SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of
October 2023
(Commission File
No. 001-32221)
GOL LINHAS AÉREAS
INTELIGENTES S.A.
(Exact name of registrant
as specified in its charter)
GOL INTELLIGENT
AIRLINES INC.
(Translation of
registrant’s name into English)
Praça Comandante
Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of registrant’s
principal executive offices)
Indicate by check mark
whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check
mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Unaudited Interim
Condensed
Consolidated Financial
Statements
GOL Linhas Aéreas
Inteligentes S.A.
September 30, 2023
Gol Linhas Aéreas Inteligentes
S.A.
Unaudited interim condensed
consolidated financial statements
September 30, 2023
Contents
Consolidated statements of financial position |
02 |
Consolidated statements of operations |
04 |
Consolidated statements of comprehensive income (loss) |
05 |
Consolidated statements of changes in equity |
06 |
Consolidated statements of cash flows |
07 |
Notes to the unaudited interim condensed consolidated financial statements |
09 |
| Consolidated statements of financial position September 30, 2023 and December 31, 2022 (In thousands of Reais - R$) |
| |
Statements of financial position
Assets |
Note |
September 30, 2023 |
December 31, 2022 |
|
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
6 |
523,141 |
169,035 |
Financial investments |
7 |
381,788 |
404,113 |
Trade receivables |
8 |
1,044,733 |
887,734 |
Inventories |
9 |
438,958 |
438,865 |
Deposits |
10 |
277,569 |
380,267 |
Advance to suppliers and third parties |
11 |
387,387 |
302,658 |
Recoverable taxes |
12 |
231,158 |
195,175 |
Derivative assets |
31.2 |
16,418 |
16,250 |
Other credits and amounts |
|
237,943 |
199,446 |
Total current assets |
|
3,539,095 |
2,993,543 |
|
|
|
|
Non-current assets |
|
|
|
Financial investments |
7 |
88,784 |
19,305 |
Deposits |
10 |
2,413,217 |
2,279,503 |
Advance to suppliers and third parties |
11 |
100,269 |
49,698 |
Recoverable taxes |
12 |
14,548 |
53,107 |
Derivative assets |
31.2 |
- |
13,006 |
Deferred taxes |
13 |
76,169 |
77,251 |
Other credits and amounts |
|
22,164 |
33,187 |
Property, plant and equipment |
14 |
9,036,277 |
9,588,696 |
Intangible assets |
15 |
1,900,859 |
1,862,989 |
Total non-current assets |
|
13,652,287 |
13,976,742 |
|
|
|
|
Total |
|
17,191,382 |
16,970,285 |
The accompanying notes are an integral part
of these unaudited interim condensed consolidated financial statements.
| Consolidated statements of financial position September 30, 2023 and December 31, 2022 (In thousands of Reais - R$) |
| |
Liabilities and equity (deficit) |
Note |
September 30, 2023 |
December 31, 2022 |
|
|
|
|
Current liabilities |
|
|
|
Loans and financing |
16 |
1,152,079 |
1,126,629 |
Leases |
17 |
1,802,747 |
1,948,258 |
Suppliers |
18 |
2,118,909 |
2,274,503 |
Suppliers – factoring |
19 |
40,253 |
29,941 |
Salaries, wages and benefits |
|
670,415 |
600,451 |
Taxes payable |
20 |
185,813 |
258,811 |
Landing fees |
|
1,553,144 |
1,173,158 |
Advance ticket sales |
21 |
3,637,213 |
3,502,556 |
Mileage program |
22 |
1,591,674 |
1,576,849 |
Advances from customers |
|
373,511 |
354,904 |
Provisions |
23 |
538,291 |
634,820 |
Derivatives liabilities |
31.2 |
- |
519 |
Other liabilities |
|
332,095 |
379,848 |
Total current liabilities |
|
13,996,144 |
13,861,247 |
|
|
|
|
Non-current liabilities |
|
|
|
Loans and financing |
16 |
9,267,296 |
10,858,262 |
Leases |
17 |
8,005,255 |
9,258,701 |
Suppliers |
18 |
112,204 |
45,451 |
Salaries, wages and benefits |
|
532,095 |
285,736 |
Taxes payable |
20 |
359,949 |
265,112 |
Landing fees |
|
161,038 |
218,459 |
Mileage program |
22 |
172,387 |
292,455 |
Provisions |
23 |
2,891,506 |
2,894,983 |
Derivatives liabilities |
31.2 |
3,409,360 |
17 |
Deferred taxes |
13 |
40,193 |
36,354 |
Other liabilities |
|
272,959 |
312,323 |
Total non-current liabilities |
|
25,224,242 |
24,467,853 |
|
|
|
|
Equity (deficit) |
|
|
|
Capital stock |
24.1 |
4,040,661 |
4,040,397 |
Treasury shares |
24.2 |
(17,534) |
(38,910) |
Capital reserves |
|
441,472 |
1,178,568 |
Equity valuation adjustments |
|
(600,669) |
(770,489) |
Accumulated losses |
|
(25,892,934) |
(25,768,381) |
Total deficit |
|
(22,029,004) |
(21,358,815) |
|
|
|
|
Total liabilities and deficit |
|
17,191,382 |
16,970,285 |
The accompanying notes are an integral part of these
unaudited interim condensed consolidated financial statements.
|
Consolidated statements of operations Nine-month periods ended on September 30, 2023 and 2022 (In thousands of Reais - R$, except Basic and Diluted income (loss) per share) |
| |
Consolidated statements of
operations
|
Note |
September 30, 2023 |
September 30, 2022 |
Net revenue |
|
|
|
Passenger |
|
12,509,755 |
9,767,176 |
Mileage program, cargo and other |
|
1,221,811 |
704,937 |
Total net revenue |
28 |
13,731,566 |
10,472,113 |
|
|
|
|
Salaries, wages and benefits |
|
(1,584,984) |
(1,610,636) |
Aircraft fuel |
|
(4,528,551) |
(4,439,660) |
Landing fees |
|
(684,914) |
(540,399) |
Aircraft, traffic and mileage servicing |
|
(849,909) |
(648,569) |
Passenger service expenses |
|
(675,050) |
(606,012) |
Sales and marketing |
|
(645,095) |
(611,776) |
Maintenance, materials and repairs |
|
(820,165) |
(380,056) |
Depreciation and amortization |
|
(1,231,812) |
(1,258,313) |
Other income (expenses), net |
|
(552,334) |
(450,740) |
Total operating costs and expenses |
|
(11,572,814) |
(10,546,161) |
|
|
|
|
Income (Loss) before financial income (expenses), exchange rate variation, net and income tax and social contribution |
|
2,158,752 |
(74,048) |
|
|
|
|
Financial income (expenses) |
|
|
|
Financial income |
29 |
329,618 |
110,499 |
Financial expenses |
29 |
(3,046,078) |
(2,452,018) |
Derivative financial instruments |
29 |
(3,547) |
5,095 |
Total financial income (expenses) |
|
(2,720,007) |
(2,336,424) |
|
|
|
|
Loss before exchange rate variation, net and income tax and social contribution |
|
(561,255) |
(2,410,472) |
|
|
|
|
Monetary and foreign exchange rate variation, net |
29 |
477,480 |
642,787 |
|
|
|
|
Loss before income tax and social contribution |
|
(83,775) |
(1,767,685) |
|
|
|
|
Income tax and social contribution |
|
|
|
Current |
|
(36,013) |
(6,769) |
Deferred |
|
(4,765) |
(17,929) |
Total taxes loss |
13 |
(40,778) |
(24,698) |
|
|
|
|
Loss for the period |
|
(124,553) |
(1,792,383) |
|
|
|
|
Basic and diluted loss per share |
25 |
|
|
Per common share |
|
(0.008) |
(0.126) |
Per preferred share |
|
(0.298) |
(4.418) |
|
|
|
|
The accompanying notes are an integral part of these
unaudited interim condensed consolidated financial statements.
|
Consolidated statements of comprehensive income (loss) Nine-month periods ended on September 30, 2023 and 2022 (In thousands of Reais - R$) |
| |
Statement of comprehensive
income
|
September 30, 2023 |
September 30, 2022 |
|
|
|
Loss for the period |
(124,553) |
(1,792,383) |
|
|
|
Other comprehensive (loss) income – items that are or may be reclassified subsequently to profit or loss |
|
|
|
|
|
Cash flow hedge, net of income tax and social contribution |
177,834 |
164,429 |
Cumulative translation adjustment from subsidiaries |
(8,014) |
(2,657) |
|
169,820 |
161,772 |
|
|
|
Total comprehensive income (loss) for the period |
45,267 |
(1,630,611) |
|
|
|
The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.
|
Consolidated statements of changes in equity Nine-month periods ended on September 30, 2023 and 2022 (In thousands of Reais - R$) |
| |
|
|
|
|
Capital reserves |
Equity valuation adjustments |
|
|
|
Capital stock |
Advances for future capital increase |
Treasury shares |
Premium
on transfer
of shares |
Special premium reserve of subsidiary |
Share-
based
payments |
Cash flow hedge reserve |
Post-employment benefits |
Cumulative adjustment of conversion into subsidiaries |
Effects from changes in the equity investments |
Accumulated losses |
Total |
Balances as of December 31, 2021 |
4,039,112 |
3 |
(41,514) |
11,020 |
83,229 |
114,462 |
(918,801) |
14,855 |
1,032 |
(150,168) |
(24,206,908) |
(21,053,678) |
Other comprehensive income (loss), net |
- |
- |
- |
- |
- |
- |
164,429 |
- |
(2,657) |
- |
- |
161,772 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(1,792,383) |
(1,792,383) |
Total comprehensive income (loss) for the period |
- |
- |
- |
- |
- |
- |
164,429 |
- |
(2,657) |
- |
(1,792,383) |
(1,630,611) |
Share-based payments expense |
- |
- |
- |
- |
- |
13,182 |
- |
- |
- |
- |
- |
13,182 |
Stock options exercised |
1,285 |
(3) |
- |
- |
- |
- |
- |
- |
- |
- |
- |
1,282 |
Capital increase |
- |
- |
- |
946,345 |
- |
- |
- |
- |
- |
- |
- |
946,345 |
Treasury shares transferred |
- |
- |
2,566 |
(1,515) |
- |
(1,051) |
- |
- |
- |
- |
- |
- |
Sale of treasury shares |
- |
- |
37 |
- |
- |
- |
- |
- |
- |
- |
- |
37 |
Balances on September 30, 2022 |
4,040,397 |
- |
(38,911) |
955,850 |
83,229 |
126,593 |
(754,372) |
14,855 |
(1,625) |
(150,168) |
(25,999,291) |
(21,723,443) |
Balances as of December 31, 2022 |
4,040,397 |
- |
(38,910) |
955,744 |
83,229 |
139,595 |
(613,353) |
(2,659) |
(4,309) |
(150,168) |
(25,768,381) |
(21,358,815) |
Other comprehensive income (loss), net |
- |
- |
- |
- |
- |
- |
177,834 |
- |
(8,014) |
- |
- |
169,820 |
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(124,553) |
(124,553) |
Total comprehensive income (loss) for the period |
- |
- |
- |
- |
- |
- |
177,834 |
- |
(8,014) |
- |
(124,553) |
45,267 |
Stock options exercised (Note 24.1) |
264 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
264 |
Share-based payments expense |
- |
- |
- |
- |
- |
10,764 |
- |
- |
- |
- |
- |
10,764 |
Fair value result in transaction with controlling shareholder (Note 16.1.4) |
- |
- |
- |
(822,193) |
- |
- |
- |
- |
- |
- |
- |
(822,193) |
Treasury shares transferred |
- |
- |
21,376 |
(17,352) |
- |
(4,024) |
- |
- |
- |
- |
- |
- |
Subscription warrants (Note 24.3) |
- |
- |
- |
- |
95,709 |
- |
- |
- |
- |
- |
- |
95,709 |
Balances as of September 30, 2023 |
4,040,661 |
- |
(17,534) |
116,199 |
178,938 |
146,335 |
(435,519) |
(2,659) |
(12,323) |
(150,168) |
(25,892,934) |
(22,029,004) |
The accompanying notes are an integral part of these
unaudited interim condensed consolidated financial statements.
|
Consolidated statements of cash flows Nine-month period ended on September 30, 2023 and 2022 (In thousands of Reais - R$) |
| |
|
September 30, 2023 |
September 30, 2022 |
|
|
|
Loss for the period |
(124,553) |
(1,792,383) |
Adjustments to reconcile the net loss to cash generated
from
operating activities |
|
|
Depreciation – aeronautical ROU |
677,287 |
806,750 |
Depreciation and amortization – others |
554,525 |
451,563 |
Allowance for expected loss on trade receivables |
(2,952) |
(557) |
Provision for inventory obsolescence |
492 |
575 |
Provision for maintenance deposit and reserve |
- |
6,284 |
Provision for losses on advance to suppliers and third parties |
- |
(1,087) |
Adjustment to present value of provisions |
141,557 |
153,747 |
Deferred taxes |
4,767 |
17,929 |
Loss with write-off of property, plant and equipment and intangible assets |
48,296 |
43,340 |
Sale-leaseback gains |
(115,563) |
(133,053) |
Amendment of contractual term |
(68,085) |
- |
Recognition of provisions and contingencies |
664,598 |
273,023 |
Foreign exchange and monetary variation, net |
(1,634,043) |
(642,122) |
Interest, costs, discounts and premiums on loans and financing and leases |
2,176,064 |
1,732,379 |
Discount on financing operations |
(98,535) |
- |
Result of derivatives recognized in profit or loss |
94,079 |
79,125 |
Share-based payments |
10,764 |
13,182 |
Other provisions |
(17,923) |
(4,020) |
Adjusted net income |
2,310,775 |
1,004,675 |
|
|
|
Changes in operating assets and liabilities: |
|
|
Financial investments |
787,750 |
(55,415) |
Trade receivables |
(154,871) |
(105,575) |
Inventories |
(585) |
(150,729) |
Deposits |
(44,621) |
(258,447) |
Advance to suppliers and third parties |
(115,910) |
(116,271) |
Recoverable taxes |
2,576 |
743 |
Variable and short-term leases |
1,429 |
1,574 |
Suppliers |
(166,555) |
144,533 |
Suppliers – factoring |
10,312 |
7,208 |
Salaries, wages and benefits |
316,323 |
362,887 |
Taxes obligation |
21,839 |
274,815 |
Landing fees |
322,565 |
165,780 |
Advance from ticket sales |
134,657 |
1,044,790 |
Mileage program |
(105,243) |
238,853 |
Advances from customers |
(29,162) |
(103,348) |
Provisions |
(814,685) |
(303,017) |
Derivatives |
(1,805) |
(56,872) |
Other assets and liabilities, net |
(114,421) |
(171,909) |
Interest paid |
(682,564) |
(737,437) |
Income tax and social contribution paid |
- |
(557) |
Net cash flows from operating activities |
1,677,804 |
1,186,281 |
|
|
|
|
|
|
Advances for property, plant and equipment acquisition, net |
- |
(156,081) |
Acquisition of property, plant and equipment |
(511,035) |
(507,524) |
Sale-leaseback transactions received |
232 |
69,819 |
Acquisition of intangible assets |
(104,791) |
(91,898) |
Net cash flows used in investing activities |
(615,594) |
(685,684) |
|
Consolidated statements of cash flows Nine-month period ended on September 30, 2023 and 2022 (In thousands of Reais - R$) |
| |
|
September 30, 2023 |
September 30, 2022 |
Loans and financing funding |
1,409,181 |
110,000 |
Loans and financing payments |
(442,692) |
(268,960) |
Payments of leases liabilities – aeronautical ROU |
(1,677,102) |
(1,586,217) |
Payments of leases liabilities – others |
(31,539) |
(30,453) |
Capital increase |
264 |
947,627 |
Subscription warrants |
95,709 |
- |
Shares to be issued |
- |
37 |
Net cash flows used in financing activities |
(646,179) |
(827,966) |
|
|
|
Foreign exchange variation on cash held in foreign currencies |
(61,925) |
(9,716) |
|
|
|
Increase (Decrease) in cash and cash equivalents |
354,106 |
(337,085) |
|
|
|
Cash and cash equivalents at the beginning of the year |
169,035 |
486,258 |
Cash and cash equivalents at the end of the period |
523,141 |
149,173 |
The transactions that don’t affect cash and cash
equivalents are presented in Note 32 of these unaudited interim condensed consolidated financial statements.
The accompanying notes are an integral part of these
unaudited interim condensed consolidated financial statements.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
V
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
provides scheduled and non-scheduled air transportation services for passengers and cargo, maintenance services for aircraft and components,
develops frequent-flyer programs, 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 corporate structure of the company and
its subsidiaries, on September 30, 2023, is shown below:
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
The Company's equity interest in the capital
stock of its subsidiaries, on September 30, 2023, is presented below:
Entity |
Incorporation Date |
Location |
Principal
activity |
Type of control |
% of interest in the capital stock
in the capital stock |
September 30, 2023 |
December 31,
2022 |
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 Fidelidade |
February 6, 2023 |
Brazil |
Loyalty program |
Indirect |
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 created for the specific purpose of continuing financial operations and related to the Company's fleet.
They do not have their own governing body and decision-making autonomy. Therefore, their assets and liabilities are consolidated in the
parent company.
GTX S.A., direct subsidiary by the Company,
is pre-operational and its corporate purpose is to manage its own assets and have an interest in the capital of other companies.
Smiles Fidelidade, incorporated in February
2023 is also in the pre-operational stage, has as purpose the development and management of a customer loyalty program, whether own or
third-party; the sale of rights to redeem prizes within the scope of the customer loyalty program; and provide general tourism services,
among others.
Smiles Viagens e Turismo S.A. (“Smiles
Viagens”), has as main purpose intermediating travel organization services by booking or selling airline tickets, accommodation,
tours, among others. The subsidiaries Smiles Fidelidade Argentina and Smiles Viajes Y Turismo S.A., both headquartered in Buenos Aires,
Argentina, have the purpose to promote Smiles Program’s operations and the sale of airline tickets in this 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 financial
investments, so that the Company consolidates the assets and liabilities of these funds.
| 1.2. | Capital structure and net working
capital |
On September 30, 2023, the net working capital
is negative by R$10,457,049 (negative by R$ 10,867,704 on December 31, 2022). On September 30, 2023, the current liabilities related to
services in progress and mileage program amounted to R$5,228,887 (R$5,079,405 as of December 31, 2022), which are expected to be substantially
settled by the Company.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
On September 30, 2023, the Company still reports
a negative equity position of R$22,029,004 (negative by R$21,358,815 on December 31, 2022). The observed variation occurs is mainly due
to the recognition of fair value in a transaction with Abra (explanatory note 16.1.4) and loss for the period.
The Company is highly sensitive to the macroeconomic
scenario and Brazilian Real’s volatility, as approximately 94.0% of the indebtedness (loans and financing and leases) is linked
to US dollars (“US$”) and 47.2% of costs are also linked to US dollars, while the capacity to adjust ticket prices charged
to its customers in order to offset the U.S. dollar appreciation is dependent on capacity (offer) and ticket prices practiced by the competitors.
Over the past five years, Management has taken
a series of measures to adjust its capital structure and preserve liquidity and efficiency in its cost indicators. During the pandemic,
the focus was on adjusting the fleet size to match seat capacity with demand levels, thereby maintaining high occupancy rates while improving
productivity and efficiency in fixed costs. By the end of 2022, having almost returned to the same level of capacity and operational fleet
size to its pre-pandemic levels, the Company achieved dollar unit costs similar to those prior to the pandemic, mitigating the effects
of inflationary cost pressures, currency devaluation, and higher aviation fuel prices. Consumer demand for leisure air travel remains
robust, even amidst a slower recovery in corporate demand, which has resulted in a 40% increase in fare levels compared to pre-pandemic
levels and occupancy rates above 80%.
Over the course of the nine months of 2023,
the Company completed a capital market transaction with Abra Group, raising up to US$1.4 billion, which provided new capital resources
and refinanced approximately 63% of its debts maturing in 2024, 2025, and 2026, extending the average maturity to 2028 by over 3 years.
The closest maturity related to ESN 2024 was refinanced by 90% in this transaction, in addition to having carried out the refinancing
of short-term debts. The Company continues to work on improving operational efficiency, increasing profitability, and, together with its
fleet transformation process, deleveraging and strengthening its balance sheet.
Although there is still significant uncertainty
about how long it will take for the airline industry to recover, and this leads to a material uncertainty about our ability to remain
in operation, the Company’s unaudited interim condensed consolidated financial information statements for the period ended on September
30, 2023, has been prepared on the assumption of a going concern, which assumes the realization of assets and satisfaction of liabilities
and commitments in the normal course of business, in accordance with the business plan prepared by the Management, reviewed and approved
at least annually by the Board of Directors. Therefore, these unaudited interim condensed consolidated financial information statements
do not include any adjustments that may result from the inability to continue operating.
| 1.3. | Landmark cargo and logistics services
agreement |
In April 2022, the Company signed a 10-year
cargo service agreement with Mercado Livre. This agreement provides for a dedicated cargo fleet with 6 Boeing 737-800 BCFs, allowing including
another 6 cargo aircraft by 2025. During the period ended September 30, 2023, the Company received 3 cargo aircraft, totaling 5 cargo
aircraft in operation on this date.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
GOL's agreement with Mercado Livre is part
of the Company's investment to meet the needs of the growing Brazilian e-commerce market. As a result, the Company plans to expand its
services and significantly increase the available cargo carrying capacity in tons in 2023 to generate additional revenue.
| 1.4. | Agreement between the Controlling
Shareholder and Main investors of Avianca |
In May 2022, the Company
announced that its controlling shareholder, MOBI Fundo de Investimento em Ações Investimento no Exterior (“MOBI FIA”),
had entered into a Master Contribution Agreement with the main shareholders of Investment Vehicle 1 Limited (“Avianca Holding”).
Under the terms of the
Master Contribution Agreement, MOBI FIA contributed its shares in GOL, and the main investors of Avianca Holding contributed their shares
in Avianca Holding to Abra Group Limited (“Abra”), a privately held company, incorporated under the laws of England and Wales.
Additionally, the parties agreed to enter into a Shareholders' Agreement to govern their rights and obligations as shareholders of Abra.
GOL and Avianca will
continue to operate independently and maintain their respective brands and cultures.
| 1.5. | MAP Transportes Aéreos |
In June 2021, GOL signed an agreement to
acquire MAP Transportes Aéreos Ltda., a domestic Brazilian airline with routes to regional destinations from Congonhas Airport
in São Paulo, 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.
In December 2021, through SG Order 1929/2021,
the Administrative Council for Economic Defense (CADE) approved the operation without restrictions. The conclusion of the transaction
is subject to other precedent conditions, which have not yet been fulfilled. Therefore, on September 30, 2023, there are no impacts on
the unaudited interim condensed consolidated financial statements.
MAP may be acquired for R$28 million to be
paid only after meeting all precedent conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash
in 24 monthly installments, with the assumption of up to R$100 million in MAP's financial commitments. On September 30, 2023, these conditions
have not yet been finalized.
| 2. | Management’s
statement, basis for preparing and presenting the unaudited interim condensed consolidated financial statements |
The Company’s unaudited interim condensed
consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”)
issued by the International Accounting Standards Board (“IASB”).
The Company’s unaudited interim condensed
consolidated financial statements were prepared using the Brazilian Real (“R$”) 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.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
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, 2022, as well as the update of relevant information included in the annual financial statements
related to the year ended December 31, 2022 disclosed on March 21, 2023.
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, 2023, 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 1.2.
| 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 November
10th, 2023.
| 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, 2022, issued on March 21, 2023.
| 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, 2023:
| · | Definition of accounting estimates
(Amendments to IAS 8); |
| · | Disclosure of accounting policies
(Amendments to IAS 1 and IFRS Practice Statement 2); |
| · | Deferred Taxes related to Assets
and Liabilities arising from a Simple Transaction (Amendments to IAS 12); |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
These changes did not impact the Company's
unaudited interim condensed consolidated financial information statements.
| 4.2. | Changes to standards not yet in
effect |
In May 2023, the IASB issued amendments to
IAS 7 - Statement of Cash Flows: Disclosures to clarify the characteristics of supplier financing arrangements and to require additional
disclosure of these contracts, aimed at assisting financial statement users in understanding the effects of supplier financing agreements
on an entity's liabilities, cash flows, and liquidity risk exposure. These changes will become effective for annual reporting periods
beginning on or after January 1, 2024. The Company does not expect any material impact on its financial statements resulting from these
changes. Finally, the Company has not opted for early adoption.
| 4.3. | 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.
The exchange rate changes in Brazilian Reais
in effect on the base date of these unaudited interim condensed consolidated financial statements are as follows:
|
Final Rate |
Average Rate |
|
September 30, 2023 |
December 31, 2022 |
September 30, 2023 |
September 30, 2022 |
U.S. Dollar |
5.0076 |
5.2177 |
5.0102 |
5.0766 |
Argentinian Peso |
0.0143 |
0.0295 |
0.0215 |
0.0455 |
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.
| 6. | Cash and cash equivalents |
|
September 30, 2023 |
December 31, 2022 |
Cash and bank deposits |
430,643 |
121,660 |
Cash equivalents |
92,498 |
47,375 |
Total |
523,141 |
169,035 |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
The breakdown of cash equivalents is as follows:
|
September 30, 2023 |
December 31, 2022 |
Local currency |
|
|
Private bonds |
- |
10 |
Automatic deposits |
92,498 |
47,334 |
Total local currency |
92,498 |
47,344 |
|
|
|
Foreign currency |
|
|
Private bonds |
- |
31 |
Total foreign currency |
- |
31 |
|
|
|
Total |
92,498 |
47,375 |
|
Weighted average rate (p.a.) |
September 30, 2023 |
December 31, 2022 |
Local currency |
|
|
|
Automated financial investments |
10.0% of CDI |
60,800 |
- |
Government bonds |
100.4% of CDI |
1,987 |
3,880 |
Private bonds |
98.3% of CDI |
204,861 |
253,386 |
Investment funds |
78.8% of CDI |
10,077 |
10,576 |
Total local currency |
|
277,725 |
267,842 |
|
|
|
|
Foreign currency |
|
|
|
Investment funds |
9.52% |
192,847 |
155,576 |
Total foreign currency |
|
192,847 |
155,576 |
|
|
|
|
Total |
|
470,572 |
423,418 |
|
|
|
|
Current |
|
381,788 |
404,113 |
Non-current |
|
88,784 |
19,305 |
|
|
|
|
Of the total amount recorded on September
30, 2023, R$276,136 (R$266,553 on December 31, 2022), refer to investments used as guarantees linked to deposits for lease operations,
derivative financial instruments, lawsuits and loans and financing.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
September 30, 2023 |
December 31, 2022 |
Local currency |
|
|
Credit card administrators |
345,087 |
287,754 |
Travel agencies |
423,991 |
317,487 |
Cargo agencies |
71,104 |
45,986 |
Airline partner companies |
10,541 |
12,465 |
Other |
43,446 |
31,477 |
Total local currency |
894,169 |
695,169 |
|
|
|
Foreign currency |
|
|
Credit card administrators |
97,008 |
80,812 |
Travel agencies |
46,084 |
83,517 |
Cargo agencies |
844 |
968 |
Airline partner companies |
20,833 |
33,075 |
Other |
5,391 |
16,741 |
Total foreign currency |
170,160 |
215,113 |
|
|
|
Total gross |
1,064,329 |
910,282 |
|
|
|
Allowance for expected loss on trade receivables |
(19,596) |
(22,548) |
|
|
|
Total |
1,044,733 |
887,734 |
The aging list of trade receivables, net of
allowance for expected loss on trade receivables accounts, is as follows:
|
September 30, 2023 |
December 31, 2022 |
Not yet due |
|
|
Until 30 days |
217,547 |
722,923 |
31 to 60 days |
419,364 |
48,923 |
61 to 90 days |
252,422 |
16,681 |
91 to 180 days |
36,764 |
381 |
181 to 360 days |
32,490 |
23,590 |
Above 360 days |
1,259 |
7 |
Total not yet due |
959,846 |
812,505 |
|
|
|
Overdue |
|
|
Until 30 days |
31,485 |
46,856 |
31 to 60 days |
3,707 |
9,321 |
61 to 90 days |
12,442 |
3,383 |
91 to 180 days |
23,789 |
9,845 |
181 to 360 days |
11,814 |
2,598 |
Above 360 days |
1,650 |
3,226 |
Total overdue |
84,887 |
75,229 |
|
|
|
Total |
1,044,733 |
887,734 |
The changes in an expected loss on trade receivables
are as follows:
|
September 30, 2023 |
Balance at the beginning of the year |
(22,548) |
(Additions) Reversals |
2,952 |
Balances at the end of the period |
(19,596) |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
September 30, 2023 |
December 31, 2022 |
Consumables |
35,506 |
26,494 |
Parts and maintenance materials |
326,770 |
365,659 |
Advances to suppliers |
76,682 |
46,712 |
Total |
438,958 |
438,865 |
The changes in the provision for obsolescence
are as follows:
|
September 30, 2023 |
Balances at the beginning of the year |
(9,611) |
Additions |
(492) |
Write-offs |
787 |
Balances at the end of the period |
(9,316) |
|
September 30, 2023 |
December 31, 2022 |
Maintenance deposits |
1,183,380 |
1,134,389 |
Court deposits |
566,786 |
591,177 |
Deposit in guarantee for lease agreements |
940,620 |
934,204 |
Total |
2,690,786 |
2,659,770 |
|
|
|
Current |
277,569 |
380,267 |
Non-current |
2,413,217 |
2,279,503 |
| 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. The Company has
the right to choose to perform maintenance internally or through its suppliers. 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. On September 30, 2023,
no letters of credit 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, 2023 was R$194,796 (R$231,222 on December 31, 2022). |
| · | 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,
2023, the balance referring to such reserves was R$988,584 (R$903,167 on December 31, 2022). |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
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, 2023 |
December 31, 2022 |
Advance to domestic suppliers |
289,326 |
227,036 |
Advance to international suppliers |
130,017 |
65,141 |
Advance for materials and repairs |
68,313 |
60,179 |
Total |
487,656 |
352,356 |
|
|
|
Current |
387,387 |
302,658 |
Non-current |
100,269 |
49,698 |
|
September 30, 2023 |
December 31, 2022 |
IRPJ and CSLL prepayments |
139,229 |
36,249 |
PIS and COFINS to recover |
72,269 |
187,322 |
Value added tax (VAT) abroad |
7,528 |
6,037 |
Other |
26,680 |
18,674 |
Total |
245,706 |
248,282 |
|
|
|
Current |
231,158 |
195,175 |
Non-current |
14,548 |
53,107 |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (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, 2022 |
Statement of operations |
Shareholders’ Equity(*) |
September 30, 2023 |
Deferred taxes assets (liabilities) – GOL and Smiles Argentina |
|
|
|
|
Income tax losses carry forward |
54,919 |
- |
- |
54,919 |
Negative basis of social contribution |
19,770 |
- |
- |
19,770 |
Temporary differences: |
|
|
|
|
Allowance for expected loss on trade receivables and other credits |
2,174 |
(1,034) |
- |
1,140 |
Provision for legal proceedings and tax liabilities |
45 |
(45) |
- |
- |
Others |
343 |
151 |
(154) |
340 |
Total deferred taxes – assets |
77,251 |
(928) |
(154) |
76,169 |
Deferred taxes assets (liabilities) – GLA |
|
|
|
|
|
|
|
|
Temporary differences: |
|
|
|
|
Slots |
(353,226) |
- |
- |
(353,226) |
Depreciation of engines and parts for aircraft maintenance |
(227,878) |
(53,258) |
- |
(281,136) |
Breakage provision |
(300,029) |
(62,345) |
- |
(362,374) |
Goodwill amortization for tax purposes |
(190,211) |
(35,185) |
- |
(225,396) |
Derivative transactions |
22,185 |
4,534 |
- |
26,719 |
Allowance for expected loss on trade receivable and other credits |
200,790 |
8,774 |
- |
209,564 |
Provision for aircraft and engine return |
306,149 |
(16,411) |
- |
289,738 |
Provision for legal proceedings and tax liabilities |
274,883 |
40,269 |
- |
315,152 |
Aircraft leases and others |
187,255 |
126,972 |
- |
314,227 |
Others |
43,728 |
(17,189) |
- |
26,539 |
Total deferred taxes – liabilities |
(36,354) |
(3,839) |
- |
(40,193) |
Total effect of deferred taxes - Income (Expenses) |
- |
4,765 |
- |
- |
(*) Exchange rate change recognized
in other comprehensive income.
The Company’s Management considers that
the deferred assets and liabilities recognized on September 30, 2023 from temporary differences will be realized in proportion to realization
of their bases and the expectation of future taxable results.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
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 |
2023 |
7,571 |
2024 |
13,104 |
2025 |
10,326 |
2026 |
8,690 |
2027 |
9,799 |
2027 onwards |
25,199 |
Total |
74,689 |
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, 2023 |
December 31, 2022 |
Accumulated income tax losses |
15,912,326 |
14,989,912 |
Potential tax credit (34%) |
5,410,191 |
5,096,570 |
| 13.2. | Reconciliation of income tax and social contribution expense |
The reconciliation of tax expenses and multiplying
the loss before income tax and social contribution by the nominal tax rate for the periods ended September 30, 2023 and 2022 is as follows:
|
September 30, 2023 |
September 30, 2022 |
(Loss) before income tax and social contribution |
(83,775) |
(1,767,685) |
Combined tax rate |
34% |
34% |
Income at the statutory tax rate |
28,484 |
601,013 |
|
|
|
Adjustments to calculate the effective tax rate: |
|
|
Tax rate difference on results of offshore subsidiaries |
(83,832) |
(31,556) |
Non-deductible expenses, net |
(103,995) |
(121,906) |
Exchange rate change on foreign investments |
(82,185) |
14,649 |
Tax benefits |
104,263 |
- |
Benefit (not constituted) on tax losses and temporary differences |
96,487 |
(486,898) |
Total income tax |
(40,778) |
(24,698) |
|
|
|
Income tax and social contribution |
|
|
Current |
(36,013) |
(6,769) |
Deferred |
(4,765) |
(17,929) |
Total taxes loss |
(40,778) |
(24,698) |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (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, 2022 |
|
|
|
|
September 30, 2023 |
|
Weighted average rate (p.a.) |
Historical cost |
Accumulated depreciation |
Net opening balance |
Additions |
Contractual amendment |
Depreciation |
Write-offs and transfers |
Net ending balance |
Historical cost |
Accumulated depreciation |
Flight equipment |
|
|
|
|
|
|
|
|
|
|
|
Aircraft - RoU(1) with purchase option |
10.68% |
1,406,085 |
(69,869) |
1,336,216 |
14,939 |
- |
(89,823) |
(39,573) |
1,221,759 |
1,380,225 |
(158,466) |
Aircraft - RoU(1) without purchase option |
16.80% |
8,148,917 |
(2,827,551) |
5,321,366 |
132,379 |
(45,274) |
(559,509) |
(3,692) |
4,845,270 |
7,996,962 |
(3,151,692) |
Spare parts and engines - Own (3) (4) |
7.29% |
2,188,299 |
(1,061,674) |
1,126,625 |
210,881 |
- |
(109,435) |
(55,369) |
1,172,702 |
2,204,816 |
(1,032,114) |
Spare parts and engines – RoU(1) |
44.39% |
146,188 |
(91,077) |
55,111 |
88,738 |
- |
(27,955) |
- |
115,894 |
231,765 |
(115,871) |
Aircraft and engine improvements |
44.48% |
3,447,804 |
(2,453,250) |
994,554 |
329,915 |
- |
(343,669) |
(25,396) |
955,404 |
3,385,667 |
(2,430,263) |
Tools |
10.00% |
63,183 |
(36,326) |
26,857 |
4,267 |
- |
(3,354) |
(119) |
27,651 |
67,033 |
(39,382) |
|
|
15,400,476 |
(6,539,747) |
8,860,729 |
781,119 |
(45,274) |
(1,133,745) |
(124,149) |
8,338,680 |
15,266,468 |
(6,927,788) |
|
|
|
|
|
|
|
|
|
|
|
|
Non-aeronautical property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
Vehicles |
20.00% |
11,996 |
(10,349) |
1,647 |
1,450 |
- |
(549) |
- |
2,548 |
12,997 |
(10,449) |
Machinery and equipment |
10.00% |
62,926 |
(51,514) |
11,412 |
1,530 |
- |
(1,427) |
(7) |
11,508 |
63,908 |
(52,400) |
Furniture and fixtures |
10.00% |
33,870 |
(23,549) |
10,321 |
1,047 |
- |
(1,553) |
(31) |
9,784 |
34,769 |
(24,985) |
Computers, peripherals and equipment |
19.77% |
52,220 |
(42,317) |
9,903 |
3,869 |
- |
(3,723) |
(30) |
10,019 |
46,495 |
(36,476) |
Computers, peripherals and equipment -RoU(1) |
50.00% |
33,518 |
(25,579) |
7,939 |
- |
- |
(4,109) |
- |
3,830 |
33,518 |
(29,688) |
Third-party property improvements |
22.20% |
185,621 |
(176,432) |
9,189 |
- |
- |
(3,965) |
(64) |
5,160 |
185,526 |
(180,366) |
Third-party properties – RoU(1) |
18.25% |
254,130 |
(43,603) |
210,527 |
2,201 |
13,738 |
(15,820) |
- |
210,646 |
270,069 |
(59,423) |
Construction in progress |
- |
14,456 |
- |
14,456 |
599 |
- |
- |
- |
15,055 |
15,055 |
- |
|
|
648,737 |
(373,343) |
275,394 |
10,696 |
13,738 |
(31,146) |
(132) |
268,550 |
662,337 |
(393,787) |
|
|
|
|
|
|
|
|
|
|
|
|
Impairment losses (2) |
- |
(20,488) |
- |
(20,488) |
5,506 |
- |
- |
- |
(14,982) |
(14,982) |
- |
Total property, plant and equipment in use |
|
16,028,725 |
(6,913,090) |
9,115,635 |
797,321 |
(31,536) |
(1,164,891) |
(124,281) |
8,592,248 |
15,913,823 |
(7,321,575) |
|
|
|
|
|
|
|
|
|
|
|
|
Advances to suppliers |
- |
473,061 |
- |
473,061 |
(27,519) |
- |
- |
(1,513) |
444,029 |
444,029 |
- |
Total |
|
16,501,786 |
(6,913,090) |
9,588,696 |
769,802 |
(31,536) |
(1,164,891) |
(125,794) |
9,036,277 |
16,357,852 |
(7,321,575) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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, 2023 and December
31,2022, the balance of spare parts is granted as a guarantee to the Senior Secured Notes 2026 and Senior Secured Notes 2028, as per Note
16. |
| (4) | On September 30, 2023, 3 engines
(19 engines on December 31, 2022) 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, 2023 (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, 2022 |
|
|
|
September 30, 2023 |
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 |
28.42% |
554,939 |
(273,152) |
281,787 |
104,791 |
(66,921) |
- |
319,657 |
584,144 |
(264,487) |
Others |
20.00% |
10,000 |
(10,000) |
- |
- |
- |
- |
- |
10,000 |
(10,000) |
Total |
|
2,146,141 |
(283,152) |
1,862,989 |
104,791 |
(66,921) |
- |
1,900,859 |
2,175,346 |
(274,487) |
The balances of goodwill and airport operating
rights (slots) were tested for impairment on December 31, 2022 through the discounted cash flow for each cash-generating unit, giving
rise to the value in use. The Company operates a single cash generating unit, considering that the revenue depends on different assets
that cannot be evaluated in isolation for measuring the value in use. On September 30, 2023, no indications of impairment on the cash-generating
unit were identified.
To establish the book value of each CGU, the
Company considers not only the recorded intangible assets but also all tangible assets necessary for conducting business, as it is only
through the use of this set that the Company will generate economic benefits.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (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, 2022 |
|
|
|
|
|
|
September 30, 2023 |
|
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 premiums |
Total |
Current |
Non-current |
Domestic currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures (a) |
06/2026 |
17.72% |
640,046 |
431,973 |
1,072,019 |
- |
- |
(204,976) |
129,350 |
(129,979) |
- |
21,120 |
887,534 |
266,627 |
620,907 |
Working capital – Lines of credit (b) |
10/2025 |
18.25% |
76,710 |
39,071 |
115,781 |
- |
- |
(59,557) |
11,639 |
(11,966) |
- |
- |
55,897 |
53,192 |
2,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Import financing (c) |
05/2024 |
14.70% |
77,193 |
- |
77,193 |
- |
- |
(27,380) |
7,152 |
(8,014) |
(3,823) |
- |
45,128 |
45,128 |
- |
ESN 2024 (1) (d) |
07/2024 |
3.75% |
38,114 |
1,819,315 |
1,857,429 |
- |
(14,746) |
(1,639,173) |
60,695 |
(56,007) |
(20,078) |
14 |
188,134 |
188,134 |
- |
Spare Engine Facility (e) |
09/2024 |
6.00% |
30,265 |
93,963 |
124,228 |
- |
- |
(115,171) |
3,338 |
(4,686) |
(8,057) |
348 |
- |
- |
- |
Senior Notes 2025 (f) |
01/2025 |
7.00% |
98,919 |
3,372,353 |
3,471,272 |
- |
- |
(1,592,644) |
109,257 |
(182,740) |
(81,155) |
4,382 |
1,728,372 |
20,005 |
1,708,367 |
Senior Secured Notes 2026 (g) |
06/2026 |
8.00% |
- |
3,272,229 |
3,272,229 |
- |
- |
(2,007,389) |
103,838 |
(77,035) |
(58,288) |
13,370 |
1,246,725 |
25,155 |
1,221,570 |
Senior Secured Amortizing Notes (h) |
06/2026 |
4.76% |
121,111 |
882,168 |
1,003,279 |
217,787 |
- |
(108,585) |
34,605 |
(25,054) |
(42,222) |
5,637 |
1,085,447 |
433,702 |
651,745 |
Loan Facility (i) |
03/2028 |
6.53% |
27,682 |
144,182 |
171,864 |
- |
- |
(46,338) |
7,170 |
(8,281) |
(9,561) |
334 |
115,188 |
13,702 |
101,486 |
Senior Secured Notes 2028 (j) |
03/2028 |
18.00% |
- |
- |
- |
6,939,677 |
- |
(6,407,575) |
708,887 |
(59,194) |
(203,944) |
- |
977.851 |
92,093 |
885,758 |
ESSN 2028 (1) (k) |
03/2028 |
18.00% |
- |
- |
- |
6,789,995 |
(3,409,360) |
- |
- |
- |
- |
- |
3,380,635 |
- |
3,380,635 |
Perpetual bonds (l) |
- |
8.75% |
16,589 |
803,008 |
819,597 |
- |
- |
(79,615) |
46,832 |
(49,558) |
(28,792) |
- |
708,464 |
14,341 |
694,123 |
Total |
|
|
1,126,629 |
10,858,262 |
11,984,891 |
13,947,459 |
(3,424,106) |
(12,288,403) |
1,222,763 |
(612,514) |
(455,920) |
45,205 |
10,419,375 |
1,152,079 |
9,267,296 |
(1)
Exchangeable Senior Notes, see note 31.2.
| (a) | The debentures refer to: (i) 7th issue in 3 series: 84,500 remaining
bonds by the subsidiary GLA, originally in October 2018 for the purpose of early full settlement of the 6th issuance; and (ii) the 8th
issuance: 610,217 bonds by the subsidiary GLA in October 2021 for the refinancing of short-term debt. The debentures have personal guarantees
from the Company and real collateral provided by GLA in the form of fiduciary assignment of certain credit card receivables, with the
preservation of the rights to advance receivables from these guarantees. Both issuances were last renegotiated in September 2023, with
changes in terms, interest rates, reduced collateral, and the removal of other related obligations. On September 26, 2023, the Company
renegotiated the 7th and 8th issuances, as mentioned in explanatory note 16.1.1. |
| (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. |
| (d) | Issuance of Exchangeable Senior Notes (“ESN”),
by the subsidiary Gol Finance, in March, April and July 2019, with maturity in 2024, with holders entitled to exchange them for the Company’s
American Depositary Shares ("ADSs"). |
| (e) | Loan backed by the Company's own engines, with maturity
in 2024. |
| (f) | 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. |
| (g) | Issuance of Secured Senior Notes 2026 by the subsidiary
Gol Finance in December 2020, May and September 2021, with maturity in 2026. |
| (h) | Issuance of Senior Secured Amortizing Notes by the
subsidiary Gol Finance in December 2022, January, April, June and July 2023, with maturity in 2025 (Serie B) and 2026 (Serie A) in exchange
for full compliance with certain aircraft lease payment obligations, which are under agreement of deferment. |
| (i) | Loans with a guarantee of 3 engines on September 30,
2023, made between 2017 and 2020. |
| (j) | Issuance of Senior Secured Notes 2028 by the subsidiary
Gol Finance with Abra Group Limited, between March and September 2023, with maturity in 2028. See Note 16.1.4. |
| (k) | Issuance of Exchangeable Senior Secured Notes ("ESSN")
by the subsidiary Gol Finance in September 2023, with maturity in 2028. |
| (l) | Issuance of Perpetual Bonds 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, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
On September 30, 2023 total loans and financing
includes funding costs and premiums totaling R$62,059 (R$178,706 on December 31, 2022) 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
2024, totaling R$164 on September 30, 2023 (R$17,753 on December 31, 2022). Due to its characteristics, the derivative financial instrument related to the convertibility of ESN 2028 is presented
separately in the group of obligations with derivative transactions.
| 16.1. | New funding and renegotiations during the period ended on September 30,
2023 |
The renegotiations detailed below were evaluated
under IFRS 9 - “Financial Instruments” and did not meet the definitions to derecognize the liabilities (with the original
financial liability extinguished and a new financial liability recognized).
On September 26, 2023, General Bondholders'
Meetings were held to deliberate on the change of maturity for the First Series, Second Series, Third Series of the 7th issuance, and
the Single Series of the 8th issuance, from October 2024 to June 2026, with a new remuneration of CDI + 5.0% p.a., which can be redeemed
early by the Company.
The outstanding balance of R$ 886,000 will
be amortized in 30 monthly installments from January 2024 to June 2026. Settlement is subject to the Company establishing a receivables
prepayment structure by January 25, 2024, and the funds obtained will be used obligatorily and primarily for the full payment of the corresponding
principal amount of the issuances.
These renegotiations were assessed in accordance with IFRS 9 -
"Financial Instruments,", and fit the definitions of contractual modification.
During the period ended September 30, 2023,
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. The remaining conditions of this operation remained unchanged. Such operations are part of a credit line
maintained by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment. These renegotiations
were assessed in accordance with IFRS 9, and did not meet the definitions for derecognition of liabilities.
| 16.1.3. | Senior Secured Amortizing Notes |
On September 30, 2023, the Company issued
additional Senior Secured Amortizing Notes to those issued on December 30, 2022, as shown in the table below:
Operation |
Amount |
Costs, premiums e goodwill |
Exchange rate |
Maturity |
Date |
(US$ thousand) |
(R$ thousand) |
(US$ thousand) |
(R$ thousand) |
Change p.a. |
Date |
01/27/2023 |
6,993 |
35,499 |
365 |
1,826 |
5.0% |
06/30/2026 |
04/20/2023 |
19,976 |
100,873 |
578 |
2,700 |
3.0% |
06/30/2025 |
06/07/2023 |
9,000 |
44,207 |
214 |
1,160 |
3.0% |
06/30/2025 |
07/19/2023 |
8,970 |
43,055 |
34 |
161 |
5.0% |
06/30/2026 |
Total |
44,939 |
223,634 |
1,191 |
5,847 |
|
|
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
| 16.1.4. | Senior Secured Notes 2028 and Exchangeable Senior Secured Notes 2028 |
In accordance with the controlling shareholder
transaction disclosed in explanatory note 1.4, in February 2023, the Company and Abra signed the Support Agreement with Abra's commitment
to invest in the Company from the issuance of Senior Secured Notes maturing in 2028. For this purpose, Abra agreed to issue Senior Secured
Notes ("SSNs") maturing in 2028, convertible into Exchangeable Senior Secured Notes ("ESSNs") maturing in 2028, and
the Ad-Hoc Group agreed to exchange certain existing Senior Notes of the Company (ESN 2024, Senior Notes 2025, Senior Secured Notes 2026,
and perpetual bonds) for the SSNs.
In March 2023, Abra issued the SSNs and entered
into the Senior Secured Note Purchase Agreement with GOL as the guarantor and paying agent, GOL Finance as the issuer, and with the guarantee
of Smiles Fidelidade S.A. On the same date, GOL issued Senior Secured Notes 2028 ("SSNs 2028") to Abra, which provide for an
interest rate of 18.0% p.a., payable semi-annually, with 4.5% in cash coupons and 13.5% p.a. in PIK (payment in kind). SSNs 2028 are backed
by intellectual property, system infrastructure, data, and Smiles loyalty program manuals, in addition to shared collateral with the Senior
Secured Notes 2026.
Part of the issuance was used for the repurchase
of 90.1% of ESN 2024, 47.3% of Senior Notes 2025, 61.4% of Senior Secured Notes 2026, and 9.9% of Perpetual Bonds, valued at a total amount
of R$5,192,880. Considering the change in the creditor, these repayments were considered as a partial extinguishment, under the perspective
of CPC 48 - "Financial Instruments," equivalent to IFRS 9. In this context, the costs related to the issuance, as well as the
difference between the carrying amount attributed to the portion derecognized due to the partial extinguishment of the repurchased securities
and the nominal value of the new liability assumed, were recognized directly in the income statement, see explanatory note 31. In addition
to the above-mentioned amounts, part of the issuance did not pass through the Company's cash flow, as it was directly transferred by Abra
to pay the Company's obligations to suppliers.
Up to September 29, 2023, the Company
issued R$6,494,496 to Abra, equivalent to US$1,258,031 thousand, in the form of Senior Secured Notes 2028, whose fair value at
initial recognition amounted to R$6,934,269 (US$1,343,181 thousand). Since the transaction was conducted with Abra, the difference
between the face value of the debt and the fair value was recognized directly in equity.
On the same date, the Company converted R$5,911,181
(US$1,180,442 thousand) of SSNs 2028 into Exchangeable Senior Secured Notes 2028 ("ESSNs 2028"), which may be converted into
GOL preference shares by Abra and are subject to certain conditions precedent, which may or may not be met. The converted SSNs 2028 to
ESSNs 2028 had a carrying amount of R$6,407,575 (US$1,279,570 thousand). These changes were assessed in accordance with CPC 48 - "Financial
Instruments," equivalent to IFRS 9, and met the criteria for derecognition of the liability of the SSNs 2028, with the extinguishment
of the original financial liability and recognition of a new financial liability for the ESSNs 2028.
The ESSNs 2028 issued on September 29, 2023,
have the same maturity date and interest payment terms as the previously existing SSNs. In the context of this transaction, the Company
issued a total of 1,008,166,796 subscription bonuses for preferred shares of the Company's issuance, with 991,951,681 subscribed for
the purpose of future conversion of the ESSNs 2028, see explanatory note 24.3.
The Company initially measured the fair value
of the financial liability using the revenue approach, resulting in an amount of R$6,789,995 (US$1,355,938 thousand). Since the transaction
was conducted with Abra, the difference between the transaction price of the extinguished portion of the SSNs 2028 and the fair value
was recognized directly in equity. The portion corresponding to the conversion option of the securities into shares at market value amounts
to R$3,409,360 (US$680,837 thousand) and is presented as Derivative Operations Liabilities, see explanatory note 31.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
| 16.2. | Loans and financing – Non-current |
On September 30, 2023, the maturities of loans
and financing recorded in non-current liabilities were as follows:
|
2024 |
2025 |
2026 |
2027 |
2027 onwards |
Without maturity date |
Total |
In domestic currency |
Debentures |
88,600 |
354,400 |
177,907 |
- |
- |
- |
620,907 |
Working capital – Lines of credit |
624 |
2,081 |
- |
- |
- |
- |
2,705 |
In foreign currency |
|
|
|
|
|
|
|
Senior Notes 2025 |
- |
1,708,367 |
- |
- |
- |
- |
1,708,367 |
Senior Secured Notes 2026 |
- |
- |
1,221,570 |
- |
- |
- |
1,221,570 |
Senior Secured Amortizing Notes |
124,519 |
387,076 |
140,150 |
- |
- |
- |
651,745 |
Loan Facility |
3,311 |
13,245 |
56,368 |
4,539 |
24,023 |
- |
101,486 |
Senior Secured Notes 2028 |
- |
- |
- |
- |
885,758 |
- |
885,758 |
ESSN 2028 |
- |
- |
- |
- |
3,380,635 |
- |
3,380,635 |
Perpetual bonds |
- |
- |
- |
- |
- |
694,123 |
694,123 |
Total |
217,054 |
2,465,169 |
1,595,995 |
4,539 |
4,290,416 |
694,123 |
9,267,296 |
|
|
The fair value of loans and financing as of
September 30, 2023, is as follows:
|
Book value (*) |
Fair value |
Debentures |
887,534 |
887,534 |
ESN 2024 |
188,134 |
177,293 |
Senior Notes 2025 |
1,728,372 |
976,580 |
Senior Secured Notes 2026 |
1,246,725 |
698,157 |
Senior Secured Amortizing Notes |
1,085,447 |
1,104,202 |
Senior Secured Notes 2028 |
977,851 |
930,287 |
ESSN 2028 |
3,380,635 |
5,914,137 |
Perpetual bonds |
708,464 |
347,665 |
Other loans and financing |
216,213 |
216,213 |
Total |
10,419,375 |
11,252,068 |
(*) Total net of funding costs.
The Company has covenants in the Debentures,
Senior Secured Notes 2026 and Senior Secured Amortizing Notes.
The mandatory measurement of the indicators
provided for in the deeds of the 7th and 8th issuance will be as of September 2023. The next measurement will be
in December 2023.
Within the scope of the Senior Secured Notes
2026, the Company complies with guarantee conditions linked to inventory parts and intellectual property. On September 30, 2023, the Company
had GLA’s parts and equipment guaranteed linked to this agreement meeting the contractual conditions. The next measurement will
be in December 2023.
In the operation of Senior Secured Amortizing
Notes, the Company complies with guarantee conditions related to receivables on a quarterly basis. On September 30, 2023, the Company
had GLA’s receivables as collateral for this contract that met the contractual conditions. The next measurement will be in December
2023.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
On September 30, 2023, the balance of leases payable
includes: (i) R$9,102 relating to variable payments, not included in the measurement of liabilities, and short-term leases (R$15,670 on
December 31, 2022), which fall under the exemption provided for in IFRS 16; and (ii) R$9,798,900 referring to the present value on this
date of future lease payments (R$11,191,289 on December 31, 2022).
The breakdown and changes in the present value of future
lease payments are shown below:
|
Weighted average rate (p.a.) |
December 31, 2022 |
|
|
|
|
|
|
|
|
September 30, 2023 |
|
Current |
Non-current |
Total |
Additions |
Write-offs |
Contractual amendment |
Payments |
Clearing with Deposits and other assets |
Interest incurred |
Interest paid |
Exchange rate change |
Total |
Current |
Non-current |
Agreements in local currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With purchase option |
17.61% |
5,036 |
3,313 |
8,349 |
- |
- |
- |
(3,986) |
- |
856 |
(867) |
- |
4,352 |
4,342 |
10 |
Without purchase option |
10.53% |
37,219 |
221,342 |
258,561 |
2,201 |
- |
13,738 |
(27,553) |
- |
20,674 |
- |
- |
267,621 |
31,874 |
235,747 |
Agreements in foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With purchase option |
7.19% |
133,884 |
1,257,198 |
1,391,082 |
15,643 |
(46,860) |
- |
(93,678) |
(4,850) |
56,991 |
(70,805) |
(54,639) |
1,192,884 |
109,708 |
1,083,176 |
Without purchase option |
12.73% |
1,756,449 |
7,776,848 |
9,533,297 |
240,522 |
(37,215) |
(113,359) |
(1,583,424) |
(187,585) |
829,575 |
- |
(347,768) |
8,334,043 |
1,647,721 |
6,686,322 |
Total |
1,932,588 |
9,258,701 |
11,191,289 |
258,366 |
(84,075) |
(99,621) |
(1,708,641) |
(192,435) |
908,096 |
(71,672) |
(402,407) |
9,798,900 |
1,793,645 |
8,005,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
In the period ended September 30, 2023, the
Company directly recognized in the cost from services, totaling R$81,672 (R$15,082 on September 30, 2022) related to short-term leases
and variable payments.
In the context of dedicated cargo aircraft
operations, the Company earned in the period ended September 30, 2023 subleasing revenue in the amount of R$29,866.
The future payments of leases liabilities
agreements are detailed as follows:
|
September 30, 2023 |
December 31, 2022 |
2023 |
1,058,220 |
3,059,448 |
2024 |
2,368,441 |
2,325,227 |
2025 |
2,056,872 |
2,055,173 |
2026 |
1,762,073 |
1,798,293 |
2027 |
1,593,909 |
1,624,277 |
2027 onwards |
6,096,606 |
5,974,709 |
Total minimum lease payments |
14,936,121 |
16,837,127 |
Less total interest |
(5,128,119) |
(5,630,167) |
Present value of minimum lease payments |
9,808,002 |
11,206,960 |
Less current portion |
(1,802,747) |
(1,948,259) |
Non-current portion |
8,005,255 |
9,258,701 |
| 17.1. | Sale-leaseback transactions |
During the period ended September 30, 2023,
the Company carried out 10 sale-leaseback operations (9 engines and 1 aircraft), from which it recorded a net gain of R$115,563 (R$133,053
referring to 8 sale-leaseback operations (7 aircrafts and 1 engine) during the period ended on September 30, 2022), recorded in the statement
of operations in the group of “Other income (expenses), net”.
|
September 30, 2023 |
December 31, 2022 |
Local currency |
1,543,866 |
1,858,820 |
Foreign currency |
687,247 |
461,134 |
Total |
2,231,113 |
2,319,954 |
|
|
|
Current |
2,118,909 |
2,274,503 |
Non-current |
112,204 |
45,451 |
| 19. | Suppliers - Forfaiting |
The Company has an arrangement in place that
allow suppliers to receive their payments in advance with the financial institution. The forfaiting operations do not imply any change
in the securities issued by their suppliers, with the original trading conditions being maintained, including maturities and amounts.
On September 30, 2023, the amount recorded under current liabilities arising from forfeiting operations was R$40,253 (R$29,941 on December
31, 2022).
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
September 30, 2023 |
December 31, 2022 |
PIS and COFINS |
237 |
91,316 |
Installment payments(a) |
479,761 |
341,756 |
Withholding income tax on salaries |
47,870 |
54,364 |
IRPJ and CSLL payable |
6,247 |
22,125 |
Other |
11,647 |
14,362 |
Total |
545,762 |
523,923 |
|
|
|
Current |
185,813 |
258,811 |
Non-current |
359,949 |
265,112 |
| (a) | In the period ended on September 30, 2023, the Company
entered into new simplified federal tax installment plan of PIS, COFINS, IR and CS, both with a maturity period of 5 years. |
On September 30, 2023, the balance of advance
ticket sales classified in current liabilities was R$3,637,213 (R$3,502,556 on December 31, 2022) and is represented by 10,300,592 tickets
sold and not yet used (8,828,006 on December 31, 2022) with an average use of 62 days (56 days on December 31, 2022).
Balances of advance ticket sales are shown
net of breakage corresponding to R$261,038 on September 30, 2023 (R$ 232,752 on December 31, 2022).
On September 30, 2023, the Company has reimbursements
to pay related to non-performed transports in the amount of R$14,315 (R$48,566 on December 31, 2022), recorded as Other liabilities in
current liabilities.
|
September 30, 2023 |
December 31, 2022 |
Mileage program |
2,597,257 |
2,533,410 |
Breakage |
(833,196) |
(664,106) |
Total |
1,764,061 |
1,869,304 |
|
|
|
Current |
1,591,674 |
1,576,849 |
Non-current |
172,387 |
292,455 |
Breakage consists of the estimate of miles
with a high potential to expire without being used. IFRS 15 – “Revenue from Contract with Customers” provides for the
recognition of revenue by the estimate (breakage) over the contractual period, therefore, before the miles are redeemed, given that this
is not expected before expiration.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
Post-employment benefits |
Aircraft and engine return |
Legal proceedings (a) |
Total |
Balances on December 31, 2022 |
113,397 |
2,601,195 |
815,211 |
3,529,803 |
Recognition (Reversal) of provision |
6,979 |
314,563 |
357,931 |
679,473 |
Provisions used |
- |
(566,493) |
(248,192) |
(814,685) |
Present value adjustment |
10,035 |
131,522 |
- |
141,557 |
Exchange rate variation |
- |
(109,937) |
3,586 |
(106,351) |
Balances on September 30, 2023 |
130,411 |
2,370,850 |
928,536 |
3,429,797 |
|
|
|
|
|
On September 30, 2023 |
|
|
|
|
Current |
- |
538,291 |
- |
538,291 |
Non-current |
130,411 |
1,832,559 |
928,536 |
2,891,506 |
Total |
130,411 |
2,370,850 |
928,536 |
3,429,797 |
|
|
|
|
|
On December 31, 2022 |
|
|
|
|
Current |
- |
634,820 |
- |
634,820 |
Non-current |
113,397 |
1,966,375 |
815,211 |
2,894,983 |
Total |
113,397 |
2,601,195 |
815,211 |
3,529,803 |
| (a) | The provisions used consider write-offs
due to the revaluation of estimates and settled processes. |
| 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.
| 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, 2023, 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:
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
Probable loss |
Possible loss |
|
September 30, 2023 |
December 31, 2022 |
September 30, 2023 |
December 31, 2022 |
Civil |
188,960 |
165,475 |
70,551 |
74,212 |
Labor |
402,863 |
425,711 |
133,260 |
137,245 |
Tax |
336,713 |
224,025 |
1,400,981 |
1,247,288 |
Total |
928,536 |
815,211 |
1,604,792 |
1,458,745 |
The National Union of Airline Companies (SNEA)
is discussing the maintenance, by its members, of the tax regime for the Social Security Contribution on Gross Revenue (CPRB) throughout
the calendar year 2018, disregarding the effects of Law No. 13670/18, which came into effect in September 2018. Considering the position
of the Superior Courts on the matter, especially the STJ (1st panel) through theme 1184, on September 30, 2023, the Company reassessed
the loss prognosis, resulting in the reclassification of the related debts as probable risk.
During the period ending on September 30,
2023, the Brazilian Federal Revenue Service initiated administrative proceedings against the Company regarding the non-approval of offsets
of social security contribution credits in the amount of R$65,010. These proceedings have been evaluated by the Company's management and
legal advisors as having a possible risk, as there are defense arguments in the context of administrative appeals.
Details regarding other relevant legal proceedings
were disclosed in the financial statements for the year ended December 31, 2022.
There were no other relevant movements concerning
new proceedings or reclassification of risk loss in the period ending on September 30, 2023.
In 2007, the Company filed an
arbitration at the International Court of Arbitration (“ICC”) against the sellers of VRG and its controlling
shareholders due to the purchase price adjustment. In January 2011, ICC ruled in GOL’s favor. The procedure to enforce the
arbitration decision started at the Cayman Court, jurisdiction of one of the defendants, which ruled in May 2022 in GOL’s
favor, confirming that the court decision can be fully enforced. In May 2022, an agreement was signed between the parties, settled
in September 2023, through which GOL received US$42,000 thousand, equivalent to R$204,330 on the date of receipt, for the final
resolution of the arbitration.
On February 15, 2023, the Company's Board
of Directors approved the voluntary conversion of 210 common shares into 6 preferred shares, all registered and without par value and
without changing the value of the Company's capital stock.
On July 26, 2023, the Company's Board of Directors
approved an increase in the social capital amounting to R$264 through the issuance of 85,827 preferred shares, all nominative and with
no nominal value, resulting from the exercise of stock options granted to eligible employees under the Stock Option Plan.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
On September 30, 2023, the Company's share
capital was R$4,040,661 (R$4,040,397 on December 31, 2022) represented by 3,200,601,904 shares, with 2,863,682,500 common shares and 336,919,404
preferred shares (3,200,516,281 shares, comprise by 2,863,682,710 common shares and 336,833,571 preferred shares on December 31, 2022).
The share capital above is reduced by the costs to issue shares totaling R$157,495 on September 30, 2023 and December 31, 2022.
The Company’s shares are held as follows:
|
September 30, 2023 |
December 31, 2022 |
|
Common shares |
Preferred shares |
Total |
Common shares |
Preferred shares |
Total |
Abra MOBI LLP (1) (2) (3) |
50.00% |
18.80% |
24.89% |
- |
- |
- |
Abra Kingsland LLP (3) |
50.00% |
18.80% |
24.89% |
- |
- |
- |
MOBI FIA (1) (2) (3) |
- |
- |
- |
100.00% |
38.93% |
50.87% |
American Airlines Inc. |
- |
6.60% |
5.31% |
- |
6.60% |
5.31% |
Path Brazil (2) |
- |
- |
- |
- |
3.22% |
2.59% |
Abra Group Limited |
- |
3.76% |
3.02% |
- |
- |
- |
Others |
- |
1.59% |
1.30% |
- |
1.41% |
1.14% |
Market |
- |
50.45% |
40.59% |
- |
49.84% |
40.09% |
Total |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
100.00% |
| (1) | In the context of the 2024 Exchangeable
Senior Notes issued in 2019, MOBI lent up to 14,000,000 ADSs to Bank of America Corporation, which operates the ADS lending mechanism,
in order to facilitate privately traded derivative transactions or other hedge activities related to the Exchangeable Senior Notes. As
of September 30, 2023, there are 4,477,760 preferred shares, equivalent to 1.1% of the total, given as collateral for this operation,
which will be returned to MOBI upon the maturity of the Exchangeable Senior Notes or the termination of the lending agreement. As part
of the closing of the transactions involved in the creation of Abra Group Limited, the ADSs were transferred to Abra MOBI LLP and Abra
Kingsland LLP and partially canceled. On August 11, 2023, 11,761,120 ADSs were canceled, and the underlying GOL preferred shares were
delivered to Abra's affiliates. Currently, there are 2,238,880 ADSs in circulation subject to the ADS lending agreement with Bank of America
Corporation, which will be returned upon the maturity of the Exchangeable Senior Notes or the termination of the ADS lending agreement. |
| (2) | It refers to legal entities controlled
by the controlling shareholders (Constantino family). |
| (3) | In the context of the agreement
between the controlling shareholder and the main shareholders of Avianca, in the period ended September 30, 2023 MOBI FIA transferred
100% of the common shares of the Company to Abra. In the same period, Abra transferred 50% of the Company’s common shares to Abra
Kingsland LLP and 50% of the Company’s common shares to Abra MOBI LLP. Abra holds 99.99% of the economic rights in Abra MOBI LLP
and in Abra Kingsland LLP. |
The authorized share capital on September
30, 2023 is R$17 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, 2023, the Company had 514,150
treasury preferred shares, totaling R$17,534 (1,140,940 shares totaling R$38,910 on December 31, 2022). On September 30, 2023, the closing
market price for treasury shares was R$6.61 (R$7.34 on December 31, 2022).
| 24.3. | Subscription warrants |
On August 14, 2023, the Company's Board of
Directors approved the issuance of up to 1,891,497,584 of subscription warrants, at a price of R$5.84 per unit, with an exercise period
until March 2, 2028. Each warrant will give its holder the right to subscribe 1 preferred share, at an exercise price of BRL 5.82, which
may be adjusted from time to time under the terms described in the warrants.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
After the conclusion of the preferential rights
period for the Company's shareholders, 883,161,640 subscription warrants were not subscribed and paid, while 1,008,335,944 subscription
warrants were subscribed and paid, as follows:
| · | 991,951,681 were subscribed and
paid by GOL Equity Finance, whose preferential rights were gratuitously transferred by the controlling shareholders in the context of
the issuance of the Exchangeable Senior Secured Notes 2028; |
| · | 16,215,115 were subscribed and paid by minority shareholders; and |
| · | 169,148 were subject to conditional
orders, canceled in October 2023. |
The Company's results per share was determined
as follows:
|
September 30, 2023 |
September 30, 2022 |
|
Common shares |
Preferred shares |
Total |
Common shares |
Preferred shares |
Total |
Numerator |
|
|
|
|
|
|
Loss for the period |
(24,341) |
(100,212) |
(124,553) |
(360,232) |
(1,432,151) |
(1,792,383) |
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
Weighted average number of outstanding shares (in thousands) |
2,863,683 |
336,340 |
|
2,863,683 |
324,143 |
|
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) |
2,863,683 |
336,340 |
|
2,863,683 |
324,143 |
|
|
|
|
|
|
|
|
In Brazilian Real (R$) |
|
|
|
|
|
|
Basic and Diluted (loss) per share |
(0.008) |
(0.298) |
|
(0.126) |
(4.418) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to the losses reported for the periods
ending on September 30, 2023, and September 30, 2022, potentially convertible instruments were not included in the total number of shares
in circulation for the calculation of diluted loss per share.
The conditions of the stock option and restricted
share plans granted to the Company’s Executive Officers were disclosed in detail in the annual financial statements related to the
year ended December 31, 2022, and did not change during the period ended on September 30, 2023.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
| 26.1. | Stock option plan - GOL |
The movement of the stock options outstanding
for in the period ended on September 30, 2023, is as follows:
|
Number
of stock
options |
Weighted
average exercise price |
Outstanding options on December 31, 2022 |
8,072,765 |
13.00 |
Options exercised |
(85,827) |
3.07 |
Options canceled and adjustments in estimated prescribed rights |
(1,574,642) |
13.50 |
Outstanding options on September 30, 2023 |
6,412,296 |
13.48 |
|
|
|
Number of options exercisable on: |
|
|
December 31, 2022 |
5,166,147 |
14.64 |
September 30, 2023 |
4,828,992 |
14.51 |
The expense recognized in the statement of
operations for period corresponding to the stock option plans in the period ended September 30, 2023, was R$6,343 (R$5,135 in the period
ended September 30, 2022).
| 26.2. | Restricted share plan - GOL |
On September 30, 2023, the company transferred
492,198 treasury shares to settle the restricted stock plan. As of September 30, 2023, the Company has 1,625,952 restricted shares (2,135,887
as of December 31, 2022).
The expense recognized in the statement of
operations for the period corresponding to the restricted share plans in the period ended September 30, 2023, was R$4,421 (R$8,047 in
the period ended September 30, 2022).
| 27. | Transactions with related parties |
| 27.1. | Transportation 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 November 2025; and |
| · | Viação Piracicabana
Ltda.: Provision of passenger, baggage, crew, and employee transportation services between airports, effective until September 2026. |
During the period ended September 30, 2023,
GLA recognized total expenses related to these services of R$2,564 (R$2,834 in the period ended September 30, 2022). On the same date,
the balance payable to related companies, under “Suppliers”, was of R$39 (R$737 on December 31, 2022).
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, 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 airfare and related services, seeking to simplify billing
and make feasible payment between the participating companies.
These contracts were entered into under market
conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated
above are owned by the Company's main shareholders.
| 27.3. | 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 until January 2024, 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.
These contracts were entered into under market
conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated
above are owned by the Company's main shareholders.
| 27.4. | Commercial partnership agreement – Pagol |
During the year ended December 31, 2022, the
Company entered into two agreements with the related party Pagol Participações Societárias Ltda (“Pagol”).
The Company and Pagol entered into a commercial
agreement to disclose the financial products offered by Pagol to the Company's customers, suppliers and employees. This Agreement is valid
for 10 years and its implementation depends on precedent conditions established in the agreement, with the possibility of the Company
receiving a commission income, to be negotiated between the parties, according to the products offered. Subsequently, on April 4, 2023,
the Parties included Pagol Sociedade de Crédito Direto S.A. as part of the Agreement.
Under the commercial agreement, during the
year ended December 31, 2022, the Company entered into an agreement for the Intermediation of Credit Assignment Operations, which allows
the Company's suppliers to prepay their receivables with Pagol. On September 30, 2023, the subsidiary GLA did not conduct transactions
related to these services (R$2,319 on September 30, 2022), and there were no outstanding balances on this date and as of December 31,
2022.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
In November, 2022, the Company entered into
an agreement to associate Pagol with the Smiles Program, for the acquisition and granting of redemption rights embodied in Smiles miles
to its customers, as an incentive to acquire the products/services offered by Pagol. The amount will be paid by Pagol, monthly, corresponding
to the miles acquired in the period. This Agreement is valid for 12 (twelve) months from its signature, and the period may be extended
by mutual agreement between the Parties. During the nine-month period ending on September 30, 2023, the Company conducted transactions
under this agreement totaling R$118,604, with R$11,915 receivable as of this date.
Under the commercial agreement, in May 2023,
the Company signed the Term of Agreement for the Granting of Private Payroll Credit with Pagol Sociedade de Crédito Direto S.A.,
in order to grant loan(s) and financing(s) to its employees.
These contracts were entered into under market
conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The company indicated
above is owned by Company's main shareholders.
| 27.5. | Commercial partnership agreement – Comporte |
In December 2022, the Company entered into
an agreement with the related party Comporte Participações S.A. (“Comporte”), the purpose of which is the advance
sale of Smiles miles for Comporte to offer to its customers directly or indirectly.
The contract established the advance sale
of Smiles miles in the amount of R$70,000 (seventy million Reais), which were paid in December 2022. This Agreement is valid for 12 (twelve)
months from its signature or when the batch of Smiles Miles acquired runs out, whichever occurs first, the term may be extended by mutual
agreement between the Parties. The balance received was recognized as advances from customers in current liabilities. The balance received
was recognized as advances from customers in current liabilities. During the period ending on September 30, 2023, Comporte assigned the
advances to Pagol.
These contracts were entered into under market
conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated
above are owned by the Company's main shareholders.
| 27.6. | Support agreement - Abra |
In accordance with the controlling shareholder
transaction disclosed in explanatory notes 1.4 and 16.1.4, in March 2023, the Company and Abra signed the Support Agreement with Abra's
commitment to invest in the Company through the issuance of Senior Secured Notes due in 2028. The amounts related to this transaction
are recognized under “Loans and Financing”.
| 27.7. | Agreements with Avianca |
In the context of the formation of Abra, Aerovias
del Continente Americano S.A. ("Avianca") became a related party. The subsidiary GLA has the following contracts with Avianca
group companies: (i) Codeshare Agreement, signed in October 2019, for the sharing of their airline codes to expand the offering of air
traffic between the negotiating companies to their customers; (ii) Frequent Flyer and Loyalty Program Participation Agreement, signed
in July 2020, for mutual participation in the Smiles and LifeMiles Loyalty Program; (iii) Special Prorate Agreement, signed in June 2023,
for the sharing of revenue between the airlines; and (iv) Reciprocal Lounge Access Agreement, signed in September 2023, for the sharing
of lounge access for their customers.
These contracts were entered into on market
terms, in line with those prevailing in agreements that the Company would enter into with other airlines.
| 27.8. | Compensation of key management personnel |
|
September 30, 2023 |
September 30, 2022 |
Salaries, wages and benefits (*) |
27,534 |
27,767 |
Payroll and charges |
8,725 |
10,839 |
Share-based compensation |
16,141 |
14,073 |
Total |
52,400 |
52,679 |
(*) Includes compensation
for members of the Management, Audit Committee and Fiscal Council.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
September 30, 2023 |
September 30, 2022 |
Passenger transportation (a) |
12,511,312 |
10,094,130 |
Cargo transportation |
678,503 |
342,172 |
Mileage program |
574,779 |
389,840 |
Other revenue |
78,354 |
42,482 |
|
13,842,948 |
10,868,624 |
|
|
|
Related tax (b) |
(111,382) |
(396,511) |
Net revenue |
13,731,566 |
10,472,113 |
| (a) | Of the total amount, the total
of R$276,441 for the period ended on September 30, 2023, is made up of the revenue from non-attendance of passengers, rescheduling, ticket
cancellation (R$142,652 for the period ended September 30, 2022). |
| (b) | The PIS and COFINS rates on revenues
arising from regular passenger air transportation earned in the period ended September 30, 2023 were reduced to 0 (zero) with the enactment
of Provisional Measure 1147/2022, which was converted into Law 14592/2023. |
Revenue by geographical location is as follows:
|
September 30, 2023 |
% |
September 30, 2022 |
% |
Domestic |
11,955,895 |
87.1% |
9,353,417 |
89.3% |
International |
1,775,671 |
12.9% |
1,118,696 |
10.7% |
Net revenue |
13,731,566 |
100% |
10,472,113 |
100% |
|
September 30, 2023 |
September 30, 2022 |
Financial income |
|
|
Interest on financial investments |
117,256 |
64,226 |
Gains from repurchase of bonds (d) |
183,082 |
- |
Others (a) (b) |
29,280 |
46,273 |
Financial income |
329,618 |
110,499 |
|
|
|
Financial expenses |
|
|
Interest and costs on loans and financing |
(1,267,968) |
(818,614) |
Interest on leases |
(908,096) |
(913,765) |
Interest on the provision for aircraft return |
(131,522) |
(147,762) |
Commissions, bank charges and interest on other operations |
(455,930) |
(388,606) |
Others |
(282,562) |
(183,271) |
Financial expenses |
(3,046,078) |
(2,452,018) |
|
|
|
Derivative financial instruments |
|
|
Conversion right and derivatives - ESN (c) |
8,868 |
39,901 |
Other derivative financial instruments |
(12,415) |
(34,806) |
Derivative financial instruments |
(3,547) |
5,095 |
|
|
|
Monetary and foreign exchange rate variation, net |
477,480 |
642,787 |
|
|
|
Total |
(2,242,527) |
(1,693,637) |
| (a) | For the period ended on September
30, 2023, the amount of R$8,466 refer to PIS and COFINS levied on financial revenues earned, as per Decree 8,426 of April 1, 2015 (R$14,441
for the period ended September 30, 2022). |
| (b) | The amount recorded in Other includes
loan interest in the amount of R$201,015 in the period ended September 30, 2023 (R$131,481 for the period ended September 30, 2022). |
| (c) | See Note 31.2 (ESN and Capped call). |
| (d) | Gain arising from the transaction
disclosed in Note 16.1.4. |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
On September 30, 2023 and December 31, 2022,
the Company had 106 firm orders for aircraft acquisitions with Boeing (91 on December 31, 2022). 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$20,018,547 (R$20,574,804 on December 31, 2022) corresponding
to US$3,997,633 thousand on September 30, 2023 (US$3,943,271 thousand on December 31, 2022) and are segregated as follows:
|
September 30, 2023 |
December 31, 2022 |
2023 |
3,172,143 |
4,234,480 |
2024 |
2,676,186 |
5,847,873 |
2025 |
2,726,827 |
6,970,535 |
2026 |
3,456,168 |
3,521,916 |
2026 onwards |
7,987,223 |
- |
Total |
20,018,547 |
20,574,804 |
Of the total commitments presented
above, the Company should disburse the amount of R$6,670,927 (corresponding to US$1,332,161 thousand on September 30, 2023) as
advances for aircraft acquisition, according to the financial flow below:
|
September 30, 2023 |
December 31, 2022 |
2023 |
1,035,520 |
1,642,175 |
2024 |
980,452 |
1,990,773 |
2025 |
916,659 |
2,355,513 |
2026 |
1,133,467 |
1,182,264 |
2026 onwards |
2,604,829 |
- |
Total |
6,670,927 |
7,170,725 |
| 30.1. | 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, 2023, the purchase commitments total R$301,542
until 2023.
| 31. | Financial instruments and risk
management |
Operational activities expose the Company
and its subsidiaries to market risk, credit risk and liquidity risk. These risks can be mitigated by using exchange swap derivatives,
futures and options contracts based on oil, U.S. dollar and interest markets.
Financial instruments are managed by the
Financial Policy Committee (“CPF”) in line with the Risk Management Policy approved by the Risk Policy Committee (“CPR”)
and submitted to the Board of Directors. The CPR establishes the guidelines, limits and monitors the controls, including the mathematical
models adopted for the continuous monitoring of exposures and possible financial impacts, in addition to curbing the exploration of speculative
operations with financial instruments.
The details regarding how the Company manages
risks have been widely presented in the annual financial statements related to the year ended December 31, 2022. Since then, there have
been no changes.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
| 31.1. | Accounting classifications of financial instruments |
The accounting classifications of the Company’s
financial instruments on September 30, 2023 and December 31, 2022 are as follows:
|
Measured at fair value through profit or loss |
Amortized cost |
|
September 30, 2023 |
December 31, 2022 |
September 30, 2023 |
December 31, 2022 |
Assets |
|
|
|
|
Cash and bank deposits |
523,141 |
168,994 |
- |
- |
Cash equivalents |
- |
41 |
- |
- |
Financial investments |
470,572 |
423,418 |
- |
- |
Trade receivables |
- |
- |
1,044,733 |
887,734 |
Deposits (a) |
- |
- |
2,124,000 |
2,068,593 |
Derivative assets |
16,418 |
29,256 |
- |
- |
Other credits and amounts |
- |
- |
260,107 |
232,633 |
|
|
|
|
|
Liabilities |
|
|
|
|
Loans and financing (b) |
164 |
17,753 |
10,419,211 |
11,967,138 |
Leases |
- |
- |
9,808,002 |
11,206,959 |
Suppliers |
- |
- |
2,231,113 |
2,319,954 |
Suppliers - factoring |
- |
- |
40,253 |
29,941 |
Derivative liabilities |
3,409,360 |
536 |
- |
- |
Other liabilities |
- |
- |
605,054 |
692,171 |
| (a) | Excludes court deposits, as described
in Note 10. |
| (b) | The amounts on September 30, 2023
and December 31, 2022, classified as measured at fair value through profit or loss, are related to the derivative contracted through Exchangeable
Senior Notes 2024. |
During the period ended September 30, 2023,
there was no change in the classification between categories of the financial instruments.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
| 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 |
Exchange |
Capped call |
ESN |
Revenue hedge |
Total |
Fair value changes |
|
|
|
|
|
|
|
Derivatives assets (liabilities) on December 31, 2022 |
22,255 |
(536) |
- |
7,002 |
(17,753) |
- |
10,968 |
Gains (losses) recognized in income (expenses) |
(6,834) |
106 |
(1,147) |
(6,233) |
12,453 |
- |
(1,655) |
Payments during the period |
(1,128) |
457 |
2,476 |
- |
5,136 |
- |
6,941 |
Derivatives embedded in new contracts |
- |
- |
- |
- |
(3,409,360) |
- |
(3,409,360) |
Derivatives assets (liabilities) on September 30, 2023 |
14,293 |
27 |
1,329 |
769 |
(3,409,524) |
- |
(3,393,106) |
Derivative assets |
14,293 |
27 |
1,329 |
769 |
- |
- |
16,418 |
Loans and financing |
- |
- |
- |
- |
(164) |
- |
(164) |
Obligations with derivative operations |
- |
- |
- |
- |
(3,409,360) |
- |
(3,409,360) |
|
|
|
|
|
|
|
|
Changes in the adjustment of equity valuation |
|
|
|
|
|
|
|
Balance on December 31, 2022 |
- |
(290,549) |
|
- |
- |
(322,804) |
(613,353) |
Adjustments of hedge accounting of revenue |
- |
- |
- |
- |
- |
50,113 |
50,113 |
Net reversal to income (expenses) |
- |
4,541 |
- |
- |
- |
123,179 |
127,720 |
Balances on September 30, 2023 |
- |
(286,008) |
- |
- |
- |
(149,512) |
(435,520) |
|
|
|
|
|
|
|
|
Effects on income (expenses) |
(6,834) |
(4,433) |
(1,147) |
(6,233) |
12,453 |
(173,292) |
(179,486) |
Revenue net |
- |
- |
- |
- |
- |
(126,833) |
(126,833) |
Financial results |
(6,834) |
(4,433) |
(1,147) |
(5,879) |
14,746 |
- |
(3,547) |
Monetary and foreign exchange rate variation, net |
- |
- |
- |
(354) |
(2,293) |
(46,459) |
(49,106) |
|
|
|
|
|
|
|
|
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, 2023, 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.
On September 30, 2023, the cash flow hedges
are scheduled for realization and, therefore, reclassification to expense according to the following periods:
|
2023 |
2024 |
2025 |
2026 |
2027 |
2027 onwards |
Total |
Interest rate |
(3,691) |
(36,014) |
(36,461) |
(36,288) |
(35,632) |
(137,922) |
(286,008) |
Revenue hedge |
(45,262) |
(104,250) |
- |
- |
- |
- |
(149,512) |
Total |
(48,953) |
(140,264) |
(36,461) |
(36,288) |
(35,632) |
(137,922) |
(435,520) |
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, 2023 at US$90.79:
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
|
Fuel |
|
Barrel price
(in USD) |
Impact
(in thousand of Reais) |
Decline in prices/barrel (-25%) |
66.60 |
(14,832) |
Decline in prices/barrel (-10%) |
79.92 |
(9,748) |
Increase in prices/barrel (+10%) |
97.68 |
13,992 |
Increase in prices/barrel (+25%) |
111.00 |
38,810 |
31.3.2. Interest
rate
The Company is mainly exposed to lease transactions
indexed to changes in the interest rate until the aircraft is received. To mitigate such risks, the Company can use derivative financial
instruments.
On September 30, 2023, 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, 2023 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 |
SOFR rate increase |
Reference rates |
12.75% |
5.31% |
Exposure amount (probable scenario) (b) |
(573,203) |
(303,322) |
Remote favorable scenario (-25%) |
24,646 |
4,027 |
Possible favorable scenario (-10%) |
9,859 |
1,611 |
Possible adverse scenario (+10%) |
(9,859) |
(1,611) |
Remote adverse scenario (+25%) |
(24,646) |
(4,027) |
| (a) | Refers to the sum of the amounts
invested and raised in the financial market and indexed to the CDI and SOFR rates. |
| (b) | Book balances recorded as of September
30, 2023. |
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, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
The Company’s foreign currency exposure
is summarized below:
|
September 30, 2023 |
December 31, 2022 |
Assets |
|
|
Cash, cash equivalents and financial investments |
608,296 |
274,186 |
Trade receivables |
221,455 |
215,113 |
Deposits |
2,124,000 |
2,068,593 |
Derivative assets |
16,418 |
29,256 |
Total Assets |
2,970,169 |
2,587,148 |
|
|
|
Liabilities |
|
|
Loans and financing |
(9,475,944) |
(10,797,091) |
Leases |
(9,536,029) |
(10,940,049) |
Suppliers |
(687,247) |
(461,134) |
Provisions |
(2,370,850) |
(2,601,195) |
Obligations with derivative operations |
(3,409,360) |
- |
Total Liabilities |
(25,479,430) |
(24,799,469) |
|
|
|
Exchange rate exposure liabilities |
(22,509,261) |
(22,212,321) |
|
|
|
Commitments not recorded in the statements of financial position |
|
|
Future obligations resulting from firm aircraft orders |
(20,018,547) |
(20,574,804) |
Total |
(20,018,547) |
(20,574,804) |
|
|
|
Total exchange rate exposure R$ |
(42,527,808) |
(42,787,125) |
Total
exchange rate exposure - US$ thousand |
(8,492,653) |
(8,200,380) |
Exchange rate (R$/US$) |
5.0076 |
5.2177 |
As of September 30, 2023, the Company adopted
the closing exchange rate of R$5.0076/US$1.00 as a likely scenario. The table below shows the sensitivity analysis and the effect on income
(expenses) of exchange rate fluctuations in the exposure amount of the period as of September 30, 2023:
|
Exchange rate |
Effect on income (expenses) |
Net liabilities exposed to the risk of appreciation of the U.S. dollar |
5.0076 |
22,509,261 |
Dollar depreciation (-25%) |
3.7557 |
5,627,315 |
Dollar depreciation (-10%) |
4.5068 |
2,250,926 |
Dollar appreciation (+10%) |
5.5084 |
(2,250,926) |
Dollar appreciation (+25%) |
6.2595 |
(5,627,315) |
31.3.4. Capped
call
The Company, through Gol Equity Finance, in
the context of the pricing of the ESN issued on March 26, April 17 and July 17, 2019, contracted private derivative transactions (Capped
call) with part of the note subscribers with the purpose of minimizing the potential dilution of the Company’s preferred shares
and ADSs.
Credit risk is inherent in the Company’s
operating and financing activities, mainly in cash and cash equivalents, financial investments and trade receivables. Financial assets
classified as cash, cash equivalents, and financial investments are deposited with counterparties rated investment grade or higher by
S&P or Moody's (between AAA and AA-), pursuant to risk management policies.
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, 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, 2023 and December 31, 2022 are as follows:
|
Less than
6 months |
6 to 12 months |
1 to 5 years |
More than
5 years |
Total |
Loans and financing |
277,218 |
874,861 |
8,573,173 |
694,123 |
10,419,375 |
Leases |
1,127,169 |
675,578 |
4,237,530 |
3,767,725 |
9,808,002 |
Suppliers |
2,270,177 |
- |
112,204 |
- |
2,382,381 |
Suppliers – factoring |
40,253 |
- |
- |
- |
40,253 |
Obligations with derivative operations |
- |
- |
3,409,360 |
- |
3,409,360 |
Other liabilities |
62,112 |
269,983 |
272,959 |
- |
605,054 |
On September 30, 2023 |
3,776,929 |
1,820,422 |
16,605,226 |
4,461,848 |
26,282,005 |
|
|
|
|
|
|
Loans and financing |
723,756 |
402,873 |
10,055,253 |
803,009 |
11,984,891 |
Leases |
1,210,715 |
737,543 |
4,886,666 |
4,372,035 |
11,206,959 |
Suppliers |
2,274,503 |
- |
45,451 |
- |
2,319,954 |
Suppliers – factoring |
29,941 |
- |
- |
- |
29,941 |
Derivative liabilities |
260 |
259 |
17 |
- |
536 |
Other liabilities |
225,752 |
154,096 |
312,323 |
- |
692,171 |
On December 31, 2022 |
4,464,927 |
1,294,771 |
15,299,710 |
5,175,044 |
26,234,452 |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
The Company seeks alternatives to capital
in order to meet its operational needs, aiming a capital structure that considers suitable parameters for the financial costs, the maturities
of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net indebtedness, including short
and long-term loans and financing and leases. The following table shows the financial leverage:
|
September 30, 2023 |
December 31, 2022 |
Total loans and financing |
10,419,375 |
11,984,891 |
Total leases |
9,808,002 |
11,206,959 |
(-) Cash and cash equivalents |
(523,141) |
(169,035) |
(-) Financial investments |
(470,572) |
(423,418) |
Net indebtedness |
19,233,664 |
22,599,397 |
| 32. | Non-cash transactions |
|
September 30, 2023 |
September 30, 2022 |
Write-off of lease agreements (Other revenues / Leases to pay) |
37,215 |
2,558 |
Right of Use of flight equipment (Property, plant & equipment / Leases to pay) |
159,211 |
- |
Right of Use non-aeronautical assets (Property, plant & equipment / Leases to pay) |
15,643 |
172,900 |
Leaseback and additions of aircraft leases (Property, plant & equipment / Leases to pay) |
- |
2,492,948 |
Contractual leases renegotiation (Property, plant & equipment / Leases to pay) |
- |
108,698 |
Provision for aircraft return (Property, plant & equipment / Provisions) |
14,876 |
36,453 |
Unrealized income (expenses) of derivatives (Derivative rights / Equity valuation adjustments) |
- |
164,529 |
Deposit in guarantee (Deposits / Leases to pay) |
185,997 |
13,611 |
Fair value result in transaction with controlling shareholder (Loans and financing / Capital reserve) |
822,193 |
- |
Conversion of SSN 2028 into ESSN 2028 (loans/financing) |
6,407,575 |
- |
Treasury shares transferred (Treasury shares / Capital reserves) |
19,472 |
2,566 |
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, 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 period ended September 30, 2023:
|
September 30, 2023 |
|
|
|
|
Non-cash transactions |
Adjustments to profit |
|
Opening balance |
Net cash used in financing activities |
Net cash used in operating activities |
Compensation with deposits and others |
Property, plant and equipment acquisition through new agreements |
Treasury shares and stock options |
Monetary and Exchange rate changes, net and gain from repurchase costs |
Interest loans and amortization of costs and goodwill |
Unrealized income (expenses) on derivatives |
Fair issue value and transaction costs |
Closing balance |
Loans and financing |
11,984,891 |
966,489 |
(610,892) |
223,634 |
207,611 |
- |
(455,920) |
1,267,968 |
(3,424,106) |
259,700 |
10,419,375 |
Leases |
11,206,959 |
(1,708,641) |
(70,243) |
(185,997) |
60,234 |
- |
(402,406) |
908,096 |
- |
- |
9,808,002 |
Capital stock |
4.040.397 |
264 |
- |
- |
- |
- |
- |
- |
- |
- |
4,040,661 |
Capital reserves |
1,178,568 |
95,709 |
- |
|
- |
(10,612) |
- |
- |
- |
(822,193) |
441,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the unaudited interim condensed consolidated financial information statements September 30, 2023 (In thousands of Reais - R$, except when otherwise indicated) |
| |
On October 26, 2023, the Company and Air France-KLM signed
an agreement to extend and enhance their strategic partnership for the next 10 years. Under the terms of this agreement, both parties
will grant each other exclusivity on routes between Europe and Brazil and will improve their commercial cooperation. This will result
in improved connectivity, a better customer experience, and more benefits for their respective customers.
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: November 10, 2023
GOL LINHAS AÉREAS INTELIGENTES S.A. |
|
|
|
|
By: |
/s/ Mario Tsuwei Liao |
|
|
Name: Mario Tsuwei Liao
Title: Chief Financial and IR Officer |
Gol Linhas Aereas Inteli... (NYSE:GOL)
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