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___
Quarterly Information |
|
GOL Linhas Aéreas Inteligentes S.A. |
|
March 31, 2007 |
GOL LINHAS AÉREAS INTELIGENTES S.A.
QUARTERLY INFORMATION
March 31, 2007
Index
Special Review Report |
3 |
Quarterly Information - ITR
Balance Sheets |
4 |
Statements of Income |
6 |
Statements of Changes in Shareholders Equity |
7 |
Statements of Changes in Financial Position |
8 |
Notes to the Quarterly Information - ITR |
9 |
SPECIAL REVIEW REPORT
The Management and Shareholders
Gol Linhas Aéreas Inteligentes S.A.
1. |
We have performed a special review of the quarterly financial information (ITR) of Gol Linhas Aéreas Inteligentes S.A. (the Company) and subsidiaries for the quarters ended March 31, 2007 and 2006, including the balance sheets of the Company and consolidated, the related statements of income, the report on performance and significant information, prepared in accordance with the accounting practices adopted in Brazil. |
2. |
We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the Companys accounting, financial and operating areas as to the criteria adopted in preparing the quarterly financial information, and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company. |
3. |
Based on our special review, we are not aware of any material modifications that should be made to the quarterly financial information (ITR) referred to above for it to be in conformity with the accounting practices adopted in Brazil and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory quarterly financial information. |
4. |
Our reviews were conducted with the objective of issuing a report on the special review of the quarterly financial information (ITR) referred to above. The statements of cash flows and added value for the quarters ended March 31, 2007 and 2006, prepared in accordance with the accounting practices adopted in Brazil, presented to provide additional information about the Company and its subsidiaries, are not required components of the quarterly financial information. The statements of cash flows and added value were submitted to the review procedures described in paragraph two above and, in our opinion, are fairly presented, in all material respects, in relation to the overall quarterly financial information. |
5. |
The accounting practices adopted in Brazil differ, in certain significant aspects, from generally accepted accounting principles in the USA. Information related to the nature and the effect of these differences is presented in Note 2 to the quarterly financial information (ITR). |
São Paulo, April 19, 2007.
ERNST & YOUNG
Auditores Independentes S.S.
CRC-2SP015199/O-1
Maria Helena Pettersson
Accountant CRC-1SP119891/O-0
3
GOL LINHAS AÉREAS INTELIGENTES S.A.
BALANCE SHEETS (NOT AUDITED)
March 31, 2006 and December 31, 2006
(In thousands of reais)
|
|
|
Parent Company |
|
Consolidated | ||||
|
Note |
|
03.31.2007 |
|
12.31.2006 |
|
03.31.2007 |
|
12.31.2006 |
ASSETS |
|
|
|
|
|
|
| ||
Current assets |
|||||||||
Cash and cash equivalents |
3 | 166,561 | 136,332 | 982,540 | 699,990 | ||||
Short-term investments |
3 | 346,051 | 473,166 | 979,777 | 1,006,356 | ||||
Accounts receivable |
4 | - | - | 645,417 | 659,306 | ||||
Deferred taxes and carryforwards |
5 | 25,429 | 13,467 | 70,776 | 73,451 | ||||
Inventories |
6 | - | - | 123,262 | 75,165 | ||||
Prepaid expenses |
244 | 464 | 71,377 | 64,496 | |||||
Dividends receivable |
149,300 | 173,372 | - | - | |||||
Credits with leasing companies |
170,838 | 86,047 | 187,494 | 87,448 | |||||
Other credits |
|
|
- |
|
265 |
|
10,066 |
|
58,369 |
Total current assets |
858,423 | 883,113 | 3,070,709 | 2,724,581 | |||||
|
|||||||||
Non-current assets |
|||||||||
Long-term assets |
|||||||||
Deposits for aircraft leasing contracts |
- | - | 33,963 | 40,787 | |||||
Deferred taxes and carryforwards |
5 | - | - | 21,723 | 23,466 | ||||
Credits with leasing companies |
45,277 | 130,068 | 45,277 | 145,593 | |||||
Judicial deposits and others |
|
|
382 |
|
- |
|
37,379 |
|
34,816 |
Total long-term assets |
45,659 | 130,068 | 138,342 | 244,662 | |||||
|
|||||||||
Permanent assets |
|||||||||
Investments |
7 | 1,314,975 | 1,179,229 | 2,228 | 2,281 | ||||
Property, plant and equipment (include advances for aircraft acquisition of
|
8 | - | - | 944,476 | 795,430 | ||||
Deferred |
|
|
274 |
|
- |
|
18,828 |
|
13,214 |
Total permanent assets |
|
|
1,315,249 |
|
1,179,229 |
|
965,532 |
|
810,925 |
Total non-current assets |
|
|
1,360,908 |
|
1,309,297 |
|
1,103,874 |
|
1,055,587 |
|
|||||||||
Total assets |
|
|
2,219,331 |
|
2,192,410 |
|
4,174,583 |
|
3,780,168 |
4
GOL LINHAS AÉREAS INTELIGENTES S.A.
BALANCE SHEETS (UNAUDITED)
March 31, 2006 and December 31, 2006
(In thousands of reais)
|
|
|
Parent Company |
|
Consolidated | ||||
|
Note |
|
03.31.2007 |
|
12.31.2006 |
|
03.31.2007 |
|
12.31.2006 |
LIABILITIES |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
Short-term borrowings |
9 |
|
- |
|
185 |
|
106,082 |
|
124,110 |
Suppliers |
|
|
- |
|
- |
|
203,522 |
|
140,688 |
Payroll and related charges |
|
|
- |
|
- |
|
81,589 |
|
64,954 |
Tax obligations |
|
|
12,792 |
|
44,478 |
|
60,403 |
|
100,177 |
Landing fees and duties |
|
|
- |
|
- |
|
45,851 |
|
39,217 |
Air traffic liability |
|
|
- |
|
- |
|
243,884 |
|
335,268 |
Dividends and interest on shareholders equity |
12b |
|
72,537 |
|
42,961 |
|
72,537 |
|
42,961 |
Employee profit sharing |
|
|
- |
|
- |
|
22,867 |
|
22,867 |
Other liabilities |
|
|
39,664 |
|
36,827 |
|
53,288 |
|
85,273 |
Total current liabilities |
|
|
124,993 |
|
124,451 |
|
890,023 |
|
955,515 |
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
Long-term borrowings |
9 |
|
- |
|
- |
|
1,158,080 |
|
726,981 |
Provision for contingencies and others |
10 |
|
- |
|
- |
|
32,142 |
|
29,713 |
Total non-current liabilities |
|
|
- |
|
- |
|
1,190,222 |
|
756,694 |
|
|
|
|
|
|
|
|
|
|
Shareholders equity |
|
|
|
|
|
|
|
|
|
Capital stock |
|
|
993,869 |
|
993,654 |
|
993,869 |
|
993,654 |
Capital reserves |
|
|
89,556 |
|
89,556 |
|
89,556 |
|
89,556 |
Profit reserves |
|
|
1,006,933 |
|
989,071 |
|
1,006,933 |
|
989,071 |
Total comprehensive income, net of taxes |
|
|
3,980 |
|
(4,322) |
|
3,980 |
|
(4,322) |
Total shareholders equity |
|
|
2,094,338 |
|
2,067,959 |
|
2,094,338 |
|
2,067,959 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
|
2,219,331 |
|
2,192,410 |
|
4,174,583 |
|
3,780,168 |
See accompanying notes to the financial statements.
5
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF INCOME (UNAUDITED)
Periods ended March 31, 2007 and 2006
(In thousands of reais, except per share profit)
|
|
|
Parent Company |
|
Consolidated | ||||
|
Nota |
|
03.31.2007 |
|
03.31.2006 |
|
03.31.2007 |
|
03.31.2006 |
Gross operating revenue |
|
|
|
|
|
|
|
|
|
Passenger |
|
|
- |
|
- |
|
1,012,121 |
|
862,391 |
Cargo |
|
|
- |
|
- |
|
34,023 |
|
22,754 |
Others |
|
|
- |
|
- |
|
34,372 |
|
11,704 |
|
|
|
- |
|
- |
|
1,080,516 |
|
896,849 |
Income taxes and contributions |
|
|
- |
|
- |
|
(39,244) |
|
(33,833) |
Net operating revenues |
|
|
- |
|
- |
|
1,041,272 |
|
863,016 |
|
|
|
|
|
|
|
|
|
|
Cost of services rendered |
13 |
|
- |
|
- |
|
(827,503) |
|
(544,609) |
Gross profit |
|
|
- |
|
- |
|
213,769 |
|
318,407 |
|
|
|
|
|
|
|
|
|
|
Operating expenses (income) |
|
|
|
|
|
|
|
|
|
Commercial expenses |
13 |
|
- |
|
- |
|
(76,555) |
|
(99,330) |
Administrative expenses |
13 |
|
(2,434) |
|
(1,747) |
|
(49,824) |
|
(24,199) |
Interest expenses |
14 |
|
(51,753) |
|
(37,134) |
|
(103,060) |
|
(56,271) |
Interest income |
14 |
|
39,159 |
|
9,968 |
|
103,960 |
|
45,675 |
Others revenue |
|
|
- |
|
- |
|
133 |
|
- |
|
|
|
(15,028) |
|
(28,913) |
|
(125,346) |
|
(134,125) |
|
|
|
|
|
|
|
|
|
|
Results of equity interest |
|
|
|
|
|
|
|
|
|
Equity accounting |
|
|
75,471 |
|
144,488 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
Income before income tax and social contribution |
|
|
60,443 |
|
115,575 |
|
88,423 |
|
184,282 |
|
|
|
|
|
|
|
|
|
|
Income tax and social contribution |
5 |
|
(2,473) |
|
9,712 |
|
(30,453) |
|
(58,995) |
|
|
|
|
|
|
|
|
|
|
Income before reversal of interest on shareholder´s equity |
|
|
57,970 |
|
125,287 |
|
57,970 |
|
125,287 |
|
|
|
|
|
|
|
|
|
|
Reversal of interest on shareholders equity |
14 |
|
33,608 |
|
35,391 |
|
33,608 |
|
35,391 |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
91,578 |
|
160,678 |
|
91,578 |
|
160,678 |
|
|
|
|
|
|
|
|
|
|
Number of outstanding shares on the balance sheet date |
|
|
196,212,289 |
|
195,972,633 |
|
196,212,289 |
|
195,972,633 |
|
|
|
|
|
|
|
|
|
|
Earnings per share (R$) |
|
|
0.47 |
|
0.82 |
|
0.47 |
|
0.82 |
See accompanying notes to the financial statements.
6
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
March 31, 2006 and December 31, 2005
(In thousands of reais)
|
Capital Stock |
|
Capital reserves |
|
Profit reserves |
|
|
|
|
|
| ||||||
|
Sbuscribed capital |
|
Unrealized capital |
|
Tax incentives |
|
Subsidiarys special goodwill reserve |
|
Legal reserve |
|
Reinvestment reserve |
|
Accumulated other comprehensive income |
|
Retained earnings |
|
Total |
Balance on December 31, 2005 |
992,943 |
|
(1,739) |
|
60,369 |
|
29,187 |
|
33,215 |
|
452,529 |
|
6,411 |
|
- |
|
1,572,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized capital increase |
711 |
|
1,739 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
2,450 |
Total comprehensive income, net of taxes |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(10,733) |
|
- |
|
(10,733) |
Net income for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
684,472 |
|
684,472 |
Proposed profit allocation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve constitution |
- |
|
- |
|
- |
|
- |
|
34,224 |
|
- |
|
- |
|
(34,224) |
|
- |
Dividends and interest on own capital |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(181,145) |
|
(181,145) |
Reinvestment reserve |
- |
|
- |
|
- |
|
- |
|
- |
|
469,103 |
|
- |
|
(469,103) |
|
- |
Balance on December 31, 2006 |
993,654 |
|
- |
|
60,369 |
|
29,187 |
|
67,439 |
|
921,632 |
|
(4,322) |
|
- |
|
2,067,959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized capital increase |
215 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
215 |
Total comprehensive income, net of taxes |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
8,302 |
|
- |
|
8,302 |
Net income for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
91,578 |
|
91,578 |
Proposed profit allocation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve constitution |
- |
|
- |
|
- |
|
- |
|
4,579 |
|
- |
|
- |
|
(4,579) |
|
- |
Dividends and interest on own capital |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(73,716) |
|
(73,716) |
Balances at March 31, 2007 (unaudited) |
993,869 |
|
- |
|
60,369 |
|
29,187 |
|
72,018 |
|
921,632 |
|
3,980 |
|
13,283 |
|
2,094,338 |
See accompanying notes to the financial statements.
7
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF CHANGES IN FINANCIAL POSITION
(UNAUDITED)
Periods ended March 31, 2007 and 2006
(In thousands of reais)
|
|
|
Parent Company |
|
Consolidated | ||||
|
Note |
|
03.31.2007 |
|
03.31.2006 |
|
03.31.2007 |
|
03.31.2006 |
FINANCIAL RESOURCES |
|
|
|
|
|
|
|
|
|
Resources generated by (used on) operations |
|
|
|
|
|
|
|
|
|
Net income for the period |
|
|
91,578 |
|
160,678 |
|
91,578 |
|
160,678 |
From operations: |
|
|
|
|
|
|
|
|
|
Items that not affection working capital: |
|
|
|
|
|
|
|
|
|
Equity accounting |
|
|
(75,471) |
|
(144,488) |
|
- |
|
- |
Depreciation and amortization |
13 |
|
- |
|
- |
|
19,593 |
|
12,395 |
Deferred taxes |
5 |
|
(2,473) |
|
(9,712) |
|
(1,823) |
|
(16,675) |
|
|
|
13,634 |
|
6,478 |
|
109,348 |
|
156,398 |
From shareholders: |
|
|
|
|
|
|
|
|
|
Capital increase |
|
|
215 |
|
1,739 |
|
215 |
|
1,739 |
|
|
|
215 |
|
1,739 |
|
215 |
|
1,739 |
From third-parties: |
|
|
|
|
|
|
|
|
|
Decrease in non-current assets |
|
|
86,608 |
|
- |
|
102,529 |
|
- |
Increase in non-current liabilities |
|
|
- |
|
- |
|
433,528 |
|
- |
Decrease in investments |
|
|
- |
|
- |
|
53 |
|
- |
Total comprehensive income, net of taxes |
|
|
8,302 |
|
2,258 |
|
8,302 |
|
2,258 |
Total sources |
|
|
108,759 |
|
10,475 |
|
653,975 |
|
160,395 |
|
|
|
|
|
|
|
|
|
|
USE OF RESOURCES |
|
|
|
|
|
|
|
|
|
In operations: |
|
|
|
|
|
|
|
|
|
Proposed dividends and interest on shareholders equity |
12b |
|
73,716 |
|
43,470 |
|
73,716 |
|
43,470 |
Investments in subsidiaries |
|
|
60,275 |
|
27,276 |
|
- |
|
- |
Acquisition of property, plant and equipment, including pre-delivery deposits |
|
|
- |
|
- |
|
168,639 |
|
101,498 |
Decrease in non-current liabilities |
|
|
- |
|
- |
|
- |
|
4,581 |
Investments in others non-current assets |
|
|
- |
|
54 |
|
- |
|
3,795 |
Total investments |
|
|
133,991 |
|
70,800 |
|
242,355 |
|
153,344 |
Increase in net working capital |
|
|
(25,232) |
|
(60,325) |
|
411,620 |
|
7,051 |
|
|
|
|
|
|
|
|
|
|
Change in net working capital |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
At end of the period |
|
|
858,423 |
|
591,453 |
|
3,070,709 |
|
1,609,662 |
At beginning of the period |
|
|
883,113 |
|
608,447 |
|
2,724,581 |
|
1,546,707 |
|
|
|
(24,690) |
|
(16,994) |
|
346,128 |
|
62,955 |
Current liabilities: |
|
|
|
|
|
|
|
|
|
At end of the period |
|
|
124,993 |
|
162,635 |
|
890,023 |
|
709,430 |
At beginning of the period |
|
|
124,451 |
|
119,304 |
|
955,515 |
|
653,526 |
|
|
|
542 |
|
43,331 |
|
(65,492) |
|
55,904 |
Increase in net working capital |
|
|
(25,232) |
|
(60,325) |
|
411,620 |
|
7,051 |
See accompanying notes to the financial statements.
8
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
|
1. |
Business Overview |
Gol Linhas Aéreas Inteligentes S.A. (Company or GLAI) is the parent company of Gol Transportes Aéreos S.A. (GOL), a low-cost low-fare airline company based in Brazil, which provides regular air transportation services among Brazilian cities and also for cities in Argentina, Bolivia, Paraguay, Uruguay, Chile and Peru. The Companys strategy is to grow and increase results of its businesses, popularizing and stimulating demand for safe air transportation in South America for business and leisure passengers, keeping its costs among the lowest in the industry world wide. The Companys fleet, simplified and with a single class of services, ranks among the sectors newest and most modern, with low operating costs and high utilization and efficiency levels.
At March 31, 2007 it operated a 67-aircraft fleet, comprised of 23 Boeing 737-800, 30 Boeing 737-700 and 14 Boeing 737-300. During the first quarter of 2006, the Company inaugurated one new destination, increasing served destinations to 56 (48 in Brazil, 3 in Argentina, 1 in Bolivia, 1 in Paraguay , 1 in Uruguay, 1 in Chile and 1 in Peru).
At March 31, 2007 and December 31, 2006, the Companys share ownership structure is as follows:
|
Common |
Preferred |
Total |
Fundo de Investimento ASAS |
100.00% |
35.79% |
71.00% |
Others |
- |
3.04% |
1.37% |
Market |
- |
61.17% |
27.63% |
|
100.00% |
100.00% |
100.00% |
On March 28, 2007, the Company through GTI S.A., a wholly-owned subsidiary of Gol Linhas Aéreas Inteligentes, concluded an agreement for the acquisition, , of the total share capital of VRG Linhas Aéreas S.A. (VRG, airline that operates the VARIG brand) from VarigLog and Volo, the controlling shareholders of VRG. The total consideration for the shares of VRG is approximately US$ 275 million, consisting of US$ 98 million of cash and 6,049,185, non-voting (PN) shares issued by the Company, with various sale restrictions for up to 30 months. The Company also assumed R$ 100 million (US$ 48 million) of debentures issued by VRG. VRG will be acquired by GTI S.A., a wholly-owned subsidiary of Gol Linhas Aéreas Inteligentes. On March 28, 2007, the Company increased the capital of GTI S.A. in the amount of R$62,148 (US$30,000) corresponding to 62,148,000 ordinary and preferred shares subscribed on October 26, 2004 at the price of R$ 1.00 per share as part of the payment to VarigLog and Volo. This agreement is conditioned to the approval from the Nacional Civil Aviation Agency (ANAC) and the Brazilian Antitrust Agency (CADE). See Note 19.
9
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
2. |
Basis of Preparation and Presentation of the Financial Statements |
The consolidated Quarterly Information were prepared in accordance with the generally accepted accounting principles in Brazil and the provisions contained in the Brazilian Corporation Law, in the Chart of Accounts prepared by the Civil Aviation Department DAC and the supplementary rules of the Brazilian Securities and Exchange Commission CVM, consistently applied to the financial statements for the year ended December 31, 2006.
The accounting practices adopted in Brazil differ from accounting principles generally accepted in the United States USGAAP applicable to the air transport segment, mainly in respect with the allocation of maintenance expenses to the result. At March 31, 2007, the consolidated net income for the period, in accordance with accounting practices adopted in Brazil (BRGAAP), was R$ 25,004 lower (R$115,335 higher on December 31, 2006) due to this difference and the respective tax effects and also to the full recognition of the gains on sale and leaseback transactions, in comparison with net income under USGAAP. At the same date, consolidated shareholders equity presented in the Companys financial statements as per Brazilian Corporation Law was R$ 165,014 lower (R$ 137,199 on December 31, 2006) lower due to the differences mentioned above, also as the result of the accrual in USGAAP financial statements of net proceeds received through issuing shares and accounting for stock options granted to executives and employees. There are also other differences in the classification of assets, liabilities and income items. The Company discloses significant information on transactions in a consistent way in the corporate financial statements as per Brazilian Corporation Law and in accordance with USGAAP.
The Quarterly Information includes in the appendix I, as supplementary information, the statement of cash flow prepared by the indirect method, from accounting records, based on the guidelines of IBRACON Brazilian Institute of Independent Auditors. Management considers this information material to the market.
The Company has adopted the Level 2 Differentiated Corporate Governance Practices with the São Paulo Stock Exchange BOVESPA, starting to integrate indices of Shares with Differentiated Corporate Governance IGC, Shares with Differentiated Tag Along ITAG and Corporate Sustainability ISE, created to differ companies committed to adopting differentiated corporate governance practices. The Companys Quarterly Information comprise the additional requirements of BOVESPA Novo Mercado.
10
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
2. |
Basis of Preparation and Presentation of the Financial Statements Continued |
The Quarterly Information includes the accounts of Gol Linhas Aéreas Inteligentes S.A. and its controlled enterprises Gol Transportes Aéreos S.A., GAC Inc., Gol Finance and GTI S.A.. The consolidation process of patrimonial and result accounts consolidation consists in summing horizontally the balances of the assets, liabilities, revenues and expenses accounts, according to their nature, added to the elimination of the parent companys participation in the equity.
3. |
Cash and Cash Equivalents and short-term investments |
|
Parent Company |
|
Consolidated | ||||
|
03.31.2007 |
|
12.31.2006 |
|
03.31.2007 |
|
12.31.2006 |
Cash and cash equivalents |
|
|
|
|
|
|
|
Cash and banks |
1,469 |
|
2,388 |
|
73,477 |
|
66,875 |
Financial Investments |
165,092 |
|
133,944 |
|
909,063 |
|
633,115 |
|
166,561 |
|
136,332 |
|
982,540 |
|
699,990 |
|
|
|
|
|
|
|
|
Short-term investments |
|
|
|
|
|
|
|
Government securities |
154,782 |
|
289,373 |
|
230,264 |
|
449,374 |
Bank Deposits Certificates CDB |
191,269 |
|
183,793 |
|
206,065 |
|
207,057 |
Debentures |
- |
|
- |
|
543,448 |
|
349,925 |
|
346,051 |
|
473,166 |
|
979,777 |
|
1,006,356 |
Total of cash and short-term investments |
512,612 |
|
609,498 |
|
1,962,317 |
|
1,706,346 |
The Company holds 100% of exclusive investment fund quotas, constituted as mutual fund with indefinite term and with tax neutrality, resulting in benefits to their quota holders. Investments in investment funds have a daily liquidity. The exclusive fund portfolio management is carried out by external managers who follow the investment policies established by the Company. Based on the financial statements of the exclusive funds, prepared according to the rules of the Central Bank of Brasil BACEN, these investments are classified as securities for trading, appraised at market value, whose earnings are reflected in financial revenues.
Financial investments in CDB (Bank Deposit Certificate) have an average remuneration, net of taxes, of approximately 1.01% per month, based on the CDI (Interbank Deposit Certificate) variation, and may be redeemed at any time without loss of the recognized revenue.
Fixed income investments overseas, held by GAC Inc., refer to securities issued by international banks (time deposits and swaps) that conjunctly bear interest of approximately 0.94% per month, government securities issued by the Austrian Government held by Gol Transportes Aéreos S.A. that earn interest, net of taxes, of 0.82% per month and government securities issued by the U.S. Government (T-Bills).
11
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
3. Cash and Cash Equivalents and short-term investments Continued
Investment funds take part in operations comprising financial derivative instruments that aim to manage the Companys exposure to market risks and foreign exchange rates. The value of financial investments linked to guarantees of these instruments was R$ 15,148 as of March 31, 2007. Information concerning risk management policies and the positions of open derivative financial instruments are detailed in Note 17.
4. |
Accounts receivable |
|
Consolidated | ||
|
03.31.2007 |
|
12.31.2006 |
|
|
|
|
Credit Cards Administrators |
502,393 |
|
540,800 |
Travel Agencies |
86,997 |
|
74,522 |
Cargo Agencies |
9,068 |
|
10,386 |
Other |
60,442 |
|
43,964 |
|
658,900 |
|
669,672 |
Allowance for doubtful accounts |
(13,483) |
|
(10,366) |
|
645,417 |
|
659,306 |
The variation in the allowance for doubtful accounts is as follows:
|
Consolidated | ||
|
03.31.2007 |
|
12.31.2006 |
|
|
|
|
Balances in the beginning of the period |
10,366 |
|
4,890 |
Additions |
3,823 |
|
8,037 |
Recoveries |
706 |
|
(2,561) |
Final balances of the period |
13,483 |
|
10,366 |
The ageing of the accounts receivable is as follows:
|
Consolidated | ||
|
03.31.2007 |
|
12.31.2006 |
|
|
|
|
Not past-due |
640,112 |
|
656,682 |
Past-due for less than 30 days |
2,737 |
|
1,762 |
Past-due for 31 to 60 days |
1,906 |
|
1,064 |
Past-due for 61 to 90 days |
1,895 |
|
382 |
Past-due for 91 to 180 days |
2,674 |
|
1,287 |
Past-due for 181 to 360 days |
2,950 |
|
3,675 |
Past-due for more than 360 days |
6,626 |
|
4,820 |
|
658,900 |
|
669,672 |
12
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
5. |
Deferred Taxes and Carryforwards, Short and Long-Term and Income Tax and Social Contribution |
|
Parent Company |
|
Consolidated | ||||
|
03.31.2007 |
|
12.31.2006 |
|
03.31.2007 |
|
12.31.2006 |
Carryforwards |
|
|
|
|
|
|
|
PIS and Cofins credits |
26 |
|
26 |
|
1,105 |
|
1,349 |
Prepayment of IRPJ and CSSL |
7,014 |
|
5,799 |
|
33,560 |
|
37,500 |
IRRF on financial investments |
- |
|
- |
|
846 |
|
9,386 |
Other |
2,633 |
|
424 |
|
13,671 |
|
12,161 |
|
9,673 |
|
6,249 |
|
49,182 |
|
60,396 |
Deferred income tax and social contribution tax |
|
|
|
|
|
|
|
Accumulated tax losses and social contribution negative basis |
15,756 |
|
7,218 |
|
15,756 |
|
7,218 |
Tax credits arising from incorporation (note 11b) |
- |
|
- |
|
12,161 |
|
13,621 |
Temporary differences |
- |
|
- |
|
15,400 |
|
15,682 |
|
15,756 |
|
7,218 |
|
43,317 |
|
36,521 |
|
25,429 |
|
13,467 |
|
92,499 |
|
96,917 |
Short-term |
(25,429) |
|
(13,467) |
|
(70,776) |
|
(73,451) |
|
- |
|
- |
|
21,723 |
|
23,466 |
Tax credits resulting from accumulated deficit and social contribution negative basis were recorded based on the expectation of the generation of future taxable income observing legal limitations. As further detailed, the forecast of the generation of future taxable income indicates the existence of taxable income in sufficient amount to realize the tax credits, and are supported by the Companys business plans, approved by the Board of Directors:
|
2008 |
|
2009 |
|
2010 |
|
Total |
Forecasted realization |
21,594 |
|
21,237 |
|
486 |
|
43,317 |
The reconciliation of income tax and social contribution expenses, calculated by applying combined statutory tax rates and the amounts presented in the result, is set forth below:
13
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
5. |
Deferred Taxes and Carryforwards, Short and Long-Term and Income Tax and Social Contribution Continued |
|
Parent Company |
|
Consolidated | ||||
Descrição |
03.31.2007 |
|
12.31.2006 |
|
03.31.2007 |
|
12.31.2006 |
|
|
|
|
|
|
|
|
Income before income tax and social contribution |
60,443 |
|
115,575 |
|
88,423 |
|
184,282 |
|
|
|
|
|
|
|
|
Combined tax rate |
34.0% |
|
34.0% |
|
34.0% |
|
34.0% |
Income tax and social contribution based on the combined tax rate |
20,551 |
|
39,296 |
|
30,064 |
|
62,656 |
Other permanent differences |
(18,078) |
|
(49,008) |
|
389 |
|
(3,661) |
Income tax and social contribution debited to the result |
2,473 |
|
(9,712) |
|
30,453 |
|
58,995 |
|
|
|
|
|
|
|
|
Effective rate |
- |
|
- |
|
34.4% |
|
32.0% |
|
|
|
|
|
|
|
|
Current income tax and social contribution |
- |
|
- |
|
28,630 |
|
75,670 |
Deferred income tax and social contribution |
2,473 |
|
(9,712) |
|
1,823 |
|
(16,675) |
|
2,473 |
|
(9,712) |
|
30,453 |
|
58,995 |
6. |
Inventories |
|
Consolidated | ||
|
03.31.2007 |
|
12.31.2006 |
|
|
|
|
Consumable material |
4,913 |
|
4,701 |
Parts and maintenance material |
65,523 |
|
45,763 |
Prepayment to suppliers |
32,127 |
|
20,024 |
Importing in process |
12,940 |
|
- |
Other |
7,759 |
|
4,677 |
|
123,262 |
|
75,165 |
7. |
Investments in Subsidiaries |
|
(a) |
Relevant information on subsidiaries: |
Subsidiaries |
Total owned shares |
Participation % |
Capital stock |
Equity |
Net income of subsidiaries |
|
|
|
|
|
|
Gol Transportes Aéreos S.A. |
451,072,643 |
100 |
526,489 |
749,553 |
51,945 |
GTI S.A. |
62,148 |
100 |
62,148 |
62,148 |
- |
Gol Finance |
50,000 |
100 |
109 |
(4,255) |
(1,429) |
GAC Inc. |
50,000 |
100 |
109 |
104,826 |
28,992 |
14
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
7. |
Investments in Subsidiaries Continued |
|
(b) |
Turnover of investments: |
|
Gol Transportes Aéreos S.A. |
GAC Inc. |
Gol Finance |
GTI S.A. |
Total of Investments |
Balance at December 31, 2006 |
700,692 |
478,537 |
(2,826) |
- |
1,176,403 |
Capital increase |
- |
- |
- |
62,148 |
62,148 |
Equity accounting |
51,945 |
28,992 |
(1,429) |
- |
79,508 |
Unrealized hedge results |
8,302 |
- |
- |
- |
8,302 |
Dividends paid |
(11,386) |
- |
- |
- |
(11,386) |
Balance at March 31, 2007 |
749,553 |
507,529 |
(4,255) |
62,148 |
1,314,975 |
On July 27, 2004 the Company constituted GTI S.A., a subsidiary whose objects for which it is estabilished is the asset administration and participation in other companies. On March 30, 2007, the Company has increased the capital in GTI S.A. in R$ 62,148 to meet the obligations relating to the acquisition of VRG S.A. assumed by GTI S.A..
8. |
Property, Plant and Equipment |
|
|
|
03.31.2007 |
|
12.31.2006 | ||||
|
Depreciation rate |
|
Cost |
|
Accumulated depreciation |
|
Net value |
|
Net value |
Flight equipment |
|
|
|
|
|
|
|
|
|
Aircraft |
13% |
|
51,484 |
|
(18,760) |
|
32,724 |
|
26,664 |
Spare engines |
20% |
|
69,442 |
|
- |
|
69,442 |
|
69,441 |
Replacement part kits |
20% |
|
285,568 |
|
(111,270) |
|
174,298 |
|
150,333 |
Aircraft and safety equipment |
20% |
|
1,034 |
|
(282) |
|
752 |
|
760 |
Tools |
10% |
|
6,272 |
|
(691) |
|
5,581 |
|
4,330 |
|
|
|
413,800 |
|
(131,003) |
|
282,797 |
|
251,528 |
Property, plant and equipment in service |
|
|
|
|
|
|
|
|
|
Software licenses |
20% |
|
25,670 |
|
(11,103) |
|
14,567 |
|
15,103 |
Vehicles |
20% |
|
4,136 |
|
(1,509) |
|
2,627 |
|
2,084 |
Machinery and equipment |
10% |
|
12,723 |
|
(1,545) |
|
11,178 |
|
10,217 |
Furniture and fixtures |
10% |
|
9,234 |
|
(1,792) |
|
7,442 |
|
7,252 |
Computers and peripherals |
20% |
|
15,416 |
|
(5,429) |
|
9,987 |
|
8,728 |
Communication equipment |
10% |
|
1,547 |
|
(377) |
|
1,170 |
|
1,144 |
Facilities |
10% |
|
3,333 |
|
(473) |
|
2,860 |
|
2,678 |
Brand names and patents |
- |
|
37 |
|
- |
|
37 |
|
37 |
Maintenance Center |
7.27% |
|
36,609 |
|
(1,305) |
|
35,304 |
|
34,851 |
Leasehold improvements |
4% |
|
3,601 |
|
(2,346) |
|
1,255 |
|
1,641 |
Work in progress |
- |
|
20,435 |
|
- |
|
20,435 |
|
23,256 |
|
|
|
132,741 |
|
(25,879) |
|
106,862 |
|
106,991 |
|
|
|
546,541 |
|
(156,882) |
|
389,659 |
|
358,519 |
|
|
|
|
|
|
|
|
|
|
Advances for aircraft acquisition |
- |
|
554,817 |
|
- |
|
554,817 |
|
436,911 |
|
|
|
1,101,358 |
|
(156,882) |
|
944,476 |
|
795,430 |
15
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
8. |
Property, Plant and Equipment Continued |
Advances for aircraft acquisition refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of 75 Boeing 737-800 Next Generation (76 aircraft at December 31, 2006), as further explained in Note 16, and capitalized interest of R$ 34,405 are included (R$ 33,068 at December 31, 2006).
9. |
Loans and Financing |
|
Annual Interest rate |
|
Consolidated | ||
Current: |
|
03.31.2007 |
|
12.31.2006 | |
Brazilian Currency |
|
|
|
|
|
Working capital |
11.56% |
|
176,120 |
|
128,304 |
BNDES Loan |
9.60% |
|
10,884 |
|
9,648 |
|
|
|
187,004 |
|
137,952 |
Foreign Currency |
|
|
|
|
|
IFC Loan |
7.24% |
|
6,732 |
|
2,736 |
Interest on borrowings and financings |
|
|
9,786 |
|
- |
|
|
|
16,518 |
|
2,736 |
Total short-term borrowings and financings |
|
|
203,522 |
|
140,688 |
|
|
|
|
|
|
Long term: |
|
|
|
|
|
Brazilian Currency |
|
|
|
|
|
BNDES Loan |
9.60% |
|
61,449 |
|
54,626 |
|
|
|
|
|
|
Foreign Currency |
|
|
|
|
|
Bank Loans |
5.39% |
|
123,500 |
|
128,303 |
IFC Loan |
7.24% |
|
97,589 |
|
107,150 |
|
|
|
282,538 |
|
290,079 |
|
|
|
|
|
|
Senior notes |
7.50% |
|
463,522 |
|
- |
Perpetual notes |
8.75% |
|
412,020 |
|
436,902 |
Total long-term borrowings and financings |
|
|
1,158,080 |
|
726,981 |
Total borrowings and financings |
|
|
1,361,602 |
|
867,669 |
The long-term financings maturities, except for the Perpetual notes, considering the 12-month period from april 1 to march 31 of each year are as follows:
|
|
|
|
|
|
|
|
|
|
|
Beyond |
|
|
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2013 |
|
Total |
Brazilian Currency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES Loan |
13,797 |
|
13,517 |
|
12,825 |
|
12,886 |
|
8,424 |
|
- |
|
61,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Loans |
123,500 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
123,500 |
IFC Loan |
8,584 |
|
17,801 |
|
17,801 |
|
17,801 |
|
17,801 |
|
17,801 |
|
97,589 |
Senior notes |
- |
|
- |
|
- |
|
- |
|
- |
|
463,522 |
|
463,522 |
|
132,084 |
|
17,801 |
|
17,801 |
|
17,801 |
|
17,801 |
|
481,323 |
|
684,611 |
Total |
145,881 |
|
31,318 |
|
30,626 |
|
30,687 |
|
26,225 |
|
481,323 |
|
746,060 |
16
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
9. |
Loans and Financing Continued |
( a ) Working Capital
At March 31, 2007, the Company maintains ten short-term credit lines with five financial institutions that allowed borrowings up to R$ 432,000. One of those lines are guaranteed by promissory notes which allow borrowings up to R$ 300,000 and at March 31, 2007, the outstanding borrowings under these facilities amounting R$176,120.
( b ) Bonds
The company, through its wholly-owned subsidiary Gol Finance, maintains perpetual notes guaranteed by GOL. The notes have no fixed final maturity date and are callable at par by the Company after five years of the issuance date and which are senior unsecured debt obligations of the Company and GOL. At March 31, 2007, there was R$ 412,020 (US$ 200,946 thousand) outstanding under this facility.
In March 22, 2007, the Company, through its wholly-owned subsidiary Gol Finance, issued R$ 463,545 (US$ 225,000) 7.50% senior notes due 2017. The Company and GOL guarantee the notes, which are senior unsecured debt obligations of them. At March 31, 2007, there was R$ 463,522 (US$ 226,064 thousand) outstanding under this facility.
The Company intends to use the resource to finances the acquisition of aircraft as a complement to its own cash resources, and to the bank financings guaranteed by the U.S. Exim Bank.
( c ) Bank Loans
The Company, through its wholly-owned subsidiary GAC Inc., maintains a mid-term agreement for up to R$ 126,930 (US$ 60,000 thousand) with Credit Suisse guaranteed by promissory notes. The tenor of the loan is 2.7 years with an annual interest rate of 3-month Libor. At March 31, 2007, there was R$123,500 (US$60,232 thousand) outstanding under this facility.
( d ) Other Financings
The GOL maintains long term borrowing agreements for R$ 75,694 (US$33,543 thousand) with the BNDES (the Brazilian Development Bank) and for R$ 110,315 (US$ 50,000 thousand) with the International Finance Corporation (IFC).
17
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
9. |
Loans and Financing Continued |
( d ) Other Financings Continued
The BNDES credit line is being used to finance a major portion of the construction and expansion of the Gol Aircraft Maintenance Center at the International Airport of Confins, in the state of Minas Gerais, the acquisition of national equipment and materials. The loan has a term of five years with interest of TJLP 2.65% p.a. and is guaranteed by accounts receivable. As of March 31, 2007, there was R$ 72,333 (US$35,278 thousand) outstanding under this facility.
The financing with the International Finance Corporation (IFC) is being used to acquire aircraft spare parts inventories and working capital. The loan has a term of six years with interest of LIBOR 1.875% p.a. and is guaranteed by spare parts. As of March 31, 2007, there was R$ 104,321 (US$ 50,878 thousand) outstanding under this facility.
The estimated market values of perpetual notes and senior notes, on March 31, 2007, reflecting the frequent price oscillations of such instruments are shown below:
|
Consolidated | ||
|
Book Value |
|
Market |
|
|
|
|
Senior notes |
463,522 |
|
457,308 |
Perpetual notes |
412,020 |
|
411,414 |
10. |
Provision for Contingencies |
|
03.31.2007 |
|
12.31.2006 |
Provision for contingencies |
31,846 |
|
29,238 |
Others accounts payable |
296 |
|
475 |
Total provision of contingencies and others |
32,142 |
|
29,713 |
18
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
10. |
Provision for Contingencies Continued |
The provisions for contingencies, tax obligations and respective judicial deposits are as follows:
|
Consolidated | ||||||
|
03.31.2007 |
|
12.31.2006 | ||||
|
Gross provision |
|
(-) Judicial deposits |
|
Net provision |
|
Net provision |
Labor contingencies |
616 |
|
(1,847) |
|
(1,231) |
|
(298) |
Civil contingencies |
5,715 |
|
(7) |
|
5,708 |
|
4,936 |
|
6,331 |
|
(1,854) |
|
4,477 |
|
4,638 |
|
|
|
|
|
|
|
|
Tax obligations |
25,515 |
|
(32,759) |
|
(7,244) |
|
(7,059) |
Total |
31,846 |
|
(34,613) |
|
(2,767) |
|
(2,421) |
|
Contingencies | ||||
|
Labor |
|
Civil |
|
Total |
Balances at December 31, 2006 |
772 |
|
4,943 |
|
5,715 |
Constitution |
156 |
|
1,544 |
|
1,700 |
Reversal |
(312) |
|
(772) |
|
(1,084) |
Balances at March 31, 2007 |
616 |
|
5,715 |
|
6,331 |
a) Labor and civil contingencies
The Company takes part in legal proceedings and civil and labor claims that arise in the ordinary course of business. Although the results of those proceedings cannot be forecasted, the final judgment of those actions will not have a relevant side effect in the Companys financial position, operating income and cash flow, according to managements opinion which is supported by its external legal advisors.
In order to demonstrate a better current estimate, the provisions constituted for probable losses are classified in non-current liabilities and are reviewed periodically based on the proceedings evolution and on the background of losses in favor of labor and civil claims.
b) Tax obligations
The Company is questioning in court the non-assessment of VAT (ICMS) in aircraft and engine imports under operating leasing in transactions made with lessors headquartered in foreign countries. The Companys Management understands that these transactions are mere leases in view of the contractual obligation to return the object of the contract, which will never integrate the Companys assets. Given that there is no circulation of goods, the tax triggering event is not characterized.
19
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
10. |
Provision for Contingencies Continued |
b) Tax obligations Continued
Estimated aggregated value of the current lawsuits - considering the 4% rate applied to the price of the lease aircraft and engines and taking these assets estimated useful life over the average period of the Companys commercial leases totals R$ 45,944 at March 31, 2007 (R$ 45,248 at December 31, 2006), monetarily adjusted and excluding eventual default fees.
The Company, supported by case law and the opinion of its independent legal advisors, understands that it is unlikely for the Company to lose these court suits and the accounting practices adopted in the preparation of its financial statements, in line with international standards, do not require provisions for losses.
The Company is judicially discussing several aspects regarding the assessment and calculation basis of PIS and COFINS on its operations that were recorded as long-term tax obligations.
11. Transactions with Related Parties
The subsidiary GOL maintains operating agreements with associated companies for passenger and luggage transportation between airports and for the transportation of employees, executed under normal market conditions.
GOL is the tenant of the property located at Rua Tamoios, 246, in the city of São Paulo, State of São Paulo, owned by associated company whose agreement expires as of March 31, 2008 and has an annual price restatement clause based on the General Market Price Index (IGP-M).
The balances payable to the associated companies, in the amount of R$ 127 (R$ 127 at December 31, 2006) are included in the suppliers balance jointly with third-party operations. The amount of expenses which affected the income for the first quarter of 2007 is R$ 13,347 (R$ 761 in the first quarter of 2006).
20
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
12. |
Shareholders Equity |
a) Capital Stock
|
i. |
On March 31, 2007, the capital stock is represented by 107,590,792 common shares and 88,621,497 preferred shares |
|
ii. |
The authorized capital stock at March 31, 2007 is R$ 2,000,000. Within the authorized limit, the Company may, by means of the Board of Directors resolution, increase the capital stock regardless of any amendment to the Bylaws, through issue of shares, without keeping any proportion between the different classes of shares. The Board of Directors shall determine the conditions for the issue, including the payment price and period. At the discretion of the Board of Directors, the preemptive right may be excluded, or the period for its exercise be reduced, in the issue of preferred shares, placement of which is made through sale on a stock exchange or by public subscription, or also through the exchange for shares, in a control acquisition public offering, as provided for by the law. Issue of beneficiary parties is prohibited under the terms of the Companys Bylaws. |
|
iii. |
Preferred shares have no voting rights, except concerning the occurrence of specific facts allowed by the Brazilian legislation. These shares have as preference: priority in the reimbursement of capital, without premium and right to be included in the public offering arising from the sale of control, at the same price paid per share of the controlling block, assuring dividend at least equal to that of common shares. |
|
iv. |
The quote of the shares of Gol Linhas Aéreas Inteligentes S.A., at March 31, 2007, on the São Paulo Stock Exchange BOVESPA, corresponded to R$ 62.80 and US$ 30.43 on the New York Stock Exchange NYSE. The equity value per share at March 31, 2007 is R$ 10.67 (R$ 10.54 at December 31, 2006). |
b) Dividends and Interest on Equity
In accordance with the Companys Bylaws, to the shareholders is guaranteed a mandatory minimum dividend of 25% of the net income for the period adjusted under the terms of the article 202 of the Corporation Law. According to the Board of Directors Meeting of January 29, 2007, it was approved the Dividend Policy for 2007 that, without prejudice to the Companys Bylaws, approved the quarterly distribution of dividends, in the fixed amount of R$ 0.35 (thirty five cents of reais), per share, per common and preferred shares of the Company. If necessary, the Company will make the year-end supplementary dividend payment.
21
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
12. |
Shareholders Equity Continued |
b) Dividends and Interest on Equity Continued
The Companys Board of Directors approved the payment of intermediate dividends and interest on shareholders equity (JSCP) to its shareholders referring to the first quarter of 2007, as demonstrated below:
|
|
|
|
|
|
|
|
|
|
Income during quarter | ||
Deliberation |
|
Income |
|
R$ per share (one lot of 100 shares) |
|
Credit |
|
Payment |
|
03.31.2007 |
|
03.31.2006 |
Board of Directors Meeting on March 16, 2007 |
|
JSCP |
|
17.13 |
|
03.30.2007 |
|
05.04.2007 |
|
33,608 |
|
35,391 |
Board of Directors Meeting on March 16, 2007 |
|
Dividends |
|
20.44 |
|
03.30.2007 |
|
05.04.2007 |
|
40,108 |
|
8,079 |
Total of dividends and interest on shareholders equity |
73,716 |
|
43,470 | |||||||||
| ||||||||||||
Credit per share (R$ per lot of 100 shares) |
37.57 |
|
22.18 | |||||||||
Total shares |
196,212,289 |
|
195,972,633 |
The payment of interest on shareholders equity will be inputed to the mandatory minimum dividend for the year.
In accordance with Law No. 9,249, - Changes in income tax, social contribution and other steps legislation, as of December 26, 1995 the Company made a payment to shareholders of interest on shareholders equity, calculated on the equity accounts and limited to the pro rata die variation of the Long-Term Interest Rate TJLP.
The base income for determining the dividends and the proposed dividends were calculated as follows:
Minimum dividends on adjusted net income |
|
03.31.2007 |
|
03.31.2006 |
|
|
|
|
|
Net income for the quarter |
|
91,578 |
|
160,678 |
Legal reserve constitution |
|
(4,579) |
|
(8,034) |
Base income for the determination of the minimum mandatory dividend |
|
86,999 |
|
152,644 |
|
|
|
|
|
Mandatory minimum dividend, equivalent to 25 % of the base income |
|
21,750 |
|
38,161 |
|
|
|
|
|
Proposed Dividends: |
|
|
|
|
Interest on shareholders equity - R$ 17.13 per lot of 100 shares (R$ 18.06 per lot of 100 shares in 2006) |
|
33,608 |
|
35,391 |
Proposed dividends - R$ 20.44 per lot of 100 shares (R$ 4.12 per lot of 100 shares in 2006) |
|
40,108 |
|
8,079 |
Total |
|
73,716 |
|
43,470 |
Interest on equity, net of income tax |
|
(1,380) |
|
(5,309) |
|
|
72,336 |
|
38,161 |
22
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
12. |
Shareholders Equity Continued |
b) Dividends and Interest on Equity Continued
The balances at March 31, 2007 are constituted as follows:
Balances at December 31, 2006 |
|
42,961 |
|
|
|
Dividends and interest on shareholders equity: |
|
|
Declared |
|
73,716 |
Income taxes (IRRF) |
|
(1,380) |
Paid |
|
(42,760) |
Balances at March 31, 2007 |
|
72,537 |
13. |
Cost of Services Rendered, Sales and Administrative Expenses |
|
Consolidated | |||||||
|
03.31.2007 |
|
03.31.2006 | |||||
|
Cost of Services Rendered |
Sales Expenses |
Administrative Expenses |
Total |
% |
|
Total |
% |
Aircraft fuel |
361,298 |
- |
- |
361,298 |
37,9 |
|
254,306 |
38,1 |
Salaries, wages and benefits |
113,719 |
- |
17,933 |
131,652 |
13,8 |
|
79,457 |
11,9 |
Aircraft leasing |
109,834 |
- |
- |
109,834 |
11,5 |
|
66,487 |
10,0 |
Sales and marketing |
- |
76,555 |
- |
76,555 |
8,0 |
|
99,330 |
14,9 |
Aircraft and traffic servicing |
39,606 |
- |
18,282 |
57,888 |
6,1 |
|
31,621 |
4,7 |
Landing fees |
54,972 |
- |
- |
54,972 |
5,8 |
|
30,341 |
4,5 |
Maintenance materials and repair |
46,248 |
- |
- |
46,248 |
4,9 |
|
26,115 |
3,9 |
Depreciation and amortization |
17,598 |
- |
1,995 |
19,593 |
2,1 |
|
12,395 |
1,9 |
Other operating expenses |
84,228 |
- |
11,614 |
95,842 |
10,0 |
|
68,086 |
10,2 |
|
827,503 |
76,555 |
49,824 |
953,882 |
100,0 |
|
668,138 |
100,0 |
At March 31, 2007, aircraft fuel expenses include R$ 6,904, arising from results with derivatives represented by fuel hedge contract results expired in the period and measured as effective to hedge the expenses against fuel price fluctuations.
23
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
14. |
Net Financial Income |
|
Parent Company |
|
Consolidated | ||||
|
03.31.2007 |
|
03.31.2006 |
|
03.31.2007 |
|
03.31.2006 |
Financial Expenses: |
|
|
|
|
|
|
|
Interest on loans |
- |
|
- |
|
(27,024) |
|
(3,263) |
Foreign exchange variations on liabilities |
(17,732) |
|
(1,498) |
|
(6,078) |
|
(10,233) |
Losses on financial instruments |
- |
|
- |
|
(23,957) |
|
(228) |
CPMF tax |
(277) |
|
(242) |
|
(2,671) |
|
(2,576) |
Monetary variations on liabilities |
- |
|
- |
|
(684) |
|
(419) |
Interest on shareholders equity |
(33,608) |
|
(35,391) |
|
(33,608) |
|
(35,391) |
Other |
(136) |
|
(3) |
|
(9,038) |
|
(4,161) |
|
(51,753) |
|
(37,134) |
|
(103,060) |
|
(56,271) |
|
|
|
|
|
|
|
|
Financial income: |
|
|
|
|
|
|
|
Interest and gains on financial investments |
- |
|
390 |
|
30,791 |
|
2,726 |
Foreign exchange variations on assets |
10,247 |
|
1,150 |
|
7,329 |
|
6,661 |
Gains on financial instruments |
17,497 |
|
8,428 |
|
57,815 |
|
31,246 |
Capitalized interest |
- |
|
- |
|
4,617 |
|
3,350 |
Interest on shareholders equity |
11,386 |
|
- |
|
- |
|
- |
Monetary variations on assets |
24 |
|
- |
|
1,588 |
|
479 |
Others |
5 |
|
- |
|
1,820 |
|
1,213 |
|
39,159 |
|
9,968 |
|
103,960 |
|
45,675 |
Net financial income |
(12,594) |
|
(27,166) |
|
900 |
|
(10,596) |
15. |
Commitments |
The Company leases its operating aircraft and rent airport terminals, other airport facilities, offices and other equipment. At March 31, 2007 the Company carried operational lease agreements on 67 aircraft (65 at December 31, 2006), with expiration dates from 2006 to 2018.
The following table provides the obligations under current and long-term debt obligations, due to operating lease commitments and aircraft purchase commitments as of March 31, 2007:
24
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
15. |
Commitments Continued |
|
|
|
|
|
|
|
|
|
|
|
Beyond |
|
|
|
2008 |
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
2012 |
|
Total |
Operating lease commitments (1) |
399,488 |
|
335,107 |
|
280,399 |
|
193,882 |
|
178,863 |
|
506,455 |
|
1,894,194 |
Pre-delivery deposits (2) |
221,704 |
|
297,973 |
|
346,345 |
|
281,053 |
|
67,163 |
|
- |
|
1,214,238 |
Aircraft purchase commitments (3) |
2,044,610 |
|
1,546,451 |
|
1,886,268 |
|
2,374,736 |
|
1,990,118 |
|
1,096,361 |
|
10,938,544 |
Total |
2,665,802 |
|
2,179,531 |
|
2,513,012 |
|
2,849,671 |
|
2,236,144 |
|
1,602,816 |
|
14,046,976 |
(1) The future commitments based on the operating lease contracts are denominated in U.S. Dollars. The Company has letters of credit in the amount of R$ 63,237 (US$ 30,841) for aircraft leasing contracts deposits and R$ 158,656 (US$ 77,378) for engine maintenance deposits
(2) The Company makes payments arising from the construction phase for aircraft acquisitions utilizing the proceeds from equity and debt financings, cash flow from operations and supplier financing.
(3) The Company has a purchase contract with Boeing for acquisition of Boeing 737-800 Next Generation aircraft being currently 75 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 11,052 million (corresponding to approximately US$ 5,335 million) based on the aircraft list price, including estimated amounts for contractual price escalations and pre-delivery deposits during the phase of the aircraft construction. The commitments arising from the aircraft acquisition not include the portion that will be financed by long-term financings with guarantee of the aircraft by the U.S. Exim Bank (Exim), corresponding to approximately 85% of the total cost of the aircraft.
16. |
Employees |
The Company keeps a profit sharing plan and stock option plans. The employee profit sharing plan is linked to the economic and financial results measured with basis on the Companys performance indicators that assume the achievement of the Companys, its business units and individual performance goals. At March 31, 2007, considering that the goals established by the Company were not accomplished, no provisions has been accrued.
At January 2, 2007, the Compensation Committee, within the scope of its functions and in conformity with the Companys Stock Option Plan, approved the granting of 113,379 options for the purchase of the Companys preferred shares at the price of R$ 65.85 per share.
25
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
16. |
Employees Continued |
The transactions are summarized below:
|
Quantity of |
Weighted average |
|
Stock options |
price for the year |
Outstanding at December 31, 2006 |
187,234 |
40.65 |
Granted |
113,379 |
65.85 |
Exercised |
(5,823) |
37.13 |
Outstanding at March 31, 2007 |
294,790 |
50.44 |
|
|
|
Quantity of options to be exercised at December 31, 2005 |
158,353 |
6.50 |
Quantity of options to be exercised at December 31, 2006 |
17,484 |
33.06 |
Quantity of options to be exercised at March 31, 2007 |
49,109 |
38.51 |
The weighted average fair values on the granting dates of the stock options, at March 31, 2007, were R$ 27.74 and R$ 27.20 respectively, and they were estimated based on the Black-Scholes stock option pricing model, assuming a 1.5 % dividend payment, an expected volatility of approximately 37,4%, a weighted average risk free rate of 13.0 % and a average maturity of 3.85 years.
The accounting practices adopted in Brazil do not require recognition of compensation expenses through the Companys stock options. If the Company had recorded in its results the compensation expenses by means of stock options, based on the fair value on the date of the options granting, the income of the first quarter of 2007 would have been R$ 417 lower (R$ 2,027 in the first quarter of 2006 and R$ 3,239 in the year of 2006).
The exercise price interval and the remaining weighted average maturity of the outstanding options, as well as the exercise price interval for the options to be exercised at March 31, 2007 are summarized below:
Outstanding Options |
|
Options to be exercised | ||||
Exercise price interval |
Quantity of outstanding options at 03/31/2007 |
Remaining weighted average maturity |
Weighted average exercise price |
|
Quantity of options to be exercised 03/31/2007 |
Weighted average exercise price |
|
|
|
|
|
|
|
33.06 |
82,754 |
2.75 |
33.06 |
|
30,304 |
33.06 |
47.30 |
98,657 |
3.75 |
47.30 |
|
18,805 |
47.30 |
65.85 |
113,379 |
4.75 |
65.85 |
|
- |
65.85 |
|
|
|
|
|
|
|
33.06 - 65.85 |
294,790 |
3.85 |
50.44 |
|
49,109 |
38.51 |
26
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Financial Derivative Instruments |
The Company is exposed to several market risks arising from its operations. Such risks involve mainly the effects of changes in fuel price and foreign exchange rate risk, in view that its revenues are generated in Reais and the Company has significant commitments in US dollars, credit risks and interest rate risks. The Company uses derivative financial instruments to minimize those risks. The Company maintains a formal risk management policy under the management of its executive officers, its Risk Policy Committee and its Board of Directors.
The management of these risks is performed through control policies, establishing limits, as well as other monitoring techniques, mainly mathematical models adopted for the continuous monitoring of exposures. The exclusive investment funds in which the Company and its subsidiary Gol are quota holders are used as means for the risk coverage contracting according to the Companys risk management policies.
Airlines are exposed to aircraft fuel price change effects. Aircraft fuel consumption in the first quarter of 2007 and 2006 represented approximately 37.9% and 38.1% of the Companys operating expenses, respectively. The Company periodically uses future contracts, swaps and oil options and its derivatives to manage those risks. The purpose of the fuel hedge is the fuel acquisition operating expenses. As the aircraft fuel is not traded on a commodities exchange, the liquidity and alternatives for contracting hedge operations of that item are limited. However, the Company has found effective commodities to hedge aircraft fuel costs, mainly crude oil. Historically, oil prices have been highly related to aircraft fuel prices, which makes oil derivatives effective in compensating oil price fluctuations, in order to provide short-term protection against sudden fuel price increases. The futures contracts are listed on NYMEX, swaps are contracted with prime international banks and the options can be either those listed on NYMEX or those traded with prime international banks.
The Company also engages in financial derivative instruments agreements contracted with first-tier banks for cash management purposes. The financial derivative instruments are composed of synthetic fixed income option agreements and swaps contracts to obtain the Brazilian overnight deposit rate for investments in securities with fixed-rates or denominated in dollars.
27
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Derivative Financial Instruments Continued |
a) Fuel price risk
The Companys derivatives contracts, at March 31, 2007, are summarized as follows (in thousands, except otherwise indicated):
|
03.31.2007 |
|
12.31.2006 |
Fair value of derivative financial instruments at the end of the period |
18,756 |
|
R$ (4,573) |
Average term (months) |
3 |
|
3 |
Hedged volume (barrels) |
2,366,462 |
|
1,804,000 |
|
|
|
|
Period ended March 31: |
2007 |
|
2006 |
Gains with hedge effectiveness recognized as aircraft fuel expenses |
- |
|
R$ 628 |
Losses with hedge ineffectiveness recognized as financial income |
R$ 5,325 |
|
- |
Current percentage of hedged consumption (during the quarter) |
87% |
|
55% |
The Company utilizes financial derivative instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. On March 31, 2007 the Company currently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge approximately 60%, 25%, 25%, 10% and 10% of its jet fuel requirements for the second, third and fourth quarters of 2007, first and second quarters of 2008, respectively, at average crude equivalent prices of approximately US$ 68.3, US$69.5, US$ 72.3, US$ 62.6 e US$ 62.9 per barrel, respectively.
The Company classifies fuel hedge as cash flow hedge, and recognizes the changes of market fair value of effective hedges accounted in the shareholders equity until the hedged fuel is consumed. The fuel hedge effectiveness is estimated based on correlation statistical methods or by the proportion of fuel purchase expense variations that are offset by the fair market value variation of derivatives. Effective hedge results are recorded as decrease or increase in the cost of acquisition of fuel, and the hedge results that are not effective are recognized as financial income/expenses. Ineffective hedges arise when the change in the value of derivatives is not between 80% and 125% of the hedged fuel value variation. When the aircraft fuel is consumed and the related derivative financial instrument is settled, the unrealized gains or losses recorded in shareholders equity are recognized as aircraft fuel expenses. The Company is exposed to the risk that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for recording unrealized gains or losses in the equity. As periodic changes in the fair value of derivatives are ineffective, such ineffectiveness is recognized in the same period as the estimated fuel consumption occurs.
28
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Derivative Financial Instruments Continued |
a) Fuel price risk Continued
Ineffectiveness is inherent in hedging jet fuel with derivative positions based in other crude oil related commodities, especially given the magnitude of the current fair market value of the Companys fuel hedge derivatives and the recent volatility in the prices of refined products. The Company has determined that specific hedges will not regain effectiveness in the time period remaining until settlement. Any changes in fair value of the derivative instruments are marked to market through earnings in the period of change.
During the quarter ended on March 31, 2007, the Company recognized approximately R$ 2,730 (US$ 1,331) of additional losses in Others gains (losses), net, related to the ineffectiveness of its hedges. The Company also recognized approximately R$ 61 (US$ 30) related to losses within the ineffective portion of the contracted hedges for future competences. As of March 31, 2007 there was an unrealized gain of R$ 6,020 (US$ 2,936) referring to the effective portion of the contracted hedges for future competences recorded in shareholderss equity.
The fair market value of swaps is estimated by discounted cash flow methods, and the fair value of the options is estimated by the Black-Scholes model adapted to commodities options.
Market risk factor: Jet fuel price | |||||||||||
Exchange market |
|
|
|
|
|
|
|
|
|
|
|
Future contracts bought |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2Q07 |
|
3Q07 |
|
4Q07 |
|
1Q08 |
|
2Q08 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Nominal volume in barrels (thousands) |
1,134 |
|
415 |
|
452 |
|
180 |
|
185 |
|
2,366 |
Nominal volume in liters (thousands) |
180,308 |
|
66,038 |
|
71,908 |
|
28,616 |
|
29,350 |
|
376,220 |
|
|
|
|
|
|
|
|
|
|
|
|
Future agreed rate per barrel (USD)* |
68.34 |
|
69.54 |
|
72.30 |
|
62.63 |
|
62.88 |
|
68.45 |
Total in Reais ** |
158,932 |
|
59, 223 |
|
67,056 |
|
23,113 |
|
23,800 |
|
332,124 |
|
* |
Weighted average between the strikes of the collars and callspreads. |
** The exchange rate at 03/31/2007 was R$ 2.0504 / US$ 1.00
b) Exchange rate risk
On March 31, 2007 the main assets and liabilities denominated in foreign currency recorded in the balance sheet are related to aircraft leasing and acquisition operations.
29
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Derivative Financial Instruments Continued |
b) Exchange rate risk Continued
The Companys foreign exchange exposure at March 31, 2007 and 2006 is set forth below:
|
Consolidated | ||
|
03.31.2007 |
|
12.31.2006 |
Assets |
|
|
|
Cash, cash equivalents and financial investments |
1,260,264 |
|
788,136 |
Deposits for aircraft leasing contracts |
266,224 |
|
273,031 |
Prepaid leasing expenses |
21,271 |
|
20,223 |
Others |
46,197 |
|
15,405 |
|
1,593,956 |
|
1,096,795 |
Liabilities |
|
|
|
Foreign suppliers |
23,306 |
|
25,249 |
Operating leases payable |
33,636 |
|
63,167 |
|
56,942 |
|
88,416 |
Foreign exchange exposure in R$ |
1,537,041 |
|
1,008,379 |
Total foreign exchange exposure in US$ |
749,617 |
|
471,646 |
Obligations not recorded in the balance sheet |
|
|
|
Future obligations arising from operating lease agreements |
1,894,194 |
|
1,948,607 |
Future obligations arising from firm orders for aircraft purchase |
10,938,544 |
|
11,549,004 |
|
12,832,738 |
|
13,497,611 |
|
|
|
|
Total foreign exchange exposure in R$ |
14,369,752 |
|
14,505,990 |
Total foreign exchange exposure in US$ |
7,008,268 |
|
6,784,841 |
The foreign exchange exposure concerning amounts payable resulting from operating leases, insurances, maintenance, and the exposure to fuel price variations caused by the foreign exchange rate are managed by hedge strategies with US dollar futures contracts and US dollar options listed on BM&F (Brazilian Mercantile and Futures Exchange). The expenses accounts that are the purpose of foreign exchange rate hedge are: fuel expenses, lease, maintenance, insurance and international IT services.
30
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Derivative Financial Instruments Continued |
b) Exchange rate risk Continued
Companys Management believes that the derivatives it uses are extremely correlated to the US dollar/real foreign exchange rate in order to provide short-term protection to foreign exchange rate changes. The Company classifies hedge for exposure to US dollar variations as cash flow hedge and recognizes the fair market value variations of highly effective hedges in the same period the estimated expenses which are the purpose of the hedge occur. The market value changes of the highly effective hedges are recorded in Financial Revenues or Expenses until the period the hedged item is recognized, then they are recognized as decrease or increase in incurred expenses. The market value changes of hedges that are not highly effective are recognized as financial revenue or expense. The US dollar hedge effectiveness is estimated by statistical correlation methods or by the proportion of expenses variation that are offset by the fair market value variation of the derivatives.
The fair market value of swaps is estimated by discounted cash flow methods; the fair value of options is estimated by the Black-Scholes method adapted to the currency options; and the futures fair value refers to the last owed or receivable adjustment already accounted and not settled yet.
The Company uses short-term financial derivative instruments. The following table summarizes the position of the foreign exchange derivative contracts (in thousands, except otherwise indicated):
|
03.31.2007 |
|
12.31.2006 |
Fair value of financial derivative instruments at year end |
4,310 |
|
R$ (275) |
Longuest remaining term (months) |
2 |
|
2 |
Hedged volume |
261,500 |
|
180,127 |
|
|
|
|
Period ended March 31: |
2007 |
|
2006 |
Hedge effectiveness losses recognized in operating expenses |
- |
|
R$ (5,383) |
Hedge ineffectiveness losses recognized in other income |
R$ (6,596) |
|
R$ (227) |
Percentage of expenses hedged during year |
50% |
|
65% |
The Company accounts its futures derivative instruments of foreign currencies as cash flow hedges. On March 31, 2007, the unrealized losses in Accumulated other comprehensive income totalized R$ 2,040, net of taxes.
31
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Derivative Financial Instruments Continued |
b) Exchange rate risk Continued
Market risk factor: Exchange rate | |||||||
Exchange market |
|
|
|
|
|
|
|
Future agreements bought |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2Q07 |
|
3Q07 |
|
4Q07 |
|
Total |
|
|
|
|
|
|
|
|
Nominal value in dollars |
129,500 |
|
63,000 |
|
69,000 |
|
261,500 |
Future agreed rate |
2.12 |
|
2.25 |
|
2.33 |
|
2.21 |
Total in Reais |
277,022 |
|
141,750 |
|
160,998 |
|
576,770 |
|
c) |
Credit risk of financial derivative instruments |
The derivative financial instruments used by the Company are conducted with top quality credit counterparts, AA+ or better rated international banks, according to Moodys and Fitch agencies or international futures exchange or the Brazilian Mercantile and Futures Exchange (BM&F). The Company believes that the risk of not receiving the owed amounts by its counterparts in the derivatives operations is not material.
|
d) |
Interest rate risk |
The Companys results are affected by fluctuations in international interest rates in US dollar due to the impact of such changes in expenses of operating lease agreements. At March 31, 2007, there were no open hedge contracts for the international interest rate risk.
The Companys results are affected by changes in the interest rates in Brazil, both those applicable to deposits and liabilities in real and those applicable to US dollar indexed securities, due to the impact of such changes on the market value of financial derivative instruments conducted in Brazil, on the market value of prefixed securities in real and on the remuneration of the cash balance and financial investments. The Company uses Interbank Deposit futures of the Brazilian Mercantile and Futures Exchange (BM&F) solely to protect itself from domestic interest rate impacts on the prefixed portion of its investments. On March 31, 2007, the nominal value of Interbank Deposit futures contracts with the Brazilian Mercantile and Futures Exchange (BM&F) totaled R$ 5.900 with periods of up to 3 years, with a fair market value of R$ 1.313, corresponding to the last owed or receivable adjustment, already received and not yet settled. The total variations in market value, payments and receivables related to the DI futures are recognized as increase or decrease in financial incomes in the same period they occur.
32
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
17. |
Derivative Financial Instruments Continued |
e) Derivatives contracts applied in cash management
The Company utilizes financial derivatives instruments for cash management purposes. The Company enters into option contracts known as boxes with first tier banks and registered in the Brazilian CETIP clearing house with the objective of investing cash at pre-fixed rates. As of March 31, 2007, the total amount invested in boxes was R$ 78,982 with average term of 241 days. The Company also utilizes swaps contracts to change the remuneration of part of its short term investments to the Brazilian overnight deposit rate, the CDI. Investments in box combinations are swapped from fixed rate to a percentage of the CDI. Investments in dollar-denominated securities are swapped from dollar-based remuneration to Brazilian reais plus a percentage of CDI rate. As of March 31, 2007, the notional amount of fixed-rate swaps to CDI was R$ 75,000 with a fair value of R$ (520); and the notional amount of currency swaps to CDI was R$ 183,667 with a fair value or R$5,636. The changes in fair value of these swaps is reflected in financial income in the period of change.
18. |
Insurance Coverage |
Management holds an insurance coverage in amounts that it deems necessary to cover possible accidents, due to the nature of its assets and the risks inherent to its activity, observing the limits established in lease agreements. On March 31, 2007 the insurance coverage, by nature, considering GOLs aircraft fleet and in relation to the maximum indemnifiable amounts, is the following:
Aeronautic Type |
R$ (000) |
US$ (000) |
Warranty Hull |
4,231,193 |
2,063,594 |
Civil Liability per occurrence/aircraft |
1,537,800 |
750,000 |
Warranty Hull/War |
4,231,193 |
2,063,594 |
Inventories |
194,788 |
95,000 |
By means of Law 10,605, as of December 18, 2002, the Brazilian government undertook to supplement possible civil liability expenses against third parties caused by acts of war or terrorist attacks, occurred in Brazil or abroad, for which GOL may be demanded, for the amounts that exceed the insurance policy limit effective at September 10, 2001, limited to the equivalent in reais to one billion US dollar.
33
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
19. |
Subsequent Events |
On April 4, 2007, the Company received approval from the National Civil Aviation Agency (ANAC) to complete the transfer of VRG to GTI S.A., a wholly-owned subsidiary of Gol Linhas Aéreas Inteligentes. With this authorization, the Company initiated execution of the plan developed for VRG, which will operate with its own brand (VARIG) and differentiated services, incorporating the low-cost business model of Gol Transportes Aéreos S.A.
On April 9, 2007, the Companys Board of Directors approved a capital increase amounting to R$518,100 by means of the issuance of 8,519,979 preferred shares in order to meet the obligations assumed by its subsidiary GTI S.A. in connection with its acquisition of VRGs capital ownership. When the Company agreed to acquire the capital stock of VRG, it agreed to pay a portion of the acquisition price in its preferred shares (representing approximately 3.1% of its total shares outstanding). According to Brazilian law, the issuance and transfer of preferred shares to Varig Logística S.A, the seller of VRG, triggers preemptive rights of the company´s existing shareholders. Of the total authorized issuance of 8,519,979 preferred shares, the company will transfer 6,049,185 preferred shares to Varig Logística S.A. The Companys shareholders (other than Fundo de Investimento em Participações Asas, the Companys principal shareholder) have the right to subscribe for 2,470,794 preferred shares (representing approximately 1.3% of the Companys total shares outstanding). The Company voluntarily elected to register this rights offering with the Securities and Exchange Commission (SEC), in order to enable U.S. holders of its preferred shares and ADRs to participate in the rights offering.
On April 12, 2007, the Company increased the capital of GTI S.A. in the amount of R$138,264 (US$68,000), corresponding to 138,264,400 ordinary and preferred shares subscribed on October 26, 2004 at the price of R$ 1.00 per share, as part of the payment to VarigLog.
34
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
APPENDIX I CASH FLOW STATEMENTS
|
Parent Company |
|
Consolidated | ||||
|
03.31.2007 |
|
03.31.2006 |
|
03.31.2007 |
|
03.31.2006 |
Net income for the period |
91,578 |
|
160,678 |
|
91,578 |
|
160,678 |
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
- |
|
- |
|
19,593 |
|
12,395 |
Provision for doubtful accounts receivable |
- |
|
- |
|
3,117 |
|
918 |
Deferred income taxes |
(2,473) |
|
(9,712) |
|
(1,823) |
|
(16,675) |
Equity accounting |
(75,471) |
|
(144,488) |
|
- |
|
- |
Capitalized interest |
- |
|
- |
|
(4,617) |
|
- |
Variations in operating assets and liabilities: |
|
|
|
|
|
|
|
Receivables |
- |
|
- |
|
10,772 |
|
(15,183) |
Inventories |
- |
|
- |
|
(48,097) |
|
2,644 |
Pre-delivery deposits |
|
|
|
|
|
|
|
Prepaid expenses, taxes recoverable and other receivables |
(9,660) |
|
(1,706) |
|
39,756 |
|
(12,324) |
Suppliers |
(185) |
|
- |
|
(18,028) |
|
(3,268) |
Air traffic liability |
- |
|
- |
|
(91,384) |
|
(32,258) |
Taxes payable |
(31,686) |
|
988 |
|
(39,774) |
|
24,208 |
Payroll and related charges |
- |
|
- |
|
16,635 |
|
(11,843) |
Provisions for contingencies |
- |
|
- |
|
2,429 |
|
(4,581) |
Dividends and interest on shareholders equity |
29,576 |
|
(43,470) |
|
29,576 |
|
(43,470) |
Other liabilities |
2,837 |
|
42,343 |
|
(25,351) |
|
28,622 |
Net cash generated (used) in operating activities |
4,516 |
|
4,633 |
|
(15,618) |
|
89,863 |
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
|
|
Financial investments |
127,115 |
|
49,810 |
|
26,579 |
|
13,456 |
Investments |
(36,203) |
|
(62,402) |
|
53 |
|
137 |
Deposits for leasing contracts |
- |
|
- |
|
6,824 |
|
828 |
Property, plant and equipment acquisition includes deposits for aircraft acquisition |
- |
|
- |
|
(164,022) |
|
(101,498) |
Net cash generated (used) in investment activities |
90,912 |
|
(12,592) |
|
(130,566) |
|
(87,077) |
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
Short term borrowings |
- |
|
- |
|
493,933 |
|
50,443 |
Capital increase |
215 |
|
1,739 |
|
215 |
|
1,739 |
Total comprehensive income, net of taxes |
8,302 |
|
2,258 |
|
8,302 |
|
2,258 |
Dividends paid |
(73,716) |
|
- |
|
(73,716) |
|
- |
Net cash generated (used) in financing activities |
(65,199) |
|
3,997 |
|
428,734 |
|
54,440 |
|
|
|
|
|
|
|
|
Net cash addition |
30,229 |
|
(3,962) |
|
282,550 |
|
57,226 |
Cash and cash equivalents at the beginning of the period |
136,332 |
|
36,632 |
|
699,990 |
|
129,304 |
Cash and cash equivalents at the end of the period |
166,561 |
|
32,670 |
|
982,540 |
|
186,530 |
Transactions not affecting cash |
|
|
|
|
|
|
|
Additional information: |
|
|
|
|
|
|
|
Interests paid |
- |
|
- |
|
27,024 |
|
3,263 |
Income tax and social contribution paid for the period |
- |
|
- |
|
28,630 |
|
76,809 |
35
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) Continued
Period of January 1 to March 31 2007 and 2006
(In thousands of reais)
APPENDIX II VALUE ADDED STATEMENTS
|
Parent Company |
|
Consolidated | ||||
|
03.31.2007 |
|
03.31.2006 |
|
03.31.2007 |
|
03.31.2006 |
|
|
|
|
|
|
|
|
REVENUES |
|
|
|
|
|
|
|
Passenger, cargo and other transportation revenues |
- |
|
- |
|
1,080,516 |
|
896,849 |
Provision for doubtful accounts receivable |
- |
|
- |
|
(13,483) |
|
(5,808) |
|
|
|
|
|
|
|
|
INPUT ACQUIRED FROM THIRD PARTIES (includes ICMS and IPI) |
|
|
|
|
|
|
|
Fuel and lubricant suppliers |
- |
|
- |
|
(361,298) |
|
(254,306) |
Material, energy, third-party services and other |
(2,434) |
|
(1,747) |
|
(196,567) |
|
(113,879) |
Aircraft insurance |
- |
|
- |
|
(10,408) |
|
(6,358) |
Sales and marketing |
- |
|
- |
|
(76,555) |
|
(99,330) |
GROSS VALUE ADDED |
(2,434) |
|
(1,747) |
|
422,205 |
|
417,168 |
|
|
|
|
|
|
|
|
RETENTIONS |
|
|
|
|
|
|
|
Depreciation and amortization |
- |
|
- |
|
(19,593) |
|
(12,395) |
|
|
|
|
|
|
|
|
NET VALUE ADDED GENERATED BY THE COMPANY |
(2,434) |
|
(1,747) |
|
402,612 |
|
404,773 |
|
|
|
|
|
|
|
|
VALUE ADDED RECEIVED IN TRANSFER |
|
|
|
|
|
|
|
Results of the Corporate Interest |
75,471 |
|
144,488 |
|
- |
|
- |
Interest income (expense) |
(12,594) |
|
(27,166) |
|
27,924 |
|
(7,333) |
TOTAL VALUE ADDED TO BE DISTRIBUTED |
60,443 |
|
115,575 |
|
430,536 |
|
397,440 |
VALUE ADDED DISTRIBUTION |
|
|
|
|
|
|
|
Employees |
- |
|
- |
|
(131,652) |
|
(79,457) |
Government |
(2,473) |
|
9,712 |
|
(69,697) |
|
(92,828) |
Financing companies |
- |
|
- |
|
(27,024) |
|
(3,263) |
Leasers |
- |
|
- |
|
(144,193) |
|
(96,605) |
Shareholders |
(73,716) |
|
- |
|
(73,716) |
|
(43,470) |
Reinvested |
15,746 |
|
(125,287) |
|
15,746 |
|
(81,817) |
TOTAL DISTRIBUTED VALUE ADDED |
(60,443) |
|
(115,575) |
|
(430,536) |
|
(397,440) |
36
GOL LINHAS AÉREAS INTELIGENTES S.A. |
||
By: |
/S/ Richard F. Lark, Jr.
|
|
Name: Richard F. Lark, Jr.
Title: Executive Vice President Finance, Chief Financial Officer |
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 actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.