.
Corresponding amounts
The corresponding amounts for the individual and consolidated balance financial information as of December 31, 2018 were previously audited by other independent auditors who issued a report dated February 27, 2019 without modification and the related statements of income and comprehensive income for the period. The three- and six-month period ended June 30, 2018 and changes in shareholders' equity and cash flows for the six-month period ended June 30, 2018 were previously reviewed by other independent auditors who issued a report dated August 01, 2018, without modification. The corresponding amounts for the individual and consolidated Statement of Value Added (DVA) for the three- and six-month period ended June 30, 2018, were subject to the same review procedures by those independent auditors and, based on their review, those auditors issued a report reporting that they were not aware of any fact that would lead them to believe that the DVA was not prepared, in all material respects, in a manner consistent with the individual and consolidated interim financial information taken as a whole.
São Paulo, July 31, 2019
KPMG Auditores Independentes
CRC SP014428/O-6
Original report in Portuguese signed by
Márcio Serpejante Peppe
Contador CRC 1SP233.011/O-8
10
| Statements of financial positionAs of June 30, 2019 and December 31, 2018 (In thousands of Brazilian reais - R$) |
| | Parent Company | Consolidated |
Assets | Note | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | | |
Current assets | | | | | |
Cash and cash equivalents | 6 | 902,230 | 282,465 | 996,485 | 826,187 |
Short-term investments | 7 | - | 92,015 | 798,298 | 478,364 |
Restricted cash | 8 | 7,250 | - | 405,411 | 133,391 |
Trade receivables | 9 | - | - | 1,282,289 | 853,328 |
Inventories | 10 | - | - | 191,243 | 180,141 |
Recoverable current taxes | 11.1 | 5,992 | 5,223 | 166,646 | 114,078 |
Recoverable taxes | 11.1 | 58 | 56 | 184,241 | 246,718 |
Derivatives | 33.1 | - | - | 1,964 | - |
Other current assets | 12 | 125,057 | 425,913 | 380,177 | 478,628 |
Total current assets | | 1,040,587 | 805,672 | 4,406,754 | 3,310,835 |
| | | | | |
Noncurrent assets | | | | | |
Deposits | 13 | 110,760 | 108,386 | 1,792,666 | 1,612,295 |
Restricted cash | 8 | 35,017 | 39,784 | 182,380 | 688,741 |
Current taxes | 11.1 | 22,996 | 24,789 | 23,104 | 24,851 |
Recoverable taxes | 11.1 | - | - | 53,267 | 71,022 |
Deferred taxes | 11.2 | 49,874 | 24,209 | 111,926 | 73,822 |
Other noncurrent assets | | - | - | 835 | - |
Related parties | 14.1 | 3,147,998 | 2,294,143 | - | - |
Derivatives | 33.1 | - | - | 4,530 | - |
Investments | 15 | 411,862 | 437,875 | 783 | 1,177 |
Property, plant and equipment | 16 | 226,834 | 202,698 | 5,843,566 | 2,818,057 |
Intangible assets | 17 | - | - | 1,772,591 | 1,777,466 |
Total noncurrent assets | | 4,005,341 | 3,131,884 | 9,785,648 | 7,067,431 |
| | | | | |
Total assets | | 5,045,928 | 3,937,556 | 14,192,402 | 10,378,266 |
The accompanying notes are an integral part of the individual and consolidated interim financial information.
11
| Statements of financial positionAs of June 30, 2019 and December 31, 2018 (In thousands of Brazilian reais - R$) |
| | Parent Company | Consolidated |
Liabilities and equity | Note | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | | |
Current liabilities | | | | | |
Loans and financing | 18 | 133,484 | 123,873 | 1,171,929 | 1,103,206 |
Leases | 19 | - | - | 1,287,299 | 255,917 |
Suppliers | 20 | 34,695 | 10,765 | 1,186,544 | 1,403,815 |
Suppliers - Forfaiting | 21 | - | - | 353,236 | 365,696 |
Salaries | | 129 | 478 | 338,157 | 368,764 |
Current taxes payable | 22 | - | 148 | 13,236 | 6.240 |
Taxes payable | 22 | 8,294 | 8,796 | 84,326 | 105.462 |
Landing fees | | - | - | 688,911 | 556,300 |
Advances from ticket sales | 23 | - | - | 1,964,153 | 1,673,987 |
Mileage program | | - | - | 913,711 | 826,284 |
Advances from customers | | - | - | 17,313 | 169,967 |
Provisions | 24 | - | - | 321,084 | 70,396 |
Derivatives | 33.1 | - | - | 93,995 | 195,444 |
Other current liabilities | | 4,886 | 5,263 | 26,731 | 99,078 |
Total current liabilities | | 181,488 | 149,323 | 8,460,625 | 7,200,556 |
| | | | | |
Noncurrent liabilities | | | | | |
Loans and financing | 18 | 5,788,047 | 4,535,229 | 6,462,994 | 5,340,601 |
Leases | 19 | - | - | 4,686,121 | 656,228 |
Suppliers | 20 | - | - | 54,749 | 120,137 |
Provisions | 24 | - | - | 842,279 | 829,198 |
Mileage program | | - | - | 216,121 | 192,569 |
Deferred taxes | 11.2 | - | - | 280,979 | 227,290 |
Taxes payable | 22 | 4,007 | 7,794 | 4,216 | 54,659 |
Derivatives | 33.1 | 42,753 | - | 142,952 | 214,218 |
Provision for loss on investment | 15 | 6,477,230 | 4,200,243 | - | - |
Other noncurrent liabilities | | 29,468 | 30,379 | 38,878 | 48,161 |
Total noncurrent liabilities | | 12,341,505 | 8,773,645 | 12,729,289 | 7,683,061 |
| | | | | |
Equity (deficit) | | | | | |
Capital stock | 25.1 | 3,061,041 | 3,055,940 | 2,947,713 | 2,942,612 |
Advance for future capital increase | 25.1 | 300 | 2,818 | 300 | 2,818 |
Treasury shares | | (126) | (126) | (126) | (126) |
Capital reserves | | 95,337 | 88,476 | 95,337 | 88,476 |
Equity valuation adjustments | | (343,772) | (500,022) | (343,772) | (500,022) |
Share-based payments reserve | | 123,722 | 117,413 | 123,722 | 117,413 |
Gains on change in interest in investment | | 759,335 | 759,984 | 759,335 | 759,984 |
Accumulated losses | | (11,172,902) | (8,509,895) | (11,059,574) | (8,396,567) |
Deficit attributable to equity holders of the parent | | (7,477,065) | (4,985,412) | (7,477,065) | (4,985,412) |
| | | | | |
Non-controlling interests from Smiles | | - | - | 479,553 | 480,061 |
| | | | | |
Total deficit | | (7,477,065) | (4,985,412) | (6,997,512) | (4,505,351) |
| | | | | |
Total liabilities and deficit | | 5,045,928 | 3,937,556 | 14,192,402 | 10,378,266 |
The accompanying notes are an integral part of the individual and consolidated interim financial information.
12
| Statements of operationsPeriods ended June 30, 2019 and 2018(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 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | | |
Operating income (expenses) | | | | | |
Administrative expenses | 29 | (2,097) | (843) | (6,732) | (3,873) |
Other operating expenses | 29 | (9,835) | (1,539) | - | (3,620) |
Other operating income | 29 | 1,501 | 84,182 | 9,811 | 141,942 |
Total operating (expenses) income | | (10,431) | 81,800 | 3,079 | 134,449 |
| | | | | |
Equity results | 15 | 111,121 | (941,949) | 128,986 | (727,526) |
| | | | | |
Income (loss) before financial results, net and income taxes | | 100,690 | (860,149) | 132,065 | (593,077) |
| | | | | |
Financial results | | | | | |
Financial income | 30 | 34,374 | 31,570 | 68,631 | 53,495 |
Financial expenses | 30 | (378,269) | (92,308) | (484,557) | (226,704) |
Exchange rate variation, net | 30 | 47,690 | (396,463) | 32,661 | (403,271) |
Total financial result | | (296,205) | (457,201) | (383,265) | (576,480) |
| | | | | |
Loss before income taxes | | (195,515) | (1,317,350) | (251,200) | (1,169,557) |
| | | | | |
Income and social contribution taxes | | | | | |
Current | | 518 | (4,028) | (1,395) | (4,333) |
Deferred | | 374 | (4,604) | 25,665 | (4,621) |
Total income and social contribution taxes | 11.2 | 892 | (8,632) | 24,270 | (8,954) |
| | | | | |
Net loss for the period | | (194,623) | (1,325,982) | (226,930) | (1,178,511) |
| | | | | |
| | | | | |
Basic loss per share | | | | | |
Per common share | 26 | (0.016) | (0.109) | (0.019) | (0.097) |
Per preferred share | 26 | (0.556) | (3.807) | (0.648) | (3.386) |
| | | | | |
Diluted loss per share | | | | | |
Per common share | 26 | (0.016) | (0.109) | (0.019) | (0.097) |
Per preferred share | 26 | (0.556) | (3.807) | (0.648) | (3.386) |
13
| Statements of operationsPeriods ended June 30, 2019 and 2018(In thousands of Brazilian reais - R$, except basic and diluted earnings (loss) per share) |
| | Consolidated |
| | Three-month period ended | Six-month period ended |
| Note | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | | |
Net revenue | | | | | |
Passenger | | 2,958,648 | 2,146,219 | 5,992,201 | 4,945,076 |
Cargo and other | | 181,968 | 207,609 | 359,223 | 373,019 |
Total net revenue | 28 | 3,140,616 | 2,353,828 | 6,351,424 | 5,318,095 |
| | | | | |
Cost of services provided | 29 | (2,462,729) | (1,966,763) | (4,764,866) | (4,088,248) |
Gross profit | | 677,887 | 387,065 | 1,586,558 | 1,229,847 |
| | | | | |
Operating income (expenses) | | | | | |
Selling expenses | 29 | (235,915) | (193,420) | (421,920) | (367,349) |
Administrative expenses | 29 | (257,256) | (246,121) | (481,714) | (491,641) |
Other operating expenses | 29 | - | (1,102) | - | (1,919) |
Other operating income | 29 | 134,163 | 96,210 | 142,087 | 178,005 |
Total operating expenses | | (359,008) | (344,433) | (761,547) | (682,904) |
| | | | | |
Equity results | 15 | (1) | 174 | 77 | 155 |
| | | | | |
Income before financial results, net and income taxes | | 318,878 | 42,806 | 825,088 | 547,098 |
| | | | | |
Financial results | | | | | |
Financial income | 30 | 108,297 | 19,179 | 208,902 | 83,818 |
Financial expenses | 30 | (689,029) | (234,420) | (1,075,397) | (495,407) |
Exchange rate variation, net | 30 | 162,628 | (1,046,002) | 47,296 | (1,067,517) |
Total financial results | | (418,104) | (1,261,243) | (819,199) | (1,479,106) |
| | | | | |
Income (loss) before income taxes | | (99,226) | (1,218,437) | 5,889 | (932,008) |
| | | | | |
Income and social contribution taxes | | | | | |
Current | | (35,595) | (42,191) | (75,643) | (91,484) |
Deferred | | 13,997 | (11,325) | (15,864) | (27,624) |
Total income and social contribution taxes | 11.2 | (21,598) | (53,516) | (91,507) | (119,108) |
| | | | | |
Net loss for the period before non-controlling interests | | (120,824) | (1,271,953) | (85,618) | (1,051,116) |
| | | | | |
Net income (loss) attributable to: | | | | | |
Equity holders of the parent | | (194,623) | (1,325,982) | (226,930) | (1,178,511) |
Non-controlling interests from Smiles | | 73,799 | 54,029 | 141,312 | 127,395 |
| | | | | |
Basic loss per share | | | | | |
Per common share | 26 | (0.016) | (0.109) | (0.019) | (0.097) |
Per preferred share | 26 | (0.556) | (3.807) | (0.648) | (3.386) |
| | | | | |
Diluted loss per share | | | | | |
Per common share | 26 | (0.016) | (0.109) | (0.019) | (0.097) |
Per preferred share | 26 | (0.556) | (3.807) | (0.648) | (3.386) |
The accompanying notes are an integral part of the individual and consolidated interim financial information.
14
| Statements of comprehensive incomePeriods ended June 30, 2019 and 2018(In thousands of Brazilian reais - R$) |
| | Parent Company |
| | Three-month period ended | Six-month period ended |
| Note | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | | |
| | | | | |
Net loss for the period | | (194,623) | (1,325,982) | (226,930) | (1,178,511) |
| | | | | |
Other comprehensive income to be reclassified to profit or loss in subsequent periods | 33 | | | | |
Cash flow hedges | | (100,569) | 15,014 | 156,250 | 15,674 |
Total | | (100,569) | 15,014 | 156,250 | 15,674 |
| | | | | |
Total comprehensive loss for the period | | (295,192) | (1,310,968) | (70,680) | (1,162,837) |
| | | | | |
| | Consolidated |
| | Three-month period ended | Six-month period ended |
| Note | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | | |
| | | | | |
Net loss for the period | | (120,824) | (1,271,953) | (85,618) | (1,051,116) |
| | | | | |
Other comprehensive income to be reclassified to profit or loss in subsequent periods | 33 | | | | |
Cash flow hedges | | (100,569) | 15,014 | 156,250 | 15,674 |
Total | | (100,569) | 15,014 | 156,250 | 15,674 |
| | | | | |
Total comprehensive income (loss) for the period | | (221,393) | (1,256,939) | 70,632 | (1,035,442) |
| | | | | |
Comprehensive income (loss) attributable to: | | | | | |
Equity holders of the parent | | (295,192) | (1,310,968) | (70,680) | (1,162,837) |
Non-controlling interests from Smiles | | 73,799 | 54,029 | 141,312 | 127,395 |
The accompanying notes are an integral part of the individual and consolidated interim financial information.
15
| Statements of changes in equity - Parent CompanyPeriods ended June 30, 2019 and 2018 (In thousands of Brazilian reais - R$) |
| | | | | Capital reserves | Equity valuation adjustments | | | | |
| Note | Capital stock | Advance for future capital increase | Treasury shares | Premium on transfer of shares | Special premium reserve of subsidiary | Unrealized hedge gain (losses) | Share- based payments | Gains on change in investment | Accumulated losses | Total |
Balances as of December 31, 2017 (Restated) | | 3,040,512 | - | (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) | | - | - | - | - | - | - | - | - | 1,675 | 1,675 |
Other comprehensive income, net | | - | - | - | - | - | 15,674 | - | - | - | 15,674 |
Stock options exercised | | 7,298 | 2,472 | - | - | - | - | 8,707 | - | - | 18,477 |
Gains on change in investment | | - | - | - | - | - | - | - | (561) | - | (561) |
Treasury share buyback | | - | - | (15,929) | - | - | - | - | - | - | (15,929) |
Treasury shares transferred | | - | - | 19,971 | (286) | - | - | (19,685) | - | - | - |
Net loss for the period | | - | - | - | - | - | - | - | - | (1,178,511) | (1,178,511) |
Balances as of June 30, 2018 | | 3,047,810 | 2,472 | (126) | 17,497 | 70,979 | (63,642) | 108,330 | 759,984 | (8,603,013) | (4,659,709) |
| | | | | | | | | | | |
Balances as of December 31, 2018 | | 3,055,940 | 2,818 | (126) | 17,497 | 70,979 | (500,022) | 117,413 | 759,984 | (8,509,895) | (4,985,412) |
Initial adoption of accounting standard – CPC 06 (IFRS 16) (a) | 4.1.1 | - | - | - | - | - | - | - | - | (2,436,077) | (2,436,077) |
Other comprehensive income, net | | - | - | - | - | - | 156,250 | - | - | - | 156,250 |
Stock options exercised | 25.1 | 5,101 | (2,818) | - | - | - | - | - | - | - | 2,283 |
Advance for future capital increase | 25.1 | - | 300 | - | - | - | - | - | - | - | 300 |
Share-based payments | | - | - | - | - | - | - | 6,309 | - | - | 6,309 |
Gains on change in investment | 15 | - | - | - | - | - | - | - | (649) | - | (649) |
Premium (b) | | - | - | - | - | 6,861 | - | - | - | - | 6,861 |
Net loss for the period | | - | - | - | - | - | - | - | - | (226,930) | (226,930) |
Balances as of June 30, 2019 | | 3,061,041 | 300 | (126) | 17,497 | 77,840 | (343,772) | 123,722 | 759,335 | (11,172,902) | (7,477,065) |
(a) On January 1, 2019, the Company adopted CPC 06 (R2) – “Leases”, resulting in an initial adjustment to accumulated losses. For further information, see Note 4.1.1.
(b) Gol Finance, through Gol Equity Finance, acquired premium issued by the Company in the context of the issue of Exchangeable Senior Notes, as per Note 18.1.1.
The accompanying notes are an integral part of the individual and consolidated interim financial information.
16
| Statements of changes in equity - ConsolidatedPeriods ended June 30, 2019 and 2018 (In thousands of Brazilian reais - R$) |
| | | | | Capital reserves | Equity valuation adjustments | | | | | | |
| Note | Capital stock | Advance for future capital increase | Treasury shares | Premium on transfer of shares | Special premium 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, 2017 (Restated) | | 2,927,184 | - | (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) | | - | - | - | - | - | - | - | - | 1,675 | 1,675 | 39 | 1,714 |
Net loss for the period | | - | - | - | - | - | - | - | - | (1,178,511) | (1,178,511) | 127,395 | (1,051,116) |
Other comprehensive income, net | | - | - | - | - | - | 15,674 | - | - | - | 15,674 | - | 15,674 |
Stock options exercised | | 7,298 | 2,472 | - | - | - | - | 8,707 | - | - | 18,477 | 123 | 18,600 |
Capital increase from exercise of stock options in subsidiary | | - | - | - | - | - | - | - | - | - | - | 875 | 875 |
Treasury share buyback | | - | - | (15,929) | - | - | - | - | - | - | (15,929) | - | (15,929) |
Treasury shares transferred | | - | - | 19,971 | (286) | - | - | (19,685) | - | - | - | - | - |
Effects on change in interest in investment | | - | - | - | - | - | - | - | (561) | - | (561) | 561 | - |
Additional dividends distributed by Smiles | | - | - | - | - | - | - | - | - | - | - | (167,624) | (167,624) |
Interest on equity distributed by Smiles | | - | - | - | - | - | - | - | - | - | - | (4,939) | (4,939) |
Balances as of June 30, 2018 | | 2,934,482 | 2,472 | (126) | 17,497 | 70,979 | (63,642) | 108,330 | 759,984 | (8,489,685) | (4,659,709) | 368,443 | (4,291,266) |
| | | | | | | | | | | | | |
Balances as of December 31, 2018 | | 2,942,612 | 2,818 | (126) | 17,497 | 70,979 | (500,022) | 117,413 | 759,984 | (8,396,567) | (4,985,412) | 480,061 | (4,505,351) |
Initial adoption of accounting standard – CPC 06 (IFRS 16) (a) | 4.1.1 | - | - | - | - | - | - | - | - | (2,436,077) | (2,436,077) | (257) | (2,436,334) |
Net loss for the period | | - | - | - | - | - | - | - | - | (226,930) | (226,930) | 141,312 | (85,618) |
Other comprehensive income, net | | - | - | - | - | - | 156,250 | - | - | - | 156,250 | - | 156,250 |
Stock options exercised | 25.1 | 5,101 | (2,818) | - | - | - | - | - | - | - | 2,283 | 173 | 2,456 |
Advance for future capital increase | 25.1 | - | 300 | - | - | - | - | - | - | - | 300 | - | 300 |
Share-based payments | | - | - | - | - | - | - | 6,309 | - | - | 6,309 | 751 | 7,060 |
Effects on change in interest in investment | 15 | - | - | - | - | - | - | - | (649) | - | (649) | 649 | - |
Premium (b) | | - | - | - | - | 6,861 | - | - | - | - | 6,861 | - | 6,861 |
Interest on shareholders’ equity distributed by Smiles | | - | - | - | - | - | - | - | - | - | - | (143,136) | (143,136) |
Balances as of June 30, 2019 | | 2,947,713 | 300 | (126) | 17,497 | 77,840 | (343,772) | 123,722 | 759,335 | (11,059,574) | (7,477,065) | 479,553 | (6,997,512) |
(a) On January 1, 2019, the Company adopted CPC 06 (R2) – “Leases” (equivalent to IFRS 16), resulting in an initial adjustment to accumulated losses. For further details, see Note 4.1.1.
(b)Gol Finance, through Gol Equity Finance, acquired premium issued by the Company in the context of the issue of Exchangeable Senior Notes, as per Note 18.1.1.
The accompanying notes are an integral part of the individual and consolidated interim financial information.
17
| Statements of cash flowsPeriods ended June 30, 2019 and 2018 (In thousands of Brazilian reais - R$) |
| Parent Company | Consolidated |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | |
Operating activities | | | | |
Net loss for the period | (226,930) | (1,178,511) | (85,618) | (1,051,116) |
Adjustment to reconcile net income to net cash provided by operating activities | | | | |
Depreciation and amortization | - | - | 820,803 | 315,648 |
Reversal of estimated losses from doubtful accounts | - | - | (6,858) | (5,002) |
Provision for legal proceedings | - | - | 92,743 | 132,018 |
Provision for inventory obsolescence | - | - | 31 | 4,906 |
Deferred taxes | (25,665) | 4,621 | 15,864 | 27,624 |
Equity results | (128,986) | 727,526 | (77) | (155) |
Share-based payments | 6,309 | 8,707 | 7,060 | 8,830 |
Exchange and monetary variations, net | (36,684) | 303,019 | (98,517) | 983,526 |
Interest on debt, financial lease and other operations | 154,962 | 155,333 | 513,995 | 297,205 |
Provision for aircraft and engine return | - | - | 244,559 | 42,784 |
Unrealized hedge results | 225,298 | - | 247,026 | (26,698) |
Provision for profit sharing | - | - | 10,270 | - |
Write-off of property, plant and equipment and intangible assets | 3,301 | 39,008 | 34,394 | 14,895 |
Other operating adjustments | - | - | (133,249) | - |
Other provisions | - | - | (50,458) | - |
| (28,395) | 59,703 | 1,611,968 | 744,465 |
| | | | |
Changes in operating assets and liabilities: | | | | |
Trade receivables | - | - | (425,431) | 18,763 |
Short-term investments | 92,015 | 146,842 | 57,628 | 144,984 |
Inventories | - | - | (11,133) | (32,074) |
Deposits | (2,914) | (3,633) | (145,900) | (98,423) |
Suppliers | (331,240) | (9,178) | (284,821) | 102,174 |
Suppliers - Forfaiting | - | - | (12,460) | 325,460 |
Advance ticket sales | - | - | 290,166 | (93,899) |
Mileage program | - | - | 110,979 | 56,804 |
Advances from customers | - | - | (152,654) | 36,484 |
Salaries | (349) | 190 | (40,877) | (29,653) |
Landing fees | - | - | 132,611 | (103,953) |
Taxes obligation | (12,116) | 1,219 | 69,296 | 77,690 |
Derivatives | - | - | (87,435) | 19,365 |
Provisions | - | - | (66,093) | (113,886) |
Operating leases | - | - | - | 126,395 |
Other assets and liabilities, net | 577,739 | 26,073 | 111,657 | (90,497) |
Interest paid | (149,413) | (96,811) | (228,507) | (197,630) |
Income taxes paid | (506) | (1,356) | (133,879) | (116,674) |
Net cash flows from operating activities | 144,821 | 123,049 | 795,115 | 775,895 |
| | | | |
Investing activities | | | | |
Transactions with related parties | (835,828) | (83,222) | - | - |
Short-term investments of Smiles | - | - | (379,384) | (229,191) |
Restricted cash | (2,483) | (430) | 220,331 | (60,714) |
Dividends on shareholders’ equity received | 224,047 | 231,012 | 471 | - |
Interest on Capital shareholders’ equity received | 8,204 | 10,328 | - | - |
Advances for future capital increase | - | (220,000) | - | - |
Advances for property, plant and equipment acquisition, net | (27,438) | (9,133) | (28,532) | (153,097) |
Property, plant and equipment | - | - | (333,158) | (443,634) |
Intangible assets | - | - | (28,287) | (15,542) |
Net cash flows used in investing activities | (633,498) | (71,445) | (548,559) | (902,178) |
18
| Statements of cash flowsPeriods ended June 30, 2019 and 2018 (In thousands of Brazilian reais - R$) |
| Parent Company | Consolidated |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | |
Atividades de financiamento | | | | |
Loans and financing issued, net of costs | 1,346,549 | 486,735 | 1,436,035 | 794,479 |
Debt issuance and exchange offer costs | (60,838) | (8,578) | (63,747) | (14,703) |
Loans and financing payments | - | - | (297,803) | (77,280) |
Early payment of Senior Notes | (50,320) | (621,834) | (50,320) | (621,834) |
Leases payments | - | - | (760,419) | (127,255) |
Capped call | (115,928) | - | (115,928) | - |
Treasury share buyback | - | (15,929) | - | (15,929) |
Dividends and interest on equity paid to non-controlling interests of Smiles | - | - | (209,397) | (214,694) |
Capital increase | 2,283 | 7,298 | 2,283 | 7,298 |
Capital increase from non-controlling interests | - | - | 172 | 875 |
Premuim | 6,861 | - | 6,861 | - |
Advance for future capital increase | 300 | 2,472 | 300 | 2,472 |
Transactions with related parties | - | 18,008 | - | - |
Net cash flows (used in) from financing activities | 1,128,907 | (131,828) | (51,963) | (266,571) |
| | | | |
Foreign exchange variation on cash held in foreign currencies | (20,465) | (343) | (24,295) | (18,687) |
| | | | |
Net (decrease) increase in cash and cash equivalents | 619,765 | (80,567) | 170,298 | (411,541) |
| | | | |
Cash and cash equivalents at the beginning of the period | 282,465 | 103,727 | 826,187 | 1,026,862 |
Cash and cash equivalents at the end of the period | 902,230 | 23,160 | 996,485 | 615,321 |
| | | | |
19
| Statements of value addedPeriods ended June 30, 2019 and 2018 (In thousands of Brazilian reais - R$) |
| Parent Company | Consolidated |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
Revenues | | | | |
Passengers, cargo and other | - | - | 6,642,822 | 5,630,753 |
Other operating income | 14,574 | 137,162 | 122,391 | 136,675 |
Allowance for doubtful accounts | - | - | (6,858) | 16,123 |
| 14,574 | 137,162 | 6,758,355 | 5,783,551 |
Inputs acquired from third parties (including ICMS and IPI) | | | | |
Suppliers of aircraft fuel | - | - | (2,012,190) | (1,703,358) |
Material, electricity, third-party services and others | (8,797) | (446) | (1,412,003) | (1,180,333) |
Aircraft insurance | - | - | (12,523) | (9,888) |
Sales and marketing | - | (267) | (322,885) | (296,202) |
Gross value added | 5,777 | 136,449 | 2,998,754 | 2,593,770 |
| | | | |
Depreciation and amortization | - | - | (820,803) | (315,648) |
Value added produced | 5,777 | 136,449 | 2,177,951 | 2,278,122 |
| | | | |
Value added received in transfer | | | | |
Equity results | 128,986 | (727,526) | 77 | 155 |
Financial income | 102,944 | (228,814) | 1,555,773 | 396,100 |
Value added for distribution | 237,707 | (819,891) | 3,733,801 | 2,674,377 |
| | | | |
Distribution of value added: | | | | |
Salaries | 1,956 | 1,722 | 734,780 | 700,994 |
Benefits | - | - | 86,823 | 79,208 |
FGTS | - | - | 64,207 | 53,366 |
Personnel | 1,956 | 1,722 | 885,810 | 833,568 |
| | | | |
Federal taxes | (22,204) | 13,220 | 543,245 | 478,330 |
State taxes | - | - | 9,509 | 10,696 |
Municipal taxes | - | - | 2,062 | 1,761 |
Tax, charges and contributions | (22,204) | 13,220 | 554,816 | 490,787 |
| | | | |
Interest | 484,855 | 343,474 | 2,348,692 | 1,862,692 |
Rent | - | - | 30,012 | 538,191 |
Other | 30 | 204 | 89 | 255 |
Third-party capital remuneration | 484,885 | 343,678 | 2,378,793 | 2,401,138 |
| | | | |
Net loss for the period | (226,930) | (1,178,511) | (226,930) | (1,178,511) |
Net income (loss) for the period attributable to non-controlling interests of Smiles | - | - | 141,312 | 127,395 |
Remuneration of own capital | (226,930) | (1,178,511) | (85,618) | (1,051,116) |
| | | | |
Value added for distribution | 237,707 | (819,891) | 3,733,801 | 2,674,377 |
20
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
1. General information
Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GLAI”) is a publicly-listed company incorporated on March 12, 2004, under the Brazilian Corporate Law. According to the Bylaws, the Company's corporate purpose is primarily the exercise of GOL Linhas Aéreas S.A. (“GLA”)shareholder control, of which operates regular and non-scheduled passenger flight transportation services, and loyalty programs development, among others.
The Company’s shares are traded on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and on the New York Stock Exchange (“NYSE”). The Company adopted Level 2 Differentiated Corporate Governance Practices from B3 and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created for companies committed to apply differentiated corporate governance practices.
The Company’s corporate address is located at Praça Comandante Linneu Gomes, s/n, concierge 3, building 24, Jardim Aeroporto, São Paulo, Brazil.
As of March 11, 2019, as a result of the second accident involving an aircraft Boeing 737 Max 8, the Company’s Management decided to suspend the operation of its seven aircraft of this model willingly, before the regulatory agencies manifested themselves on the matter, given that safety is the Company’s number one priority. As a result of this strategy, the Company quickly reconfigured its flight network, causing the least inconvenience to its passengers. The use of these aircraft is subject to authorization by the Brazilian regulatory authorities and destination countries, mainly the United States of America. The Company did not need and does not intend to interrupt any of its routes due to the suspension of the use of these aircraft.
The Company’s Management assessed and carried out impairment tests for these aircraft by comparing their carrying amount with the market value indicated in specialized publications (“BlueBook”), concluding that there are no losses related to the right-of-use asset and, therefore, no provision was recognized.
1.1.Capital structure and net working capital
As of June 30, 2019,theCompany held a negative shareholders' equity of R$7,477,065, (R$4,985,412 as of December 31, 2018). The increase was mainly due to the initial adoption of CPC 06 (R2) – “Leases”, equivalent to IFRS 16 – “Leases”. On the same date, the consolidated net working capital was negative by R$4,053,871 (negative by R$3,889,721 as of December 31, 2018).
GLA is highly sensitive to the economy and also to the U.S. dollar (“US$”), as approximately 41.4% of its costs are denominated in U.S. dollar and GLA’s capacity to adjust ticket prices charged to its customers in order to offset the U.S. dollar appreciation is dependent on capacity (offer) and ticket prices practiced by the competitors.
The Company implemented several initiatives to adjust its fleet size to the economy growth and match seat supply to demand, in order to maintain a high load factor, reduce costs and adjust its capital structure.
At the end of 2017, the Company executed initiatives to restructure its balance sheeet, equating of the extension of terms andthereduction of financial cost of its debt structure, as a result of an offer made on December 11, 2017, raising funds in the amount of US$500,000 with interest rates of7.1% p.a., partially used to amortize debt with an average rate of 9.8% p.a.
21
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
In October 2018, the Company completed the refinancing of the debentures of its wholly-owned subsidiary GLA, amortizing the total amount of R$1,025,000 and issuing a new series of non-convertible and unsecured debentures in the amount of R$887,500, resulting in a reduction of indebtedness of R$137,500. The new debentures were issued with interest of 120.0% of the Interbank Deposit Certificate (“CDI”), representing a substantial reduction compared to the amortized debt, which was 132.0% of the CDI. This operation represented additional deleveraging of the Company's balance sheet and better adjusted the generation of GLA's operating cash flows with the amortization of its liabilities.
In March, April and July 2019, the Company raised US$425,000 through the issue of bonds convertible into shares with nominal interest rates of 3.75% p.a. For further information, see Note 18.1.1 and Note 37.3.
The Company will continue strengthening its balance sheet management and results in order to guarantee sustainability. Management understands that the business plan prepared, presented and approved by the Board of Directors on January 17, 2019, shows every element necessary to continue as going concern.
22
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
1.2.Ownership structure
Entity | Date of constitution | Location | Operational activity | Type of control | % equity interest |
06/30/2019 | 12/31/2018 |
Offshore subsidiaries: | | | | | | |
GAC | 03/23/2006 | Cayman Islands | Aircraft acquisition | Direct | 100.0 | 100.0 |
Gol Finance Inc. | 03/16/2006 | Cayman Islands | Financial funding | Direct | 100.0 | 100.0 |
Gol Finance | 06/21/2013 | Luxembourg | Financial funding | Direct | 100.0 | 100.0 |
Subsidiaries: | | | | | | |
GLA | 04/09/2007 | Brazil | Flight transportation | Direct | 100.0 | 100.0 |
AirFim (a) | 11/07/2003 | Brazil | Investment funds | Indirect | 100.0 | 100.0 |
Sul América Gol Max (a) | 03/14/2014 | Brazil | Investment funds | Indirect | - | 100.0 |
Smiles Fidelidade | 08/01/2011 | Brazil | Loyalty program | Direct | 52.7 | 52.7 |
Smiles Viagens | 08/10/2017 | Brazil | Travel agency | Indirect | 100.0 | 100.0 |
Smiles Fidelidade Argentina (b) | 11/07/2018 | Argentina | Loyalty program | Indirect | 100.0 | 100.0 |
Smiles Viagens Argentina (b) | 11/20/2018 | Argentina | Travel agency | Indirect | 98.0 | 98.0 |
Fundo Sorriso (a) | 07/14/2014 | Brazil | Investment fund | Indirect | 100.0 | 100.0 |
Jointly controlled: | | | | | |
SCP Trip | 04/27/2012 | Brazil | Flight magazine | Indirect | 60.0 | 60.0 |
Associate: | | | | | | |
Netpoints | 11/08/2013 | Brazil | Loyalty program | Indirect | - | 25.4 |
(a) These comprise exclusive investment funds and, pursuant to CVM Instructions 247/1996 and 408/2004, those funds’ assets are consolidated in the financial statements of the parent company.
(b) Companies with functional currency in Pesos.
(c) On February 1, 2019, Smiles Fidelidade sold its equity interest in the affiliate Netpoints S.A. for R$914, recorded under “Other operating income in the consolidated statement of operations.
1.3.Corporate reorganization plan
On October 14, 2018, through a Material Fact, the Company disclosed the plans for a corporate reorganization whose main purpose was the merger of Smiles into GLA.
On December 13, 2018, the Company was communicated by B3 of the inadmissibility of migrating to the Novo Mercado listing segment, pursuant to the Material Fact of October 14, 2018, described above.
On June 19, 2019, after five months of negotiation, the Company announced through a Material Fact that the parties were unable to reach an agreement on terms for the proposed corporate reorganization and, as a result, decided to terminate negotiations. This fact does not change the Company’s decision not to renew its agreements with Smiles Fidelidade. The Company will continue to evaluate alternatives to improve the efficiency and competitiveness of its economic group.
23
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
1.4.Compliance program
Since 2016, the Company holds a series of measures to strengthen and expand its internal control and compliance programs, the details of which were presented in the annual financial statements disclosed on February 28, 2019.
The Management is constantly reinforcing to its employees, customers and suppliers its commitment to continue improving its internal control and compliance programs.
As previously disclosed in the financial statements for the year ended December 31, 2018, the Company entered into an agreement with the Brazilian Federal Public Ministry in December 2016 (the “Agreement”), under which the Company agreed to pay R$12 million in fines and make improvements to its compliance program along with the Federal Public Ministry on not to raise any charges related to activities that are the subject to the Agreement, in addition, the Company paid R$4.2 million in fines to the Brazilian tax authorities.
The Company voluntarily informed the U.S. Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”) and the Brazilian Securities Commission (“CVM”) of the Agreement and the external independent investigation hired by the Company, these authorities may impose fines and possibly other sanctions to the Company.
During the period ended June 30, 2019, there was no new developments on this matter.
2. Management’ statement, basis of preparation and presentation of the individual and consolidated interim financial information
This individual and consolidated interim information corresponds to the interim financial statements and has, therefore, been prepared in accordance with Technical Pronouncement CPC 21 (R1) - “Interim Financial Reporting”, approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”), equivalent to IAS 34 - “Interim Financial Reporting”, issued by the International Accounting Standards Board (“IASB”), except for the provision for loss on investment, as Note 15.
The individual and consolidated interim financial information was prepared using the Brazilian real (“R$”) as the functional and presentation currency, except for Smiles companies located in Argentina. Figures are expressed in thousands of Brazilian reais. The amounts disclosed in other currencies, when necessary, are also reported in thousands. The items disclosed in foreign currencies are duly identified, when applicable.
The preparation of the Company’s individual and consolidated interim financial information requires Management to make judgments, use estimates and adopt assumptions affecting the stated amounts of revenues, expenses, assets and liabilities. However, the uncertainty inherent in these judgments, assumptions and estimates could give rise to results that require a material adjustment of the book value of certain assets and liabilities in future reporting years.
The Company continually reviews its judgments, estimates and assumptions.
In preparing the individual and consolidated interim financial information, Management used disclosure criteria considering regulatory aspects and the relevance of transactions to understand the changes observed in the Company’s equity, economic and financial position and its performance since the end of the last fiscal year ended December 31, 2018, as well asthe updating of relevant information included in the annual financial statements disclosed on February 28, 2019.
24
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Management confirms that all the material information in this individual and consolidated interim financial information is being demonstrated and corresponds to the information used by Management in the development of its business management activities.
This individual and consolidated interim financial information was prepared based on historical cost, except for certain financial assets and liabilities that are measured at fair value when applicable:
· short-term investments classified as cash and cash equivalents measured at fair value;
· short-term investments comprising exclusive investment funds, measured at fair value;
· derivative financial instruments measured at fair value; and
· investments recorded by the equity method.
The Company’s individual and consolidated interim financial information for the period ended June 30, 2019 have been prepared assuming that it will continue as going concern, realizing assets and settling liabilities in the normal course of business, as per Note 1.1.
3. Approval of individual and consolidated interim financial information
This individual and consolidated interim financial information was authorized for issue by Management on July 31, 2019.
4. Summary of significant accounting practices
The individual and consolidated interim financial information presentedwereprepared based onaccountingpolicies, accounting practices and estimate calculation methods adopted and presented in detail in the annual financial statements for the year ended December 31, 2018, issued on February 28, 2019, except for the adoption of CPC 06 (R2) – “Leases”, equivalent to IFRS 16 - “Leases”, presented in Note 4.1.1 of this individual and consolidated interim financial information.
4.1. New standards and accounting pronouncements adopted in the period ended June 30, 2019
4.1.1. CPC 06 (R2) - “Leases”, equivalent to IFRS 16
CPC 06 (R2) sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases pursuant to CPC 06 (R1). The standard includes two recognition exemptions for lessees: leases of “low value” assets, e.g., personal computers, and short-term leases, e.g. leases for which the term ends within 12 months or fewer. At the beginning of a lease, lessees recognize a liability to carry out payments (a lease liability) and an asset representing the right to use the leased item for the lease term (a right-of-use asset). Lessees will be required to separately recognize the interest expense on the lease liability and the depreciation expense on the right-of-use asset.
Lessees are also required to remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, a change in future lease payments resulting from a change in an index or rate used to determine those payments). The lessee generally recognizethe amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset.
25
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
Among the adoption methods provided for in the standard, the Company chose to adopt the modified retrospective method, therefore, in accordance with IFRS 16, we did not restate comparative information and balances. Within the modified retrospective method, the Company chose to adopt the following transition practical expedients and exemptions:
· the Company used hindsight, such as in determining the lease term and considering extensions and renegotiations throughout the agreement; and
· the Company applied a single discount rate to its portfolio of leases with similar characteristics, considering the remaining term of the agreements and the guarantee provided for by the assets.
The Company assessed the impacts arising from the adoption of this standard, considering the above-mentioned assumptions, and recorded 120 aircraft lease agreements and 14 non-aircraft lease agreements as right-of-use. The effects from the initial adoption of this standard are shown in the table below:
| Assets (a) | Liabilities (b) | Equity (a-b) |
Operating leases | - | (219,728) | 219,728 |
Right of use - aircraftand flightagreements | 2,892,836 | 5,540,621 | (2,647,785) |
Right of use -other | 41,420 | 49,975 | (8,555) |
Deferred tax - Smiles (*) | - | - | 278 |
Total | 2,934,256 | 5,370,868 | (2,436,334) |
(*) The amount refers to the tax credit constituted from the initial adoption of CPC 06 (R2) recorded in the deferred tax asset of the subsidiary Smiles.
As of January 1, 2019, the impacts arising from deferred taxes related to the adoption of CPC 06 (R2) did not reflect the corresponding tax effects, given that GLA has no history of taxable income and is currently recording tax credit assets limited to the amount of tax credit liabilities, in accordance with item 35 of CPC 32 – “Income Taxes”.
As a consequence of the adoption of IFRS 16, the Company made some reclassifications in the statement of financial position as of December 31, 2018, presented for comparison purposes, as shown below:
| Consolidated |
| 12/31/2018 |
| As previouslyreported | Reclassification | Restated |
| | | |
Current liabilities | | | |
Loans and financing | 1,223,324 | (120,118) | 1,103,206 |
Leases | - | 255,917 | 255,917 |
Operating leases | 135,799 | (135,799) | - |
| | | |
Noncurrent liabilities | | | |
Loans and financing | 5,861,143 | (520,542) | 5,340,601 |
Leases | - | 656,228 | 656,228 |
Operating leases | 135,686 | (135,686) | - |
26
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
4.1.2. ICPC – 22 “Uncertainty Over Income Tax Treatments”, equivalent to IFRIC 23
In June 2017, the IASB issued IFRIC 23, which clarifies the application of requirements in IAS 12 - “Income Taxes” when there is uncertainty over the acceptance of income tax treatments by the tax authority. The interpretation clarifies that, if it is not probable that the tax authority will accept the income tax treatments, the amounts of tax assets and liabilities shall be adjusted to reflect the best resolution of the uncertainty. IFRIC 23 has been effective since January 1, 2019, and, based on the evaluation made by the Company’s Management concluded that there are no impacts or needsof additional disclosure in this individual and consolidated interim financial information arising from the application of this standard.
4.2. New accounting standards and pronouncements not yet adopted
There are no other standards and interpretations issued and not yet adopted that may have a significant impact on the results or equity disclosed by the Company.
5. Seasonality
The Company expects its revenues and operating results for its flights to reach their highest levels during summer and winter holidays in January and July, respectively, and during the last two weeks of December during the holiday season of year end. Given the large proportion of fixed costs, this seasonality tends to cause variations in the operating results between the quarters of the year.
6. Cash and cash equivalents
| Parent Company | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | |
Cash and bank deposits | 61,990 | 6,587 | 132,444 | 157,970 |
Cash equivalents | 840,240 | 275,878 | 864,041 | 668,217 |
Total | 902,230 | 282,465 | 996,485 | 826,187 |
The breakdown of cash equivalents is as follows:
| | Parent Company | Consolidated |
| Weighted average rate (p.a.) | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | | |
Local currency | | | | | |
Private bonds | 92.7% of CDI | 303,056 | 1,895 | 316,429 | 74,819 |
Government bonds | 91.2% of CDI | - | - | - | 39 |
Investment funds | 45.7% of CDI | 3,568 | 2,217 | 6,391 | 307,499 |
Total local currency | | 306,624 | 4,112 | 322,805 | 382,357 |
| | | | | |
Foreign currency | | | | | |
Private bonds | 2.6% | 533,616 | 271,766 | 541,236 | 285,860 |
Total foreign currency | | 533,616 | 271,766 | 541,236 | 285,860 |
| | | | | |
Total | | 840,240 | 275,878 | 864,041 | 668,217 |
27
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
7. Short-term investments
| | Parent Company | Consolidated |
| Weighted average rate (p.a.) | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | |
Local currency | | | | |
Private bonds | 100.7% of CDI | - | 742,761 | - |
Government bonds | 99.5% of CDI | - | 23,567 | 21,100 |
Investment funds | - | - | 752 | 365,249 |
Total local currency | | - | 767,080 | 386,349 |
| | | | |
Foreign currency | | | | |
Private bonds | 3.0% | 92,015 | 1,706 | 92,015 |
Government bonds | 2.0% | - | 2,528 | - |
Investment funds | 44.9% | - | 26,984 | - |
Total foreign currency | | 92,015 | 31,218 | 92,015 |
| | | | |
Total | | 92,015 | 798,298 | 478,364 |
The increase during the period in short-term investments reflects the change in the characteristics of the investments and Management's intention to manage the Company's financial resources.
28
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
8. Restricted cash
| | Parent Company | Consolidated |
| Weighted average rate (p.a.) | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | | |
Local currency | | | | | |
Deposits in guarantee of letter of credit | 99.2% of CDI | 2,363 | 2,318 | 120,681 | 100,394 |
Escrow deposits (a) | 96.5% of CDI | 35,356 | 33,928 | 84,953 | 72,089 |
Escrow deposits for hedge margin | 100.0% of CDI | - | - | 5,461 | 18 |
Escrow deposits - leases (b) | 100.0% of CDI | - | - | 147,465 | 102,880 |
Other deposits (c) | 82.7% of CDI | 4,548 | 3,538 | 41,749 | 113,447 |
Total local currency | | 42,267 | 39,784 | 400,309 | 388,828 |
| | | | | |
Foreign currency | | | | | |
Escrow deposits for hedge margin | 2.3% | - | - | 187,482 | 433,304 |
Total foreign currency | | - | - | 187,482 | 433,304 |
| | | | | |
Total | | 42,267 | 39,784 | 587,791 | 822,132 |
| | | | | |
Current | | 7,250 | - | 405,411 | 133,391 |
Noncurrent | | 35,017 | 39,784 | 182,380 | 688,741 |
(a) The amount of R$35,356 (parent company and consolidated) refers to a guarantee for GLAI’s legal proceedings. The other amounts relate to guarantees of GLA letters of credit (R$33,928 as of December 31, 2018).
(b) Related to deposits made to obtain letters of credit for aircraft operating leases from GLA.
(c) Refers to bank guarantees and judicial block in investment funds.
The decrease in the restricted cash balance is due to the reduction in escrow deposits of the fuel hedge operations as a result of the decline in prices for this commodity.
29
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
9. Trade receivables
| Consolidated |
| 06/30/2019 | 12/31/2018 |
| | |
Local currency | | |
Credit card administrators | 594,887 | 393,557 |
Travel agencies | 441,791 | 226,627 |
Cargo agencies | 38,732 | 40,431 |
Airline partner companies | - | 3,243 |
Other | 54,680 | 52,216 |
Total local currency | 1,130,090 | 716,074 |
| | |
Foreign currency | | |
Credit card administrators | 100,658 | 97,488 |
Travel agencies | 26,349 | 21,005 |
Cargo agencies | 1,888 | 1,378 |
Airline partner companies | 25,594 | 23,294 |
Other | 2,136 | 5,373 |
Total foreign currency | 156,625 | 148,538 |
| | |
Total | 1,286,715 | 864,612 |
| | |
Estimated losses for doubtful accounts | (4,426) | (11,284) |
| | |
Total trade receivables | 1,282,289 | 853,328 |
The increase in the “Trade receivables” line item was related to higher sales volume in the second quarter.
The aging list of trade receivables, net of allowance for doubtful accounts, is as follows:
| Consolidated |
| 06/30/2019 | 12/31/2018 |
Current | | |
Until 30 days | 773,127 | 527,878 |
31 to 60 days | 189,436 | 101,226 |
61 to 90 days | 64,364 | 49,696 |
91 to 180 days | 146,607 | 83,128 |
181 to 360 days | 46,351 | 36,801 |
Above 360 days | 516 | 268 |
Total not yet due | 1,220,401 | 798,997 |
| | |
Overdue | | |
Until 30 days | 27,116 | 13,167 |
31 to 60 days | 5,653 | 4,726 |
61 to 90 days | 2,209 | 2,672 |
91 to 180 days | 4,736 | 11,173 |
181 to 360 days | 6,184 | 9,863 |
Above 360 days | 15,990 | 12,730 |
Total overdue | 61,888 | 54,331 |
| | |
Total | 1,282,289 | 853,328 |
30
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The changes in allowance for doubtful accounts are as follows:
| Consolidated |
| 06/30/2019 | 12/31/2018 |
Adjusted balance at the beginning of the period | (11,284) | (36,088) |
(Additions) exclusions (*) | 6,858 | 9,789 |
Write-off of unrecoverable amounts | - | 15,015 |
Balance at the end of the period | (4,426) | (11,284) |
(*) Recoveries occurred during the period are reflected in the changes to the receivables portfolio balance.
10. Inventories
| Consolidated |
| 06/30/2019 | 12/31/2018 |
| | |
Consumables | 24,382 | 22,098 |
Parts and maintenance materials | 179,598 | 170,851 |
(-) Provision for obsolescence | (12,737) | (12,808) |
Total | 191,243 | 180,141 |
The changes in provision for obsolescence are as follows:
| Consolidated |
| 06/30/2019 | 12/31/2018 |
Balance at the beginning of the period | (12,808) | (12,509) |
Addition | (31) | (5,023) |
Write-off | 102 | 4,724 |
Balance at the end of the period | (12,737) | (12,808) |
11. Deferred and recoverable taxes
11.1.Recoverable taxes
| Parent Company | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Prepaid and recoverable income taxes | 28,618 | 29,892 | 282,636 | 268,428 |
Withholding income tax (IRRF) | 370 | 119 | 1,627 | 4,744 |
PIS and COFINS | - | - | 122,224 | 163,921 |
Withholding tax of public institutions | - | - | 4,668 | 6,812 |
Value added tax (IVA) | - | - | 6,820 | 5,649 |
Other | 58 | 57 | 9,283 | 7,115 |
Total | 29,046 | 30,068 | 427,258 | 456,669 |
| | | | |
Current | 6,050 | 5,279 | 350,887 | 360,796 |
Noncurrent | 22,996 | 24,789 | 76,371 | 95,873 |
31
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
11.2.Deferred tax assets (liabilities)
| GLAI | GLA | Smiles | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Income tax losses | 35,928 | 16,983 | 5,469 | 5,469 | 29,193 | 52,915 | 70,590 | 75,367 |
Negative basis of social contribution | 12,934 | 6,114 | 1,969 | 1,969 | 10,510 | 19,049 | 25,413 | 27,132 |
| | | | | | | | |
Temporary differences: | | | | | | | | |
Allowance for doubtful accounts and other credits | 310 | 196 | 77,265 | 72,646 | 10 | 3 | 77,585 | 72,845 |
Breakage provision | - | - | - | | (180,187) | (172,869) | (180,187) | (172,869) |
Provision for losses on GLA’s acquisition | - | - | 143,350 | 143,350 | - | - | 143,350 | 143,350 |
Provision for legal proceedings and tax liabilities | 702 | 916 | 78,301 | 86,623 | 7,832 | 6,598 | 86,835 | 94,137 |
Aircraft return | - | - | 108,599 | 62,642 | - | - | 108,599 | 62,642 |
Derivative transactions | - | - | 8,646 | 5,335 | - | - | 8,646 | 5,335 |
Flight rights | - | - | (353,226) | (353,226) | - | - | (353,226) | (353,226) |
Depreciation of engines and parts for aircraft maintenance | - | - | (179,121) | (174,129) | - | - | (179,121) | (174,129) |
Reversal of goodwill amortization on GLA’s acquisition | - | - | (127,659) | (127,659) | - | - | (127,659) | (127,659) |
Aircraft leases and other | - | - | 27,893 | 30,956 | 277 | - | 28,170 | 30,956 |
Other (*) | - | - | 20,636 | 76,001 | 39,264 | 37,037 | 121,952 | 162,651 |
Total deferred taxes - Noncurrent | 49,874 | 24,209 | (187,878) | (170,023) | (93,101) | (57,267) | (169,053) | (153,468) |
(*) The R$62,052 portion of taxes on unrealized profits from transactions between GLA and Smiles Fidelidade is recognized directly in Consolidated (R$49,613 as of December 31, 2018).
The Company and its subsidiaries GLA and Smiles have net operating loss carryforwards, comprised of accumulated income tax losses and negative basis of social contribution. The net operating loss carryforwards do not expire; however, their use is limited to 30% of the annual taxable income. Net operating loss carryforwards balances are as follows:
| GLAI | GLA | Smiles(*) |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Income income tax losses | 168,646 | 170,418 | 5,372,575 | 5,631,209 | 427,855 | 522,743 |
Negative basis of social contribution | 168,646 | 170,418 | 5,372,575 | 5,631,209 | 427,855 | 522,743 |
(*) On Smiles, the registered amounts of deferred income tax and social contribution on loss carryforwards negative basis of social contribution areexclusively related to the amounts to be realized.
The Company’s Management considers that the deferred assets and liabilities recognized as of June 30, 2019 arising from temporary differences will be realized in connections with the realization the deferred tax liabilities and the expectation of future results.
32
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The reconciliation of effective income tax and social contribution rate for the periods ended June 30, 2019 and 2018 is as follows:
| Parent Company |
| Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | |
Loss before income taxes | (195,515) | (1,317,350) | (251,200) | (1,169,557) |
Income tax and social contributiontax rate | 34% | 34% | 34% | 34% |
Income at the statutory combined tax rate | 66,475 | 447,899 | 85,408 | 397,649 |
| | | | |
Adjustments to calculate the effective tax rate: | | | | |
Equity pick up method | 37,781 | (320,263) | 43,855 | (247,359) |
Tax difference on results of subsidiaries | (116,348) | (30,101) | (136,070) | (52,723) |
Income tax on permanent differences and other | 6 | - | - | - |
Nontaxable revenues (expenses), net | 153 | (63) | (90) | (124) |
Exchange variation on foreign investments | 12,825 | (104,235) | 7,915 | (101,951) |
Interest on shareholders’ equity | - | (1,869) | (3,114) | (4,507) |
Benefit on tax losses and unrecognized portion on temporary differences constituted | - | - | 26,366 | 61 |
Total income taxes | 892 | (8,632) | 24,270 | (8,954) |
| | | | |
Income taxes | | | | |
Current | 518 | (4,028) | (1,395) | (4,333) |
Deferred | 374 | (4,604) | 25,665 | (4,621) |
Total income taxes | 892 | (8,632) | 24,270 | (8,954) |
| Consolidated |
| Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | |
Income (loss) before income taxes | (99,226) | (1,218,437) | 5,889 | (932,008) |
Income tax and social contributiontax rate | 34% | 34% | 34% | 34% |
Income at the statutory combined tax rate | 33,737 | 414,269 | (2,002) | 316,883 |
| | | | |
Adjustments to calculate the effective tax rate: | | | | |
Equity pick up method | - | 59 | 26 | 53 |
Tax difference on results of subsidiaries | (105,185) | (33,918) | (145,223) | (54,389) |
Income tax on permanent differences and others | (19,910) | 79,654 | 32,457 | 162,531 |
Exchange variation on foreign investments | 11,781 | (141,234) | (31,111) | (147,229) |
Interestattributable to shareholders’ equity | - | 1,679 | 2,805 | 4,050 |
Extemporary tax credits | 18,801 | - | 18,801 | - |
Benefit on tax losses and unrecognized portion on temporary differences constituted (not constituted) | 39,178 | (370,133) | 32,740 | (397,115) |
Use of tax credits in non-recurring installment payments | - | (3,892) | - | (3,892) |
Total income taxes | (21,598) | (53,516) | (91,507) | (119,108) |
| | | | |
Income taxes | | | | |
Current | (35,595) | (42,191) | (75,643) | (91,484) |
Deferred | 13,997 | (11,325) | (15,864) | (27,624) |
Total income taxes | (21,598) | (53,516) | (91,507) | (119,108) |
33
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
12. Other credits
During the quarter ended June 30, 2019, under the terms of the Recovery Plan of Oceanair Linhas Aéreas S.A. (“Oceanair”) and AVB Holding S.A. (“Recovery Plan”), approved by its creditors on April 5, 2019.
Additionally, the Company (i) acquired DIP Loans granted to Oceanair by Elliot Group in the amount of R$50,647, and (ii) granted an advance to Elliott of R$100,595 (“Advance”) in accordance to the agreement signed on April 3, 2019. The Advance will be repaid by Elliott if (a) the Company or any third party acquires an isolated production unit pursuant to provide for in Avianca's Recovery Plan; or (b) another judicial reorganization plan involving the sale of Oceanair landing and take-off times is deemed valid and such operation will be successfully completed. In return for the grant of the Advance, and subject to certain conditions, the Elliott Group will pay GOL a portion of the funds eventually recovered by the Elliott Group under the Oceanair Judicial Reorganization Proceedings.
On July10, 2019, under the terms of the Recovery Plan, the Company submitted bids to acquire certain isolated production units (“UPIs”) in the total amount of US$77,310.
The Recovery Plan establishes that DIP Loans may be offset by the price to be paid by the Company for the acquisition of the UPIs.
Accordingly, the Company plans to complete the UPIs acquisitions (and compensate the credits held along with Oceanair with the respective purchase price)in casethe sale of the UPIs is confirmed, as soon as the other conditions precedent set forth in Judicial Recovery Plan.
13. Deposits
| Parent Company | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Judicial deposits | 62,218 | 59,305 | 797,487 | 726,491 |
Maintenance deposits | - | - | 732,831 | 647,057 |
Deposits in guarantee for lease agreements | 48,542 | 49,081 | 262,348 | 238,747 |
Total | 110,760 | 108,386 | 1,792,666 | 1,612,295 |
34
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
14. Transactions with related parties
14.1.Loan agreements - noncurrent assets
The parent company maintains assets from loan agreements with its subsidiary GLA without interest, as shown in the table below:
| | | |
| Assets |
Creditor | Debtor | Type of transaction | Interest rate (p.a.) | Maturity | 06/30/2019 | 12/31/2018 |
| | | | | | |
GLAI | GLA | Loan | 6.50% | 05/2020 | 393,599 | 82,655 |
GAC | GLA | Loan | 0.0% (*) | 03/2025 | 975,684 | 232,488 |
Gol Finance | GLA | Loan | 5.10% | 08/2025 | 1,778,715 | 1,979,000 |
Total | | | | | 3,147,998 | 2,294,143 |
(*) According to the local legislation, the Company applies symbolic interest rates.
35
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The table below shows the balances between the companies, eliminated in the consolidated:
| | |
| | Balances |
Creditor | Debtor | Type of transaction | Maturity | Interest rate (p.a.) | 06/30/2019 | 12/31/2018 |
Gol Finance | GLAI | Premium (*) | 07/2024 | - | 385,855 | - |
Gol Finance Inc. | GAC | Loan | 01/2023 | 9.83% | 1,160,477 | 1,128,845 |
Gol Finance | GAC | Loan | 03/2025 | 8.64% | 978,273 | 596,204 |
Gol Finance | Gol Finance Inc. | Loan | 01/2020 | 9.83% | 904,083 | 887,395 |
Gol Finance | Gol Finance Inc. | Loan | 07/2020 | 11.70% | 233,967 | 250,950 |
Smiles Fidelidade | GLA | Shared services | 12/2032 | - | 6,023 | 5,439 |
Smiles Fidelidade / Smiles Viagens | GLA | Transfer - GLA | 12/2032 | - | 27,128 | 38,144 |
Smiles Fidelidade | GLA | Share-based payments | - | - | 856 | 856 |
Smiles Fidelidade | GLA | Advance ticket purchases | 12/2032 | 8.97% | 981,182 | 1,296,077 |
Smiles Fidelidade | GLA | Miles sold | 12/2032 | - | 20,470 | 24,035 |
Smiles Fidelidade | GLA | Management fees | 12/2032 | - | 600 | 803 |
Smiles Fidelidade | GLA | Letter of indemnity agreement | - | - | 2,523 | 10,559 |
Smiles Fidelidade | Netpoints | Miles converted | - | - | - | 48 |
Total | | | | | 4,701,437 | 4,239,355 |
(*) Gol Finance, through Gol Equity Finance, acquired premium issued by the Company in the context of the issue of Exchangeable Senior Notes, as per Note 18.1.1.
14.2.Transportation and consulting services
In the course of its operations, the Company, through its subsidiaries, contracts and is contracted by related parties, namely: Viação Piracicabana Ltda., Mobitrans Administração e Participações S.A. and Expresso Caxiense S.A. The nature of contracted services are detailed in the annual financial statements for the year ended December 31, 2018.
For the period ended June 30, 2019, GLA recognized total expenses related to these services of R$4,021 (R$6,989 as of June 30, 2018).As of June 30,2019, the balance payable to related parties was R$507 (R$1,107 as of December 31, 2018), and was mainly related to services provided by Viação Piracicabana Ltda.
36
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
14.3.Contracts account opening UATP (“Universal Air Transportation Plan”) to grant credit limit
In September 2011, GLA entered into agreements with the related parties Empresa de Ônibus Pássaro Marrom S/A., Viação Piracicabana Ltda., Thurgau Participações S.A., Comporte Participações S.A., Quality Bus Comércio De Veículos S.A., Empresa Princesa Do Norte S.A., Expresso União Ltda., Oeste Sul Empreendimentos Imobiliários S.A. SPE., Empresa Cruz De Transportes Ltda., Expresso Maringá do Vale S.A., Glarus Serviços Tecnologia e Participações S.A., Expresso Itamarati S.A., Transporte Coletivo Cidade Canção Ltda., Turb Transporte Urbano S.A., Vaud Participações S.A., Aller Participações S.A. and BR Mobilidade Baixada Santista S.A. SPE, all with no expiration date, whose purpose is to issue credits to purchase airline tickets issued by the Company.The UATP account (virtual card) is accepted as a payment method on the purchase of airline tickets and related services, seeking to simplify billing and facilitate payment between the participating companies.
14.4.Agreement to use the VIP lounge
On April 9, 2012, the Company entered into an agreement with Delta Air Lines Inc. (“Delta Air Lines”) for the mutual use of the VIP lounge, with expected payments between the companies of US$20 (twenty dollars) per passenger. On August 30, 2016, the companies signed a
contractual amendment establishing a prepayment for the use of the VIP lounge in the amount of US$3,000. As of June 30, 2019, the outstanding balance was R$3,789 (R$4,741 as of December 31, 2018) recorded in “Advances from customers”.
14.5.Contract for maintenance of parts and financing engine maintenance
In 2010, GLA entered into an engine maintenance service agreement with Delta Air Lines. The maintenance agreement was renewed on December 22, 2016 and will expire on December 31, 2020.
On January 31, 2017, the subsidiary GLA entered into a Loan Agreement with Delta Air Lines in the amount of US$50,000 maturing on December 31, 2020, with a refund obligation to be performed by the Company, GLA and Gol Finance, pursuant to the refund agreement entered into on August 19, 2015, with personal guarantee granted by the Company to the subsidiary GAC. Under the terms of this agreement, the Company holds flexible payment maturities regarding engine maintenance services, through a credit limit available. During the period ended June 30, 2019, expenses incurred for components maintenance services provided by Delta Air Lines amounted to R$221,418 (R$212,914 as of June 30, 2018). As of June 30, 2019, the outstanding balance with Delta Air Lines recorded in “Suppliers” totaled R$132,144 (R$211,087 as of December 31, 2018).
14.6.Handling agreement
On November 4, 2018, the subsidiary GLA entered into an agreement with Delta Air Lines for handling services in Miami and Orlando airports, these agreements expire on November 3, 2021.
During the period ended June 30, 2019, expenses related to this agreement were R$5,021, which was recorded in “Services provided”. As of June 30, 2019, the outstanding balance with Delta Air Lines recorded in“Suppliers” was R$157.
14.7.Term loan guarantee
On August 31, 2015, through its subsidiary Gol Finance, the Company issued a term loan in the amount of US$300,000, with a term of 5 years and effective interest rate of 6.7% p.a. The Term Loan has an additional backstop guarantee provided by Delta Air Lines. For additional information, see Note 18.
14.8.Commercial partnership and maintenance agreement
On February 19, 2014, the Company signed an long-term strategic partnership agreement for long-term business cooperationand components maintenance alongwith Air France-KLM. On January 1, 2017, an extension of the scope for inclusion of maintenance services was celebrated. During the period ended June 30, 2019, component maintenance expenses provided by AirFrance-KLM totaled R$59,961 (R$39,268 for the period ended June 30, 2018). On June 30, 2019, the Company did not hold deferred income in the amount related to these contracts classified in "Other liabilities" (R$8,565 as of December 31, 2018) and had R$110,195 in “Suppliers”, in current liabilities (R$170,673 as of December 31, 2018).
37
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
14.9.Remuneration of key management personnel
| Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
Salaries, bonus and benefits (*) | 16,788 | 16,762 | 36,993 | 33,707 |
Related taxes and charges | 4,892 | 3,182 | 7,019 | 4,587 |
Share-based payments | 2,180 | 2,064 | 4,848 | 4,874 |
Total | 23,860 | 22,008 | 48,860 | 43,168 |
(*) Includes the Board of Directors’, Audit Committee’s and Fiscal Council's compensation.
15. Investments
15.1.Breakdown of investments
Investments in the GAC, Gol Finance and Gol Finance Inc. offshore subsidiaries are essentially seen as an extension of the Company and summed line by line with the GLAI parent company. Therefore, only Smiles Fidelidade and GLA are presented as investments in the parent company.
The financial information of the Company’s investees and the changes in the investments balance for the period ended June 30, 2019 are as follows:
| Parent Company | Consolidated |
| GLA | Smiles Fidelidade | Trip |
Relevant information of the subsidiaries | | | |
Total number of shares | 5,262,335,049 | 124,158,953 | - |
Capital stock | 4,554,280 | 254,610 | 1,318 |
Interest | 100.0% | 52.61% | 60% |
Total equity (deficit) | (6,477,230) | 1,011,870 | 1,305 |
Unrealized profits (a) | - | (120,454) | - |
| | | |
Adjusted equity (deficit) (b) | (6,477,230) | 411,862 | 783 |
Net income (loss) for the period | (4,337) | 297,632 | 129 |
Unrealized profits in the period (a) | - | (24,147) | - |
Adjusted net income (loss) for the period attributable to the Company’s interest | (4,337) | 133,323 | 77 |
(a) Corresponds to transactions involving revenue from mileage redemption for airline tickets by members in the Smiles Program which, for the purposes of consolidated financial statements, are only accrued when program members are actually transported by GLA.
(b) Adjusted shareholders' equity corresponds to the percentage of total shareholders' equity net of unrealized profits.
15.2.Changes in investments
| Parent Company | Consolidated |
| GLA | Smiles Fidelidade | Total | Trip |
Balances as of December 31, 2018 | (4,200,243) | 437,875 | (3,762,368) | 1,177 |
Adoption of accounting standard – CPC 06 (R2) (IFRS 16) (*) | (2,435,792) | (285) | (2,436,077) | - |
Equity results | (4,337) | 133,323 | 128,986 | 77 |
Unrealized gains on hedges | 156,250 | - | 156,250 | - |
Equity interest dilution effects | - | (649) | (649) | - |
Dividends and interest on shareholders’ equity | - | (158,744) | (158,744) | (471) |
Other equity changes in investments | 6,892 | 342 | 7,234 | - |
Balances as of June 30, 2019 | (6,477,230) | 411,862 | (6,065,368) | 783 |
(*) On January 1, 2019, the Company adopted CPC 06 (R2) – “Leases” (IFRS 16). For further information, see Note 4.1.1.
38
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
16. Property, plant and equipment
16.1.Parent Company
As of June 30, 2019, the balance of advances for the acquisition of aircraft totaled R$118,295 (R$94,159 as of December 31, 2018), corresponding to prepayments made based on the contracts entered into. In addition, the residual value of the ownership rights on the aircraft totaled R$108,539 as of June 30, 2019 and December 31, 2018, both recorded in the subsidiary GAC.
39
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
16.2.Consolidated
| Consolidated |
| Weighted average rate (p.a.) | 12/31/2018 | IFRS 16 adoption (**) | Additions | Disposals | Trans-fers | 06/30/2019 |
Flight equipment | | | | | | | |
Cost | | | | | | | |
Aircraft – right of use with purchase option | | 673,675 | - | - | (4,481) | - | 669,194 |
Aircraft – right of use without purchase option | | - | 2,821,509 | 398,936 | (28,426) | - | 3,192,019 |
Replacement parts and spare engines - owned | | 1,583,865 | - | 104,777 | (7,048) | - | 1,681,594 |
Replacement parts and spare engines - right of use | | - | 71,327 | 28,817 | - | - | 100,144 |
Aircraft and engine reconfiguration and overhauling | | 2,443,747 | - | 337,620 | (44,594) | - | 2,736,773 |
Tools | | 44,121 | - | 2,535 | (316) | - | 46,340 |
| | 4,745,408 | 2,892,836 | 872,685 | (84,865) | - | 8,426,064 |
Depreciation | | | | | | | |
Aircraft – right of use with purchase option | 5.76% | (222,240) | - | (8,806) | 4,481 | - | (226,565) |
Aircraft – right of use without purchase option | 24.75% | - | - | (360,862) | 1,264 | - | (359,598) |
Replacement parts and spare engines - owned | 7.17% | (590,239) | - | (59,758) | 3,038 | - | (646,959) |
Replacement parts and spare engines - right of use | 26.87% | - | - | (11,280) | - | - | (11,280) |
Aircraft and engine reconfiguration and overhauling | 45.71% | (1,275,298) | - | (322,611) | 41,911 | - | (1,555,998) |
Tools | 10.00% | (21,153) | - | (1,661) | 157 | - | (22,657) |
| | (2,108,930) | - | (764,978) | 50,851 | - | (2,823,057) |
Total, net - flight equipment | | 2,636,478 | 2,892,836 | 107,707 | (34,014) | - | 5,603,007 |
| | | | | | | |
Property, plant and equipment in use | | | | | | | |
Cost | | | | | | | |
Vehicles | | 11,513 | - | 193 | (1,162) | - | 10,544 |
Machinery and equipment | | 59,404 | - | 2,061 | (107) | - | 61,358 |
Furniture and fixtures | | 30,698 | - | 1,365 | (175) | - | 31,888 |
Computers and peripherals - owned | | 40,813 | - | 2,392 | (717) | - | 42,488 |
Computers and peripherals - right of use | | - | 20,619 | - | - | (493) | 20,126 |
Communication equipment | | 2,692 | - | 42 | (208) | - | 2,526 |
Security equipment | | 856 | - | - | - | - | 856 |
Leasehold improvements - Maintenance center (Confins) | | 107,637 | - | - | - | - | 107,637 |
Leasehold improvements - Others | | 60,115 | - | 295 | - | 1,339 | 61,749 |
Third-party leasehold – right of use | | - | 20,801 | 869 | - | 493 | 22,163 |
Construction in progress | | 15,443 | - | 2,978 | - | (1,339) | 17,082 |
| | 329,171 | 41,420 | 10,195 | (2,369) | - | 378,417 |
Depreciation | | | | | | | |
Vehicles | 20.00% | (9,609) | - | (316) | 869 | - | (9,056) |
Machinery and equipment | 10.00% | (41,619) | - | (2,027) | 96 | - | (43,550) |
Furniture and fixtures | 10.00% | (18,188) | - | (979) | 162 | - | (19,005) |
Computers and peripherals - owned | 20.00% | (31,314) | - | (1,640) | 704 | - | (32,250) |
Computers and peripherals - right of use | 36.59% | - | - | (3,682) | - | - | (3,682) |
Communication equipment | 10.00% | (2,089) | - | (83) | 158 | - | (2,014) |
Security equipment | 10.00% | (533) | - | (41) | - | - | (574) |
Leasehold improvements - Maintenance center (Confins) | 10.43% | (91,395) | - | (5,640) | - | - | (97,035) |
Leasehold improvements - Others | 20.31% | (29,354) | - | (4,680) | - | - | (34,034) |
Third-party leasehold – right of use | 32.17% | - | - | (3,575) | - | - | (3,575) |
| | (224,101) | - | (22,663) | 1,989 | - | (244,775) |
Total, net - property, plant and equipment in use | | 105,070 | 41,420 | (12,468) | (380) | - | 133,642 |
| | | | | | | |
Impairment losses | - | (48,839) | - | 1,876 | - | - | (46,963) |
Total | | 2,692,709 | 2,934,256 | 97,115 | (34,394) | - | 5,689,686 |
| | | | | | | |
Advances for property, plant and equipment acquisition | - | 125,348 | - | 63,611 | (35,079) | - | 153,880 |
Total property, plant and equipment | | 2,818,057 | 2,934,256 | 160,726 | (69,473) | - | 5,843,566 |
(*) Refers to provisions for impairment losses for rotable items, classified under "Sets of replacement parts and spare engines", and recorded by the Company in order to present its assets according to the actual capacity for the generation of economic benefits.
(**) Effect related to IFRS 16 adoption, as disclosed in Note 4.1.1.
40
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
17. Intangible assets
The breakdown of and changes in intangible assets are as follows:
| Consolidated |
| Weighted average rate (p.a.) | 12/31/2018 | Additions | Disposals | 06/30/2019 |
Cost | | | | | |
Goodwill | - | 542,302 | - | - | 542,302 |
Slots | - | 1,038,900 | - | - | 1,038,900 |
Software | - | 528,426 | 28,287 | (16,512) | 540,201 |
Other | - | 10,000 | - | - | 10,000 |
Total cost | | 2,119,628 | 28,287 | (16,512) | 2,131,403 |
| | | | | |
Amortization | | | | | |
Software | 24.7% | (339,995) | (32,162) | 16,512 | (355,645) |
Other | 20.0% | (2,167) | (1,000) | - | (3,167) |
Total amortization | | (342,162) | (33,162) | 16,512 | (358,812) |
| | | | | |
Net intangible assets | | 1,777,466 | (4,875) | - | 1,772,591 |
41
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
18. Loans and financing
The breakdown of and changes in short and long-term debt are as follows:
| | | Parent Company |
| | | 12/31/2018 | | | | | | | | 06/30/2019 |
| Maturity of the contract | Interest rate | Current | Noncurrent | Total | Funding | Unrealized loss on the exchangeable note | Payments | Interest | Interest paid | Exchange variation | Amortization | Current | Noncurrent | Total |
In US$: | | | | | | | | | | | | | | | |
Term Loan | 08/2020 | 6.70% p.a. | 25,255 | 1,147,196 | 1,172,451 | - | - | - | 37,086 | (36,151) | (13,992) | 4,573 | 24,978 | 1,138,989 | 1,163,967 |
Senior Notes IV | 01/2022 | 9.24% p.a. | 13,640 | 352,205 | 365,845 | - | - | (50,320) | 13,715 | (14,970) | (6,040) | 704 | 11,506 | 297,428 | 308,934 |
Exchangeable Senior Notes | 07/2024 | 3.75% p.a. | - | - | - | 1,285,711 | 66,622 | - | 27,894 | - | (23,418) | 1,648 | 12,945 | 1,345,512 | 1,358,457 |
Senior Notes VIII | 01/2025 | 7.09% p.a. | 72,658 | 2,439,492 | 2,512,150 | - | - | - | 86,299 | (82,165) | (32,313) | 4,237 | 71,870 | 2,416,338 | 2,488,208 |
Perpetual Notes | - | 8.75% p.a. | 12,320 | 596,336 | 608,656 | - | - | - | 25,829 | (22,077) | (10,443) | - | 12,185 | 589,780 | 601,965 |
Total | | | 123,873 | 4,535,229 | 4,659,102 | 1,285,711 | 66,622 | (50,320) | 190,823 | (155,363) | (86,206) | 11,162 | 133,484 | 5,788,047 | 5,921,531 |
| | | Consolidated |
| | | 12/31/2018 | | | | | | | | 06/30/2019 |
| Maturity of the contract | Interest rate | Current | Noncurrent | Total | Funding | Unrealized loss on the exchangeable note | Payments | Interest | Interest paid | Exchange variation | Amortization | Current | Noncurrent | Total |
In R$: | | | | | | | | | | | | | | | |
Debentures VII | 09/2021 | 120% of DI | 288,991 | 577,981 | 866,972 | - | - | (147,917) | 30,028 | (30,029) | - | 3,732 | 290,234 | 432,552 | 722,786 |
| | | | | | | | | | | | | | | |
In US$: | | | | | | | | | | | | | | | |
Import financing | 06/2020 | 5.81% p.a. | 503,869 | - | 503,869 | 100,499 | - | (27,398) | 15,856 | (17,689) | (5,410) | - | 569,727 | - | 569,727 |
Credit line - engine maintenance | 03/2021 | 2.77% p.a. | 173,422 | 189,888 | 363,310 | 76,084 | - | (114,289) | 7,393 | (7,751) | (3,252) | 4,295 | 161,973 | 163,817 | 325,790 |
Term Loan | 08/2020 | 6.70% p.a. | 25,255 | 1,147,196 | 1,172,451 | - | - | - | 37,086 | (36,151) | (13,992) | 4,573 | 24,978 | 1,138,989 | 1,163,967 |
Senior Notes IV | 01/2022 | 9.24% p.a. | 13,640 | 352,205 | 365,845 | - | - | (50,320) | 13,715 | (14,970) | (6,040) | 704 | 11,506 | 297,428 | 308,934 |
Exchangeable Senior Notes | 07/2024 | 3.75% p.a. | - | - | - | 1,285,711 | 66,622 | - | 27,894 | - | (23,418) | 1,648 | 12,945 | 1,345,512 | 1,358,457 |
Senior Notes VIII | 01/2025 | 7.09% p.a. | 72,658 | 2,439,492 | 2,512,150 | - | - | - | 86,299 | (82,165) | (32,313) | 4,237 | 71,870 | 2,416,338 | 2,488,208 |
Loan with guarantee of engines | 12/2026 | 6.50% p.a. | 13,051 | 120,557 | 133,608 | 51,615 | - | (8,199) | 5,702 | (5,697) | 127 | 72 | 16,511 | 160,717 | 177,228 |
Perpetual Notes | - | 8.75% p.a. | 12,320 | 513,282 | 525,602 | - | - | - | 22,306 | (22,077) | (6,005) | - | 12,185 | 507,641 | 519,826 |
Total | | | 1,103,206 | 5,340,601 | 6,443,807 | 1,513,909 | 66,622 | (348,123) | 246,279 | (216,529) | (90,304) | 19,261 | 1,171,929 | 6,462,994 | 7,634,923 |
42
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The terms of the loans and financing contracted up to December 31, 2018 by the Company and its subsidiaries were disclosed in detail in the financial statements for the year ended December 31, 2018 and have not been affected by contractual alterations during the period ended June 30, 2019.
Loans and financing include issuance costs of R$147,547 as of June 30, 2019 (R$83,684 as of December 31, 2018), which are amortized over the term of the related debt.
18.1.New loans obtained during the period ended June 30, 2019
18.1.1. Exchangeable Senior Notes
On March 26, 2019, the Company, through GOL Equity Finance (“issuer”), a special purpose company incorporated under the laws of Luxembourg, issued Exchangeable Senior Notes (“Notes”) in the total principal amount of US$300,000 maturing in 2024, which will bear interest of 3.75% p.a., to be paid in semi-annual installments. This transaction was guaranteed by the Company and GLA.
The holders of the Notes will have the right, in their sole discretion, to exchange their Notes in American Depositary Shares (“ADSs”) (each representing two preferred shares of GLAI) if certain conditions and at certain periods are verified. The initial exchange rate of the Notes is 49.3827 ADSs per US$1,000 of the Notes principal amount (equivalent to an initial exchange price of approximately US$20.25 per ADS and represents an exchange premium of approximately 35% above of the initial public offering price of the ADSs sold in the simultaneous offering of ADSs described below, which was US$15.00 per ADS). The Notes exchange rate is subject to adjustments at the time of certain events.
Settlement of Notes may be effected in cash, ADSs or through a combination of both.
In addition, the issuer entered into private capped call transactions with some of the subscribers and/or other financial institutions (“counterparties”), through which it is generally expected to reduce the potential dilution of GLAI’s preferred shares and ADSs upon the exchange of any Notes and/or offset any cash payments required of the issuer that exceed the principal amount of the Notes exchanged, as the case may be, such reduction or compensation being subject to a limit based on the maximum price. The maximum capped call private transaction price will be approximately US$27.75 per ADS (representing a premium of approximately 85% above the price of the initial public offering of the ADSs sold in the simultaneous offer of ADSs).
The capped call is recorded under “Derivatives”.For further information, see Note 33.1.4.
The debt issuance costs corresponding to US$18,711 were proportionally allocated to the loan components and to the convertible installment of the issue. The amount of US$6,533 attributed to the convertible installment was recognized in the statement of operation on the date of issue, and the amount attributed to the loan component of US$12,178 is recorded in the loan at the principal amount and is being amortized over the debt term and comprises the measurement of the effective interest rate.
On April 17, 2019, in connection with the above-mentioned Notes, the subscribers exercised the option to purchase the additional principal amount of US$45,000 of Notes, which were also guaranteed by the Company and its subsidiary GLA. In the context of the exercise of the option to purchase the additional Notes by the initial subscribers, the Company entered into private capped call transactions with some of the subscribers, through which it is generally expected to reduce the potential dilution of the Company’s preferred shares and ADSs, under the same terms as the original issue.
43
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The debt issuance costs corresponding to US$5,325 were proportionally allocated to the loan components and the convertible installment of the issue. The amount of US$1,463 attributed to the convertible installment was recognized in the statement of operations on the date of issue, and the amount attributed to the loan component of US$3,862 was recorded in the loan line item at the principal amount and is being amortized over the debt term and comprises the measurement of the effective interest rate.
The Company will use the proceeds from the issuance of the Notes to pay the transaction costs associated with the issue, including costs related to derivative operations, and to financing its operations.
18.1.2. Import financing
During the period ended June 30, 2019, the Company, through its subsidiary GLA, obtained funding and renegotiated the maturities of the agreements, with the issue of promissory notes as collateral for these transactions, which are part of a credit line maintained by GLA for import financing in order to carry out engine maintenance, purchase spare parts and aircraft equipment. The import financing are as follows:
Transaction | Principal amount | Interest | Maturity |
date | (US$ thousand) | (R$ thousand) | rate (p.a.) | date |
New issuances | | | | |
01/24/2019 | 6,454 | 24,409 | 6.57% | 07/23/2019 |
02/04/2019 | 5,924 | 21,777 | 6.52% | 08/05/2019 |
02/21/2019 | 7,069 | 26,577 | 6.46% | 08/20/2019 |
04/18/2019 | 7,045 | 27,736 | 4.98% | 04/09/2020 |
| | | | |
Renegotiations | | | | |
01/31/2019 | 4,815 | 17,583 | 5.09% | 01/07/2019 |
04/11/2019 | 4,273 | 16,861 | 4.69% | 04/03/2020 |
04/17/2019 | 6,989 | 27,577 | 6.34% | 04/09/2020 |
04/22/2019 | 14,395 | 56,796 | 4.98% | 04/16/2020 |
04/29/2019 | 7,710 | 30,422 | 6.50% | 10/26/2019 |
04/29/2019 | 6,052 | 23,879 | 6.50% | 10/26/2019 |
05/24/2019 | 5,407 | 21,309 | 6.69% | 08/22/2019 |
05/30/2019 | 9,346 | 36,833 | 5.91% | 08/27/2019 |
06/05/2019 | 7,195 | 27,574 | 6.61% | 12/02/2019 |
06/14/2019 | 9,638 | 36,934 | 4.69% | 06/08/2020 |
06/14/2019 | 7,822 | 29,977 | 4.69% | 06/08/2020 |
06/14/2019 | 10,436 | 39,994 | 4.69% | 06/08/2020 |
06/17/2019 | 4,570 | 17,516 | 5.91% | 09/15/2019 |
44
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
18.1.3. Credit line - engine maintenance
During the period ended June 30, 2019, the subsidiary GLA obtained new credit lines by issuing Guaranteed Notes for engine maintenance services with Delta Air Lines. The funding operations are as follows:
Transaction | Principal amount | Issuance costs | Interest | Maturity |
date | (US$ thousand) | (R$ thousand) | (US$ thousand) | (R$ thousand) | rate (p.a.) | date |
02/15/2019 | 10,219 | 37,969 | 319 | 1,185 | Libor 3m+0.75% p.a. | |
05/10/2019 | 10,219 | 40,444 | 289 | 1,143 | Libor 3m+0.70% p.a. | 03/10/2021 |
18.1.4. Loan with guarantee of engines
In the period ended June 30, 2019, the Company, through its subsidiary GLA, obtained funding with guarantee of the Company’s own engines. The funding operations are as follows:
Transaction | Principal amount | Issuance costs | Interest | Maturity |
date | (US$ thousand) | (R$ thousand) | (US$ thousand) | (R$ thousand) | rate (p.a.) | date |
01/22/2019 | 11,700 | 43,129 | 154 | 580 | Libor 3m+0.75% p.a. | 12/22/2026 |
04/24/2019 | 1,161 | 4,603 | - | - | Libor 1m+3.25% p.a. | 06/30/2020 |
06/13/2019 | 1,161 | 4,463 | - | - | Libor 1m+3.25% p.a. | 06/30/2020 |
45
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
As of June 30, 2019, the maturities of long-term debt were as follows:
| 2020 | 2021 | 2022 | 2023 | 2023 onwards | Without maturity date | Total |
Parent Company | | | | | | | |
In US$: | | | | | | | |
Term Loan | 1,138,989 | - | - | - | - | - | 1,138,989 |
Senior Notes IV | - | - | 297,428 | - | - | - | 297,428 |
Exchangeable Senior Notes | - | - | - | - | 1,345,512 | - | 1,345,512 |
Senior Notes VIII | - | - | - | - | 2,416,338 | - | 2,416,338 |
Perpetual Notes | - | - | - | - | - | 589,780 | 589,780 |
Total | 1,138,989 | - | 297,428 | - | 3,761,850 | 589,780 | 5,788,047 |
| | | | | | | |
Consolidated | | | | | | | |
In R$: | | | | | | | |
Debentures VII | 144,184 | 288,368 | - | - | - | - | 432,552 |
In US$: | | | | | | | |
Credit line - engine maintenance | 34,084 | 129,733 | - | - | - | - | 163,817 |
Term Loan | 1,138,989 | - | - | - | - | - | 1,138,989 |
Senior Notes IV | - | - | 297,428 | - | - | - | 297,428 |
Exchangeable Senior Notes | - | - | - | - | 1,345,512 | - | 1,345,512 |
Senior Notes VIII | - | - | - | - | 2,416,338 | - | 2,416,338 |
Loan with guarantee of engines | 17,340 | 17,469 | 18,112 | 18,793 | 89,003 | - | 160,717 |
Perpetual Notes | - | - | - | - | - | 507,641 | 507,641 |
Total | 1,334,597 | 435,570 | 315,540 | 18,793 | 3,850,853 | 507,641 | 6,462,994 |
46
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The fair value of debt as of June 30, 2019 is as follows:
| Parent Company | Consolidated |
| Book value (c) | Fair value | Book value (c) | Fair value |
Senior Notes and Perpetual Notes (a) | 3,399,107 | 3,297,801 | 3,316,968 | 3,157,577 |
Term Loan (b) | 1,163,967 | 1,218,469 | 1,163,967 | 1,218,469 |
Exchangeable Senior Notes (a) | 1,358,457 | 1,217,329 | 1,358,457 | 1,217,329 |
Debentures (b) | - | - | 722,786 | 748,666 |
Other | - | - | 1,072,745 | 895,517 |
Total | 5,921,531 | 5,733,599 | 7,634,923 | 7,237,558 |
(a) Fair value obtained through current market quotations.
(b) Fair value obtained through internal method valuation.
(c) The book value presented is net of interest and issue costs.
18.2.Covenants
As of June 30, 2019, long-term debt (excluding perpetual notes and exchangeable senior notes) that amounted to R$4,609,841 (R$4,827,319 as of December 31, 2018) is subject to restrictive covenants, including but not limited to those that require the Company to maintain liquidity requirements and interest expenses coverage.
The Company has restrictive covenants on the Term Loan and Debentures VII. In the Term Loan, the Company must make deposits for reaching contractual limits of the debt pegged to the U.S. dollar. As of June 30, 2019, the Company did not have collateral deposits linked to the contractual limits of the Term Loan. As of June 30, 2019, Debentures VII were subject to the following covenants measured half-yearly: (i) net debt/EBITDAR below 5.08 and (ii) debt coverage ratio (ICSD) of at least 1.33, to be complied with on June 30, 2019. According to the most recent measurements on June 30, 2019, the ratios obtained were: (i) net debt/EBITDAR of 3.94; and (ii) debt coverage ratio (ICSD) of 2.00. As a result, the Company met the minimum required levels and, consequently, it was in compliance with the covenants. The next measurement will be for the end of the second half of 2019.
19. Leases
| | Consolidated |
| | 12/31/2018 | | | | | | | | | | 06/30/2019 |
| Weighted average rate (p.a.) | Current | Noncurrent | Total | IFRS 16 adoption (*) | Additions | Write-offs | Payments | Payment (escrow deposit) | Payment (maintenance reserve) | Provision for interest | Interest payment | Exchange variation | Current | Noncurrent | Total |
In R$: | | | | | | | | | | | | | | | | |
Right of use leases without purchase option | 12.92% | - | - | - | 49,975 | 868 | - | (7,001) | - | - | 3,213 | - | - | 18,894 | 28,161 | 47,055 |
Total | | - | - | - | 49,975 | 868 | - | (7,001) | - | - | 3,213 | - | - | 18,894 | 28,161 | 47,055 |
| | | | | | | | | | | | | | | | |
In US$: | | | | | | | | | | | | | | | | |
Right of use leases with purchase option | 3.72% | 120,118 | 520,542 | 640,660 | - | - | - | (55,361) | - | - | 11,767 | (11,978) | (6,989) | 120,579 | 457,520 | 578,099 |
Right of use leases | - | 135,799 | 135,686 | 271,485 | (219,728) | - | - | (48,273) | - | - | - | - | (3,484) | - | - | - |
Right of use leases without purchase option | 8.55% | - | - | - | 5,540,621 | 436,270 | (160,411) | (649,784) | (476) | (3,311) | 233,475 | - | (48,118) | 1,147,826 | 4,200,440 | 5,348,266 |
Total | | 255,917 | 656,228 | 912,145 | 5,320,893 | 436,270 | (160,411) | (753,418) | (476) | (3,311) | 245,242 | (11,978) | (58,591) | 1,268,405 | 4,657,960 | 5,926,365 |
| | | | | | | | | | | | | | | | |
Total leases | | 255,917 | 656,228 | 912,145 | 5,370,868 | 437,138 | (160,411) | (760,419) | (476) | (3,311) | 248,455 | (11,978) | (58,591) | 1,287,299 | 4,686,121 | 5,973,420 |
(*) Effect related to the adoption of CPC 06 (R2) – “Leases” (IFRS 16), as disclosed in Note 4.1.1.
47
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The future payments of right of use lease agreements are detailed as follows:
| Without purchase option | With purchase option |
| 06/30/2019 | 06/30/2019 | 12/31/2018 |
2019 | 829,418 | 70,617 | 140,307 |
2020 | 1,411,160 | 141,617 | 140,080 |
2021 | 1,180,765 | 141,783 | 139,852 |
2022 | 991,064 | 194,742 | 139,624 |
2023 | 784,667 | 69,215 | 69,985 |
Thereafter | 1,745,523 | 15,728 | 65,776 |
Total minimum lease payments | 6,942,597 | 633,703 | 695,624 |
Less total interest | (1,547,276) | (55,604) | (54,964) |
Present value of minimum lease payments | 5,395,321 | 578,099 | 640,660 |
Less current portion | (1,166,720) | (120,579) | (120,118) |
Noncurrent portion | 4,228,601 | 457,520 | 520,542 |
19.1.Sale-leaseback transactions
During the six-month period ended June 30, 2019, the Company recorded a net gain of R$7,924 in the consolidated arising from 1 aircraft sale-leaseback transaction, classified under “Sale-leaseback transactions”.
20. Suppliers
| Parent Company | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
| | | | |
Local currency | 1,425 | 888 | 669,424 | 826,641 |
Foreign currency | 33,270 | 9,877 | 571,869 | 697,311 |
Total | 34,695 | 10,765 | 1,241,293 | 1,523,952 |
Current | 34,695 | 10,765 | 1,186,544 | 1,403,815 |
Noncurrent | - | - | 54,749 | 120,137 |
21. Suppliers - Forfaiting
The Company has operations that allow suppliers to receive their rights in advance. This type of operation does not change the existing commercial conditions between the Company and its suppliers. As of June 30, 2019, the amount recorded under current liabilities from forfaiting operations totaled R$353,236 (R$365,696 as of December 31, 2018).
48
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
22. Taxes payable
| Parent Company | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
PIS and COFINS | 214 | 947 | 39,765 | 43,237 |
Installment payments - PRT and PERT | 12,021 | 15,588 | 14,502 | 23,858 |
Withholding income tax on salaries | 32 | 133 | 24,820 | 34,883 |
ICMS | - | - | 302 | 46,952 |
IRPJ and CSLL payable | - | - | 13,239 | 8,991 |
Other | 34 | 70 | 9,150 | 8,440 |
Total | 12,301 | 16,738 | 101,778 | 166,361 |
| | | | |
Current | 8,294 | 8,944 | 97,562 | 111,702 |
Noncurrent | 4,007 | 7,794 | 4,216 | 54,659 |
23. Advances from ticket sales
As of June 30, 2019, the balance of Advances from ticket sales classified in current liabilities was R$1,964,153 (R$1,673,987 as of December 31, 2018) and is represented by 6,534,849 tickets sold and not yet used (5,804,941 as of December 31, 2018) with an average use of 69 days (57 days as of December 31, 2018).
The increase in the “Advance ticket sales” line item was related to higher sales volume in the second quarter.
24. Provisions
| Consolidated |
| Provision for aircraft and engine return (a) | Provision for legal proceedings (b) | Total |
Balance as of December 31, 2018 | 652,134 | 247,460 | 899,594 |
Additional provisions recognized | 244,559 | 92,743 | 337,302 |
Utilized provisions | (51) | (66,043) | (66,094) |
Foreign exchange rate variation, net | (7,296) | (143) | (7,439) |
Balance as of June 30, 2019 | 889,346 | 274,017 | 1,163,363 |
| | | |
As of December 31, 2018 | | | |
Current | 70,396 | - | 70,396 |
Noncurrent | 581,738 | 247,460 | 829,198 |
Total | 652,134 | 247,460 | 899,594 |
| | | |
As of June 30, 2019 | | | |
Current | 321,084 | - | 321,084 |
Noncurrent | 568,262 | 274,017 | 842,279 |
Total | 889,346 | 274,017 | 1,163,363 |
(a) The additions of provisions for aircraft and engine return include present value adjustment effects.
(b) The provisions recorded include write-offs due to the revision of estimates and processes settled.
The increase in the provision for aircraft return balance was a result of the Company’s decision to return three aircraft early, which were originally scheduled to be returned in 2023, 2024 and 2025.
49
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
24.1.Provision for legal proceedings
As of June 30, 2019, the Company and its subsidiaries are parties to lawsuits and administrative proceedings. Details on the relevant lawsuits were disclosed in the financial statements for the year ended December 31, 2018.
The Company's Management believes that the provision for tax, civil and labor proceedings, recorded in accordance with CPC 25 – “Provisions, Contingent Liabilities and Contingent Assets”, equivalent to IAS 37, is sufficient to cover possible losses on administrative and judicial proceedings. The breakdown of the proceedings with probable and possible losses is presented below:
| Consolidated |
| Probable loss | Possible loss |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Civil | 74,130 | 64,005 | 41,418 | 36,320 |
Labor | 198,106 | 181,556 | 210,458 | 183,506 |
Taxes | 1,781 | 1,899 | 569,605 | 548,136 |
Total | 274,017 | 247,460 | 821,481 | 767,962 |
25. Equity
25.1. Capital stock
As of June 30, 2019, the Company’s capital stock was R$3,103,331 and represented by 3,131,888,874 shares, comprised by 2,863,682,710 common shares and 268,206,164 preferred shares. The Company’s shares are held as follows:
| 06/30/2019 | 12/31/2018 |
| Common | Preferred | Total | Common | Preferred | Total |
Fundo Volluto | 100.00% | - | 23.38% | 100.00% | - | 23.42% |
MOBI FIA | - | 38.37% | 29.41% | - | 48.85% | 37.41% |
Delta Air Lines, Inc. | - | 12.27% | 9.41% | - | 12.29% | 9.41% |
AirFrance - KLM | - | 1.58% | 1.21% | - | 1.58% | 1.21% |
Other | - | 0.99% | 0.76% | - | 1.03% | 0.79% |
Free float | - | 46.79% | 35.83% | - | 36.25% | 27.76% |
Total | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
The Company’s authorized capital stock as of June 30, 2019 was R$6.0 billion.
In the period ended June 30, 2019, the Company’s Board of Directors approved capital increases through the exercise of stock options: (i) on February 27, 2019, in the amount of R$4,589, through the subscription of 521,528 preferred shares; and (ii) on April 26, 2019, in the amount of R$512, through the subscription of 140,896 preferred shares.
As of June 30, 2019 and December 31, 2018, the parent company balance with share issuance costs totaled R$42,290 and the consolidated balance totaled R$155,618.
In the period ended June 30, 2019, the Board of Directors approved the ratification of R$2,818 held by the Company under “Advance for future capital increase”, related to the exercise of stock options. As of June 30, 2019, the Company had R$300 related to the subscription of 84,477 stock options.
50
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
26. Earnings (loss) per share
The Company's earnings (loss) per share was determined as follows:
| Parent Company and Consolidated |
| Three-month period ended |
| 06/30/2019 | 06/30/2018 |
| Common | Preferred | Total | Common | Preferred | Total |
Numerator | | | | | | |
Net loss for the period attributable to equity holders of the parent | (45,496) | (149,127) | (194,623) | (311,490) | (1,014,492) | (1,325,982) |
| | | | | | |
Denominator | | | | | | |
Weighted average number of outstanding shares (in thousands) | 2,863,683 | 268,239 | | 2,863,683 | 266,478 | |
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) | 2,863,683 | 268,239 | | 2,863,683 | 266,478 | |
| | | | | | |
Basic losses per share | (0.016) | (0.556) | | (0.109) | (3.807) | |
Diluted losses per share | (0.016) | (0.556) | | (0.109) | (3.807) | |
| Parent Company and Consolidated |
| Six-month period ended |
| 06/30/2019 | 06/30/2018 |
| Common | Preferred | Total | Common | Preferred | Total |
Numerator | | | | | | |
Net loss for the period attributable to equity holders of the parent | (53,048) | (173,882) | (226,930) | (277,075) | (901,436) | (1,178,511) |
| | | | | | |
Denominator | | | | | | |
Weighted average number of outstanding shares (in thousands) | 2,863,683 | 268,191 | | 2,863,683 | 266,192 | |
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) | 2,863,683 | 268,191 | | 2,863,683 | 266,192 | |
| | | | | | |
Basic losses per share | (0.019) | (0.648) | | (0.097) | (3.386) | |
Diluted losses per share | (0.019) | (0.648) | | (0.097) | (3.386) | |
Diluted earnings (loss) per share are calculated by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares. However, due to losses recorded in the three- and six-month periods ended June 30, 2019, these instruments issued by the parent company have no dilutive effect and therefore were not included in the total quantity of outstanding shares to calculate diluted losses per share.
51
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
27. Share-based payments
The conditions of the restricted share and share-based payment plans granted to the Company’s Executive Officers were disclosed in detail in the financial statements for the year ended December 31, 2018, and did not change during the period ended June 30, 2019.
The movement of the plans in the period ended June 30, 2019 is as follows:
27.1.Stock option plan - GLAI
| Number of stock options | Weighted average exercise price |
Options outstanding as of December 31, 2018 | 7,820,512 | 9.19 |
Options exercised | (226,767) | 3.58 |
Options canceled and adjustments in estimated prescribed rights | (233,961) | 17.22 |
Options outstanding as of June 30, 2019 | 7,359,784 | 9.11 |
| | |
Number of options exercisable as of: | | |
December 31, 2018 | 7,065,174 | 8.01 |
June 30, 2019 | 7,047,859 | 8.77 |
27.2.Restricted share plan - GLAI
| Total restricted shares |
Restricted shares outstanding as of December 31, 2018 | 4,865,741 |
Restricted shares transferred (*) | (247,324) |
Restricted shares cancelled and adjustments in estimated expired rights | (83,726) |
Restricted shares outstanding as of June 30, 2019 | 4,534,691 |
(*) The restricted shares transferred totaled R$6,815 through cash.
27.3. Stock option plan – Smiles Fidelidade
| Number of stock options | Weighted average exercise price |
Options outstanding as of December 31, 2018 | 1,077,053 | 50.16 |
Adjustments in estimated prescribed rights | 48,947 | 26.21 |
Options exercised | (151,000) | 5.58 |
Options outstanding as of June 30, 2019 | 975,000 | 52.67 |
In addition, management and employees are granted additional bonuses settled in cash referenced to Smiles Fidelidade shares in order to strengthen their commitment to results and productivity. As of June 30, 2019, the balance of this obligation totaled R$2,532 (R$6,899 as of December 31, 2018) recorded under “Salaries”, referenced to 60,293 equivalent shares of Smiles Fidelidade (111,272 as of December 31, 2018). The same amount was recorded under “Personnel” in the statement of operations (R$3,444 during the period ended June 30, 2018) related to these bonuses.
52
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
28. Revenue
| Consolidated |
| Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | |
Passenger transportation (*) | 3,056,677 | 2,297,039 | 6,185,698 | 5,179,549 |
Cargo | 101,668 | 100,341 | 193,901 | 192,444 |
Mileage revenue | 108,055 | 77,038 | 210,166 | 210,557 |
Other revenue | 24,476 | 26,735 | 53,217 | 48,412 |
Gross revenue | 3,290,876 | 2,501,153 | 6,642,982 | 5,630,962 |
| | | | |
Related tax | (150,260) | (147,325) | (291,558) | (312,867) |
Net revenue | 3,140,616 | 2,353,828 | 6,351,424 | 5,318,095 |
(*) Of the total amount, R$141,086 and R$263,599 in the three- and six-month periods ended June 30, 2019, respectively (R$122,124 and R$232,975 in the three- and six-month periods ended June 30, 2018, respectively), consist of revenues from unused passenger tickets, reissued tickets and cancellation of flight tickets.
Revenues are net of federal, state and municipal taxes, which are paid and transferred to the appropriate government entities.
Revenue by geographical location is as follows:
| Consolidated |
| Three-month period ended | Six-month period ended |
| 06/30/2019 | % | 06/30/2018 | % | 06/30/2019 | % | 06/30/2018 | % |
| | | | | | | | |
Domestic | 2,748,766 | 87.5 | 2,046,066 | 86.9 | 5,437,355 | 85.6 | 4,404,700 | 82.8 |
International | 391,850 | 12.5 | 307,762 | 13.1 | 914,069 | 14.4 | 913,395 | 17.2 |
Net revenue | 3,140,616 | 100.0 | 2,353,828 | 100.0 | 6,351,424 | 100.0 | 5,318,095 | 100.0 |
29. Operating costs, selling and administrative expenses
| Parent Company |
| Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
Administrative expenses | | | | |
Salaries | (1,085) | (1,011) | (2,137) | (2,000) |
Services provided | (8,715) | 168 | (12,298) | (1,873) |
Other administrative expense | (2,985) | - | (2,985) | - |
Other administrative revenue | 10,688 | - | 10,688 | - |
Total administrative expenses | (2,097) | (843) | (6,732) | (3,873) |
| | | | |
Other operating expenses | | | | |
Other | (9,835) | - | - | (1,967) |
Total other operating expenses | (9,835) | - | - | (1,967) |
| | | | |
Other operating revenue | | | | |
Sale-leaseback transactions (b) | - | 54,265 | 7,413 | 135,243 |
Other | 1,501 | 28,378 | 2,398 | 5,046 |
Total other operating revenue | 1,501 | 82,643 | 9,811 | 140,289 |
| | | | |
Total | (10,431) | 81,800 | 3,079 | 134,449 |
53
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
| Consolidated |
| Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
Cost of services provided | | | | |
Salaries (a) | (372,417) | (285,266) | (803,942) | (604,924) |
Aircraft fuel | (976,238) | (792,692) | (1,971,424) | (1,676,905) |
Aircraft rent | - | (268,936) | - | (504,357) |
Maintenance, material and repairs | (276,462) | (88,782) | (320,756) | (199,106) |
Passenger costs | (133,161) | (103,854) | (285,306) | (223,600) |
Services provided | (41,089) | (38,459) | (72,692) | (75,151) |
Landing fees | (184,560) | (168,123) | (381,137) | (355,562) |
Depreciation and amortization | (399,442) | (159,220) | (795,554) | (304,463) |
Other operating expenses | (79,360) | (61,431) | (134,055) | (144,180) |
Total cost of services provided | (2,462,729) | (1,966,763) | (4,764,866) | (4,088,248) |
| | | | |
Selling expenses | | | | |
Salaries (a) | (8,602) | (8,646) | (18,422) | (17,782) |
Services provided | (38,320) | (33,855) | (75,941) | (59,297) |
Sales and marketing | (182,855) | (152,673) | (315,910) | (279,953) |
Other operating expenses | (6,138) | 1,754 | (11,647) | (10,317) |
Total selling expenses | (235,915) | (193,420) | (421,920) | (367,349) |
| | | | |
Administrative expenses | | | | |
Salaries (a) | (138,752) | (116,761) | (271,225) | (271,639) |
Services provided | (94,808) | (71,994) | (175,090) | (140,101) |
Depreciation and amortization | (15,784) | (5,860) | (25,249) | (11,185) |
Other expenses | (14,647) | (51,506) | (48,430) | (68,716) |
Other revenues | 6,735 | - | 38,280 | - |
Total administrative expenses | (257,256) | (246,121) | (481,714) | (491,641) |
| | | | |
Other operating income, net | | | | |
Sale-leaseback transactions (b) | - | 95,108 | 7,924 | 176,086 |
Other operating expenses, net (c) | 134,163 | - | 134,163 | - |
Total other operating income, net | 134,163 | 95,108 | 142,087 | 176,086 |
| | | | |
Total | (2,821,737) | (2,311,196) | (5,526,413) | (4,771,152) |
(a) The Company recognizes compensation paid to members of the Audit Committee, the Board of Directors and the Fiscal Council in the "Salaries" line item. The increase in this item is due to the end of the Payroll Tax Exemption Program, in addition to collective bargaining agreements.
(b) In the period ended June 30, 2019, the Company recorded a net gain of R$7,924 related to the sale-leaseback transaction of one aircraft (In the period ended June 30, 2018, the companyrecorded a net gain of R$177,309 arising from sale-leaseback transactions of five aircraft traded in the period, together with deferred gains of R$696 arising from these transactions, and losses of R$1,919 related to deferred net losses with aircraft traded between 2006 and 2009).
(c) The amount is relative early return of 3 aircraft, during the period ended June 30, 2019
54
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
30. Financial income (expenses)
| Parent Company | Consolidated |
| Three-month period ended | Six-month period ended | Three-month period ended | Six-month period ended |
| 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 | 06/30/2019 | 06/30/2018 |
| | | | | | | | |
Financial income | | | | | | | | |
Gain from derivatives | - | - | 9,501 | - | - | - | 49,618 | 2,566 |
Gain from short-term investments | 9,291 | 14,906 | 11,775 | 21,672 | 99,890 | 21,579 | 130,132 | 82,939 |
Monetary variation | 812 | 869 | 1,186 | 1,352 | 7,713 | 3,064 | 32,349 | 5,505 |
(-) Taxes on financial income (a) | (344) | (1,534) | (1,297) | (2,589) | (5,055) | (8,653) | (13,031) | (14,256) |
Interest income | 24,452 | 17,329 | 47,146 | 33,060 | 77 | - | 122 | - |
Other | 163 | - | 320 | - | 5,672 | 3,189 | 9,712 | 7,064 |
Total financial income | 34,374 | 31,570 | 68,631 | 53,495 | 108,297 | 19,179 | 208,902 | 83,818 |
| | | | | | | | |
Financial expenses | | | | | | | | |
Losses from derivatives | (148,889) | - | (168,177) | - | (146,785) | (6,237) | (215,157) | (9,289) |
Unrealized loss on the exchangeable note | (106,502) | - | (66,622) | - | (106,502) | - | (66,622) | - |
Interest on short and long-term debt and others | (109,660) | (79,184) | (203,351) | (155,242) | (189,643) | (173,559) | (367,801) | (338,695) |
Bank charges and expenses | (2,929) | (3,778) | (6,758) | (6,912) | (13,950) | (12,213) | (26,268) | (25,070) |
Exchange offer costs | - | (4,202) | - | (54,105) | - | (4,201) | - | (54,104) |
Loss from short-term investments | - | - | - | - | (73,060) | - | (81,020) | - |
Interest on lease operations (b) | - | - | - | - | (118,732) | - | (238,385) | - |
Monetary variation | - | - | - | - | - | (470) | - | (943) |
Other | (10,289) | (5,144) | (39,649) | (10,445) | (40,357) | (37,740) | (80,144) | (67,306) |
Total financial expenses | (378,269) | (92,308) | (484,557) | (226,704) | (689,029) | (234,420) | (1,075,397) | (495,407) |
| | | | | | | | |
Exchange rate variation, net | 47,690 | (396,463) | 32,661 | (403,271) | 162,628 | (1,046,002) | 47,296 | (1,067,517) |
| | | | | | | | |
Total | (296,205) | (457,201) | (383,265) | (576,480) | (418,104) | (1,261,243) | (819,199) | (1,479,106) |
(a) Relative to taxes on financial income (PIS and COFINS), according to Decree 8,426 of April 1, 2015.
(b) Amount related to present value adjustments of the right of use from the initial adoption of CPC 06 (R2). For further information, see Note 4.1.1.
55
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
31. Segments
The information below presents the summarized financial position of the reportable operating segments as of June 30, 2019 and December 31, 2018:
31.1.Assets and liabilities of the operating segments
| 06/30/2019 |
| Flight transportation | Smiles loyalty program | Combined information | Eliminations | Total consolidated |
Assets | | | | | |
Current | 3,032,464 | 2,383,694 | 5,416,158 | (1,009,404) | 4,406,754 |
Noncurrent | 10,090,171 | 92,884 | 10,183,055 | (397,407) | 9,785,648 |
Total assets | 13,122,635 | 2,476,578 | 15,599,213 | (1,406,811) | 14,192,402 |
| | | | | |
Liabilities | | | | | |
Current | 8,187,349 | 1,126,799 | 9,314,148 | (853,523) | 8,460,625 |
Noncurrent | 12,412,352 | 337,909 | 12,750,261 | (20,972) | 12,729,289 |
Total equity (deficit) | (7,477,066) | 1,011,870 | (6,465,196) | (532,316) | (6,997,512) |
Total liabilities and equity (deficit) | 13,122,635 | 2,476,578 | 15,599,213 | (1,406,811) | 14,192,402 |
| 12/31/2018 |
| Flight transportation | Smiles loyalty program | Combined information | Eliminations | Total consolidated |
Assets | | | | | |
Current | 2,216,168 | 2,365,789 | 4,581,957 | (1,271,122) | 3,310,835 |
Noncurrent | 7,373,864 | 269,339 | 7,643,203 | (575,772) | 7,067,431 |
Total assets | 9,590,032 | 2,635,128 | 12,225,160 | (1,846,894) | 10,378,266 |
| | | | | |
Liabilities | | | | | |
Current | 7,012,120 | 1,347,684 | 8,359,804 | (1,159,248) | 7,200,556 |
Noncurrent | 7,563,287 | 273,214 | 7,836,501 | (153,440) | 7,683,061 |
Total equity (deficit) | (4,985,375) | 1,014,230 | (3,971,145) | (534,206) | (4,505,351) |
Total liabilities and equity (deficit) | 9,590,032 | 2,635,128 | 12,225,160 | (1,846,894) | 10,378,266 |
56
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
31.2. Results of the operating segments
| Six-month period ended 06/30/2019 |
| Flight transportation | Smiles loyalty program | Combined information | Eliminations | Total consolidated |
| | | | | |
Net revenue | | | | | |
Passenger (a) | 5,764,004 | - | 5,764,004 | 228,197 | 5,992,201 |
Cargo and other (a) | 199,081 | - | 199,081 | (4,669) | 194,412 |
Mileage revenue (a) | - | 518,530 | 518,530 | (353,719) | 164,811 |
Cost of services provided (b) | (4,743,560) | (38,291) | (4,781,851) | 16,985 | (4,764,866) |
Gross profit | 1,219,525 | 480,239 | 1,699,764 | (113,206) | 1,586,558 |
| | | | | |
Operating income (expenses) | | | | | |
Selling expenses | (457,538) | (63,361) | (520,899) | 98,979 | (421,920) |
Administrative expenses (c) | (384,311) | (77,441) | (461,752) | (19,962) | (481,714) |
Other operating income, net | 143,570 | 914 | 144,484 | (2,397) | 142,087 |
Total operating expenses | (698,279) | (139,888) | (838,167) | 76,620 | (761,547) |
| | | | | |
Equity results | 133,400 | - | 133,400 | (133,323) | 77 |
| | | | | |
Operating result before financial result, net and income taxes | 654,646 | 340,351 | 994,997 | (169,909) | 825,088 |
| | | | | |
Financial income (expenses) | | | | | |
Financial income | 183,362 | 66,249 | 249,611 | (40,709) | 208,902 |
Financial expenses | (1,114,228) | (1,878) | (1,116,106) | 40,709 | (1,075,397) |
Exchange rate variation, net | 43,454 | 2,692 | 46,146 | 1,150 | 47,296 |
Total financial result | (887,412) | 67,063 | (820,349) | 1,150 | (819,199) |
| | | | | |
Income (loss) before income taxes | (232,766) | 407,414 | 174,648 | (168,759) | 5,889 |
| | | | | |
Income and social contribution taxes | 5,837 | (109,782) | (103,945) | 12,438 | (91,507) |
Net income (loss) for the period | (226,929) | 297,632 | 70,703 | (156,321) | (85,618) |
| | | | | |
Net income attributable to equity holders of the parent | (226,929) | 156,320 | (70,609) | (156,321) | (226,930) |
Net income attributable to non-controlling interests of Smiles | - | 141,312 | 141,312 | - | 141,312 |
57
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
| Six-month period ended 06/30/2018 |
| Flight transportation | Smiles loyalty program | Combined information | Eliminations | Total consolidated |
| | | | | |
Net revenue | | | | | |
Passenger (a) | 4,756,517 | - | 4,756,517 | 188,559 | 4,945,076 |
Cargo and other (a) | 207,239 | - | 207,239 | (207,239) | - |
Mileage revenue (a) | - | 443,746 | 443,746 | (70,727) | 373,019 |
Cost of services provided (b) | (4,058,202) | (26,909) | (4,085,111) | (3,137) | (4,088,248) |
Gross profit | 905,554 | 416,837 | 1,322,391 | (92,544) | 1,229,847 |
| | | | | |
Operating income (expenses) | | | | | |
Selling expenses | (388,294) | (56,449) | (444,743) | 77,394 | (367,349) |
Administrative expenses (c) | (443,534) | (46,530) | (490,064) | (1,577) | (491,641) |
Other operating income, net | 175,515 | - | 175,515 | 571 | 176,086 |
Total operating expenses | (656,313) | (102,979) | (759,292) | 76,388 | (682,904) |
| | | | | |
Equity results | 130,853 | 470 | 131,323 | (131,168) | 155 |
| | | | | |
Operating result before financial result, net and income taxes | 380,094 | 314,328 | 694,422 | (147,324) | 547,098 |
| | | | | |
Financial income (expenses) | | | | | |
Financial income | 63,567 | 87,002 | 150,569 | (66,751) | 83,818 |
Financial expenses | (561,892) | (261) | (562,153) | 66,746 | (495,407) |
Exchange rate variation, net | (1,063,817) | (3,706) | (1,067,523) | 6 | (1,067,517) |
Total financial result | (1,562,142) | 83,035 | (1,479,107) | 1 | (1,479,106) |
| | | | | |
Income (loss) before income taxes | (1,182,048) | 397,363 | (784,685) | (147,323) | (932,008) |
| | | | | |
Income and social contribution taxes | 3,537 | (128,192) | (124,655) | 5,547 | (119,108) |
Net income (loss) for the period | (1,178,511) | 269,171 | (909,340) | (141,776) | (1,051,116) |
| | | | | |
Net income attributable to equity holders of the parent | (1,178,511) | 141,776 | (1,036,735) | (141,776) | (1,178,511) |
Net income attributable to non-controlling interests of Smiles | - | 127,395 | 127,395 | - | 127,395 |
(a) Eliminations are related to transactions between GLA and Smiles Fidelidade.
(b) Includes depreciation and amortization expenses of R$795,554 in the period ended June 30, 2019, comprised by R$786,098 in flight transportation and R$9,456 in the Smiles loyalty program (R$297,619 and R$6,844 in the period ended June 30, 2018, respectively).
(c) Includes depreciation and amortization expenses of R$25,249 in the period ended June 30, 2019, comprised by R$23,518 in flight transportation and R$1,731 in the Smiles loyalty program (R$9,826 and R$1,359 in the period ended June 30, 2018, respectively).
58
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
32. Commitments
As of June 30, 2019, the Company had 129 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. The approximate amount of firm orders, not including contractual discounts, was R$62,540,419 (US$16,319,377), segregated as follows:
| Consolidated |
| 06/30/2019 | 12/31/2018 |
2020 | 1,771,963 | 1,791,661 |
2021 | 4,991,479 | 5,046,966 |
2022 | 7,796,607 | 7,883,277 |
2023 | 8,669,789 | 8,766,165 |
2024 | 8,796,010 | 8,893,790 |
Thereafter | 30,514,571 | 30,853,780 |
Total | 62,540,419 | 63,235,639 |
33. Financial instruments and risk management
Operational activities expose the Company and its subsidiaries to market risk (fuel prices, foreign currency and interest rate), credit risk and liquidity risk. These risks can be mitigated by using exchange swap derivatives, futures and options contracts based on oil, U.S. dollar and interest markets.
Financial instruments are managed by the Financial Policy Committee (“CPF”) in line with the Risk Management Policy approved by the Risk Policy Committee (“CPR”) and submitted to the Board of Directors. The details regarding how the Company conducts its risk management was detailed and widely presented in the financial statements for the year ended December 31, 2018, and there have been no changes since then.
59
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The description of the Company’s account balances and the categories of financial instruments in the periods ended June 30, 2019 and December 31, 2018 is as follows:
| Parent Company | Consolidated |
| Measured at fair value through profit or loss | Amortized cost (d) | Measured at fair value through profit or loss | Amortized cost (d) |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Assets | | | | | | | | |
Cash and cash equivalents (a) | 3,568 | 2,217 | 898,662 | 280,248 | 6,391 | 307,538 | 999,811 | 518,649 |
Short-term investments (a) | - | 92,015 | - | - | 798,298 | 478,364 | - | - |
Restricted cash | 42,267 | 39,784 | - | - | 587,791 | 822,132 | - | - |
Derivatives assets | - | - | - | - | 6,494 | - | - | - |
Trade receivables | - | - | - | - | - | - | 1,282,289 | 853,328 |
Deposits (b) | - | - | 48,542 | 49,081 | - | - | 995,179 | 885,804 |
Other assets | - | - | 5,002 | 587,937 | - | - | 33,766 | 478,628 |
| | | | | | | | |
Liabilities | | | | | | | | |
Loans and financing (c) | 507,986 | - | 5,413,545 | 4,659,102 | 507,986 | - | 7,126,937 | 6,443,807 |
Suppliers | - | - | 34,695 | 10,765 | - | - | 1,241,293 | 1,523,952 |
Suppliers - Forfaiting | - | - | - | - | - | - | 353,236 | 365,696 |
Derivatives liabilities | 42,753 | - | - | - | 236,947 | 409,662 | - | - |
Leases | - | - | - | - | - | - | 5,973,420 | 912,145 |
(a) The Company manages its financial investments to pay its short-term operational expenses.
(b) Excludes judicial deposits, as described in Note 13.
(c) The amount as of June 30, 2019, classified as measured at fair value through profit or loss, is related to the derivative contracted through Exchange Senior Notes. For further information, see Note 18.1.1.
(d) Items classified as amortized cost refer to credits, debt with private institutions which, in any early settlement, there are no substantial alterations in relation to the values recorded, except the amounts related to Perpetual Notes and Senior Notes, as disclosed in Note 18. The fair values approximate the book values, according to the short-term maturity period of these assets and liabilities. During the period ended June 30, 2019, there was no change on the classification between categories of the financial instruments.
60
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
The Company's derivative financial instruments were recognized as follows:
| Fuel | Interest rate | Exchange rate | Capped Call | Exchangeable Senior Notes | Total |
Derivative liabilities as of December 31, 2018 (*) | (363,268) | (46,394) | - | - | - | (409,662) |
Fair value variations: | | | | | | |
Gains (loss) recognized in profit or loss (a) | (6,395) | (1,247) | 1,978 | (158,676) | (66,622) | (230,962) |
Gains (loss) recognized in other comprehensive income (loss) | 268,106 | (127,920) | - | - | - | 140,186 |
Settlements (payments received) during the period | 13,098 | 76,315 | (1,978) | 115,928 | - | 203,363 |
Derivative liabilities as of June 30, 2019 (*) | (88,459) | (99,246) | - | (42,748) | - | (230,453) |
Unrealized loss on the exchangeable note (**) | - | - | - | - | (66,622) | (66,622) |
| | | | | | |
Changes in other comprehensive income (loss): | | | | | | |
Balances as of December 31, 2018 | (378,702) | (121,320) | - | - | - | (500,022) |
Fair value adjustments during the period | 267,661 | (127,920) | - | - | - | 139,741 |
Time value of options | 445 | - | - | - | - | 445 |
Net reversal to profit or loss (b) | 10,767 | 5,297 | - | - | - | 16,064 |
Balances as of June 30, 2019 | (99,829) | (243,943) | - | - | - | (343,772) |
| | | | | | |
Effects on profit or loss (a-b) | (17,162) | (6,544) | 1,978 | (158,676) | (66,622) | (247,026) |
| | | | | | |
Recognized in operating income (loss) | (10,766) | (4,099) | - | - | - | (14,865) |
Recognized in financial income (loss) | (6,396) | (2,445) | 1,978 | (158,676) | (66,622) | (232,161) |
(*) Classified as “Derivatives” rights or obligations, if assets or liabilities.
(**) Recorded under “Loans and financing”.
The Company may adopt hedge accounting for derivatives contracted to hedge cash flow and that qualify for this classification as per CPC 48 - “Financial Instruments” (IFRS 9). As of June 30, 2019, the Company adopts cash flow hedge for the interest rate (mainly the Libor interest rates) and jet fuel.
33.1.Market risks
33.1.1. Fuel risk
The aircraft fuel prices fluctuate due to the volatility of the price of crude oil by product price fluctuations. To mitigate the risk of fuel price, as of June 30, 2019, the Company held call options and WTI, Brent and Collar derivatives. In the period ended June 30, 2019, the Company recognized total losses of R$17,162 related to derivatives operations in the statement of operations (gains of R$38,206 in the period ended June 30, 2018).
In the periods ended June 30, 2019 and December 31, 2018, the Company held derivatives operations designated and not designated for “hedge accounting”.
33.1.2. Interest rate risk
The Company is mainly exposed to lease transactions indexed to variations in the Libor rate until the aircraft is received. To mitigate such risks, the Company has derivative financial instruments of interest rate (Libor) swaps. During the period ended June 30, 2019, the Company recognized total losses with interest hedging transactions in the amount of R$6,544 (loss of R$11,508 in the period ended June 30, 2018).
As of June 30, 2019 and December 31, 2018, the Company and its subsidiaries had interest rate swap derivatives recorded as hedge accounting.
61
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
33.1.3. Foreign currency risk
Foreign currency risk derives from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. During the period ended June 30, 2019, the Company recognized a total gain with foreign exchange hedge operations in the amount of R$1,978 (there were no foreign exchange hedge operations in the period ended June 30, 2018).
The Company’s foreign currency exposure is summarized below:
| Parent Company | Consolidated |
| 06/30/2019 | 12/31/2018 | 06/30/2019 | 12/31/2018 |
Assets | | | | |
Cash, equivalents, short-term investments and restricted cash | 596,876 | 373,431 | 890,438 | 963,973 |
Trade receivables | - | - | 163,449 | 148,538 |
Deposits | 48,542 | - | 995,179 | 885,804 |
Derivatives | - | - | 6,494 | - |
Other assets | - | 352,437 | - | 352,437 |
Total assets | 645,418 | 725,868 | 2,055,560 | 2,350,752 |
| | | | |
Liabilities | | | | |
Loans and financing | 5,921,531 | 4,659,102 | 6,912,137 | 5,576,835 |
Leases | - | - | 5,926,365 | 912,145 |
Foreign currency suppliers | 33,270 | 10,378 | 571,869 | 903,287 |
Derivatives | 42,753 | - | 236,947 | 409,662 |
Total liabilities | 5,997,554 | 4,669,480 | 13,647,318 | 7,801,929 |
| | | | |
Exchange exposure | 5,352,136 | 3,943,612 | 11,591,758 | 5,451,177 |
| | | | |
Commitments not recorded in the statements of financial position | | | | |
Future commitments resulting from operating leases (*) | - | - | - | 7,135,784 |
Future commitments resulting from firm aircraft orders | 62,540,419 | 63,235,639 | 62,540,419 | 63,235,639 |
Total | 62,540,419 | 63,235,639 | 62,540,419 | 70,371,423 |
| | | | |
Total foreign currency exposure - R$ | 67,892,555 | 67,179,251 | 74,132,177 | 75,822,600 |
Total foreign currency exposure - US$ | 17,716,339 | 17,337,476 | 19,344,548 | 19,568,133 |
Exchange rate (R$/US$) | 3.8322 | 3.8748 | 3.8322 | 3.8748 |
(*) On January 1, 2019, as a result of the initial adoption of IFRS 16, the obligations corresponding to the operating leases were recognized in the Company’s statement of financial position, as per Note 4.1.1, as well as the corresponding right of use associated with this obligation.
The Company is mainly indexed to the U.S. dollar.
33.1.4. Capped Call
The Company, through Gol Equity Finance, in the context of the pricing of the Exchangeable Senior Notes issued on March 26, 2019 and April 17, 2019, as detailed in Note 18.1.1, contracted private derivative operations (“capped call”) with part of the Note subscribers with the purpose of minimizing the potential dilution of the Company’s preferred shares and ADSs.
The Company recognized total expenses with capped call operations in the amount of R$139,388 and R$158,676 for the three- and six-month periods ended June 30, 2019,respectively.
62
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
33.2. Credit risk
The credit risk is inherent in the Company’s operating and financing activities, mainly represented by cash and cash equivalents, short-term investments and trade receivables. Financial assets classified as cash, cash equivalents and short-term investments are deposited with counterparties rated investment grade or higher by S&P or Moody's (between AAA and AA-), pursuant to risk management policies.
Credit limits are set for all customers based on internal credit rating criteria and carrying amounts represent the maximum credit risk exposure. Customer creditworthiness is assessed based on an internal system of extensive credit rating. Outstanding trade receivables are frequently monitored by the Company.
Derivative financial instruments are contracted in the over-the-counter market (OTC) with counterparties rated investment grade or higher, or in a commodities and futures exchange (B3 or NYMEX), thus substantially mitigating credit risk. The Company's obligation is to evaluate counterparty risk involved in financial instruments and periodically diversify its exposure.
33.2.1. Liquidity risk
The schedules of financial liabilities held by the Company's consolidated financial liabilities on June 30, 2019 and December 31, 2018 are as follows:
| Parent Company |
| Less than 6 months | 1 - 5 Years | More than 5 years | Total |
Loans and financing | 133,484 | 5,182,296 | 605,751 | 5,921,531 |
Suppliers | 34,695 | - | - | 34,695 |
Derivatives liabilities | - | 42,753 | - | 42,753 |
As of June 30, 2019 | 168,179 | 5,225,049 | 605,751 | 5,998,979 |
| | | | |
Loans and financing | 123,873 | 1,499,402 | 3,035,827 | 4,659,102 |
Suppliers | 10,765 | - | - | 10,765 |
As of December 31, 2018 | 134,638 | 1,499,402 | 3,035,827 | 4,669,867 |
| Consolidated |
| Less than 6 months | 6 - 12 months | 1 - 5 years | More than 5 years | Total |
Loans and financing | 695,735 | 476,194 | 5,878,751 | 584,243 | 7,634,923 |
Leases | 669,001 | 618,298 | 3,474,720 | 1,211,401 | 5,973,420 |
Suppliers | 1,044,551 | 141,993 | 54,749 | - | 1,241,293 |
Suppliers - Forfaiting | 353,236 | - | - | - | 353,236 |
Derivatives liabilities | 93,995 | - | 142,952 | - | 236,947 |
As of June 30, 2019 | 2,856,518 | 1,236,485 | 9,551,172 | 1,795,644 | 15,439,819 |
| | | | | |
Loans and financing | 843,937 | 259,269 | 2,341,870 | 2,998,731 | 6,443,807 |
Leases | 195,354 | 60,563 | 650,441 | 5,787 | 912,145 |
Suppliers | 1,403,793 | 22 | 120,137 | - | 1,523,952 |
Suppliers - Forfaiting | 365,696 | - | - | - | 365,696 |
Derivatives liabilities | 95,773 | 99,671 | 214,218 | - | 409,662 |
As of December 31, 2018 | 2,904,553 | 419,525 | 3,326,666 | 3,004,518 | 9,655,262 |
63
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
33.3. Capital management
The table below shows the Company’s financial leverage as of June 30, 2019 and December 31, 2018:
| Consolidated |
| 06/30/2019 | 12/31/2018 |
Loans and financing | 7,634,923 | 6,443,807 |
Leases | 5,973,420 | 912,145 |
(-) Cash and cash equivalents | (996,485) | (826,187) |
(-) Short-term investments | (798,298) | (478,364) |
(-) Restricted cash | (587,791) | (822,132) |
A - Net debt | 11,225,769 | 5,229,269 |
B – Total deficit | (6,997,512) | (4,505,351) |
C = (B + A) - Total capital and net debt | 4,228,257 | 723,918 |
33.4. Sensitivity analysis of financial instruments
33.4.1. Foreign currency risk
As of June 30, 2019, the Company adopted the closing exchange rate of R$3.8322/US$1.00 as likely scenario. The table below shows the sensitivity analysis and the effect on profit or loss of exchange rate fluctuations in the exposure amount of the period as of June 30, 2019:
| | Parent Company | Consolidated |
| Exchange rate | Effect on profit or loss | Effect on profit or loss |
Net liabilities exposed to the risk of appreciation of the U.S. dollar | 3.8322 | (5,352,136) | (11,591,758) |
Dollar depreciation (-50%) | 1.9161 | 2,676,068 | 5,795,879 |
Dollar depreciation (-25%) | 2.8742 | 1,338,034 | 2,897,940 |
Dollar appreciation (+25%) | 4.7903 | (1,338,034) | (2,897,940) |
Dollar appreciation (+50%) | 5.7483 | (2,676,068) | (5,795,879) |
33.4.2. Fuel risk
As of June 30, 2019, through its subsidiary GLA, the Company had oil derivative agreements to hedge 67% of 12-month consumption, 56% of 24-month consumption and 13% of 30-month consumption. The probable scenarios used by the Company are the market curves at the close of June 28, 2019, both for derivatives that hedge against fuel price risk and derivatives that hedge against Libor interest rate risk.
The table below shows the sensitivity analysis in U.S. dollars of the fluctuations in jet fuel barrel prices:
| Fuel |
Reference factor: WTI 56.52 | US$/bbl (WTI) | R$ (000) |
Decline in prices/barrel (-50%) | 28.26 | (989,876) |
Decline in prices/barrel (-25%) | 42.39 | (520,324) |
Increase in prices/barrel (+25%) | 70.65 | 394,111 |
Increase in prices/barrel (+50%) | 84.78 | 960,286 |
64
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
33.4.3. Interest rate risk
As of June 30, 2019, the Company holds financial investments and financial liabilities indexed to several rates, and position in Libor derivatives. In its sensitivity analysis of non-derivative financial instruments, it was considered the impacts on yearly interest of the exposed values as of June 30, 2019 (see Note 18) that were exposed to fluctuations in interest rates, as the scenarios below show. The amounts show the impacts on profit or loss according to the scenarios presented below:
| Consolidated |
| Short-term investments net of financial debt (a) | Derivatives (c) |
Risk | Increase in the CDI rate | Decrease in the Libor rate | Decrease in the Libor rate |
Reference rates | 6.40% | 2.32% | 1.84% |
Exposure amount (probable scenario) (b) | (722,424) | 318,232 | (99,245) |
Remote favorable scenario (-50%) | 23,558 | (3,779) | (240,141) |
Possible favorable scenario (-25%) | 11,779 | (1,890) | (169,693) |
Possible adverse scenario (+25%) | (11,779) | 1,890 | (28,798) |
Remote adverse scenario (+50%) | 23,558) | 3,779 | 41,650 |
(a) Total invested and raised in the financial market at the CDI rate and Libor interest rate. A negative amount means more funding than investment.
(b) Balances recorded on June 30, 2019.
(c) Derivatives contracted to hedge the Libor rate variation embedded in the agreements for future delivery of aircraft.
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, 2019 and December 31, 2018:
| Parent Company |
| | 06/30/2019 | 12/31/2018 |
| Fair value level | Book value | Fair value | Book value | Fair value |
Cash and cash equivalents | Level 2 | 3,568 | 3,568 | 2,217 | 2,217 |
Short-term investments | Level 2 | - | - | 92,015 | 92,015 |
Restricted cash | Level 2 | 42,267 | 42,267 | 39,784 | 39,784 |
Fair value adjustment of derivatives | Level 1 | (507,986) | (507,986) | - | - |
Derivatives liabilities | Level 1 | (42,753) | (42,753) | - | - |
| Consolidated |
| | 06/30/2019 | 12/31/2018 |
| Fair value level | Book value | Fair value | Book value | Fair value |
Cash and cash equivalents | Level 2 | 6,391 | 6,391 | 307,538 | 307,538 |
Short-term investments | Level 1 | 23,567 | 23,567 | 21,100 | 21,100 |
Short-term investments | Level 2 | 774,731 | 774,731 | 457,264 | 457,264 |
Restricted cash | Level 2 | 587,791 | 587,791 | 822,132 | 822,132 |
Derivatives assets | Level 2 | 6,494 | 6,494 | - | - |
Fair value adjustment of derivatives | Level 1 | (507,986) | (507,986) | - | - |
Derivatives liabilities | Level 1 | (236,947) | (236,947) | (409,662) | (409,662) |
65
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
34. Liabilities from financing activities
The changes in liabilities from the Company’s financing activities in the periods ended June 30, 2019 and 2018 are as follows:
34.1. Parent Company
| | 06/30/2019 |
| | | | | Non-cash changes | |
| Opening balance | Cash flow | Interest paid | Capital increase | Exchange variations, net | Provision for interest and cost amortization | Unrealized hedge results | Other | Closing balance |
Short and long-term debt | 4,659,102 | 1,235,391 | (155,363) | - | (86,206) | 201,985 | 66,622 | - | 5,921,531 |
Derivatives | - | (115,928) | - | - | - | - | 158,676 | 5 | 42,753 |
Capital stock | 3,055,940 | 2,283 | - | 2,818 | - | - | - | - | 3,061,041 |
Capital reserves | 88,476 | 6,861 | - | - | - | - | - | - | 95,337 |
Shares to be issued | 2,818 | 300 | - | (2,818) | - | - | - | - | 300 |
| | | | | | | | | |
| 06/30/2018 |
| | | | | Non-cash changes | | |
| Opening balance | Cash flow | Income for the period | Interest payments and loan costs | Exchange variations, net | Provision for interest and cost amortization | Other | Closing balance |
Short and long-term debt | 4,034,975 | (143,677) | - | (68,755) | 677,275 | 160,821 | - | 4,660,639 |
Treasury shares | (4,168) | (15,929) | 19,685 | - | - | - | 286 | (126) |
Shares to be issued | - | 2,472 | - | - | - | - | - | 2,472 |
Capital stock | 3,082,802 | 7,298 | - | - | - | - | - | 3,090,100 |
Obligations to related parties | 135,010 | 18,008 | - | - | 3,612 | 4,617 | 1,388 | 162,635 |
66
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
34.2. Consolidated
| | 06/30/2019 |
| | | | | | | | Non-cash changes | | | | | |
| Opening balance | Cash flow | Income for the period | Interest on equity distributed by Smiles | Interest paid | Initial adoption adjustment – CPC 06 (R2) | Capital increase | Gains on change in investment | Exchange variations, net | Provision for interest and cost amortization | Unrealized hedge results | Other | Derivatives | Property, plant and equipment acquisition through financing | Closing balance |
Short and long-term debt | 6,443,807 | 1,024,165 | - | - | (197,268) | - | - | - | (90,304) | 246,279 | 66,622 | - | - | 141,622 | 7,634,923 |
Leases | 912,145 | (760,419) | - | - | (11,978) | 5,370,868 | - | - | (58,590) | 248,455 | - | (137,037) | - | 409,976 | 5,973,420 |
Derivatives | 409,662 | (115,928) | - | - | - | - | - | - | - | - | 8,090 | - | (64,877) | - | 236,947 |
Other liabilities | 147,239 | (209,397) | - | 143,136 | - | - | - | - | - | - | - | (15,369) | - | - | 65,609 |
Capital stock | 2,942,612 | 2,283 | - | - | - | - | 2,818 | - | - | - | - | - | - | - | 2,947,713 |
Capital reserves | 88,476 | 6,861 | - | - | - | - | - | - | - | - | - | - | - | - | 95,337 |
Shares to be issued | 2,818 | 300 | - | - | - | - | (2,818) | - | - | - | - | - | - | - | 300 |
Non-controlling interests from Smiles | 480,061 | 172 | 141,312 | (143,136) | - | - | - | 649 | - | - | - | 495 | - | - | 479,553 |
| | | | | | | | | | | | | | | | |
06/30/2018 | 06/30/2018 |
| | | | | | Non-cash changes | | | |
| Opening balance | Cash flow | Dividends and interest on shareholders’ equity received | Income for the period | Interest payments and loan costs | Share-based payments | Exchange variations, net | Provision for interest on loans | Other | Write-off of property, plant and equipment and intangible assets | Closing balance |
Short and long-term debt | 7,105,667 | (46,593) | - | - | (151,020) | - | 1,007,832 | 233,594 | 48,835 | (166,663) | 8,031,652 |
Treasury shares | (4,168) | (15,929) | - | - | - | 19,685 | - | - | 286 | - | (126) |
Shares to be issued | - | 2,472 | - | - | - | - | - | - | - | - | 2,472 |
Capital stock | 3,082,802 | 7,298 | - | - | - | - | - | - | - | - | 3,090,100 |
Non-controlling interests from Smiles | 412,013 | (213,819) | 42,128 | 127,395 | - | 125 | - | - | 601 | - | 368,443 |
67
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
35. Non-cash transactions
| Consolidated |
| 06/30/2019 | 06/30/2018 |
| | |
Deposits in guarantee for lease agreements | (476) | - |
Maintenance reserve | (3,311) | - |
Write-off of lease agreements | (27,162) | - |
Property, plant and equipment acquisition through financing | 141,622 | 48,836 |
36. Insurance
As of June 30, 2019, insurance coverage by nature, considering the aircraft fleet in relation to the maximum reimbursable amounts indicated in U.S. dollars, along with Smiles’ insurance coverage, is as follows:
| In thousands of R$ | In thousands of US$ |
GLA | | |
Guarantee – hull/war | 325,737 | 85,000 |
Civil liability per event/aircraft (a) | 2,874,150 | 750,000 |
Inventories (local) (b) | 958,050 | 250,000 |
| | |
Smiles | | |
Rent insurance (Rio Negro – Alphaville complex) | 1,238 | - |
D&O liability insurance | 100,000 | - |
Fire insurance (Property insurance Rio Negro – Alphaville complex) | 12,747 | - |
(a) In accordance with the agreed amount for each aircraft up to the maximum limit indicated.
(b) Values per incident and annual aggregate.
Pursuant to Law No. 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 GLA may be required to pay, for amounts exceeding the limit of the insurance policies effective since September 10, 2001, limited to the amount in Brazilian Reais equivalent to US$1.0 billion.
37. Subsequent events
37.1.Change in credit rating
As per the Material Fact disclosed on July 10, 2019, Fitch Ratings upgraded the Company’s credit rating, as follows:
· the Company’s national scale rating was upgraded from BBB- to A-, with a stable outlook; and
· the foreign and local currency Issuer Default Ratings (“IDR”), Senior Notes IV and VIII, and Perpetual Notes were upgraded from B to B+, with a stable outlook.
37.2.Oceanair’s Auction
On July 10, 2019, as part of the Recovery Plan of Oceanair, the Company submitted bids to acquire certain isolated production units (“UPIs”) in the amount of US$77,310.Until the publication of this interim financial information, the acquisition of the UPIs was subject to certain precedent conditions, including approvals by the Brazilian Antitrust Authority (“CADE”), approvals by Brazil’s National Civil Aviation Agency (“ANAC”) and confirmations of the auction by the judicial branch.
68
| Notes to the interim financial information June 30, 2019 (In thousands of Brazilian reais - R$, except when otherwise indicated) |
37.3. Additional Exchangeable Senior Notes
Through the Material Fact of July 17, 2019, GOL Equity Finance announced that it priced an additional offering of Exchangeable Senior Notes (“Notes”) in the amount of US$80,000 due in 2024 and remunerated at 3.75% p.a., to be consolidated and form a single fungible series with the Exchangeable Senior Notes issued on March 26, 2019 and April 17, 2019, in the amount of US$345,000 (for further information, see Note 18.1.1). The amount may be settled in cash, ADSs or through a combination of both.
In the context of the exercise of the option to purchase the additional Notes by the initial subscribers, the Company expects to enter into private capped call transactions with some of the subscribers, through which it is generally expected to reduce the potential dilution of the Company’s preferred shares and ADSs, under the same terms as the original issue.
The Company will use the proceeds from the issue of the additional offering to acquire certain premium issued by the Parent Company, pay costs related to the capped call and finance its operations.
37.4. Capital increase
On July 31, 2019, the Company's Board of Directors approved the capital increase, within the authorized capital limit, in the amount of R$300, through the issuance of 84,477 preferred shares, all nominative and without par value, resulting from exercise of the stock option granted under the Stock Option Plan.
37.5. Company’s Share Repurchase Program – Stock Options Plan
The Board of Directors, on July 31, 2019, approved the establishment of a Repurchase Program of the Company, pursuant to article 30, paragraph 1, item “b” of the Brazilian Corporate Law and CVM Instruction 567 2015, whereby the Company may acquire up to 3,000,000 (three million) preferred, registered, book-entry, non-par preferred shares, corresponding to up to 1,1182% of the total preferred shares issued by it and up to 2.2275% of the outstanding shares. The acquisition operations will be carried out at B3 - Brasil, Bolsa, Balcão, at market price.
37.6. Company’s Share Repurchase Program – Restricted shares
On July 31, 2019, the Company's Board of Directors approved the proposal to novate the grant of restricted shares of 2016 under the Long Term Incentive Plan approved on April 19, 2012. Such Approval is subject to future approval at the shareholders' meeting.
69
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 1, 2019
GOL LINHAS AÉREAS INTELIGENTES S.A. |
| |
| |
By: | /s/ Richard F. Lark, Jr. |
| Name: Richard F. Lark, Jr. 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 of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates,” “believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.