The accompanying notes are an integral part of
these unaudited interim condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
The transactions that don’t affect cash and cash
equivalents are presented in Note 32 of these unaudited interim condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
Gol Linhas Aéreas Inteligentes S.A. (“Company”
or “GOL”) is a limited liability company incorporated on March 12, 2004 under Brazilian laws. The Company’s bylaws states
that the corporate purpose is exercising the equity control of GOL Linhas Aéreas S.A. (“GLA”), which explores regular
and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally; development of loyalty
programs; services to maintain and repair aircraft, engines and parts; among others.
The Company’s
shares are traded on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and on the New York Stock Exchange (“NYSE”)
under the ticker GOLL4 and GOL, respectively. The Company adopts B3’s Special Corporate Governance Practices Level 2 and is part
of the Special Corporate Governance (“IGC”) and Special Tag Along (“ITAG”) indexes, created to distinguish companies
that commit to special corporate governance practices.
The Company’s
official headquarters are located at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São
Paulo, Brazil.
The Company’s corporate structure and equity
interest in the capital of its subsidiaries, on September 30, 2022, are shown below:
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
Entity |
Date of incorporation |
Location |
Principal
activity |
Type of control |
% of interest in the capital stock
in the capital stock |
September 30, 2022 |
December 31, 2021 |
GAC |
March 23, 2006 |
Cayman Islands |
Aircraft acquisition |
Direct |
100.00 |
100.00 |
Gol Finance Inc. |
March 16, 2006 |
Cayman Islands |
Fundraising |
Direct |
100.00 |
100.00 |
Gol Finance |
June 21, 2013 |
Luxembourg |
Fundraising |
Direct |
100.00 |
100.00 |
GLA |
April 9, 2007 |
Brazil |
Flight transportation |
Direct |
100.00 |
100.00 |
GTX |
February 8, 2021 |
Brazil |
Equity investments |
Direct |
100.00 |
100.00 |
Smiles Viagens |
August 10, 2017 |
Brazil |
Tourism agency |
Indirect |
100.00 |
100.00 |
Smiles Fidelidade Argentina (a) |
November 7, 2018 |
Argentina |
Loyalty program |
Indirect |
100.00 |
100.00 |
Smiles Viajes y Turismo (a) |
November 20, 2018 |
Argentina |
Tourism agency |
Indirect |
100.00 |
100.00 |
AirFim |
November 7, 2003 |
Brazil |
Investment fund |
Indirect |
100.00 |
100.00 |
Fundo Sorriso |
July 14, 2014 |
Brazil |
Investment fund |
Indirect |
100.00 |
100.00 |
| (a) | Companies with functional currency
in Argentine pesos (ARS). |
The subsidiaries GAC Inc., GOL Finance and
GOL Finance Inc. are entities incorporated with the specific purpose of continuing the financial operations and related to the Company's
fleet. They do not have an independent management structure and are unable to make independent decisions. Thus, the assets and liabilities
of these entities are consolidated in the parent company.
GTX S.A., directly controlled by the Company,
is in a pre-operational stage and its corporate purpose is to manage its own assets and participate in the capital of other companies.
Smiles Viagens e Turismo S.A. (“Smiles
Viagens”), has as main purpose intermediate travel organization services by booking or selling airline tickets, accommodation, tourism
packages, among others. The subsidiaries Smiles Fidelidade Argentina S.A. and Smiles Viajes Y Turismo S.A., both headquartered in Buenos
Aires, Argentina, have the purpose to promote operations of the Smiles Program and the sale of airline tickets in that country.
The investment funds Airfim and Fundo Sorriso,
controlled by GLA, have the characteristic of an exclusive fund and act as an extension to carry out operations with derivatives and investments,
so that the Company consolidates the assets and liabilities of this fund in its financial statements.
| 1.2. | Measures taken by Management regarding Covid-19 and the gradual resumption
of demand |
The first days of 2022 were impacted by a
significant increase in the number of cases of Covid-19, with the spread of the "Omicron" variant, which led to the cancellation
of flights by several companies in Brazil and in the world. Through its flexible business model based on a single type of fleet, GOL did
not observe impacts on its operation in the period, with regularity above 99% and market leadership in domestic routes with 38.5% of market
share in this month in January 2022.
The results of the third quarter demonstrate
a consistent recovery in demand, started in the second quarter of 2022, and with plans to return to pre-pandemic levels in the coming
quarters, with the Company having increased the domestic offer, measured by the ASK, in 28.1% on this quarter compared to the same period
in 2021 and observed an increase of 27.4% in domestic demand, measured by RPK following the same comparison.
In order to keep up with the resumption of
demand and increase its positioning in the regional market, the Company, in addition to inaugurating new routes in this market, also signed
agreements with new partners and expanded frequencies on previously operated routes.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The Company, through its Executive Committee,
which is entirely formed by the management board members, works promptly to support society, monitor demand, and define financial and
operational strategies.
1.2.1
Impacts on the unaudited interim condensed consolidated financial
statements
Throughout 2022, the operational network resumed
and the offer normalized at levels close to 2019, however the result for the period bears the impacts of the pandemic period that led
to a reduction in the network.
Like all other business organizations, the Company
is unable to foresee the duration of the pandemic and the continued extent of the impacts caused by it on future business, results and
cash generation. For this reason, when preparing these unaudited interim condensed consolidated financial statements, the Management considered
the most recent forecasts available, duly reflected in the Company's business plans. In the period ended in September 30, 2022, no adjustment
was needed regarding impairments on the Company’s Recoverable taxes, Deferred tax assets, Property, plant & equipment, and Intangible
assets.
| 1.3. | Measures taken by Management regarding
the Russian invasion of Ukraine |
On February 24, 2022, Russia started a military
invasion of Ukraine, marking a sharp escalation in the existing conflict between these countries. The invasion received widespread condemnation
from the international community, including sanctions aimed at crippling the Russian economy.
As a result of the invasion, Brent and WTI
oil and Heating Oil and Jet Fuel distillates prices rose sharply and remain quoted close to 100 dollars with differentials at historical
highs, during the year 2022, with a direct impact on aircraft fuel expenses. In view of this increase, the Company uses its capacity management
to optimize the pricing of its fares, increase productivity and cost optimization, in addition to evaluating protection strategies of
future exposure and participate in sectoral negotiations in order to mitigate the impact on the operational margin.
| 1.4. | Capital structure and net working
capital |
On September 30, 2022, the net working capital
is negative by R$10,596,009 (negative by R$8,393,753 on December 31, 2021). The variation is mainly related to the increase in advance
ticket sales and mileage program, as of September 30, 2022 the amount of these obligations is R$5,250,098 (R$3,969,251 on December 31,
2021), which are expected to be substantially recognized with services provided by the Company.
On September 30, 2022, the Company also had a
deficit attributed to equity holders of the parent company of R$21,723,443 (R$21,053,678 on December 31, 2021). The variation observed
is mainly due to loss for the period, partially offset by the capital increase carried out in the context of the investment agreement
with American Airlines (Note 1.5).
The operations of the Company are sensitive to
changes in the economic scenario and to the volatility of the Real, given that around 93.7% of its indebtedness (loans and financing and
leases) are exposed to the U.S. dollar (“US$”) and 47.5% of its costs are also pegged to the U.S. currency, and its ability
to adjust the price of fees charged from its customers to recapture the change of the US$ depends on the rational (offer) capacity and
behavior of competitors.
Over the past five years, Management has taken
many measures to adapt the size of GOL’s fleet to demand, matching the supply of seats to the level of demand and thus keeping high
load factors, reducing costs and adjusting its capital structure, as well as implementing initiatives to restructure its balance sheet.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
Our unaudited interim condensed consolidated
financial statements have been prepared on the assumption of the Company as a going concern, which includes the continuity of operations,
realization of assets and compliance with liabilities and commitments in the usual course of business, in conformity with the business
plan prepared by Management, reviewed and approved by the Board of Directors annually.
Although there is still a substantial uncertainty
about how long it will take the airline industry to recover, and that leads to material uncertainty about our ability to continue as a
going concern, the unaudited interim condensed consolidated financial statements as of September 30, 2022, do not include any adjustment
that may result from inability to continue operating.
| 1.5. | American Airlines investment agreement |
In the period ended September 30, 2022, GOL
and American Airlines formalized an agreement to expand their commercial cooperation, with an investment of R$948,320, paid in cash by
American Airlines for 22,224,513 preferred shares of the Company.
As of this transaction, American Airlines has
the right to appoint one member to the Company's Board of Directors for the next 3 years, having appointed Mr. Anmol Bhargava.
The exclusive codeshare agreement deepens the
relationship between the two airlines, with greater travel opportunities for passengers and enhancements to the customer experience and
GOL's competitive position on routes connecting North and South America.
| 1.6. | Acceleration of fleet transformation |
Following the plan disclosed
in the fiscal year ended December 31, 2021, GOL continued the execution of fleet transformation acceleration plan on September 30, 2022,
receiving 16 Boeing 737-MAX aircraft though leasing contracts, 4 of which have purchase option.
The Boeing 737-MAX consumes
around 15% less fuel and produces around 16% less carbon and 40% less noise, besides having a longer flight range when compared to Boeing
737-NG aircraft.
With the demand’s
recovery, the advanced vaccination in several markets, operations are resuming pre-pandemic levels and macroeconomic variables linked
to costs due to the oil barrel price significantly higher, there is an increased need to accelerate the replacement of the current fleet
of 737 NG with the objective of operational efficiency gains.
In addition, the Company
managed to obtain agreements to acquire new 737 MAX aircraft with more favorable conditions compared to the pre-pandemic period, due to
new facility lines to finance these aircraft and balance the Company's financing portfolio.
Due to the fleet transformation,
Company will return 737-NG aircraft, with relevant future disbursements estimated, as disclosed in Note 23.2, which may be compensated
with deposits disclosed in Note 10.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 1.7. | Landmark cargo and logistics services
agreement |
In April 2022, Company
signed a 10-year cargo service agreement with Mercado Livre. The agreement includes a dedicated freighter fleet of six Boeing 737-800
with the possibility of including another six cargo aircraft by 2025, in the quarter ended September 30, 2022, the Company received the
first two cargo aircraft, having started operations in September of 2022.
GOL’s agreement
with Mercado Livre is part of the Company’s investment to serve the needs of the growing Brazilian e-commerce market. As a result,
the Company plans to increase its range of services and available cargo carrying capacity in tonnes 2023 to generate additional incremental
revenue.
| 1.8. | Agreement between Avianca’s
controlling shareholder and main investors |
On May 11, 2022, the
Company received a notice from its controlling shareholder MOBI Fundo de Investimento em Ações Investimento no Exterior
("MOBI FIA") announcing the execution of a Master Contribution Agreement with the major shareholders of Investment Vehicle 1
Limited ("Avianca Holding"), including Kingsland International Group S.A., Elliott International L.P. and South Lake One LLC.
Under the terms of the
Master Contribution Agreement, MOBI FIA will contribute with its shares in GOL and the Avianca Holding principal investors will contribute
with their shares in Avianca Holding to create a private company incorporated under the laws of England and Wales. GOL and Avianca will
continue to operate independently and maintain their respective brands and cultures.
The Transaction is subject
to customary closing conditions set forth in the Master Contribution Agreement, including certain regulatory approvals. As of September
30, 2022, there are no impacts on the Company's unaudited interim condensed consolidated financial statements.
| 1.9. | Acquisition of MAP Transportes Aéreos |
On June 8, 2021, GOL signed an agreement to acquire
MAP Transportes Aéreos Ltda., a domestic Brazilian airline with routes from Congonhas Airport in São Paulo to regional destinations,
considering the Company's commitment to expand the air transportation demand and rationally consolidate in the domestic market as the
country's economy recovers from Covid-19.
On December 30, 2021, through SG Order 1929/2021,
the Administrative Council for Economic Defense (CADE) approved the operation without restrictions. The transaction closing is subject
to other conditions, which have not yet been fulfilled. Therefore, on September 30, 2022, there are no impacts on the Company's unaudited
interim condensed consolidated financial statements.
MAP will be acquired for R$28 million, to be
paid upon satisfaction of all closing conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash
to be paid in twenty-four monthly installments. At closing, the Company will assume up to R$100 million in MAP's financial obligations.
This transaction should bring as main benefits:
(i) expansion to new routes; (ii) offering higher seat density to historically underserved markets; and (iii) enhancing cost-efficient
operations.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
On September 15, 2022, the Company entered into
settlement agreements with the Comptroller General of Brazil (Controladoria Geral da União or “CGU”), the U.S.
Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) for the settlement of their
investigations into payments made through GOL in 2012 and 2013 to politically exposed persons, including Brazilian government officials,
resulting from a report by GOL in December 2016 to the SEC and the Brazilian Securities Commission (Comissão de Valores Mobiliários
or “CVM”) as noted in the Company’s Form 20-F.
Under the settlement agreements in which the
authorities recognized GOL’s cooperation and remedial acts, which included compliance program, internal controls, and anti-corruption
procedures: (a) GOL agreed to pay a total amount of US$3.4 million to CGU (to be deducted from the payments due to the DOJ and SEC as
described below); (b) DOJ agreed to a three-year deferred prosecution agreement in which no compliance monitor will be required and GOL
agrees to report to DOJ annually for three years regarding remediation and implementation of compliance measures related to its anti-corruption
policies, procedures, and practices; (c) GOL agreed to pay US$17.0 million to DOJ and US$24.5 million to SEC in fines, disgorgement, and
pre-judgment interest related to certain payroll tax and fuel tax reductions in 2012 and 2013 that benefitted GOL along with other airlines
and companies, of which total initial payments in an aggregate of US$12.6 million was paid to DOJ and SEC in September 2022 with the remainder
of the payments due periodically over a two-year period; and (d) payment of up to US$3.4 million by GOL to CGU as described above will
be credited by DOJ and SEC and can be deducted from the payments due to them.
| 2. | Management’s
statement, basis for preparing and presenting the unaudited interim condensed consolidated financial statements |
The Company’s unaudited interim condensed
consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”)
issued by the International Accounting Standards Board (“IASB”).
The Company’s unaudited interim condensed
consolidated financial statements were prepared using the Brazilian Real (“R$”) as the functional and presentation currency.
Figures are expressed in thousands of Brazilian reais, except when stated otherwise. The items disclosed in foreign currencies are duly
identified, when applicable.
The preparation of the Company’s unaudited
interim condensed consolidated financial statements requires Management to make judgments, use estimates, and adopt assumptions affecting
the stated amounts of revenues, expenses, assets, and liabilities. However, the uncertainty inherent in these judgments, assumptions,
and estimates could give rise to results that require a material adjustment of the book value of certain assets and liabilities in future
periods.
The Company is continually reviewing its judgments,
estimates, and assumptions.
Management, when preparing these unaudited interim
condensed consolidated financial statements, used the following disclosure criteria, considering regulatory aspects and the relevance
of the transactions to understand the changes in the Company’s economic and financial position and its performance since the end
of the fiscal year ended December 31, 2021, as well as the update of relevant information included in the annual financial statements
related to the year ended December 31, 2021 disclosed on March 15, 2022.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
Management confirms that all the material information
in these unaudited interim condensed consolidated financial statements are being demonstrated and corresponds to the information used
by Management in the development of its business management activities.
The unaudited interim condensed consolidated
financial statements have been prepared based on historical cost, with the exception of the following material items recognized in the
statements of financial positions:
| · | cash, cash equivalents and financial
investments measured at fair value; |
| · | derivative financial instruments measured
at fair value; and |
| · | investments accounted for using the
equity method. |
The Company’s unaudited interim condensed
consolidated financial statements for the period ended September 30, 2022, has been prepared assuming that it will continue as a going
concern, realizing assets and settling liabilities in the normal course of business, as per Note 1.4.
In order to maintain the comparability between
the periods, the Company reviewed aggregations in the presentation of Financial results in the statement of operations related to nine-month
period ended September 30, 2021, in accordance with IAS 1 - “Presentation of Financial Statements”.
| 3. | Approval of unaudited interim condensed
consolidated financial statements |
The approval and authorization for the issuance
of these unaudited interim condensed consolidated financial statements took place at the Board of Directors’ meeting held on October
26, 2022.
| 4. | Summary of significant accounting
practices |
The unaudited interim condensed consolidated
financial statements were prepared based on policies, accounting practices and estimate calculation methods adopted and presented in detail
in the annual financial statements related to the year ended December 31, 2021, issued on March 15, 2022.
| 4.1. | New accounting standards and pronouncements
adopted in the period |
The following amendments to accounting standards
became effective for periods beginning after January 1, 2022:
| · | Onerous contracts – Costs of
fulfilling a contract (Amendments to IAS 37); |
| · | Property, plant and equipment –
Proceeds
before intended use (Amendments to IAS 16); |
| · | Financial instruments - Fees in the
’10 per cent’ test for derecognition of financial liabilities (Amendments to IFRS 9); |
| · | Annual improvements to IFRS Standards
2018-2020 (Amendments to IFRS 1, IFRS 16 and IAS 41); and |
| · | References to Conceptual Framework
(Amendments to IFRS 3). |
These
changes did not impact the Company's unaudited interim condensed consolidated financial statements. Additionally, in the period ended
September 30, 2022, no new standards or pronouncements were published which are expected to impact the Company's unaudited interim condensed
consolidated financial statements. Finally, the Company did not opt for
the early adoption of standards or pronouncements.
| 4.2. | Transactions in foreign currency |
Foreign currency transactions are recorded at
the exchange rate change prevailing on the date on which the transactions take place. Monetary
assets and liabilities designated in foreign currency are calculated based on the exchange rate change on the balance sheet date. Any
difference resulting from the translation of currencies is recorded under the item “Monetary and foreign exchange rate variation,
net” in the statement of operations.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The exchange rate changes in reais in effect on
the base date of these unaudited interim condensed consolidated financial statements are as follows:
|
Final Rate |
Average Rate |
|
September 30, 2022 |
December 31, 2021 |
September 30, 2022 |
September 30, 2021 |
U.S. Dollar |
5.4066 |
5.5805 |
5.1325 |
5.3317 |
Argentinian Peso |
0.0367 |
0.0543 |
0.0433 |
0.0572 |
|
|
|
|
|
Under normal economic and social conditions,
the Company expects revenues and operating income (expense) from its flights to be at their highest levels in the summer and winter vacation
periods, in January and July, respectively, and during the last weeks of December and in the year-end holiday period. Given the high proportion
of fixed costs, this seasonality tends to drive changes in operating income (expense) across the fiscal-year quarters. In the current
context, operations follow indicating the continuity of the resumption of operational numbers prior to the pandemic period, given the
decline in the number of cases and deaths caused by Covid-19.
| 6. | Cash and cash equivalents |
|
September 30, 2022 |
December 31, 2021 |
Cash and bank deposits |
140,155 |
116,123 |
Cash equivalents |
9,018 |
370,135 |
Total |
149,173 |
486,258 |
The breakdown of cash equivalents is as follows:
|
September 30, 2022 |
December 31, 2021 |
Local currency |
|
|
Private bonds |
14 |
329,235 |
Automatic deposits |
8,978 |
40,873 |
Total local currency |
8,992 |
370,108 |
|
|
|
Foreign currency |
|
|
Private bonds |
26 |
27 |
Total foreign currency |
26 |
27 |
|
|
|
Total |
9,018 |
370,135 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
|
Weighted average rate (p.a.) |
September 30, 2022 |
December 31, 2021 |
Local currency |
|
|
|
Government bonds |
91.9% of CDI |
3,770 |
2,042 |
Private bonds |
98.1% of CDI |
291,673 |
288,056 |
Investment funds |
78.6% of CDI |
10,740 |
12,042 |
Total local currency |
|
306,183 |
302,140 |
|
|
|
|
Foreign currency |
|
|
|
Private bonds |
|
- |
33,570 |
Investment funds |
|
132,301 |
37,979 |
Total foreign currency |
|
132,301 |
71,549 |
|
|
|
|
Total |
|
438,484 |
373,689 |
|
|
|
|
Current |
|
345,313 |
291,363 |
Non-current |
|
93,171 |
82,326 |
Of the total amount recorded on September 30,
2022, R$ 305,039 (R$333,984 on December 31, 2021), refer to investments used as guarantees linked to deposits for lease operations, derivative
financial instruments, lawsuits and loans and financing.
|
September 30, 2022 |
December 31, 2021 |
Local currency |
|
|
Credit card administrators |
242,874 |
200,601 |
Travel agencies |
395,856 |
439,698 |
Cargo agencies |
43,457 |
27,418 |
Airline partner companies |
16,488 |
11,921 |
Other |
1,209 |
18,852 |
Total local currency |
699,884 |
698,490 |
|
|
|
Foreign currency |
|
|
Credit card administrators |
109,188 |
77,379 |
Travel agencies |
115,050 |
38,999 |
Cargo agencies |
1,018 |
211 |
Airline partner companies |
22,916 |
27,863 |
Other |
22,004 |
27,021 |
Total foreign currency |
270,176 |
171,473 |
|
|
|
Total |
970,060 |
869,963 |
|
|
|
Allowance for expected loss on trade receivables |
(18,723) |
(19,280) |
|
|
|
Total trade receivables |
951,337 |
850,683 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The aging list of trade receivables, net of allowance
for expected loss on trade receivables accounts, is as follows:
|
September 30, 2022 |
December 31, 2021 |
Not yet due |
|
|
Until 30 days |
769,727 |
607,968 |
31 to 60 days |
95,569 |
82,132 |
61 to 90 days |
266 |
55,265 |
91 to 180 days |
1,146 |
33,491 |
181 to 360 days |
22,112 |
1,096 |
Above 360 days |
5 |
379 |
Total not yet due |
888,825 |
780,331 |
|
|
|
Overdue |
|
|
Until 30 days |
32,725 |
31,302 |
31 to 60 days |
8,333 |
5,722 |
61 to 90 days |
3,474 |
2,172 |
91 to 180 days |
2,717 |
7,566 |
181 to 360 days |
2,608 |
8,911 |
Above 360 days |
12,655 |
14,679 |
Total overdue |
62,512 |
70,352 |
|
|
|
Total |
951,337 |
850,683 |
The changes in an expected loss on trade receivables
are as follows:
|
September 30, 2022 |
December 31, 2021 |
Balance at the beginning of the year |
(19,280) |
(18,047) |
(Additions) Reversals |
557 |
(1,233) |
Balances at the end of the period |
(18,723) |
(19,280) |
|
September 30, 2022 |
December 31, 2021 |
Consumables |
25,722 |
20,585 |
Parts and maintenance materials |
331,849 |
201,470 |
Advances to suppliers |
62,168 |
47,530 |
Total |
419,739 |
269,585 |
The changes in the provision for obsolescence
are as follows:
|
September 30, 2022 |
December 31, 2021 |
Balances at the beginning of the year |
(6,176) |
(12,862) |
Additions |
(575) |
(687) |
Write-offs |
957 |
7,373 |
Balances at the end of the period |
(5,794) |
(6,176) |
|
September 30, 2022 |
December 31, 2021 |
Maintenance deposits |
1,144,670 |
1,000,995 |
Court deposits |
589,799 |
575,917 |
Deposit in guarantee for lease agreements |
433,653 |
372,114 |
Total |
2,168,122 |
1,949,026 |
|
|
|
Current |
394,305 |
191,184 |
Non-current |
1,773,817 |
1,757,842 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 10.1. | Maintenance deposits |
The Company makes deposits in U.S. dollars for
the maintenance of aircraft and engines, which will be used in future events as established in certain lease agreements. The Company has
the right to choose to carry out the maintenance internally or through its suppliers.
Maintenance deposits do not exempt the Company,
as a lessee, from contractual obligations related to the maintenance or the risk associated with operating activities. These deposits
can be replaced by bank guarantees or letters of credit (SBLC - stand by letter of credit) as according to the conditions established
in the aircraft lease. These letters can be executed by the lessors if the maintenance of the aircraft and engines does not occur according
to the review schedule. Several aircraft lease agreements do not require maintenance deposits and have credit bills to ensure the maintenance
is carried out in the scheduled periods. Until September 30, 2022, no credit bill had been executed against the Company.
The Company has two categories of maintenance
deposits:
| · | Maintenance guarantee: refers
to one-time deposits that are refunded at the end of the lease, and can also be used in maintenance events, depending on negotiations
with lessors. The balance of these deposits on September 30, 2022 was R$278,224 (R$262,061 on December 31, 2021). |
| · | Maintenance reserve: refers
to amounts paid monthly based on the use of components and can be used in maintenance events as set by an agreement. On September 30,
2022, the balance referring to such reserves was R$866,446 (R$738,934 on December 31, 2021). |
Court deposits and blocks represent guarantees
of tax, civil and labor lawsuits, kept in court until the resolution of the disputes to which they are related. Part of the court deposits
refers to civil and labor lawsuits arising from succession requests in lawsuits filed against Varig S.A. or also labor lawsuits filed
by employees who do not belong to GLA or any related party. Considering that Management does not believe that the Company is legally responsible
for such claims and the release of the court deposits has been claimed.
| 10.3. | Deposits in guarantee for leases agreements |
As required by the lease agreements, the Company
makes guarantee deposits (in U.S. dollars) to the leasing companies, which can be redeemed if replaced by other bank guarantees or fully
redeemed at maturity.
| 11. | Advance to suppliers and third parties
|
|
September 30, 2022 |
December 31, 2021 |
Advance to domestic suppliers |
227,713 |
255,024 |
Advances to international suppliers |
161,762 |
42,524 |
Advance for materials and repairs |
62,542 |
48,932 |
Total advances to suppliers |
452,017 |
346,480 |
|
|
|
Current |
382,232 |
270,342 |
Non-current |
69,785 |
76,138 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
|
September 30, 2022 |
December 31, 2021 |
IRPJ and CSLL prepayments |
51,791 |
51,282 |
PIS and COFINS to recover |
175,578 |
185,827 |
Value added tax (VAT) abroad |
10,093 |
4,035 |
Other |
11,162 |
8,223 |
Total |
248,624 |
249,367 |
|
|
|
Current |
226,907 |
176,391 |
Non-current |
21,717 |
72,976 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 13.1. | Deferred tax assets (liabilities) |
The positions of deferred assets and liabilities
are presented below and comply with the enforceable offset legal rights that consider taxes levied by the same tax authority under the
same tax entity.
|
December 31, 2021 |
Statement of operations |
Shareholders’ Equity(*) |
September 30, 2022 |
Deferred taxes assets (liabilities) – GOL and Smiles Argentina |
|
|
|
|
Income tax losses carry forward |
50,385 |
- |
- |
50,385 |
Negative basis of social contribution |
18,137 |
- |
- |
18,137 |
Temporary differences: |
|
|
|
|
Allowance for expected loss on other credits |
7,132 |
(4,263) |
- |
2,869 |
Provision for legal proceedings and tax liabilities |
(94) |
(31) |
- |
(125) |
Others |
239 |
- |
68 |
307 |
Total deferred taxes – assets |
75,799 |
(4,294) |
68 |
71,573 |
Deferred taxes assets (liabilities) – GLA |
|
|
|
|
|
|
|
|
Temporary differences: |
|
|
|
|
Slots |
(353,226) |
- |
- |
(353,226) |
Depreciation of engines and parts for aircraft maintenance |
(202,522) |
(10,201) |
- |
(212,723) |
Breakage provision |
(197,246) |
(83,832) |
- |
(281,078) |
Goodwill amortization for tax purposes |
(143,297) |
(35,185) |
- |
(178,482) |
Derivative transactions |
(502) |
17,163 |
- |
16,661 |
Allowance for expected loss on trade receivable and other credits |
209,141 |
(2,461) |
- |
206,680 |
Provision for aircraft and engine return |
310,746 |
35,353 |
- |
346,099 |
Provision for legal proceedings and tax liabilities |
243,826 |
32,826 |
- |
276,652 |
Aircraft leases and others |
84,500 |
62,265 |
- |
146,765 |
Others |
48,169 |
(29,563) |
- |
18,606 |
Total deferred taxes – liabilities |
(411) |
(13,635) |
- |
(14,046) |
Total effect of deferred taxes - Income (Expenses) |
- |
(17,929) |
- |
- |
(*) Exchange rate change recognized
in other comprehensive income.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The Company’s Management considers that
the deferred assets and liabilities recognized on September 30, 2022 from temporary differences will be realized in proportion to realization
of their bases and the expectation of future results.
The Management estimates that active deferred
tax credits, recorded on tax losses and a negative social contribution base, may be realized as follows:
Year |
Amount |
2022 |
11,329 |
2023 |
21,522 |
2024 |
20,290 |
2025 |
14,816 |
2026 |
565 |
Total |
68,522 |
The direct subsidiary GLA has tax losses and
negative bases of social contribution in the determination of taxable profit, to be offset against 30% of future annual tax profits, with
no prescription period, not recorded in the balance sheet, in the following amounts:
|
GLA |
|
September 30, 2022 |
December 31, 2021 |
Accumulated income tax losses |
13,985,827 |
12,076,378 |
Potential tax credit |
4,755,181 |
4,105,969 |
The reconciliation of tax expenses and multiplying
the loss before income tax and social contribution by the nominal tax rate for nine-month periods ended September 30, 2022 and 2021 is
as follows:
|
September 30, 2022 |
September 30, 2021 |
Loss before income tax and social contribution |
(1,767,685) |
(4,534,762) |
Combined tax rate |
34% |
34% |
Income at the statutory tax rate |
601,013 |
1,541,819 |
|
|
|
Adjustments to calculate the effective tax rate: |
|
|
Tax rate difference on results of offshore subsidiaries |
(31,556) |
(99,594) |
Non-deductible expenses, net |
(121,906) |
(86,385) |
Exchange rate change on foreign investments |
14,649 |
(56,590) |
Benefit (not constituted) on tax losses and temporary differences |
(486,898) |
(1,138,970) |
Total income taxes |
(24,698) |
160,280 |
|
|
|
Income tax and social contribution |
|
|
Current |
(6,769) |
(48,944) |
Deferred |
(17,929) |
209,224 |
Total taxes loss |
(24,698) |
160,280 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 14. | Property, plant and equipment |
The breakdown of and changes in property, plant
and equipment are as follows:
|
|
December 31, 2021 |
|
|
|
|
September 30, 2022 |
|
|
Weighted average rate (p.a.) |
Historical cost |
Accumulated depreciation |
Net opening balance |
Additions |
Contractual amendments |
Depreciation |
Write-offs and transferss |
Net ending balance |
Historical cost |
Accumulated depreciation |
Flight equipment |
|
|
|
|
|
|
|
|
|
|
|
Aircraft - RoU(1) with purchase option |
10.30% |
- |
- |
- |
1,150,661 |
- |
(43,056) |
- |
1,107,605 |
1,150,661 |
(43,056) |
Aircraft - RoU(1) with no purchase option |
17.18% |
7,127,628 |
(1,958,755) |
5,168,873 |
1,220,587 |
(152,547) |
(740,767) |
(10,348) |
5,485,798 |
8,111,343 |
(2,625,545) |
Spare parts and engines - Own (3) (4) |
7.15% |
2,062,646 |
(963,949) |
1,098,697 |
183,538 |
- |
(108,581) |
(6,087) |
1,167,567 |
2,229,891 |
(1,062,324) |
Spare parts and engines – RoU |
31.38% |
129,223 |
(62,908) |
66,315 |
9,992 |
(378) |
(22,927) |
- |
53,002 |
138,837 |
(85,835) |
Aircraft and engine improvements |
39.99% |
3,143,372 |
(2,370,691) |
772,681 |
347,688 |
- |
(256,212) |
(14,437) |
849,720 |
3,312,175 |
(2,462,455) |
Tools |
10.00% |
56,826 |
(32,327) |
24,499 |
5,188 |
- |
(2,950) |
(15) |
26,722 |
61,996 |
(35,274) |
|
|
12,519,695 |
(5,388,630) |
7,131,065 |
2,917,654 |
(152,925) |
(1,174,493) |
(30,887) |
8,690,414 |
15,004,903 |
(6,314,489) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-aeronautical property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
Vehicles |
20.00% |
11,076 |
(9,915) |
1,161 |
201 |
- |
(313) |
- |
1,049 |
11,277 |
(10,228) |
Machinery and equipment |
10.00% |
62,837 |
(50,824) |
12,013 |
1,138 |
- |
(1,454) |
(13) |
11,684 |
63,199 |
(51,515) |
Furniture and fixtures |
10.00% |
32,508 |
(22,024) |
10,484 |
1,351 |
- |
(1,441) |
(4) |
10,390 |
33,665 |
(23,275) |
Computers, peripherals and equipment |
19.73% |
49,636 |
(40,869) |
8,767 |
3,598 |
- |
(2,716) |
(11) |
9,638 |
51,722 |
(42,084) |
Computers, peripherals and equipment – RoU |
31.47% |
23,210 |
(20,251) |
2,959 |
1,816 |
- |
(2,635) |
- |
2,140 |
25,026 |
(22,886) |
Third-party property improvements |
20.27% |
183,345 |
(166,832) |
16,513 |
3 |
- |
(7,354) |
- |
9,162 |
183,300 |
(174,138) |
Third-party properties – RoU |
7.97% |
28,819 |
(24,186) |
4,633 |
171,084 |
52,725 |
(14,027) |
- |
214,415 |
252,135 |
(37,720) |
Construction in progress |
- |
15,410 |
- |
15,410 |
1,272 |
- |
- |
- |
16,682 |
16,682 |
- |
|
|
406,841 |
(334,901) |
71,940 |
180,463 |
52,725 |
(29,940) |
(28) |
275,160 |
637,006 |
(361,846) |
|
|
|
|
|
|
|
|
|
|
|
|
Impairment losses (2) |
- |
(26,854) |
- |
(26,854) |
5,450 |
- |
- |
- |
(21,404) |
(21,404) |
- |
Total property, plant and equipment in use |
|
12,899,682 |
(5,723,531) |
7,176,151 |
3,103,567 |
(100,200) |
(1,204,433) |
(30,915) |
8,944,170 |
15,620,505 |
(6,676,335) |
|
|
|
|
|
|
|
|
|
|
|
|
Advances to suppliers |
- |
499,019 |
- |
499,019 |
156,081 |
- |
- |
(118,769) |
536,331 |
536,331 |
- |
Total |
|
13,398,701 |
(5,723,531) |
7,675,170 |
3,259,648 |
(100,200) |
(1,204,433) |
(149,684) |
9,480,501 |
16,156,836 |
(6,676,335) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2) | Refers to provisions for impairment
losses for rotable items (spare parts), classified under “Parts and spare engines", recorded by the Company in order to present
its assets according to the actual capacity for the generation of expected future benefits. |
| (3) | On September 30, 2022, the balance
of spare parts is granted as a guarantee to the Senior Secured Notes 2026, as per Note 16. |
| (4) | On September 30, 2022, 19 Company's
engines are granted as a guarantee to the Spare Engine Facility and the Loan Facility, according to Note 16. |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The breakdown of and changes in intangible assets
are as follows:
|
Weighted average rate (p.a.) |
December 31, 2021 |
|
|
|
September 30, 2022 |
Historical cost |
Accumulated amortization |
Net opening
balance |
Additions |
Amortization |
Write-offs and transfers |
Net ending balance |
Historical cost |
Accumulated amortization |
Goodwill |
- |
542,302 |
- |
542,302 |
- |
- |
- |
542,302 |
542,302 |
- |
Slots |
- |
1,038,900 |
- |
1,038,900 |
- |
- |
- |
1,038,900 |
1,038,900 |
- |
Softwares |
38.70% |
508,650 |
(268,476) |
240,174 |
91,898 |
(52,380) |
(38) |
279,654 |
571,402 |
(291,748) |
Others |
20.00% |
10,000 |
(8,167) |
1,833 |
- |
(1,500) |
- |
333 |
10,000 |
(9,667) |
Total |
|
2,099,852 |
(276,643) |
1,823,209 |
91,898 |
(53,880) |
(38) |
1,861,189 |
2,162,604 |
(301,415) |
The balances of goodwill and airport operating
rights (slots) were tested for impairment on December 31, 2021 through the discounted cash flow for each cash-generating unit, giving
rise to the value in use. The results obtained were compared with the carrying amount of each cash-generating unit and, as a result, the
Company did not recognize impairment losses on its CGUs. On September 30, 2022, no indications of impairment on the cash-generating unit
were identified.
In order to determine the carrying amount of
each cash-generating unit, the Company considers the intangible assets recorded and all necessary tangible assets to conduct the business,
given that it will only generate economic benefits by using the combination of both.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The breakdown of and changes in short and long-term loans
and financing are as follows:
|
|
|
December 31, 2021 |
|
|
|
|
|
|
|
September 30, 2022 |
|
Maturity |
Interest rate p.a. |
Current |
Non-current |
Total |
Funding |
Unrealized gain (loss) from ESN |
Payments |
Interest incurred |
Interest paid |
Exchange rate change |
Amortization of costs and premium |
Total |
Current |
Non-current |
Domestic currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures (a) |
10/2024 |
18.76% |
109,519 |
1,055,249 |
1,164,768 |
- |
- |
(35,140) |
139,660 |
(163,622) |
- |
11,339 |
1,117,005 |
512,707 |
604,298 |
Working capital – Lines of credit (b) |
10/2025 |
18.76% |
48,239 |
9,757 |
57,996 |
110,000 |
- |
(38,991) |
4,842 |
(5,105) |
- |
- |
128,742 |
68,056 |
60,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing with Ex-lm Bank (d) |
12/2022 |
3.56% |
99,396 |
- |
99,396 |
- |
- |
(91,231) |
1,325 |
(920) |
(9,909) |
1,339 |
- |
- |
- |
Import financing (c) |
01/2023 |
10.46% |
138,034 |
- |
138,034 |
- |
- |
(51,889) |
6,763 |
(6,166) |
(6,301) |
- |
80,441 |
80,441 |
- |
ESN 2024 (e) |
07/2024 |
3.75% |
40,764 |
1,947,463 |
1,988,227 |
|
(128,421) |
- |
152,622 |
(84,037) |
(62,484) |
7,184 |
1,873,091 |
17,952 |
1,855,139 |
Spare engine facility (f) |
09/2024 |
6.00% |
24,651 |
125,106 |
149,757 |
- |
- |
(17,321) |
3,422 |
(3,478) |
(5,387) |
211 |
127,204 |
23,877 |
103,327 |
Senior notes 2025 (g) |
01/2025 |
7.00% |
105,797 |
3,598,981 |
3,704,778 |
- |
- |
- |
175,147 |
(239,917) |
(113,063) |
6,895 |
3,533,840 |
41,000 |
3,492,840 |
Senior secured notes 2026 (h) |
06/2026 |
8.00% |
- |
3,451,977 |
3,451,977 |
- |
- |
- |
200,168 |
(136,188) |
(106,728) |
47,487 |
3,456,716 |
70,286 |
3,386,430 |
Loan facility (i) |
03/2028 |
6.26% |
50,471 |
218,040 |
268,511 |
- |
- |
(34,388) |
8,171 |
(8,354) |
(10,558) |
191 |
223,573 |
37,888 |
185,685 |
Perpetual bonds (j) |
- |
8.75% |
17,743 |
858,843 |
876,586 |
- |
- |
- |
51,848 |
(52,064) |
(27,100) |
- |
849,270 |
17,190 |
832,080 |
Total |
|
|
634,614 |
11,265,416 |
11,900,030 |
110,000 |
(128,421) |
(268,960) |
743,968 |
(699,851) |
(341,530) |
74,646 |
11,389,882 |
869,397 |
10,520,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) | The debentures total R$1.2 billion, considering the following
issues: (i) 7th issue: 88,750 bonds by the subsidiary GLA in October 2018, for the early full settlement of the 6th
issue; and (ii) 8th issue: 610,217 bonds by the subsidiary GLA in October 2021 to refinance short-term debt. Both issues have
an interest rate of CDI+4.5% p.a. The debentures have personal guarantees from the Company and a real guarantee provided by GLA as a fiduciary
assignment of certain credit card receivables, preserving the rights to prepay the receivables of these guarantees. |
| (b) | Issuance of transactions with the purpose maintaining
and managing the Company's working capital. |
| (c) | Credit lines with private banks used to finance the import
of spare parts and aeronautical equipment. The interest rates negotiated are Libor 3m + 4.40% p.a. and Libor 1m + 3.25% p.a. |
| (d) | Financing to perform engine maintenance with Ex-Im Bank
guarantee, including 4 operations, 3 with maturities in 2021, duly liquidated, and 1 with maturity in 2022. |
| (e) | Issuance of Exchangeable Senior Notes (“ESN”),
by the subsidiary Gol Finance, in March, April and July 2019, totaling US$425 million due in 2024, with holders entitled to exchange them
for the Company’s American Depositary Shares ("ADSs"). |
| (f) | Loan backed by the Company's own engines, with maturity
in 2024. |
| (g) | Issuance of Senior Notes 2025 by the subsidiary Gol Finance
in December 2017 and February 2018 to buyback Senior Notes and for overall purposes of the Company. |
| (h) | Issuance of Secured Senior Notes 2026 by the subsidiary
Gol Finance in December 2020, May and September 2021, totaling US$650 million due in 2026. |
| (i) | Loans with a guarantee of 5 engines in total, carried
out in June 2018. The contracted rates vary between Libor 6m + 2.35% p.a. up to Libor 6m + 4.25% p.a. |
| (j) | Issuance of Perpetual Notes by the subsidiary Gol Finance
in April 2006 to finance the aircraft’s acquisition. |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
On September 30, 2022 total loans and financing
of the consolidated included funding costs and premiums totaling R$175,075 (R$250,393 on December 31, 2021) that will be amortized over
the life of their loans and financing. The total also includes the fair value of the derivative financial instrument, referring to the
convertibility of the ESN, totaling R$22,751 on September 30, 2022 (R$162,568 on December 31, 2021).
| 16.1. | New funding and renegotiations during the period ended on September 30,
2022 |
The renegotiations detailed below were evaluated
under IFRS 9 - “Financial Instruments” and did not meet the definitions to derecognize the liabilities (with the original
financial liability extinguished and a new financial liability recognized).
During the period ended September 30, 2022
the Company, through its subsidiary GLA, negotiated new loan agreements for working capital needs. These loans, whose characteristics
are presented below, have the objective of maintaining and managing the Company's working capital.
Operation |
Amount |
Interest |
|
date |
(In thounsands of R$) |
rate (p.a.) |
Maturity |
08/31/2022 |
70,000 |
CDI + 4.70% |
02/29/2024 |
09/20/2022 |
40,000 |
18.53% |
09/20/2024 |
Total |
110,000 |
|
|
| 16.1.2. | Financing with Ex-lm Bank |
During the period ended September 30, 2022, GLA
also renegotiated the maturities of contracts of this type, with an impact on the interest rate, disclosed in the table above. The other
conditions of this operation remain unchanged.
During the period ended September 30, 2022, the
Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, impacting the interest rate,
disclosed in table above, and keeping promissory notes as collateral for the transactions, which are part of a credit line maintained
by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 16.2. | Loans and financing – Non-current |
On September 30, 2022, the maturities of loans
and financing recorded in non-current liabilities were as follows:
|
2023 |
2024 |
2025 |
2026 |
2026 onwards |
Without maturity date |
Total |
In domestic currency |
Debentures |
139,454 |
464,844 |
- |
- |
- |
- |
604,298 |
Working capital – Lines of credit |
16,860 |
41,743 |
2,083 |
- |
- |
- |
60,686 |
In foreign currency |
|
|
|
|
|
|
|
ESN 2024 |
- |
1,855,139 |
- |
- |
- |
|
1,855,139 |
Spare engine facility |
5,969 |
97,358 |
- |
- |
- |
- |
103,327 |
Senior notes 2025 |
- |
- |
3,492,840 |
- |
- |
|
3,492,840 |
Senior secured notes 2026 |
- |
- |
- |
3,386,430 |
- |
|
3,386,430 |
Loan facility |
8,410 |
34,382 |
35,593 |
76,034 |
31,266 |
- |
185,685 |
Perpetual notes |
- |
- |
- |
- |
- |
832,080 |
832,080 |
Total |
170,693 |
2,493,466 |
3,530,516 |
3,462,464 |
31,266 |
832,080 |
10,520,485 |
The fair value of loans and financing as of September
30, 2022, is as follows:
|
Book value (*) |
Fair value |
Debentures |
1,117,005 |
1,138,410 |
ESN 2024 |
1,873,091 |
1,146,266 |
Senior notes 2025 |
3,533,840 |
1,727,086 |
Senior secured notes 2026 |
3,456,716 |
2,228,622 |
Perpetual bonds |
849,270 |
413,569 |
Other loans and financing |
559,960 |
559,960 |
Total |
11,389,882 |
7,213,913 |
(*) Total net of funding costs.
The Company has covenants in the Debentures and
Senior secured notes 2026.
After the renegotiation of the debentures during
the year ended December 31, 2021, the mandatory measurement of the indicators (semiannual) provided for in the deeds of the 7th
and 8th issuance will be as of December 2022.
Within the scope of the Senior secured notes
2026, the Company complies with guarantee conditions linked to inventory parts (semiannual) and intellectual property (annual). On June
30, 2022, the Company had GLA’s parts and equipment guaranteed linked to this agreement meeting the contractual conditions. The
next measurement will be in December 2022.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
On September 30, 2022, the balance of leases payable includes:
(i) R$27,746 relating to variable payments, not included in the measurement of liabilities, and short-term leases (R$28,440 on December
31, 2021), which fall under the exemption provided for in IFRS 16; and (ii) R$12,053,219 referring to the present value on this date of
future lease payments (R$10,734,544 on December 31, 2021).
The breakdown and changes in the present value of future
lease payments are shown below:
|
Weighted average rate (p.a.) |
December 31, 2021 |
|
|
|
|
|
|
|
|
September 30, 2022 |
|
Current |
Non-current |
Total |
Additions |
Write-offs |
Contractual amendment |
Payments |
Clearing with deposits and other assets |
Interest paid |
Interest incurred |
Exchange rate change |
Total |
Current |
Non-current |
Agreements in local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Without no purchase option |
10.27% |
29,456 |
8,552 |
38,008 |
171,084 |
(242) |
33,742 |
(29,450) |
- |
26,843 |
- |
- |
239,985 |
36,311 |
203,674 |
Without purchase option |
15.71% |
- |
- |
- |
1,816 |
- |
- |
(1,003) |
- |
258 |
(258) |
- |
813 |
813 |
- |
Agreements in foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Without no purchase option |
12.59% |
1,999,791 |
8,696,745 |
10,696,536 |
1,207,504 |
2,558 |
(242,640) |
(1,492,163) |
(67,871) |
843,476 |
- |
(379,311) |
10,568,089 |
2,076,868 |
8,491,221 |
Without purchase option |
7.46% |
- |
- |
- |
1,285,444 |
- |
- |
(94,054) |
(10,731) |
43,188 |
(37,328) |
57,813 |
1,244,332 |
111,238 |
1,133,094 |
Total |
2,029,247 |
8,705,297 |
10,734,544 |
2,665,848 |
2,316 |
(208,898) |
(1,616,670) |
(78,602) |
913,765 |
(37,586) |
(321,498) |
12,053,219 |
2,225,230 |
9,827,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the nine-month period ended September 30, 2022, the Company
directly recognized in the cost from services, totaling R$15,082 related to short-term leases and variable payments, on a straight-line
basis.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The future payments of leases liabilities agreements
are detailed as follows:
|
September 30, 2022 |
December 31, 2021 |
2022 |
1,309,005 |
2,977,345 |
2023 |
2,753,539 |
2,370,391 |
2024 |
2,414,793 |
1,970,832 |
2025 |
2,108,352 |
1,673,635 |
2026 |
1,809,436 |
1,360,011 |
2026 onwards |
7,432,239 |
4,610,635 |
Total minimum lease payments |
17,827,364 |
14,962,849 |
Less total interest |
(5,746,399) |
(4,199,865) |
Present value of minimum lease payments |
12,080,965 |
10,762,984 |
Less current portion |
(2,252,976) |
(2,057,687) |
Non-current portion |
9,827,989 |
8,705,297 |
| 17.1. | Sale-leaseback transactions |
During the nine-month period ended September
30, 2022, the Company recognized a net gain of R$133,053 from 8 sale-leaseback transactions (7 aircrafts and 1 engine), recorded in the
statement of operations in the group of “Other income (expenses), net” (during the nine-month period ended September 30, 2021,
the Company did not carry out sale-leaseback transactions).
|
September 30, 2022 |
December 31, 2021 |
Local currency |
1,504,689 |
1,401,093 |
Foreign currency |
529,832 |
497,877 |
Total |
2,034,521 |
1,898,970 |
|
|
|
Current |
1,980,367 |
1,820,056 |
Non-current |
54,154 |
78,914 |
| 19. | Suppliers - Forfaiting |
The Company has an arrangement in place that
allow suppliers to receive their payments in advance with the financial institution. On September 30, 2022, the amount recorded under
current liabilities arising from forfeiting operations was R$29,941 (R$22,733 on December 31, 2021).
|
Septembr 30, 2022 |
December 31, 2021 |
PIS and COFINS |
117,546 |
71,515 |
Installment payments |
225,497 |
34,213 |
Withholding income tax on salaries |
40,942 |
32,940 |
IRPJ and CSLL payable |
26,443 |
366 |
Other |
10,280 |
7,416 |
Total |
420,708 |
146,450 |
|
|
|
Current |
245,423 |
122,036 |
Non-current |
175,285 |
24,414 |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
On September 30, 2022, the balance of advance
ticket sales classified in current liabilities was R$3,715,259 (R$ 2,670,469 on December 31, 2021) and is represented by 9,421,715 tickets
sold and not yet used (7,004,554 on December 31, 2021) with an average use of 60 days (126 days on December 31, 2021).
Balances of advance ticket sales are shown net
of breakage corresponding to R$358,530 on September 30, 2022 (R$226,905 on December 31, 2021).
On September 30, 2022, the Company has reimbursements
to pay related to non-performed transports in the amount of R$64,150 (R$369,638 on December 31, 2021), recorded as Other liabilities in
current liabilities.
|
September 30, 2022 |
December 31, 2021 |
Mileage program |
2,459,742 |
2,097,432 |
Breakage |
(603,758) |
(480,301) |
Total |
1,855,984 |
1,617,131 |
|
|
|
Current |
1,534,839 |
1,298,782 |
Non-current |
321,145 |
318,349 |
Breakage consists of the estimate of miles with
a high potential to expire without being used. IFRS 15 – “Revenue from Contract with Customers” provides for the recognition
of revenue by the estimate (breakage) over the contractual period, therefore, before the miles are redeemed, given that this is not expected
before expiration.
|
Post-employment benefits |
Aircraft and engine return |
Legal proceedings (a) |
Total |
Balances on December 31, 2021 |
75,439 |
2,679,833 |
832,050 |
3,587,322 |
Recognition (Reversal) of provision |
5,162 |
103,035 |
201,279 |
309,476 |
Provisions used |
- |
(88,936) |
(214,081) |
(303,017) |
Present value adjustment |
5,985 |
147,762 |
- |
153,747 |
Exchange rate and monetary variation |
- |
(87,413) |
1,717 |
(85,696) |
Balances on September 30, 2022 |
86,586 |
2,754,281 |
820,965 |
3,661,832 |
|
|
|
|
|
On September 30, 2022 |
|
|
|
|
Current |
- |
925,489 |
- |
925,489 |
Non-current |
86,586 |
1,828,792 |
820,965 |
2,736,343 |
Total |
86,586 |
2,754,281 |
820,965 |
3,661,832 |
|
|
|
|
|
On December 31, 2021 |
|
|
|
|
Current |
- |
477,324 |
- |
477,324 |
Non-current |
75,439 |
2,202,509 |
832,050 |
3,109,998 |
Total |
75,439 |
2,679,833 |
832,050 |
3,587,322 |
| (a) | The provisions used consider write-offs
due to the revaluation of estimates and settled processes. |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 23.1. | Provisions for post-employment benefits |
The Company offers to its employees health care
plans that, due to complying with current laws, generate obligations with post-employment benefits.
The actuarial assumptions applied when measuring
the post-employment benefit remain the same as those disclosed in the annual financial statements related to the year ended December 31,
2021.
| 23.2. | Provision for aircraft and engine return |
Such provision considers the costs that meet
the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure aircraft when
returned as described in the return conditions of the lease agreements. The initial recognition is capitalized against property, plant
and equipment, under the item "Aircraft and engine improvements".
The Company also has a provision for the return
of aircraft and engines recorded against the Maintenance, materials and repairs, considering the current conditions of the aircraft and
engines and the forecast of use until the actual return. These provisions are measured at present value and will be disbursed until the
aircraft and engines redelivery.
| 23.3. | Provision for legal proceedings |
On September 30, 2022, the Company and its subsidiaries
are involved in certain legal matters arising from the regular course of their business, which include civil, administrative, tax, social
security, and labor lawsuits.
The Company's Management believes that the provision
for tax, civil and labor risks, recorded in accordance with IAS 37, is sufficient to cover possible losses on administrative and judicial
proceedings, as shown below:
|
Probable loss |
Possible loss |
|
September 30, 2022 |
December 31, 2021 |
September 30, 2022 |
December 31, 2021 |
Civil |
176,708 |
188,500 |
73,610 |
55,193 |
Labor |
465,947 |
475,191 |
110,307 |
102,216 |
Tax |
178,310 |
168,359 |
660,060 |
701,556 |
Total |
820,965 |
832,050 |
843,977 |
858,965 |
| 23.3.1. | Update of relevant processes |
In September 2020, a class action complaint was
filed against the Company and senior management in the federal courts of New York. The plaintiff is claiming alleged losses resulting
from alleged misleading disclosure. In March 2022, the New York court decided to dismiss the case. Consequently, we have not made any
provisions related to this matter.
The tax proceeding referring to the goodwill
GLA (arising from the acquisition of the former VRG) in the amount of R$95,325 (R$90,716 as of December 31, 2021) arising from a tax assessment
notice issued due to the deductibility of goodwill allocated as future profitability, was reclassified from possible loss for remote loss
of related debts, due to the favorable decision to the Company rendered by the Superior Chamber of Tax Appeals in August 2022, recognizing
the deductibility of the goodwill amortization expense generated in the acquisition of the former VRG.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The other relevant lawsuits were disclosed in
the annual financial statements related to the year ended December 31, 2021 and did not have a material evolution in the period ended
September 30, 2022.
| 23.3.2. | Active proceedings |
In 2007, the Company initiated an arbitration
before the International Court of Arbitration (“ICC”) against the sellers of VRG and its controlling shareholders related
to the purchase price adjustment of the transaction. In January 2011, the ICC ruled in favor of GOL. The process of enforcement of the
arbitration award began, before the Cayman Court, jurisdiction of one of the defendants, which ruled in May 2022 in favor of GOL, confirming
that the award can be fully enforced. In the period ended September 30, 2022, an agreement was signed between the parties for the payment
to GOL of US$42 million. The execution of this agreement and, consequently, the realization of the asset by the Company are subject to
the fulfillment of certain conditions.
On March 14, April 06 and September 30, 2022,
the Company's Board of Directors approved the capital increase in the amount of R$352, R$342 and R$591, with the issuance of 35,673, 40,513
and 165,566 preferred shares, respectively, all registered and without par value, resulting from the exercise of the stock option granted
to eligible employees under the Stock Option Plan.
Within the scope of the investment agreement
signed between GOL and American Airlines and considering the shareholders who exercised their preemptive rights, on May 20, 2022, the
Board of Directors approved a new capital increase with the issuance of 22,230,606 preferred shares registered and without par value,
totaling R$948,580 less costs incurred of R$2,235, with R$1.00 (one real) allocated to capital stock and the remainder allocated to the
capital reserve.
On September 30, 2022, the Company's share capital
was R$4,040,397 (R$4,039,112 on December 31, 2021), represented by 3,200,516,281 shares, with 2,863,682,710 common shares and 336,833,571
preferred shares (3,178,043,923 shares, comprised by 2,863,682,710 common shares and 314,361,213 preferred shares on December 31, 2021).
The share capital above is reduced by the costs to issue shares totaling R$157,495 on September 30, 2022 and December 31, 2021.
The Company’s shares are held as follows:
|
September 30, 2022 |
December 31, 2021 |
|
Common shares |
Preferred shares |
Total |
Common shares |
Preferred shares |
Total |
MOBI (1) (2) |
100.00% |
38.93% |
50.87% |
100.00% |
32.81% |
46.69% |
American Airlines Inc. |
- |
6.60% |
5.31% |
- |
- |
- |
AirFrance – KLM |
- |
1.26% |
1.01% |
- |
1.35% |
1.07% |
Path Brazil (2) |
- |
3.22% |
2.59% |
- |
3.45% |
2.74% |
Others |
- |
1.41% |
1.14% |
- |
1.54% |
1.22% |
Market |
- |
48.58% |
39.08% |
- |
60.85% |
48.28% |
Total |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| (1) | In the context of the exchangeable
senior notes, in 2019 MOBI lent up to 14,000,000 ADSs to Bank of America Corporation, which operates the ADS lending facility, in order
to facilitate privately negotiated derivatives transactions or other hedging activities related to the exchangeable senior notes. The
ADSs will be returned to MOBI upon maturity of the exchangeable senior notes or upon termination of the ADS lending agreement that it
entered into. |
| (2) | It refers to legal entities controlled
by the controlling shareholders (Constantino family). |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The authorized share capital on September 30,
2022 and December 31, 2021 is R$6 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase
its capital regardless of any amendment to its by-laws, by issuing shares, without necessarily maintaining the proportion between the
different types of shares. Under the law terms, in case of capital increase within the authorized limit, the Board of Directors will define
the issuance conditions, including pricing and payment terms.
On September 30, 2022, the Company had 1,140,970
treasury shares, totaling R$38,911 (1,217,285 shares totaling R$41,514 on December 31, 2021). On September 30, 2022, the closing market
price for treasury shares was R$8.93 (R$17.03 on December 31, 2021).
The Company's loss per share was determined as
follows:
|
September 30, 2022 |
September 30, 2021 |
|
Common shares |
Preferred shares |
Total |
Common shares |
Preferred shares |
Total |
Numerator |
|
|
|
|
|
|
Loss for the period attributed to controlling shareholders |
(360,232) |
(1,432,151) |
(1,792,383) |
(969,011) |
(3,443,204) |
(4,412,215) |
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
Weighted average number of outstanding shares (in thousands) |
2,863,683 |
324,143 |
|
2,863,683 |
289,513 |
|
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) |
2,863,683 |
324,143 |
|
2,863,683 |
289,513 |
|
|
|
|
|
|
|
|
In Brazilian Real (R$) |
|
|
|
|
|
|
Basic loss per share |
(0.126) |
(4.418) |
|
(0.338) |
(11.893) |
|
Diluted loss per share |
(0.126) |
(4.418) |
|
(0.338) |
(11.893) |
|
The conditions of the stock option and restricted
share plans granted to the Company’s Executive Officers were disclosed in detail in the annual financial statements related to the
year ended December 31, 2021, and did not change during the nine-month period ended on September 30, 2022.
The movement of the stock options outstanding
for in the period ended on September 30, 2022, is as follows:
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 26.1. | Stock option plan - GOL |
|
Number
of stock options |
Weighted
average exercise price |
Outstanding options on December 31, 2021 |
7,432,661 |
12.90 |
Options exercised |
(207,179) |
4.52 |
Options canceled and adjustments in estimated prescribed rights |
(3,014,974) |
20.78 |
Outstanding options on September 30, 2022 |
4,210,508 |
15.53 |
|
|
|
Number of options exercisable on: |
|
|
December 31, 2021 |
6,407,403 |
12.62 |
September 30, 2022 |
3,891,270 |
15.90 |
The expense recognized in the statement of operations
for period corresponding to the stock option plans in the nine-month period ended September 30, 2022, was R$5,135 (R$7,642 in the nine-month
period ended September 30, 2021).
| 26.2. | Restricted share plan - GOL |
On September 30, 2022, the company transferred
75,232 treasury shares to settle the restricted stock plan. As of September 30, 2022, the Company has 1,471,018 restricted shares (1,546,250
as of December 31, 2021).
The expense recognized in the statement of operations
for the period corresponding to the restricted share plans in the nine-month period ended September 30, 2022, was R$8,047 (R$6,856 in
the nine-month period ended September 30, 2021).
| 27. | Transactions with related parties |
| 27.1. | Transportation and consulting services |
In the course of its operations, the Company,
by itself and through its subsidiaries, entered into agreements with the companies listed below, which are owned by the Company's main
shareholders:
| · | Expresso Caxiense S.A.: Provision
of passenger transportation services in case of an interrupted flight, effective until March, 2023; and |
| · | Viação Piracicabana
Ltda.: Provision of passenger, baggage, crew, and employee transportation services between airports, effective until September, 2026. |
These contracts were concluded under market
conditions, in line with those that prevail in transactions that the Company would contract with third parties. In the nine-month period
ended September 30, 2022, GLA recognized total expenses related to these services of R$2,834 (R$2,527 in the nine-month period ended September
30, 2021). On the same date, the balance payable to related companies, under “Suppliers”, was of R$1,571 (R$3,397 on December
31, 2021).
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 27.2. | Contracts of UATP (“Universal Air Transportation Plan”) to grant
credit limit |
The subsidiary GLA entered into UATP account
opening agreements with the related parties indicated below: Aller Participações S.A.; BR Mobilidade Baixada Santista S.A.
SPE; Breda Transportes e Serviços S.A.; Comporte Participações S.A.; Empresa Cruz de Transportes Ltda.; Empresa de
Ônibus Pássaro Marrom S.A.; Empresa Princesa do Norte S.A.; Expresso Itamarati S.A.; Expresso Maringá do Vale S.A.;
Expresso União Ltda.; Glarus Serviços Tecnologia e Participações S.A.; Limmat Participações
S.A.; Quality Bus Comércio de Veículos S.A.; Super Quadra Empreendimentos Imobiliários S.A.; Thurgau Participações
S.A.; Transporte Coletivo Cidade Canção Ltda.; Turb Transporte Urbano S.A.; Vaud Participações S.A.; and Viação
Piracicabana Ltda.; all with no expiration date, whose purpose is to issue credits to purchase airline tickets issued by the Company.
The UATP account (virtual card) is accepted as a payment means on the purchase of airline tickets and related services, seeking to simplify
billing and make feasible payment between the participating companies.
The companies indicated above are owned by
the main shareholders of the Company.
| 27.3. | Commercial partnership and maintenance agreement |
On February, 2014, the Company signed an exclusive
strategic partnership agreement for business cooperation with AirFrance-KLM. On January, 2017, the Company signed an extension of the
scope for the inclusion of maintenance services. During the nine-month period ended on September 30, 2022, expenses with component maintenance
incurred at the AirFrance-KLM workshop were R$27,983 (R$81,264 in the nine-month period ended September 30, 2021). On September 30, 2022,
the Company has R$86,047 in the “Suppliers” account under current liabilities (R$99,976 on December 31, 2021).
| 27.4. | Multimodal transport commercial partnership agreement |
Company´s subsidiary GLA entered into a
commercial partnership agreement with the companies União Transporte, Itamarati Express and Cruz Encomedas (together denominated,
“Grupo Comporte”), Tex Transportes and Expresso Luxo, effective for 3 years, the purpose of which is to provide multimodal
transport, including road freight transport by the Partners and air transport services provided by GLA. In order to achieve the Agreement,
GLA signed a Contract for the provision of multimodal transport services with each of these companies. The parties will be remunerated
for the value of the service related to the section operated by each party, through the issuance of the respective CTe, in accordance
with the values established in the price tables practiced by each Party.
Grupo Comporte are owned by the Company's
main shareholders.
| 27.5. | Commercial partnership agreement – Pagol |
The Company has entered into a commercial agreement
with the party related to Pagol Participações Societárias Ltda (“Pagol”), through which it will publish
the financial products offered by Pagol to its customers, suppliers and employees, with the possibility of receiving a commission income,
which will be negotiated between the parties according to the mix of products offered. This Agreement has a term of 10 years and its implementation
depends on previous conditions in the contract.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
Under the commercial agreement, during the period
ended September 30, 2022, the Company entered into an agreement for the Intermediation of Credit Assignment Operations, which allows the
Company's suppliers to anticipate their receivables with Pagol. As of September 30, 2022, the amount recorded in current liabilities (Suppliers
- Drawn Risk) arising from these operations was R$2,319.
The company indicated above is owned by the
Company's main shareholders.
| 27.6. | Compensation of key management personnel |
|
September 30, 2022 |
September 30, 2021 |
Salaries, wages and benefits (*) |
27,767 |
39,657 |
Related taxes and charges |
10,839 |
9,740 |
Share-based compensation |
14,073 |
16,335 |
Total |
52,679 |
65,732 |
(*) Includes compensation
for members of the Management and audit committee.
|
September 30, 2022 |
September 30, 2021 |
Passenger transportation (*) |
10,094,130 |
4,208,146 |
Cargo transportation |
342,172 |
257,829 |
Mileage program |
389,840 |
246,418 |
Other revenue |
42,482 |
26,404 |
Related tax |
(396,511) |
(227,747) |
Revenue |
10,472,113 |
4,511,050 |
(*) Of the total amount, the total of R$142,652
for the nine-month period ended on September 30, 2022, is made up of the revenue from non-attendance of passengers, rescheduling, ticket
cancellation (R$156,753 for the nine-month period ended September 30, 2021).
Revenue by geographical location is as follows:
|
September 30, 2022 |
% |
September 30, 2021 |
% |
Domestic |
9,353,417 |
89.3% |
4,381,025 |
97.1% |
International |
1,118,696 |
10.7% |
130,025 |
2.9% |
Net revenue |
10,472,113 |
100% |
4,511,050 |
100% |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
|
September 30, 2022 |
September 30, 2021 |
Financial income |
|
|
Interest on financial investments |
64,226 |
22,286 |
Others (a) |
46,273 |
6,712 |
Financial income |
110,499 |
28,998 |
|
|
|
Financial expenses |
|
|
Interest and costs on loans and financing |
(818,614) |
(642,857) |
Interest on leases |
(913,765) |
(655,667) |
Interest on the provision for aircraft return |
(147,762) |
(53,975) |
Commissions, bank charges and interest on other operations (c) |
(388,606) |
(131,010) |
Others |
(183,271) |
(77,978) |
Financial expenses |
(2,452,018) |
(1,561,487) |
|
|
|
Derivative financial instruments |
|
|
Conversion right and derivatives - ESN (b) |
39,901 |
183,953 |
Other derivative financial instruments |
(34,806) |
(753) |
Derivative financial instruments |
5,095 |
183,200 |
|
|
|
Monetary and foreign exchange rate variation, net |
642,787 |
(1,100,268) |
|
|
|
Total |
(1,693,637) |
(2,449,557) |
| (a) | For the nine-month period ended on
September 30, 2022, the amount of R$14,441, refer to PIS and
COFINS levied on financial revenues earned, as per Decree 8426 of April 1, 2015 (R$14,149 for
the nine-month period ended September 30, 2021). |
| (b) | See Note 31.2 (ESN and Capped call). |
| (c) | The increase in these expenses in the
period is substantially linked to interest on prepayment of receivables in line with sales growth. |
| 30.1. | Aircraft purchase commitment |
On September 30, 2022, the Company had 92 firm
orders (103 on December 31, 2021) for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for
contractual price increases during the construction phase. The approximate amount of firm orders in the current period considers an estimate
of contractual discounts, and corresponds to around R$20,901,178 (R$21,947,804 on December 31, 2021) corresponding to US$3,865,864 on
September 30, 2022 (US$3,932,946 on December 31, 2021) and are segregated as follows:
|
September 30, 2022 |
December 31, 2021 |
2022 |
239,365 |
2,805,899 |
2023 |
4,275,066 |
3,384,587 |
2024 |
5,881,353 |
6,101,396 |
2025 |
6,986,725 |
6,428,138 |
2026 |
3,518,669 |
3,227,784 |
Total |
20,901,178 |
21,947,804 |
Of the total commitments presented above, the
Company should disburse the amount of R$7,207,047 (corresponding to US$1,333,009 on September 30, 2022) as advances for aircraft acquisition,
according to the financial flow below:
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
|
September 30, 2022 |
December 31, 2021 |
2022 |
187,400 |
248,109 |
2023 |
1,475,276 |
1,174,768 |
2024 |
2,002,183 |
2,145,764 |
2025 |
2,361,003 |
2,279,227 |
2026 |
1,181,185 |
1,141,513 |
Total |
7,207,047 |
6,989,381 |
| 30.2. | Fuel purchase commitment |
The Company has a commitment to purchase
aircraft fuel at a fixed price in the future for use in its operations. As of September 30, 2022, the purchase commitments total R$1,135,735
until 2023.
| 31. | Financial instruments and risk management |
Operational activities expose the Company and
its subsidiaries to market risk, credit risk and liquidity risk. These risks can be mitigated by using exchange swap derivatives, futures
and options contracts based on oil, U.S. dollar and interest markets.
Financial instruments are managed by the Financial
Policy Committee (“CPF”) in line with the Risk Management Policy approved by the Risk Policy Committee (“CPR”)
and submitted to the Board of Directors.
The details regarding how the Company manages
risks have been widely presented in the annual financial statements related to the year ended December 31, 2021. Since then, there have
been no changes.
| 31.1. | Accounting classifications of financial instruments |
The accounting classifications of the Company’s
financial instruments on September 30, 2022 and December 31, 2021 are as follows:
|
Measured at fair value through profit or loss |
Amortized cost |
|
September 30, 2022 |
December 31, 2021 |
September 30, 2022 |
December 31, 2021 |
Assets |
|
|
|
|
Cash and bank deposits |
140,155 |
116,123 |
- |
- |
Cash equivalents |
9,018 |
370,135 |
- |
- |
Financial investments |
438,484 |
373,689 |
- |
- |
Trade receivables |
- |
- |
951,337 |
850,683 |
Derivative assets |
43,681 |
114,060 |
- |
- |
Deposits (a) |
- |
- |
1,578,323 |
1,373,109 |
Other credits and amounts |
- |
- |
217,294 |
189,017 |
|
|
|
|
|
Liabilities |
|
|
|
|
Loans and financing (b) |
22,751 |
162,568 |
11,367,131 |
11,737,462 |
Leases |
- |
- |
12,080,965 |
10,762,984 |
Suppliers |
- |
- |
2,034,521 |
1,898,970 |
Suppliers - factoring |
- |
- |
29,941 |
22,733 |
Derivative liabilities |
482 |
- |
- |
- |
Other liabilities |
- |
- |
770,417 |
1,023,700 |
|
|
|
|
|
| (a) | Excludes court deposits, as described
in Note 10. |
| (b) | The amounts on September 30, 2022
and December 31, 2021, classified as measured at fair value through profit or loss, are related to the derivative contracted through Exchange
Senior Notes. |
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
In the nine-month period ended September 30,
2022, there was no change in the classification between categories of the financial instruments.
| 31.2. | Derivative and non-derivative financial instruments |
The Company's derivative financial instruments
were recognized as follows in the balance sheet:
|
Derivatives |
Non-derivative |
|
|
Fuel |
Interest rate |
Foreign curency rate |
Capped call |
ESN |
Revenue hedge |
Total |
Fair value changes |
|
|
|
|
|
|
|
Derivatives assets (liabilities) on December 31, 2021 |
6,890 |
- |
- |
107,170 |
(162,568) |
- |
(48,508) |
Gains (losses) recognized in income (expenses) |
- |
(350) |
1,324 |
(97,762) |
139,817 |
- |
43,029 |
Gains recognized in equity valuation adjustment |
(30,945) |
- |
- |
- |
- |
- |
(30,945) |
Payments during the period |
57,290 |
- |
(418) |
- |
- |
- |
56,872 |
Derivatives assets (liabilities) on September 30, 2022 |
33,235 |
(350) |
906 |
9,408 |
(22,751) |
- |
20,448 |
Derivative assets – Current |
22,075 |
- |
906 |
- |
- |
- |
22,981 |
Derivative assets – Non-current |
11,160 |
132 |
- |
9,408 |
- |
- |
20,700 |
Derivative liabilities – Current |
- |
(482) |
- |
- |
- |
- |
(482) |
Loans and financing |
- |
- |
- |
- |
(22,751) |
- |
(22,751) |
|
|
|
|
|
|
|
|
Changes in the adjustment of equity valuation |
Balance on December 31, 2021 |
(9,228) |
(296,829) |
- |
- |
- |
(612,744) |
(918,801) |
Fair value adjustments during the period |
(30,945) |
- |
- |
- |
- |
|
(30,945) |
Adjustments of hedge accounting of revenue |
- |
- |
- |
- |
- |
80,247 |
80,247 |
Net reversal to income (expenses) |
36,806 |
4,834 |
- |
- |
- |
73,487 |
115,127 |
Balances on September 30, 2022 |
(3,367) |
(291,995) |
- |
- |
- |
(459,010) |
(754,372) |
|
|
|
|
|
|
|
|
Effects on income (expenses) |
(36,806) |
(5,184) |
1,324 |
(97,762) |
139,817 |
(153,734) |
(152,345) |
Revenue |
- |
- |
- |
- |
- |
(78,360) |
(78,360) |
Aircraft fuel |
(5,860) |
- |
- |
- |
- |
- |
(5,860) |
financial results |
(30,946) |
(5,184) |
1,324 |
(88,520) |
128,421 |
- |
5,095 |
Monetary and foreign exchange rate variation, net |
- |
- |
- |
(9,242) |
11,396 |
(75,374) |
(73,220) |
The Company may adopt hedge accounting for derivatives
contracted to hedge cash flow and that qualify for this classification as per IFRS 9 – “Financial Instruments”.
On September 30, 2022, the Company adopts cash
flow hedge for the interest rate (mainly the Libor interest rates), and for aeronautical fuel protection and future revenue in U.S. Dollars.
Cash flow hedges are scheduled for realization
and, therefore, reclassification to expense according to the following periods:
|
2022 |
2023 |
2024 |
2025 |
2026 |
2026 onwards |
Total |
Fuel |
(3,367) |
- |
- |
- |
- |
- |
(3,367) |
Interest rate |
(1,858) |
(21,093) |
(34,691) |
(36,464) |
(36,264) |
(161,625) |
(291,995) |
Revenue hedge |
(45,160) |
(227,568) |
(186,282) |
- |
- |
- |
(459,010) |
Total |
(50,385) |
(248,661) |
(220,973) |
(36,464) |
(36,264) |
(161,625) |
(754,372) |
31.3.1. Fuel
The aircraft fuel prices fluctuate due to the
volatility of the price of crude oil by product price fluctuations. The Company uses different instruments to hedge its exposure to the
fuel price.
The table below shows the sensitivity analysis
of the derivative financial instruments contracted on this date considering the fluctuation of prices of air fuel priced in U.S. dollars,
based on the barrel price on September 30, 2022 at US$79.49:
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
|
Fuel |
|
Barrel price
(in USD) |
Impact
(in thousand of Reais) |
Decline in prices/barrel (-25%) |
59.62 |
(139,496) |
Decline in prices/barrel (-10%) |
71.54 |
(71,702) |
Increase in prices/barrel (+10%) |
87.44 |
97,183 |
Increase in prices/barrel (+25%) |
99.36 |
297,078 |
31.3.2. Interest
rate
The Company is mainly exposed to lease transactions
indexed to changes in the Libor rate until the aircraft is received. To mitigate such risks, the Company can use derivative financial
instruments. On September 30, 2022, the Company and its subsidiaries have open interest derivative agreements.
On September 30, 2022, the Company held financial
investments and loans and financing with different types of fees. Its sensitivity analysis of non-derivative financial instruments examined
the impact on annual interest rates only for positions with material amounts on September 30, 2022 that were exposed to fluctuations in
interest rates, as the scenarios below show. The amounts show the impacts on Income (Expenses) according to the scenarios adopted below:
|
Financial investments net of financial debt (a) |
Risk |
CDI rate increase |
Libor rate increase |
Reference rates |
13.65% |
3.07% |
Exposure amount (probable scenario) (b) |
(931,659) |
(2,304,309) |
Remote favorable scenario (-25%) |
41,372 |
17,657 |
Possible favorable scenario (-10%) |
16,549 |
7,063 |
Possible adverse scenario (+10%) |
(16,549) |
(7,063) |
Remote adverse scenario (+25%) |
(41,372) |
(17,657) |
(a) | Refers to the sum of the amounts
invested and raised in the financial market and indexed to the CDI and Libor rates. |
(b) | Book balances recorded as of September
30, 2022. |
31.3.3. Exchange
rate
Foreign currency risk derives from the possibility
of unfavorable fluctuation of foreign currency to which the Company’s liabilities or cash flows are exposed. The Company is mainly
exposed to the exchange rate change of the U.S. dollar.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
The Company’s foreign currency exposure
is summarized below:
|
September 30, 2022 |
December 31, 2021 |
Assets |
|
|
Cash, cash equivalents and financial investments |
233,808 |
153,040 |
Trade receivables |
270,176 |
171,473 |
Deposits |
1,578,323 |
1,373,109 |
Derivative assets |
43,681 |
114,060 |
Total Assets |
2,125,988 |
1,811,682 |
|
|
|
Liabilities |
|
|
Loans and financing |
(10,144,135) |
(10,677,266) |
Leases |
(11,827,503) |
(10,724,976) |
Suppliers |
(529,832) |
(497,877) |
Provisions |
(2,754,281) |
(2,679,833) |
Derivative liabilities |
(482) |
- |
Total Liabilities |
(25,256,233) |
(24,579,952) |
|
|
|
Exchange rate exposure liabilities |
(23,130,245) |
(22,768,270) |
|
|
|
Commitments not recorded in the statements of financial position |
|
|
Future obligations resulting from firm aircraft orders |
(20,901,178) |
(21,947,804) |
Total |
(20,901,178) |
(21,947,804) |
|
|
|
Total exchange rate exposure R$ |
(44,031,423) |
(44,716,074) |
Total exchange rate exposure - US$ |
(8,144,013) |
(8,012,915) |
Exchange rate (R$/US$) |
5.4066 |
5.5805 |
As of September 30, 2022, the Company adopted
the closing exchange rate of R$5.4066/US$1.00 as a likely scenario. The table below shows the sensitivity analysis and the effect on income
(expenses) of exchange rate fluctuations in the exposure amount of the period as of September 30, 2022:
|
Exchange rate |
Effect on income (expenses) |
Net liabilities exposed to the risk of appreciation of the U.S. dollar |
5.4066 |
(23,130,245) |
Dollar depreciation (-25%) |
4.0550 |
5,782,561 |
Dollar depreciation (-10%) |
4.8659 |
2,313,025 |
Dollar appreciation (+10%) |
5.9473 |
(2,313,025) |
Dollar appreciation (+25%) |
6.7583 |
(5,782,561) |
31.3.4. Capped
call
The Company, through Gol Equity Finance, in the
context of the pricing of the ESN issued on March 26, April 17 and July 17, 2019, contracted private derivative transactions (Capped call)
with part of the note subscribers with the purpose of minimizing the potential dilution of the Company’s preferred shares and ADSs.
Credit risk is inherent in the Company’s
operating and financing activities, mainly in cash and cash equivalents, financial investments and trade receivables. Financial assets
classified as cash, cash equivalents, and financial investments are deposited with counterparties rated investment grade or higher by
S&P or Moody's (between AAA and AA-), pursuant to risk management policies.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
Credit limits are set for all customers based
on internal credit rating criteria and carrying amounts represent the maximum credit risk exposure. Customer creditworthiness is assessed
based on an internal system of extensive credit rating. Outstanding trade receivables are frequently monitored by the Company.
Derivative financial instruments are contracted
in the over-the-counter market (OTC) with counterparties rated investment grade or higher, or in a commodities and futures exchange (B3
or NYMEX), thus substantially mitigating credit risk. The Company's obligation is to evaluate counterparty risk involved in financial
instruments and periodically diversify its exposure.
The Company is exposed to liquidity risk in two
distinct ways: (i) market prices, which vary in accordance with the types of assets and markets where they are traded, and (ii) cash flow
liquidity risk related to difficulties in meeting the contracted operating obligations at the maturity dates. In order to manage liquidity
risk, the Company invests its funds in liquid assets (government bonds, CDBs and investment funds with daily liquidity) and its Cash Management
Policy requires the weighted average maturity of its debt to be longer than the weighted average term of its investment portfolio term.
The schedules of financial liabilities held by
the Company's financial liabilities on September 30, 2022 and December 31, 2021 are as follows:
|
Less than
6 months |
6 to 12 months |
1 to 5 years |
More than
5 years |
Total |
Loans and financing |
523,213 |
346,184 |
9,688,405 |
832,080 |
11,389,882 |
Leases |
1,428,716 |
824,260 |
5,246,108 |
4,581,881 |
12,080,965 |
Suppliers |
1,980,367 |
- |
54,154 |
- |
2,034,521 |
Suppliers – factoring |
29,941 |
- |
- |
- |
29,941 |
Derivative liabilities |
318 |
164 |
- |
- |
482 |
Other liabilities |
365,730 |
- |
404,687 |
- |
770,417 |
On September 30, 2022 |
4,328,285 |
1,170,608 |
15,393,354 |
5,413,961 |
26,306,208 |
|
|
|
|
|
|
Loans and financing |
478,566 |
156,048 |
10,373,517 |
891,899 |
11,900,030 |
Leases |
1,209,215 |
848,472 |
5,159,608 |
3,545,689 |
10,762,984 |
Suppliers |
1,820,056 |
- |
78,914 |
- |
1,898,970 |
Suppliers – factoring |
22,733 |
- |
- |
- |
22,733 |
Others |
455,251 |
- |
568,449 |
- |
1,023,700 |
On December 31, 2021 |
3,985,821 |
1,004,520 |
16,180,488 |
4,437,588 |
25,608,417 |
The Company seeks alternatives to capital in
order to meet its operational needs, aiming a capital structure that considers suitable parameters for the financial costs, the maturities
of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net indebtedness, including short
and long-term loans and financing and leases. The following table shows the financial leverage:
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
|
September 30, 2022 |
December 31, 2021 |
Total loans and financing |
11,389,882 |
11,900,030 |
Total leases |
12,080,965 |
10,762,984 |
(-) Cash and cash equivalentes |
(149,173) |
(486,258) |
(-) Financial investments |
(438,484) |
(373,689) |
Net indebtedness |
22,883,190 |
21,803,067 |
|
September 30, 2022 |
September 30, 2021 |
Provision for aircraft return (Property, plant and equipment / Provisions) |
36,453 |
27,024 |
|
Capital increase with issuance of shares to non-controlling shareholders |
- |
606,839 |
|
Amortization of debt with Restricted cash (Restricted cash / Loans and financing) |
- |
198,270 |
|
Guarantee Deposits (Deposits / Leases Payable) |
13,611 |
41,973 |
|
Maintenance Reserve (Deposits / Property, Plant & Equipment) |
- |
744,450 |
|
Right of Use of Flight Equipment (Property, Plant & Equipment / Leases Payable) |
- |
1,200,866 |
|
Right of Use non-aeronautical assets (Property, Plant & Equipment / Leases Payable) |
172,900 |
- |
|
Result on the sale of treasury shares |
- |
279 |
|
Transfer of treasury shares |
2,566 |
19,834 |
|
Financial Lease Agreement Renegotiation (Property, Plant & Equipment / Leases Payable) |
108,698 |
255,334 |
|
Write-off of lease agreements (other income/ leases payable) |
2,558 |
- |
|
Sale-leaseback (Property, plant and equipment / Leases) |
2,492,948 |
- |
|
Unrealized Income (Expenses) of Derivatives (Derivative Rights/Equity Valuation Adjustment) |
164,529 |
402,639 |
|
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 33. | Liabilities from financing activities
|
The changes in the liabilities of the Company’s financing
activities are shown below for the nine-month periods ended September 30, 2022, and 2021:
|
|
September,30,2022 |
|
|
|
|
|
Non-cash transactions |
|
|
Adjustments to profit |
|
|
Opening balance |
Net cash used in financing activities |
Net cash used in operating activities |
Transfer of treasury shares |
Payment with issuance of shares |
Property, plant and equipment acquisition through new agreements |
Leases write-off and compensation with other assets |
Exchange rate changes, net |
|
Provision for interest and cost amortization |
Unrealized income (expenses) on derivatives |
Share-based paymets |
Closing balance |
Loans and financing |
11,900,030 |
(158,960) |
(699,851) |
- |
- |
- |
- |
(341,530) |
|
818,614 |
(128,421) |
- |
11,389,882 |
Leases |
10,762,984 |
(1,616,670) |
(37,586) |
- |
- |
2,456,950 |
(76,286) |
(321,498) |
|
913,765 |
- |
- |
12,081,659 |
Capital stock |
4,039,112 |
694 |
- |
- |
591 |
- |
- |
- |
|
- |
- |
- |
4,040,397 |
Advances for future capital increase |
3 |
588 |
- |
- |
(591) |
- |
- |
- |
|
- |
- |
- |
- |
Treasury shares |
(41,514) |
37 |
- |
2,566 |
- |
- |
- |
- |
|
- |
- |
- |
(38,911) |
Capital reserves |
208,711 |
946,345 |
- |
(2,566) |
- |
- |
- |
- |
|
|
|
13,182 |
1,165,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2021 |
|
|
|
|
Non-cash transactions |
|
Adjustment to profit |
|
|
Opening balance |
Net cash generated by (used in) financing activities |
Net cash used in operating activities |
Property, plant and equipment acquisition through new agreements and contractual amendment |
Transaction with non-controlling shareholders and sale/transfer of treasury shares |
Amortization with related assets |
Distribution of interim dividends |
|
Exchange rate changes, net |
Provision for interest and cost amortization |
Unrealized income (expenses) on derivatives |
Closing balance |
Loans and financing |
9,976,966 |
1,600,097 |
(585,199) |
- |
- |
(198,270) |
- |
|
466,315 |
706,977 |
(168,199) |
11,798,687 |
Leases |
7,584,192 |
(923,889) |
21,884 |
1,456,200 |
- |
(41,973) |
- |
|
347,713 |
655,667 |
- |
9,099,794 |
Dividends and interest on shareholders’ equity to pay (1) |
23,139 |
(260,131) |
- |
- |
- |
- |
236,992 |
|
- |
- |
- |
- |
Share capital |
3,009,436 |
423,061 |
- |
- |
608,927 |
- |
- |
|
- |
- |
- |
4,041,424 |
Shares to be issued |
1,180 |
920 |
- |
- |
(2,088) |
- |
- |
|
- |
- |
- |
12 |
Treasury shares |
(62,215) |
588 |
- |
- |
20,113 |
- |
- |
|
- |
- |
- |
(41,514) |
Capital reserves |
207,246 |
(744,450) |
15,125 |
- |
724,337 |
- |
- |
|
- |
- |
- |
202,258 |
(1) The amount is recorded in the Other liabilities group,
in current liabilities.
| | Notes to the unaudited interim condensed consolidated financial information statements September 30, 2022 (In thousands of Reais - R$, except when otherwise indicated) |
| | |
| 34.1. | Aircraft purchase agreement amendment |
As of September 30, 2022, GOL had 92 firm
orders for the acquisition of Boeing 737-MAX aircraft, of which 67 were for the 737-MAX 8 model and 25 for the 737-MAX 10 model. The Company's
fleet plan provides for the return of approximately of 25 operational aircraft by the end of 2023, with the flexibility to accelerate
or reduce the volume of returns if necessary.
In October 2022, GOL added 18 new Boeing
737-MAX aircraft to its order with Boeing, comprised of six 737-MAX 8 and 12 737-MAX 10 aircraft.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: October 26, 2022
GOL LINHAS AÉREAS INTELIGENTES S.A. |
|
|
|
|
By: |
/s/ Richard F. Lark, Jr. |
|
|
Name: Richard F. Lark, Jr.
Title: Investor Relations Officer |
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