goldf3q13_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of November, 2013
(Commission File No. 001-32221) ,
 

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


 
Praça Comandante Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto 
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of 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):

 

 

 

 

 


Gol Linhas Aéreas
Inteligentes S.A.

Individual and Consolidated Interim

Financial Information for the Quarter Ended September 30, 2013 and Report on Review of Interim Financial Information

 

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes

 

 

 

 

 

 


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

Individual and Consolidated Interim Financial Information

 

September 30, 2013

 (In thousands of Brazilian Reais)

 

 

 

Contents

Management Report 01
Independent Auditor’s Report on Review of Interim Financial Information 08
Capital 10

Individual Interim Financial Information for the nine-month Period Ended September 30, 2013

Balance Sheets 11
Statements of Profit or Loss 13
Statements of Comprehensive Income 14
Statements of Cash Flows 15
Statements of Changes in Equity 16

Statements of Value Added

18

Consolidated Interim Financial Information for the nine-month Period Ended September 30, 2013

Balance Sheets 19
Statements of Profit or Loss 21
Statements of Comprehensive Income 22
Statements of Cash Flows 23
Statements of Changes in Equity 24
Statements of Value Added 26
Notes to the Interim Financial Information 27

 


 

MESSAGE FROM MANAGEMENT

 

GOL posted operating income (EBIT) of R$37 million in 3Q13, a R$238 million improvement over 3Q12, accompanied by a margin of 1.7%, up by 12 percentage points. This increase was achieved despite the 13% average period depreciation of the Real against the Dollar and the highest jet fuel price in the Company’s history.

In the first nine months, revenue grew by R$244 million despite the 9.7% reduction in domestic seat supply, resulting in a positive 1.7% operating margin.  We also reduced operating costs by around R$407 million in the period.

This upturn in revenue was achieved thanks to the Company's strategy of continuously managing PRASK, combining business travelers, who seek flexibility, punctuality and last-minute competitive fares, with passengers who plan their trips well ahead of time, typically for leisure, and look for lower fares.  Consequently, our PRASK grew by 21.1% in 3Q13 and by 14.6% year-to-date.

The leadership in punctuality was maintained in the first nine months. In 2013, we were the company which registered the smallest percentage of delays, just 5.6%. In order to achieve this, we have been continuously improving our passengers’ check-in experience. Remote check-in already accounts for more than 60% of the total at those airports most used by business flyers. We implemented the “fast travel” concept to reduce boarding times and launched a new airport visual identity, aiming to simplify and clarify communications at the check-in counters and in stores. This new identity is already present at the Congonhas, Confins, Santos Dumont and Brasília airports, among others.

In addition, in November we launched a new seat configuration in airplanes, offering the GOL+, a new product exclusive to the Rio-São Paulo shuttle which provides a unique flying experience. With these changes, GOL will have the greatest offer of A-seal seats (an ANAC classification standard) on the shuttle route. All this in order to serve our passengers better every time and become an even more efficient company.

The Company is maintaining its commitment to high liquidity, crucial in times of high macroeconomic volatility. We closed September with a cash position of R$2.9 billion, or 35.1% of LTM net revenue. In 9M13 we also paid debt of around R$346 million, reducing the Company’s financial cost.

Our leverage ratio continues to decline due to the recovery of operating margins and the EBITDAR recomposition, thereby further strengthening our balance sheet. This quarter, the adjusted gross revenue/ LTM EBITDAR ratio fell by 30% over 2Q13. This downward trend should continue until the end of the year, thanks to prospects of a positive operating result in the period.

 

Our Smiles loyalty program has also become increasingly strong. In September, it launched Clube Smiles and in October it entered into an investment agreement with Netpoints, a loyalty company specializing in retail, with the purpose of increasing the program’s exposure to this segment and fueling its growth.

 

The ongoing monitoring of macroeconomic and market conditions as well as the speed of the Company’s response and decision-making, have led to an improvement in operating and financial indicators in the quarter. In 2014, we expect a scenario of stable supply in the Brazilian domestic market, with variation close to 0%, as we believe the Company is close to its appropriate size given the current economic scenario. 

 

The Company is reaffirming its commitment to obtaining an operating margin of between 1% and 3% in 2013.

 

Once again, we would like to thank our Team of Eagles for their hard work, motivation and commitment. 

 

Paulo Sérgio Kakinoff 

CEO of GOL Linhas Aéreas Inteligentes S.A.

1

 


 

Aviation Market: Industry ­ 

Operating Data

3Q13

3Q12

%

9M13

9M12

%

 
 

Total System

             

ASK (million)

38,318

38,313

0.0%

113,373

114,777

-1.2%

 

RPK (million)

29,689

29,610

0.3%

85,568

84,819

0.9%

 

Load Factor

77.5%

77.3%

0.2 p.p.

75.5%

73.9%

1.6 p.p.

 

Domestic Market

             

ASK (million)

29,521

30,008

-1.6%

86,218

90,223

-4.4%

 

RPK (million)

22,673

22,801

-0.6%

64,862

64,963

-0.2%

 

Load Factor

76.8%

76.0%

0.8 p.p.

75.2%

72.0%

3.2 p.p.

 

International Market

             

ASK (million)

8,797

8,305

5.9%

27,155

24,554

10.6%

 

RPK (million)

7,016

6,809

3.0%

20,706

19,856

4.3%

 

Load Factor

79.8%

82.0%

-2.2 p.p.

76.3%

80.9%

-4.6 p.p.

 

    National Civil Aviation Agency (ANAC) figures

In 3Q13, the aviation industry’s supply remained flat over 3Q12, while demand grew by 0.3%. Consequently, the load factor reached 77.5%, a 0.2 percentage point year-over-year upturn. In year-to-date terms, supply declined by 1.2%, while demand grew by 0.9% and the load factor stood at 75.5%, 1.6 percentage points higher than in 9M12

Domestic supply fell by 1.6% over 3Q12, while demand declined by 0.6%. The domestic load factor grew by 0.8 percentage points, fueled by the reduction in supply. In 9M13, domestic supply decreased by 4.4% and demand remained flat in relation to 9M12, while the load factor increased by 3.2 percentage points

Aviation Market: GOL 

Operating Data

3Q13

3Q12

%

9M13

9M12

%

 
 

Total System

             

ASK (million)

12,446.6

12,996.3

-4.2%

36,954.5

39,490.7

-6.4%

 

RPK (million)

8,658.8

9,586.1

-9.7%

25,198.9

27,786.8

-9.3%

 

Load Factor

69.6%

73.8%

-4.2 p.p.

68.2%

70.4%

-2.2 p.p.

 

Domestic Market

 

 

 

 

 

 

 

ASK (million)

11,049.4

11,885.4

-7.0%

32,816.6

36,334.8

-9.7%

 

RPK (million)

7,761.2

8,826.0

-12.1%

22,675.6

25,709.0

-11.8%

 

Load Factor

70.2%

74.3%

-4.1 p.p.

69.1%

70.8%

-1.7 p.p.

 

International Market

 

 

 

 

 

 

 

ASK (million)

1,397.2

1,111.0

25.8%

4,138.0

3,155.9

31.1%

 

RPK (million)

897.6

760.1

18.1%

2,523.3

2,077.8

21.4%

 

Load Factor

64.2%

68.4%

-4.2 p.p.

61.0%

65.8%

-4.9 p.p.

 

      ( * ) Figures for July 2013 are preliminary; National Civil Aviation Agency (ANAC) figures for other periods.

Domestic Market

In line with its capacity adjustment process, in 3Q13 GOL’s domestic supply declined by 7.0% over 3Q12, giving a year-to-date downturn of 9.7%.  

Domestic demand fell by 12.1% in the quarter, mainly as a result of the supply reduction. Consequently, the domestic load factor came to 70.2%, 4.1 percentage points lower than in 3Q12.

2


 

 

International Market

In 3Q13, international market supply moved up by 25.8% over the same period last year, mainly due to the new flights to Santo Domingo, Miami and Orlando launched at the end of 2012. In year-to-date terms, international supply increased by 31.1%. GOL continues focused on assessing potential new markets.

 

The upturn in supply in 3Q13 contributed to the 18.1% increase in international demand. As a result, the international load factor stood at 64.2% in the quarter, 4.2 percentage points down on 3Q12. The increased representativeness of the flights to Santo Domingo, where around 85% of our seats are available for sale on our 737-800 NG aircraft, reduces our load factor indicator. In accordance with ANAC’s methodology, the load factor is calculated over the aircraft’s total capacity.

 

PRASK, RASK and Yield

In 3Q13, yield grew by 28.4% year-over-year, due to the Company’s strategy of attracting more high-value passengers, who prioritize flexibility, punctuality and last-minute competitive fares. As a result, PRASK and RASK moved up by 21.1% and 17.1%, respectively. In the coming months, we expect lower PRASK and yield growth, due to the strong comparative base in the same period last year.

 

The graph below shows that PRASK growth has outpaced the reduction in supply

 

 

Annual Variation in PRASK and Domestic ASK*

 


  

                                                                                                                                                                                                                          

(*) Company Figures for July 2013; National Civil Aviation Agency (ANAC) figures for other periods.                                                          

3


 

Key Operating Indicators

Operating and Financial Indicators

3Q13

3Q12

Chg. %

9M13

9M12

Chg. %

RPK Total (million)

8,659

9,586

-9.7%

25,199

27,787

-9.3%

ASK Total (million)

12,447

12,996

-4.2%

36,955

39,490

-6.4%

Total Load Factor

69.6%

73.8%

-4.2 p.p.

68.2%

70.4%

-2.2 p.p.

Break-Even Load Factor (BELF)

68.4%

81.2%

-12.8 p.p.

67.1%

76.8%

-9.8 p.p.

Revenue Passengers - Pax on Board (’000)

9,028

10,416

-13.3%

26,298

29,852

-11.9%

Aircraft Utilization (Block Hours/Day)

11.8

12.1

-2.4%

11.7

12.2

-4.0%

Departures

79,510

88,109

-9.8%

236,137

267,021

-11.6%

Average Stage Length (km)

894

868

3.1%

897

874

2.6%

Average Number of Operating Aircraft

120

131

-8.7%

121

133

-9.2%

Fuel consumption (million liters)

376

417

-9.9%

1,121

1,266

-11.5%

Employees at period end

16,209

18,356

-11.7%

16,209

18,356

-11.7%

YIELD net (R$ cents)

23.58

18.37

28.4%

22.50

19.03

18.3%

Passenger Revenue per ASK net (R$ cents)

16.41

13.55

21.1%

15.35

13.39

14.6%

RASK net (R$ cents)

17.92

15.30

17.1%

16.85

15.15

11.2%

CASK (R$ cents)

17.62

16.85

4.6%

16.57

16.54

0.2%

CASK ex-fuel (R$ cents)

10.28

9.63

6.7%

9.43

9.43

0.0%

Average Exchange Rate¹ 

2.29

2.03

12.8%

2.12

1.92

10.5%

End of period Exchange Rate¹

2.23

2.03

9.8%

2.23

2.03

9.8%

WTI (avg. per barrel, US$)²

105.82

92.20

14.8%

98.17

96.16

2.1%

Price per liter Fuel(R$)

2.43

2.25

8.3%

2.35

2.22

6.1%

Gulf Coast Jet Fuel Cost (avg. per liter, US$)³

0.78

0.79

-1.4%

0.77

0.78

-1.0%

1.     Source: Banco Central;

2.     Bloomberg; 

3.     Fuel expenses/liters consumed

 

Financial Debt Amortization Schedule (R$ million)

Year

Debt in

R$ million

% Total

% Real

%USD

2013

58

1.7%

61.2%

38.8%

2014

125

3.7%

59.9%

40.1%

2015

677

19.9%

99.7%

0.3%

2016

258

7.6%

100.0%

0.0%

2017

725

21.3%

35.4%

64.6%

After 2017

1,116

32.8%

0.1%

99.9%

No Maturity

446

13.1%

0.0%

100.0%

Total

3,405

100.0%

37.8%

62.2%

GOL’s loans and financing amortization profile, excluding interest and financial leasing, shows that the Company remains committed to reducing its short-term financial obligations, as can be seen from the position on September 30, 2013.

 

4


 

 

 

                Main Financial Ratios

Financial Ratios

3Q13

3Q12

Chg. %

2Q13

Chg. %

% of foreign currency debt (balance sheet)

76.2%

69.8%

+6.4 p.p.

76.6%

-0.5 p.p.

Cash and Equivalents as % of LTM Net Revenues

35.1%

22.9%

+12.2 p.p.

34.1%

+1.0 p.p.

Net Debt (R$ million)

2,574.2

3,380.2

-23.8%

2,827.4

-9.0%

Gross Debt (R$ million)

5,504.9

5,259.4

4.7%

5,594.5

-1.6%

Gross Adjusted Debt (R$ million)

10,104.2

9,692.3

4.2%

10,148.7

-0.4%

Net Adjusted Debt (R$ million)

7,173.4

7,813.1

-8.2%

7,381.6

-2.8%

Gross Adjusted Debt / EBITDAR (LTM)

10.9x

17.7x

-6.8 x

15.5x

-4.7x

Net Adjusted Debt / EBITDAR (LTM)

7.7x

14.3x

-6.6 x

11.3x

-3.6x

Net Financial Commitments / EBITDAR (LTM)

6.0x

11.1x

-5.1 x

9.2x

-3.2x

1-       Financial commitments (gross debt + operational leasing contracts, in accordance with note 30 to the interim financial statements) less cash and cash equivalents and short-term financial investments);

2-         Gross debt + LTM operational leasing expenses x 7;

3-       Adjusted gross debt less cash, short-term financial investments and restricted cash. Certain variation calculations in this report may not match due to rounding.

 

Operational Fleet

The Company closed the quarter with an operational fleet of 140 Boeing 737-700 and 800 NG aircraft with an average age of 7.2 years, and a total fleet of 149 aircraft.

 

Period End Fleet

3Q13

3Q12

Chg.

2Q13

Chg.

737-700

36

42

-6

37

-1

737-800

104

85

19

98

6

Total Operational

140

127

13

135

5

737-300*

8

20

-12

9

-1

767-300/200*

1

3

-2

1

0

Total Non-Operational

9

23

-14

10

-1

Total

149

150

-1

145

4

  * Aircraft not in GOL’s operations (Non-operational)

 

5


 

 

In 3Q13, the Company took delivery of six aircraft under operating lease contracts and returned one aircraft under an operating lease contract. In the first nine months, the Company also sub-leased five aircraft to Transavia Airlines, permitting greater seat supply flexibility, in line with the seasonality of the Brazilian and European markets.

 

The Company currently has eight B737-300s, five of these in the process of sale negotiations and the other three to be returned to the lessors by the end of the current year. In the first nine months of 2013, GOL returned 10 of these aircraft, one of which in September.

 

The Company leases its fleet through a combination of finance and operating leases. Out of the total of 141 aircraft, excluding Webjet’s, 95 were under operating leases and 46 were under finance leases. Of the 46 under finance leases, 40 have a purchase option when their leasing contracts terminate.

 

On September 30, 2013, the Company had 140 firm aircraft acquisition orders with Boeing, totaling around R$34.4 billion, excluding contractual discounts.  

 

Aircraft Commitments (R$ million)

2013

2014

2015

2016

>2016

Total

Aircraft Commitments*

186.1

1,680.5

1,668.8

1,736.3

29,122.5

34,394.3

  * Considers the list price of the aircraft

 

Also on September 30, 2013, of the commitments mentioned above, the Company had obligations of R$4.6 billion in pre-delivery payments, which will be disbursed as per the table below:

 

 

Pre-Delivery Payments (R$ million)

2013

2014

2015

2016

>2016

Total

Pre-Delivery Payments

35.1

226.2

323.4

140.9

3,830.4

4,556.1

 

The portion financed through long-term loans by U.S. Exim Bank with aircraft guarantees accounted for around 85% of the total aircraft cost. Other agents finance the acquisitions with equal or higher percentages, reaching up to 100%. 

 

The Company has been paying for the aircraft acquisitions with its own resources, loans, cash flow from operations, short and long-term credit lines and financing by the supplier.

 

Future Fleet Plan

Fleet Plan – End of Period

2013

2014

2015

2016

Boeing 737-700/800 NG

136

137

140

140

                 

Capex

GOL invested around R$188 million in 3Q13,  28% of which in the acquisition of aircraft (pre-delivery payments); around 71% in aircraft parts, reconfigurations and improvements; and around 1% in bases, IT and the expansion of the maintenance center in Confins, Minas Gerais (construction of the Wheel and Brake Workshop). 

 

6

 


 

 

The amounts described above include only additions to fixed assets (excluding divestments, write-offs and the reimbursement of aircraft pre-delivery deposits), and do not include additions related to the entry of aircraft under finance leases due to the non-incidence of cash effects at the moment of acquisition, as a result of the financing structure for this type of operation.

 

For more information on fixed assets, see note 17 to the financial statements.

                 

                 

 

Financial Guidance

Due to the impact of the adverse macroeconomic scenario, GOL may revise its guidance on a quarterly basis to incorporate any developments in its operating and financial performance, as well as any changes in interest, FX, GDP and WTI and Brent oil price trends.

 

The Company is maintaining its 2013 operating margin guidance at between 1% and 3%, as announced at the beginning of the year.

2013 Guidance

From

To

Real

9M13

Brazilian GDP Growth

2.0%

2.5%

N.D.

Annual Change in RASK

= or > 10%

11.2%

Annual Change in Domestic Supply (ASK)

Around -9%

-9.7%

CASK ex-fuel (R$ cents)

10.0

9.5

9.43

Average Exchange Rate (R$/US$)

2.20

2.10

2.12

Jet Fuel Price (QAV)*

2.48

2.38

2.35

Operating Margin (EBIT)

1%

3%

1.7%


(*)The per-liter fuel price considers total fuel and lubricant expenses divided by period consumption.

 

For 2014, GOL expects domestic supply to remain stable, with variation close to 0% in relation to 2013. We understand that the Company is close to its appropriate size given the current economic scenario.

 

The Company compares estimated with actual results after disclosing its financial statements for the full year. The results of these annual comparisons are available in Section 11 of the Company’s Reference Form.

 

7


 

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

 

REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

 

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 (the “Company”), included in the Interim Financial Information Form (ITR), for the three-month period ended September 30, 2013, which comprises the statement of financial position as of September 30, 2013 and the related statements of operations and comprehensive income for the three and nine-month periods then ended and statements of changes in equity and 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 CPC 21 (R1) - Interim Financial Reporting and the consolidated interim financial information in accordance with CPC 21 (R1) and IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of 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 Interim Financial Information (ITR) referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.

 

8

 


 

 

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 Interim Financial Information (ITR) referred to above is not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34 applicable to the preparation of Interim Financial Information (ITR) and presented in accordance with the standards issued by the CVM.

Other matters

Interim statements of value added

We also have reviewed the interim statements of value added (“DVA”), individual and consolidated, for the nine-month period ended September 30, 2013, prepared under the responsibility of 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, consistently with the individual and consolidated interim financial information taken as a whole.

Convenience translation

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

São Paulo, November 11, 2013

DELOITTE TOUCHE TOHMATSU

André Ricardo Aguillar Paulon

Auditores Independentes

Engagement Partner

 

 

9

 


 

 

Company Profile / Subscribed Capital

 

Number of shares

 

Current Quarter

09/30/2013

Paid-in capital

143,858,204

Preferred

135,003,122

Total

278,861,326

Treasury

2,146,725

Total

2,146,725

 

10

 


 

 

Individual Financial Statements / Statement of Financial Position – Assets

(In Thousands of Brazilian Reais)

Line code

Line item

Current Quarter 09/30/2013

Prior Year 12/31/2012

1

Total assets

2,387,269

2,754,027

1.01

Current assets

408,149

447,888

1.01.01

Cash and cash equivalents

394,527

247,145

1.01.02

Short-term investments

2,539

176,413

1.01.06

Recoverable taxes

10,353

6,693

1.01.07

Prepaid expenses

723

312

1.01.08

Other current assets

7

17,325

1.01.08.01

Non-current assets for sale

7

7

1.01.08.01.01

Restricted cash

7

7

1.01.08.03

Other

-

17,318

1.02

Noncurrent assets

1,979,120

2,306,139

1.02.01

Long-term assets

161,414

634,473

1.02.01.06

Deferred taxes

72,243

81,406

1.02.01.08

Related-party transactions

51,396

534,262

1.02.01.08.04

Others related-party transactions

51,396

534,262

1.02.01.09

Other noncurrent assets

37,775

18,805

1.02.01.09.03

Deposits

17,412

18,548

1.02.01.09.04

Restricted cash

20,363

257

1.02.02

Investments

970,860

779,168

1.02.03

Property, plant and equipment

846,846

892,498


 

 

 

11

 


 

 

Individual Financial Statements / Statement of Financial Position – Liabilities

(In Thousands of Brazilian Reais)

Line code

Line item

Current Quarter

09/30/2013

Prior Year

12/31/2012

2

Total liabilities

2,387,269

2,754,027

2.01

Current liabilities

63,911

48,557

2.01.01

Salaries, wages and benefits

1,301

590

2.01.01.02

Salaries, wages and benefits

1,301

590

2.01.02

Suppliers

1,778

46

2.01.03

Taxes payable

788

5,443

2.01.04

Short-term debt

38,527

41,980

2.01.05

Other liabilities

20,671

498

2.01.05.02

Other

20,671

498

2.01.05.02.04

Other liabilities

1,113

498

2.01.05.02.05

Derivatives transactions

19,558

-

2.01.06

Provisions

846

-

2.02

Noncurrent liabilities

1,688,987

1,972,642

2.02.01

Long-term debt

1,571,688

1,469,729

2.02.02

Other liabilities

117,299

502,913

2.02.02.01

Liabilities with related-party transactions

108,359

493,918

2.02.02.02

Other

8,940

8,995

2.02.02.02.03

Taxes payable

8,940

8,995

2.03

Shareholder’s equity

634,371

732,828

2.03.01

Capital

2,469,623

2,467,738

2.03.01.01

Issued capital

2,501,574

2,499,689

2.03.01.02

Cost on issued shares

(31,951)

(31,951)

2.03.02

Capital reserves

113,696

105,478

2.03.02.01

Premium on issue of shares

32,387

32,200

2.03.02.02

Special reserve

29,187

29,187

2.03.02.05

Treasury shares

(32,116)

(35,164)

2.03.02.07

Share-based payments

84,238

79,255

2.03.05

Accumulated losses

(2,520,574)

(1,771,806)

2.03.06

Equity valuation adjustments

571,626

(68,582)

2.03.06.01

Other comprehensive income

(39,416)

(68,582)

2.03.06.02

Change in equity through Public Offer

611,042

-

 

 

12

 


 

 

Individual Financial Statements / Statements of Profit or Loss

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

07/01/2012 to 09/30/2012

01/01/2012 to 09/30/2012

3.04

Operating expenses/income

(202,224)

(558,236)

(285,637)

(890,644)

3.04.02

General and administrative expenses

(6,976)

(16,966)

(4,595)

(15,205)

3.04.04

Other operating income

42,426

109,128

4,655

11,398

3.04.06

Equity in subsidiaries

(237,674)

(650,398)

(285,697)

(886,837)

3.05

Income before income taxes and financial income/expenses

(202,224)

(558,236)

(285,637)

(890,644)

3.06

Financial income/expenses

(21,091)

(187,050)

(23,417)

(169,148)

3.06.01

Financial income

6,102

17,350

5,355

36,524

3.06.01.01

Financial income

6,102

17,350

5,355

36,524

3.06.02

Financial expenses

(27,193)

(204,400)

(28,772)

(205,672)

3.06.02.01

Financial expenses

(50,393)

(133,946)

(28,756)

(106,211)

3.06.02.02

Exchange variation, net

23,200

(70,454)

(16)

(99,461)

3.07

Loss before income taxes

(223,315)

(745,286)

(309,054)

(1,059,792)

3.08

Income tax

(642)

(3,482)

(298)

(6,041)

3.08.01

Current

(1,423)

(3,408)

(277)

(4,293)

3.08.02

Deferred

781

(74)

(21)

(1,748)

3.09

Loss from continuing operations, net

(223,957)

(748,768)

(309,352)

(1,065,833)

3.11

Loss for the period

(223,957)

(748,768)

(309,352)

(1,065,833)

 

 

 

 

13

 


 

 

Individual Statements of Comprehensive Income

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current

YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

07/01/2012 to 09/30/2012

01/01/2012 to 09/30/2012

4.01

Loss for the period, net

(223,957)

(748,768)

(309,352)

(1,065,833)

4.02

Other comprehensive income

(130)

29,166

(5,366)

23,853

4.02.02

Cash flow hedges

(197)

44,191

(8,129)

36,141

4.02.03

Tax effect

67

(15,025)

2,763

(12,288)

4.03

Comprehensive loss for the period

(224,087)

(719,602)

(314,718)

(1,041,980)

 

14

 


 

 

Individual Financial Statements / Statements of Cash Flows – Indirect Method                                 

(In Thousands of Brazilian Reais)

 

 

Current

Quarter

Same Quarter

Prior Year

Line code

Line item

07/01/2013 to 09/30/2013

07/01/2012 to 09/30/2012

6.01

Net cash used in operating activities

258,226

(223,688)

6.01.01

Cash flows from operating activities

784,385

934,653

6.01.01.01

Depreciation and amortization

-

67

6.01.01.02

Deferred taxes

74

1,748

6.01.01.03

Equity in subsidiaries

650,398

886,837

6.01.01.04

Shared-based payments

4,295

10,973

6.01.01.05

Exchange and monetary variations, net

117,366

77,790

6.01.01.06

Interests on loans, net

99,457

79,607

6.01.01.08

Interests paid

(103,355)

(92,447)

6.01.01.09

Income tax paid

(3,408)

(4,293)

6.01.01.10

Unrealized results of hedge, net of taxes

19,558

-

6.01.01.12

Provision for aicraft return

-

(25,629)

6.01.02

Changes assets and liabilities

222,609

(92,508)

6.01.02.01

Deposits

1,136

(4,933)

6.01.02.02

Prepaid expenses and recoverable taxes

5,864

(290)

6.01.02.04

Tax obligations

(1,302)

2,176

6.01.02.07

Other obligations

2,010

1,859

6.01.02.08

Suppliers

1,732

(5,614)

6.01.02.11

Others assets

17,318

-

6.01.02.12

Financial applications used for trading

173,874

(85,706)

6.01.02.13

Salaries, wages and benefits

711

-

6.01.02.14

Dividends and interest on capital through subsidiary

21,266

-

6.01.03

Other

(748,768)

(1,065,833)

6.01.03.01

Net loss for the period

(748,768)

(1,065,833)

6.02

Net cash generated by (used in) investing activities

284,595

(150,648)

6.02.02

Restricted cash

(20,106)

(1,213)

6.02.04

Property, plant and equipment

45,653

(149,435)

6.02.05

Advance for future capital increase

(223,818)

-

6.02.06

Credit with related parties

482,866

-

6.03

Net cash generated by (used in) financing activities

(395,439)

256,820

6.03.03

Credit with related parties

(385,559)

299,318

6.03.04

Capital increase

1,885

579

6.03.06

Payments of loans and leases

(15,000)

(43,077)

6.03.07

Disposal of treasury shares

3,235

-

6.05

Net increase (decrease) in cash and cash equivalents

147,382

(117,516)

6.05.01

Cash and cash equivalents at beginning of the period

247,145

232,385

6.05.02

Cash and cash equivalents at end of the period

394,527

114,869

15 

 


 

 

Individual Financial Statements / Statements of Changes in Equity – From 01/01/2013 to 09/30/2013

(In Thousands of Brazilian Reais)

 

Line code

Line item

Capital stock

Capital reserves, options granted and treasury shares

Accumulated losses

Other comprehensive income

Total consolidated equity

5.01

Opening balance

2,467,738

105,478

(1,771,806)

(68,582)

732,828

5.03

Adjusted balance

2,467,738

105,478

(1,771,806)

(68,582)

732,828

5.04

Shareholders capital transactions

1,885

619,260

-

-

621,145

5.04.08

Share-based payments

1,885

4,983

-

-

6,868

5.04.09

Treasury shares sold

-

3,235

-

-

3,235

5.04.10

Change on equity through IPO

-  

611,042

-

-

611,042

5.05

Total comprehensive income (loss)

-

-

(748,768)

29,166

(719,602)

5.05.01

Accumulated losses

-

-

(748,768)

-

(748,768)

5.05.02

Other comprehensive income

-

-

-

29,166

29,166

5.05.02.07

Other comprehensive results, net

-

-

-

29,166

29,166

5.07

Closing balance

2,469,623

724,738

(2,520,574)

(39,416)

634,371

 

 

16 

 


 

 

Individual Financial Statements / Statement of Changes in Equity – From 01/01/2012 to 09/30/2012

(In Thousands of Brazilian Reais)

 

Line code

Line item

Capital stock

Capital reserves, options granted and treasury shares

Accumulated losses

Other comprehensive income

Total consolidated equity

5.01

Opening balance

2,284,549

260,098

(259,468)

(79,268)

2,205,911

5.03

Adjusted balance

2,284,549

260,098

(259,468)

(79,268)

2,205,911

5.04

Shareholders capital transactions

183,189

(171,637)

-

-

11,552

5.04.08

Share-based payments

-

10,973

-

-

10,973

5.04.10

Subscription of Capital on August 13, 2012

183,189

(183,189)

-

-

-

5.04.11

Advances for future capital increase

-

579

-

-

579

5.05

Total comprehensive income (loss)

-

-

(1,065,833)

23,853

(1,041,980)

5.05.01

Accumulated losses

-

-

(1,065,833)

23,853

(1,041,980)

5.07

Closing balance

2,467,738

88,461

(1,325,301)

(55,415)

1,175,483

 

17 

 


 

 

Individual Financial Statements / Statements of Value Added

(In thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Line code

Line item

01/01/2013 to 09/30/2013

01/01/2012 to 09/30/2012

7.01

Revenues

109,128

11,398

7.01.02

Other income

109,128

11,398

7.01.02.01

Other income operation

109,128

11,398

7.02

Acquired from third parties

(10,715)

(1,585)

7.02.02

Materials, energy, third-party services and other

(10,715)

(1,585)

7.03

Gross value added

98,413

9,813

7.04

Retentions

-

(67)

7.04.01

Depreciation, amortization and exhaustion

-

(67)

7.05

Added value produced

98,413

9,746

7.06

Value added received in transfer

(633,048)

(850,313)

7.06.01

Equity in subsidiaries

(650,398)

(886,837)

7.06.02

Finance income

17,350

36,524

7.07

Total wealth for distribution (distributed)

(534,635)

(840,567)

7.08

Wealth for distribution (distributed)

(534,635)

(840,567)

7.08.01

Employees

5,822

12,160

7.08.02

Taxes

3,911

7,434

7.08.03

Third party capital remuneration

204,400

205,672

7.08.03.03

Other

204,400

205,672

7.08.03.03.02

Financiers

204,400

205,672

7.08.04

Return on own capital

(748,768)

(1,065,833)

7.08.04.03

Loss for the period

(748,768)

(1,065,833)

18 

 


 

 

Consolidated Financial Statements / Statement of Financial Position – Assets

(In thousands of Brazilian Reais)

Line code

Line item

Current Quarter 09/30/2013

Prior Year 12/31/2012

1

Total assets

10,397,870

9,027,098

1.01

Current assets

3,501,759

2,087,983

1.01.01

Cash and cash equivalents

1,629,300

775,551

1.01.02

Short-term investments

1,117,137

585,035

1.01.02.01

Short-term investments fair value

1,117,137

585,035

1.01.02.01.03

Restrictive cash

161,869

7

1.01.02.01.04

Short-term investments

955,268

585,028

1.01.03

Trade receivables

368,947

325,665

1.01.04

Inventories

135,342

138,039

1.01.06

Recoverable taxes

92,902

110,999

1.01.07

Prepaid expenses

83,739

62,328

1.01.08

Other current assets

74,392

90,366

1.01.08.01

Other non-current assets

4,817

2,575

1.01.08.01.02

Deposits

4,817

2,575

1.01.08.03

Others

69,575

87,791

1.01.08.03.03

Other credits

51,399

68,921

1.01.08.03.04

Derivatives operation

11,504

10,696

1.01.08.03.05

Assets held for sale

6,672

8,174

1.02

Noncurrent assets

6,896,111

6,939,115

1.02.01

Long-term assets

1,396,662

1,353,385

1.02.01.06

Deferred and recoverable taxes

394,715

433,353

1.02.01.07

Prepaid expenses

28,596

35,456

1.02.01.09

Other noncurrent assets

973,351

884,576

1.02.01.09.03

Restricted cash

184,303

224,517

1.02.01.09.04

Deposits

782,923

654,621

1.02.01.09.05

Other credits

6,125

5,438

1.02.03

Property, plant and equipment

3,814,079

3,885,799

1.02.04

Intangible

1,685,370

1,699,931

1.02.04.01

Intangible

1,685,370

1,699,931

 

 

19

 


 

 

Consolidated Financial Statements / Statement of Financial Position – Liabilities

(In thousands of Brazilian Reais)

Line code

Line item

Current Quarter 09/30/2013

Prior Year 12/31/2012

2

Total liabilities

10,397,870

9,027,098

2.01

Current liabilities

3,367,279

4,061,693

2.01.01

Salaries, wages and benefits

227,705

207,518

2.01.01.02

Salaries, wages and benefits

227,705

207,518

2.01.02

Suppliers

434,665

480,185

2.01.03

Taxes payable

68,462

73,299

2.01.04

Short-term debt

450,162

1,719,625

2.01.05

Other liabilities

2,036,909

1,401,116

2.01.05.02

Others

2,036,909

1,401,116

2.01.05.02.04

Tax and landing fees

236,620

240,739

2.01.05.02.05

Advance ticket sales

1,209,459

823,190

2.01.05.02.06

Customer loyalty programs

165,718

124,905

2.01.05.02.07

Advances from customers

249,148

93,595

2.01.05.02.08

Other liabilities

148,311

61,935

2.01.05.02.09

Liabilities from derivative transactions

27,653

56,752

2.01.06

Provisions

149,376

179,950

2.02

Noncurrent liabilities

5,883,273

4,232,577

2.02.01

Long-term debt

5,054,734

3,471,550

2.02.02

Other liabilities

546,916

461,147

2.02.02.02

Others

546,916

461,147

2.02.02.02.03

Customer loyalty programs

451,516

364,307

2.02.02.02.04

Advances from customers

16,991

-

2.02.02.02.05

Tax obligations

54,602

47,597

2.02.02.02.06

Other liabilities

23,807

49,243

2.02.04

Provisions

281,623

299,880

2.03

Consolidated equity

1,147,318

732,828

2.03.01

Capital

2,356,295

2,354,410

2.03.01.01

Issued capital

2,501,574

2,499,689

2.03.01.02

Cost on issued shares

(145,279)

(145,279)

2.03.02

Capital reserves

113,696

105,478

2.03.02.01

Premium on issue of shares

32,387

32,200

2.03.02.02

Special reserve

29,187

29,187

2.03.02.05

Treasury shares

(32,116)

(35,164)

2.03.02.07

Share-based payments

84,238

79,255

2.03.05

Accumulated losses

(2,407,246)

(1,658,478)

2.03.06

Equity valuation adjustments

571,626

(68,582)

2.03.06.01

Other comprehensive income

(39,416)

(68,582)

2.03.06.02

Change on equity through Public Offer

611,042

-

2.03.09

Participation of non-controlling shareholders

512,947

-

 

20 

 


 

 

Consolidated Financial Statements /Statements of Profit or Loss

(In Thousands of Brazilian Reais)

 

Current Quarter

Current YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

07/01/2012 to 09/30/2012

01/01/2012 to 09/30/2012

3.01

Sales and services revenue

2,230,501

6,228,002

1,987,338

5,984,064

3.01.01

Passenger

2,042,142

5,670,810

1,760,050

5,286,304

3.01.02

Cargo and other

188,359

557,192

227,288

697,760

3.02

Cost of sales and services

(1,896,698)

(5,373,167)

(1,923,583)

(5,765,699)

3.03

Gross profit (loss)

333,803

854,835

63,755

218,365

3.04

Operating expenses/income

(296,768)

(751,703)

(264,411)

(766,405)

3.04.01

Selling expenses

(176,871)

(483,655)

(155,844)

(455,182)

3.04.01.01

Marketing expenses

(176,871)

(483,655)

(155,844)

(455,182)

3.04.02

General and administrative expenses

(162,323)

(377,176)

(113,222)

(322,621)

3.04.04

Other operating income

42,426

109,128

4,655

11,398

3.05

Income before income taxes and financial income/expenses

37,035

103,132

(200,656)

(548,040)

3.06

Financial income/expenses

(186,786)

(718,693)

(77,716)

(551,255)

3.06.01

Financial income

202,535

382,743

89,084

301,067

3.06.01.01

Financial income

202,535

382,743

89,084

301,067

3.06.02

Financial expenses

(389,321)

(1,101,436)

(166,800)

(852,322)

3.06.02.01

Exchange variation, net

(24,848)

(299,379)

(6,301)

(266,442)

3.06.02.02

Financial expenses

(364,473)

(802,057)

(166,800)

(852,322)

3.07

Loss before income taxes

(149,751)

(615,561)

(278,372)

(1,099,295)

3.08

Income tax (expenses)

(47,290)

(89,724)

(30,980)

33,462

3.08.01

Current

(27,735)

(56,107)

(597)

(5,192)

3.08.02

Deferred

(19,555)

(33,617)

(30,383)

38,654

3.09

Loss from continuing operations

(197,041)

(705,285)

(309,352)

(1,065,833)

3.11

Loss for the period

(197,041)

(705,285)

(309,352)

(1,065,833)

3.11.01

Attributable to shareholders of the Company

(223,957)

(748,768)

(309,352)

(1,065,833)

3.11.02

Attributable to non-controlling shareholders of the Company

26,916

43,483

-

-

 

 

21 

 


 

 

Consolidated Statements of Comprehensive Income

(In Thousands of Brazilian Reais)

 

 

Current Quarter

Current

YTD

Same Quarter Prior Year

Prior Year YTD

Line code

Line item

07/01/2013 to 09/30/2013

01/01/2013 to 09/30/2013

07/01/2012 to 09/30/2012

01/01/2012 to 09/30/2012

4.01

Loss for the period

(197,041)

(705,285)

(309,352)

(1,065,833)

4.02

Other comprehensive income

(130)

29,166

(5,366)

23,853

4.02.01

Cash flow hedges

(197)

44,191

(8,129)

36,141

4.02.02

Tax effect

67

(15,025)

2,763

(12,288)

4.03

Comprehensive loss for the period

(197,171)

(676,119)

(314,718)

(1,041,980)

4.03.01

Attributable to shareholders of the Company

(224,087)

(719,602)

(314,718)

(1,041,980)

4.03.02

Attributable to non-controlling shareholders

26,916

43,483

-

-

 

22 

 


 

Consolidated Financial Statements / Statements of Cash Flows – Indirect Method

(In Thousands of Brazilian Reais)

 

 

Current YTD

Prior Year YTD

Line code

Line item

01/01/2013 to 09/30/2013

01/01/2012 to 09/30/2012

6.01

Net cash provided by operating activities

156,093

315,903

6.01.01

Cash flows from operating activities

1,224,177

1,023,004

6.01.01.01

Depreciation and amortization

380,465

372,159

6.01.01.02

Allowance for doubtful accounts

22,133

4,029

6.01.01.03

Provisions for judicial deposits

12,370

10,792

6.01.01.05

Reversion for inventory obsolescence

(8,846)

(364)

6.01.01.06

Deferred taxes

33,617

(38,654)

6.01.01.07

Shared-based payments

4,983

10,973

6.01.01.08

Exchange and monetary variations, net

382,801

290,526

6.01.01.09

Interest on loans

202,833

181,111

6.01.01.10

Unrealized hedge income

47,925

13,658

6.01.01.14

Mileage program

128,022

155,902

6.01.01.15

Write-off property, plant and equipment and intangible assets

7,793

55,606

6.01.01.16

Profit share plan provision

10,081

-

6.01.01.17

Provisions

-

(25,629)

6.01.01.18

Impairment losses

-

(7,105)

6.01.02

Changes in assets and liabilities

(362,799)

358,732

6.01.02.01

Accounts receivable

(65,415)

(30,873)

6.01.02.02

Inventories

11,543

(1,211)

6.01.02.03

Deposits

(82,682)

40,776

6.01.02.04

Prepaid expenses, insurance and recovery taxes

28,731

86,577

6.01.02.05

Other assets

16,027

3,770

6.01.02.06

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