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 Quarterly Information
Form - ITR for the quarter ended
June 30, 2016
GOL Linhas Aéreas Inteligentes S.A.
June 30, 2016
with Independent Auditors’ Report on their review of the quarterly information
Gol Linhas Aéreas Inteligentes S.A.
Individual and consolidated quarterly information form - ITR
June 30, 2016
| Contents | |
| Comments on performance | 01 |
| Report of the statutory audit committee (CAE) | 08 |
| Declaration of the officers on the quarterly information form - ITR | 09 |
| Declaration of the officers on the independent auditors’ review report | 10 |
| Independent Auditors’ report on their review of the quarterly information | 11 |
| Individual quarterly information form - ITR | |
| Statements of financial position | 13 |
| Statements of income | 15 |
| Statements of comprehensive income | 16 |
| Statements of changes in equity | 17 |
| Statements of cash flows | 18 |
| Statements of value added | 19 |
| Consolidated quarterly information form - ITR | |
| Statements of financial position | 20 |
| Statements of income | 22 |
| Statements of comprehensive income | 23 |
| Statements of changes in equity | 24 |
| Statements of cash flows | 25 |
| Statements of value added | 26 |
| Notes to the quarterly information form - ITR | 27 |
Message from Management
GOL’s second quarter results reflect the Company's right-sizing to current Brazilian economic and airline industry conditions and to improve liquidity.
In the period, which is seasonally the weakest in the year, GOL had net revenue of R$2.1 billion, 2.0% lower than in the same period of 2015. The recurring operating loss in the second quarter of 2016 was R$149.6 million, with an operating margin of minus 7.2% - an improvement of 5.1 percentage points versus same period last year. Non-recurring losses resulting from the restructuring of our fleet were R$21.8 million.
The restructuring plan begun in 2015 completed the following initiatives: (i) the exchange of USD-denominated unsecured debt that reduced GOL's debt by US$101.8 million and generated annual interest savings of US$9.3 million (ii) the renegotiation of debentures with Brazilian banks, postponing R$225 million in 2016 and 2017 amortizations to 2019, and (iii) the renegotiation of leased aircraft, with 7 aircraft already returned.
We finished the quarter in the final stage of negotiations to accelerate the return of 15 additional aircraft under operating leases, which will permit GOL to operate 122 aircraft at year-end end 2016, compared to 144 at the end of 2015.
Based on our values Servir('To Serve') and Inteligência(‘Intelligence’), the new flight network launched on May 1, 2016 brings a greater convenience to our customers.
At Congonhas, the main domestic airport in São Paulo, we adjusted service to provide the best options to key business markets, becoming the leader in number of destinations (at 33) and seat availability to the North and Northeast regions of Brazil, by swapping off-peak short-haul flights to leisure markets, enhancing fleet usage through a longer stage length (+41% YoY at Congonhas and +14.2% overall) and generating a lower CASK due to increased cost dilution.
At the two airports in Rio de Janeiro, the second largest market in Brazil, Santos Dumont (domestic airport) and Galeão (domestic and international airport), we have combined with our strategic partners Air France/ KLM and Delta, to become the most comprehensive network for domestic and international passengers, as we now have the largest number of non-stop flights departing from Rio: 8 international and 25 domestic. For domestic passengers, we have adapted flight times for corporate passengers and created a hub of connections, providing better options between the Southern and Northern regions of Brazil.
At the end of May we began a new route between Recife and Montevideo. Recife is our first base in the Northeast with non-stop flights to the Uruguayan capital, which already has non-stop flights from Guarulhos-São Paulo and Rio de Janeiro.
We maintained our leadership in the number of passengers transported in the domestic market in 1H16 with more than 15 million clients - according to the ANAC (Brazilian Civil Aviation Agency), as well as in the number of tickets issued to corporate customers. It is noteworthy that for the first time in a semester we lead in sales volume to the corporate segment. According to data from the Brazilian Association of Corporate Travel Agencies (ABRACORP), our sales volume share reached 30.1% and in number of tickets our share was 32.3% for the first six months of the year.
1
In recognition of our efforts to enhance customer experience, we received for the third time the CIC Brasil 2016 Award, awarded by Cliente SA magazine, in the category "Best Customer Experience Project", receiving a gold medal for "Integrated Cell: Ensuring the best flying experience".
The US Federal Aviation Administration (FAA) approved GOL to perform "C-Check" Heavy Check maintenance procedures on our aircraft at our Aircraft Maintenance Center (CMA). With this certification, we can now provide lease return checks and maintenance services to our leased aircraft, opening opportunities for costs savings.
At the end of July we announced the election of Richard Lark to the position of Executive Vice-President, CFO and IRO, replacing Edmar Lopes,who held these positions since 2012 and will assume new responsibilities within the Group.
In compliance with the Group’s corporate governance practices, Richard stepped out of his position as an independent Director and financial expert on the Statutory Audit Committee. André Jánszky and Anna Luiza Constantino have been appointed Directors on the Board.
The completion of our comprehensive restructuring plan will make us even stronger, more competitive and better prepared to create shareholder value and provide an increasingly superior flight experience for our customers.
We would like to thank our employees for their dedication, commitment and engagement. They spare no efforts to take GOL to an even higher level of service quality. We would also like to thank our shareholders and stakeholders for their support and trust.
Paulo Sérgio
Kakinoff
CEO of GOL
Linhas Aéreas Inteligentes S.A.
2
Operating and financial indicators
|
Traffic data - GOL |
2Q16 |
2Q15 |
% Var. |
1H16 |
1H15 |
% Var. |
|
RPK GOL – Total |
8,096 |
9,114 |
-11.2% |
17,593 |
19,286 |
-8.8% |
|
RPK GOL - Domestic |
7,212 |
8,125 |
-11.2% |
15,608 |
17,045 |
-8.4% |
|
RPK GOL - International |
884 |
989 |
-10.6% |
1,985 |
2,241 |
-11.4% |
|
ASK GOL – Total |
10,766 |
11,870 |
-9.3% |
23,028 |
24,903 |
-7.5% |
|
ASK GOL – Domestic |
9,492 |
10,419 |
-8.9% |
20,347 |
21,727 |
-6.3% |
|
ASK GOL - International |
1,274 |
1,451 |
-12.2% |
2,680 |
3,176 |
-15.6% |
|
GOL Load Factor - Total |
75.2% |
76.8% |
-1.6 p.p |
76.4% |
77.4% |
-1.0 p.p |
|
GOL Load Factor - Domestic |
76.0% |
78.0% |
-2.0 p.p |
76.7% |
78.5% |
-1.8 p.p |
|
GOL Load Factor - International |
69.3% |
68.2% |
1.1 p.p |
74.1% |
70.6% |
3.5 p.p |
|
Operational data |
2Q16 |
2Q15 |
% Var. |
1H16 |
1H15 |
% Var. |
|
Revenue Passengers - Pax on board ('000) |
7,353.1 |
9,388.3 |
-21.7% |
16,395.8 |
19,509.2 |
-16.0% |
|
Aircraft Utilization (Block Hours/Day) |
10.7 |
11.2 |
-3.9% |
10.7 |
11.4 |
-6.1% |
|
Departures |
60,963 |
77,133 |
-21.0% |
135,161 |
157,947 |
-14.4% |
|
Average Stage Length (km) |
1,041 |
912 |
14.2% |
1,006 |
932 |
8.0% |
|
Fuel consumption (mm liters) |
323 |
371 |
-13.0% |
696 |
773 |
-10.0% |
|
Full-time employees (at period end) |
15,280 |
16,830 |
-9.2% |
15,280 |
16,830 |
-9.2% |
|
Average Operating Fleet |
114 |
125 |
-9.0% |
122 |
128 |
-4.2% |
|
Financial data |
2Q16 |
2Q15 |
% Var. |
1H16 |
1H15 |
% Var. |
|
Net YIELD (R$ cents) |
22.12 |
20.26 |
9.2% |
24.04 |
21.13 |
13.8% |
|
Net PRASK (R$ cents) |
16.64 |
15.56 |
6.9% |
18.37 |
16.36 |
12.3% |
|
Net RASK (R$ cents) |
19.40 |
17.95 |
8.1% |
20.85 |
18.62 |
12.0% |
|
CASK (R$ cents) |
21.00 |
20.06 |
4.7% |
19.68 |
19.00 |
3.6% |
|
CASK ex-fuel (R$ cents) |
15.50 |
13.14 |
18.0% |
13.83 |
12.54 |
10.3% |
|
CASK (R$ cents) adjusted4 |
20.80 |
20.14 |
3.2% |
20.51 |
19.07 |
7.6% |
|
CASK ex-fuel (R$ cents) adjusted4 |
15.30 |
13.22 |
15.7% |
14.66 |
12.61 |
16.2% |
|
Average Exchange Rate 1 |
3.5076 |
3.0729 |
14.1% |
3.7049 |
2.9715 |
24.7% |
|
End of period Exchange Rate 1 |
3.2098 |
3.1026 |
3.5% |
3.2098 |
3.1026 |
3.5% |
|
WTI (avg. per barrel, US$) 2 |
45.6 |
58.0 |
-21.2% |
39.6 |
53.3 |
-25.6% |
|
Price per liter Fuel (R$) 3 |
1.83 |
2.21 |
-17.3% |
1.94 |
2.08 |
-6.9% |
|
Gulf Coast Jet Fuel Cost (avg. per liter, US$)2 |
0.34 |
0.47 |
-27.7% |
0.30 |
0.45 |
-33.2% |
Bank; 2. Source: Bloomberg; 3. Fuel expenses/liters consumed; 4. Excluding non-recurring results on return of aircraft under finance lease contracts and sale-leaseback transactions. *Certain variation calculations in this report may not match due to rounding.
3
Domestic market – GOL
Domestic supply decreased by 8.9% in the quarter and 6.3% in the semester, reflecting the network adjustments in May 2016 with the aim of reducing supply between 5% and 8% over the year.
In the second quarter of 2016 domestic demand decreased by 11.2% and 8.4% in 1H16, resulting in a domestic load factor of 76.0%, a decrease of 2.0 p.p. compared to 2Q15, and 76.7%, a decrease of 1.8 p.p. compared to 1H15, respectively.
GOL transported 6.9 million passengers in the domestic market in the quarter, representing a decrease of 22.3% 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
GOL’s international supply decreased 12.2% in the quarter and 15.6% in 1H16, compared to 2015. International demand showed a decrease of 10.6% between April and June, registering load factor of 69.3%, and, in 1H16, a decrease of 11.4%, leading the international load factor to 74.1%.
During the quarter, GOL transported 420.5 thousand passengers in the international market, 9.2% less than in 2015. For 1H16, the Company transported 962.2 thousand passengers, a decrease of 7.7% 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 21.0% and 14.4% in the second quarter and 1H16, respectively. The total number of seats available of the market fell 20.8% in 2Q16 and 14.3% in the first half of 2016.
PRASK, Yield and RASK
Net PRASK grew by 6.9% and 12.3%, RASK improved 8.1% and 12.0% and yield increased by 9.2% and 13.8%, in comparison with 2Q15 and 1H15, respectively. It is worth noting the ASK decreased 9.3% in the quarter and 7.5% in the semester.
4
Operational fleet and fleet plan
|
Fleet plan |
2016 |
2017 |
2018 |
>2018 |
Total |
|
Fleet (End of Period) |
122 |
125 |
128 |
|
|
|
Aircraft Commitments (R$ million)* |
274.2 |
- |
1,760.4 |
45,545.5 |
47,580.1 |
|
Pre-Delivery Payments (R$ million) |
- |
282.5 |
476.2 |
5,302.7 |
6,061.4 |
*Considers aircraft list price
|
Final |
2Q16 |
2Q15 |
% Var. |
1Q16 |
% Var. |
|
Boeing 737-NG Family |
139 |
142 |
-3 |
143 |
-4 |
|
737-800 NG |
105 |
106 |
-1 |
107 |
-2 |
|
737-700 NG |
34 |
36 |
-2 |
36 |
-2 |
|
Opening for rent Type |
2Q16 |
2Q15 |
% Var. |
1Q16 |
% Var. |
|
Financial Leasing (737-NG) |
37 |
45 |
-8 |
39 |
-2 |
|
Operating Leasing |
102 |
97 |
+5 |
104 |
-2 |
*Non-operational
At the end of 2Q16, out of a total of 139 Boeing 737-NG aircraft, GOL was operating 119 aircraft on its routes. Of the 20 remaining aircraft, 11 were in the process of being returned to the lessors and 9 were sub-leased to other airlines (of which, 1 will be redelivered to it lessor).
GOL has 102 aircraft under operating leases and 37 under finance leases, 31 of which have a purchase option for when their leasing contracts expire.
The average age of the fleet was 8.0 years at the end of 2Q16. In order to maintain this average low, the Company has 120 firm aircraft acquisition orders with Boeing for fleet renewal by 2027.
|
Capex
GOL posted a negative net investment of R$380.0 million in the year. For more details on changes in property, plant and equipment, see Note 15 of the interim financial statements. The next aircraft is expected to be received by the Company in July, 2018. |
 |
5
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.
| AVERAGE STAGE LENGTH: the average number of kilometers flown per flight.
| BLOCK HOURS: the time an aircraft is in flight plus taxiing time.
| BREAKEVEN LOAD FACTOR: the passenger load factor that will result in passenger revenues being equal to operating expenses.
| BRENT: oil produced in the North Sea, traded on the London Stock Exchange and used as a reference in the European and Asian derivatives markets.
| CHARTER: a flight operated by an airline outside its normal or regular operations.
| EBITDAR: earnings before interest, taxes, depreciation, amortization and rent. Airlines normally present EBITDAR, since aircraft leasing represents a significant operating expense for their business.
| 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 third party.
| TOTAL CASH:the sum of cash, financial investments and short and long-term restricted cash.
| WTI Barrel: West Texas Intermediate – the West Texas region, where US oil exploration is concentrated. Serves as a reference for the US petroleum byproduct markets.
| Yield pEr PASSENGER KILOMETER: the average value paid by a passenger to fly one kilometer.6
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11)2128-4700
About GLAI - GOL Linhas Aéreas Inteligentes S.A
Brazil's largest air transportation and travel services group, with annual revenues in excess of R$10 billion, with three main businesses: passenger transportation, cargo transportation and coalition loyalty program. GOLis Latin America's largest low-cost and low-fare carrier, operating approximately 860 daily flights to 65 destinations, being 13 international in South America and the Caribbean. GOLLOGis the cargo transportation and logistics business serving more than 3,000 Brazilian municipalities and, through partners, 90 international destinations in 47 countries. SMILESis one of the largest coalition loyalty programs in Latin America, with over 11 million registered participants, allowing clients to accumulate miles and redeem tickets for more than 700 locations worldwide. GLAI shares are traded on BM&FBOVESPA (GOLL4) and NYSE (GOL), GLAI has the following ratings CCC (Standard & Poor's), CC (Fitch) and Caa3 (Moody's).
Disclaimer
This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of GOL. These are merely projections and, as such, are based exclusively on the expectations of GOL’s management. Such forward-looking statements depend, substantially, on external factors, in addition to the risks disclosed in GOL’s filed disclosure documents and are, therefore, subject to change without prior notice. The Company's non-financial information was not reviewed by the independent auditors.
7
Report of the statutory audit committee (CAE)
The GOL LINHAS AÉREAS INTELIGENTES S.A. Statutory Audit Committee, in compliance with its legal and statutory obligations, has reviewed the quarterly information for the period ended June 30, 2016. On the basis of the procedures we have undertaken, and taking into account the independent auditors’ review report issued by Ernst & Young Auditores Independentes S.S. and the information and explanations we have received during the period, we consider that these documents are fit to be submitted to the consideration of the Board of Directors.
São Paulo, August 12, 2016.
Germán Pasquale Quiroga Vilardo
Member of the Statutory Audit Committee
Antônio Kandir
Member of the Statutory Audit Committee
8
Declaration of the officers on the quarterly information form (ITR)
In compliance with the provisions of CVM Instruction No. 480/09, the Executive Board declares that it has discussed, reviewed and approved the quarterly information for the six-month period ended June 30, 2016.
São Paulo, August 12, 2016.
Paulo Sérgio Kakinoff
Chief Executive Officer
Richard Lark
Vice President of Finance and IR Officer
9
Declaration of the officers on the opinion issued by the independent auditors
In compliance with the provisions of CVM Instruction No. 480/09, the Executive Board declares that it has discussed, reviewed and approved the conclusions expressed in the independent auditors’ report on their review of the quarterly information for the six-month period ended June 30, 2016.
São Paulo, August 12, 2016.
Paulo Sérgio Kakinoff
Chief Executive Officer
Richard Lark
Vice President of Finance and IR Officer
10
Report on the review of the quarterly information
To
The Shareholders, Board of Directors and Officers
GOL Linhas Aéreas Inteligentes S.A.
São Paulo - SP
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of GOL Linhas Aéreas Inteligentes S.A. (“Company”), identified as Company and Consolidated, respectively, contained in the Quarterly Information (ITR) for the quarter ended June 30, 2016, which comprises the balance sheet as at June 30, 2016 and the related income statement and statement of comprehensive income (loss) for the three and six-month period then ended, the statement of changes in equity and cash flow statement for the six-month period then ended, including explanatory notes.
Company management is responsible for the preparation of interim individual financial information in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 21 (R1) – Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 – Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of these information in compliance with the rules issued by the Brazilian Securities Commission (“CVM”), applicable to the preparation of Quarterly Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and International Standards on Review Engagements (NBC TR 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. The scope of a review is significantly narrower than an audit conducted in accordance with Brazilian and International Standards on Auditing and, consequently , does not enable us to obtain assurance that we would become aware of all significant matters that might have be identified in an audit. Accordingly, we do not express and audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing came to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the Quarterly Information referred to above was not prepared, in all material respects, in accordance with CPC 21(R1) and IAS 34 applicable to the preparation of Quarterly Financial Information (ITR), consistently with the standards issued by the Brazilian Securities Commission (CVM).
11
Other matters
Statements of value added
We have also reviewed the individual and consolidated statements of value added for the six-month period ended June 30, 2016, prepared under the responsibility of management, the presentation of which in the interim financial information is required by rules issued by the Brazilian Securities Commission (CVM) applicable to the preparation of Quarterly Financial Information (ITR), and as supplementary information by IFRS, whereby no statement of value added presentation is required. These statements have been subjected to the same review procedures previously described and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in accordance with the overall accompanying interim individual and consolidated interim financial information.
São Paulo, August 12, 2016.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-6
Vanessa Martins Bernardi
Accountant CRC-1SP244569/O-3
12
 |
Statements of financial position - IndividualAs of June 30, 2016 and December 31, 2015 (In millions of Brazilian Reais - R$) |
|
Line code |
Line item |
Current Year 06/30/2016 |
Prior Year 12/31/2015 |
|
1 |
Total assets |
2,704,000 |
2,842,000 |
|
1.01 |
Current assets |
255,000 |
683,000 |
|
1.01.01 |
Cash and cash equivalents |
55,000 |
387,000 |
|
1.01.02 |
Short-term investments |
177,000 |
195,000 |
|
1.01.06 |
Recoverable taxes |
7,000 |
6,000 |
|
1.01.08 |
Other current assets |
16,000 |
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 |
16,000 |
36,000 |
|
1.02 |
Noncurrent assets |
2,449,000 |
2,159,000 |
|
1.02.01 |
Long-term assets |
1,853,000 |
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 |
1,754,000 |
883,000 |
|
1.02.01.08.04 |
Other related-party transactions |
1,754,000 |
883,000 |
|
1.02.01.09 |
Other noncurrent assets |
75,000 |
55,000 |
|
1.02.01.09.03 |
Deposits |
37,000 |
31,000 |
|
1.02.01.09.04 |
Restricted cash |
33,000 |
24,000 |
|
1.02.01.09.05 |
Other |
5,000 |
- |
|
1.02.02 |
Investments |
196,000 |
213,000 |
|
1.02.03 |
Property, plant and equipment |
400,000 |
983,000 |
13
|
Statements of financial position - IndividualAs of June 30, 2016 and December 31, 2015 (In millions of Brazilian Reais - R$) |
|
Line code |
Line item |
Current Year 06/30/2016 |
Prior Year 12/31/2015 |
|
2 |
Total liabilities and stockholder’s equity |
2,704,000 |
2,842,000 |
|
2.01 |
Current liabilities |
382,000 |
136,000 |
|
2.01.02 |
Suppliers |
5,000 |
7,000 |
|
2.01.04 |
Short-term debt |
375,000 |
128,000 |
|
2.01.05 |
Other liabilities |
2,000 |
1,000 |
|
2.01.05.02 |
Other |
- |
1,000 |
|
2.01.05.02.04 |
Other liabilities |
- |
1,000 |
|
2.02 |
Noncurrent liabilities |
5,925,000 |
7,253,000 |
|
2.02.01 |
Long-term debt |
3,210,000 |
4,239,000 |
|
2.02.02 |
Other non-current liabilities |
21,000 |
27,000 |
|
2.02.02.01 |
Liabilities with related-party transactions |
21,000 |
27,000 |
|
2.02.04 |
Provisions |
2,694,000 |
2,987,000 |
|
2.02.04.02 |
Other provisions |
2,694,000 |
2,987,000 |
|
2.02.04.02.04 |
Loss on investment |
2,694,000 |
2,987,000 |
|
2.03 |
Shareholder’s equity |
(3,603,000) |
(4,547,000) |
|
2.03.01 |
Issued capital |
3,038,000 |
3,038,000 |
|
2.03.01.01 |
Capital stock |
3,080,000 |
3,080,000 |
|
2.03.01.02 |
Share issuance costs |
(42,000) |
(42,000) |
|
2.03.02 |
Capital reserves |
192,000 |
179,000 |
|
2.03.02.01 |
Premium on issue of shares |
28,000 |
28,000 |
|
2.03.02.02 |
Special reserve |
71,000 |
71,000 |
|
2.03.02.05 |
Treasury shares |
(15,000) |
(23,000) |
|
2.03.02.07 |
Shared-based payments |
108,000 |
103,000 |
|
2.03.05 |
Accumulated losses |
(7,320,000) |
(8,275,000) |
|
2.03.06 |
Equity valuation adjustments |
487,000 |
511,000 |
|
2.03.06.01 |
Equity valuation adjustments |
(200,000) |
(179,000) |
|
2.03.06.02 |
Gains on change in investment |
687,000 |
690,000 |
The accompanying notes are an integral part of the quarterly information.
14
|
Statements of financial position - IndividualPeriods ended June 30, 2016 and 2015(In millions of Brazilian Reais - R$, except basic and diluted earnings (loss) per share) |
|
|
Current Quarter |
Current Year |
Same Quarter |
Prior Year YTD | |
|
Line code |
Line item |
04/01/2016 |
01/01/2016 |
04/01/2015 to 06/30/2015 |
01/01/2015 |
|
3.04 |
Operating (expenses) revenues |
(53,000) |
481,000 |
(433,000) |
(707,000) |
|
3.04.02 |
General and administrative expenses |
(5,000) |
(7.000) |
(3,000) |
(6,000) |
|
3.04.04 |
Other operating income |
10.000 |
223,000 |
10,000 |
18,000 |
|
3.04.06 |
Equity in subsidiaries |
(58,000) |
265,000 |
(440,000) |
(719,000) |
|
3.05 |
Result before income taxes and financial result |
(53,000) |
481,000 |
(433,000) |
(707,000) |
|
3.06 |
Financial result |
306,000 |
474,000 |
37,000 |
(387,000) |
|
3.06.01 |
Financial income |
407,000 |
670,000 |
99,000 |
5,000 |
|
3.06.01.01 |
Financial income |
23,000 |
46,000 |
2,000 |
5,000 |
|
3.06.01.02 |
Exchange variation, net |
384,000 |
624,000 |
97,000 |
- |
|
3.06.02 |
Financial expenses |
(101,000) |
(196,000) |
(62,000) |
(392,000) |
|
3.06.02.01 |
Financial expenses |
(101,000) |
(196,000) |
(62,000) |
(118,000) |
|
3.06.02.02 |
Exchange variation, net |
- |
- |
- |
(274,000) |
|
3.07 |
Result before income taxes |
253,000 |
955,000 |
(396,000) |
(1,094,000) |
|
3.08 |
Income taxes |
- |
- |
- |
(6,000) |
|
3.08.01 |
Current |
- |
- |
- |
(4,000) |
|
3.08.02 |
Deferred |
- |
- |
- |
(2,000) |
|
3.09 |
Result from continuing operations, net |
253,000 |
955,000 |
(396,000) |
(1,100,000) |
|
3.11 |
Net profit (loss) for the period |
253,000 |
955,000 |
(396,000) |
(1,100,000) |
|
3.99 |
Income (loss) per share – (Reais/share) |
|
|
|
|
|
3.99.01 |
Basic loss per share |
|
|
|
|
|
3.99.01.01 |
Common |
0.02100 |
(0.07900) |
(0.04000) |
(0.11200) |
|
3.99.01.02 |
Preferred |
0.73300 |
(2.76100) |
(1.40700) |
(3.91300) |
|
3.99.02 |
Diluted loss per share |
|
|
|
|
|
3.99.02.01 |
Common |
0.02100 |
0.07900 |
(0.04000) |
(0.11200) |
|
3.99.02.02 |
Preferred |
0.73300 |
2.76100 |
(1.40800) |
(3.91400) |
The accompanying notes are an integral part of the quarterly information.
15
|
Statements of comprehensive income - IndividualPeriods ended June 30, 2016 and 2015(In millions of Brazilian Reais - R$) |
|
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | ||
|
Line code |
Line item |
04/01/2016 to 06/30/2016 |
01/01/2016 to 06/30/2016 |
04/01/2015 to 06/30/2015 |
01/01/2015 to 06/30/2015 |
|
4.01 |
Net profit (loss) for the period |
253,000 |
955,000 |
(396,000) |
(1,100,000) |
|
4.02 |
Other comprehensive income (loss) |
(9,000) |
(21,000) |
37,000 |
(3,000) |
|
4.02.01 |
Cash flow hedges |
(14,000) |
(32,000) |
56,000 |
(4,000) |
|
4.02.02 |
Tax effect |
5,000 |
11,000 |
(19,000) |
1,000 |
|
4.03 |
Comprehensive income (loss) for the period |
244,000 |
934,000 |
(359,000) |
(1,103,000) |
The accompanying notes are an integral part of the quarterly information.
16
|
Statements of cash flows - IndividualPeriods ended June 30, 2016 and 2015(In millions of Brazilian Reais - R$) |
|
|
Current Year |
Prior Year | |
|
Line code |
Line item |
01/01/2016 to 06/30/2016 |
01/01/2015 to 06/30/2015 |
|
6.01 |
Net cash flows from operating activities |
137,000 |
140,000 |
|
6.01.01 |
Cash flows from operating activities |
(859,000) |
1,166,000 |
|
6.01.01.02 |
Deferred taxes |
- |
2,000 |
|
6.01.01.03 |
Equity in subsidiaries |
(265,000) |
719,000 |
|
6.01.01.04 |
Share-based payments |
1,000 |
3,000 |
|
6.01.01.05 |
Exchange and monetary variations, net |
(634,000) |
419,000 |
|
6.01.01.06 |
Interest on loans |
134,000 |
106,000 |
|
6.01.01.07 |
Interest paid |
(176,000) |
(83,000) |
|
6.01.01.11 |
Write-off of property, plant and equipment and intangible assets |
81,000 |
- |
|
6.01.02 |
Changes assets and liabilities |
41,000 |
74,000 |
|
6.01.02.02 |
Short-term investments |
18,000 |
56,000 |
|
6.01.02.03 |
Deposits |
(6,000) |
(4,000) |
|
6.01.02.06 |
Suppliers |
(2,000) |
1,000 |
|
6.01.02.10 |
Other assets |
31,000 |
21,000 |
|
6.01.03 |
Others |
955,000 |
(1,100,000) |
|
6.01.03.01 |
Net Income (loss) for the period |
955,000 |
(1,100,000) |
|
6.02 |
Net cash used in investing activities |
(469,000) |
(134,000) |
|
6.02.02 |
Transactions with related parties |
(969,000) |
(93,000) |
|
6.02.03 |
Restricted cash |
50,000 |
(8,000) |
|
6.02.05 |
Advances for future capital increase in subsidiary |
(192,000) |
(3,000) |
|
6.02.07 |
Advances for purchase of property, plant and equipment, net |
502,000 |
(30,000) |
|
6.02.08 |
Dividends received |
146,000 |
- |
|
6.02.09 |
Sale of investments through dilution of corporate interest |
(6,000) |
- |
|
6.03 |
Net cash generated by financing activities |
- |
(125,000) |
|
6.03.03 |
Transactions with related parties |
- |
(125,000) |
|
6.04 |
Foreign exchange variation on cash in foreign subsidiaries |
- |
(39,000) |
|
6.05 |
Net decrease in cash and cash equivalents |
(332,000) |
(158,000) |
|
6.05.01 |
Cash and cash equivalents at beginning of the period |
387,000 |
459,000 |
|
6.05.02 |
Cash and cash equivalents at the end of the period |
55,000 |
301,000 |
The accompanying notes are an integral part of the quarterly information.
17
|
Statements of changes in equity - Parent CompanyPeriods ended June 30, 2016 and 2015(In millions of Brazilian Reais - R$) |
Statements of changes in equity – From 01/01/2015 to 06/30/2015
|
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 |
- |
8,000 |
- |
- |
8,000 |
|
5.04.09 |
Share-based payments |
- |
5,000 |
- |
- |
5,000 |
|
5.04.12 |
Gains on change on investment |
- |
3,000 |
- |
- |
3,000 |
|
5.05 |
Total comprehensive loss |
- |
- |
(1,100,000) |
(2,000) |
(1,102,000) |
|
5.05.01 |
Net loss for the period |
- |
- |
(1,100,000) |
- |
(1,100,000) |
|
5.05.02 |
Other comprehensive loss |
- |
- |
- |
(2,000) |
(2,000) |
|
5.05.02.07 |
Other comprehensive result, net |
- |
- |
- |
(2,000) |
(2,000) |
|
5.07 |
Closing balance |
2,582,000 |
861,000 |
(4,915,000) |
(141,000) |
(1,613,000) |
Statements of changes in equity – From 01/01/2016 to 06/30/2016
|
Line code |
Line item |
Capital stock |
Capital reserves, options granted and treasury shares |
Accumulated losses |
Other comprehensive loss |
Total equity |
|
5.01 |
Opening balance |
3,038,000 |
869,000 |
(8,275,000) |
(179,000) |
(4,547,000) |
|
5.03 |
Adjusted balance |
3,038,000 |
869,000 |
(8,275,000) |
(179,000) |
(4,547,000) |
|
5.04 |
Stockholder’s capital transactions |
- |
10,000 |
- |
- |
10,000 |
|
5.04.08 |
Effects of dilution of corporate interest |
- |
(3,000) |
- |
- |
(3,000) |
|
5.04.09 |
Stock options |
- |
13,000 |
- |
- |
13,000 |
|
5.05 |
Total comprehensive loss |
- |
- |
955,000 |
(21,000) |
934,000 |
|
5.05.01 |
Net loss for the period |
- |
- |
955,000 |
- |
955,000 |
|
5.05.02 |
Other comprehensive loss |
- |
- |
- |
(21,000) |
(21,000) |
|
5.05.02.07 |
Other comprehensive result, net |
- |
- |
- |
(21,000) |
(21,000) |
|
5.07 |
Closing balance |
3,038,000 |
879,000 |
(7,320,000) |
(200,000) |
(3,603,000) |
The accompanying notes are an integral part of the quarterly information.
18
|
|
|
|
Current Year |
Prior Year | ||
|
Line code |
Line item |
01/01/2016 to 06/30/2016 |
01/01/2015 to 06/30/2015 |
|
7.01 |
Revenue |
247,000 |
18,000 |
|
7.01.02 |
Other revenue |
247,000 |
18,000 |
|
7.01.02.02 |
Other operating income |
247,000 |
18,000 |
|
7.02 |
Acquired from third parties |
(30,000) |
(3,000) |
|
7.02.02 |
Material, power, third-party services and other |
(30,000) |
(3,000) |
|
7.03 |
Gross value added |
217,000 |
15,000 |
|
7.05 |
Added value produced |
217,000 |
15,000 |
|
7.06 |
Value added received in transfer |
508,000 |
(714,000) |
|
7.06.01 |
Equity in subsidiaries |
265,000 |
(719,000) |
|
7.06.02 |
Financial income |
243,000 |
5,000 |
|
7.07 |
Total value added for distribution (distributed) |
725,000 |
(699,000) |
|
7.08 |
Total value added for distribution (distributed) |
725,000 |
(699,000) |
|
7.08.01 |
Employees |
1,000 |
3,000 |
|
7.08.01.01 |
Salaries |
1,000 |
3,000 |
|
7.08.02 |
Tax, charges and contributions |
1,000 |
7,000 |
|
7.08.02.01 |
Federal taxes |
1,000 |
7,000 |
|
7.08.03 |
Remuneration of third party capital |
(232,000) |
391,000 |
|
7.08.03.01 |
Interest |
(232,000) |
391,000 |
|
7.08.04 |
Remuneration of own capital |
955,000 |
(1,100,000) |
|
7.08.04.03 |
Income (loss) for the period |
955,000 |
(1,100,000) |
19
|
|
|
|
Line code |
Line item |
Current Year 06/30/2016 |
Prior Year 12/31/2015 |
|
1 |
Total assets |
8,753,000 |
10,369,000 |
|
1.01 |
Current assets |
2,163,000 |
2,462,000 |
|
1.01.01 |
Cash and cash equivalents |
607,000 |
1,072,000 |
|
1.01.02 |
Short-term investments |
397,000 |
551,000 |
|
1.01.02.01 |
Short-term investments at fair value |
397,000 |
551,000 |
|
1.01.02.01.03 |
Restricted cash |
- |
59,000 |
|
1.01.02.01.04 |
Short-term investments |
397,000 |
492,000 |
|
1.01.03 |
Trade receivables |
763,000 |
463,000 |
|
1.01.04 |
Inventories |
187,000 |
199,000 |
|
1.01.06 |
Recoverable taxes |
45,000 |
58,000 |
|
1.01.08 |
Other current assets |
164,000 |
119,000 |
|
1.01.08.03 |
Others |
164,000 |
119,000 |
|
1.01.08.03.03 |
Other credits |
164,000 |
117,000 |
|
1.01.08.03.04 |
Derivatives |
- |
2,000 |
|
1.02 |
Noncurrent assets |
6,590,000 |
7,907,000 |
|
1.02.01 |
Long-term assets |
1,687,000 |
1,917,000 |
|
1.02.01.06 |
Taxes |
179,000 |
181,000 |
|
1.02.01.06.01 |
Deferred Taxes |
108,000 |
108,000 |
|
1.02.01.06.02 |
Recoverable taxes |
71,000 |
73,000 |
|
1.02.01.09 |
Other noncurrent assets |
1,508,000 |
1,736,000 |
|
1.02.01.09.03 |
Restricted cash |
361,000 |
676,000 |
|
1.02.01.09.04 |
Deposits |
1,119,000 |
1,020,000 |
|
1.02.01.09.05 |
Other credits |
28,000 |
40,000 |
|
1.02.02 |
Investments |
14,000 |
18,000 |
|
1.02.03 |
Property, plant and equipment |
3,161,000 |
4,257,000 |
|
1.02.03.01 |
Property, plant and equipment in operation |
1,626,000 |
2,175,000 |
|
1.02.03.01.01 |
Other flight equipment |
1,351,000 |
1,420,000 |
|
1.02.03.01.02 |
Advances for property, plant and equipment acquisition |
157,000 |
624,000 |
|
1.02.03.01.04 |
Others |
118,000 |
131,000 |
|
1.02.03.02 |
Property, plant and equipment under leasing |
1,535,000 |
2,082,000 |
|
1.02.03.02.01 |
Property, plant and equipment under finance leases |
1,535,000 |
2,082,000 |
|
1.02.04 |
Intangible |
1,728,000 |
1,715,000 |
|
1.02.04.01 |
Intangible |
1,186,000 |
1,173,000 |
|
1.02.04.02 |
Goodwill |
542,000 |
542,000 |
The accompanying notes are an integral part of the quarterly information.
20
|
|
|
|
Line code |
Line item |
Current Year 06/30/2016 |
Prior Year 12/31/2015 |
|
2 |
Total liabilities and equity |
8,753,000 |
10,369,000 |
|
2.01 |
Current liabilities |
5,035,000 |
5,544,000 |
|
2.01.01 |
Salaries |
256,000 |
251,000 |
|
2.01.01.02 |
Salaries |
256,000 |
251,000 |
|
2.01.02 |
Suppliers |
866,000 |
902,000 |
|
2.01.03 |
Taxes payable |
118,000 |
119,000 |
|
2.01.04 |
Short-term debt |
998,000 |
1,397,000 |
|
2.01.05 |
Other current liabilities |
2,636,000 |
2,668,000 |
|
2.01.05.02 |
Others |
2,636,000 |
2,668,000 |
|
2.01.05.02.04 |
Taxes and landing fees |
278,000 |
314,000 |
|
2.01.05.02.05 |
Advance ticket sales |
1,079,000 |
1,207,000 |
|
2.01.05.02.06 |
Mileage program |
808,000 |
770,000 |
|
2.01.05.02.07 |
Advances from customers |
167,000 |
13,000 |
|
2.01.05.02.08 |
Other current liabilities |
126,000 |
223,000 |
|
2.01.05.02.09 |
Derivatives |
178,000 |
141,000 |
|
2.01.06 |
Provisions |
161,000 |
207,000 |
|
2.02 |
Noncurrent liabilities |
7,105,000 |
9,148,000 |
|
2.02.01 |
Long-term debt |
5,956,000 |
7,908,000 |
|
2.02.02 |
Other non-current liabilities |
319,000 |
331,000 |
|
2.02.02.02 |
Others |
319,000 |
331,000 |
|
2.02.02.02.03 |
Mileage program |
225,000 |
221,000 |
|
2.02.02.02.05 |
Taxes payable |
42,000 |
39,000 |
|
2.02.02.02.06 |
Other non-current liabilities |
52,000 |
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 |
591,000 |
664,000 |
|
2.03 |
Equity |
(3,387,000) |
(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 |
192,000 |
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 |
(15,000) |
(23,000) |
|
2.03.02.07 |
Share-based payments reserve |
108,000 |
103,000 |
|
2.03.05 |
Accumulated losses |
(7,207,000) |
(8,162,000) |
|
2.03.06 |
Other comprehensive income |
487,000 |
511,000 |
|
2.03.06.01 |
Equity valuation adjustments |
(200,000) |
(179,000) |
|
2.03.06.02 |
Gains on change in investment |
687,000 |
690,000 |
|
2.03.09 |
Non-controlling interests |
216,000 |
224,000 |
The accompanying notes are an integral part of the quarterly information.
21
|
|
|
|
|
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | |
|
Line code |
Line item |
04/01/2016 to 06/30/2016 |
01/01/2016 to 06/30/2016 |
04/01/2015 to 06/30/2015 |
01/01/2015 to 06/30/2015 |
|
3.01 |
Sales and services revenue |
2,089,000 |
4,802,000 |
2,131,000 |
4,636,000 |
|
3.01.01 |
Passenger |
1,791,000 |
4,230,000 |
1,847,000 |
4,074,000 |
|
3.01.02 |
Cargo and other |
298,000 |
572,000 |
284,000 |
562,000 |
|
3.02 |
Cost of sales and/or services |
(1,838,000) |
(3,937,000) |
(1,993,000) |
(3,956,000) |
|
3.03 |
Gross profit |
251,000 |
865,000 |
138,000 |
680,000 |
|
3.04 |
Operating expenses |
(422,000) |
(599,000) |
(388,000) |
(777,000) |
|
3.04.01 |
Sales expenses |
(224,000) |
(423,000) |
(235,000) |
(441,000) |
|
3.04.01.01 |
Marketing expenses |
(224,000) |
(423,000) |
(235,000) |
(441,000) |
|
3.04.02 |
General and administrative expenses |
(173,000) |
(360,000) |
(162,000) |
(352,000) |
|
3.04.04 |
Other operating income |
- |
187,000 |
10,000 |
19,000 |
|
3.04.05 |
Other operating expenses |
(26,000) |
- |
- |
- |
|
3.04.06 |
Equity in subsidiaries |
1,000 |
(3,000) |
(1,000) |
(3,000) |
|
3.05 |
Income before taxes and financial result |
(171,000) |
266,000 |
(250,000) |
(97,000) |
|
3.06 |
Financial result |
543,000 |
929,000 |
16,000 |
(850,000) |
|
3.06.01 |
Financial income |
897,000 |
1,622,000 |
274,000 |
210,000 |
|
3.06.01.01 |
Financial income |
118,000 |
190,000 |
69,000 |
210,000 |
|
3.06.01.02 |
Exchange variation, net |
779,000 |
1,432,000 |
205,000 |
- |
|
3.06.02 |
Financial expenses |
(354,000) |
(693,000) |
(258,000) |
(1,060,000) |
|
3.06.02.01 |
Exchange variation, net |
- |
- |
- |
(568,000) |
|
3.06.02.02 |
Financial expenses |
(354,000) |
(693,000) |
(258,000) |
(492,000) |
|
3.07 |
Loss before income taxes |
372,000 |
1,195,000 |
(234,000) |
(947,000) |
|
3.08 |
Tax expenses |
(62,000) |
(128,000) |
(121,000) |
(81,000) |
|
3.08.01 |
Current |
(61,000) |
(124,000) |
(4,000) |
8,000 |
|
3.08.02 |
Deferred |
(1,000) |
(4,000) |
(117,000) |
(89,000) |
|
3.09 |
Net loss from continuing operations |
310,000 |
1,067,000 |
(355,000) |
(1,028,000) |
|
3.11 |
Net loss for the period |
310,000 |
1,067,000 |
(355,000) |
(1,028,000) |
|
3.11.01 |
Attributable to Company’ shareholders |
253,000 |
955,000 |
(396,000) |
(1,100,000) |
|
3.11.02 |
Attributable to non-controlling Company’ shareholders |
57,000 |
112,000 |
41,000 |
72,000 |
|
3.99 |
Income (loss) per share – (Reais/share) |
||||
|
3.99.01 |
Basic loss per share |
||||
|
3.99.01.01 |
Common |
0.02100 |
0.07900 |
(0.04000) |
(0.11200) |
|
3.99.01.02 |
Preferred |
0.73300 |
2.76100 |
(1.40700) |
(3.91300) |
|
3.99.02 |
Diluted loss per share |
||||
|
3.99.02.01 |
Common |
0.02100 |
0.07900 |
(0.04000) |
(0.11200) |
|
3.99.02.02 |
Preferred |
0.73300 |
2.76100 |
(1.40800) |
(3.91400) |
The accompanying notes are an integral part of the quarterly information.
22
|
|
|
|
Current Quarter |
Current Year |
Same Quarter Prior Year |
Prior Year YTD | ||
|
Line code |
Line item |
04/01/2016 to 06/30/2016 |
01/01/2016 to 06/30/2016 |
04/01/2015 to 06/30/2015 |
01/01/2015 to 06/30/2015 |
|
4.01 |
Net loss for the period |
310,000 |
1,067,000 |
(355,000) |
(1,028,000) |
|
4.02 |
Other comprehensive income (loss) |
(9,000) |
(21,000) |
37,000 |
(3,000) |
|
4.02.01 |
Cash flow hedges |
(14,000) |
(32,000) |
56,000 |
(4,000) |
|
4.02.02 |
Tax effect |
5,000 |
11,000 |
(19,000) |
1,000 |
|
4.03 |
Comprehensive income (loss) for the period |
301,000 |
1,046,000 |
(318,000) |
(1,031,000) |
|
4.03.01 |
Attributable to Company’ shareholders |
244,000 |
934,000 |
(359,000) |
(1,103,000) |
|
4.03.02 |
Attributable to non-controlling Company’ shareholders |
57,000 |
112,000 |
41,000 |
72,000 |
The accompanying notes are an integral part of the quarterly information.
23
|
|
|
|
|
|
Current Year |
Prior Year |
|
Line code |
Line item |
01/01/2016 to 06/30/2016 |
01/01/2015 to 06/30/2015 |
|
6.01 |
Net cash flows (used in) from operating activities |
(545,000) |
555,000 |
|
6.01.01 |
Cash flows from operating activities |
(447,000) |
1,447,000 |
|
6.01.01.01 |
Depreciation and amortization |
225,000 |
198,000 |
|
6.01.01.02 |
Allowance for doubtful accounts |
7,000 |
20,000 |
|
6.01.01.03 |
Provisions for legal proceedings |
22,000 |
25,000 |
|
6.01.01.04 |
Provision for inventory obsolescence |
- |
2,000 |
|
6.01.01.05 |
Deferred taxes |
4,000 |
(8,000) |
|
6.01.01.06 |
Share-based payments |
8,000 |
6,000 |
|
6.01.01.07 |
Exchange and monetary variations, net |
(1,208,000) |
902,000 |
|
6.01.01.08 |
Interest on loans, financial lease and amortization of costs on loans |
330,000 |
282,000 |
|
6.01.01.09 |
Unrealized hedge results, net |
43,000 |
(5,000) |
|
6.01.01.12 |
Write-off property, plant and equipment and intangible assets |
114,000 |
7,000 |
|
6.01.01.14 |
Provision for profit sharing |
5,000 |
15,000 |
|
6.01.01.15 |
Equity in subsidiaries |
3,000 |
3,000 |
|
6.01.02 |
Changes assets and liabilities |
(1,165,000) |
136,000 |
|
6.01.02.01 |
Trade receivables |
(307,000) |
(118,000) |
|
6.01.02.02 |
Short-term investments |
(54,000) |
280,000 |
|
6.01.02.03 |
Inventories |
12,000 |
(32,000) |
|
6.01.02.04 |
Deposits |
(240,000) |
53,000 |
|
6.01.02.05 |
Recoverable taxes |
15,000 |
- |
|
6.01.02.07 |
Suppliers |
(48,000) |
61,000 |
|
6.01.02.08 |
Advanced ticket sales |
(128,000) |
(19,000) |
|
6.01.02.09 |
Obligations arising from derivative transactions |
(36,000) |
2,000 |
|
6.01.02.10 |
Advances from customers |
154,000 |
71,000 |
|
6.01.02.11 |
Salaries, wages and benefits |
- |
6,000 |
|
6.01.02.12 |
Taxes and airport fees |
(36,000) |
13,000 |
|
6.01.02.13 |
Tax obligations |
96,000 |
50,000 |
|
6.01.02.14 |
Provisions |
(76,000) |
(17,000) |
|
6.01.02.15 |
Other assets (liabilities ) |
(121,000) |
(19,000) |
|
6.01.02.16 |
Interest paid |
(344,000) |
(247,000) |
|
6.01.02.17 |
Income tax paid |
(94,000) |
(80,000) |
|
6.01.02.18 |
Mileage program |
42,000 |
132,000 |
|
6.01.03 |
Other |
1,067,000 |
(1,028,000) |
|
6.01.03.01 |
Net profit (loss) for the period |
1,067,000 |
(1,028,000) |
|
6.02 |
Net cash generated by (used in) investing activities |
840,000 |
(448,000) |
|
6.02.03 |
Restricted cash |
374,000 |
(7,000) |
|
6.02.04 |
Property, plant and equipment |
(76,000) |
(309,000) |
|
6.02.05 |
Intangible |
(9,000) |
(20,000) |
|
6.02.08 |
Advances for purchase of property, plant and equipment, net |
467,000 |
(36,000) |
|
6.02.09 |
Short-term investments – Smiles subsidiary |
83,000 |
(77,000) |
|
6.02.10 |
Dividends received through subsidiary |
1,000 |
1,000 |
|
6.03 |
Net cash flows used in financing activities |
(741,000) |
(234,000) |
|
6.03.01 |
Loan funding, net of issuance costs |
- |
298,000 |
|
6.03.02 |
Loan payments |
(361,000) |
(352,000) |
|
6.03.04 |
Capital increase from non-controlling shareholders |
4,000 |
4,000 |
|
6.03.06 |
Finance lease payments |
(230,000) |
(184,000) |
|
6.03.08 |
Dividends paid to non-controlling shareholders |
(154,000) |
- |
|
6.04 |
Foreign exchange and monetary variations, net |
(19,000) |
(149,000) |
|
6.05 |
Net increase in cash and cash equivalents |
(465,000) |
(276,000) |
|
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 |
607,000 |
1,623,000 |
24
|
|
|
Statements of changes in equity – From 01/01/2015 to 06/30/2015
|
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 |
- |
9,000 |
- |
- |
9,000 |
(91,000) |
(82,000) |
|
5.04.08 |
Stock options exercised |
- |
- |
- |
- |
- |
4,000 |
4,000 |
|
5.04.12 |
Share-based payments |
- |
6,000 |
- |
- |
6,000 |
- |
6,000 |
|
5.04.13 |
Dividend distributed |
- |
- |
- |
- |
- |
(96,000) |
(96,000) |
|
5.04.14 |
Gains on change on investment |
- |
3,000 |
- |
- |
3,000 |
1,000 |
4,000 |
|
5.05 |
Total comprehensive (loss) income |
- |
- |
(1,100,000) |
(2,000) |
(1,102,000) |
72,000 |
(1,030,000) |
|
5.05.01 |
Net loss for the period |
- |
- |
(1,100,000) |
- |
(1,100,000) |
72,000 |
(1,028,000) |
|
5.05.02 |
Other comprehensive income (loss) |
- |
- |
- |
(2,000) |
(2,000) |
- |
(2,000) |
|
5.05.02.08 |
Other comprehensive results, net |
- |
- |
- |
(2,000) |
(2,000) |
- |
(2,000) |
|
5.07 |
Closing balance |
2,469,000 |
862,000 |
(4,801,000) |
(141,000) |
(1,611,000) |
166,000 |
(1,445,000) |
Statements of changes in equity – From 01/01/2016 to 06/30/2016
|
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 |
2,925,000 |
869,000 |
(8,162,000) |
(179,000) |
(4,547,000) |
224,000 |
(4,323,000) |
|
5.03 |
Adjusted balance |
2,925,000 |
869,000 |
(8,162,000) |
(179,000) |
(4,547,000) |
224,000 |
(4,323,000) |
|
5.04 |
Stockholder’s capital transactions |
- |
10,000 |
- |
- |
10,000 |
(120,000) |
(110,000) |
|
5.04.08 |
Stock options exercised |
- |
- |
- |
- |
- |
4,000 |
4,000 |
|
5.04.09 |
Loss on change on investment |
- |
(3,000) |
- |
- |
(3,000) |
- |
(3,000) |
|
5.04.11 |
Share-based payments |
- |
13,000 |
- |
- |
13,000 |
- |
13,000 |
|
5.04.12 |
Dividend distributed |
- |
- |
- |
- |
- |
(124,000) |
(124,000) |
|
5.05 |
Total comprehensive (loss) income |
- |
- |
955,000 |
(21,000) |
(934,000) |
112,000 |
1,046,000 |
|
5.05.01 |
Net loss for the period |
- |
- |
955,000 |
- |
(955,000) |
112,000 |
1,067,000 |
|
5.05.02 |
Other comprehensive income (loss) |
- |
- |
- |
(21,000) |
(21,000) |
- |
(21,000) |
|
5.05.02.08 |
Other comprehensive results, net |
- |
- |
- |
(21,000) |
(21,000) |
- |
(21,000) |
|
5.07 |
Closing balance |
2,925,000 |
879,000 |
(7,207,000) |
(200,000) |
(3,603,000) |
216,000 |
(3,387,000) |
The accompanying notes are an integral part of the quarterly information.
25
|
|
|
|
Current Year |
Prior Year | ||
|
Line code |
Line item |
01/01/2016 to 06/30/2016 |
01/01/2015 to 06/30/2015 |
|
7.01 |
Revenue |
5,373,000 |
4,973,000 |
|
7.01.02 |
Other revenue |
5,370,000 |
4,937,000 |
|
7.01.02.01 |
Passengers, cargo and other |
5,123,000 |
4,919,000 |
|
7.01.02.02 |
Other operating income |
247,000 |
18,000 |
|
7.01.04 |
Allowance/reversal for doubtful accounts |
3,000 |
36,000 |
|
7.02 |
Acquired from third parties |
(3,228,000) |
(3,317,000) |
|
7.02.02 |
Material, power, third-party services and other |
(1,571,000) |
(1,357,000) |
|
7.02.04 |
Other |
(1,657,000) |
(1,960,000) |
|
7.02.04.01 |
Suppliers of fuel and lubrificants |
(1,384,000) |
(1,640,000) |
|
7.02.04.02 |
Aircraft insurance |
(18,000) |
(13,000) |
|
7.02.04.03 |
Sales and advertising |
(255,000) |
(307,000) |
|
7.03 |
Gross value added |
2,145,000 |
1,656,000 |
|
7.04 |
Retentions |
(225,000) |
(198,000) |
|
7.04.01 |
Depreciation, amortization and exhaustion |
(225,000) |
(198,000) |
|
7.05 |
Added value produced |
1,920,000 |
1,458,000 |
|
7.06 |
Value added received in transfer |
2,068,000 |
207,000 |
|
7.06.01 |
Equity in subsidiaries |
(3,000) |
(3,000) |
|
7.06.02 |
Financial income |
2,071,000 |
210,000 |
|
7.07 |
Total wealth for distribution |
3,988,000 |
1,665,000 |
|
7.08 |
Wealth for distribution |
3,988,000 |
1,665,000 |
|
7.08.01 |
Employees |
748,000 |
751,000 |
|
7.08.01.01 |
Salaries |
613,000 |
609,000 |
|
7.08.01.02 |
Benefits |
82,000 |
90,000 |
|
7.08.01.03 |
F.G.T.S. |
53,000 |
52,000 |
|
7.08.02 |
Tax, charges and contributions |
445,000 |
422,000 |
|
7.08.02.01 |
Federal taxes |
427,000 |
408,000 |
|
7.08.02.02 |
State taxes |
17,000 |
13,000 |
|
7.08.02.03 |
Municipal taxes |
1,000 |
1,000 |
|
7.08.03 |
Remuneration of third party capital |
1,728,000 |
1,520,000 |
|
7.08.03.01 |
Interest |
1,095,000 |
1,048,000 |
|
7.08.03.02 |
Rent |
604,000 |
459,000 |
|
7.08.03.03 |
Other |
29,000 |
13,000 |
|
7.08.04 |
Remuneration of own capital |
1,067,000 |
(1,028,000) |
|
7.08.04.03 |
Loss for the period |
955,000 |
(1,100,000) |
|
7.08.04.04 |
Non-controlling interest |
112,000 |
72,000 |
The accompanying notes are an integral part of the quarterly information.
26
|
|
|
1. Operations
Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GLAI”) is a publicly-listed company established on March 12, 2004, in accordance with Brazilian corporate legislation. The Company is engaged in controlling its subsidiaries: (i) VRG Linhas Aéreas S.A. (“VRG”), which essentially explores (a) the regular and nonregular 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 By-laws; 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) the 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 Inc. (“Gol Finance”), Gol LuxCo S.A. (“Gol LuxCo”) and Gol Dominicana Lineas Aereas SAS (“Gol Dominicana”), and indirect parent Company of Webjet Participações S.A. (“Webjet”).
The Company’s registered office is at Pça. Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.
The Company’s shares are traded on the BM&FBOVESPA and on the New York Stock Exchange (“NYSE”). The Company adopted Level 2 Differentiated Corporate Governance Practices 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
The Company has been severely affected by the devaluation of the Brazilian Real, since its costs denominated in U.S. dollars in 2015 accounted for approximately 50% against around 10% of revenues, even though this downward trend has been partly reversed during the period ended June 30, 2016. In addition, events such as the fall in Brazil’s GDP (shrinkage of the economy), oversupply in the market, and the worsening of the economic crisis, which has affected demand by corporate customers and government, have created a difficult situation for 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 strategic customers and suppliers to maintain short-term solvency, in particular through agreements to delay delivery of aircraft in the next few years, negotiating the advanced purchase of tickets by Smiles, extending maturity dates for payments to suppliers, and bringing forward payment of receivables from customers.
27
|
|
|
(b) The Company has adjusted its flight network to focus on the more profitable routes. The Company began operating its new flight network in May 2016.
(c) As a result of these changes, the Company is also working to reduce the number of aircraft used for its operations, so as to reduce the number of seats available and bring supply into line with demand in the domestic market. The Company anticipates returning at least 20 aircraft. These measures will lead to a significant reduction in fleet maintenance costs. The intention is to adjust the Company’s structure to sustainable levels.
(d) Readjustment of the structure of debt and leasing for the purpose of revising the amounts related to lease agreements that are part of the Company's debt structure. As a result, the Company made the hiring of the Sky Works business services for review of existing lease agreements. Additionally, in the six months ended June 30, 2016, the Company prepaid ended the financial lease of 8 aircraft, of which 6 were converted into operating lease of short and medium-term contracts, as described in Note 15. As part of the realignment initiative of the debt structure, the Company also made the offer to exchange securities, enabling an effective reduction of US$102 (R$327), according to Note 31a.
It should be noted that, however realistic the business plan, the political and economic uncertainties in Brazil may adversely affect the anticipated results. Additionally, the extreme volatility of the macroeconomic variables creates uncertainty and could jeopardize future results and the stability 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 quarterly information
This quarterly information form was approved by the Board of Directors and had its publication authorized at a meeting held on August 12, 2016.
2.1. Basis of preparation
The Company’s individual and consolidated quarterly information for the six-month period ended June 30, 2016, has been prepared in accordance with International Accounting Standards (“IAS”) No. 34, and Accounting Pronouncement No. 21 (R1) (CPC 21), which deals with interim statements, and the standards issued by the Brazilian Securities and Exchange Commission, applicable to the preparation of quarterly information.
28
|
|
|
This quarterly information was prepared based on historical cost, except for certain financial assets and liabilities that are measured at fair value and investments measured using the equity method.
The individual and consolidated quarterly information does not include all the information or disclosures required in the individual and consolidated annual financial statements, and it should therefore be read in conjunction with the individual and consolidated financial statements for the year ended December 31, 2015, and approved on March 28, 2016, which were prepared in accordance with the accounting practices generally accepted in Brazil and the international financial reporting standards (IFRS). There were no changes between December 31, 2015, and June 30, 2016, in the accounting practices adopted, with the exception of the new standards, amendments and interpretations described in Note 2.2. The Company has not adopted in advance any standard, amendment or interpretation issued but not yet in force.
Shareholders’ equity shown in the individual and consolidated quarterly information is the same except for the interest of non-controlling shareholders in Smiles S.A., which appears in consolidated shareholders’ equity.
29
|
|
|
|
Entity |
Date of constitution |
Location |
Operational activity |
Type of control |
% equity interest | |
|
06/30/2016 |
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 |
Luxembourg |
Financial funding |
Direct |
100.0 |
100.0 |
|
Subsidiaries: |
|
|
|
|
|
|
|
VRG |
04/9/2007 |
Brazil |
Flight transportation |
Direct |
100.0 |
100.0 |
|
Webjet |
08/1/2011 |
Brazil |
Flight transportation |
Indirect |
100.0 |
100.0 |
|
Smiles |
06/10/2012 |
Brazil |
Frequent flyer program |
Direct |
54.0 |
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 |
11/8/2013 |
Brazil |
Frequent flyer program |
Indirect |
21.3 |
21.3 |
(*) These are entities constituted with the specific purpose of pursuing with the Company’s operations or which represent rights and/or obligations established solely to meet the Company’s needs. They have no management bodies and cannot take independent decisions. The assets and liabilities of these companies are consolidated line by line in the Parent Company’s financial statements.
2.2. New standards, amendments and interpretations of standards
The following new standards, amendments and interpretations have been issued by the IASB and are in force as from January 1, 2016, but have had no material effect on the quarterly information since they were adopted:
Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests – Applicable to annual periods beginning on or after January 1, 2016, with early adoption not permitted in Brazil;