goldf3q11_6ka.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K/A
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of May, 2012
(Commission File No. 001-32221) ,
 

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


 
R. Tamoios, 246
Jd. Aeroporto 
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of Regristrant's principal executive offices)

 


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

Form 20-F ___X___ Form 40-F ______

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yes ______ No ___X___

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

 

                                                                                      

ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 


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

 

Gol Linhas Aéreas
Inteligentes S.A.

Individual and Consolidated Interim

Financial Information for the

Quarter Ended September 30, 2011 and

Report on Review of

Interim Financial Information

 

Deloitte Touche Tohmatsu Auditores Independentes

 

 

 

 

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1
 
Index   
 
Company data   
Capital  01 
Individual Financial Statements   
Balance Sheet - Assets  02 
Balance Sheet - Liability  03 
Income Statement  04 
Statements of Comprehensive Income  05 
Statements of Cash Flows  06 
Statement of Changes in Equity   
Statement of Changes in Equity – 01/01/2011 to 09/30/2011  07 
Statement of Changes in Eequity – 01/01/2010 to 09/30/2010  08 
Statement of Value Added  09 
Consolidated Financial Statements   
Balance Sheet - Assets  10 
Balance sheet - Liability  11 
Income Statement  12 
Statement of Comprehensive Income  13 
Statements of Cash Flows  14 
Statement of Changes in Equity   
Statement of Changes in Equity – 01/01/2011 to 09/30/2011  15 
Statement of Changes in Equity – 01/01/2010 to 09/30/2010  16 
Statement of Value Added  17 
Comments on performance  18 
Notes  27 
Opinions and Statements   
Report on Review of Interim Financial Information  71 

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Company Profile / Subscribed Capital

 

Number of Shares  Current Quarter 
(Thousands)  09/30/2011 
Paid-in Capital   
Common  137,032,734 
Preferred  133,354,132 
Total  270,386,866 
Treasury   
Common  0 
Preferred  2,317,125 
Total  2,317,125 
 

 

 

 

 

  Page 1 of 62

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements / Balance Sheets – Assets

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Prior Year

Line code

Line item

09/30/2011

12/31/2010

1

Total Assets

3,381,840

4,220,800

1.01

Current Assets

199,037

292,150

1.01.01

Cash and Cash Equivalents

125,621

229,436

1.01.02

Short-term Investments

24,948

19,790

1.01.02.01

Short-term Investments at Fair Value

24,948

19,790

1.01.02.01.02

Available for sale

24,948

19,790

1.01.06

Recoverable Taxes

36,448

34,901

1.01.06.01

Current Recoverable Taxes

36,448

34,901

1.01.07

Prepaid Expenses

1,720

5,131

1.01.08

Other Current Assets

10,300

2,892

1.01.08.01

Noncurrent Available for Sale Assets

10,000

-

1.01.08.01.01

Restricted Cash

10,000

-

1.01.08.03

Other

300

2,892

1.02

Noncurrent Assets

3,182,803

3,928,650

1.02.01

Long-term Assets

405,956

511,499

1.02.01.06

Deferred Taxes

19,681

20,719

1.02.01.06.01

Deferred Income Taxes

19,681

20,719

1.02.01.08

Related-party Transactions

372,679

483,230

1.02.01.09

Other Noncurrent Assets

13,596

7,550

1.02.02

Investments

2,023,366

2,750,723

1.02.02.01

Equity Investments

2,023,366

2,750,723

1.02.02.01.02

Equity in Subsidiaries

2,023,366

2,750,723

1.02.03

Property, Plant and Equipment

753,371

666,251

1.02.03.03

Property, Plant and Equipment

753,371

666,251

1.02.03.03.01

Advances for acquisition of aircraft

345,770

308,494

1.02.03.03.02

Ownership right of Property, Plant and Equipment

407,601

357,757

1.02.04

Intangible Assets

110

177

1.02.04.01

Intangible Assets.

110

177

1.02.04.01.01

Concession Agreement

110

177

 

 

 

  Page 2 of 62

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements / Balance Sheets - Liabilities

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Prior Year

Line code

Line item

09/30/2011

12/31/2010

2

Total Liabilities and Equity

3,381,840

4,220,800

2.01

Current Liabilities

45,573

88,632

2.01.01

Salaries, Wages and Benefits

25

24

2.01.01.02

Salaries, Wages and Benefits

25

24

2.01.02

Accounts Payable

1,023

2,210

2.01.03

Taxes Payable

3,031

719

2.01.04

Short-term Debt

40,873

34,229

2.01.04.01

Short-term Debt

40,873

34,229

2.01.05

Other Current Liabilities

7

51,450

2.01.05.02

Other

7

51,450

2.01.05.02.01

Dividends Payable

7

51,450

2.01.06

Provisions

614

-

2.02

Noncurrent Liabilities

1,338,896

1,202,999

2.02.01

Long-term Debt

1,331,004

1,193,316

2.02.01.01

Long-term Debt

1,331,004

1,193,316

2.02.02

Other Liabilities

7,892

9,683

2.02.02.02

Other

7,892

9,683

2.03

Consolidated Equity

1,997,371

2,929,169

2.03.01

Capital

2,297,268

2,296,461

2.03.01.01

Issued Capital

2,316,462

2,315,655

2.03.01.02

Cost on Issued Shares

(19,194)

(19,194)

2.03.02

Capital Reserves

89,314

92,103

2.03.02.05

Treasury Shares

(34,675)

(11,887)

2.03.02.08

Share-based Payments

63,726

43,727

2.03.02.09

Capital Reserve

60,263

60,263

2.03.04

Retained Earnings

529,532

529,532

2.03.05

Accumulated Losses

(843,269)

-

2.03.06

Other Comprehensive Income

(75,474)

11,073

 

  Page 3 of 62

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements /Income Statement

(In Thousands of Brazilian Reais)

Line code

Line item

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

 

 

07/01/2011 to 09/30/2011

01/01/2011 to 09/30/2011

(Restated)

07/01/2010 to 09/30/2010

01/01/2010 to 09/30/2010

3.04

Operating Expenses/Income

(332,729)

(624,693)

82,902

129,614

3.04.02

General and administrative expenses

(7,512)

(29,571)

(10,649)

(30,310)

3.04.04

Other operating expenses

-

7,356

-

17,762

3.04.06

Equity in subsidiaries

(325,217)

(602,478)

93,551

142,162

3.05

Income Before Income Taxes and Financial Income/Expenses

(332,729)

(624,693)

82,902

129,614

3.06

Finance Income/Expenses

(180,329)

(177,672)

25,913

(47,212)

3.06.01

Financial income

3,359

14,513

56,732

26,159

3.06.01.01

Income from Investments

3,359

10,810

5,697

13,640

3.06.01.02

Exchange variation

-

-

49,582

-

3.06.01.03

Derivatives, Net Revenues

-

-

-

12,519

3.06.01.04

Other Financial Income

-

3,703

1,453

-

3.06.02

Financial expenses

(183,688)

(192,185)

(30,819)

(73,371)

3.06.02.01

Interest on Borrowings

(27,509)

(81,389)

(25,144)

(60,556)

3.06.02.02

Exchange variation

(156,120)

(110,796)

-

-

3.06.02.03

Other expenses

(59)

-

-

(432)

3.06.02.04

Derivatives, Net Losses

-

-

(5,675)

(12,383)

3.07

Income Before Income Taxes

(513,058)

(802,365)

108,815

82,402

3.08

Income Tax (Expenses)

(3,442)

(3,442)

1,155

(417)

3.08.01

Current

(2,404)

(2,404)

1,155

-

3.08.02

Deferred

(1,038)

(1,038)

-

-

3.09

Profit from Continuing Operations

(516,500)

(805,807)

109,970

81,985

3.11

Profit (Loss) for the Period

(516,500)

(805,807)

109,970

81,985

 

 

 

 

 

 

 

 

 

  Page 4 of 62

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Statements of Comprehensive Income

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

07/01/2011 to 09/30/2011

01/01/2011 to 09/30/2011

(Restated)

07/01/2010 to 09/30/2010

01/01/2010 to 09/30/2010

4.01

Net Profit (Loss) for the Period

(516,500)

(805,807)

109,970

81,985

4.02

Other Comprehensive Income

(73,032)

(86,547)

4,943

2,956

4.03

Comprehensive Income for the period

(589,532)

(892,354)

114,913

84,941

 

 

 

 

 

  Page 5 of 62

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements / Statements of Cash Flows – Indirect Method

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Line code

Line item

01/01/2011 to 09/30/2011

01/01/2010 to 09/30/2010

6.01

Net Cash Provided by (Used in) Operating Activities

(61,453)

44,473

6.01.01

Cash Flows from Operating Activities

741,197

(106,950)

6.01.01.01

Depreciation and Amortization

67

67

6.01.01.02

Deferred Taxes

1,038

-

6.01.01.03

Equity in subsidiaries

602,478

(142,162)

6.01.01.04

Shared-based Payments

19,999

20,664

6.01.01.05

Exchange and Monetary Variations, Net

135,533

(12,519)

6.01.01.06

Interests on Loans, Net

81,389

58,654

6.01.01.07

Derivatives, net result

-

-

6.01.01.08

Interests Paid

(95,380)

(41,631)

6.01.01.09

Income Tax Paid

(3,440)

(417)

6.01.01.10

Unrealized Hedge Loss, Net of taxes

(487)

(23,645)

6.01.01.11

Write-off of Property, Plant, Equipment, and Intangible Assets

-

34,039

6.01.02

Changes Assets and Liabilities

3,157

69,438

6.01.02.01

Deposits

(6,046)

46,882

6.01.02.02

Recoverable Taxes

1,870

67,939

6.01.02.04

Tax Obligation

3,958

(771)

6.01.02.07

Other Liabilities

1,967

(34,388)

6.01.02.08

Accounts Payable

(1,187)

-

6.01.02.10

Liabilities with derivatives operation

-

(10,224)

6.01.02.11

Other Receivables

2,595

-

6.01.03

Other

(805,807)

81,985

6.01.03.01

Net Income (loss) for the Period

(805,807)

81,985

6.02

Net Cash Used in Investing Activities

(102,277)

(274,221)

6.02.01

Short-term Investments

(5,158)

(124,575)

6.02.02

Restricted Cash

(10,000)

1,198

6.02.04

Purchase of Property, Plant and Equipment

(87,119)

(150,844)

6.03

Net Cash Generated by Financing Activities

59,915

145,529

6.03.01

Debts

-

551,826

6.03.02

Payments of Debts

-

(48,338)

6.03.03

Credit with related parties

110,551

(291,855)

6.03.04

Capital increase

807

119,735

6.03.05

Dividends Paid

(51,443)

(185,839)

6.05

Net Decrease in Cash and Cash Equivalents

(103,815)

(84,219)

6.05.01

Cash and Cash Equivalents at Beginning of the Period

229,436

226,987

6.05.02

Cash and Cash Equivalents at End of the Period

125,621

142,768

 

  Page 6 of 62

 


 
ITR - Quarterly Information – 09/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements / Statements of Changes in Equity – From 01/01/2011 to 09/30/2011

(In Thousands of Brazilian Reais)

LINE CODE

LINE ITEM

CAPITAL STOCK

CAPITAL RESERVES, OPTIONS GRANTED AND TREASURE SHARES

INCOME
RESERVES

ACCUMULATED

OTHER COMPREHENSIVE INCOME

TOTAL

LOSSES

CONSOLIDATED

 

EQUITY

5.01  

Balance as of December 31, 2010

2,296,461

92,103

529,532

-

11,073

2,929,169

5.02

Error adjustment, net of taxes - note 2.2

-

-

-

(37,462)

-

(37,462)

5.03

Restated balance as of January 1, 2011

2,296,461

92,103

529,532

(37,462)

11,073

2,891,707

5.04

Shareholders Capital Transactions

807

(2,789)

-

-

-

(1,982)

5.04.01

Capital Increase

807

-

-

-

-

807

5.04.08

Stock Option

-

19,999

-

-

-

19,999

5.04.09

Repurchase of issued shares

-

(22,788)

-

-

-

(22,788)

5.05

Total Other Comprehensive Income

-

-

-

(805,807)

(86,547)

(892,354)

5.05.01

Losses for the Period

-

-

-

(805,807)

-

(805,807)

5.05.02

Other Comprehensive Income

-

-

-

-

(86,547)

(86,547)

5.07

Balance as of December 31, 2011

2,297,268

89,314

529,532

(843,269)

(75,474)

1,997,371

 

  Page 7 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements / Statement of Changes in  Equity – From 01/01/2010 to 09/30/2010

(In Thousands of Brazilian Reais)

LINE CODE

LINE ITEM

CAPITAL STOCK

CAPITAL RESERVES, OPTIONS GRANTED AND TREASURE SHARES

INCOME
RESERVES

ACCUMULATED

OTHER COMPREHENSIVE INCOME

TOTAL

LOSSES

CONSOLIDATED

 

EQUITY

5.01

Balance as of December 31, 2009

2,175,600

67,360

596,627

(230,419)

818

2,609,986

5.03

Adjusted Balance

2,175,600

67,360

596,627

(230,419)

818

2,609,986

5.04

Shareholders Capital Transactions

119,735

20,664

-

-

-

140,399

5.04.01

Capital Increase

119,735

-

-

-

-

119,735

5.04.08

Stock Option

-

20,664

-

-

-

20,664

5.05

Total Other Comprehensive Income

-

-

-

81,985

2,956

84,941

5.05.01

Profit for the Period

-

-

-

81,985

-

81,985

5.05.02

Other Comprehensive Income

-

-

-

-

2,956

2,956

5.07

Balance as of December 31, 2010

2,295,335

88,024

596,627

(148,434)

3,774

2,835,326

 

  Page 8 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Individual Interim Financial Statements / Statements of Value Added

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Account Code

 Account Description

01/01/2011 to 09/30/2011
(Restated)

01/01/2010 to
09/30/2010

7.01

Revenues

7,356

17,765

7.01.02

Other Income

7,356

17,765

7.02

Acquired from Third Parties

(6,862)

(5,106)

7.02.02

Materials, Energy, Outside Services and Other

(6,272)

(4,868)

7.02.04

Other

(590)

(238)

7.03

Gross Value Added

494

12,659

7.04

Retentions

(67)

(67)

7.04.01

Depreciation, Amortization and Exhaustion

(67)

(67)

7.05

Added Value Produced

427

12,592

7.06

Value Added Received in Transfer

(505,414)

309,201

7.06.01

Equity equivalence result

(602,478)

142,162

7.06.02

Finance income

97,064

167,039

7.07

Total Wealth for Distribution (Distributed)

(504,987)

321,793

7.08

Wealth for Distribution (Distributed)

(504,987)

321,793

7.08.01

Employees

21,134

21,835

7.08.02

Taxes

3,594

567

7.08.03

Third Part Capital Remuneration

276,092

217,406

7.08.03.03

Other

276,092

217,406

7.08.03.03.01

Lessors

1,356

3,155

7.08.03.03.02

Lenders

274,736

214,251

7.08.04

Own Capital Remuneration

(805,807)

81,985

7.08.04.03

Retained earnings / Losses for the period

(805,807)

81,985

 

  Page 9 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated Interim Financial Statements / Balance Sheets – Assets

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Prior Year

Line code

Line item

09/30/2011

(Restated)

12/31/2010

1

Total Assets

9,632,749

9,063,847

1.01

Current Assets

2,302,561

2,704,852

1.01.01

Cash and Cash Equivalents

1,302,673

1,955,858

1.01.02

Short-term Investments

163,176

22,606

1.01.02.01

Short-term Investments at Fair Value

-

-

1.01.02.01.02

Available for sale

-

-

1.01.03

Trade Receivables

326,634

303,054

1.01.03.01

Customer

326,634

303,054

1.01.04

Inventories

147,360

170,990

1.01.06

Recoverable Taxes

135,660

88,143

1.01.06.01

Current Recoverable Taxes

135,660

88,143

1.01.07

Prepaid Expenses

79,721

116,182

1.01.08

Other Current Assets

147,337

48,019

1.01.08.03

Others

147,337

48,019

1.01.08.03.01

Restricted Cash

106,000

-

1.01.08.03.02

Other Credits

41,337

48,019

1.02

Noncurrent Assets

7,330,188

6,358,995

1.02.01

Long-term Assets

2,281,324

1,630,850

1.02.01.01

Short-term Investments at Fair Value

-

-

1.02.01.01.02

Available for sale

-

-

1.02.01.03

Trade Receivables

-

-

1.02.01.03.02

Trade and Other Receivables

-

-

1.02.01.06

Deferred Taxes

926,824

817,545

1.02.01.06.01

Deferred Income Taxes

926,824

817,545

1.02.01.07

Prepaid Expenses

47,171

54,201

1.02.01.08

Related-party Transactions

-

-

1.02.01.09

Other Noncurrent Assets

1,307,329

759,104

1.02.01.09.01

Noncurrent Assets Held for Sale

-

9,227

1.02.01.09.03

Restricted Cash

60,737

34,500

1.02.01.09.04

Deposits

691,749

715,377

1.02.01.09.05

Short-term Investments

554,843

-

1.02.02

Investments

-

-

1.02.03

Property, Plant and Equipment

3,781,771

3,460,968

1.02.03.01

Property, Plant and Equipment

1,076,425

926,874

1.02.03.01.01

Other Flight Equipment

892,139

751,816

1.02.03.01.04

Other

184,286

175,058

1.02.03.02

Lease Property, Plant and Equipment

2,355,250

2,210,433

1.02.03.02.01

Property, Plant and Equipment on Finance Leases

2,355,250

2,210,433

1.02.03.03

Property, Plant and Equipment

350,096

323,661

1.02.03.03.01

Advance of Property, Plant and Equipment Acquisition

350,096

323,661

1.02.04

Intangible Assets

1,267,093

1,267,177

1.02.04.01

Intangible Assets.

724,791

724,875

1.02.04.01.01

Concession Agreement

-

-

1.02.04.02

Goodwill

542,302

542,302

 

  Page 10 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated Interim Financial Statements / Balance Sheets - Liabilities

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Prior Year

Line code

Line item

09/30/2011

12/31/2010

2

Total Liabilities and Equity

9,632,749

9,063,847

2.01

Current Liabilities

2,185,723

1,688,993

2.01.01

Salaries, Wages and Benefits

274,728

205,993

2.01.01.02

Salaries, Wages and Benefits

274,728

205,993

2.01.02

Accounts Payable

221,001

215,792

2.01.03

Taxes Payable

51,111

58,197

2.01.04

Short-term Debt

441,600

346,008

2.01.04.01

Short-term Debt

441,600

346,008

2.01.05

Other Current Liabilities

1,179,334

807,036

2.01.05.02

Others

1,179,334

807,036

2.01.05.02.01

Dividends Payable

7

51,450

2.01.05.02.04

Tax and landing fees

174,886

85,140

2.01.05.02.05

Advance Ticket Sales

657,691

517,006

2.01.05.02.06

Customer Loyalty Programs

61,233

55,329

2.01.05.02.07

Advance Ticket Sales

19,419

24,581

2.01.05.02.08

Other Current Liabilities

79,461

71,884

2.01.05.02.09

Losses on derivatives operation

186,637

1,646

2.01.06

Provisions

17,949

55,967

2.02

Noncurrent Liabilities

5,449,655

4,445,685

2.02.01

Short-term Debt

4,282,443

3,395,080

2.02.01.01

Short-term Debt

4,282,443

3,395,080

2.02.02

Other Current Liabilities

363,201

319,509

2.02.02.02

Others

363,201

319,509

2.02.02.02.03

Customer Loyalty Programs

178,596

152,327

2.02.02.02.04

Advance Ticket Sales

-

33,262

2.02.02.02.05

Taxes Payable

127,395

99,715

2.02.02.02.06

Others

57,210

34,205

2.02.03

Deferred Taxes

594,492

642,185

2.02.03.01

Deferred Income Taxes

594,492

642,185

2.02.04

Provisions

209,519

88,911

2.02.04.01

Provision for Tax, Labor, and Civil Contingencies

209,519

88,911

2.03

Consolidated Equity

1,997,371

2,929,169

2.03.01

Capital

2,183,940

2,183,133

2.03.01.01

Issued Capital

2,316,462

2,315,655

2.03.01.02

Cost on Issued Shares

(132,522)

(132,522)

2.03.02

Capital Reserves

89,314

92,103

2.03.02.05

Treasury Shares

(34,675)

(11,887)

2.03.02.07

Share-based Payments

63,726

43,727

2.03.02.08

Capital Reserve

60,263

60,263

2.03.04

Retained Earnings

642,860

642,860

2.03.04.09

Treasury Shares

-

-

2.03.05

Accumulated Losses

(843,269)

-

2.03.06

Other comprehensive income

(75,474) 

11,073

 

  Page 11 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated Interim Financial Statements /Income Statement

(In Thousands of Brazilian Reais)

Line code

Line item

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

 

 

07/01/2011 to 09/30/2011

01/01/2011 to 09/30/2011

(Restated)

07/01/2010 to 09/30/2010

01/01/2010 to 09/30/2010

3.01

Sales and services revenue

1,843,698

5,305,760

1,788,935

5,109,605

3.01.01

Passenger

1,632,572

4,715,005

1,601,303

4,579,864

3.01.02

Cargo and Other

211,126

590,755

187,632

529,741

3.02

Cost of Sales and Services

(1,614,525)

(4,655,028)

(1,358,339)

(3,980,762)

3.03

Gross Revenue

229,173

650,732

430,596

1,128,843

3.04

Operating Expenses/Income

(304,232)

(861,336)

(243,397)

(692,956)

3.04.01

Selling expenses

(166,971)

(469,361)

(95,933)

(419,764)

3.04.01.01

Marketing expenses

(166,971)

(469,361)

(95,933)

(419,764)

3.04.02

General and Administrative expenses

(137,261)

(391,975)

(147,464)

(273,192)

3.05

Income Before Income Taxes and Financial Income/Expenses

(75,059)

(210,604)

187,199

435,887

3.06

Financial Income/Expenses

(572,821)

(685,652)

(20,308)

(267,251)

3.06.01

Financial income

39,379

106,944

118,722

73,153

3.06.01.01

Income on Investments

39,379

106,944

28,181

69,909

3.06.01.02

Exchange variation, net

-

-

90,541

3,244

3.06.01.03

Other financial income

-

-

-

-

3.06.02

Financial expenses

(612,200)

(792,596)

(139,030)

(340,404)

3.06.02.01

Interest on Borrowings

(109,144)

(285,337)

(84,621)

(242,768)

3.06.02.02

Derivatives Net Losses

(15,534)

(109,002)

(46,989)

(90,493)

3.06.02.03

Other expenses

(11,119)

(18,650)

(7,420)

(7,143)

3.06.02.04

Exchange variation, net

(476,403)

(379,607)

-

-

3.07

Income Before Income Taxes

(647,880)

(896,256)

166,891

168,636

3.08

Income Tax (Expenses)

131,380

90,449

(56,921)

(86,651)

3.08.01

Current

(2,581)

(22,186)

1,107

(19,450)

3.08.02

Deferred

133,961

112,635

(58,028)

(67,201)

3.09

Profit from Continuing Operations

(516,500)

(805,807)

109,970

81,985

3.11

Consolidated Profit (Loss) for the Period

(516,500) 

(805,807)

109,970

81,985

3.11.01

Attributable to Shareholders of the Company

(516,500)

(805,807)

109,970

81,985

3.99

Earnings Per Share (Reais per Share)

 

 

 

 

 

  Page 12 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated Interim Statements of Comprehensive Income

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

07/01/2011 to 09/30/2011

01/01/2011 to 09/30/2011

(Restated)

07/01/2010 to 09/30/2010

01/01/2010 to 09/30/2010

4.01

Net Consolidated Profit (Loss) for the Period

(516,500)

(805,807)

109,970

81,985

4.02

Other Comprehensive Income

(73,032)

(86,547)

4,943

2,956

4.02.01

Available for sale financial assets

-

(487)

435

(478)

4.02.02

Cash Flow Hedges

(110,654)

(130,394)

6,828

5,198

4.02.03

Tax effect

37,622

44,334

(2,320)

(1,764)

4.03

Consolidated Comprehensive Income for the period

(589.532)

(892,354)

114,913

84,941

4.03.01

Attributable to Shareholders of the Company

(589,532)

(892,354)

114,913

84,941

 

 

 

  Page 13 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated  Interim Financial Statements / Statements of Cash Flows – Indirect Method

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Line code

Line item

01/01/2011 to 09/30/2011

(Restated)

01/01/2010 to
09/30/2010

6.01

Net Cash Provided by Operating Activities

216,768

238,228

6.01.01

Cash Flows from Operating Activities

1,061,331

522,161

6.01.01.01

Depreciation and Amortization

271,487

207,384

6.01.01.02

Allowance for Doubtful Accounts

6,939

5,673

6.01.01.03

Provisions for contingencies

4,224

9,238

6.01.01.04

Provisions for Onerous Contracts

15,274

-

6.01.01.05

Provision for Inventory Obsolescence

130

8,574

6.01.01.06

Deferred Taxes

(112,635)

67,201

6.01.01.07

Shared-based Payments

19,999

20,664

6.01.01.08

Exchange and Monetary Variations, Net

379,607

(3,244)

6.01.01.09

Interests on loans and other, net

285,336

242,768

6.01.01.10

Unrealized Hedge income, Net of taxes

80,427

13,180

6.01.01.11

Provision for Return of Aircraft

30,022

4,805

6.01.01.14

Mileage Program

32,173

(58,292)

6.01.01.15

Write-off of Property, Plant, Equipment, and Intangible Assets

5,919

4,210

6.01.01.16

Provision for profit sharing program

42,429

-

6.01.02

Changes in Assets and Liabilities

(38,756)

(365,918)

6.01.02.01

Accounts receivable

(30,519)

196,578

6.01.02.02

Inventories

23,500

(27,710)

6.01.02.03

Deposits

13,762

39,966

6.01.02.04

Prepaid Expenses and Recovery Taxes

(15,272)

5,881

6.01.02.05

Other Assets

72,636

11,609

6.01.02.06

Accounts Payable

5,209

(190,842)

6.01.02.07

Advance ticket sales

130,214

(107,424)

6.01.02.08

Advance from Customers

(38,424)

(128,686)

6.01.02.09

Salaries, Wages and Benefits

26,306

(4,492)

6.01.02.10

Sales Tax and Landing Fees

43,457

1,363

6.01.02.11

Tax Obligation

43,504

17,740

6.01.02.12

Provision

(82,402)

(40,404)

6.01.02.14

Interests Paid

(167,766)

(97,968)

6.01.02.15

Income Tax Paid

(22,913)

(19,450)

6.01.02.16

Provision for profit sharing program

(56,727)

-

6.01.02.18

Other Liabilities

12,452

(11,855)

6.01.02.19

Liabilities with derivatives operation

(26,317)

(10,224)

6.01.03

Other

(805,807)

81,985

6.01.03.01

Profit (Loss) for the Period

(805,807)

81,985

6.02

Net Cash Used in Investing Activities

(1,012,235)

(865,166)

6.02.01

Short term Investments

(695,413)

(109,571)

6.02.02

Restricted Cash

(132,237)

(465,617)

6.02.04

Intangible Assets

(23,211)

(57,085)

6.02.05

Property, Plant and Equipment

(161,374)

(232,893)

6.03

Net Cash Generated by Financing Activities

143,793

424,838

6.03.02

Debt Increase

559,349

1,483,433

6.03.03

Payments of Debt

(209.602)

(823,310)

6.03.04

Capital increase

807

119,735

6.03.05

Dividends Paid

(51,443)

(185,839)

6.03.06

Payment of financing

(155.318)

(169,181)

6.04

Exchange Variation on Cash and Cash Equivalents

(1,511)

(20,459)

6.05

Net Decrease in Cash and Cash Equivalents

(653,185)

(222,559)

6.05.01

Cash and Cash Equivalents at Beginning of the Period

1,955,858

1,382,408

6.05.02

Cash and Cash Equivalents at End of the Period

1,302,673

1,159,849

 

  Page 14 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated  Interim Financial Statements / Statements of Changes in Equity – From 01/01/2011 to 09/30/2011

(In Thousands of Brazilian Reais)

LINE CODE

LINE ITEM

CAPITAL STOCK

CAPITAL RESERVES, OPTIONS GRANTED AND TREASURE SHARES

INCOME RESERVES

ACCUMULATED

OTHER COMPREHENSIVE INCOME

EQUITY

TOTAL NON-CONTROLLERS

CONSOLIDATED

LOSSES

PARTICIPATION

EQUITY

5.01

Balance as of December 31, 2010

2,183,133

92,103

642,860

-

11,073

2,929,169

-

2,929,169

5.02

Error adjustment, net of taxes - note 2.2

-

-

-

(37,462)

-

(37,462)

-

(37,462)

5.03

Restated balance as of January 1st , 2011

2,183,133

92,103

642,860

(37,462)

11,073

2,891,707

-

2,891,707

5.04

Shareholders Capital Transactions

807

(2,789)

-

-

-

(1,982)

-

(1,982)

5.04.01

Capital Increase

807

-

-

-

-

807

-

807

5.04.08

Stock Option

-

19,999

-

-

-

19,999

-

19,999

5.04.09

Repurchase of issued shares

-

(22,788)

-

-

-

(22,788)

-

(22,788)

5.05

Total Other Comprehensive Income

-

-

-

(805,807)

(86,547)

(892,354)

-

(892,354)

5.05.01

Net Profit for the Period

-

-

-

(805,807)

-

(805,807)

-

(805,807)

5.05.02

Other Comprehensive Income

-  

-

-

-

(86,547)

(86,547)

-

(86,547)

5.07

Balance as of December 31, 2010

2,183,940

89,314

642,860

(843,269)

(75,474)

1,997,371

-

1,997,371

 

 

 

 

  Page 15 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated  Interim Financial Statements / Statement of Changes in  Equity – From 01/01/2010 to 09/30/2010

(In Thousands of Brazilian Reais)

LINE CODE

LINE ITEM

CAPITAL STOCK

CAPITAL RESERVES, OPTIONS GRANTED AND TREASURE SHARES

INCOME RESERVES

ACCUMULATED

OTHER COMPREHENSIVE INCOME

EQUITY

TOTAL NON-CONTROLLERS

CONSOLIDATED

LOSSES

PARTICIPATION

EQUITY

5.01

Balance as of December 31, 2009

2,062,272

67,360

596,627

(117,091)

818

2,609,986

-

2,609,986

5.03

Adjusted Balance

2,062,272  

67,360

596,627

(117,091)

818

2,609,986

-

2,609,986

5.04

Shareholders Capital Transactions

119,735

20,664

-

-

-

140,399

-

140,399

5.04.01

Capital Increase

119,735

-

-

-

-

119,735

-

119,735

5.04.08

Stock Option

-

20,664

-

-

-

20,664

-

20,664

5.05

Total Other Comprehensive Income

-

-

-

81,985

2,956

84,941

-

84,941

5.05.01

Net Profit for the Period

-

-

-

81,985

-

81,985

-

81,985

5.05.02

Other Comprehensive Income

-

-

-

-

2,956

2,956

-

2,956

5.07

Balance as of 31, 2010

2,182,007

88,024

596,627

(35,106)

3,774

2,835,326

-

2,835,326

 

 

 

 

  Page 16 of 62

 


 
ITR - Quarterly Information – 06/30/2011 – GOL LINHAS AÉREAS INTELIGENTES SA Version: 1

 

Consolidated Interim Financial Statements / Statements of Value Added

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Account Code

 Account Description

01/01/2011 to  09/30/2011

(Restated

01/01/2010 to 09/30/2010

7.01

Revenues

5,547,658

5,340,140

7.01.02

Other Revenues

5,554,597

5,346,442

7.01.02.01

Passenger, cargo and other passenger revenues

5, 554,597

5,346,442

7.01.04

Provision/Reversion of Doubtful Accounts

(6,939)

(6,302)

7.02

Acquired from Third Parties

(3,591,976)

(2,978,897)

7.02.02

Materials, Energy, Outside Services and Other

(1,116,954)

(965,108)

7.02.04

Other

(2,475,022)

(2,013,789)

7.02.04.01

Fuel and Lubricant suppliers

(2,175,393)

(1,723,063)

7.02.04.02

Aircraft Insurance

(25,555)

(36,054)

7.02.04.03

Sales and Marketing

(274,074)

(254,672)

7.03

Gross Value Added

1,955,682

2,361,243

7.04

Retentions

(271,487)

(207,384)

7.04.01

Depreciation, Amortization and Exhaustion

(271,487)

(207,384)

7.05

Wealth Created

1,684,195

2,153,859

7.06

Value Added Received in Transfer

849,737

726,409

7.06.02

Finance income

849,737

726,409

7.07

Total Wealth for Distribution (Distributed)

2,533,932

2,880,268

7.08

Wealth for Distribution (Distributed)

2, 533,932

2,880,268

7.08.01

Employees

1,112,864

908,479

7.08.02

Taxes

342,087

479,351

7.08.03

Third Part Capital Remuneration

1,884,788

1,410,453

7.08.03.03

Other

1,884,788

1,410,453

7.08.03.03.01

Lenders

1,535,391

993,660

7.08.03.03.02

Lessors

349,397

416,793

7.08.04

Own Capital Remuneration

(805,807)

81,985

7.08.04.03

Retained earnings / Losses for the period

(805,807)

81,985

 

 

  Page 17 of 62

 


 

 

Management Comments

“Gol announces the third quarter results today. The period’s results, despite falling short of what planned at the beginning of the year, indicate the beginning of a gradual and steady recovery in operating margins. In this quarter the Company´s revenues were impacted due to the low prices that prevailed in the first half of the year due to an extremely competitive scenario. Following a period of fierce competition that had a significant adverse impact on Company´s margins, the industry is showing signs of greater rationality going forward, in line with GOL’s strategy. In 2012, GOL announced its conservative approach towards adding fleet and capacity, projecting an ASK increase of no more than 4% in domestic supply.

GOL continues to focus on the cost reduction plan in order to once again achieve operating margins in 2012 that are appropriate for its business model. The plan announced in 2Q11 remains one of the priorities for the second half of the year. In 4Q11, GOL expects to consolidate all the initiatives it has implemented during the year, the results of which will become fully apparent in 2012, So far, the Company has recognized overall gains of at least R$500mm.

At the end of September the Company had a cash position of around R$2 billion, ensuring the strong liquidity that is so essential in a volatile economic scenario and no pressure on the debt amortization schedule.

During the quarter, GOL achieved one more important step in its strategic plan, with the acquisition of Webjet. In around 60 days only, the MOU was signed, the required diligence was carried out, ANAC's approval was obtained, the agreement for the  purchase of 100% of Webjet was signed and the APRO was executed with Webjet and CADE, regulating future relations between the parties. GOL’s initial perception of Webjet as an operationally efficient company with a highly motivated staff was confirmed and its results will be included in GOL’s results as of 4Q11. The Company is currently awaiting CADE’s final analysis of the transaction. Effective operational coordination will certainly result in the more efficient execution of the companies' strategy, helping generate value for clients, employees and shareholders of both airlines.

The Company maintains its positive outlook for the future. Strengthening the balance sheet over the past years proved to be instrumental, especially in times of adverse economic conditions. GOL’s option of growing in a rational and sustainable manner is now supported by the industry as a whole. By concentrating its efforts on lowering costs, the Company is reaffirming its conviction that, through offering attractive fares, it will continue to fuel demand in one of the world’s largest potential markets.

GOL continues to concentrate on dynamic fare management, benefiting passengers who plan their trips well ahead of time with more attractive fares.

GOL remains committed to its low-cost, low-fare strategy, and will continue to do everything possible to maintain its position as the best airline to fly with, work for and invest in.”

 

Constantino de Oliveira Junior Founder and CEO of GOL Linhas Aéreas Inteligentes S.A.

 


 

 

Operating Performance

 

Total System

3Q11

3Q10

Var.%

2Q11

Var.%

ASK - GOL (billion)

12.5

11.8

5.7%

11.4

9.5%

ASK – Industry (billion)

38.5

34.5

11.7%

35.8

7.5%

ASK - Others (billion)

26.0

22.7

14.9%

24.4

6.6%

RPK - GOL (billion)

8.9

8.1

10.4%

7.6

17.6%

RPK - Industry (billion)

28.2

25.1

12.5%

25.7

10.0%

RPK - Others (billion)

19.3

17.0

13.6%

18.1

6.8%

Load Factor - GOL (%)

71.5%

68.4%

+3.1 pp

66.5%

+4.9 pp

Load Factor - Industry (%)

73.4%

72.8%

+0.5 pp

71.7%

+1.6 pp

Load Factor - Others (%)

74.3%

75.1%

-0.9 pp

74.2%

+0.1 pp

Domestic Market

 

 

 

 

 

ASK - GOL (billion)

11.4

10.4

10.2%

10.4

9.6%

ASK - Industry (billion)

30.0

26.3

14.2%

27.7

8.4%

ASK - Others (billion)

18.5

15.9

16.7%

17.2

7.6%

RPK - GOL (billion)

8.2

7.2

13.5%

7.0

17.5%

RPK - Industry (billion)

21.3

18.6

14.3%

19.2

10.6%

RPK - Others (billion)

13.1

11.4

14.8%

12.2

6.7%

Load Factor - GOL (%)

71.8%

69.7%

+2.1 pp

67.0%

+4.8 pp

Load Factor - Industry (%)

70.9%

70.9%

+0.1 pp

69.5%

+1.4 pp

Load Factor - Others (%)

70.4%

71.6%

-1.2 pp

71.0%

-0.6 pp

International Market

 

 

 

 

 

ASK - GOL (billion)

1.0

1.4

-27.3%

1.0

8.2%

ASK - Industry (billion)

8.5

8.2

3.9%

8.1

4.7%

ASK - Others (billion)

7.5

6.8

10.5%

7.2

4.2%

RPK - GOL (billion)

0.7

0.8

-16.1%

0.6

18.9%

RPK - Industry (billion)

7.0

6.5

7.6%

6.5

8.1%

RPK - Others (billion)

6.3

5.7

11.1%

5.9

7.0%

Load Factor - GOL (%)

67.7%

58.6%

+9.1 pp

61.6%

+6.0 pp

Load Factor - Industry (%)

81.9%

79.1%

+2.8 pp

79.4%

+2.6 pp

Load Factor - Others (%)

83.9%

83.5%

+0.4 pp

81.7%

+2.2 pp

           

Data from the Brazilian Civil Aviation Authority (ANAC): adjusted in accordance with the new methodology adopted as of October 2010.

 


 

 

Advanced Comparative Data  – ANAC

In October 2010, ANAC altered its method for calculating monthly traffic information (Official Letter no. 11/2010/GEAC/SRE/ANAC) and republished the data for the periods subsequent to January 2009. All the 2010 operational data reflect the new methodology, and may not be entirely comparable to the figures disclosed at that time. According to ANAC, the changes were designed to align the data with the concepts adopted by the International Civil Aviation Organization (ICAO). The alteration was necessary because Brazil has joined the ICAO’s statistical program and supplies the latter’s database with several industry data. The changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs of international flights, which are now considered to be part of the domestic market. ANAC announced that it will republish the 2008 information at a later date.

 

Supply

GOL was the most conservative Company in terms of supply growth in 3Q11, increasing its total seat supply by only 5.7% in relation to 3Q10. In 2012, the Company will maintain this strategy and estimates growth of between 0.0% and 4.0% on its domestic route network. 

Supply on GOL’s total route network increased by 5.7%, due to: (i) the upturn in fleet productivity from 12.7 block hours/day in 3Q10 to 13.8 block hours/day in 3Q11; (ii) the strategy of maximizing aircraft occupation (increase of 3.1 p.p.); and (iii) the higher number of destinations and more frequent flights between the periods (Montes Claros, Bridgetown and Aeroparque Jorge Newberry in Argentina). This growth in supply was partially offset by: (i) the 1.6% reduction in the average stage length (905Km, versus 920Km in 3Q10); (ii) the discontinuation of international charter flights and the return of three B767s; and (iii) the discontinuation of flights to Bogota, Colombia.

In comparison with 2Q11, supply increased by 9.5%, chiefly due to period seasonality and the preparation of the Company’s route network for 4Q11.

Demand - Domestic Market

GOL’s demand increased by 13.5% over 3Q10, mainly due to the fare discounts that lasted throughout the first half and until midway through the last week of August, and therefore still fueled national traffic demand for most of the third quarter. As of the end of August, however, yields on the Company’s main routes began to show a new trend as a result of the market’s positive response to seat supply management and control. Consequently, domestic demand growth slowed in comparison over the first half.

In comparison with 2Q11, domestic demand grew by 17.5%, chiefly due to seasonality.

In 2012, GOL will continue to adopt a conservative approach towards adding capacity, and expects an increase of no more than 4% in its domestic supply, accompanied by industry’s domestic demand growth of between 2.5x and 3.0x projected GDP growth for 2012.

Demand – International Market

Demand on GOL’s international route network fell by 16.1% year-on-year, mainly due to: (i) the discontinuation of flights to Bogota, Colombia; and (ii) the discontinuation of international charter flights with B767 aircraft, partially offset by: (i) more frequent flights to the Southern Cone and Caribbean region (Argentina and Punta Cana); and (ii) appreciation of the Real against the average Dollar of 6,5% in the period, which encouraged passenger traffic to Southern Cone and Caribbean.

In relation to 2Q11, international demand increased by 18.9%, chiefly due to seasonality and the increased frequency of flights to the Caribbean, partially offset by the average 2.5% period depreciation of the Real against the Dollar.

Load Factor and Yields

As a result of the above, the load factor on GOL’s route network reached 71.5% in 3Q11, 3.1 p.p. up on the 68.4% reported in 3Q10 and 4.9 p.p. more than the 66.5% posted in 2Q11.

 


 

 

In relation to 3Q10, yields declined by 7.6%, mainly due to the competitive scenario in 1H11, which led to an increase in advanced bookings and hindered yield recovery in the quarter. In the final months, however, yields should record a recovery over their levels along the year. In the quarter-on-quarter comparison, yields posted growth of 0.7% due to the GOL’s efforts and the market's positive response its supply management, as well as the recovery of yields in the domestic market.

 

Operating Data

3Q11

3Q10(*)

Var.%

2Q11(*)

Var.%

Revenue Passengers (000)

9,396

8,698

8.0%

8,224

14.2%

Revenue Passengers Kilometers (RPK) (mm)

8,906

8,067

10.4%

7,571

17.6%

Available Seat Kilometers (ASK) (mm)

12,465

11,796

5.7%

11,380

9.5%

Load Factor

71.4%

68.4%

+3.1 pp

66.5%

+4.9 pp

Break-Even Load Factor (BELF

74.4%

61.2%

+13.1 pp

78.0%

-3.7 pp

Aircraft Utilization (Block Hours.Day)

13.8

12.7

8.2%

13.0

5.7%

Average Fare (R$)

173.8

184.1

-5.6%

167.6

3.7%

Yield per Passenger Kilometer Net(R$ cents)

18.33

19.85

-7.6%

18.21

0.7%

Passenger Revenue per ASK (PRASK) (R$ cents)

13.10

13.57

-3.5%

12.11

8.1%

Operating Rev. per ASK Net (RASK) (R$ cents)

14.79

15.17

-2.5%

13.76

7.5%

Operating Cost per ASK (CASK) (R$ cents)

15.39

13.58

13.4%

16.14

-4.6%

Operating Cost, Ex- Fuel, per ASK (R$ cents)

9.41

8.66

8.7%

9.72

-3.2%

Departures

79,512

74,748

6.4%

74,608

6.6%

Average Stage Lenght (km)

905  

920

-1.6%

893

1.4%

Average Number of Operating Aircraft

111.0

112.0

-0.9%

109.0

1.8%

Fuel Consumption (mm liters)

390  

377

3.5%

358

8.7%

Full-Time Equivalent Employees at Period End

18,606

18,649

-0.2%

18,691

-0.5%

Average Exchange Rate (1)

1.64

1.75

-6.5%

1.60

2.5%

End of Period Exchange Rate (1)

1.85

1.69

9.5%

1.56

18.8%

Inflation (IGP-M) (2)

4.1%

7.9%

-3.7 pp

3.1%

+1.0 pp

Inflation (IPCA) (3)

5.0%

3.6%

+1.4 pp

3.9%

+1.1 pp

WTI (avg. per barrel, US$) (4)

89.54

76.21

17.5%

102.34

-12.5%

Gulf Coast Jet Fuel Cost (avg. per liter, US$)(4)

0.78

0.55

41.4%

0.83

-6.2%

Sources: (1) Brazilian Central Bank (2) FGV (3) IBGE (4) Bloomberg

(*) 3Q10 operational data were recalculated due to the change in the methodology for calculating air traffic statistics introduced by Anac’s 2010 DCA Manual (Official Letter no. 11/2010/GEAC/SRE/ANAC), published and effective as of October 2011; (**)3Q10 load factor corrected according to the average number of operational aircraft in the period.
* Certain variation calculations in this report may not match due to rounding.

 


 

 

Fleet and Fleet Plan - GOL

On September 30, 2011, the Company closed the quarter with a standardized operational fleet of 118 B737-700 and 800 NG aircraft, with an average age of 6.8 years and a total fleet of 124 aircraft. In 3Q11, the Company received three aircraft classified under financial leasing.

Operating Fleet

Seats (1)

3Q11

3Q10

Var.%

2Q11

Var.%

Regular Flights

 

 

 

 

 

 

B737-300

141

-

1

(1)

-

-

B737-700 NG

144

43

40

3

43

-

B737-800 NG

177

17

15

2

17

-

B737-800 NG SFP

187

58

52

6

55

3

Subtotal

20,047

118

108

10

115

3

Charters

Seats (1)

3Q11

3Q10

Var,%

2Q11

Var,%

B767-300 ER

218

-

4

(4)

-

-

Operating Totall(2)

20,047

118

112

(4)

115

3

Non Operating Fleet

Seats (1)

3Q11

3Q10

Var,%

2Q11

Var,%

B737-300

141

-

3

(3)

-

-

B737-700 NG

144

-

2

(2)

-

-

B737-800 NG

177

-

2

(2)

-

-

B737-800 NG SFP (4)

187

3

-

3

3

-

B767-300 ER (3)

218

3

2

1

3

-

Sub Total(4)

1,215

6

9

(3)

6

-

Total

29,053

124

121

3

121

3

 
(1) Total number of seats in 3Q11

(2) Includes regular route network aircraft (B737s) and charter flight aircraft (B767s).

(3) These aircraft are no longer part of the Company’s operations.

(4) Three B737-800 NG SFP aircraft were subleased to a European airline and returned at the end of September 2011.

The Company leases its entire fleet through a combination of financial and operational leases. Out of the total of 124 aircraft, 80 were under operational leases and 44 under financial leases. GOL also has purchase options on 38 aircraft when their leasing contracts terminate.

 

The Company’s fleet plan for 2012 and the coming years is being revised in order to include Webjet’s required fleet renovations. In 2012, the increase in the two companies’ combined seat supply will not exceed 4.0%. 

 

Operating Fleet Plan

2011

2012

2013

2014

2015

B737-700 NG

40

40

40

40

40

B737-800 NG*

75

79

81

85

91

Total

115

119

121

125

131

* Includes SFP (Short Field Performance)aircraft


 

Aircraft Payments Forecast (R$MM)

2011

2012

2013

2014

2015

>2015

Total

Pre-Delivered Deposits

77.3

438.8

531.0

496.2

402.5

100.1

2,046.1

Aircraft Acquisition Commitments

396.1

885.9

2,905.3

4,292.3

3,697.5

3,819.0

15,996.2

Total

473.4

1,324.7

3,436.3

4,788.6

4,099.9

3,919.2

18,042.4

*List prices

 

 

 

Capex

 

GOL invested R$128mm in 3Q11, 59% of which in the acquisition of aircraft for delivery between 2011 and 2013 (pre-delivery deposits); 34% in the purchase of parts; and around 7% in IT and the expansion of the maintenance center in Confins, Minas Gerais (construction of the  Wheel and Brake Workshop). Capex in 2011 is estimated at around R$550mm

 

 

Ownership Breakdown

 

ON

%

PN

%

Total

%

Investment Fund in Volluto Participations

137,032,718

100.0

37,913,279

28.4

174,945,997

64.7

Board

16

-

2,006,142

1.5

2,006,158

0.7

Treasury Stocks

-

-

2,317,125

1.7

2,317,125

0.9

Fidelity Investments

-

-

7,033,500,

5.3

7,033,500,

2.6

Wellington Management Company

-

-

6,722,298

5.0

6,722,298

2.5

Free-Float

-

-

77,631,788

58.0

77,631,788

28.6

Total

137,032,734

100.0

133,354,132

100.0

270,386,866

100.0

             

 


 

 

Pro Forma Operational Data – 3Q11

Operational Data – 3Q11

GOL

WEBJET

CONSOLIDADO

Available Seat Kilometers (ASK) (mm)

12,465

1,547

14,012

Passengers Kilometers (RPK) (mm)

8,906

1,150

10,056

Load Factor

71%

74%

72%

Revenue Passengers (´000) 

9,396

1,427

10,823

Block Hours

140,704

21,245

161,949

Departures

79,512

13,141

92,653

Fuel Consumption (mm liters)

390

72

462

Average Stage Lenght (km)

905

799

890

Average Number of Operating Aircraft

111

22

133

Kilometers Flown (mm)

71,978

10,501

82,479

Summary: 2011 Guidance

In July GOL revised its 2011 guidance given the current domestic competitive scenario, continuing high fuel costs and higher-than-expected expenses.

2011 Guidance

Scenario

2011 Real

Worst

Best

JAN-SEP

Brazilian GDP Growth

4.0%

5.0%

3.2%

Domestic Demand Growth (%RPKs)

12.0%

18.0%

18.5%

Passengers Tranported (MM)

34

36

26

GOL Capacity (ASKs billion)

48.0

50.0

36

Fleet (end of period)

115

115

118

Yield (R$ cents)

18.5

19.8

18.8%

GOL Demand (RPKs billion)

34.0

36.0

25

Departures (000)

315

340

230

CASK Ex-fuel (R$ cents)

9.4

9.0

9.4%

Fuel Liters Consumed (billion)

1.55

1.65

1.13

Fuel Price (R$.liter)

2.10

2.00

1.9

Average WTI (US$.barrel)

115

100

95

Average Exchange Rate (R$.US$)

1.65

1.55

1.63

Operating Margin (EBIT)

1.0%

4.0%

(4.0)%

 

The Company's quarterly earnings results reflect significant and variable seasonality, which limits the comparison with projections released regarding the entire fiscal year. The Company compares the forecasts with actual results after publishing the financial statements for each full fiscal year. The annual results of such comparisons can be found in the Company’s Reference Form, Section 11.

 


 
 
 

1.    General Information

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

Additionally, GLAI is the direct parent company of the subsidiaries GAC Inc (“GAC”), Gol Finance (“Finance”), and indirect parent company of subsidiary SKY Finance II (“SKY II”) and Webjet Linhas Aereas S.A. ("Webjet").

GAC was established on March 23, 2006, according to the laws of the Cayman Islands, and its activities are related to the aircraft acquisition for its single shareholder GLAI, which provides financial support for its operating activities and settlement of obligations. GAC is the parent company of SKY Finance and SKY II, established on August 28, 2007 and November 30, 2009, respectively, both located in the Cayman Islands, whose activities are related to obtaining funds to finance aircraft acquisition. Sky Finance and Sky II were closed in 2010, after the liquidation of all funds raised by companies, considering that they were organized with the specific objective of obtaining such funds.

Finance was established on March 16, 2006, according to the laws the Cayman Islands, and it is engaged in raising funds for aircraft acquisition.

On April 9, 2007, the Company acquired VRG, a low-cost and low-fare airline company, which operates domestic and international flights using GOL and VARIG brands, and provides regular and non-regular air transportation services from/to the main destinations in Brazil, South America and the Caribbean.

On February 28, 2011, the subsidiary VRG constituted a Participation Account company engaged in developing and operating on-board sales of food and beverages in domestic flights. VRG controls 50% of this company, which started to operate in September, 2011.

On October 3, 2011, the Company acquired 100% indirect control of Webjet, through its subsidiary VRG celebrating the First Amendment of the stock purchase and sale contract. See note nº 30.

The Company’s shares are traded on the New York Stock Exchange (NYSE) and the São Paulo Stock Exchange (BM&FBOVESPA). The Company has entered into an Agreement for Adoption of Level 2 Differentiated Corporate Governance Practices with 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 adopt  differentiated corporate governance practices.

 

2.  Basis of preparation and summary of significant accounting policies

 

The interim financial information was authorized for issuance at the Board of Directors’ meeting held on March 26, 2012. The Company’s registered office is at Rua Tamoios, 246, Jd. Aeroporto, São Paulo, Brazil.

 

2.1 Basis of preparation

The quarterly interim consolidated financial statements were prepared for the period ended on September 30, 2011 in accordance with International Accounting Standards (IAS) no. 34, related to consolidated interim financial statements, as issued by the International Accounting Standards Board (IASB) and technical pronouncement CPC 21 – Demonstração Intermediária (Interim Financial Reporting).

 

 


 

 

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

 

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

 

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

 

These interim consolidated financial statements do not include all the information and disclosure items required in the consolidated annual financial statements therefore, they must be read together with the consolidated financial statements referring the year ended December 31, 2010, and filed on February 22, 2011, which were prepared according to International Financial Reporting Standards – IFRS. There was no changes in accounting policies adopted on December 31,2010.

 

The Company has chosen to present these individual and consolidated interim financial information in one single set, side by side, because there is no difference between the individual and consolidated shareholders’ equity and net income (loss).

 

Some line items of the Balance Sheet as of December 31, 2010, presented for comparative purposes, were reclassified for adequacy and consistency with the period ended September 30, 2011.

 

2.2 Restatement by correction of error

In April of 2011, the Company concluded the implementation of the new revenue recognition module (ARACS) to complement the current reservations system - New Skies. In connection with this implementation, the Company has identified a difference at the deferred revenue balance in relation to the historical amounts recognized in the financial statements.  The total quantified error, which was initially recognized in the profit or loss of the first quarter of 2011 as a reduction of revenue, amounted to R$56,760 (R$37,462 net of taxes), and was associated with the recognition of interline revenues.

 

The Company interline ticket sales represent sales from the Company to other airline entities under interline agreements. In accordance with these agreements an airline entity can use the Company´s reservation system to book domestic flights in Brazil by paying a predetermined contractual price.  Before implementing the new system, interline deferred revenue was recognized in accordance with the contractual price.  However, the recognition of passenger´s revenue was based on the spot ticket price.  Consequently, the difference could represent either an overstatement or an understatement of revenues, depending on the difference between the contractual interline price and the spot price.   

 

In 2008 the Company initiated the interline transactions and since then the volume of these transactions have been increasing year after year. However, due to certain system limitations of the reservation system related to the inability to reprocess historical data, the Company is unable to allocate this error to the periods which they have occurred, which are the years ended December 31, 2008, 2009 and 2010 and the first quarter of 2011. After the first quarter of 2011 this system deficiency has been remediated with the conclusion of the new revenue recognition system implementation.

 


 

 

After further considerations, the Company has concluded that the most appropriate way to reflect this adjustment was in the opening balance of the retained earnings as of January 1st, 2011, pursuant to paragraph 44 of CVM Deliberation 592/09 “Políticas Contábeis, Mudança de Estimativa e Retificação de Erro” and  IAS 8, "Accounting Policies, Changes in Accounting Estimates and Errors”.

 

 

The impacts of this adjustment to the quarterly financial statements are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Previous reported

 

Restated

 

Previous reported

 

Restated

 

Previous reported

 

Restated

 

9 months ended on 09/30/2011

 

6 months ended on 06/30/2011

 

3 months ended on 03/31/2011

Passenger revenues

4,658,245

 

4,715,005

 

3,025,673

 

3,082,433

 

1,647,088

 

1,703,848

Current Income Tax and Social Contribution expenses

(2,888)

 

(22,186)

 

(308)

 

(19,606)

 

(4,102)

 

(23,400)

Net revenue (loss) of the period

(843,269)

 

(805,807)

 

(326,769)

 

(289,307)

 

31,934

 

69,396

Earnings (losses) per share basic

(3.12)

 

(2.98)

 

(1.20)

 

(1.07)

 

0.12

 

0.26

Earnings (losses) per share diluted

(3.12)

 

(2.98)

 

(1.20)

 

(1.07)

 

0.12

 

0.26

 

 

 

 

 

 

 

 

 

 

 

 

 

3.    Seasonality

The Company expects that the 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

 

 

Parent Company

 

Consolidated

 

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

 

 

 

 

 

 

 

 

 

Cash and bank deposits

 

30,836

 

103,988

 

162,182

 

194,493

Cash equivalents

 

94,785

 

125,448

 

1,140,491

 

1,761,365

 

 

125,621

 

229,436

 

1,302,673

 

1,955,858

 

As of September 30, 2011, cash equivalents refer mainly to private bonds (CDBs - Bank Certificates of Deposit and private debenture), post fixed Government bonds (NTN - National Treasury Notes and LTNO – National Treasury Bills) and fixed-income funds, bearing interest ranging between 98.5% and 103.5% of the Interbank Deposit Certificate Rate (CDI).

 

The breakdown of cash equivalents balance is as follows:

 


 

 

 

 

 

Parent Company

 

Consolidated

 

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

 

 

 

 

 

 

 

 

 

Private bonds (CDBs) 

 

94,785

 

125,448

 

425,694

 

678,253

Government bonds (NTN and LTNO)

 

-

 

-

 

6,988

 

245,186

Investment funds

 

-

 

-

 

707,809

 

837,926

 

 

94,785

 

125,448

 

1,140,491

 

1,761,365

 

These short-term investments are highly liquid and immediately convertible into a known cash amount, and are subject to an insignificant risk of change in value.

In the nine-month period ended September 30, 2011, the Company redeemed government bonds and, based on its investment strategy, it increased its share in private bonds by applying these funds, which are also classified as short-term investments

5.         Restricted Cash

On September 30, 2011, consolidated short-term restricted cash is represented mainly by a deposit in a restricted account, made on August 8, 2011, as a guarantee of the intent to acquire 100% of its capital in the amount of R$96,000. See Note n° 30.

Additionally, the Company maintains a margin call in the short term for derivative transactions, used to repurchase shares in the amount of R$10,000. See Note n° 17.

On 30 September 2011 the long-term restricted cash is represented mainly by deposits in US dollar, made in United States, linked to Hedge transactions with financial institutions, subject to the overnight rate (average yield of 0.14% pa) amounting to R$51,916, and margin call deposits in Brazilian reais related to loans of Banco Nacional de Desenvolvimento Economico e Social (BNDES) invested in DI funds and paid by the weighted average rate of 98.5% of CDI in the amount of R$ 7,097.

As of September 30, 2011, the restricted cash recorded in noncurrent assets amounts to R$60,737 (R$34,500 as of December 31, 2010).

In April 2011, the Company redeemed CDB (Bank certificates of deposit) with Santander Bank in the amount of R$25,000, which were guarantee to Banco de Desenvolvimento de Minas Gerais (BDMG), replaced by chattel mortgage of aircraft’s equipment.

6.    Short-term Investments

 

 

Parent Company

 

Consolidated

 

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

Private Bonds

 

-

 

-

 

480,747

 

-

Government bonds

 

-

 

-

 

212,297

 

-

Foreign bank deposits

 

24,948

 

19,790

 

24,975

 

19,790

Investment Funds

 

-

 

-

 

-

 

2,816

 

 

24,948

 

19,790

 

718,019

 

22,606

 

 

 

 

 

 

 

 

 

Short-term

 

24,948

 

19,790

 

163,176

 

22,606

Long-term

 

-

 

-

 

554,843

 

-

 

 

24,948

 

19,790

 

718,019

 

22,606

 

 


 

 

Private bonds consist of CDBs ("Bank Certificates of Deposit"), with maturity date to September 2013, paid at 102% of the CDI. In 2011, the Company, based on its investment strategy, increased its investments in this type of security.

Public bonds consist of LTN ("National Treasury Bills"), with maturity through January 2015, bearing interest at an variable average rate of 11.12% p.a..

 

7.    Trade and Other Receivables

 

Consolidated

 

09/30/11

 

12/31/10

Local currency:

 

 

 

Credit card companies

57,680

 

90,612

Travel agencies

210,433

 

149,393

Installment sales

43,663

 

48,564

Cargo agencies

29,733

 

20,582

Airline partners companies

15,367

 

16,608

Other

21,739

27,491

 

378,615

 

353,250

Foreign currency:

 

 

 

Credit card companies

8,504

 

5,855

Travel agencies

6,459

 

3,935

Cargo agencies

122 

 

141

 

15,085

 

9,931

 

393,700

 

363,181

 

 

 

 

Allowance for doubtful accounts

(67,066)

 

(60,127)

 

326,634

 

303,054

 

Changes in the allowance for doubtful accounts in nine-month period ended September 30, 2011 are as follows:

 

Consolidated

 

09/30/11

 

09/30/10

Balance at beginning of period

(60,127)

 

(52,399)

Additions

(19,740)

 

(22,986)

Uncollectible amounts

2,898

 

5,329

Recoveries

9,903

 

11,985

Balance at end of period

(67,066)

 

(58,701)

 

The aging list of accounts receivable is as follows:

 

Consolidated

 

09/30/11

 

12/31/10

Falling due

290,349

 

270,286

Overdue until 30 days

5,757

 

19,091

Overdue 31 to 60 days

12,080

 

4,128

Overdue 61 to 90 days

4,776

 

5,533

Overdue 91 to 180 days

8,328

 

8,041

Overdue 181 to 360 days

15,582

 

7,052

Overdue above 360 days

56,828

 

49,050

 

393,700

 

363,181

 


 

 

The average days sales outstanding of installment sales are seven months and 5.99% interest is charged on the balance receivable, which is recognized as financial income when received. Average days sales outstanding of other receivables are 107 days.

As of September 30, 2011, accounts receivable from travel agencies amounting to R$16,000 (R$24,300 on December 31, 2010) are related to loan agreements guarantees.

 

8.    Inventories

 

Consolidated

 

09/30/11

 

12/31/10

 

 

 

Consumables

21,319

16,702

Parts and maintenance materials

121,792

117,740

Advances to suppliers

13,185

43,725

Imports in progress

217

1,885

Others

7,981

7,942

Provision for obsolescence

(17,134)

(17,004)

 

147,360

170,990

 

Changes in the allowance for inventory obsolescence are as follows:

 

09/30/11

 

12/31/10

Balance at beginning of the period

(17,004)

 

(8,602)

Additions

(51,180)

 

(44,426)

Write-offs

51,050

 

36,024

Balance at end of period

(17,134)

 

(17,004)

 

 

9.    Deferred and Recoverable Taxes

 

 

 

 

 

 

Parent Company

 

Consolidated

 

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

Recoverable taxes:

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

ICMS (1)

 

-

 

-

 

11,541

 

7,039

Prepaid IRPJ and CSSL (2)

 

34,649

 

32,187

 

69,066

 

35,186

IRRF (3)

 

1,523

 

2,507

 

9,277

 

8,548

Withholding tax of governmental agencies

 

-

 

-

 

24,323

 

17,334

Value added tax – IVA (4)

 

-

 

-

 

4,652

 

3,512

Income tax on import

 

177

 

177

 

15,805

 

15,805

Other 

 

99

 

30

 

996

 

719

Total recoverable taxes - current

 

36,448

 

34,901

 

135,660

 

88,143

 

 

 

 

 

 

 

 

 

Deferred taxes:

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Tax losses

 

14,402

 

15,166

 

333,399

 

340,055

Negative basis of social contribution

 

5,186

 

5,460

 

120,024

 

122,420

Temporary differences

 

 

 

 

 

 

 

 

Mileage program:

 

-

 

-

 

90,422

 

70,603

Allowance for doubtful accounts and others

 

-

 

-

 

55,900

 

47,315

Provision for loss on acquisition of VRG

 

 

 

 

 

143,350

 

143,350

Provision for contingencies

 

-

 

-

 

59,074

 

44,556

Return of aircraft

 

-

 

-

 

10,999

 

11,318

Unsettled derivatives

 

-

 

-

 

62,708

 

-

Others

 

93

 

93

 

50,948

 

37,928

Total noncurrent deferred tax assets

 

19,681

 

20,719

 

926,824

 

817,545

 

 

 

 

 

 

 

 

 

 

Noncurrent liabilities

 

 

 

 

 

 

 

 

Brands

 

-

 

-

 

21,457

 

21,457

Flight rights

 

-

 

-

 

190,686

 

190,686

Maintenance depots

 

-

 

-

 

145,681

 

155,266

Depreciation of engines and parts for aircraft maintenance

 

-

 

-

 

134,603

 

115,098

Reversal of goodwill amortization

 

-

 

-

 

70,213

 

51,064

Leasing of aircraft

 

-

 

-

 

16,318

 

94,950

Other

 

-

 

-

 

15,534

 

13,664

Total noncurrent deferred tax liabilities

 

-

 

-

 

594,492

 

642,185

                 

 


 

 

 

(1) ICMS: State VAT.

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

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

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

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

 

 

The Company and its subsidiary VRG have tax losses and negative basis of social contribution on calculation of taxable income, to be offset against 30% of annual taxable income, which can be carried forward indefinitely, in the following amounts:

 

Parent (GLAI)

 

Subsidiary (VRG)

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

Tax losses

257,051

 

264,920

 

1,561,895

 

1,299,555

Negative basis of social contribution

257,051

 

264,920

 

1,561,895

 

1,299,555

 

Tax credits arising from tax loss carryforwards and negative basis of social contribution were recorded based on the expected generation of future taxable income of the Company and its subsidiaries, as prescribed by tax laws.

Projected future taxable income for the utilization of tax loss carryforwards and negative basis of social contribution are technically prepared and supported based on their business plans and approved by the Board of Directors, indicate the recognition of sufficient taxable income for the realization of the recognized deferred tax assets.

GLAI and its subsidiary VRG recognized total tax credits in the amount of R$618,442. However, they recognized an allowance for loss of R$165,019 for credits that would be recognized as of December 31, 2011, when the business plan will be revised.

Management considers that the deferred tax assets arising from temporary differences will be realized proportionally to the realization of provisions and final outcome of future events.

The reconciliation of income tax and social contribution expenses, calculated by the application of the statutory tax rate and the amounts recognized in profit or loss, is as follows:

 


 

 

 

Parent Company

 

Three-months period ended

 

Nine-month period ended

 

09/30/11

 

09/30/10

 

(Restated)

09/30/11

 

09/30/10

Loss before income tax and social contribution

(513,058)

 

108,815

 

(802,365)

 

82,402

Combined tax rate

34%

 

34%

 

34%

 

34%

Income tax at combined tax rate

174,440

 

(36,997)

 

272,804

 

(28,017)

Adjustments to calculate the effective tax rate:

 

 

 

 

 

 

 

Equity in subsidiaries

(110,575)

 

31,807

 

(204,844)

 

48,335

Nondeductible income from subsidiaries

(9,402)

 

(8,187)

 

(24,718)

 

(16,311)

Nondeductible expenses (nontaxable income)

(31)

 

(1,228)

 

320

 

(1,311)

Income tax on permanent differences

(1,721)

 

(1,452)

 

(6,794)

 

(7,026)

Exchange differences on foreign investments

(56,875)

 

17,697

 

(40,210)

 

3,708

Amortization (unrecognized benefit) on tax loss carryforwards

722

 

(485)

 

-

 

205

Income tax and social contribution expenses

(3,442)

 

1,155

 

(3,442)

 

(417)

 

 

 

 

 

 

 

 

Current income tax and social contribution

(2,404)

 

1,155

 

(2,404)

 

(417)

Deferred income tax and social contribution

(1,038)

 

-

 

(1,038)

 

-

 

(3,442)

 

1,155

 

(3,442)

 

(417)

               

 

 

 

 

 

 

 

Consolidated

 

 

Three-months period ended

 

Nine-month period ended

 

30/06/11

09/30/11

 

09/30/10

 

(Restated)

09/30/11

 

09/30/10

Profit/(loss) before Income Taxes

 

(647,880)

 

166,891

 

(896,256)

 

168,636

Combined tax rate

 

34%

 

34%

 

34%

 

34%

Income tax at combined tax rate

 

220,279

 

(56,743)

 

304, 728

 

(57,336)

Adjustments to calculate the effective tax rate:

 

 

 

 

 

 

 

 

Nondeductible income from subsidiaries

 

(9,402)

 

(8,187)

 

(24,718)

 

(16,311)

Expenses not deductible from subsidiaries

 

(7,930)

 

(4,007)

 

(17,426)

 

(8,272)

Nondeductible expenses (nontaxable income)

 

(37)

 

(1,228)

 

320

 

(1,311)

Income tax on permanent differences

 

(2,534)

 

(3,961)

 

(27,025)

 

(7,334)

Exchange differences on foreign investments

 

(56,871)

 

17,690

 

(40,207)

 

3,708

Utilization of tax credits in the REFIS

 

-

 

-

 

(8,013)

 

-

Amortization (unrecognized benefit) on tax loss carryforward

 

(12,125)

 

(485)

 

(97,210)

 

205

Income tax and social contribution expenses

 

131,380

 

(56,921)

 

90,449

 

(86,651)

 

 

 

 

 

 

 

 

 

Current income tax and social contribution

 

(2,581)

 

1,107

 

(22,186)

 

(19,450)

Deferred income tax and social contribution

 

133,961

 

(58,028)

 

112,635

 

(67,201)

 

 

131,380

 

(56,921)

 

90,449

 

(86,651)

 

 


 

 

10.      Prepaid Expenses

 

Consolidated

 

09/30/11

 

12/31/10

Deferred losses from sale-leaseback transactions (a)

56,544

 

63,574

Prepayments of hedge premium

24,105

 

23,334

Lease prepayments

27,142

 

33,322

Insurance prepayments

1,806

 

27,860

Prepaid commissions

12,349

 

16,628

Others

4,946

 

5,665

 

126,892

 

170,383

 

 

 

 

Current

79,721

 

116,182

Noncurrent

47,171

 

54,201

 

(a)  During the accounting periods of 2007, 2008, and 2009, the Company recorded losses on sale-leaseback transactions performed by its subsidiary GAC Inc. relating to 9 aircraft in the amount of R$89,337. These losses are being deferred and amortized proportionally to the payments of the related finance leases over the contractual term of 120 months. Further information of the sale-leaseback transactions are described in Note 26 b.

 

 

 

 

11.      Deposits

Parent company


Escrow deposits

Escrow deposits represent guarantees in legal proceedings of tax, civil and labor nature, deposited in escrow until the resolution of the related claims. The balances of escrow deposits as of September 30, 2011 recorded in noncurrent assets totaled R$ 13,596 (R$ 7,550 as of December 31, 2010).

Consolidated

Maintenance deposits

The Company and its subsidiaries made deposits for maintenance of aircraft and engines that will be invested in future events as set forth in some finance lease contracts.   The maintenance deposits do neither hold the Company and its subsidiaries, as lessee, harmless from contractual obligations relating to the maintenance of the aircraft nor from the risk associated with maintenance activities. The Company and its subsidiaries holds the right to select any the maintenance service providers or to perform such services in-house.

 

These deposits are calculated as set forth in lease contracts, based on performance measures, such as flight hours or cycles, and are used to pay for the maintenances made, whose costs might be reimbursed to the Company and its subsidiaries after termination of the contracts.  Maintenance costs are recorded in income or loss when incurred, in accordance with the maintenance cost accounting policy. Certain lease agreements establish that the deposits in excess of maintenance costs are not refundable. Such excess occur when the amounts previously used in maintenance services are lower than the amounts deposited. Any excess amounts  retained by the lessor upon the lease contract termination date, which are not considered material, are recognized as additional aircraft lease expense.

 


 

 

During the second quarter ended June 30, 2011, the Company and its subsidiaries changed the classification of maintenance deposits from non-monetary to monetary assets, as the transactions of these assets, since 2011 were substantially realized through receipts of financial funds, according to the renegotiations conducted with the lessors, recognizing in the nine-month period ended September 30, 2011 the amount of R$9,866 as loss on exchange differences.

 

Based on the regular analysis of deposit recoveries, management believes that the amounts reported in the consolidated balance sheet are recoverable and there are no indications of impairment of maintenance deposits, whose balances as of September 30, 2011 classified in noncurrent assets amount to R$415,501 (R$456,666 as of December 31, 2010).

  

Additionally, the Company holds agreements with some lessors to replace deposits by letters of credit to enable the utilization of deposits to cover other disbursements related to lease agreements. Many of the aircraft lease agreements do not require maintenance deposits.

Deposits in guarantee for lease agreements

As required by the lease agreements, the Company and its subsidiaries make guarantee deposits on behalf of the leasing companies, the refund of which occurs upon the contract expiration date. As of September 30, 2011, the balance of guarantee deposits for lease agreements, classified in noncurrent assets, is R$100,580 (R$127,963 as of December 31, 2010).

Escrow deposits

Escrow deposits represent guarantees in legal proceedings related to tax, labor, or civil lawsuits that are held in escrow until the resolution of the related claims litigation. The balance of escrow deposits as of September 30, 2011, recorded in noncurrent assets, totaled R$175,668 (R$130,748 as of December 31, 2010).

12.      Related-party Transactions

Loan agreements – noncurrent assets – Parent company

The Company has a loan agreement with its subsidiary VRG without interest rates predicted or guarantees, totaling R$ 372,679 as of September 30, 2011 (R$ 483,230 as of December 31, 2010).

Graphic, consulting and transportation services

The subsidiary VRG holds contract with the related party Breda Transportes e Serviços S.A. for passenger and luggage transportation services between airports, and transportation of employees, maturating on November 16, 2011 renewable every 12 months for additional equal terms through an amendment instrument signed by the parties, annually adjusted based on the General Market Price Index (IGP-M) fluctuation.

The subsidiary VRG also holds contracts with related parties Expresso União Ltda. and Serviços Gráficos Ltda. with 12-month maturity terms for employee transportation and graphic services, respectively..

The subsidiary VRG also holds contracts for the operation of the Gollog franchise through the related party União Transporte de Encomendas e Comércio de Veículos Ltda., with 60-month maturity term.

The subsidiary VRG also has a contract with the related party Vaud Participações S.A. to provide executive administration and management services, with two year term beginning October 2010.

 


 

 

During the three and nine-months period ended September 30, 2011, VRG recognized total expenses related to these services of R$3,314 and R$8,401, respectively (R$2,518  and R$7,936 for the three and nine-months period ended September 30, 2010). All the entities referred to above belong to the same economic group.

Operating lease

VRG is the lessee of the property located at Rua Tamoios, 246, São Paulo, SP, owned by Patrimony Administradora de Bens, controlled by Comporte Participações S.A., a company owned by the same shareholder of the Company, whose contract expires annually on April 4, 2012. The contract provides an annual adjustment clause, in case of renegotiation, based on the General Market Price Index (IGP-M). During the three and nine-months period ended September 30, 2011, VRG recognized total expenses related to this lease of R$121 and R$438, respectively (R$110 and R$325 for the three and nine-months period ended September 30, 2010).

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

On September 2011, the subsidiary VRG signed agreements with related parties Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda. The agreement object is the issue of UATP accounts (Universal Air Transportation Plan). VRG grant credit to related parties in the amount of R$20 and R$40, respectively, for the use in UATP system. This system can be used to hire national and international air services to all group members, which VRG is included, and is operated and maintained by the international airline industry, aiming to simplify the billing and improve the payment of air travel and related services.

 

Trade payables – current liabilities

As of September 30, 2011, balances payable to related companies amounting to R$1,530 (R$230 as of December 31, 2010) are included in the balance of accounts payables and substantially refers to the payment to Breda Transportes e Serviços S.A. for passenger transportation services.

 

Key management personnel payments

 

Three-month period ended

 

Nine-month period ended

 

09/30/11

 

09/30/10

 

09/30/11

 

09/30/10

Salaries and benefits

4,018

 

3,479

 

11,274

 

9,614

Related taxes

1,398

 

1,188

 

4,085

 

5,043

Share-based payments

2,400

 

6,287

 

11,576

 

20,664

Total

7,816

 

10,954

 

26,935

 

35,321

 

 

As of September 30, 2011, the Company did not offer postemployment benefits, and there are no severance benefits or other long-term benefits for the Management or other employees.

 

Share-based payments

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

 


 

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

The fair value of stock options was estimated on the grant date using the Black-Scholes option pricing model.

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

 

Stock option plans

 

 

 

2005

 

2006

 

2007

 

2008

 

2009 (a)

 

2010 (b)

 

2011

Board of Directors’ meeting date

December. 9, 2004

 

January. 2, 2006

 

December 31, 2006

 

December 20, 2007

 

February 4, 2009

 

February 2, 2010

 

December 20, 2010

Total options granted

87,418

 

99,816

 

113,379

 

190,296

 

1,142,473

 

2,774,640

 

2,722,444

Option strike price

33.06

 

47.30

 

65.85

 

45.46

 

10.52

 

20.65

 

27.83

Average fair value of the option on the grant date

29.22

 

51.68

 

46.61

 

29.27

 

8.53

 

16.81

 

16.01(c)

Estimated volatility of the share price

32.52%

 

39.87%

 

46.54%

 

40.95%

 

76.91%

 

77.95%

 

44.55%

Expected dividend

0.84%

 

0.93%

 

0.98%

 

0.86%

 

-

 

2.73%

 

0.47%

Risk-free return rate

17.23%

 

18.00%

 

13.19%

 

11.18%

 

12.66%

 

8.65%

 

10.25%

Option term (years)

10

 

10

 

10

 

10

 

10

 

10

 

10

 

(a) In April 2010 additional options were granted, totaling 216,673 in addition to those approved by the 2009 plan.

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

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

 

        Changes in the stock options as of September 30, 2011 are as follows:

 

Stock options

 

Weighted average
strike price

Outstanding options as of December 31, 2010

3,476,684

 

20.56

Granted

2,722,444

 

16.07

Vested

(47,138)

 

15.36

Adjustment to forfeited rights estimate

(1,508,519)

 

22.18

Outstanding options as of September 30, 2011

4,643,471

 

24.35

 

 

 

 

Number of options to be vested as of December 31, 2010

955,975

 

22.88

Number of options to be vested as of September 30, 2011

1,513,519

 

23.95

 

The strike price range and the average maturity of outstanding options, as well as the strike price range for the exercisable options as of September 30, 2011, are summarized below:

Outstanding options

 

Options exercisable

Strike price range

Outstanding options

Remaining weighted average maturity in years

Average strike price

 

Options exercisable  

Average strike price

33.06

31,222

4

33.06

 

31,222

33.06

47.30

37,960

5

47.30

 

37,960

47.30

65.85

38,199

6

65.85

 

36,289

65.85

45.46

89,243

7

45.46

 

66,932

45.46

10.52

363,540

8

10.52

 

199,947

10.52

20.65

1,922,446

9

20.65

 

817,040

20.65

27.83

2,160,861

10

27.83

 

324,129

27.83

10.52-65.85

4,643,471

9.26

24.35

 

1,513,519

23.95

 


 

For the three and nine-months period ended September 30, 2011, the Company recognized in shareholders’ equity an result with stock options in the amount of R$5,042 and R$ 19,999, respectively (R$6,287 and R$20,664 for the three and nine-months period ended September 30, 2010), being the expense disclosed in the consolidated income statements as personnel expenses.

 

13.  Investments

 

Due to the changes in Law 6404/76 introduced by Law 11638/07, investments in foreign subsidiaries, GAC and Finance were considered mainly as an extension of the controlled GLAI and consolidated on a line by line basis with the parent GLAI; only subsidiary VRG was considered as an investment.

Changes in investments in the nine-month period ended September 30, 2011 are as follows:

 

 

 

 

Balances as of December 31, 2009

2,417,133

Equity in subsidiaries

292,463

Unrealized hedge gains (VRG)

32,494

Deferred gains (losses), net of sale leaseback transaction (a)

8,633

Balances as of December 31, 2010

2,750,723

Adjust on subsidiary shareholder’s equity– note 2.2

(37,462)

Equity in subsidiaries (Restated)

(602,478

Unrealized hedge losses (VRG)

(86,060)

Deferred gains (losses), net of sale-leaseback (a)

(1,357

Balances as of September 30, 2011

2,023,366

   

 

 

(a)    The Company through its subsidiary GAC has net balance of deferred losses on sale leaseback, whose deferral of the loss is subject to the payment of contractual installments contracts made by its subsidiary VRG. Accordingly, as of September 30, 2011, the net balance to be deferred of R$ 31.157 is basically a part of the parent's net investment in the VRG. See Note N°. 26 b.

 

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

 

 

Total number of shares

Interest - %

Capital

Shareholders’ equity

Net income (loss)

12/31/10

3,002,248,156

100%

2,294,191

2,718,229

292,463

09/30/11

3,002,248,156

100%

2,294,191

1,992,209

(602,478)

 

       14.      Earnings or Loss per Share   

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

 


 

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

 

Parent Company and Consolidated

 

Three-month period ended

 

Nine-month period ended

 

09/30/11

 

09/30/10

 

09/30/11 (Restated)

 

09/30/10

Numerator

 

 

 

 

 

 

 

Earnings (loss) for the period

(516,500)

 

109,970

 

(805,807)

 

81,985

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

Weighted average number of outstanding shares (in thousands)

270,363

 

269,380

 

270,363

 

269,380

 

 

 

 

 

 

 

 

Effect of dilutive securities

 

 

 

 

 

 

 

Stock Option Plan (in thousands)

-

 

374

 

-

 

374

 

 

 

 

 

 

 

 

Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands)

270,363

 

269,754

 

270,363

 

269,754

 

 

 

 

 

 

 

 

Basic loss per share

(1.91)

 

0.41

 

(2.98)

 

0.30

Diluted loss per share

(1.91)

 

0.41

 

(2.98)

 

0.30

 

As of September 30, 2011, diluted earnings or loss per share are calculated by considering the instruments that may have a potential dilutive effect in the future. As of September 30, 2011, the strike price of vested stock options under the 2009 and 2010 plans are lower than the average market quotation for the period (in-the-money). The 2009 plan is in-the-money even when the vesting stock options expenses are included in the strike price. However, due to the loss reported for the three- and nine-month period ended September 30, 2011, these shares have anti-dilutive effect and, therefore, are not considered in the total number of outstanding shares.

 

15. Property, Plant and Equipment

Parent Company

The balance correspond to advances for acquisition of aircraft, related to prepayments made based on contracts with Boeing Company to acquire 104 aircrafts 737-800 Next Generation (100 aircrafts as of 31 December 2010) in the amount of R$345,769 (R$308,494 at December 31, 2010) and the right on the residual value of aircraft in the amount of R$407,602 (R$357,757 at December 31, 2010), both held by the subsidiary GAC.

 


 

Consolidated

 

09/30/11

 

12/31/10

 

Weighted annual depreciation rate

 

Cost

 

 

Accumulated depreciation

 

 

Net amount

 

Net amount

 

Flight equipment

 

 

 

 

 

 

 

 

 

Aircraft under finance leases

11%

 

2,851,212

 

(495,962)

 

2,355,250

 

2,210,433

Sets of replacement parts and spare engines

4%

 

850,325

 

(152,257)

 

698,068

 

649,758

Aircraft reconfigurations / overhauling

11%

 

295,243

 

(119,116)

 

176,127

 

86,992

Aircraft and safety equipment

20%

 

1,394

 

(771)

 

623

 

601

Tools

10%

 

24,197

 

(6,876)

 

17,321

 

14,465

 

 

 

4,022,371

 

(774,982)

 

3,247,389

 

2,962,249

Property, plant and equipment in use

 

 

 

 

 

 

 

 

 

Vehicles

20%

 

8,713

 

(6,291)

 

2,422

 

3,309

Machinery and equipment

10%

 

40,050

 

(10,364)

 

29,686

 

15,744

Furniture and fixtures

10%

 

18,549

 

(8,550)

 

9,999

 

10,696

Computers and peripherals

20%

 

43,260

 

(27,950)

 

15,310

 

14,354

Communication equipment

10%

 

2,686

 

(1,350)

 

1,336

 

1,517

Facilities

10%

 

4,427

 

(2,527)

 

1,900

 

2,192

Maintenance center – Confins

7%

 

105,957

 

(13,254)

 

92,703

 

93,160

Leasehold improvements 

20%

 

31,594

 

(17,247)

 

14,347

 

18,540

Construction in progress

-

 

16,583

 

-

 

16,583

 

15,546

 

 

 

271,819

 

(87,533)

 

184,286

 

175,058

 

 

 

4,294,190

 

(862,515)

 

3,431,675

 

3,137,307

Advances for acquisition of aircraft

-

 

350,096

 

-

 

350,096

 

323,661

 

 

 

4,644,286

 

(862,515)

 

3,781,771

 

3,460,968

 

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

 

Property, plant and equipment under finance lease

 

Other flight equipment (a)

 

Advances for acquisition of property, plant and equipment

 

Other

 

Total

As of December 31, 2009

2,021,083

 

601,164

 

538,898

 

164,568

 

3,325,713

Additions

381,078

 

200,543

 

293,239

 

29,926

 

904,786

Write-offs

-

 

(2,740)

 

(508,476)

 

(297)

 

(511,513)

Depreciation

(191,728)

 

(47,151)

 

-

 

(19,139)

 

(258,018)

As of December 31, 2010

2,210,433

 

751,816

 

323,661

 

175,058

 

3,460,968

Additions

298,066

 

217,808

 

193,859

 

29,604

 

739,337

Write-offs

-

 

(223)

 

(167,424)

 

(3,934)

 

(171,581)

Depreciation

(153,249)

 

(77,262)

 

-

 

(16,442)

 

(246,953)

As of September 30, 2011

2,355,250

 

892,139

 

350,096

 

184,286

 

3,781,771

 

(a)        Additions in 2011 primarily represent total estimated costs to be incurred relating to the reconfiguration of aircraft when returned and improvement costs relating to major overhauled of engine under operating lease.

 

16. Intangible assets

Consolidated

 

 

 

 

Goodwill

 

Trademarks

 

Airport operating licenses

 

Software

 

Total

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

542,302

 

63,109

 

560,842

 

65,532

 

1,231,785

Additions 

-

 

-

 

-

 

58,512

 

58,512

Amortization 

-

 

-

 

-

 

(23,120)

 

(23,120)

Balance at December 31, 2010

542,302

 

63,109

 

560,842

 

100,924

 

1,267,177

Additions 

-

 

-

 

-

 

26,211

 

26,211

Write-offs 

-

 

-

 

-

 

(1,762)

 

(1,762)

Amortization 

-

 

-

 

-

 

(24,533)

 

(24,533)

Balance at September 30, 2011

542,302

 

63,109

 

560,842

 

100,840

 

1,267,093

 


 

 

The Company has allocated goodwill and intangible assets with indefinite useful lives, acquired through business combinations, for the purposes of impairment testing, to one single cash-generating unit, which is the operating subsidiary VRG. The Company tests annually the recoverable amount of these assets for impairment at the year end.

17. Short and Long-term Debt

 

 

 

 

Effective average interest rate (p.a.)

 

Parent Company

 

Consolidated

 

Maturity

 

09/30/11

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

Short-term debt:

 

 

 

 

 

 

 

 

 

 

 

Local currency:

 

 

 

 

 

 

 

 

 

 

 

BNDES

Jul, 2012

 

8.66%

 

-

 

-

 

10,908

 

14,352

BNDES loan Safra

Mar, 2014

 

11.46%

 

-

 

-

 

22,286

 

27,550

BDMG

Jan, 2014/ March, 2018

 

8.05%

 

-

 

-

 

3,353

 

3,376

Working Capital

Oct, 2011

 

12.93%

 

-

 

-

 

50,000

 

-

Santander

Ago, 2012

 

12.75%

 

23,205

 

-

 

23,205

 

-

Interests

 

 

 

 

-

 

-

 

29,669

 

19,721

 

 

 

 

 

23,205

 

-

 

139,421

 

64,999

Foreign currency

 

 

 

 

 

 

 

 

 

 

(in U.S. Dollars):

 

 

 

 

 

 

 

 

 

 

 

Working Capital

Mar, 2012

 

3.42%

 

-

 

-

 

94,468

 

83,803

IFC

Jul, 2013

 

4.15%

 

-

 

-

 

30,202

 

13,885

FINIMP

Jun, 2011

 

2.69%

 

-

 

-

 

-

 

2,718

Interests

 

 

 

 

17,668

 

34,229

 

18,886

 

33,969

 

 

 

 

 

17,668

 

34,229

 

143,556

 

134,375

 

 

 

 

 

40,873

 

34,229

 

282,977

 

199,374

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease

Dec, 2021

 

 

 

-

 

-

 

158,623

 

146,634

Total short-term debt

 

 

 

 

40,873

 

34,229

 

441,600

 

346,008

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

Local currency:

 

 

 

 

 

 

 

 

 

 

 

BNDES

Jul, 2012

 

8.66%

 

-

 

-

 

-

 

8,372

BNDES – loan Safra

Mar, 2014

 

11.46%

 

-

 

-

 

50,062

 

70,934

BDMG

Jan, 2014/ March, 2018

 

8.05%

 

-

 

-

 

26,334

 

27,332

Debentures IV

Sep, 2015

 

12.63%

 

-

 

-

 

594,837

 

593,870

Debentures V

Jun, 2017

 

12.26%

 

-

 

-

 

492,980

 

-

 

 

 

 

 

-

 

-

 

1,164,213

 

700,508

Foreign currency

 

 

 

 

 

 

 

 

 

 

(in U.S. Dollars):

 

 

 

 

 

 

 

 

 

 

 

IFC

Jul, 2013

 

4.15%

 

-

 

-

 

-

 

27,770

Senior bond I

Apr, 2017

 

7.50%

 

416,286

 

372,494

 

388,470

 

347,501

Senior bond II

Jul,2020

 

9.25%

 

543,838

 

487,887

 

543,838

 

487,887

Perpetual bond

-

 

8.75%

 

370,880

 

332,935

 

331,937

 

297,944

 

 

 

 

 

1,331,004

 

1,193,316

 

1,264,245

 

1,161,102

 

 

 

 

 

1,331,004

 

1,193,316

 

2,428,458

 

1,861,610

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease

Dec, 2021

 

 

 

-

 

-

 

1,853,985

 

1,533,470

Total long-term debt

 

 

 

 

1,331,004

 

1,193,316

 

4,282,443

 

3,395,080

 

 

 

 

 

1,371,877

 

1,227,545

 

4,724,043

 

3,741,088

 


 

 

 

The maturities of long-term debt for the next twelve months as from September 30, 2011, are as follows:

 

 

Parent Company

 

 

After

2015

 

Without maturity date

 

Total

Foreign currency

 

 

 

 

 

 

(Dollars):

 

 

 

 

 

 

Senior bond I

 

416,286

 

-

 

416,286

Senior bond II

 

543,838

 

-

 

543,838

Perpetual bond

 

-

 

370,880

 

370,880

Total

 

960,124

 

370,880

 

1,331,004

 

 

Consolidated

 

2012

 

2013

 

2014

 

2015

 

After

2015

 

Without maturity date

 

Total

Local currency:

 

 

 

 

 

 

 

 

 

 

 

 

 

BNDES – Safra

27,841

 

21,418

 

803

 

-

 

-

 

-

 

50,062

BDMG

5,539

 

5,567

 

4,400

 

4,400

 

6,428

 

-

 

26,334

Debêntures

-

 

-

 

-

 

594,837

 

492,980

 

-

 

1,087,817

 

33,380

 

26,985

 

5,203

 

599,237

 

499,408

 

-

 

1,164,213

Foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

(U.S. Dollars):

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior bond I

-

 

-

 

-

 

-

 

388,470

 

-

 

388,470

Senior bond II

-

 

-

 

-

 

-

 

543,838

 

-

 

543,838

Perpetual bond

-

 

-

 

-

 

-

 

-

 

331,937

 

331,937

 

-

 

-

 

-

 

-

 

932,308

 

331,937

 

1,264,245

Total

33,380

 

26,985

 

5,203

 

599,237

 

1,431,716

 

331,937

 

2,428,458

 

The fair values of senior and perpetual bonds, as of September 30, 2011, reflecting the regular adjustment of market quotations of these instruments, based on the exchange rate effective at the end of the reporting period, are as follows:

 

 

 

Parent Company

 

Consolidated

 

 

Book

 

Market

 

Book

 

Market

Senior bonds (I and II)

 

960,124

 

823,701

 

932,308

 

795,885

Perpetual bonds

 

370,880

 

308,528

 

331,937

 

269,585

 

 

Working Capital

During the three-month period ended September 30, 2011 the Company, through its subsidiary VRG, raised a working capital loan in the amount of R$50,000 in local currency, subject to a rate of 108.4% of CDI Over p.a. and maturity date to October 28, 2011. This loan will be used as a brig loan for the engine maintenance financing transaction with Eximbank.

 


 

 

Finimp

On June 14, 2011 the Company settled R$2,659, related to the Banco do Brasil foreign-currency denominated loan, raised in June 2010.

Debentures

On June 10, 2011, the Company approved the fifth public issue of 500 nonconvertible, unsecured debentures in a single series by VRG, at the par value of R$1,000 each, totaling R$500,000. This issue is intended to meet VRG’s working capital requirements. The issue costs were R$7,264, comprising the net amount of R$492,736. The debentures mature within six years after the issue date and they will be fully repaid on June 10, 2017. Debentures bear interest equivalent to 120% of CDI.

As of September 30, 2011, the amount recorded in noncurrent liabilities was R$492.980.

 

Repurchase of own shares

 

On September 08, 2011, the Company's Board of Directors authorized the repurchase of its own shares, through call options ("calls"), and the launch of put options ("puts", together referred to as options)  linked to shares issued by the Company, for purposes of cancellation, holding in treasury or disposal, in accordance with the CVM Instruction 10/80 and Instruction 390/03, as set forth below, whose transaction was negotiated by Santander.

 

The number of calls and puts to be launched or acquired correspond to up to 9,305,754 registered preferred shares, without par value, issued by the Company, representing up to 10% of outstanding shares, totaling 93,057,541 preferred shares on September 8, 2011.

 

The options will be settled through physical delivery of shares upon the payment of the strike price, which will be determined based on the stock price, plus related financial charges.

Through September 30, 2011, the Company carried out option transactions maturing through August 20, 2012 with an strike price of  R$14.25 per share.

 

The deadline for the performance of the abovementioned transactions is 180 (one hundred and eighty) days counted from September 9, 2011 and the maturity of the options shall not exceed 365 (three hundred sixty-five) days from the date of each transaction.

 

The program's objective is the acquisition of the Company’s preferred shares to be held in treasury for subsequent disposal and / or cancellation. The registration of acquired shares can be canceled or they can be held in treasury, during which time they will no longer be entitled to political and economic rights.

The Company shares repurchase transactions began on September 12, 2011 and through September 30, 2011, the Company bought back 1,862,700 shares, with maturities from June 18 to August 20, 2012, and a weighted average price of R$12.46, total notional amount of R$ 23,205, premiums paid of R$3,931 and premiums received of R$4,348, recorded in shareholders’ equity as a balancing item of short-term debt, and which will be written off on the option vesting date.   

Since the beginning of the repurchase financing program, no option was vested by the parties involved in the operation.

 

 


 

 

Finance leases

Future payments of US dollar-denominated finance lease installments are as follows:

 

Consolidated

 

09/30/11

 

12/31/10

2011

58,582

 

227,174

2012

284,601

 

227,174

2013

283,573

 

227,174

2014

283,557

 

227,174

2015

275,101

 

219,576

After 2015

1,329,843

 

935,450

Total minimum lease payments

2,515,257

 

2,063,722

Less: total interest

(502,649)

 

(383,618)

Present value of minimum lease payments

2,012,608

 

1,680,104

Less: short-term installment portion

(158,623)

 

(146,634)

Long-term installment portion

1,853,985

 

1,533,470

 

The discount rate used to calculate the present value of the minimum leasing payments is 6.20% as of September 30, 2011 (6.23% at December 31, 2010). There are no significant differences between the present value of minimum leasing payments and the fair value of these financial liabilities.

The Company extended the maturity date of financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables performing calculated withdrawals to be made for a bullet payment settlement at the end of the lease agreement. As of September 30, 2011, the withdrawals made for the repayment at maturity date of the lease agreement amount to R$54,312 (R$37,407 as of December 31, 2010).

Restrictive covenants

VRG has restrictive covenants in loan agreements with the following financial institutions: IFC, BNDES, and Banco do Brasil

As of September 30, 2011, the Company and its subsidiaries did not comply with the minimum ratios set with the financial institution IFC.

VRG  has a letter of credit with BNDES in the amount of R$14.5 million, an amount higher than the current debt, avoiding liquidity problems in case of debt repayment needs.


Management allocated IFC noncurrent balance to current, in order to comply with Brazilian and international accounting standards laid down in technical pronouncement
CPC 25 - Provisões, Passivos Contingentes e Ativos Contingentes (Provisions, Contingent Liabilities and Contingent Assets) and IAS 37 - Provisions, Contingent Liabilities and Contingent Assets (IASB), respectively.

 

18.  Advance Ticket Sales

As of September 30, 2011, the balance of advance ticket sales in current liabilities of R$657,691 (R$517,006 at December 31, 2010) is represented by 3,219,527 tickets sold and not yet used with 97 days of average term of use (95 days as of December 31, 2010).

 


 

 

19.  Smiles Deferred Revenue

Since VRG’s acquisition, the Company has a mileage program called Smiles (“Smiles Program”), which consists of awarding mileage credits, though accumulation of mileage credits by the passengers, to be used for additional trips. The obligations assumed under the frequent flyer program, (“Smiles Program”) were valued on VRG’s acquisition date at the estimated fair value that represents the estimated price that the Company could pay to a third party to assume the mileage obligation expected to be recovered on the mileage program.

As of September 30, 2011, the balance of Smiles deferred revenue is R$61,233 and R$ 178,596 classified in the current and non-current liabilities, respectively (R$55,329 and R$152,327 as of December 31, 2010).

 

20. Advances from Customers

The Company completed, through its subsidiary VRG, a partnership with Banco Bradesco S.A. and Banco do Brasil S.A. under an operational agreement for issuing and managing co-branded credit cards. As part of the agreement, the Company received initially the amount of R$252,086, related to the purchase of miles of the mileage program, access rights and use of the program customers database, plus an additional based on variable compensation contingent to the right to access and use customer credit cards by the financial institutions and participation in the billing recognized in the issued cards over a five-year term.

As of September 30, 2011, the balance reported as advances from customers in the current liabilities, related to this agreement, is R$ 19,419 (R$24,581 in current liabilities and R$33,262 in non-current liabilities at December 31, 2010).

 

21. Taxes Payable

 

 

Parent Company

 

Consolidated

 

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

PIS and  COFINS

 

-

 

-

 

115,910

 

84,022

REFIS

 

8,372

 

10,257

 

24,723

 

38,247

IRRF on payroll

 

5

 

5

 

15,385

 

20,895

ICMS

 

-

 

-

 

9,901

 

7,165

Import tax

 

-

 

-

 

3,323

 

3,712

CIDE

 

2

 

5

 

1,114

 

354

IOF

 

83

 

125

 

83

 

125

IRPJ and CSLL

 

2,404

 

-

 

3,364

 

779

Others

 

57

 

10

 

4,703

 

2,513

 

 

10,923

 

10,402

 

178,506

 

157,912

 

 

 

 

 

 

 

 

 

Current

 

3,031

 

719

 

51,111

 

58,197

Noncurrent

 

7,892

 

9,683

 

127,395

 

99,715

 

PIS and COFINS

With the start of the non-cumulative calculation system of taxes on revenue PIS (Law
10637/02) and COFINS (Law 10833/03), the subsidiary VRG implemented those rules and challenged in the courts the rate used to calculate these taxes. The provision recorded in balance sheet as of September 30, 2011, amounting to R$115,910 (R$84,022 as of December 31, 2010), includes the unpaid portion, adjusted for inflation using the SELIC rate (Central Bank’s policy rate). There are escrow deposits in the amount of R$80,257 (R$66,963 as of December 31, 2010) to ensure the stay of the tax collection.

 


 

Adhesion to the Federal Tax Installment Plan (REFIS)

On November 30, 2009, the Company and its subsidiary VRG filed its adherence to the Program of Subdivision of Federal Taxes (REFIS), as prescribed by Law no. 11941 of May 27, 2009, including all debts with the Receita Federal do Brasil (Brazilian Federal Revenue Service) and Procuradoria-Geral da Fazenda Nacional (Brazilian National Treasury Attorney General’s Office), maturing through November 30, 2008.

Management decided to pay debts in the amount of R$11,610 related to GLAI and R$35,012 related to VRG in 180 installments. This payment method offers reductions of 60% (sixty percent) of the late payment fines, 25% (twenty-five percent) of interest, and 20% (twenty percent) of assessment fines, reducing the GLAI and VRG debt to R$10,257 and R$27,990, respectively.

The debts consolidation occurred on June 29, 2011, according with to PGFN/RFB Resolution 2/2011, and upon such consolidation the Company and its subsidiary VRG used a portion of their tax credits relating to tax loss carry forwards and negative basis of social contribution to settle amounts related to interest and penalties amounting to R$1,637 and R$8,013 for GLAI and VRG, respectively.

The Company and its subsidiary VRG have paid REFIS installments on the consolidated debt in June/11.

 

22. Provisions

 

Consolidated

 

Insurance
provision

 

Aircraft and
engine return

 

 

Onerous
contracts

 

Litigation

 

Total

Balance at December 31, 2010

31,070

 

33,287

 

9,885

 

70,636

 

144,878

Additional provisions recognized

12,623

 

145,494

 

15,274

 

4,224

 

177,615

Utilized provisions

(43,410)

 

(43,620)

 

(6,542)

 

(1,453)

 

(95,025)

Balance at September 30, 2011

283

 

135,161

 

18,617

 

73,407

 

227,468

 

 

 

 

 

 

 

 

 

 

 

Current

283

 

9,352

 

8,314

 

-

 

17,949

Noncurrent

-

 

125,809

 

10,303

 

73,407

 

209,519

 

283

 

135,161

 

18,617

 

73,407

 

227,468

 

Insurance provision

Management obtains aircraft insurance in amounts considered necessary to cover any claims, in view of the nature the Company’s assets and the risks inherent to its operating activities, with due heed being paid to the limits set in the lease agreements, in compliance with Law 10744/03.


 

Aircraft returns

Aircraft return costs includes provisions for costs to meet the contractual return conditions for engines held under operating leases, and the cost of returning the aircraft with no purchase option according to the conditions described in the lease agreements, whose contra entry  is capitalized in the property, plant and equipment (see Note 15).

Onerous contracts

The provision for onerous contracts refers to losses on onerous operating lease agreements related to two Boeing 767-300 aircraft that are out of operation and are maintained under operating lease. The provision corresponds to the ne difference between the present value of the future lease payments and the revenue expected to be earned on the lease or sublease of these aircraft, when applicable. The assumptions used are judged estimates and the settlement of these transactions may result in amounts significantly different from those reported by the Company. The termination of the lease agreements ranges from 2 to 3 years.

Litigation

As of September 30, 2011, the Company and its subsidiaries are parties to 21,149 lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operation (those arising from the Company’s normal course of operations), and Succession (those arising from the succession of former Varig S.A. obligations). Under this classification, the number of proceedings  is as follows:

 

Operation

 

Succession

 

Total

Civil lawsuits

13,254

 

678

 

13,932

Civil proceedings

1,645

 

24

 

1,669

Civil miscellaneous

49

 

-

 

49

Labor lawsuits

1,548

 

3,874

 

5,422

Labor proceedings

75

 

2

 

77

Total

16,571

 

4,578

 

21,149

 

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

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

 

09/30/11

 

12/31/10

Civil

34,010

 

29,786

Labor

39,397

 

40,850

 

73,407

 

70,636

 

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

 

There are other lawsuits assessed by management and its legal counsel as possible risks, in the estimated amount of R$ 15,097 for civil claims and R$10,149 for labor claims at September 30, 2011 (R$10,681 and R$7,530 as of December 31, 2010 respectively), for which no provisions is recognized.

 

The Company and its subsidiaries are parties to 4 labor claims in France, resulting from former Varig S.A.  debts. During the period ended September 30, 2010, the Company and its subsidiaries obtained a favorable decision (lower court decision) in terms of non-succession. The amount involved (not accrued) is approximately R$5,237 (corresponding to €2,1 million).

 


 

 

The Company and its subsidiaries are challenging in court the ICMS levied on aircraft and engines imported under aircraft lease transactions without purchase options in transactions carried out with lessors headquartered in foreign countries. The Company’s and its subsidiaries’ management understands that these transactions represent simple leases in view of the contractual obligation to return the assets that are the subject matter of the contract. Management believes there’s no evidence of goods circulation and so, there’s no legal event to generate ICMS taxation.

 

The estimated aggregated amount of the ongoing lawsuits related to the non-levy of ICMS tax on said imports is R$202,377 as of September 30, 2011 (R$193,173 as of December 31, 2010), adjusted for inflation, not including later payment charges. Based on its legal counsel’s opinion and supported by similar lawsuits with favorable decisions to taxpayers by the Superior Court of Justice (STJ) and Supreme Federal Court (STF) in the second quarter of 2007, the Company understands that the likelihood of loss is remote, and thus did not recognize provisions for these amounts. Although the outcome of these lawsuits and proceedings cannot be anticipated, the Company’s management, based on the opinion of its outside legal counsel, understands that the final decisions on these lawsuits will not have any material adverse impact on the financial position, operating results, and cash flows of the Company.

23. Shareholders’ Equity

a) Issued capital

As of September 30, 2011, the Company’s capital is represented by 270,386,866 shares, of which 137,032,734 are common and 133,354,132 are preferred (270,336,668 shares as of December 31, 2010, of which 137,032,734 are common and 133,303,934 are preferred). The Fundo de Investimento em Participações Volluto is the Company’s controlling fund, which is equally controlled by Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.

 

Shares are held as follows:

 

 

09/30/11

 

12/31/10

 

Common

 

Preferred

 

Total

 

Common

 

Preferred

 

Total

Fundo Volluto

100.00%

 

28.43%

 

64.70%

 

100.00%

 

26.98%

 

63.99%

Other

-

 

1.50%

 

0.74%

 

-

 

1.42%

 

0.70%

Treasury shares

-

 

1.74%

 

0.86%

 

-

 

0.34%

 

0.17%

Free float

-

 

68.33%

 

33.70%

 

-

 

71.26%

 

35.14%

 

100.00%

 

100.00%

 

100.00%

 

100.00%

 

100.00%

 

100.00%

 

The authorized share capital as of September 30, 2011 is R$4 billion. Within the authorized limit, the Company can, as approved by the Board of Directors, increase its capital regardless of any amendment to its bylaws, by issuing shares, without necessarily keeping the proportion between the different types of shares. The Board of Directors will define the issuance conditions, including price and payment term.

At the discretion of the Board of Directors, preemptive rights can be suspended or its exercise term can be reduced upon the issuance of preferred shares, when placed on a stock exchange or for public subscription, or even through share exchange, in public takeover bids, as set forth by the law. Under the Company’s bylaws, the Company cannot issue founder’s shares.

 


 

 

Preferred shares are nonvoting, except in the case of specific events prescribed by the law. These shares are entitled to: priority in capital reimbursement, without premium and right to be included in public bid as a result from transfer of control , at the same price paid by share of the control block, with payment of dividends at least equal to the common shares. In addition, the Differentiated Corporate Governance Practices – Level 2 of BM&FBOVESPA, provides for the granting of voting rights to preferred shareholders in matters related to corporate restructuring, mergers and transactions with related parties.

On February 22, 2011, the Board of Directors approved the capital increase of R$669 through the private issue of 34,718 preferred shares, all registered with no par value, to the exercise of stock options .

On May 10, 2011, the Board of Directors approved the capital increase of R$181 through the issue of 15,480 preferred shares, due to the exercise of stock options mentioned on February 28, 2011.

Gol Linhas Aéreas Inteligentes S.A. shares as of September 30, 2011 are quoted, in the São Paulo Stock Exchange – BOVESPA, in the amount of R$10.24, and US$5.56 in New York Stock Exchange – NYSE. The book value per share as of September 30, 2011 is R$7.39 (R$10.83 as of December 31, 2010).

 

b) Retained earnings

i. Legal reserve

It is recognized by allocating 5% of profit for the year after the absorption of accumulated losses in accordance with Article 193 of Law 11638/07, limited to 20% of the capital, according to the Brazilian Corporate Law and the Company’s bylaws.

ii. Reinvestment reserve

The reinvestment reserve is aimed at meeting the planned investments under the Company's capital budget.

c) Dividends 

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

As of December 31, 2010, management proposed the payment of dividends amounting to R$50,873 (R$0.19 per share) based on profit earned as of December 31, 2010 and after the legal reserve, paid on June 22, 2011 in the amount of R$50,857. The remaining R$7 is available for payment to absent shareholders.

 

d)  Treasury shares

As of September 30, 2011, the Company has 2,317,125 treasury shares, totaling R$34,675, with a fair value of R$23,727 (R$11,887 in shares with fair value of R$11,792 as of December 31, 2010).

In compliance with Item IV art.4 of CVM Instruction 390/03, the table below shows the changes in the number of outstanding shares held in treasury:

 

 

 

Treasury shares

Repurchase of shares

Total

Balance as of December 31, 2010

454,425

-

454,425

Repurchase of shares by exercise of options (a)

-

1,862,700

1,862,700

Balance as of September 30, 2011

454,425

1,862,700

2,317,125

 


 

 

(a) Shares acquired through the repurchase program, see Note 17.

 

e)  Share-based payments

As of September 30, 2011, the balance of share-based payments reserve was R$63,726. The Company recorded a share-based payment expense amounting to R$19,999 during the nine-month period ended September 30, 2011, with a balancing item in the income statement as personnel costs (R$20,664 as of September 30, 2010).

 

f) Other comprehensive income

The fair value measurement of short-term investments classified as available for sale and financial instruments designated as cash flow hedges is recognized in line item Valuation Adjustments to Equity, net of taxes, until contracts are terminated. The balance as of September 30, 2011 corresponds to a loss of R$75,474 (gain of R$11,073 as of December 31, 2010).

 

 

24.      Costs of Services, Administrative and Selling Expenses

 

 

Parent Company

 

 

Three months periods ended on

 

Nine months periods ended on

 

 

09/30/11

 

09/30/10

 

 

Administrative expenses

 

Administrative expenses

 

 

Total

%

 

Total

%

 

Total

%

 

Total

%

Salaries

 

5,438

72.4

 

6,715

63.0

 

21,182

71.6

 

21,882

72.2

Services Rendered

 

1,952

26.0

 

1,490

14.0

 

6,112

20.7

 

4,357

14.4

Sales and marketing

 

-

-

 

-

-

 

590

2.0

 

238

0.8

Depreciation and amortization

 

22

0.3

 

22

0.2

 

67

0.2

 

67

0.2

Other expenses

 

100

1.3

 

2,422

22.8

 

1,620

5.5

 

3,766

12.4

 

 

7,512

100.0

 

10,649

100.0

 

29,571

100.0

 

30,310

100.0

 

 

 

 

Consolidated

 

 

Three months periods ended on

 

 

 

 

09/30/11

 

 

 

 

09/30/10

 

 

 

Cost of services

Selling expenses

Administrative expenses

Total

%

Cost of services

Selling expenses

Administrative expenses

Total

%

Salaries

 

299,852

20,828

47,441

368,121

19.2

258,559

20,608

33,797

312,964

19.5

Aircraft fuel

 

745,335

-

-

745,335

38.8

580,096

-

-

580,096

36.2

Aircraft rent

 

108,641

-

-

108,641

5.7

130,439

-

-

130,439

8.1

Maintenance materials and repairs

 

129,961

-

-

129,961

6.8

134,003

-

-

134,003

8.4

Aircraft and traffic servicing

 

58,174

20,396

39,861

118,431

6.2

52,053

14,356

43,982

110,391

6.9

Sales and marketing  

 

-

99,700

-

99,700

5.2

-

90,713

-

90,713

5.7

Landing fees

 

99,910

-

-

99,910

5.2

83,658

-

-

83,658

5.2

Depreciation and amortization

 

75,665

-

14,998

90,663

4.7

52,966

-

10,287

63,253

3.9

Other operating expenses

 

96,987

26,047

34,961

157,995

8.2

66,565

21,787

7,867

96,219

6.1

 

 

1,614,525

166,971

137,261

1,918,757

100.0

1,358,339

147,464

95,933

1,601,736

100.0

 

 

 

 


 

 

 

 

Consolidated

 

 

Nine months periods ended on

 

 

09/30/11

 

09/30/10

 

Cost of services

Selling expenses

Administrative expenses

Total

%

 

Cost of services

Selling expenses

Administrative expenses

Total

%

Salaries

 

923,275

66,131

123,457

1,112,863

20.2

 

742,619

61,121

105,803

909,543

19.5

Aircraft fuel

 

2,145,299

-

-

2,145,299

38.9

 

1,702,779

-

-

1,702,779

36.4

Aircraft rent

 

349,397

-

-

349,397

6.3

 

416,790

-

-

416,790

8.9

Maintenance materials and repairs

 

298,924

-

-

298,924

5.4

 

368,372

-

-

368,372

7.9

Aircraft and traffic servicing

 

170,064

52,869

120,819

343,752

6.2

 

157,822

36,579

115,945

310,346

6.6

Sales and marketing

 

-

281,013

-

281,013

5.1

 

-

260,974

-

260,974

5.6

Landing fees

 

281,804

-

-

281,804

5.1

 

238,955

-

-

238,955

5.1

Depreciation and amortization

 

227,766

-

43,721

271,487

4.9

 

173,000

-

34,384

207,384

4.4

Other operating expenses

 

258,499

69,348

103,978

431,825

7.9

 

180,425

61,090

17,060

258,575

5.6

 

 

4,655,028

469,361

391,975

5,516,364

100.0

 

3,980,762

419,764

273,192

4,673,718

100.0

                         

 

25. Sales Revenue

a)  The net sales revenue for the period is broken down as follow:

 

 

Consolidated

 

Three-month periods ended

 

Nine-month periods ended

 

09/30/11

 

09/30/10

 

09/30/11
(Restated)

 

09/30/10

Passenger transportation

1,689,529

 

1,675,811

 

4,879,182

 

4,792,160

Cargo transportation and other revenue

240,491

 

196,532

 

675,417

 

554,282

Gross revenue

1,930,020

 

1,872,343

 

5,554,598

 

5,346,442

Related taxes

(86,322)

 

(83,408)

 

(248,838)

 

(236,837)

Net revenue

1,843,698

 

1,788,935

 

5,305,760

 

5,109,605

 

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

b)  Revenue by geographical segment is as follows:

 

 

 

Three-month periods ended

 

Nine-month periods ended

 

09/30/11

%

 

09/30/10

%

 

09/30/11 (Restated)

%

 

09/30/10

%

Domestic

1,702,701

92.4

 

1,653,131

92.4

 

4,880,680

91.9

 

4,789,851

93.7

International

140,997

7.6

 

135,804

7.6

 

425,080

8.1

 

319,754

6.3

Net revenue

1,843,698

100.0

 

1,788,935

100.0

 

5,305,760

100.0

 

5,109,605

100.0

 


 

 

26. Commitments

As of September 30, 2011 the Company had 94 firm orders placed with Boeing, 10 purchase rights and 40 purchase options granted on non-onerous basis, for aircraft acquisition. The commitments to  purchase aircraft include estimates for contractual price increases during the construction phase. The approximate amount of firm orders, not including contractual discount is R$15,996,043 (corresponding to US$8,625,994) and are broken down according to the following periods:

 

 

09/30/11

2011 (three months)

396,063

2012

885,864

2013

2,905,259

2014

4,292,344

2015

3,697,466

After 2015

3,819,047

 

15,996,043

 

 

As of September 30, 2011, out of the commitments mentioned above, the Company will be required to pay the amount of R$2,046,018, as advances for aircraft acquisition, as follows:

 

09/30/11

2011 (three months)

77,334

2012

438,845

2013

531,009

2014

496,249

2015

402,470

After 2015

100,111

 

2,046,018

 

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

 

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

 

The Company, through its subsidiary VRG, leases its entire fleet of aircraft fleet using a combination of finance and operating leases. As of September 30, 2011, the fleet was comprised of 124 aircraft, of which 80 were operating leases and 44 were recorded as finance leases. VRG has 38 aircraft that have purchase option. During the three-month period ended on September 30, 2011, the Company received three aircraft based on financial lease contracts, and returned  three 767-300 aircraft.

 

 


 

 

a)    Operating leases

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

 

 

09/30/11

 

12/31/10

2011

133,392

 

504,784

2012

514,994

 

481,109

2013

456,155

 

414,202

2014

304,731

 

261,098

2015

180,680

 

149,637

After 2015

503,129

 

360,132

Total minimum leasing payments

2,093,081

 

2,170,963

 

b)    Sale-leaseback transactions

As of September 30, 2011, the Company recognized R$7,564 and R$17,822 as ‘Other payables’ in current and non-current liabilities, respectively (R$7,564 and R$23,495 as of December 31, 2010), related to gains on sale-leaseback transactions conducted by its subsidiary GAC Inc. in 2006, related to eight 737-800 Next Generation aircraft. This gain is being deferred proportionally to the monthly payments of the related lease agreements over the contractual term of 124 months.

 

 

On the same date, the Company recorded R$9,373 and R$47,171 reported in ‘Prepaid expenses’, in current and non-current assets, respectively (R$9,373 and R$54,201 as of December 31, 2010), related to losses on sale-leaseback transactions conducted by its subsidiary GAC Inc. during the years of 2007, 2008 and 2009, related to nine aircraft. These losses are being deferred and amortized proportionally to the monthly payments of the related lease agreements over the contractual term of 120 months.

 

Additionally, in the nine month period ended September 30, 2011, the Company recorded a gain of R$7,356 recognized directly in profit or loss, since gains and losses on sale-leaseback transactions were not offset over lease terms.

 

27.  Financial instruments

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

 

The financial derivative instruments are used to hedge against the inherent risks relating to the operation. The Company and its subsidiaries consider fuel price, exchange rate and interest rate as the most material risks, together with the credit risk associated with its operations. These risks are mitigated by using exchange swap derivatives, U.S. dollar futures contracts, and oil, U.S. dollar and interest options.

 

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

 


 

The gains on these transactions and the application of risk management controls are part of the Committee’s monitoring and are satisfactory to the objectives proposed.

 

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

 

Most of the financial instruments entered into with the purpose of hedging against fuel and currency risks provide scenarios with low probability of occurrence, and thus have lower costs compared to other instruments with higher probability of occurrence. Consequently, despite of high correlation between the hedged item and the derivative financial instruments contracted, a significant portion of the transactions presents ineffective results upon settlement, which are presented in the tables below.

 

 

The breakdown of the consolidated account balances and the categories of financial instruments included in the balance sheet as of September 30, 2011 and December 31, 2010 is as follows:

 

 

Measured at fair value through profit and loss

 

Measured at amortized cost (a)

 

Measured at amortized cost but not through profit and loss (Assets available for sale)

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

 

09/30/11

 

12/31/10

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

1,302,673

 

1,955,858

 

-

 

-

 

-

 

-

Short-term investments

718,019

(b)

-

 

-

 

-

 

-

 

22,606

Restricted cash

166,737

 

34,500

 

-

 

-

 

-

 

-

Gain on derivatives operation

297

 

10,420

 

-

 

-

 

-

 

-

Accounts receivable

-

 

-

 

326,634

 

303,054

 

-

 

-

Maintenance deposits

-

 

-

 

415,501

 

-

 

-

 

-

Other credits

-

 

-

 

41,337

 

57,246

 

-

 

-

Premiums

24,105

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Loans and financing

-

 

-

 

4,724,043

 

3,741,088

 

-

 

-

Suppliers

-

 

-

 

221,001

 

215,792

 

-

 

-

Loss on derivatives transactions

186,637

(c)

1,646

 

-

 

-

 

-

 

-

                       

 

(a)      Considering the short-term between the issuance date and the maturity date of the financial instruments measured at amortized cost, the Company understands that their fair values are approximate their book values, except by the amounts related to Perpetual Bonds  and Senior Notes, as disclosed on Note 17.

(b)     Of the amount classified as short-term investments, the amount of R$237,273 is considered as held-to-maturity investments.

(c)      The Company records as of September 30, 2011 the amount of R$75,474 in shareholders’ equity as valuation adjustment to equity as a balancing item of this liability.

Risks

The operating activities subject the Company and its subsidiaries to the following financial risks: market (including currency risk, interest rate risk, and fuel price risk), credit and liquidity risks. The Company’s risk management policy aims at mitigating potential adverse effects from transactions that could affect its financial performance.

 

 


 

 

The Company’s and its subsidiaries’ decisions on the portion of its exposure to be hedged against financial risk, both for fuel consumption and currency and interest rate exposures, consider the risks and hedge costs. The Company and its subsidiaries do not usually contract hedging instruments for its total exposure, and thus they are subject to the portion of risks resulting from market fluctuations. The portion of exposure to be hedged is determined and reviewed at least quarterly in compliance with the strategies determined in the Risk Policies Committees.

 

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

 

a) Fuel price risk

As of September 30, 2011, fuel expenses accounted for 39% of the costs of services, and administrative and selling expenses of the Company and its subsidiaries. The aircraft fuel price fluctuates both in the short and in the long terms, in line with crude oil and oil byproduct price fluctuations.

 

In order to mitigate the fuel price risk, the Company and its subsidiaries contract derivatives linked mainly to crude oil and possibly its byproducts. As of September 30, 2011, the Company used options, collar and swap agreements.

 

Fuel hedge transactions, classified as cash flow hedges are contracted with counterparties rated as investment grade, or are performed on the NYMEX.

 

b) Exchange rate risk

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

 

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

 

In order to mitigate the currency risk, the Company contracts the following currency derivatives: U.S. dollar futures and options conducted on the BM&F-BOVESPA. These transactions may be conducted using exclusive investment funds, as described in the Company’s Risk Management Policy.

 

The Company’s foreign exchange exposure as of September 30, 2011 and December 31, 2010 is as follows:

 

 


 

 

 

Parent Company

 

Consolidated

 

09/30/2011

 

12/31/2010

 

09/30/2011

 

31/12/2010

Assets

             

Cash, cash equivalents and short-term investments

55,820

 

123,640

 

222,304

 

218,909

Deposits in guarantee for lease agreements

-

 

-

 

98,688

 

127,963

Maintenance deposits

-

 

-

 

415,501

 

-

Advance expenses

-

 

-

 

24,105

 

33,322

Others

13,436

 

14,679

 

16,955

 

14,679

Total assets

69,256

 

138,319

 

777,553

 

394,873

 

 

Liabilities

             

Foreign suppliers

-

     

28,254

 

27,831

Short- and long-term debt

1,348,672

 

1,227,545

 

1,407,801

 

1,371,323

Finance leases payable

-

 

-

 

2,012,608

 

1,639,981

Other leases payable

-

 

-

 

54,312

 

37,407

Provision for aircraft return

-

 

-

 

118,164

 

-

Other U.S. dollar-denominated liabilities

-

 

-

 

34,577

 

46,435

Total liabilities

1,348,672

 

1,227,545

 

3,655,716

 

3,122,977

Exchange exposure in R$

1,279,416

 

1,089,226

 

2,878,163

 

2,728,104

 

 

             

Obligations not recognized in balance sheet

             

Future obligations resulting from operating leases

2,046,018

 

1,943,880

 

2,046,018

 

1,943,880

Future obligations resulting from firm aircraft orders

15,996,043

 

16,427,824

 

15,996,043

 

16,427,824

Total

18,042,061

 

18,371,704

 

18,042,061

 

18,371,704

 

 

 

 

 

 

 

 

Total exchange exposure R$

19,321,477

 

19,460,930

 

20,920,224

 

21,099,808

Total exchange exposure US$

10,419,261

 

11,679,828

 

11,281,398

 

12,663,431

Exchange Rate (R$/US$)

1,8544

 

1,6662

 

1,8544

 

1,6662

 

c) Credit risk

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

 

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

 

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

 

d) Interest rate risk

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

 

 


 

 

In the nine-month period ended September 30, 2011, for interest rate hedges, the Company and its subsidiaries conduct swap transactions with counterparties rated as investment grade.

 

e) Liquidity risk

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

 

As a way of managing the liquidity risk, the Company and its subsidiaries invest its funds in liquid assets (bonds, CDBs, and investment funds with daily liquidity), and the Cash Management Policy prescribes that the Company’s and its subsidiaries’ weighted average debt maturity should be higher than the weighted average maturity of the investment portfolio. As of September 30, 2011, the weighted average maturity of the Company’s and its subsidiaries’ financial assets was 13 days and of their financial liabilities was 5 years.

 

As shown in Note 26, in order to hedge future commitments, the Company and its subsidiaries use derivative financial instruments contracted with prime banks for cash management purposes.

 

f)         Capital management

The table below shows the financial leverage rate as of September 30, 2011 and December 31, 2010:

 

 

Consolidated

 

09/30/11

 

12/31/10

Shareholder’s equity

1,997,371

 

2,929,169

Cash and cash equivalents

(1,302,673)

 

(1,955,858)

Restricted cash

(166,737)

 

(34,500)

Short-term investments

(718,019)

 

(22,606)

Short- and long-term debts

4,724,043

 

3,741,088

Net debt (a)

2,536,614

 

1,728,124

Total capital (b)

4,533,985

 

4,657,293

Leverage ratio (a) / (b)

56%

 

37%

 

Additionally, the Company and its subsidiaries are still committed to keep the amount of cash and cash equivalent close to 25% of the net revenue for the last twelve months, as observed on September 30, 2011.

Derivative financial instruments

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

Description

Balance sheet account

09/30/11

 

12/31/10

Gain on derivatives operation (assets)

Other receivables

297

 

10,420

Loss on derivatives operation (liabilities)

Loss on derivatives operation

186,637

 

1,646

Premiums of options contracts (assets)

Prepaid expenses

24,105

 

23,334

 

The Company and its subsidiaries adopt hedge accounting and classifies derivative contracted to hedge currency risks, interest rate risk and fuel price risk as "cash flow hedge" or as " fair value hedge ", according to the parameters described in the Brazilian accounting standard CPC 38 and International Accounting Standard IAS 39. Derivative financial instruments contracted are formally identified, classified and designated through documentation and control when acquired, as follows:

 


 

 

Classification of derivatives financial instruments

i) Cash flow hedges

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

 

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

 

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

 

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

ii) Fair value hedges

The Company and its subsidiaries hedge against changes in the fair value of a recognized liability, or a part thereof, attributable to interest, fuel and currency risks. Fluctuations in the fair value of the derivatives designated as fair value hedges are recognized directly in profit or loss together with the related changes in the fair value of the hedged liability.

 

The Company and its subsidiaries estimate the effectiveness based on the ratio between the fluctuation in the fair value of the derivatives used as hedge and the fluctuation in the fair values of the hedged liabilities.

 

The instruments are considered effective when the fluctuation in the fair values of derivatives offset between 80 to 125 percent of the fair values of the hedged liabilities.

In the case of an exchange hedge of the fair value of a financial liability, the fluctuation in a derivative’s fair value is recognized in financial income or financial expense for the same period in which it occurs. If the hedge is considered effective through the end of the period, the carrying amount of the hedged item is adjusted to reflect the fluctuation in its fair value caused by the risk covered, with a corresponding entry in financial income or financial expense.

Derivative financial instruments not designated as hedges

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


 

Designation of hedged item

a) Fuel hedge

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

As of September 30, 2011, the Company and its subsidiaries have fuel derivative hedging contracts performed at Nymex and over-the-counter (OTC) markets.

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

Closing balance at

 

 

09/30/11

  12/31/10

Fair value at end of period (R$)

 

 

(66,629)

  33,205

Average term (months)

 

 

6

  4

Volume hedged for future periods (thousand barrels)

 

 

4,344

  2,109

Gains (losses) with hedge effectiveness recognized in shareholders’ equity, net of taxes (R$)

 

 

(23,667)

  10,586

 

 

 

 

 

 

 

 

 

 

 

Three months

Nine months

Period ended:

 

2011

 

2010

2011

 

2010

Gains on effective hedges recognized in operating costs (R$)

 

-

 

217

-

 

217

Gains (losses) on ineffective hedges recognized in financial income (expenses) (R$)

 

7,159

 

(1,040)

29,287

 

(5,456)

Losses on ineffective hedges recognized in financial expenses for future periods (R$)

 

(33,660)

 

(8,939)

(86,583)

 

(37,130)

Total losses on ineffective hedges recognized as financial expenses (R$)

 

(26,501)

 

(9,979)

(57,296)

 

(42,586)

Current exposure percentage hedged during the period

 

55%

 

57%

48%

 

43%

                 

 

The table below shows the notional amount of derivatives designated as hedges contracted by the Company and its subsidiaries to hedge future fuel expenses, the average rate contracted for the derivatives, and the percentage of fuel exposure hedged by reporting period as of September 30, 2011:

Market risk factor: Fuel price

 

 

 

 

 

 

 

 

 

 

 

Over-the-counter market

4T11

 

1T12

 

2T12

 

3T12

 

Total 12M

 

4T12

Percentage of fuel exposure hedged

41%

 

51%

 

42%

 

27%

 

40%

 

5%

Notional amount in barrels (thousands)

1,713

 

1,984

 

1,687

 

1,162

 

6,546

 

216

Future rate agreed per barrel (US$) *

123,99

 

124,71

 

122,20

 

113,16

 

121,82

 

103,30

Total in reais **

393,878

 

458,814

 

382,288

 

243,838

 

1,478,819

 

41,378

* Weighted average between call strikes,

** The exchange rate as of 09/30/11 was R$1.8544/US$1.00.

 

b) Foreign Exchange Hedge

The Company  and its subsidiaries uses derivative contracts as U.S. dollar hedges entered into on the BM&FBOVESPA, using an exclusive investments fund as vehicle for contracting risk coverage.

As of  September 30, 2011, the Company and its subsidiaries have no financial assets or bank guarantee linked to margin deposits.

 

 


 

 

During September 2011, management, faced with a future economic scenario, decided to suspend temporarily the hedging of the Company’s cash flows.

 

As of September 30, 2011, the Company and its subsidiaries did not have foreign exchange derivative contracts designated as U.S. dollar cash flow hedges. Losses from hedge ineffectiveness recognized during the three- and nine-month period ended September 30, 2011, are presented below:

 

Closing balance at:

09/30/11

 

12/31/10

 

 

Fair value at end of period (R$)

-

 

109

 

 

Longer remaining term (months)

-

 

4

 

 

Hedged volume for future periods (US$)

-

 

65,000

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

Period ended:

 

2011

 

2010

 

2011

 

2010

Hedge effectiveness losses recognized in operating costs and expenses (R$)

 

-

 

-

 

-

 

-

Hedge ineffective gains (losses) recognized in financial income (expenses) (R$)

 

882

 

(2,814)

 

823

 

(5,566)

Hedge ineffective gains (losses) recognized in financial income (expenses) for future competences (R$)

 

140

 

(24,925)

 

(530)

 

(27,164)

Total hedge ineffective gains (losses) recognized in financial income (expenses) (R$)

 

1,022

 

(27,739)

 

293

 

(32,730)

Percentage exposure hedged during the period

 

4.2%

 

46%

 

5.4%

 

26%

                 

 

As of September 30, 2011, the Company and its subsidiaries have no foreign currency derivative contracts designated as U.S. dollar fair value hedge. The hedge effective losses recognized in financial expenses for the nine-month period ended September 30, 2011(in thousands, unless otherwise indicated) are summarized below:

Closing balance at

 

09/30/11

 

31/12/10

Fair value at end of period (R$)

 

-

 

(6,645)

Finance leasing (US$)

 

-

 

984,264

Volume hedged (US$)

 

-

 

388,750

Actual percentage of hedged exposure

 

-

 

39%

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

Period ended:

 

2011

 

2010

 

2011

 

2010

Hedge effectiveness losses recognized in financial expenses (R$)

 

-

 

-

 

(34,130)

 

-

Percentage of exposure hedged during the period

 

-

 

-

 

21%

 

-

 

Foreign exchange derivative instruments not designated for hedge accounting

As of September 30, 2011, the Company and its subsidiaries have the following derivatives instruments to hedge against U.S. dollar fluctuations not designated for hedge accounting:  currency swaps (USD x CDI) to hedge a credit facility (working capital). The table below shows the amounts recognized in financial income (expenses) related to these transactions:

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

Period ended

 

2011

 

2010

 

2011

 

2010

Gains (losses) recognized in financial expenses

 

23,930

 

(6,913)

 

5,051

 

(6,063)

 


 

 

 

(b)   Interest rate hedges

 

As of September 30, 2011, the Company and its subsidiaries have swap derivatives for Libor hedge, in the notional amount of US$ 600 million.

The following is a summary of Company and its subsidiaries interest rate derivative contracts designated as Libor cash flow hedges:

Closing balance at:

09/30/11

 

12/31/10

Fair value at end of period (R$)

(78,497)

 

-

Face value at end of period (US$)

505,061

 

-

Face value at end of period (R$)

936,584

 

-

Hedge losses recognized in shareholders’ equity, net of taxes (R$)

(51,807)

 

-

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

Period ended:

 

2011

 

2010

 

2011

 

2010

Hedge effectiveness gains (losses) recognized in financial expenses (expenses) (R$)

 

-

 

115

 

-

 

(1,398)

 

Interest rate derivative instruments not designated for hedge accounting

 

In the nine-month period ended September 30, 2011 the Company and its subsidiaries held positions in Libor interest derivative contracts not designated for hedge accounting, in the notional amount of US$ 95 million The table below shows the amounts recognized in financial income and expenses related to these transactions:

 

 

 

 

 

 

 

 

 

 

Three months

 

Nine months

Period ended

 

2011

 

2010

 

2011

 

2010

Losses recognized in financial expenses

 

(13,985)

 

(2,473)

 

(22,920)

 

(7,716)

 

In addition, the Company and its subsidiaries profit or loss are affected by interest rates fluctuations in Brazil, levied on cash investments, short-term investments, Brazilian real-denominated liabilities, and U.S. dollar-denominated assets and liabilities. These fluctuations affect the fair value of financial instruments, the fair value of Brazilian real-denominated fixed income securities and the interest on cash and short-term investments.

Sensitivity analysis of derivative financial instruments

The sensitivity analysis of financial instruments was prepared pursuant to CVM Instruction 475/08, in order to provide a 25% and 50% positive and negative change in the main risk factor of each financial instrument and, therefore, the impact of such changes on the Company’s financial income and expenses in case such changes occur.

 

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

 

The tables below show the sensitivity analysis for market risks and financial instruments considered relevant by management, outstanding position as of September 30, 2011 and based on the scenarios described above.

 


 

 

Consolidated

 

(I)                 Fuel risk   

 

As of September 30, 2011, the Company held derivative contracts for oil WTI, Brent and Heating Oil, which represent notional volumes ​​of 6,762 million barrels. These contracts mature between October 2011 and December 2012.

 

In the probable and possible adverse scenarios (25% drop in oil prices) and remote adverse (50% drop), the impacts on the fair value of derivatives are shown in the table below.  

 

 

Risk Factor

 

Exposed amounts as of

 

Probable Scenario

 

-25%

 

-50%

 

 

09/30/11

 

09/30/11

 

 

 

 

Drop in fuel price curve

 

(R$66,629)

 

R$0

 

(R$165,807)

 

(R$344,276)

 

 

 

 

 

 

 

Prices considered (US$/barrel)

 

 

 

 

 

 

WTI

 

85,61

 

64,21

 

42,81

HO

 

123,22

 

92,42

 

61,61

Brent 

 

109,91

 

82,43

 

54,95

 

(II)              Foreign exchange risk        

 

 

As of September 30, 2011, the Company held a derivative contract in US dollar in the notional value of US$51,122, with maturity in March 2012.

 

As of September 30, 2011, the Company held assets and liabilities indexed to the US dollar, totaling US$ 1,565,071 in foreign exchange exposure, equivalent to R$ 2,902,268.

 

 

 

Consolidated

 

 

 

 

 

Additional changes in the account balance

 

Risk Factor

 

Exposed amounts as of

 

-50%

 

-25%

 

Probable Scenario

 

25%

 

50%

 

 

 

09/30/11

 

 

 

 

 

09/30/11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar-denominated assets and liabilities

Dollar appreciation curve

 

(R$2,902,268)

 

R$1,451,134

 

R$725,567

 

R$0

 

(R$725,567)

 

(R$1,451,134)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US dollar denominated derivative

Dollar depreciation curve

 

R$6,646

 

(R$47,400)

 

(R$23,700)

 

R$0

 

R$23,700

 

R$47,400

Net Total

 

 

(R$2,895,622)

 

R$1,403,734

 

R$701,867

 

R$0

 

(R$701,867)

 

(R$1,403,734)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange rate used

 

R$0.9272/US$

 

R$1.3908/US$

 

R$1.8544/US$

 

R$2.3180/US$

 

R$2,7816/US$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(III) Interest rate risk

 

 

Consolidated

 

 

 

 

 

Additional changes in the account balance

 

Risk Factor

 

Exposed amounts in

 

-50%

 

-25%

 

Probable Scenario

 

25%

 

50%

 

 

 

09/30/11

 

 

 

 

 

09/30/11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

CDI

 

R$845,939

 

(R$3,976)

 

(R$1,988)

 

R$0

 

R$1,988

 

R$3,976

Loans (Debentures)

CDI

 

(R$1,170,137)

 

R$20,148

 

R$10,074

 

R$0

 

(R$10,074)

 

(R$20,148)

Net Impact

 

 

R$324,198

 

R$16,172

 

R$8,086

 

R$0

 

(R$8,086)

 

(R$16,172)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

Libor

 

(R$100,005)

 

(R$84,334)

 

(R$42,167)

 

R$0

 

R$42,167

 

R$84,334

Loans (IFC)

Libor

 

(R$31,182)

 

R$154

 

R$77

 

R$0

 

(R$77)

 

(R$154)

Finance Lease

Libor

 

(R$2,012,608)

 

R$2,479

 

R$1,239

 

R$0

 

(R$1,239)

 

(R$2,479)

Net Impact

 

 

(R$2,143,795)

 

(R$81,701)

 

(R$40,850)

 

R$0

 

R$40,850

 

R$81,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (BNDES-Loan Safra)

TJLP

 

(R$92,383)

 

R$1,315

 

R$658

 

R$0

 

(R$658)

 

(R$1,315)

Net Impact

 

 

(R$92,383)

 

R$1,315

 

R$658

 

R$0

 

(R$658)

 

(R$1,315)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (BDMG)

IPCA

 

(R$30,255)

 

R$252

 

R$126

 

R$0

 

(R$126)

 

(R$252)

Net Impact

 

 

(R$30,255)

 

R$252

 

R$126

 

R$0

 

(R$126)

 

(R$252)

 


 

 

Parent Company

 

I) Foreign exchange risk          

 

 

Parent Company

 

 

 

 

 

Additional changes in the account balance

 

Risk Factor

 

Exposed amounts in

 

-50%

 

-25%

 

Probable Scenario

 

25%

 

50%

 

 

 

09/30/11

 

 

 

 

 

09/30/11

 

 

 

 

US dollar-denominated assets and liabilities

Dollar appreciation curve

 

(R$1,279,416)

 

R$639,708

 

R$319,854

 

R$0

 

(R$319,854)

 

(R$639,708)

Net Total

 

 

R$1,279,416

 

R$639,708

 

R$319,854

 

R$0

 

(R$319,854)

 

(R$639,708)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange rate used

 

 

 

R$0.9272/US$

 

R$1.3908/US$

 

R$1.8544/US$

 

R$2.3180/US$

 

R$2.7816/US$

 

As of September 30, 2011, the Company has assets and liabilities indexed to the US dollar, totaling US$689,935 in foreign exchange exposure, equivalent to R$1,279,416.

 IFRS  

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

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

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

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

 


 

 

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

The table below shows the sensitivity analysis made by the Company’s management, at September 30, 2011 and 2010, based on the scenarios described above:

Fuel:

 

 

 

 

 

 

 

 

 

 

 

 

Position as of September 30, 2011

 

Position as of September 30, 2010

Increase/(decrease) in fuel prices (percentage)

 

Effect on pretax income
(R$ million)

 

Effect on equity (R$ million)

 

Effect on pretax income
(R$ million)

 

Effect on equity (R$ million)

10

 

(74.0)

 

(23.9)

 

(58.3)

 

(27.2)

(10)

 

74.0

 

2.9

 

58.3

 

40.6

 

 

 

 

 

 

 

 

 

Foreign exchange - USD:

 

 

 

 

 

 

 

 

 

 

Position as of September 30, 2011

 

Position as of September 30, 2010

Appreciation/(depreciation) of USD/R$
(percentage)

 

Effect on pretax income
 (R$ million)

 

Effect on equity (R$ million)

 

Effect on pretax income
 (R$ million)

 

Effect on equity (R$ million)

10

 

(100.5)

 

(66.3)

 

(87.3)

 

(37.3)

(10)

 

100.5

 

66.3

 

87.3

 

28.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate - Libor:

 

 

 

 

 

 

 

 

 

Position as of September 30, 2011

 

Position as of September 30, 2010

Increase/(decrease) in Libor (percentage)

 

Effect on pretax income
(R$ million)

 

Effect on equity (R$ million)

 

Effect on pretax income
 (R$ million)

 

Effect on equity (R$ million)

10

 

(0.2)

 

9.1

 

(0.0)

 

(0.0)

(10)

 

0.2

 

(9.1)

 

0.0

 

0.0

 

 

 

 

 

 

 

 

 

 

The Company and its subsidiaries sensitivity to fuel price increased during the current period when compared to with the previous period, is due to the growth in fuel consumption.

The sensitivity to the US dollar increased compared to the effect on income and on equity, due to the increase in US dollar-denominated expenses.

Regarding the Libor rate, the sensitivity increased compared to the effect on equity, due to the increase in notional amount of hedges.

Measurement of the fair value of financial instruments

 

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

 


 

 

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

 

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

 

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

The following table states a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their related classifications of the valuation method, as of September 30, 2011:

Financial Instrument

 

Carrying amount

 

Other Significant Observable Factors

(Level 2))

 

 

 

 

 

Cash equivalents

 

1,140,491

 

1,140,491

Short-term investments

 

718,019

 

718,019

Restricted cash

 

166,737

 

166,737

Gains on derivative transactions (assets)

 

297

 

297

Loss on derivate transactions (liabilities)

 

186,637

 

186,637

 

 

28. Non-cash Transactions

 

During the nine-months period ended September 30, 2011, the Company and its subsidiaries increased its property, plant and equipment under capital leases in the amount of R$298,066 and bought back shares through financing, in the amount of R$23,205, these transactions did not affect its cash position in the period.

 

During nine-months period ended September 30, 2010, the Company held transactions not affecting its cash from investing activities and financing, and therefore, these transactions were not reflected in the statements of cash flow.

 

During the nine-month period ended September 30, 2010, the Company and its subsidiaries made advances for acquisition of aircrafts in the amount of R$ 58,426 and write-offs in the amount of R$195,749 recorded as property, plant and equipment directly financed by loans.

 

29. Insurance

 

As of September 30, 2011, the insurance coverage by nature, considering the aircraft fleet, and related to the maximum reimbursable amounts indicated in U.S. Dollars, is as follows:

 

Aeronautical Type

Reais

 

Dollar

Guarantee – Hull/War

8,199,561

 

4,421,679

Civil Liability per event/aircraft

3,245,200

 

1,750,000

Inventories (base and transit)

231,800

 

125,000

 


 

 

Pursuant to Law 10744, of October 9, 2003, the Brazilian government assumed the commitment to complement any civil liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which VRG may be required to pay, for amounts exceeding the limit of the insurance policies effective beginning September 10, 2001, limited to the amount in Brazilian reais equivalent to one billion U.S. Dollars.

 

30. Events after the Reporting Period

 

Acquisition of Webjet Linhas Aéreas S.A.

 

a)      On October 3, 2011, the subsidiary VRG acquired the total share capital of Webjet at the adjusted price of R$ 70,000, subject to change after the due diligence process to be held within 55 days from the closing date of the transaction.

 

In this case, the amount originally deposited:

 

(i)       R$ 63 million was paid to the former controlling shareholders of Webjet;

(ii)     R$ 7 million was retained in the restricted account as agreement guarantee, and

(iii)   R$ 26 million was reversed to the Company related to the purchase price adjustments

 

Webjet is an airline company based in Rio de Janeiro city, which provides regular passenger air transportation services, and has a fleet of twenty-four aircraft Boeing 737-300, with operations in 16 cities in Brazil and making approximately 1,000 weekly flights.

 

On October 27, 2011, CADE, VRG and Webjet signed the Agreement of Preservation to Reversibility of Operation ("APRO") for the acquisition of 100% (one hundred percent) of the capital of Webjet, which resulted from a negotiation between the companies and CADE and aims to ensure the reversibility of the operation and preservation of assets until CADE issues a final decision, through actions aimed to preserve market conditions during the evaluation of competitive effects of the operation.

 

The agreement ensures the independence in the management of both companies including those related to the Company’s frequent flyer program "Smiles". Without reducing the capacity of Webjet, the agreement foresees the sharing of flights between the companies in order to optimize the route network and increase the options for customers.

 

Both companies will continue operating as separate units until the final approval by the Administrative Council of Economic Defense (CADE).

 

b)      On January 9, 2012 the Company filed, with the judiciary, the withdrawal of the legal proceedings in which it questions PIS and COFINS tax rate. The withdrawal and authorization for the conversion of escrow deposits in favor of public finance are under consideration by Judicial Court.

 


 

 

c)      On February 3, 2012 the Company informed its shareholders and the market that ended on January 26, 2012 the period for exercising the preemptive right to subscribe for shares to be issued due to increased capital of the Company approved by its Board of Directors meeting held on December 21, 2011. From this operation, 5,120,974 preferred shares (five million, one hundred twenty thousand, nine hundred seventy four) remained unsubscribed ("Surplus") out of 6,825,470 (six million, eight hundred twenty-five thousand, four hundred seventy) common shares and 6,619,765 (six million, six hundred and nineteen thousand, seven hundred and sixty-five) preferred shares issued. To the shareholders, including holders of ADRs and the assignees of the subscription rights of the shares, that have expressed their interest in reserving the Surplus in their respective application forms, had a period of five (5) working days from 06 February 2012 inclusive, being his final term on February 10, 2012, inclusive ("Subscription Period of Surplus") to subscribe the Surplus. The subscription price of the Surplus will be R$22.00 (twenty-two reais) per share, payable in cash in local currency, at the time of subscription.

 

d)     On March 15, 2012, the Company obtained a waiver of anticipated maturity and/or application of any penalty on noncompliance of its covenants clauses. This was deliberated during General Meeting of Debenture Holders of the fourth and fifth issues of debentures. As a result of this waiver, on March 26, 2012 (the balance reporting date), the Company is complying its obligations in relation to the debentures.

 

e)      On March 16, 2012, the Board of Directors, approved a new model for the Stock Option Plan of the Company which is being prepared.

 

 

 

 


 

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

REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS

To the Board of Directors and Shareholders of

Gol Linhas Aéreas Inteligentes S.A.

São Paulo - SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. and its subsidiaries, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2011, which comprises the balance sheet as of September 30, 2011 and the related income statement and statement of comprehensive income for the quarter and nine-month period then ended and statement of changes in equity and statement of cash flows for the nine-month period then ended, including the explanatory notes.

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

Scope of review

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

Conclusion on the individual interim financial information

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

 

Conclusion on the consolidated interim financial information

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

 


 

Notes to the Consolidated Interim Financial Information

 

Other matters

Interim statements of value added

We also have reviewed the individual and consolidated interim statements of value added (“DVA”), for the nine-month period ended September 30, 2011, prepared under the responsibility of its Management, the presentation of which is required by the standards issued by CVM, applicable to the preparation of Interim Financial Information (ITR), and is considered as supplemental information for International Financial Reporting Standards - IFRS that do not require the presentation of DVA. These statements were subject to the same review procedures described above and, based on our review, nothing has come to our attention that causes us to believe that they are not prepared, in all material respects, in relation to the individual and consolidated interim financial information taken as a whole.

Restatement of interim financial statements

As described in note 2.2, the Company decided to restate the interim financial statements, relating to the three and nine-month periods ended September 30, 2011, originally dated November 11, 2011.  The purpose of the restatement is to adjust the opening retained earnings balance as of January 1, 2011, by the amounts originally recognized in the income statement for the three-month period ended March 31, 2011. The adjustment was identified after the Company concluded the implementation of a complementary revenue recognition system.  The opening retained earnings as of January 1, 2011 was adjusted in accordance with paragraph 44 of CVM Deliberation 592, issued on September 15, 2009, due to certain system limitations that prevent the Company from allocating this error to the appropriate periods. The impacts are presented in the above mentioned note.

Convenience translation

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

São Paulo, March 26, 2012

DELOITTE TOUCHE TOHMATSU

José Domingos do Prado

Auditores Independentes

Engagement Partner

 

 

 

SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: May 25, 2012
 
GOL LINHAS AÉREAS INTELIGENTES S.A.
By:

/S/ Leonardo Porciúncula Gomes Pereira


 
Name: Leonardo Porciúncula Gomes Pereira
Title:    Executive Vice-President and Chief Financial Officer
 

 

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.