PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
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___
registrant in connection with Rule 12g3-2(b):
(Free translation into English from the original previously issued in Portuguese)
Individual and consolidated
Interim financial information
GOL Linhas Aéreas Inteligentes S.A.
March 31, 2016
and report on review of interim financial information
GOL Linhas Aéreas Inteligentes S.A.
Individual and consolidated Interim financial information
March 31, 2016
| Contents | |
| Performance report | 01 |
| Report of the statutory audit committee (CAE) | 07 |
| Directors' statement on the interim financial information | 08 |
| Directors' statement on Independent auditor’s report on review of the interim financial information | 09 |
| Independent auditor’s report on review of the interim financial information | 10 |
| Capital | 12 |
| Individual interim financial information for the period ended March 31, 2016 | |
| Statements of financial position | 13 |
| Statements of operations | 15 |
| Statements of comprehensive loss | 16 |
| Statements of cash flows | 17 |
| Statements of changes in equity | 18 |
| Statements of value added | 20 |
| Consolidated interim financial information for the period ended March 31, 2016 | |
| Statements of financial position | 21 |
| Statements of operations | 23 |
| Statements of comprehensive loss | 24 |
| Statements of cash flows | 25 |
| Statements of changes in equity | 27 |
| Statements of value added | 29 |
| Notes to the interim financial information | 30 |
Performance report
We announce GOL’s result for the first quarter of 2016, reflecting the adoption of measures to enhance the Company’s liquidity position and bring its capital structure in line with Brazil’s macroeconomic environment, which has been negatively impacted by political instability and consequent economic volatility. Since 2015, the Company has been working on several initiatives to overcome the recessionary environment, with the support of all its stakeholders: shareholders, banks, unsecured bondholders and suppliers, among others.
In the first three months of the year, we recorded net revenue from operations 8.3% higher than in the same period in 2015, reaching R$2,713.1 million. Our recurring operating income in the first quarter of 2016 was R$224.6 million, representing an operational margin of 8.3%. Non-recurring on the anticipated return of aircraft under finance lease contracts and gains on sale-leaseback transactions was R$212.6 million during the period.
Our cash position at March 31, 2016 was R$1,815.1 million, a decrease of 21.1% from year-end 2015, and was equivalent to 18.2% of our last twelve months (LTM) net revenues. Cash available was R$658.4 million (6.6% of LTM net revenue), excluding the amount held by Smiles and restricted cash.
Since the first quarter of 2015, we have been working on a number of initiatives to address issues relating to liquidity and capital structure. These include: (1) flexibility in our aircraft delivery schedule for 2016 and 2017, which decreased from 15 deliveries to 1 aircraft delivery - resulting up to R$555 million in cash flow to help fund the exchange offer for our US Dollar-demonimated bonds; (2) the advance ticket sales of up to R$1 billion to Smiles; (3) better supplier terms resulting in R$300 million per year of annual cash savings and; (4) changes in our route network, including the suspension of flights to eight destinations with an expected decrease year-over-year in the number of take-offs between 15% and 18%.
Furthermore, we are working on the following additional initiatives: (1) the renegotiation of debentures issued in the domestic capital market with Brazilian banks, with a possible extension of payment terms and waiver of contractual covenants; (2) negotiations with aircraft lessors to reduce our fleet by 20 aircraft, with the support of SkyWorks Capital; and (3) the improvement of our capital structure with the assistance of PJT Partners, through a private exchange offer to exchange up to US$781.4 million of our unsecured US Dollar-denominated bonds for new secured bonds.
We are confident that the completion of the ongoing restructuring plan will ensure that GOL emerges from the current political and economic crisis in the best competitive position.
We remain focused, in all aspects, on being the best Brazilian airline. A clear demonstration of this is our continuing leadership in on time performance in the domestic market in the first quarter of 2016, with a 95% rate. In March, we registered a rate of 97.6%.
Since January, we have performed significantly better with regard to damaged and misplaced luggage. In March, we achieved the lowest rate of occurrence per 1,000 boarded passengers in the last 36 months: 1.87 - this was the best indicator of our historical series, and represents a decrease of 31% compared to March 2015.
The 2016 Summer Olympic Games will be hosted in the city of Rio de Janeiro (taking place between August 5 and 21) as well as the Summer Paralympic Games (taking place between September 7 and 18) - the first time that they have been held in South America. Our route network for the event will include extra flights and timetable changes to meet the demand concentrated in Rio de Janeiro. In addition to these adjustments, since 2013, in advance of the 2014 World Cup, we have invested in evolving technology platforms to improve passenger experience, especially given the larger number of international passengers. For example, our self-service kiosks feature in addition to Portuguese, provide menus and operations in English, Spanish and French.
We would like to thank all our employees, investors and stakeholders for their support and commitment during the implementation of GOL’s restructuring plan. I feel confident that the Company will emerge strengthened from this restructuring phase.
Paulo Sérgio Kakinoff
CEO of GOL Linhas Aéreas Inteligentes S.A.
2
Operating and financial indicators
|
Traffic Data - GOL |
1Q16 |
1Q15 |
% Var. |
4Q15 |
% Var. |
|
RPK GOL – Total |
9,497 |
10,172 |
-6.6% |
9,440 |
0.6% |
|
RPK GOL - Domestic |
8,396 |
8,920 |
-5.9% |
8,415 |
-0.2% |
|
RPK GOL - International |
1,102 |
1,252 |
-12.0% |
1,025 |
7.5% |
|
ASK GOL – Total |
12,262 |
13,033 |
-5.9% |
12,518 |
-2.0% |
|
ASK GOL – Domestic |
10,856 |
11,308 |
-4.0% |
11,071 |
-1.9% |
|
ASK GOL - International |
1,406 |
1,725 |
-18.5% |
1,447 |
-2.9% |
|
GOL Load Factor - Total |
77.5% |
78.1% |
-0.6 p.p |
75.4% |
2.1 p.p |
|
GOL Load Factor - Domestic |
77.3% |
78.9% |
-1.6 p.p |
76.0% |
1.3 p.p |
|
GOL Load Factor - International |
78.4% |
72.6% |
5.8 p.p |
70.8% |
7.4 p.p |
|
Operational Data |
1Q16 |
1Q15 |
% Var. |
4Q15 |
% Var. |
|
Revenue Passengers - Pax on board ('000) |
9,042.8 |
10,120.9 |
-10.7% |
9,583.5 |
-5.6% |
|
Aircraft Utilization (Block Hours/Day) |
10.7 |
11.7 |
-8.2% |
11.1 |
-3.2% |
|
Departures |
74,198 |
80,814 |
-8.2% |
79,377 |
-6.5% |
|
Average Stage Length (km) |
978 |
951 |
2.8% |
933 |
4.8% |
|
Fuel consumption (mm liters) |
373 |
402 |
-7.2% |
391 |
-4.6% |
|
Full-time employees at period end |
15,798 |
16,825 |
-6.1% |
16,472 |
-4.1% |
|
Average Operating Fleet |
131 |
130 |
0.5% |
132 |
-0.8% |
|
Financial Data |
1Q16 |
1Q15 |
% Var. |
4Q15 |
% Var. |
|
Net YIELD (R$ cents) |
25.68 |
21.90 |
17.3% |
24.64 |
4.2% |
|
Net PRASK (R$ cents) |
19.89 |
17.09 |
16.4% |
18.58 |
7.0% |
|
Net RASK (R$ cents) |
22.13 |
19.22 |
15.1% |
21.19 |
4.4% |
|
CASK (R$ cents) |
18.53 |
18.03 |
2.8% |
21.94 |
-15.6% |
|
CASK ex-fuel (R$ cents) |
12.36 |
12.00 |
3.0% |
14.99 |
-17.6% |
|
CASK (R$ cents) adjusted4 |
20.26 |
18.09 |
12.0% |
21.96 |
-7.7% |
|
CASK ex-fuel (R$ cents) adjusted4 |
14.09 |
12.06 |
16.9% |
15.01 |
-6.1% |
|
Average Exchange Rate 1 |
3.9022 |
2.8702 |
36.0% |
3.8441 |
1.5% |
|
End of period Exchange Rate 1 |
3.5589 |
3.2080 |
10.9% |
3.9048 |
-8.9% |
|
WTI (avg. per barrel, US$) 2 |
33.6 |
48.6 |
-30.8% |
42.2 |
-20.2% |
|
Price per liter Fuel (R$) 3 |
2.03 |
1.96 |
3.8% |
2.22 |
-8.7% |
|
Gulf Coast Jet Fuel Cost (average per liter, US$)2 |
0.26 |
0.43 |
-39.1% |
0.34 |
-22.7% |
Bloomberg; 3. Fuel expenses/liters consumed; 4. excluding non-recurring gain on the anticipated return of aircraft under finance lease contracts and sale-leaseback transaction
3
Domestic market – GOL
Domestic supply decreased by 4.0% in the quarter, reflecting the start of network adjustments in 2016, with the aim of reducing it between 5% and 8% over the year.
Domestic demand fell by 5.9% in 1Q16, leading to a load factor of 77.3%, a decrease of 1.6 p.p.
GOL transported 8.5 million passengers in the domestic market in the quarter, representing a decrease of 10.9% when compared to the same period in 2015. The Company maintained its leadership position in the number of transported passengers in Brazil’s domestic aviation market.
International market - GOL
In the international market, supply was reduced by 18.5% in 1Q16 due to network adjustments over the year. Demand fell by 12.0% in the quarter, registering a load factor of 78.4%, 5.8 p.p. higher.
During the first quarter of 2016, GOL transported 541.7 thousand passengers in the international market, 6.5% lower compared to the same period in 2015.
Volume of departures and Total seats - GOL
The volume of departures in the overall system was reduced by 16.6% and 8.2% in the month of March and the quarter, respectively. The total number of seats available to the market fell 16.5% in the month and 8.2% in 1Q16.
PRASK and Yield
Net PRASK grew by 16.4% and 7.0% and yield increased by 17.3% and 4.2%, in comparison with 1Q15 and 4Q15, respectively.
Operational fleet and fleet plan
|
Fleet plan |
2016 |
2017 |
2018 |
>2018 |
Total |
|
Fleet (End of Period) |
125 |
125 |
128 |
|
|
|
Aircraft Commitments (R$ million)* |
607.9 |
- |
1,952.3 |
50,511.8 |
53,072.0 |
|
Pre-Delivery Payments (R$ million) |
- |
313.3 |
528.1 |
5,880.9 |
6,722.3 |
|
Final |
1Q16 |
1Q15 |
Var. |
4Q15 |
Var. |
|
Boeing 737-NG Family |
143 |
140 |
+3 |
144 |
-1 |
|
737-800 NG |
107 |
105 |
+2 |
107 |
- |
|
737-700 NG |
36 |
35 |
+1 |
37 |
-1 |
|
Opening for rent Type |
1Q16 |
1Q15 |
Var. |
4Q15 |
Var. |
|
Financial Leasing (737-NG) |
39 |
45 |
-6 |
46 |
-7 |
|
Operating Leasing |
104 |
95 |
+9 |
98 |
+6 |
*Non-operational
4
At the end of 1Q16, out of a total of 143 Boeing 737-NG aircraft, GOL was operating 136 aircraft on its routes. Of the 7 remaining aircraft, 2 were in the process of being returned to the lessors and 5 were sent via sub-leased to other airlines.
GOL has 104 aircraft under operating leases and 39 under finance leases, 35 of which have a purchase option for when their leasing contracts expire.
The average age of the fleet was 7.7 years at the end of 1Q16. In order to maintain this average low , the Company has 122 firm aircraft acquisition orders with Boeing
Capex
GOL posted a negative net investment of R$207 million in the quarter, in light of the return of R$374 million in PDPs. For more details on changes in property, plant and equipment, see Note 15 of the interim financial statements.
2016 Guidance
|
2016 Financial Guidance |
Range |
1Q16 Results | ||
|
From |
To | |||
|
Total supply (ASK) |
-5% |
-8% |
-6% | |
|
Total seats |
-15% |
-18% |
-8% | |
|
Total volume of departures |
-15% |
-18% |
-8% | |
Given the impact of the economic scenario, the Company’ guidance may be revised in order to incorporate the evolution of its operating and financial performance and any eventual changes in interest rate, exchange rate, GDP and WTT and Brent oil price trends.
5
Report of the statutory audit committee (CAE)
The Statutory Audit Committee of GOL LINHAS AÉREAS INTELIGENTES S.A., in accordance with its bylaws and legal provisions, examined the interim financial information for the quarter ended March 31, 2016. Based on the procedures performed, considering also the independent auditor’s report - Ernst & Young Auditores Independentes S.S., and the information and explanations received during the period, opines that these documents are able to be appreciated by the Board Shareholder’s Meeting.
São Paulo, May 11, 2016.
Richard F. Lark
Member of the Statutory Audit Committee
Germán Pasquale Quiroga Vilardo
Member of the Statutory Audit Committee
Antônio Kandir
Member of the Statutory Audit Committee
6
Directors' statement on the interim financial information
In accordance with CVM Rule nº480/09, the Directors declare that discussed, reviewed and agreed with the interim financial information for the quarter ended March 31, 2016.
São Paulo, May 11, 2016.
Paulo Sérgio Kakinoff
Chief Executive Officer
Edmar Prado Lopes Neto
Vice President and Investor Relations Officer
7
Directors' statement on the interim financial information
In accordance with Instrução CVM 480/09, the Directors declare that discussed, reviewed and agreed with the report on review of interim financial information for the quarter ended March 31, 2016.
São Paulo, May 11, 2016.
Paulo Sérgio Kakinoff
Chief Executive Officer
Edmar Prado Lopes Neto
Vice President and Investor Relations Officer
8
(A free translation from the original in Portuguese into English)
Report on review of interim financial information
To
The Shareholders, Board of Directors and Officers
Gol Linhas Aéreas Inteligentes S.A.
São Paulo - SP
Introduction
We have reviewed the individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. (the “Company”), included in the Quarterly Information (ITR) for the three-month period ended March 31, 2016, which comprises the balance sheets as at March 31, 2016 and the related interim statements of operations, comprehensive income (loss), changes in equity and cash flows for the three-month period then ended, and explanatory notes.
Management is responsible for the preparation and presentation of these individual interim financial information in accordance with the Technical Pronouncement CPC 21 (R1) – Interim Financial Reporting (“CPC 21”) and the consolidated interim financial information in accordance with CPC 21 and International Financial Reporting Standard IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB) (“IAS 34”), as well as for the presentation of these information in compliance with the rules issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 – Review of Interim Financial
Information Performed by the Independent Auditor of the Entity, and ISRE 2410 -
Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. 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 and audit opinion.
Conclusion on the interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Quarterly Information referred above are not prepared, in all material respects, in accordance with CPC 21 and IAS 34 applicable to the preparation of Quarterly Information (ITR), and presented in compliance with the rules issued by the CVM.
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the three-month period ended March 31, 2016, prepared under the responsibility of the Company’s management, the presentation of which in the interim financial information is required by the rules from CVM, applicable to preparation of Quarterly Information (ITR), and as supplementary information for IFRS, which do not require a statement of value added presentation. These statements have been subject to the same review procedures previously described above and, based on our review, nothing has come to our attention that causes us believe that the statements of value added were not prepared, in all significant respects, in relation to the overall interim individual and consolidated financial information.
São Paulo, May 11, 2016.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Luiz Carlos Passetti
Accountant CRC-1SP144343/O-3
9
|
Number of shares |
Current Year |
|
03/31/2016 | |
|
Paid-in capital |
5,035,037,140 |
|
Preferred shares |
203,383,968 |
|
Total |
5,238,421,108 |
|
|
|
|
Treasury shares |
1,495,120 |
|
Total |
1,495,120 |
10
|
Individual Interim financial information / Statements of Financial Position – Assets (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Current Year 03/31/2016 |
Prior Year 12/31/2015 |
|
1 |
Total assets |
2,847,000 |
2,842,000 |
|
1.01 |
Current assets |
372,000 |
683,000 |
|
1.01.01 |
Cash and cash equivalents |
168,000 |
387,000 |
|
1.01.02 |
Short-term investments |
160,000 |
195,000 |
|
1.01.06 |
Recoverable taxes |
8,000 |
6,000 |
|
1.01.08 |
Other current assets |
36,000 |
95,000 |
|
1.01.08.01 |
Noncurrent assets held for sale |
- |
59,000 |
|
1.01.08.01.01 |
Restricted cash |
- |
59,000 |
|
1.01.08.03 |
Others |
36,000 |
36,000 |
|
1.02 |
Noncurrent assets |
2,475,000 |
2,159,000 |
|
1.02.01 |
Long-term assets |
1,502,000 |
963,000 |
|
1.02.01.06 |
Taxes |
24,000 |
25,000 |
|
1.02.01.06.01 |
Deferred taxes |
8,000 |
8,000 |
|
1.02.01.06.02 |
Recoverable taxes |
16,000 |
17,000 |
|
1.02.01.08 |
Related-party transactions |
1,419,000 |
883,000 |
|
1.02.01.08.04 |
Other related-party transactions |
1,419,000 |
883,000 |
|
1.02.01.09 |
Other noncurrent assets |
59,000 |
55,000 |
|
1.02.01.09.03 |
Deposits |
34,000 |
31,000 |
|
1.02.01.09.04 |
Restricted cash |
25,000 |
24,000 |
|
1.02.02 |
Investments |
282,000 |
213,000 |
|
1.02.03 |
Property, plant and equipment |
691,000 |
983,000 |
11
 |
Individual Interim financial information / Statements of Financial Position – Liabilities (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Current Year 03/31/2016 |
Prior Year 12/31/2015 |
|
2 |
Total liabilities and stockholder’s equity |
2,847,000 |
2,842,000 |
|
2.01 |
Current liabilities |
66,000 |
136,000 |
|
2.01.02 |
Suppliers |
4,000 |
7,000 |
|
2.01.04 |
Short-term debt |
62,000 |
128,000 |
|
2.01.05 |
Other liabilities |
- |
1,000 |
|
2.01.05.02 |
Others |
- |
1,000 |
|
2.01.05.02.04 |
Other liabilities |
- |
1,000 |
|
2.02 |
Noncurrent liabilities |
6,633,000 |
7,253,000 |
|
2.02.01 |
Long-term debt |
3,862,000 |
4,239,000 |
|
2.02.02 |
Other non-current liabilities |
25,000 |
27,000 |
|
2.02.02.01 |
Liabilities with related-party transactions |
25,000 |
27,000 |
|
2.02.04 |
Provisions |
2,746,000 |
2,987,000 |
|
2.02.04.02 |
Others provisions |
2,746,000 |
2,987,000 |
|
2.02.04.02.04 |
Loss on investment |
2,746,000 |
2,987,000 |
|
2.03 |
Shareholder’s equity |
(3,852,000) |
(4,547,000) |
|
2.03.01 |
Issued capital |
3,038,000 |
3,038,000 |
|
2.03.01.01 |
Capital stock |
3,080,000 |
3,080,000 |
|
2.03.01.02 |
Share issuance costs |
(42,000) |
(42,000) |
|
2.03.02 |
Capital reserves |
183,000 |
179,000 |
|
2.03.02.01 |
Premium on issue of shares |
28,000 |
28,000 |
|
2.03.02.02 |
Special reserve |
71,000 |
71,000 |
|
2.03.02.05 |
Treasury shares |
(22,000) |
(23,000) |
|
2.03.02.07 |
Treasury shares |
106,000 |
103,000 |
|
2.03.05 |
Accumulated losses |
(7,572,000) |
(8,275,000) |
|
2.03.06 |
Equity valuation adjustments |
499,000 |
511,000 |
|
2.03.06.01 |
Equity valuation adjustments |
(191,000) |
(179,000) |
|
2.03.06.02 |
Gains on change in investment |
690,000 |
690,000 |
12
 |
Individual Interim financial information / Statements of Operations (In thousands of Brazilian Reais – R$) |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
3.04 |
Operating expenses/revenues |
535,000 |
(274,000) |
|
3.04.02 |
General and administrative expenses |
(2,000) |
(3,000) |
|
3.04.04 |
Other operating income, net |
213,000 |
8,000 |
|
3.04.06 |
Equity results |
324,000 |
(279,000) |
|
3.05 |
Income (loss) before financial result, net |
535,000 |
(274,000) |
|
3.06 |
Financial result |
168,000 |
(424,000) |
|
3.06.01 |
Financial income |
263,000 |
3,000 |
|
3.06.01.01 |
Financial income |
23,000 |
3,000 |
|
3.06.01.02 |
Exchange rate variation, net |
240,000 |
- |
|
3.06.02 |
Financial expenses |
(95,000) |
(427,000) |
|
3.06.02.01 |
Financial expenses |
(95,000) |
(56,000) |
|
3.06.02.02 |
Exchange rate variation, net |
- |
(371,000) |
|
3.07 |
Loss before income taxes |
703,000 |
(698,000) |
|
3.08 |
Income taxes |
- |
(7,000) |
|
3.08.01 |
Current income taxes |
- |
(5,000) |
|
3.08.02 |
Deferred income taxes |
- |
(2,000) |
|
3.09 |
Result from continuing operations, net |
703,000 |
(705,000) |
|
3.11 |
Net income (loss) for the period |
703,000 |
(705,000) |
|
3.99 |
Income (loss) per share – (Reais/share) |
|
|
|
3.99.01 |
Basic loss per share |
|
|
|
3.99.01.01 |
Common |
0.05800 |
(0.06200) |
|
3.99.01.02 |
Preferred |
2.03400 |
(2.37800) |
|
3.99.02 |
Diluted loss per share |
|
|
|
3.99.02.01 |
Common |
0.05800 |
(0.06200) |
|
3.99.02.02 |
Preferred |
2.03400 |
(2.37800) |
13
 |
Individual Interim financial information / Statements of Comprehensive Loss (In thousands of Brazilian Reais – R$) |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
4.01 |
Net income (loss) for the period |
703,000 |
(705,000) |
|
4.02 |
Other comprehensive income (loss) |
(12,000) |
(39,000) |
|
4.02.01 |
Cash flow hedges |
(18,000) |
(60,000) |
|
4.02.02 |
Tax effect |
6,000 |
21,000 |
|
4.03 |
Total comprehensive income (loss) for the period |
691,000 |
(744,000) |
14
 |
Individual Interim financial information / Statements of Cash Flows – Indirect Method (In thousands of Brazilian Reais – R$) |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
6.01 |
Net cash used in operating activities |
133,000 |
117,000 |
|
6.01.01 |
Cash flows from operating activities |
(606,000) |
745,000 |
|
6.01.01.02 |
Deferred taxes |
- |
2,000 |
|
6.01.01.03 |
Equity results |
(324,000) |
279,000 |
|
6.01.01.04 |
Share-based payments |
1,000 |
1,000 |
|
6.01.01.05 |
Exchange and monetary variations, net |
(263,000) |
472,000 |
|
6.01.01.06 |
Interest on debt and financial leases |
71,000 |
52,000 |
|
6.01.01.07 |
Interest paid |
(149,000) |
(61,000) |
|
6.01.01.08 |
Income tax paid |
(1,000) |
- |
|
6.01.01.10 |
Write-off property, plant and equipment and intangible assets |
59,000 |
- |
|
6.01.02 |
Changes assets and liabilities |
36,000 |
77,000 |
|
6.01.02.02 |
Financial applications used for trading |
26,000 |
57,000 |
|
6.01.02.03 |
Deposits |
(3,000) |
(3,000) |
|
6.01.02.05 |
Other assets |
- |
18,000 |
|
6.01.02.06 |
Suppliers |
(3,000) |
- |
|
6.01.02.07 |
Taxes payable |
1,000 |
2,000 |
|
6.01.02.08 |
Other obligations |
15,000 |
3,000 |
|
6.01.03 |
Others |
703,000 |
(705,000) |
|
6.01.03.01 |
Net income (loss) for the period |
703,000 |
(705,000) |
|
6.02 |
Net cash used in investing activities |
(356,000) |
(40,000) |
|
6.02.01 |
Advances for future capital increase |
- |
(3,000) |
|
6.02.02 |
Related-party transactions |
(647,000) |
- |
|
6.02.03 |
Restricted cash |
58,000 |
(4,000) |
|
6.02.06 |
Advances for property, plant and equipment acquisition |
233,000 |
(33,000) |
|
6.03 |
Net cash generated by financing activities |
- |
4,000 |
|
6.03.03 |
Related-party transactions |
- |
4,000 |
|
6.04 |
Exchange and monetary variations, net |
4,000 |
- |
|
6.05 |
Net increase (decrease) in cash and cash equivalents |
(219,000) |
81,000 |
|
6.05.01 |
Cash and cash equivalents at beginning of the period |
387,000 |
459,000 |
|
6.05.02 |
Cash and cash equivalents at end of the period |
168,000 |
540,000 |
15
 |
Individual Interim financial information / Statements of Changes in Equity From 01/01/2016 to 03/31/2016 (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Capital stock |
Capital reserves, options granted and treasury shares |
Accumulated losses |
Other comprehensive loss |
Total equity (deficit) |
|
5.01 |
Opening balance |
3,038,000 |
870,000 |
(8,275,000) |
(179,000) |
(4,546,000) |
|
5.03 |
Adjusted balance |
3,038,000 |
870,000 |
(8,275,000) |
(179,000) |
(4,546,000) |
|
5.04 |
Stockholder’s capital transactions |
- |
3,000 |
- |
- |
3,000 |
|
5.04.08 |
Stock options exercised |
- |
3,000 |
- |
- |
3,000 |
|
5.05 |
Total comprehensive loss |
- |
- |
703,000 |
(12,000) |
691,000 |
|
5.05.01 |
Net loss for the period |
- |
- |
703,000 |
- |
703,000 |
|
5.05.02 |
Other comprehensive loss |
- |
- |
- |
(12,000) |
(12,000) |
|
5.05.02.06 |
Other comprehensive result, net |
- |
- |
- |
(12,000) |
(12,000) |
|
5.07 |
Closing balance |
3,038,000 |
873,000 |
(7,572,000) |
(191,000) |
(3,852,000) |
16
 |
Individual Interim financial information / Statements of Changes in Equity From 01/01/2015 to 03/31/2015 (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Capital stock |
Capital reserves, options granted and treasury shares |
Accumulated losses |
Other comprehensive loss |
Total equity |
|
5.01 |
Opening balance |
2,582,000 |
853,000 |
(3,815,000) |
(139,000) |
(519,000) |
|
5.03 |
Adjusted balance |
2,582,000 |
853,000 |
(3,815,000) |
(139,000) |
(519,000) |
|
5.04 |
Stockholder’s capital transactions |
- |
5,000 |
- |
- |
5,000 |
|
5.04.08 |
Share-based payments |
- |
3,000 |
- |
- |
3,000 |
|
5.04.10 |
Gains on change on investment |
- |
2,000 |
- |
- |
2,000 |
|
5.05 |
Total comprehensive loss |
- |
- |
(705,000) |
(39,000) |
(744,000) |
|
5.05.01 |
Net loss for the period |
- |
- |
(705,000) |
- |
(705,000) |
|
5.05.02 |
Other comprehensive loss |
- |
- |
- |
(39,000) |
(39,000) |
|
5.05.02.06 |
Other comprehensive result, net |
- |
- |
- |
(39,000) |
(39,000) |
|
5.07 |
Closing balance |
2,582,000 |
858,000 |
(4,520,000) |
(178,000) |
(1,258,000) |
17
 |
Individual Interim financial information / Statements of Value Added (In thousands of Brazilian Reais – R$) |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
7.01 |
Revenue |
213,000 |
8,000 |
|
7.01.02 |
Other revenue |
213,000 |
8,000 |
|
7.01.02.02 |
Other operating income |
213,000 |
8,000 |
|
7.02 |
Acquired from third parties |
(1,000) |
(1,000) |
|
7.02.02 |
Material, power, third-party services and other |
(1,000) |
(1,000) |
|
7.03 |
Gross value added |
212,000 |
7,000 |
|
7.05 |
Added value produced |
212,000 |
7,000 |
|
7.06 |
Value added received in transfer |
361,000 |
(277,000) |
|
7.06.01 |
Equity in subsidiaries |
324,000 |
(279,000) |
|
7.06.02 |
Financial income |
37,000 |
2,000 |
|
7.07 |
Total wealth for distribution |
573,000 |
(270,000) |
|
7.08 |
Wealth for distribution |
573,000 |
(270,000) |
|
7.08.01 |
Employees |
1,000 |
1,000 |
|
7.08.01.01 |
Salaries |
1,000 |
1,000 |
|
7.08.02 |
Taxes |
- |
7,000 |
|
7.08.02.01 |
Federal taxes |
- |
7,000 |
|
7.08.03 |
Third-party capital remuneration |
(131,000) |
427,000 |
|
7.08.03.01 |
Interest |
(131,000) |
427,000 |
|
7.08.04 |
Return on own capital |
703,000 |
(705,000) |
|
7.08.04.03 |
Income (loss) for the period |
703,000 |
(705,000) |
18
 |
Consolidated Financial Information / Statements of Financial Position – Assets (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Current Year 03/31/2016 |
Prior Year 12/31/2015 |
|
1 |
Total assets |
9,544,000 |
10,369,000 |
|
1.01 |
Current assets |
2,338,000 |
2,462,000 |
|
1.01.01 |
Cash and cash equivalents |
967,000 |
1,072,000 |
|
1.01.02 |
Short-term investments |
435,000 |
551,000 |
|
1.01.02.01 |
Short-term investments at fair value |
435,000 |
551,000 |
|
1.01.02.01.03 |
Restricted cash |
- |
59,000 |
|
1.01.02.01.04 |
Short-term investments |
435,000 |
492,000 |
|
1.01.03 |
Trade receivables |
514,000 |
463,000 |
|
1.01.04 |
Inventories |
185,000 |
199,000 |
|
1.01.06 |
Recoverable taxes |
42,000 |
58,000 |
|
1.01.08 |
Other current assets |
195,000 |
119,000 |
|
1.01.08.03 |
Others |
195,000 |
119,000 |
|
1.01.08.03.03 |
Other credits |
195,000 |
117,000 |
|
1.01.08.03.04 |
Derivatives |
- |
2,000 |
|
1.02 |
Noncurrent assets |
7,206,000 |
7,907,000 |
|
1.02.01 |
Long-term assets |
1,774,000 |
1,917,000 |
|
1.02.01.06 |
Taxes |
176,000 |
181,000 |
|
1.02.01.06.01 |
Deferred Taxes |
104,000 |
108,000 |
|
1.02.01.06.02 |
Recoverable taxes |
72,000 |
73,000 |
|
1.02.01.09 |
Other noncurrent assets |
1,598,000 |
1,736,000 |
|
1.02.01.09.03 |
Restricted cash |
413,000 |
676,000 |
|
1.02.01.09.04 |
Deposits |
1,161,000 |
1,020,000 |
|
1.02.01.09.05 |
Other credits |
24,000 |
40,000 |
|
1.02.02 |
Investments |
14,000 |
18,000 |
|
1.02.03 |
Property, plant and equipment |
3,702,000 |
4,257,000 |
|
1.02.03.01 |
Property, plant and equipment in operation |
2,058,000 |
2,175,000 |
|
1.02.03.01.01 |
Other flight equipment |
1,525,000 |
1,420,000 |
|
1.02.03.01.02 |
Advances for property, plant and equipment acquisition |
417,000 |
624,000 |
|
1.02.03.01.04 |
Others |
116,000 |
131,000 |
|
1.02.03.02 |
Property, plant and equipment under leasing |
1,644,000 |
2,082,000 |
|
1.02.03.02.01 |
Property, plant and equipment under finance leases |
1,644,000 |
2,082,000 |
|
1.02.04 |
Intangible |
1,716,000 |
1,715,000 |
|
1.02.04.01 |
Intangible |
1,174,000 |
1,172,000 |
|
1.02.04.02 |
Goodwill |
542,000 |
542,000 |
19
 |
Consolidated Financial Information / Statements of Financial Position – Liabilities (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Current Year 03/31/2016 |
Prior Year 12/31/2015 |
|
2 |
Total liabilities and equity |
9,544,000 |
10,369,000 |
|
2.01 |
Current liabilities |
4,875,000 |
5,544,000 |
|
2.01.01 |
Salaries |
218,000 |
251,000 |
|
2.01.01.02 |
Salaries |
218,000 |
251,000 |
|
2.01.02 |
Suppliers |
952,000 |
902,000 |
|
2.01.03 |
Taxes payable |
136,000 |
119,000 |
|
2.01.04 |
Short-term debt |
837,000 |
1,397,000 |
|
2.01.05 |
Other current liabilities |
2,540,000 |
2,668,000 |
|
2.01.05.02 |
Others |
2,540,000 |
2,668,000 |
|
2.01.05.02.04 |
Taxes and landing fees |
293,000 |
314,000 |
|
2.01.05.02.05 |
Advance ticket sales |
878,000 |
1,207,000 |
|
2.01.05.02.06 |
Mileage program |
778,000 |
770,000 |
|
2.01.05.02.07 |
Advances from customers |
218,000 |
13,000 |
|
2.01.05.02.08 |
Other current liabilities |
213,000 |
223,000 |
|
2.01.05.02.09 |
Derivatives |
160,000 |
141,000 |
|
2.01.06 |
Provisions |
192,000 |
207,000 |
|
2.02 |
Noncurrent liabilities |
8,241,000 |
9,148,000 |
|
2.02.01 |
Long-term debt |
7,031,000 |
7,908,000 |
|
2.02.02 |
Other non-current liabilities |
314,000 |
331,000 |
|
2.02.02.02 |
Others |
314,000 |
331,000 |
|
2.02.02.02.03 |
Mileage program |
221,000 |
221,000 |
|
2.02.02.02.05 |
Taxes payable |
39,000 |
39,000 |
|
2.02.02.02.06 |
Other non-current liabilities |
54,000 |
71,000 |
|
2.02.03 |
Deferred taxes |
239,000 |
245,000 |
|
2.02.03.01 |
Deferred income tax and social Contribution |
239,000 |
245,000 |
|
2.02.04 |
Provisions |
657,000 |
664,000 |
|
2.03 |
Equity |
(3,572,000) |
(4,323,000) |
|
2.03.01 |
Capital stock |
2,925,000 |
2,925,000 |
|
2.03.01.01 |
Capital stock |
3,080,000 |
3,080,000 |
|
2.03.01.02 |
Share issuance costs |
(155,000) |
(155,000) |
|
2.03.02 |
Capital reserves |
183,000 |
179,000 |
|
2.03.02.01 |
Capital reserves |
28,000 |
28,000 |
|
2.03.02.02 |
Capital reserves |
71,000 |
71,000 |
|
2.03.02.05 |
Treasury shares |
(22,000) |
(23,000) |
|
2.03.02.07 |
Share-based payments reserve |
106,000 |
103,000 |
|
2.03.05 |
Accumulated losses |
(7,459,000) |
(8,162,000) |
|
2.03.06 |
Other comprehensive income |
499,000 |
511,000 |
|
2.03.06.01 |
Equity valuation adjustments |
(191,000) |
(179,000) |
|
2.03.06.02 |
Gains on change in investment |
690,000 |
690,000 |
|
2.03.09 |
Non-controlling interests |
280,000 |
224,000 |
20
 |
Consolidated Financial Information / Statements of Operations (In thousands of Brazilian Reais – R$) |
|
|
Current Year |
Prior Year | |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
3.01 |
Net revenue |
2,713,000 |
2,506,000 |
|
3.01.01 |
Passenger |
2,439,000 |
2,228,000 |
|
3.01.02 |
Cargo and other |
274,000 |
278,000 |
|
3.02 |
Cost of sales and/or services |
(2,099,000) |
(1,963,000) |
|
3.03 |
Gross profit |
614,000 |
543,000 |
|
3.04 |
Operating expenses |
(177,000) |
(388,000) |
|
3.04.01 |
Sales expenses |
(199,000) |
(206,000) |
|
3.04.01.01 |
Marketing expenses |
(199,000) |
(206,000) |
|
3.04.02 |
General and administrative expenses |
(187,000) |
(189,000) |
|
3.04.04 |
Other operating income |
213,000 |
8,000 |
|
3.04.06 |
Equity results |
(4,000) |
(1,000) |
|
3.05 |
Income before financial expense, net and income taxes |
437,000 |
155,000 |
|
3.06 |
Financial income (expense), net |
386,000 |
(867,000) |
|
3.06.01 |
Financial income |
725,000 |
140,000 |
|
3.06.01.01 |
Financial income |
72,000 |
140,000 |
|
3.06.01.02 |
Exchange rate variation, net |
653,000 |
- |
|
3.06.02 |
Financial expenses |
(339,000) |
(1,007,000) |
|
3.06.02.01 |
Exchange rate variation, net |
- |
(774,000) |
|
3.06.02.02 |
Financial expenses |
(339,000) |
(233,000) |
|
3.07 |
Loss before income taxes |
823,000 |
(712,000) |
|
3.08 |
Tax expenses |
(66,000) |
39,000 |
|
3.08.01 |
Current income taxes |
(63,000) |
(85,000) |
|
3.08.02 |
Deferred income taxes |
(3,000) |
124,000 |
|
3.09 |
Net loss from continuing operations |
757,000 |
(673,000) |
|
3.11 |
Net loss attributable to equity |
757,000 |
(673,000) |
|
3.11.01 |
Net loss attributable to equity holders of the parent |
703,000 |
(705,000) |
|
3.11.02 |
Net loss attributable to non-controlling interests |
54,000 |
32,000 |
|
3.99 |
Income (loss) per share – (Reais/share) |
|
|
|
3.99.01 |
Basic loss per share |
|
|
|
3.99.01.01 |
Common |
0.05800 |
(0.06200) |
|
3.99.01.02 |
Preferred |
2.03400 |
(2.37800) |
|
3.99.02 |
Diluted loss per share |
|
|
|
3.99.02.01 |
Common |
0.05800 |
(0.06200) |
|
3.99.02.02 |
Preferred |
2.03400 |
(2.37900) |
21
 |
Consolidated Interim financial information / Statements |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
4.01 |
Net income (loss) for the period |
757,000 |
(673,000) |
|
4.02 |
Other comprehensive income (loss) |
(12,000) |
(39,000) |
|
4.02.01 |
Cash flow hedges |
(18,000) |
(60,000) |
|
4.02.02 |
Tax effect |
6,000 |
21,000 |
|
4.03 |
Total comprehensive income (loss) for the period |
745,000 |
(712,000) |
|
4.03.01 |
Attributable to equity holders of the parent |
691,000 |
(744,000) |
|
4.03.02 |
Attributable to non-controlling parent interests |
54,000 |
32,000 |
22
 |
Consolidated
Interim financial information / Statements of |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
6.01 |
Net cash flows (used in) from operating activities |
(175,000) |
520,000 |
|
6.01.01 |
Cash flows from operating activities |
(210,000) |
1,216,000 |
|
6.01.01.01 |
Depreciation and amortization |
115,000 |
100,000 |
|
6.01.01.02 |
Allowance for doubtful accounts |
4,000 |
6,000 |
|
6.01.01.03 |
Provisions for legal proceedings |
10,000 |
13,000 |
|
6.01.01.04 |
Provision (reversal) for inventory obsolescence |
(31,000) |
- |
|
6.01.01.05 |
Deferred taxes |
3,000 |
(125,000) |
|
6.01.01.06 |
Share-based payments |
3,000 |
3,000 |
|
6.01.01.07 |
Exchange and monetary variations, net |
(561,000) |
1,066,000 |
|
6.01.01.08 |
Interest on loans and financial lease |
183,000 |
141,000 |
|
6.01.01.09 |
Unrealized hedge results, net |
7,000 |
5,000 |
|
6.01.01.12 |
Write-off property, plant and equipment and intangible assets |
51,000 |
4,000 |
|
6.01.01.13 |
Equity results |
4,000 |
1,000 |
|
6.01.01.14 |
Provision for profit sharing |
2,000 |
2,000 |
|
6.01.02 |
Changes assets and liabilities |
(722,000) |
(23,000) |
|
6.01.02.01 |
Trade receivables |
(55,000) |
(102,000) |
|
6.01.02.02 |
Short-term investments |
(52,000) |
251,000 |
|
6.01.02.03 |
Inventories |
45,000 |
(24,000) |
|
6.01.02.04 |
Deposits |
(211,000) |
(23,000) |
|
6.01.02.05 |
Insurance and tax recoverable |
17,000 |
- |
|
6.01.02.06 |
Other assets (liabilities) |
(62,000) |
16,000 |
|
6.01.02.07 |
Suppliers |
54,000 |
(8,000) |
|
6.01.02.08 |
Advanced ticket sales |
(329,000) |
(189,000) |
|
6.01.02.09 |
Derivatives |
(4,000) |
(52,000) |
|
6.01.02.10 |
Advances from customers |
205,000 |
91,000 |
|
6.01.02.11 |
Salaries, wages and benefits |
(36,000) |
34,000 |
|
6.01.02.12 |
Taxes and landing fees |
(21,000) |
(15,000) |
|
6.01.02.13 |
Tax obligations |
62,000 |
65,000 |
|
6.01.02.14 |
Provisions |
(16,000) |
32,000 |
|
6.01.02.15 |
Other Liabilities |
(27,000) |
8,000 |
|
6.01.02.16 |
Interest paid |
(256,000) |
(156,000) |
|
6.01.02.17 |
Income tax paid |
(44,000) |
(23,000) |
|
6.01.02.18 |
Mileage program |
8,000 |
72,000 |
|
6.01.03 |
Others |
757,000 |
(673,000) |
|
6.01.03.01 |
Net income (loss) for the period |
757,000 |
(673,000) |
|
6.02 |
Net cash flows (used in) from investing activities |
468,000 |
(268,000) |
|
6.02.03 |
Restricted cash |
322,000 |
(68,000) |
|
6.02.04 |
Property, plant and equipment |
(72,000) |
(157,000) |
|
6.02.05 |
Intangible assets |
(7,000) |
(9,000) |
|
6.02.08 |
Advances for property, plant and equipment acquisition, net |
207,000 |
(39,000) |
|
6.02.09 |
Short-term investments |
18,000 |
5,000 |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
6.03 |
Net cash flows (used in) from financing activities |
(388,000) |
(68,000) |
|
6.03.01 |
Loan funding, net of issuance costs |
- |
191,000 |
|
6.03.02 |
Loan payments |
(252,000) |
(172,000) |
|
6.03.04 |
Capital increase |
2,000 |
5,000 |
|
6.03.06 |
Finance lease payments |
(140,000) |
(92,000) |
|
6.03.08 |
Dividend |
2,000 |
- |
|
6.04 |
Foreign exchange and monetary variations, net |
(10,000) |
(127,000) |
|
6.05 |
Net increase in cash and cash equivalents |
(105,000) |
57,000 |
|
6.05.01 |
Cash and cash equivalents at beginning of the period |
1,072,000 |
1,899,000 |
|
6.05.02 |
Cash and cash equivalents at end of the period |
967,000 |
1,956,000 |
23
 |
Consolidated Interim financial information / Statements of Changes in Equity From 01/01/2016 to 03/12/2016 (In thousands of Brazilian Reais – R$) |
|
Line code |
Line item |
Capital Stock |
Capital reserves, options granted and treasury shares |
Accumu-lated losses |
Other Comprehen- sive loss |
Equity (deficit) attributable to equity holders of the parent |
Non-controlling Interests |
Total equity (deficit) |
|
5.01 |
Opening balance |
2,925,000 |
870,000 |
(8,162,000) |
(179,000) |
(4,546,000) |
224,000 |
(4,322,000) |
|
5.03 |
Adjusted balance |
2,925,000 |
870,000 |
(8,162,000) |
(179,000) |
(4,546,000) |
224,000 |
(4,322,000) |
|
5.04 |
Stockholder’s capital transactions |
- |
3,000 |
- |
- |
3,000 |
2,000 |
5,000 |
|
5.04.06 |
Dividend distributed |
- |
- |
- |
- |
- |
2,000 |
2,000 |
|
5.04.08 |
Stock options |
- |
3,000 |
- |
- |
3,000 |
- |
3,000 |
|
5.04.09 |
Capital increase for exercise of stock option |
- |
- |
- |
- |
- |
2,000 |
2,000 |
|
5.04.10 |
Gains on change in investment |
- |
- |
- |
- |
- |
(2,000) |
(2,000) |
|
5.05 |
Total comprehensive result |
- |
- |
703,000 |
(12,000) |
691,000 |
54,000 |
745,000 |
|
5.05.01 |
Net income for the period |
- |
- |
703,000 |
- |
703,000 |
54,000 |
757,000 |
|
5.05.02 |
Other comprehensive result |
- |
- |
- |
(12,000) |
(12,000) |
- |
(12,000) |
|
5.05.02.06 |
Other comprehensive results, net |
- |
- |
- |
(12,000) |
(12,000) |
- |
(12,000) |
|
5.07 |
Closing balance |
2,925,000 |
873,000 |
(7,459,000) |
(191,000) |
(3,852,000) |
280,000 |
(3,572,000) |
24
 |
Consolidated
Interim financial information / Statements of Changes in
Equity |
|
Line code |
Line item |
Capital Stock |
Capital reserves, options granted and treasury shares |
Accumulated losses |
Other Comprehensive loss |
Consolidated Equity |
Non-controlling Interests |
Total consolidated equity |
|
5.01 |
Opening balance |
2,469,000 |
853,000 |
(3,701,000) |
(139,000) |
(518,000) |
185,000 |
(333,000) |
|
5.03 |
Adjusted balance |
2,469,000 |
853,000 |
(3,701,000) |
(139,000) |
(518,000) |
185,000 |
(333,000) |
|
5.04 |
Stockholder’s capital transactions |
- |
5,000 |
- |
- |
5,000 |
3,000 |
8,000 |
|
5.04.08 |
Share-based payments |
- |
3,000 |
- |
- |
3,000 |
- |
3,000 |
|
5.04.09 |
Stock options exercised |
- |
- |
- |
- |
- |
5,000 |
5,000 |
|
5.04.10 |
Gains on change on investment |
- |
2,000 |
- |
- |
2,000 |
(2,000) |
- |
|
5.05 |
Total comprehensive (loss) income |
- |
- |
(705,000) |
(40,000) |
(745,000) |
32,000 |
(713,000) |
|
5.05.01 |
Net loss for the period |
- |
- |
(705,000) |
- |
(705,000) |
32,000 |
(673,000) |
|
5.05.02 |
Other comprehensive income (loss) |
- |
- |
- |
(40,000) |
(40,000) |
- |
(40,000) |
|
5.05.02.06 |
Other comprehensive results, net |
- |
- |
- |
(40,000) |
(40,000) |
- |
(40,000) |
|
5.07 |
Closing balance |
2,469,000 |
858,000 |
(4,406,000) |
(179,000) |
(1,258,000) |
220,000 |
(1,038,000) |
25
 |
Consolidated
Interim financial information / Statements of |
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 03/31/2016 |
01/01/2015 to 03/31/2015 |
|
7.01 |
Revenue |
3,105,000 |
2,657,000 |
|
7.01.02 |
Other revenue |
3,103,000 |
2,658,000 |
|
7.01.02.01 |
Passengers, cargo and other |
2,890,000 |
2,650,000 |
|
7.01.02.02 |
Other operating income |
213,000 |
8,000 |
|
7.01.04 |
Allowance for doubtful accounts |
2,000 |
(1,000) |
|
7.02 |
Acquired from third parties |
(1,676,000) |
(1,625,000) |
|
7.02.02 |
Material, power, third-party services and other |
(773,000) |
(693,000) |
|
7.02.04 |
Other |
(903,000) |
(932,000) |
|
7.02.04.01 |
Suppliers of fuel and lubricants |
(774,000) |
(802,000) |
|
7.02.04.02 |
Aircraft insurance |
(8,000) |
(6,000) |
|
7.02.04.03 |
Sales and advertising |
(121,000) |
(124,000) |
|
7.03 |
Gross value added |
1,429,000 |
1,032,000 |
|
7.04 |
Retentions |
(115,000) |
(100,000) |
|
7.04.01 |
Depreciation, amortization and exhaustion |
(115,000) |
(100,000) |
|
7.05 |
Added value produced |
1,314,000 |
932,000 |
|
7.06 |
Value added received in transfer |
870,000 |
139,000 |
|
7.06.01 |
Equity in subsidiaries |
(4,000) |
(1,000) |
|
7.06.02 |
Financial income |
874,000 |
140,000 |
|
7.07 |
Total wealth for distribution |
2,184,000 |
1,071,000 |
|
7.08 |
Wealth for distribution |
2,184,000 |
1,071,000 |
|
7.08.01 |
Employees |
415,000 |
384,000 |
|
7.08.01.01 |
Salaries |
343,000 |
313,000 |
|
7.08.01.02 |
Benefits |
45,000 |
45,000 |
|
7.08.01.03 |
F.G.T.S. |
27,000 |
26,000 |
|
7.08.02 |
Taxes |
216,000 |
137,000 |
|
7.08.02.01 |
Federal taxes |
207,000 |
130,000 |
|
7.08.02.02 |
State taxes |
8,000 |
7,000 |
|
7.08.02.03 |
Municipal taxes |
1,000 |
- |
|
7.08.03 |
Third-party capital remuneration |
796,000 |
1,223,000 |
|
7.08.03.01 |
Interest |
462,000 |
1,003,000 |
|
7.08.03.02 |
Rent |
321,000 |
215,000 |
|
7.08.03.03 |
Other |
13,000 |
5,000 |
|
7.08.03.03.01 |
Other |
13,000 |
5,000 |
|
7.08.04 |
Capital remuneration |
757,000 |
(673,000) |
|
7.08.04.03 |
Loss for the period |
703,000 |
(705,000) |
|
7.08.04.04 |
Non-controlling interest |
54,000 |
32,000 |
26
 |
Notes to the
interim financial information |
1. General information
Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GLAI”) is a publicly-listed company established on March 12, 2004, in accordance with the Brazilian Corporate Laws. The Company is engaged in controlling its subsidiaries: (i) VRG Linhas Aéreas S.A. (“VRG”), which essentially explores (a) the regular and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally, according to the concessions granted by the competent authorities; and (b) complementary activities of flight transport services provided in its bylaws; and (ii) Smiles S.A., which mainly operates (a) the development and management of its own or third party’s customer loyalty program, and (b) sale of redemption rights of awards related to the loyalty program.
Additionally, the Company is the direct parent Company of the wholly-owned subsidiaries GAC Inc. (“GAC”), Gol Finance (“Finance”), Gol LuxCo S.A. (“Gol LuxCo”), Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”) and indirect parent Company of Webjet Linhas Aéreas S.A. ("Webjet").
The Company’s registered Office is at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.
The Company’s shares are traded on BM&FBOVESPA and on the New York Stock Exchange (“NYSE”). The Company adopted Differentiated Corporate Governance Practices of Level 2 from BM&FBOVESPA and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created to identify companies committed to the differentiated corporate governance practices.
1.1 Short-term business plan
VRG has been significantly affected by the devaluation of the Brazilian currency, as the Company's costs denominated in U.S. dollars totaled approximately 50% in 2015, and revenues totaled approximately 10%. Although the U.S. dollar depreciated against the Brazilian real in the three-month period ended March 31, 2016. In addition, factors such as the downturn in Brazilian GDP (economic downturn), excessive industry overcapacity in the market and the worsening economic crisis that impacted the demand from corporate and government clients have been an adverse scenario to the Company's operations.
In this context, the Company reassessed its business plan and incorporated strategies that, once implemented, should be sufficient to ensure the continuity of the Company’s operations. Among the short-term strategies, we highlight four pillars to recover operating margin for 2016 and 2017, as well as to maintain the solvency.
(a) Liquidity initiatives: negotiations with customers and strategic suppliers to maintain short term liquidity, including agreements to postpone aircraft delivery over the next years, the advance airline tickets purchase agreement with Smiles and the renegotiation of maturity with suppliers and anticipation of customers receivable.
(b) The Company changed its flight route network in order to focus on profitable routes in operation. The change on the flight route network, which has already been approved by the regulators, is effective since May 2016.
(c) As a result of the changes of flight route network, the Company is also working on readjusting and reducing the number of aircraft in operation, which will result in a reduction in available seats, and align the supply and demand in the domestic market. The Company's forecast is to return at least 19 aircraft. These measures will lead to a substantial decrease in maintenance costs for the current fleet. These measures aim to readjust the Company's structure to sustainable levels.
27
 |
Notes to the
interim financial information |
(d) Adjustment of indebtedness and leases with the purpose of reviewing the amounts related to lease agreements that are part of the Company's indebtedness. For the implementation of these initiatives, the Company hired Sky Works to review its lease agreements. Additionally, in the three-month period ended March 31, 2016, the Company early ended the financial lease agreements of 6 aircraft, converting in short- and medium term operating lease agreements, as described in Note 15.
It is highlight that, even with the business plan presenting actions that are likely to be implemented, the uncertain political and economic scenario in Brazil may impact the effectiveness of the expected return. Additionally, the high volatility of macroeconomic variables raises uncertainties that could compromise the generation of future results and the maintenance of the cash position.
The Company’s Management believes that the business plan prepared, submitted and approved by the Board of Directors on February 18, 2016 shows strong elements of the Company´s going concern. Management believes that its plans are feasible and that, once completed, should lead the Company to the level of strength required to respond more effectively the high volatility of the economic conditions and/or adverse events. Management believes that the non-implementation of these measures can compromise the profitability and solvency of the operation and thus reinforces its commitment to implement all the necessary measures to ensure the implementation of the plan and implement the necessary efforts to ensure the expected return.
2. Approval and summary of significant accounting policies applied in preparing the interim financial information
The interim financial information - ITR were authorized for issuance at the Board of Directors’ meeting held on May 11, 2016.
28
 |
Notes to the
interim financial information |
2.1. Basis of consolidation
The individual and consolidated interim financial information – ITR was prepared for the three-month period ended on March 31, 2016 in accordance with International Accounting Standards (“IAS”) 34, and with corresponding Brazilian technical pronouncements, CPC (21).
The consolidated interim financial information – ITR was prepared based on historical cost, except for certain financial assets and liabilities measured at fair value and investments measure through the equity method.
The individual and consolidated interim financial information – ITR do not include all the information and disclosure items required in the consolidated annual financial statements and, therefore, it must be read along with the individual and consolidated financial statements from the year ended December 31, 2015 and approved on March 28, 2016, which were prepared in accordance with Brazilian accounting practices and IFRS. There were no changes in accounting policies adopted during the period from December 31, 2015 to March 31, 2016, except for the adoption of new standards, amendments and interpretations described in Note 2.2. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet applicable.
The shareholder’s equity individual and consolidated interim financial information – ITR do not present differences on its composition, except in respect of the non-controlling interest in Smiles S.A., highlighted in the consolidated equity.
|
Entity |
Date of constitution |
Location |
Operational activity |
Type of control |
% equity interest | |
|
03/31/2016 |
12/31/2015 | |||||
|
Extensions (*): |
|
|
|
|
| |
|
GAC |
03/23/2006 |
Cayman Islands |
Aircraft acquisition |
Direct |
100.0 |
100.0 |
|
Gol Finance |
03/16/2006 |
Cayman Islands |
Financial funding |
Direct |
100.0 |
100.0 |
|
Gol LuxCo |
06/21/2013 |
Luxemburg |
Financial funding |
Direct |
100.0 |
100.0 |
|
Subsidiaries: |
|
|
|
|
|
|
|
VRG |
04/09/2007 |
Brazil |
Flight transportation |
Direct |
100.0 |
100.0 |
|
Webjet |
08/01/2011 |
Brazil |
- |
Indirect |
100.0 |
100.0 |
|
Smiles |
06/10/2012 |
Brazil |
Frequent flyer program |
Direct |
54.1 |
54.1 |
|
Gol Dominicana |
02/28/2013 |
Dominican Republic |
Pre-operational phase |
Direct |
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 |
Frequent flyer program |
Indirect |
21.2 |
21.2 |
(*) The extensions are entities organized for the specific purpose of continuing the headquarter operation, or yet, present rights and/or obligations in order to supply the Company`s requirements. Besides, do not hold an independent management itself and do not have autonomy on taking decisions. These entities present the consolidated assets and liabilities side by side on the individual interim financial information.
2.2. New accounting estimates, changes and assumptions
29
 |
Notes to the
interim financial information |
The following new standards, amendments and interpretations were issued by and can be applicable as of January 01, 2016, but had no material effect on the interim financial information from its adoption:
Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation: The amendments are applicable prospectively for annual periods beginning on or after January 1, 2016;
Amendments to IAS 27 - Equity Method in Separate Financial Statements: The amendments are applicable prospectively for annual periods beginning on or after January 1, 2016;
Amendments to IFRS 10 and IAS 28 – Assets sales or contribution between an investor and an associate or joint venture: The amendments are applicable prospectively for annual periods beginning on January 01, 2016.
Annual improvements 2010-2014 cycle - Applicable for annual periods beginning on or after July 1, 2016:
IFRS 7 Financial Instruments - Disclosures: (i) clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset and (ii) the applicability of the amendments to IFRS 7 to condensed interim financial statements. This amendment must be applied retrospectively;
IAS 34 Interim Financial Reporting: This amendment must be applied retrospectively;
Amendments to IAS 1 - Disclosure Initiative: The amendments are applicable prospectively for annual periods beginning on or after January 1, 2016.
3. Seasonality
The Company expects that revenues and profits from its flights reach the highest levels during the summer and winter vacation periods, in January and July, respectively, and during the last two weeks of December, during the season holidays. Given the high portion of fixed costs, this seasonality tends to result in fluctuations in our operational quarter-on-quarter income.
4. Cash and cash equivalents
|
Individual |
Consolidated | |||
|
|
03/31/2016 |
12/31/2015 |
03/31/2016 |
12/31/2015 |
|
Cash and bank deposits |
162 |
370 |
378 |
629 |
|
Cash equivalents |
6 |
17 |
589 |
443 |
|
168 |
387 |
967 |
1,072 | |
30
 |
Notes to the
interim financial information |
The cash equivalents breakdown is as follows:
|
Individual |
Consolidated | |||
|
|
03/31/2016 |
12/31/2015 |
03/31/2016 |
12/31/2015 |
|
Private bonds |
5 |
17 |
312 |
208 |
|
Investment funds |
1 |
- |
277 |
235 |
|
6 |
17 |
589 |
443 | |
As of March 31, 2016, the cash equivalents were represented by private bonds (Bank Deposit Certificates - “CDBs”), buy-back transactions and time deposits paid at post fixed rates ranging between 74% and 103% (75% and 103% as of December 31, 2015) of the Interbank Deposit Certificate rate (“CDI”) on the onshore investments.
The investment funds classified as cash equivalents have high liquidity and, according to the Company assessment, are readily convertible to a known amount of cash with insignificant risk of changes in its value.
5. Short-term investments
|
Individual |
Consolidated | |||
|
|
03/31/2016 |
12/31/2015 |
03/31/2016 |
12/31/2015 |
|
Private bonds |
160 |
195 |
161 |
197 |
|
Government bonds |
- |
- |
9 |
11 |
|
Investment funds |
- |
- |
265 |
284 |
|
160 |
195 |
435 |
492 | |
As of March 31, 2016, the private bonds were represented by CDBs and financial letters with first-rate financial institutions, paid at a weighted average rate of 115% (110% as of December 31, 2015) of the CDI rate on onshore investments and 69% of offshore investments.
Government bonds are represented primarily by government bonds LFT and NTN paid at a weighted average of 97% (98% as of December 31, 2015) of CDI rate.
Investment funds are represented primarily by private and government bonds paid at a weighted average of 90% (83% as of December 31, 2015) of the CDI rate.
6. Restricted cash
|
Individual |
Consolidated | |||
|
|
03/31/2016 |
12/31/2015 |
03/31/2016 |
12/31/2015 |
|
Margin deposits for hedge transactions (a) |
- |
- |
63 |
101 |
|
Deposits in guarantee of letter of credit – Safra (b) |
3 |
3 |
177 |
360 |
|
Escrow deposits – Bic Bank (c) |
21 |
31 |
55 |
64 |
|
Escrow deposits - Leases (d) |
- |
- |
115 |
159 |
|
Escrow deposits - Citibank (e) |
- |
49 |
- |
49 |
|
Other bound deposits |
1 |
- |
3 |
2 |
|
|
25 |
83 |
413 |
735 |
|
|
|
|
| |
|
Current |
- |
59 |
- |
59 |
|
Noncurrent |
25 |
24 |
413 |
676 |
(a) Denominated in U.S. dollars, remunerated by Libor rate (average remuneration of 0.5% p.a.).
(b) For the quarter ended March 31, 2016, the Company settled the loan with Banco Safra and, consequently, withdrew the amount of R$116 related to the guarantee linked to such an operation. Additionally, the Company held the redemption of R$41 related to the settlement of Finimp operations (See note 17). The remaining amount is related to labor/legal guarantees and FINIMP agreements (See note 17).
(c) The amount of R$21 (individual and consolidated) related to a contractual guarantee for STJs related to PIS and Cofins on interest attributable to shareholders’ equity paid to GLAI as described in Note 21b. The other amounts relate to guarantees of VRG letters of credit.
(d) Related to a letter of credit for aircraft operating leases from VRG.
(e) The amount held on December 31, 2015 is related to escrow deposits with Delta Air Lines Inc. (“Delta”) related to the term loan guarantee, as described in Note 17. On March 31, 2016, the Company did not exceed the contractual limits that would require them obligation to make such deposit and therefore the balance was fully reclassified to cash equivalents item.
31
 |
Notes to the
interim financial information |
7. Trade receivables
|
Consolidated | ||
|
|
03/31/2016 |
12/31/2015 |
|
Local currency |
|
|
|
Credit card administrators |
162 |
115 |
|
Travel agencies |
227 |
248 |
|
Cargo agencies |
33 |
32 |
|
Airline partners companies |
20 |
22 |
|
Other (*) |
61 |
53 |
|
503 |
470 | |
|
Foreign currency |
||
|
Credit card administrators |
21 |
33 |
|
Travel agencies |
21 |
10 |
|
Airline partners companies |
15 |
- |
|
Cargo agencies |
2 |
- |
|
59 |
43 | |
|
562 |
513 | |
|
Allowance for doubtful accounts |
(48) |
(50) |
|
Total trade receivables |
514 |
463 |
(*) Related to an additional incentive from the commercial cooperation strategic partnership with Air France-KLM, to be received on June, 2016. For further information, see Note 11.6.
32
 |
Notes to the
interim financial information |
The aging list of trade receivables is as follows:
|
|
Consolidated | |
|
|
03/31/2016 |
12/31/2015 |
|
Not yet due |
454 |
420 |
|
Overdue until 30 days |
12 |
14 |
|
Overdue 31 to 60 days |
8 |
8 |
|
Overdue 61 to 90 days |
10 |
3 |
|
Overdue 91 to 180 days |
17 |
10 |
|
Overdue 181 to 360 days |
19 |
21 |
|
Overdue above 360 days |
42 |
37 |
|
562 |
513 | |
The changes in the allowance for doubtful accounts are as follows:
|
|
Consolidated | |
|
|
03/31/2016 |
12/31/2015 |
|
Balance at beginning of the period |
(50) |
(84) |
|
Additions |
(4) |
(39) |
|
Write off unrecoverable amounts |
2 |
58 |
|
Recoveries |
4 |
15 |
|
Balance at the end of the period |
(48) |
(50) |