6-K 1 golitr3q20_6k.htm FORM 6-K

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 2020

(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___ 

 

 

 

 

 

 

 

 

Parent Company and Consolidated

Quarterly Information (ITR)

 

GOL Linhas Aéreas Inteligentes S.A.

September 30, 2020

with Review Report on the Quarterly Information

 

 

 

 

 

 

 

Gol Linhas Aéreas Inteligentes S.A.

 

Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

 

 

 

 

Contents

 

 

 

Comments on the Performance 03
Report of the Statutory Audit Committee 08
Statement of the Executive officers on the Parent Company and Consolidated Quarterly Information (ITR) 09
Statement of the Executive officers on the Independent Auditors’ Review Report 10
Independent Auditors’ Review Report on the Quarterly Information (ITR) 11

 

 

Balance Sheets 12
Income Statements 14
Statements of Comprehensive Income (SCI) 16
Statements of Changes in Shareholders’ Equity (SCSE) 17
Statements of Cash Flows (SCF) 18
Statements of Value Added (SVA) 20
Notes on the Parent Company and Consolidated Quarterly Information (ITR) 21

 

 

 

 

Comments on Performance

The third quarter of 2020 reflects a period of strong recovery in the volume of operations, with a record number of passengers since GOL initiated its essential network in April. GOL is the only airline in Brazil that managed consistently to maintain a load factor at a level close to 80% across its network during the pandemic to date.

 

Added to the cost containment and cash preservation measures implemented by the Company, GOL is now in an advantageous position to capture market share as the demand for travel continues to increase. The operating environment remains challenging, but the Company is optimistic that conditions will continue to improve during the remainder of the year. We are seeing consistent growth in the search for GOL air tickets for leisure and holiday planning at the end of the year. This demand growth is specifically concentrated in the domestic market, which accounts for 100% of the Company’s network operations.

 

Team of Eagles: We are immensely proud to be the first and only airline in South America to announce agreements to guarantee the jobs of over 14,000 Employees, in addition to offering Voluntary Leave, Dismissal and Retirement Programs. The dedication, commitment and professionalism in this extremely challenging moment has been crucial for our success to date and it will be a great competitive differential for the recovery in 2021. Once again, we would like to thank our Employees for the demonstration of unity and proactiveness that are unique characteristics of GOL.

 

Customer Experience and Personal Safety: Net Promoter Score (NPS) remained stable at 38 in the quarter and is indicative of the combination of the Company’s best-in-market product and the high engagement of the Customer service team. For the third consecutive year, GOL was the most remembered brand in its category as measured in the 30th edition of “Folha Top of Mind 2020”, with 33% mentions among the more than 7,500 Brazilians interviewed. GOL’s strategy has proved to be effective as the Company increased its market share to 40% in the Brazilian domestic market, according to data from ANAC. GOL also owns a 42% share of the 3Q20 corporate passenger segment, according to data from ABRACORP.

 

Sales: The month of September was marked by a 43% increase in the search for airline tickets. As a result of this greater interest, the Company registered a 60% increase in ticket sales, across all of its channels, compared to August 2020. In the third quarter, consolidated gross sales reached approximately R$1.7 billion, an increase of 132% in relation to 2Q20. GOL’s daily sales in 3Q20 exceeded R$20 million, which represent 50% of pre-pandemic sales level. With additional flights during the month of September, passenger revenue increased 110% over July.

 

Also in September, GOL launched a new fast package delivery service, the “CHEGOL”. The service consists of express freight with priority throughout Brazil, without the need to weigh the product according to the dimensions of the freight box.

 

On September 15th, the Company celebrated the 14th anniversary of its Aeronautical Maintenance Center. This story started with the old Campaign Hangar, and today, thanks to the commitment to innovation and efficiency, together with the exceptional work of the Team of Eagles, this facility has become a business opportunity for GOL Aerotech.

 

Capacity: The Company maintains solid position in the main Brazilian commercial airports due to its irreplaceable network, with main hubs at GRU, GIG, BSB and FOR. In addition, it establishes a new hub in Salvador, through which GOL can explore new regional markets together with its strategic partners. The addition of capacity has clear profitability criteria to ensure the sustainable resumption of operations. During the quarter, the Company did not operate regular flights in the international market, however, we plan the reopening of these bases in a phased manner, according to the position of governments in relation to the reopening of borders for tourism and the demand behavior.

 

 

 

 

Our single-type fleet operating model and dominant position in the main Brazilian hubs with high density traffic allows us to quickly add routes where required by demand. We are adapting our network almost simultaneously to market variations, while maintaining our discipline to ensure equilibrium between supply and demand. We do not face the same concerns as our competitors with fleet complexity or the exposure of large aircraft exclusively destined for the international market. We have not deviated from what GOL has always focused on doing: delivering an efficient service with the best Customer experience and maintaining a resilient balance sheet to finance our operations and accelerate our profitable growth.

 

Operating and Financial Indicators

Traffic Data – GOL (in Millions) 3Q20 3Q19 % Var. 9M20 9M19 % Var.
RPK GOL – Total

3,164

11,114 -71.5% 13,884 31,056 -55.3%
  RPK GOL –Domestic 3,164 9,595 -67.0% 12,594 26,760 -52.9%
  RPK GOL – International - 1,519 NM 1,290 4,295 -70.0%
ASK GOL – Total 3,992 13,406 -70.2% 17,444 37,808 -53.9%
  ASK GOL – Domestic 3,992 11,463 -65.2% 15,660 32,230 -51.4%
  ASK GOL – International - 1,943 NM 1,784 5,578 -68.0%
GOL Load Factor – Total 79.3% 82.9% -3.6 p.p. 79.6% 82.1% -2.5 p.p.
  GOL Load Factor – Domestic 79.3% 83.7% -4.4 p.p. 80.4% 83.0% -2.6 p.p.
  GOL Load Factor – International - 78.2% NM 72.3% 77.0% -4.7 p.p.
Operating Data 3Q20 3Q19 % Var. 9M20 9M19 % Var.
Revenue Passengers - Pax on Board ('000) 2,604 9,803 -73.4% 11,577 26,939 -57.0%
Aircraft Utilization (Block Hours/Day) 6.7 12.6 -46.8% 9.8 12.4 -21.0%
Departures 19,338 68,579 -71.8% 87,440 191,149 -54.3%
Total Seats (‘000) 3,360 12,054 -72.1% 15,015 33,434 -55.1%
Average Stage Length (km) 1,172 1,110 5.6% 1,146 1,123 2.0%
Fuel Consumption (mm liters) 113 387 -70.8% 506 1,092 -53.7%
Full-time Employees (at Period End) 15,083 15,838 -4.8% 15,083 15,838 -4.8%
Average Operating Fleet(6) 63 115 -45.2% 65 111 -41.4%
On-time Departures 96.7% 91.2% 5.5 p.p. 93.5% 90.4% 3.1 p.p.
Flight Completion 98.1% 98.8% -0.7 p.p. 97.5% 98.5% -1.0 p.p.
Passenger Complaints (per 1,000 pax) 1.02 1.02 0.0% 1.08 1.21 -10.7%
Lost Baggage (per 1,000 pax) 1.77 2.12 -16.5% 2.11 2.10 0.5%
Financial Data 3Q20 3Q19 % Var. 9M20 9M19 % Var.
Net YIELD (R$ cents) 27.78 31.50 -11.8% 29.27 30.57 -4.3%
Net PRASK (R$ cents) 22.02 26.12 -15.7% 23.30 25.11 -7.2%
Net RASK (R$ cents) 24.42 27.67 -11.7% 25.68 26.61 -3.5%
CASK (R$ cents)(4) 34.12 22.51 51.6% 24.97 22.17 12.6%
CASK Ex-Fuel (R$ cents)(4) 26.19 14.56 79.9% 16.64 14.14 17.7%
Adjusted CASK(6) 21.56 22.51 -4.2% 19.53 22.17 -11.9%
Adjusted CASK(6) Ex-Fuel (R$ cents)(4) 15.11 14.56 3.8% 11.98 14.14 -15.3%
Breakeven Load Factor(4) 110.7% 67.4% 43.3 p.p. 77.4% 68.4% 9.0 p.p.
Average Exchange Rate(1) 5.3772 3.9684 35.5% 5.0793 3.8872 30.7%
End of Period Exchange Rate(1) 5.6407 4.1644 35.5% 5.6407 4.1644 35.5%
WTI (Average per Barrel. US$)(2) 40.91 56.44 -27.5% 38.36 57.10 -32.8%
Price per Liter Fuel (R$)(3) 2.34 2.81 -16.7% 2.65 2.84 -6.7%
Gulf Coast Jet Fuel (Average per Liter, US$)(2) 0.28 0.51 -45.1% 0.28 0.50 -44.0%

(1) Source: Brazilian Central Bank; (2) Source: Bloomberg; (3) Fuel expenses excluding hedge results and PIS/COFINS credits/liters consumed; (4) Excluding non-recurring expenses and Idle expenses. (5) Average operating fleet excluding aircraft in sub-leasing and MRO. Certain calculations may not match with the financial statements due to rounding. (6) Considers only expenses related to current operating levels (3Q20).

 

Domestic market

 

GOL’s domestic demand was 3,164 million RPK, a decrease by 67.0%, while ASK supply reduced 65.2% in comparison to 3Q19, and the load factor reached 79.3% in the quarter. GOL transported 2.6 million Clients during the quarter, a decrease of 73.4% compared with the same quarter in 2019. The Company remains the leader in transporting passengers in Brazil.

 

 

 

 

International market

 

In 3Q20, GOL carried out non-regular charter flights for soccer teams in championships, related to our sponsorship of national teams. As most country borders were closed, the Company did not offer regular international flights.

 

Volume of Departures and Total Seats

 

The total volume of GOL’s departures was 19,338, a decrease of 71.8% over 3Q19. The total number of seats available to the market was 3.4 million in the third quarter of 2020, a decrease of 72.1% quarter-over-quarter.

 

PRASK, Yield and RASK

 

Net PRASK decreased by 15.7% in the quarter when compared to 3Q19, reaching 22.02 cents (R$), due to the decline of the levels of net passenger revenue and the ASK reduction of 70.2% in the quarter. GOL’s net RASK was 24.42 cents (R$) in 3Q20, a decrease of 11.7% over 3Q19. Net yield decreased 11.8% over 3Q19, reaching 27.78 cents (R$).

 

Fleet

 

At the end of 3Q20, GOL's total fleet was 129 Boeing 737 aircraft, comprised of 122 NGs and seven (7) MAXs (non-operational). At the end of 3Q19, GOL's total fleet was 125 aircraft, of which seven (7) were MAXs (non-operational). The average age of the Company's fleet was 10.8 years at the end of 3Q20.

 

GOL does not operate widebody aircraft, and has no aircraft financed via the capital markets, EETCs or finance leases. Its operating fleet is 100% composed of narrowbody aircraft financed via operating leases.

 

Total Fleet at the End of Period 3Q20 3Q19 Var. 2Q20 Var.
B737s 129 125 +4 130 -1
B737-7 NG 22 24 -2 23 -1
B737-8 NG 100 94 +6 100 0
B737-8 MAX 7 7 0 7 0

 

As of September 30, 2020, GOL had 95 firm orders for the acquisition of Boeing 737 MAX aircraft, of which 73 were orders for 737 MAX-8 and 22 orders were for 737 MAX-10. The Company’s fleet plan is for a reduction of 4 operating aircraft through 2020, with the flexibility to return even more aircraft if necessary.

 

Fleet Plan 2020E 2021E 2022E >2023E Total
Operating Fleet at the End of the Year 126 122      
Aircraft Commitments (R$ MM) - - - 25,091.1 25,091.1

 

At the end of 3Q20, the Company concluded renegotiations of part of its aircraft and operating engine leasing contracts with no purchase option, which resulted in contractual modifications related to term extensions and new monthly amounts compared to the original terms of the contracts. Leasing remeasurement took into account the new payment flows, the discount rate and the exchange rate on the date of the contractual changes. The calculated effects were recorded as a reduction in the lease liability in the amount of R$180 million, with a corresponding reduction in fixed assets of R$171 million and a gain of R$9 million in the operating result.

 

 

 

 

Glossary of industry terms

 

·AIRCRAFT LEASING: an agreement through which a company (the lessor), acquires a resource chosen by its client (the lessee) for subsequent rental to the latter for a determined period.
·AIRCRAFT UTILIZATION: the average number of hours operated per day by the aircraft.
·AVAILABLE SEAT KILOMETERS (ASK): the aircraft seating capacity multiplied by the number of kilometers flown.
·AVAILABLE FREIGHT TONNE KILOMETER (AFTK): cargo capacity in tonnes multiplied by number of kilometers flown.
·AVERAGE STAGE LENGTH: the average number of kilometers flown per flight.
·EXCHANGEABLE SENIOR NOTES (ESN): convertible securities.
·BLOCK HOURS: the time an aircraft is in flight plus taxiing time.
·BREAKEVEN LOAD FACTOR: the passenger load factor that will result in passenger revenues being equal to operating expenses.
·BRENT: oil produced in the North Sea, traded on the London Stock Exchange and used as a reference in the European and Asian derivatives markets.
·CHARTER: a flight operated by an airline outside its normal or regular operations.
·FREIGHT LOAD FACTOR (FLF): percentage of cargo capacity that is actually utilized (calculated dividing FTK by AFTK)
·FREIGHT TONNE KILOMETERS (FTK): weight of revenue cargo in tonnes multiplied by number of kilometers flown by such tonnes.
·LESSOR: the party renting a property or other asset to another party, the lessee.
·LOAD FACTOR: the percentage of aircraft seating capacity that is actually utilized (calculated by dividing RPK by ASK).
·LONG-HAUL FLIGHTS: long-distance flights (in GOL's case, flights of more than four hours' duration).
·OPERATING COST PER AVAILABLE SEAT KILOMETER (CASK): operating expenses divided by the total number of available seat kilometers.
·OPERATING COST PER AVAILABLE SEAT KILOMETER EX-FUEL (CASK EX-FUEL): operating cost divided by the total number of available seat kilometers excluding fuel expenses.
·OPERATING REVENUE PER AVAILABLE SEAT KILOMETER (RASK): total operating revenue divided by the total number of available seat kilometers.
·PASSENGER REVENUE PER AVAILABLE SEAT KILOMETER (PRASK): total passenger revenue divided by the total number of available seat kilometers.
·PDP: credit for advance payments for aircraft purchases financing.
·REVENUE PASSENGERS: the total number of passengers on board who have paid more than 25% of the full flight fare.
·REVENUE PASSENGER KILOMETERS (RPK): the sum of the products of the number of paying passengers on a given flight and the length of the flight.
·SALE-LEASEBACK: a financial transaction whereby a resource is sold and then leased back, enabling use of the resource without owning it.
·SLOT: the right of an aircraft to take off or land at a given airport for a determined period of time.
·SUB-LEASE: an arrangement whereby a lessor in a rent agreement leases the item rented to a fourth party.
·TOTAL CASH: the sum of cash, financial investments and short and long-term restricted cash.
·WTI BARREL: West Texas Intermediate - the West Texas region, where US oil exploration is concentrated. Serves as a reference for the US petroleum byproduct markets.
· YIELD PER PASSENGER KILOMETER: the average value paid by a passenger to fly one kilometer.

 

 

 

 

About GOL Linhas Aéreas Inteligentes S.A.

 

GOL serves more than 36 million passengers annually. With Brazil's largest network, GOL offers customers more than 750 daily flights to over 100 destinations in Brazil and in South America, the Caribbean and the United States. GOLLOG’s cargo transportation and logistics business serves more than 3,400 Brazilian municipalities and more than 200 international destinations in 95 countries. SMILES allows over 16 million registered clients to accumulate miles and redeem tickets to more than 700 destinations worldwide on the GOL partner network. Headquartered in São Paulo, GOL has a team of approximately 15,000 highly skilled aviation professionals and operates a fleet of 129 Boeing 737 aircraft, delivering Brazil's top on-time performance and an industry leading 19-year safety record. GOL has invested billions of Reais in facilities, products and services and technology to enhance the customer experience in the air and on the ground. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ir.

 

Disclaimer

 

This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results and growth prospects of GOL. These forward-looking statements, which are subject to change without prior notice, reflect mere estimates and projections and are based exclusively on the expectations of GOL’s management at the time the forward-looking statements are made. Further, these forward-looking statements depend substantially on external factors, many of which are highly uncertain, including (i) macroeconomic developments in Brazil and volatility in exchange rates, interest rates and other economic indicators, (ii) developments relating to the spread of COVID-19, such as the duration and extent of quarantine measures and travel restrictions and the impact on overall demand for air travel, (iii) the competitive environment in the Brazilian airline market and government measures that may affect it, (iv) fuel price volatility and (v) the risks disclosed in GOL’s filings with the U.S. Securities and Exchange Commission.

 

Non-GAAP Measures

To be consistent with industry practice, GOL discloses so-called non-GAAP financial measures, which are not recognized under IFRS or U.S. GAAP, including “net debt,” “total liquidity” and “EBITDA.” GOL’s management believes that disclosure of non-GAAP measures provides useful information to investors, financial analysts and the public in their review of its operating performance and their comparison of its operating performance to the operating performance of other companies in the same industry and other industries. However, these non-GAAP measures do not have standardized meanings and may not be directly comparable to similarly-titled measures adopted by other companies. Potential investors should not rely on information not recognized under IFRS as a substitute for the IFRS measures of earnings or cash flow in making an investment decision.

 

Contacts

E-mail: ri@voegol.com.br

Phone: +55 (11) 2128-4700

Website: www.voegol.com.br/ir

 

 

 

 

 

Report of the Statutory Audit Committee (“SAC”)

The Statutory Audit Committee of GOL LINHAS AÉREAS INTELIGENTES S.A., in compliance with its legal and statutory obligations, has reviewed the Parent Company and Consolidated Quarterly Information (ITR) for the period ended on September 30, 2020. Based on the procedures we have undertaken and considering the independent auditors’ review report issued by Grant Thornton Auditores Independentes, as well as the information and explanations we have received during the quarter, our opinion is that these documents can be submitted to the assessment of the Board of Directors.

 

 

 

 

São Paulo, October 29, 2020.

 

 

 

André Béla Jánszky

Member of the Statutory Audit Committee

 

 

 

Antônio Kandir

Member of the Statutory Audit Committee

 

 

 

Francis James Leahy Meaney

Member of the Statutory Audit Committee

 

 

 

 

Statement of the Executive Officers on the Parent Company and Consolidated Quarterly Information (ITR)

 

Under the provisions of CVM Instruction 480/09, the executive officers state that they have discussed, reviewed, and approved the Parent Company and Consolidated Quarterly Information (ITR) for the three-month period and nine-month period ended on September 30, 2020.

 

 

 

 

São Paulo, October 29, 2020.

 

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

 

 

Richard F. Lark Jr.

Executive Vice President, Chief Financial Officer and Investor Relations Officer

 

 

 

 

 

Statement of the Executive officers on the Independent Auditors’ Review Report

 

Under the provisions of CVM Instruction 480/09, the Executive Board states that it has discussed, reviewed and agreed with the conclusion of the review report from the independent auditor, Grant Thornton Auditores Independentes, on the Parent Company and Consolidated Quarterly Information (ITR) for the period ended on September 30, 2020.

 

 

 

São Paulo, October 29, 2020.

 

 

 

Paulo Sérgio Kakinoff

Chief Executive Officer

 

 

 

Richard F. Lark Jr.

Executive Vice President, Chief Financial Officer and Investor Relations Officer

 

 

 

 

 

 

 

 

Review Report on the Quarterly Information

 

 

Grant Thornton Auditores Independentes

 

Av. Eng. Luís Carlos Berrini, 105 - 12o andar
Itaim Bibi, São Paulo (SP) Brasil

 

Phone: +55 11 3886-5100

To the Board of directors and shareholders of

Gol Linhas Aéreas Inteligentes S.A.

São Paulo – SP

Introduction

We have reviewed the accompanying individual and consolidated interim financial information of Gol Linhas Aéreas Inteligentes S.A. (“the Company”), comprised in the Quarterly Information Form for the quarter ended September 30, 2020, comprising the balance sheets as of September 30, 2020 and the respective statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in shareholders’ equity and of cash flows for the period of nine months then ended, including the footnotes.

Management is responsible for the preparation of the individual and consolidated interim financial information in accordance with NBC TG 21 – Interim Financial Reporting and with international standard IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (Iasb), such as for the presentation of these information in accordance with the standards issued by the Brazilian Exchange Securities Commission, applicable to the preparation of interim financial information. Our responsibility is to express a conclusion on this interim financial information based on our review.

Review scope

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

 

 

 

 

 

Conclusion on the individual and consolidated interim financial information

Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information included in the quarterly information form referred to above has not been prepared, in all material respects, in accordance with NBC TG 21 and IAS 34 applicable to the preparation of interim financial information, and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission.

Relevant uncertainty about going concern

We draw attention to Note 1, which mentions that the individual and consolidated interim financial information were prepared on the assumption of going concern. As described in the aforementioned note, the Company suffered recurring reductions in its operations and has a deficiency in net working capital which, together with other events and conditions, indicates the existence of relevant uncertainty that may raise significant doubt as to its ability to continue as a going concern. Management's plans and actions under development in order to reestablish the Company’s economic-financial balance and its equity position are described in Note 1. The individual and consolidated interim financial information do not include any adjustments that may arise from the result of this uncertainty. Our conclusion is not qualified in relation to this matter.

Other matters

Statements of value added

The quarterly information referred to above includes the individual and consolidated statements of value added for the period of nine months ended September 30, 2020, prepared under the responsibility of the Company's management and presented as supplementary information for the purposes of IAS 34. These statements were submitted to the same review procedures in conjunction with the review of the Company's interim financial information in the order to conclude they are reconciliated to the interim financial information and to the accounting records, as applicable, and whether the structure and content are in accordance with the criteria established in the NBC TG 09 - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that the accompanying statements of value added were not prepared, in all material respects, in accordance with the individual and consolidated interim financial information taken as a whole.

Audit and review of figures corresponding to the comparative year and period

The audit of the individual and consolidated financial statements for the year ended December 31, 2019 and the review of the individual and consolidated interim financial information for the three and nine-month periods ended September 30, 2019 were conducted under the responsibility of other independent auditor, which issued an audit report and a review report thereon, without qualifications, on February 28, 2020 and October 30, 2019, respectively.

São Paulo, October 29, 2020

 

Daniel Gomes Maranhão Junior

Assurance Partner

Grant Thornton Auditores Independentes

CRC 2SP-025.583/O-1



 

 

 

 

Balance Sheets

September 30, 2020 and December 31, 2019

(In thousands of Brazilian Reais - R$)

 

    Parent Company Consolidated
Assets Note September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
           
Current          
Cash and Cash Equivalents 6 6,628 1,016,746 498,754 1,645,425
Financial Investments 7 205 673 399,624 953,762
Restricted Cash 8 4,145 6,399 372,668 304,920
Trade Receivables 9 - - 790,911 1,229,530
Inventories 10 - - 199,717 199,213
Taxes to Recover 11 8,852 5,163 240,372 309,674
Rights from Derivative Transactions 35.2 - - - 3,500
Advances to Suppliers and Third-Parties 13 52 37 277,222 142,338
Dividends and Interest on Shareholders’ Equity to Receive 29.1 54,544 69,548 - -
Other Credits   12,272 10,039 115,493 139,015
Total Current   86,698 1,108,605 2,894,761 4,927,377
           
Noncurrent          
Restricted Cash 8 - - 180,388 139,386
Deposits 14 134,424 112,502 2,294,792 1,968,355
Advances to Suppliers 13 - - 31,770 48,387
Taxes to Recover 11 11,879 22,449 322,172 174,142
Deferred Taxes 12 57,818 56,903 57,762 59,809
Other Credits   - - 35,653 991
Credits with Related Companies 29 5,150,125 3,440,701 - -
Rights from Derivative Transactions 35.2 44,079 143,969 50,055 143,969
Investments 15.2 559,747 501,986 1,254 1,254
Property, Plant & Equipment 16 5,298 240,379 5,197,231 6,058,101
Intangible Assets 17 - - 1,754,991 1,776,675
Total Noncurrent   5,963,370 4,518,889 9,926,068 10,371,069
           
Total   6,050,068 5,627,494 12,820,829 15,298,446

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

12

 

 

Balance Sheets

September 30, 2020 and December 31, 2019

(In thousands of Brazilian Reais - R$)

 

    Parent Company Consolidated
Liabilities Note September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
           
Current          
Loans and Financing 18 1,138,687 1,359,547 3,090,339 2,543,039
Leases to Pay 19 - - 2,247,758 1,404,712
Suppliers 20 34,597 19,116 1,634,527 1,286,275
Suppliers - Forfaiting 21 - - 52,120 554,467
Labor Obligations   170 137 338,989 396,010
Taxes to Collect 22 1,272 4,261 71,151 116,523
Landing Fees   - - 780,426 728,339
Advance Ticket Sales 23 - - 1,805,930 1,966,148
Frequent-Flyer Program 24 - -    1,253,020 1,009,023
Advances from Customers   - - 19,989 16,424
Provisions 25 - - 355,346 203,816
Obligations with Derivative Transactions 35.2 - - 100,962 9,080
Other Liabilities   - - 256,729 128,744
Total Current   1,174,726 1,383,061 12,007,286 10,362,600
           
Noncurrent          
Loans and Financing 18 6,612,379 5,235,593 7,193,379 5,866,802
Leases to Pay 19 - - 5,735,626 4,648,068
Suppliers 20 - - 44,749 10,142
Provisions 25 - - 1,386,432 1,053,240
Frequent-Flyer Program 24 - - 307,592 171,651
Deferred Taxes 12 - - 218,621 244,041
Taxes to Collect 22 - - 34,536 84
Obligations to Related Parties 29 9,509 163,350 - -
Obligations with Derivative Transactions 35.2 - - - 11,270
Provision for Investment Losses 15.2 12,989,261 6,498,660 - -
Other Liabilities   23,394 23,501 29,554 35,965
Total Noncurrent   19,634,543 11,921,104 14,950,489 12,041,263
           
Shareholders’ Equity          
Share Capital 26.1 3,009,132 3,008,178 3,009,132 3,008,178  
Shares to Issue   304 584 304 584  
Treasury Shares 26.2 (62,215) (102,543) (62,215) (102,543)  
Capital Reserves   202,574 225,276 202,574 225,276  
Equity Valuation Adjustments   (906,941) 188,247 (906,941) 188,247  
Accumulated Losses   (17,002,055) (10,996,413) (17,002,055) (10,996,413)  
Negative Shareholders’ Equity (Deficit) Attributable to Controlling Shareholders   (14,759,201) (7,676,671) (14,759,201) (7,676,671)  
           
Non-Controlling Interests   - - 622,255 571,254
Total Shareholders’ Equity (Deficit)   (14,759,201) (7,676,671) (14,136,946) (7,105,417)
           
Total   6,050,068 5,627,494 12,820,829 15,298,446

 

 

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

13 

 

 

Income Statement

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$, except basic and diluted loss per share)

 

    Parent Company
    Three-month period ended on   Nine-month period ended on
  Note September 30, 2020 September 30, 2019   September 30, 2020 September 30, 2019
             
Operating Revenues (Expenses)            
Administrative Expenses   (6,095) (27,284)   (13,265) (34,016)
Other Revenues and Expenses, Net   (18,289) 25,780   357,970  35,591
Total Operating (Expenses) Revenues 31 (24,384) (1,504)   344,705 1,575
             
Equity Income (Expenses) 15 (1,564,142) (241,542)   (5,354,694) (112,556)
             
Operating Loss before Financial Income (Expenses) and Taxes   (1,588,526)       (243,046)   (5,009,989)  (110,981)
             
Financial Income (Expenses)            
Financial Revenues   244,748 157,594   1,010,892 99,630
Financial Expenses   (272,462) 54,791   (1,013,662) (303,172)
Financial Revenues (Expenses), Net 32 (27,714) 212,385   (2,770) (203,542)
             
Financial Income (Expenses) before Exchange Rate Change, Net   (1,616,240) (30,661)   (5,012,759) (314,523)
             
Exchange Rate Change, Net 32 (108,328) (210,906)   (990,752) (178,244)
             
Loss before Income Tax and Social Contribution   (1,724,568) (241,567)   (6,003,511) (492,767)
             
Income Tax and Social Contribution            
Current   722 (238)   (2,356) (1,633)
Deferred   4,076 (247)   915 25,418
Total Income Tax and Social Contribution 12 4,798 (485)   (1,441) 23,785
             
Net Loss of the Period before Non-Controlling Interests   (1,719,770) (242,052)   (6,004,952) (468,982)
             
             
Basic Loss 27          
Per Common Share   (0.163) (0.020)   (0.570) (0.038)
Per Preferred Share   (22.340) (1.228)   (19.964) (1.338)
             
Diluted Loss 27          
Per Common Share   (0.163) (0.020)   (0.570) (0.038)
Per Preferred Share   (22.340) (1.228)   (19.964) (1.338)

 

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

14 

 

 

Income Statement

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$, except basic and diluted loss per share)

 

    Consolidated
    Three-month period ended on   Nine-month period ended on
  Note September 30, 2020 September 30, 2019   September 30, 2020 September 30, 2019
Net Revenue            
Passenger Transportation   879,026 3,500,987   4,063,662  9,493,188
Cargo and Others   95,894 208,950   416,833  568,173
Total Net Revenue 30 974,920 3,709,937   4,480,495  10,061,361
             
Cost of Services 31 (958,970) (2,546,834)   (4,040,886) (7,311,700)
gross profit   15,950 1,163,103   439,609 2,749,661
             
Operating Revenues (Expenses)            
Selling Expenses   (82,257) (247,492)   (317,431) (669,412)
Administrative Expenses   (381,304) (330,815)   (949,021) (812,531)
Other Revenues and Expenses, Net   (312,836) 28,178   194,217 170,265
Total Operating Expenses 31 (776,397) (550,129)   (1,072,235) (1,311,678)
             
Equity Income (Expenses) 15 - -   - 79
             
Operating Income (Loss) before Financial Income (Expenses) and Taxes   (760,447) 612,974   (632,626) 1,438,062
             
Financial Income (Expenses)            
Financial Revenues   242,584 200,658   1,137,231 282,965
Financial Expenses   (618,460) (262,486)   (2,339,673) (1,211,288)
Financial Expenses, Net 32 (375,876) (61,828)   (1,202,442) (928,323)
             
Financial Income (Expenses) before Exchange Rate Change, Net   (1,136,323) 551,146   (1,835,068) 509,739
             
Exchange Rate Change, Net 32 (551,232) (728,623)   (4,064,660) (681,327)
             
Loss before Income Tax and Social Contribution   (1,687,555) (177,477)   (5,899,728) (171,588)
             
Income Tax and Social Contribution            
Current   (42,093)  (49,560)   (77,946)  (125,203)
Deferred   33,723 55,917   23,059 40,053
Total Income Tax and Social Contribution 12 (8,370) 6,357   (54,887) (85,150)
             
Net Loss of the Period before Non-Controlling Interests   (1,695,925) (171,120)   (5,954,615) (256,738)
             
Income (Expenses) Attributed to:            
Controlling Shareholders   (1,719,770) (242,052)   (6,004,952) (468,982)
Non-Controlling Shareholders   23,845 70,932   50,337 212,244
             
Basic Loss 27          
Per Common Share   (0.163) (0.020)   (0.570) (0.038)
Per Preferred Share   (22.340) (1.228)   (19.964) (1.338)
             
Diluted Loss 27          
Per Common Share   (0.163) (0.020)   (0.570) (0.038)
Per Preferred Share   (22.340) (1.228)   (19.964) (1.338)

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

15 

 

 

Statements of Comprehensive Income

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$)

 

  Parent Company
  Three-month period ended on   Nine-month period ended on
  September 30, 2020 September 30, 2019   September 30, 2020 September 30, 2019
         
Net Loss for the Period (1,719,770) (242,052)   (6,004,952) (468,982)
           
Other Comprehensive Income that will be Reversed to Income (Expenses)          
           
Cash Flow Hedge, Net of Income Tax and Social Contribution (43,822) (473,226)   (1,122,171) (316,977)
Actuarial Losses from Pension Plans and Post-Employment Benefits - -   27,287 -
Other Comprehensive Income (29) -   (304) -
  (43,851) (473,226)   (1,095,188) (316,977)
           
Total Comprehensive Income (Expenses) for the Period (1,763,621) (715,278)   (7,100,140) (785,959)
         

 

 

  Consolidated
  Three-month period ended on   Nine-month period ended on
  September 30, 2020 September 30, 2019   September 30, 2020 September 30, 2019
         
Net Loss for the Period (1,695,925) (171,120)   (5,954,615) (256,738)
           
Other Comprehensive Income that will be Reversed to Income (Expenses)          
           
Cash Flow Hedge, Net of Income Tax and Social Contribution (43,822) (473,226)   (1,122,171) (316,977)
Actuarial Losses from Pension Plans and Post-Employment Benefits - -   27,287 -
Other Comprehensive Income (29) -   (304) -
  (43,851) (473,226)   (1,095,188) (316,977)
           
Total Comprehensive Income (Expenses) for the Period (1,739,776) (644,346)   (7,049,803) (573,715)
         
Comprehensive Income (Expenses) Attributed to:        
Controlling Shareholders (1,763,621) (715,278)   (7,100,140) (785,959)
Non-Controlling Shareholders 23,845 70,932   50,337 212,244

 

 

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

16 

 

 

Statements of Changes in Shareholders’ Equity

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$)

 

Parent Company and Consolidated
      Capital Reserves Equity Valuation Adjustments      
Share Capital Shares to Issue Treasury Shares

Premium when

Granting Shares

Special Premium Reserve of the Subsidiary Share-Based Compensation

Unrealized Income (Expenses)

on Hedge

Post-Employment Benefits Other Comprehensive Income Effects from Changes in the Equity Interest Accumulated Losses Negative Shareholders’ Equity (Deficit) Attributable to Controlling Shareholders

Non-Controlling

Interests -

Smiles

Total
Balances on December 31, 2018 3,055,940 2,818 (126) 17,497 70,979 117,413 (500,022) - - 759,984 (8,509,895) (4,985,412) 480,061 (4,505,351)
Initial Adoption of Accounting Standard - CPC 06 (IFRS 16) - - - - - - - - - - (2,436,077) (2,436,077) (256) (2,436,333)
Net Income (Loss) for the Period - - - - - - - - - - (468,982) (468,982) 212,244 (256,738)
Income (Expenses) from Cash Flow Hedge - - - - - - (316,977) - - - - (316,977) - (316,977)

Capital Increase due to

Stock Options Exercised

5,401 (2,818) - - - - - - - - - 2,583 (6) 2,577
Advances for Future Capital Increase - 28,343 - - - - - - - - - 28,343 - 28,343
Stock Option - - - - - 31,018 - - - - - 31,018 1,117 32,135
Effects from Dilution in the Equity Interest - - - - - - - - - (649) - (649) 649 -
Subscription Bonus - - - - 9,134 - - - - - - 9,134 - 9,134
Interest on Shareholders’ Equity Distributed by the Subsidiary Smiles - - - - - - - - - - - - (143,137) (143,137)
Balances on September 30, 2019 3,061,341 28,343 (126) 17,497 80,113 148,431 (816,999) - - 759,335 (11,414,954) (8,137,019) 550,672 (7,586,347)
                             
Balances on December 31, 2019 3,008,178 584 (102,543) 17,497 83,229 124,550 (530,043) (41,045) - 759,335 (10,996,413) (7,676,671) 571,254 (7,105,417)
Other Comprehensive Income, Net - - - - - - (1,122,171) 27,287 (304) - - (1,095,188) (73) (1,095,261)
Net Income (Loss) for the Period - - - - - - - - - - (6,004,952) (6,004,952) 50,337 (5,954,615)
Total Comprehensive Income (Expenses) for the Period - - - - - - (1,122,171) 27,287 (304) - (6,004,952) (7,100,140) 50,264 (7,049,876)

Capital Increase by

Stock Option Period

954 (954) - - - - - - - - - - - -
Advances for Future Capital Increase - 674 - - - - - - - - - 674 - 674
Transfer of Treasury Shares - - 40,328 - - (40,328) - - - - - - - -
Effects from Dilution in the Equity Interest - - - - 642 - - - - - (690) (48) 48 -
Stock Option - - - - - 16,984 - - - - - 16,984 689 17,673
Balances on September 30, 2020 3,009,132 304 (62,215) 17,497 83,871 101,206 (1,652,214) (13,758) (304) 759,335 (17,002,055) (14,759,201) 622,255 (14,136,946)

 

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

17 

 

 

Statements of Cash Flows

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$)

 

  Parent Company Consolidated
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
         
Net Loss for the Period (6,004,952) (468,982) (5,954,615) (256,738)
Adjustments to Reconcile the Net Loss to Cash Generated from Operating Activities -      
Depreciation and Amortization - - 1,469,790 1,269,438
Provision for Doubtful Accounts - - 598 1,005
Provision for Legal Proceedings - - 219,160     145,288
Provisions for Inventory Obsolescence - - 608 32
Recovery of Overdue Credits - - (126,675) -
Adjustment to Present Value of Assets and Liabilities - - 48,603 -
Deferred Taxes (915) (25,418) (23,059) (40,053)
Equity Income (Loss) 5,354,694 112,556 - (79)
Share-Based Compensation -        31,018 16,984 32,135
Sale-Leaseback - - (112,591) -
Actuarial Losses from Post-Employment Benefits - - 8,024 -
Exchange Rate and Cash Changes, Net 1,137,929 196,692 3,922,820 667,930
Interest Assets - 322 - 6,790
Interest on Loans and Leases 342,241 248,854 1,075,638 797,014
Change from Financial Investments (5,422) - (110,796) -
Provision for Aircraft and Engine Return - - 90,883 269,434
Provision for Maintenance Reserve - - - (55,346)
Write-off of Collateral Deposits for Lease and Maintenance - - 117,310 -
Income (Expenses) from Derivatives Recognized in Income (Expenses) 121,745 41,582 668,447 138,901
Unrealized Income (Expenses) on Derivatives – ESN (*) (512,876) (151,169) (512,876) (151,169)
Extinction of Obligation due to the Reduced Contractual Term - - - (262,569)
Provision for Labor Obligations - - 131,494    205,834
Write-off of Property, Plant & Equipment and Intangible Assets 108,538          3,301 91,617      135,723
Other Provisions 1,313 - 54,500 (12,038)
Adjusted Net Income (Expenses) 542,295 (11,244) 1,075,864   2,891,532
         
Changes in Operating Assets and Liabilities:        
Trade Receivables -        -    451,337 (325,005)
Financial Investments 5,975      87,478 231,223       27,962
Restricted Cash -       (2,354) - 200,841
Inventories -        - (1,112) (14,526)
Deposits (2,270)       (4,694) (30,995) (158,851)
Deposit in Guarantee for Lease Agreements - - (33,629)     (34,408)
Taxes to Recover 6,881 731 47,947 100,883
Suppliers 15,950 15,742 336,321 (233,971)
Suppliers - Forfaiting -        - (143,010) 193,807
Advance Ticket Sales - - (160,218) 311,563
Frequent-Flyer Program -        - 379,938 79,940
Advances from Customers -        - 3,565   (155,427)
Labor Obligations 33 (445) (188,515)   (155,254)
Landing Fees -        - 52,087     132,099
Taxes to Collect (4,667)    (22,529) 40,142       111,297
Obligations with Derivative Transactions - - -       (25,855)
Liquidations with Derivative Transactions - - (749,915) (17,627)
Advances to Suppliers and Third-Parties (15) (157,991) (139,149) (284,460)
Payments for Lawsuits and Aircraft Return - - (198,914) (208,902)
Other Credits (Obligations) (2,445) (48,631) 125,246          (92,326)
Interest Paid (465,844) (313,273) (546,360)   (428,255)
Income Tax Paid (2,789) (1,259) (51,060)   (176,290)
Net Cash Flows from (Used in) Operating Activities 93,104 (458,469) 500,793 1,738,767

 

 

 

18 

 

 

Statements of Cash Flows

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$)

 

  Parent Company Consolidated
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
         
Loans Receivable from Related Parties (629,303)   (926,118) -         -
Restricted Cash 2,254   (108,750)  
Financial Investments in Subsidiary - -   497,777   (542,261)
Dividends and Interest on Shareholders’ Equity Received through Subsidiary 15,002 232,183 -         -   
Advances for Property, Plant & Equipment Acquisition, Net -     (35,189) (91,439)      (39,418)
Aircraft Sales Received -   348,389 -    348,389
Return of Advance to Suppliers 136,962 - 136,962 -
Acquisition of Property, Plant & Equipment (10,419) - (507,095) (561,307)
Acquisition of Intangible Assets - - (47,910)      (53,513)

Net Cash Used in Investment Activities

 

Funding from Loans and Leases

(485,504)     (380,735) (120,455) (848,110)
1,367,870 1,707,935 1,852,154 1,950,040
Funding Costs from Loans and Securities Buyback (45) (70,356) (6,041) (77,082)
Loan Payments (2,131,879)    (50,320) (2,761,194)   (570,413)
Lease Payments - - (784,433)        (1,223,685)
Derivatives Paid (Received) - (153,038) 21,800 (403,022)
Dividends and Interest on Shareholders’ Equity Paid to Non-Controlling Shareholders - - (14,811)   (209,150)
Capital Increase - 2,583 - 2,576
Subscription Bonus -          9,134 - 9,134
Shares to Issue 674      28,343 674       28,343
Net Cash (Used in) from Financing Activities (763,380) 1,474,281 (1,691,851) (493,259)
         
Exchange Rate Change of the Cash of Subsidiaries Abroad 145,662 44,805 164,842 35,880
         

Net (Decrease) Increase in

Cash and Cash Equivalents

(1,010,118) 679,882 (1,146,671) 433,278
         
Cash and Cash Equivalents at the Start of the Period 1,016,746   282,465 1,645,425     826,187
Cash and Cash Equivalents at the End of the Period 6,628   962,347 498,754          1,259,465
         

(*) Exchangeable Senior Notes NE 35.2.

Transactions that do not affect cash are presented in Note 36 of this Parent Company and Consolidated Quarterly Information (ITR).

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

19 

 

 

Statement of Value Added

Periods ended on September 30, 2020 and 2019

(In thousands of Brazilian Reais - R$)

 

  Parent Company Consolidated
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Revenues        
Passenger, Cargo, and Other Transportation  -    - 4,681,010 10,508,186
Other Operational Revenues  357,970 35,591 194,217 170,265
Provision for Doubtful Accounts  -     -     (598) (1,005)
   357,970 35,591 4,874,629 10,677,446
Inputs Acquired from Third Parties (includes ICMS and IPI)        
Fuel and Lubricant Suppliers  -     -     (1,506,552)  (3,099,808)
Materials, Energy, Third-Party Services, and Others  (8,567) (29,870) (961,465) (2,248,352)
Aircraft Insurance  -     -     (27,332)  (18,927)
Sales and Marketing  (366)  (338)  (221,496)  (475,315)
Gross Added Value  349,037 5,383 2,157,784 4,835,044
         
Depreciation and Amortization  -     -    (1,469,790) (1,269,438)
Net Added Value Produced by the Company  349,037 5,383 687,994 3,565,606
         
Added Value Received on Transfers        
Equity Income (Expenses) (5,354,694) (112,556)  -    79
Financial Revenue  1,010,892 134,625  1,137,231 282,965
Total Value Added (Distributed) to Distribute (3,994,765) 27,452 1,825,225 3,848,650
         
Distribution of Value Added:        
Direct Compensation  3,137  2,966  794,321  1,182,779
Benefits  1  -     128,945  135,379
FGTS  -     -     31,613  94,061
Employees  3,138  2,966  954,879  1,412,219
         
Federal  2,695  (21,004) 362,875 775,388
State  -     -     10,362  14,367
Municipal  -     -     2,373  3,062
Taxes, Fees, and Contributions  2,695  (21,004) 375,610 792,817
         
Interest and Exchange Rate Change  2,004,354 514,442 6,384,596 1,854,825
Rents  -     -     63,396  45,412
Others  -     30  1,359  115
Third-Party Capital Compensation  2,004,354 514,472 6,449,351 1,900,352
         
Net Loss for the Period (6,004,952) (468,982) (6,004,952) (468,982)
Income (Expenses) of the Period Attributed to Non-Controlling Shareholders  -     -    50,337  212,244
Shareholders’ Equity Compensation (6,004,952) (468,982) (5,954,615) (256,738)
         
Total Value Added (Distributed) to Distribute (3,994,765) 27,452 1,825,225 3,848,650

 

 

The accompanying notes are an integral part of the Parent Company and Consolidated Quarterly Information (ITR).

 

16 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

1.Operating Context

 

Gol Linhas Aéreas Inteligentes S.A. (the “Company” or “GOL”) is a publicly-listed company incorporated on March 12, 2004, under the Brazilian Corporate Law. According to its Bylaws, the Company's purpose is to exercise control of GOL Linhas Aéreas S.A. (“GLA”), which operates regular and non-scheduled passenger flight transportation services and the development of loyalty 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 adopted Level 2 Differentiated Corporate Governance Practices from B3 and is included in the Special Corporate Governance Stock Index (“IGC”) and the Special Tag Along Stock Index (“ITAG”), which were created for companies committed to apply the differentiated corporate governance practices.

 

The Company’s corporate address is located at Praça Comandante Linneu Gomes, s/n, concierge 3, building 24, Jardim Aeroporto, São Paulo, Brazil.

 

1.1.    Measures taken by the Management regarding COVID-19 and the Gradual Resumption of Demand

 

The pandemic sparked by COVID-19, considered by the World Health Organization as a “public health emergency of international interest”, spread rapidly across the world, leading to unprecedented disruptions in the global economic activity.

 

Such crisis affected the macroeconomic environment. According to Getúlio Vargas Foundation’s economic activity indicator, the Brazilian economy retracted by 5.8% from January through the end of July 2020. The Focus Report, issued by the Central Bank on July 3, 2020, included forecasts for 2020 of a 6.50% and 8.10% retraction in gross domestic product and industrial production, respectively. With the improved visibility of the pandemic’s impacts and a phased return of economic activities, an updated Focus Report issued on October 16, 2020 forecasts a 5.00% decrease in gross domestic product and a 5.98% decrease in industrial production for 2020.

 

Among the measures taken in Brazil, which reduced the spread of the disease, are the recommendation of social distancing, restrictions and recommendations to reduce travel and closing of borders. As a consequence, the airline industry was one of the first and most affected sectors.

 

The highlight of the third quarter of 2020 was the return of growth in the volume of passengers in the Brazilian domestic market. Since the beginning of the pandemic, GOL has had consistent load factors around 80%, which, in addition to cost control and cash preservation measures implemented, have proven the sound management of the Company, which favorably positioned GOL to capture the expectedgrowth in demand. The scenario remains challenging, but Management is experiencing a consistent and increasing search for GOL’s tickets for leisure travel for the year-end vacations, specifically in the domestic market, which is GOL's main area of activity.

 

Due to the increased demand, in September 2020, the Company registered a 60% increase in ticket sales, in all of its channels, compared to August 2020. In the same month, GOL’s daily sales exceeded R$20 million, which represents more than 50% of pre-pandemic sales levels.

 

The Company operates with a significant cash balance, and a positive demand trend. GOL

17 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

believes that it has enough funds to meet its financial obligations in the next twelve months, after successfully adjusting its debt amortization schedule in the third quarter of 2020. GOL was the Brazilian airline that achieved the highest rate of job maintenance, and was able to strengthen its direct and transparent business relationships with its main business partners. A flexible business model based on a single fleet type of fleet has historically allowed the Company to reach the lowest operating costs and to manage the fleet's capacity to keep pace with Brazilian GDP and passenger demand. This flexibility was key in the first half of 2020 to meet the more than 90% drop in passenger demand due to government measures to control the spread of the COVID-19 pandemic. These qualifications led the Company to a strong position to capture passenger demand arising from the expected Brazilian economic recovery in the coming years.

 

In addition, GOL honored all its financial commitments, including the amortization of its 2022 Senior Notes in March, the full payment of interest on all its notes, and the fullrepayment of the Term Loan B totaling US$300 million in August.

 

GOL received a credit rating upgrade by Standard & Poor's on September 25, 2020, and by Fitch on October 9, 2020, which raised the Company's issuer and issue credit ratings to from “CCC-” to “CCC+”.

 

The Company, through its Executive Committee, with the participation of its entire management body, monitors the demand recovery and determines GOL’s financial and operational strategies, in addition to improving GOL’s support to the society. Among the measures already taken by the management, the following stand out:

 

1.1.1Operational Readjustment - Flight Network

 

On March 16, 2020, GOL reduced its capacity by 50 to 60% in the domestic market, and by 90 to 95% in the international markets, to reflect the change in customer demand. The Company adjusted its network from 750 to 50 essential daily flights (“Essential Air Network”).

 

Since April 2020, GOL has already reopened flight to 36 destinations in Brazil, operating, on average, 210 daily flights in the third quarter of 2020, with daily peaks of up to 360 flights. GOL had no regular international flights between April and September.

 

GOL has been readjusting its flight network, expanding flights to the Northeast and launching Salvador as a hub to capture the resumption of leisure demand, which has had a load factor above 90% in this region. With the increased demand indicators and sales levels, GOL is well positioned with the most comprehensive Brazilian domestic network to expand its market share and reinforce its dominance in large domestic markets.

 

1.1.2   Decrease in Fixed and Variable Costs

 

·Variable Costs: At the end of March, the Company reformulated its flight network to ensure essential services to Brazilian state capitals and the federal district. With the demand resuming and airports reopening in a phased manner, according to the position of governments regarding the reopening for tourism, the Company reopened flights to 36 airports (15 in third quarter) to serve 134 markets (118 markets operated by the Company and 16 through its strategic partners). Currently, the Company’s network represents nearly 95% of the network operated at the beginning of year. The number of aircraft operated increased from 11 in the beginning of crisis to 71 by the end of third quarter, while consistent initiatives and efforts for cost reduction were implemented;

 

18 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

·Personnel Expenses: Through the adoption of the government’s Provisional Measure MP 936, converted into Law 14020/20, the Company adopted measures to reduce about 50% of payroll expenses and respective charges, reducing the number of hours worked per day, suspending employment agreements, adopting unpaid leave (LNR) programs and reducing salaries by 50% for employees and by 60% for senior management (the latter which was not included in MP 936’s scope).

 

In addition, in June, the Company signed collective bargaining agreements with the Brazilian Union of Aeronauts and the Aviators’ Unions, which, jointly, will ensure the maintenance of the jobs of pilots and crew. Among the main initiatives of the package of measures with the Unions, we highlight the salary reduction of up to 50% for the next 12 months and voluntary plans (voluntary dismissal program, retirement, part-time, and unpaid leave). This package of measures came into effect on July 1, and will remain in force for a period between 12 and 18 months, a period of post-crisis recovery, thus making it possible to manage a gradual growth of costs with the resumption of operations.

 

·Other Expenses: Suspension of advertising expenses, as well as the immediate interruption of projects that are not absolutely essential for the continuity of our operations.

 

1.1.3    Preserving and Strengthening the Cash and Liquidity Position

 

·Aircraft and Engine Leases: The Company finalized the agreements with its lessors, renegotiated payment flows, obtained reductions in the current leases and converted a portion of the fixed monthly payments into variable payments (power-by-the-hour). The agreements ensure monthly lease payments and are adjusted to the demand recovery in 2020 and 2021, and will represent an actual saving in the Company’s structure of unit costs after the pandemic. For further information, see Note 19;
·Fuel Costs: The Company entered into agreements with suppliers to postpone payments, and installment payments were resumed in September 2020;
·Personnel Expenses: The Company postponed the payment of salary bonuses related to 2019 as well as vacation bonuses, and is not pre-paying employees’ t13th salary;
·Investments: The Company suspended all non-essential investments, and interrupted “pre delivery payments (PDPs)”, and postponed deliveries of new aircraft with Boeing for the next two years;
·Engine Maintenance: The Company postponed engine maintenance payments, which are being made according to specific negotiations with suppliers and the Company's operational needs;
·Taxes, Contributions, and Social Charges: The Company postponed federal tax payments based on measures enacted by the Federal Government;
·Other Expenses and Revenues: The Company entered into an agreement, under which Boing reimburses certain expenses incurred since the grounding of Boeing 737MAX aircraft, with immediate cash effect of R$447 million, received on April 1, 2020 with additional receivables to be received in 4Q20; and
·Loans and Financing: The Company obtained the support of its main creditors and renegotiated the extension of terms and rollovers of its debt obligations, as further explained in Note 18. Highlights were the postponement of the amortization schedule for GOL’s debentures and the waiver obtained for the 2020 covenants under those debentures.

 

 

 

19 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

1.1.4Government and Regulators Support

 

·Preservation of Advance Ticket Sales: The Company reduced the level of refunds and cancellation based on measures enacted by the Federal Government that allowed rescheduling trips for up to 18 months;

 

·Landing Fees: The Company changed the payment term for navigation fees and landing fees, which may be paid up to December 2020 without fines; and

 

·Maintenance of ANAC’s Slots and Qualifications: The Company obtained, (i) a bonus for the cancellation of slots by the regularity index, valid until the end of October 2020, in line with a similar decision adopted by other organizations and civil aviation authorities, such as the European Commission and the FAA; and (ii) an extension for 120 days of the renewal of qualifications due between June and December 2020.

 

1.1.5    Support to Society, Employees, and Customers

 

Air passenger transportation is an essential service for society. The Company recognizes the duty to care for its customers and is working with the authorities to help minimize the impact of COVID-19 on the country's population and health services.

 

For its flights, the Company adopted additional cleaning measures according to the new standards issued by ANVISA and international healthcare agencies. Among the main measures, we highlight the adoption of mandatory protection masks, closing VIP rooms, disconnection of self-service totems, implementation of segmented boarding and adoption of self-boarding without handling the boarding passes. The Company also expanded the incentive to use its digital channels and remodeled the in-flight service with sealed and sanitized products, along with the timely use of hand sanitizers. In addition, all aircraft are equipped with HEPA filters, which captures about 99.9% of viruses, bacteria and impurities, renewing the air every 3 minutes.

 

The Company created specific communication channels regarding the coronavirus, which are constantly updated, to improve customer service at a time of increasing demand and great uncertainty. The Company reinforced the dedicated team in its Call Center and continues to give priority to the most urgent cases. This team is committed to assisting customers in reorganizing their airline ticket reservations, with flexible conditions to change their future travel.

 

Currently, 90% of the processes for traveling with GOL happen without human contact. GOL's flight application allows Customers to purchase tickets, check in, check baggage and board, including through face recognition, in addition to the service via WhatsApp, in which many of its Customers perform check-ins without need for human interaction, consult their flight status and have the possibility of managing the reservation. Intensifying the use of technology and innovation is a strategic pillar of GOL’s business.

 

Regarding GOL’s Frequent-Flyer Program, Smiles, digital channels were also improved by implementing online cancellation self-service, free of charge, available on Smiles Fidelidade website and apps, and the Company improved Smiles’ online service (chat), for customers who have eligible GOL tickets. The system was developed internally, in record time.

 

Understanding that there is no set deadline for the end of this crisis and that this will inevitably have an impact on the travel planning of its customers, Smiles announced the extension of the maturity of the frequent-flyer program’s categories. Just as it chose not to consider the current year as the basis for the requalification of next year's customers, since

 

20 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

the analysis of categories would include miles accumulated from segments flown from January to December 2020. The measure allows customers to gain more time within their category and to take advantage of the benefits offered.

 

To mitigate negative impacts from the COVID-19 crisis, Smiles has launched a number of incentive initiatives for participants to use their miles on products offered by other partners, mainly retailers, through Shopping Smiles.

Socially, supporting and recognizing those who fight COVID-19 on the front lines, the Company, started transporting health professionals free of charge. By September 30, 2020, 1,390 airline tickets were granted. In turn, Smiles started to credit miles for these health professionals who travel around Brazil to provide care to affected patients. For each GOL segment, flown at no cost, the traveler receives 1,000 miles. Until September 30, 2020, a total of 309,800 miles were distributed, and did not generate material financial impacts on the Parent Company and Consolidated Quarterly Information (ITR).

Among all the measures adopted by GOL during the pandemic, keeping the integrity and health of the Company's employees is a priority. Since the second half of March 2020, all Company employees with administrative assignments started working from home. Employees are constantly being monitored by the Company's leadership and by the People & Culture area that manages human resources.

 

The Company’s greatest commitment will continue to be people’s integrity and health, strictly following the WHO’s guidelines as a commitment to do everything possible to get through this period of turbulence in the best possible way.

 

 

1.1.6    Effects on the Parent Company and Consolidated Quarterly Information (ITR)

 

As already mentioned, the COVID-19 pandemic’s impacts were immediate and severe for the Company. The main consequence was the reduction in the operational flight network.

 

Below is a table summarizing the accounting adjustments and reclassifications made in the nine month period ended September 30, 2020, as well as the details on each of these items and additional disclosures:

 

    September 30, 2020
    Nine-month period
Provisions for Cancellations of Miles Redeemed (a) (22,271)
Losses with Financial Investments (b) (63,104)
Derecognition of Cash Flow Hedge - Fuel (c) (315,286)
Derecognition of Cash Flow Hedge - Revenues in US$ (d) (290,345)
Lease contracts renegotiation – IFRS 16 (e) 8,482
Appropriation of Interest due to Renegotiation with Suppliers   (23,435)
Total   (714,441)

 

(a)The subsidiary Smiles, which connects the travel and tourism segments, is also among the most affected by the crisis, with impacts to its operations and income (expenses). The main effect was the drop in the volume of miles redeemed by participants of the Smiles Program, mainly for airline tickets, hotel stays and car rentals. In April, the Company had cancellations of miles redeemed in previous months, in volumes higher than usual. Thus, a provision for cancellations was recorded on March 31, 2020, totaling R$22,271. This provision has been monitored and was considered sufficient to cover such losses, maintained on September 30, 2020.

 

21 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

(b)Even though the Management of the Company and its subsidiaries have remained faithful to the Company’s investment policy, the abrupt changes in macroeconomic indicators, including cuts to the SELIC rate made by the Federal Government, led the Company to record unusual losses in its investments in sovereign fixed income funds linked to SELIC, as well as in private credit fixed income funds with a high degree of liquidity and high quality of credit.

 

(c)Furthermore, due to the operations downsizing, the Company derecognized operations designated as cash flow hedges, as a drop is expected in the fuel consumption previously estimated. Accordingly, the Company transferred a total loss of R$315,286 (R$291,925 in the first quarter and R$23,361 in the second quarter) from the “equity valuation adjustment” group in shareholders’ equity to the financial income (expenses) as “losses from derivatives”.

 

(d)Due to the temporary interruption of all international flights, the Company also derecognized hedge accounting transactions used to hedge future revenues in foreign currency (hedged object), using lease agreements as hedge instruments. That said, the Company transferred R$290,345 from the “equity valuation adjustment” group in shareholders' equity to the financial income (expenses) as “exchange rate change expenses”.

 

(e)The Company entered into renegotiations for part of its aircraft and operating engine leasing contracts, with no purchase option, including postponement and deferral of payments, extension of terms and modification of monthly payment amounts, which resulted in a reduction of lease obligations by R$179,579 with an offset to aircraft rights of use in fixed assets of R$ 171,097 and in the result of R$8,482.

 

    Consolidated
    September 30, 2020
    Nine-Month Period
Balance Sheet - Reclassifications   Cost of Services Other Revenues and Expenses, Net
Personnel Costs - Idleness (f) 160,802 (160,802)
Flight Equipment Depreciation - Idleness (f) 615,667 (615,667)

 

 

(f)Due to the drop in the number of flights operated and suspension of employment agreement, where the Company paid 30% of personnel expenses, by analogy to the provisions of CPC 16 (R1) - Inventories, equivalent to IAS 2, personnel expenses and depreciation of flight equipment not directly related to the revenues generated in the period, called idleness, were reclassified from the group of costs of services to the group of other revenues and expenses, net.

 

    Consolidated
    September 30, 2020
Balance Sheet - Reclassifications   Current Noncurrent
Taxes and Contributions to Recover (g) (18,564) 18,564

 

(g)Expectations of realization of assets and liabilities were reassessed and, as a result, R$18,564 were reclassified between short- and long-term of taxes and contributions to be recovered, since such asset will take longer to be realized.

22 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

    Consolidated
    September 30, 2020
Balance Sheet - Adjustments   Noncurrent Liabilities Other Comprehensive Income
Provision for Post-Employment Benefits (h) (27,287) 27,287

 

(h)Given the abrupt changes in the macroeconomic scenario, the Company updated the actuarial studies that establish obligations from post-employment benefits, and -- mainly due to the drop in the long-term interest rate -- the balance related to such obligations was reduced by R$27,287. For further details, see Note 25.1.

 

On June 30, 2020, March 31, 2020 and December 31, 2019, the Company carried out impairment tests on the balances of fixed assets, goodwill and slot rights, no provision for impairment was recorded. On September 30, 2020, the Company assessed the indications of impairment of these assets and concluded that there is no evidence of loss due to impairment.

 

The Company reassessed the estimated realization of deferred tax assets recognized at the parent company and did not identify any need to adjust the balance.

 

The Company also carried out a thorough review of its budget estimates for the current and subsequent fiscal years (“Business Plan”), as detailed in Note 1.2.

 

1.2.Capital Structure and Net Current Capital

 

On September 30, 2020, the Company had a negative shareholders’ equity position attributed to the controlling shareholders of R$14,759,201 (R$7,676,671 on December 31, 2019).

 

The change observed in the nine-month period ended on September 30, 2020 is mainly due to the devaluation of the Real against US Dollar (approximately 29%), which negatively affected the result for the period due to exchange rate changes of around R$3.5 billion, as well as non-comprehensive income (expenses) of around R$1.0 billion, mainly due to derivative transactions, in addition to interest expenses of R$1.0 billion.

 

The negative net current capital position on September 30, 2020 was R$1,088,028 in the parent company and R$9,112,525 in the consolidated financial statements (R$274,456 and R$5,435,223 negative on December 31, 2019 in the parent company and in the consolidated financial statements, respectively). This change is mainly due to the increase in loan and lease obligations of around R$1.4 billion, due to the devaluation of Real against US Dollar and the reduction in the balance of accounts receivable of around R$451 million due to the downsizing in operations resulting from the economic crisis due to the COVID-19 pandemic.

 

23 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The operations of the subsidiary GLA are sensitive to changes in the economic scenario and to the volatility of Real, given that around 35.3% of its costs are linked to the US dollar (“US$”), and its ability to adjust the price charged to its customers to pass through an appreciation of the US$ depends on the rational (offer) capacity and behavior of competitors.

 

Over the past four years, Management has taken many measures to adapt the size of its fleet to demand, matching the supply of seats to the demand to keep high occupancy rates, reducing costs and adjusting the capital structure, as well as implementing initiatives to restructure its balance sheet.

 

With the outbreak of the COVID-19 pandemic, which led to an unprecedented economic crisis, Management quickly reorganized the Company's businesses through the measures detailed in Note 1.1.

 

Management continuously monitors the effects of the crisis and will continue to take measures to strengthen GOL’s income (expenses) and balance sheet, thus ensuring the Company's sustainability.

 

Management understands that the business plan reviewed, presented, and approved by the Board of Directors on April 30, 2020 has all elements necessary for the operation’s continuity. Our consolidated interim financial statements have been prepared on an accounting base of continuity, which includes the continuity of operations, realization of assets and compliance with liabilities and commitments in the usual course of business. Accordingly, our interim consolidated financial statements do not include any adjustments that may result from the inability to continue operating. If we are unable to continue operating, adjustments to the book values and classification of our assets and liabilities and the reported amounts of revenues and expenses may be necessary and significant.

 

1.3.Status of Boeing 737 MAX’s Grounding

 

On March 11, 2019, due to a second accident with a Boeing 737 MAX 8 aircraft, with SAFETY as GOL’s #1 value, the Company’s Management decided to suspend the operations of its 7 aircraft of this model, well before being required to do so by any regulators.

 

In response to this measure, the Company quickly reconfigured its flight network, and, as a result, worked to rationally supply the required capacity to meet the demand levels through new lease agreements. The aircraft grounding and additional efforts led the Company to incur unplanned costs, related to, but not limited to: interline fares to relocate passengers, accommodation, meals and other passenger expenses, additional fuel consumption, taxes and landing fees, salaries and charges linked to overtime, payment to lease additional aircraft and negative publicity, disrupting the Company's business.

 

As a result, and in recognition of a long-standing partnership, the Company reached an agreement with Boeing, the terms of which are strictly confidential, but have as purpose to provide (a) compensation by Boeing addressing damages from unplanned additional costs incurred since the aircraft was grounded, to date, and due to the non-delivery of aircraft, as defined in purchase agreements; (b) reduction in the number of firm commitments for 34 aircraft; (c) flexibility to further adjust the number of aircraft; and (d) flexibility to convert existing orders to other models in the Max family.

 

Under current accounting principles and rules, an amount of R$446,942 received on April 1, 2020 was recorded in cash and cash equivalents with disbursement of R$136,962 in “advances for the acquisition of Property, Plant & Equipment” in property, plant & equipment, as this is a return of “pre delivery payment”, and the amount of R$309,980 was recorded in the income statement, with R$63,041 resulting from exchange rate variations, R$193,503 as other revenues and expenses, net, since this is a reimbursement of expenses incurred in previous years and the remaining amount distributed in other items of the income statement.

24 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

In addition, subject to future events, the Company will be entitled to additional payments and will benefit from credits with a present value of around R$1.9 billion to be invested in the acquisition of new aircraft, which in turn will reduce its costs with future depreciation and financings, since such credits will affect the present values of assets and liabilities related to rights of use.

 

On October 6, 2020, the Federal Aviation Administration (FAA) published a preliminary report from the Flight Standardization Board (FSB) on the proposed training for Boeing 737 MAX’s pilots, in which the agency established only one of six procedural steps that will need to be completed before FAA grants the final approval for airlines to fly this aircraft again. The report includes recommendations from the Joint Operations Evaluation Board (JOEB), which recently met for nine days. JOEB included civil aviation authorities from the United States, Canada, Brazil and the European Union. On October 26, 2020, the European Aviation Safety Agency (EASA) confirmed that it is also close to granting its full clearance.

GOL expects to resume operations with MAX in December 2020.

1.4.Corporate Structure

 

The corporate structure of the Company and its subsidiaries, on September 30, 2020, is shown below:

 

 

 

25 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The Company’s equity interest in the capital of its subsidiaries, on September 30, 2020, is shown in the following table:

 

Entity Incorporation Date Location

Main

Activity

Type of Control % of Interest
in the Share Capital
September 30, 2020 December 31, 2019
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
AirFim November 7, 2003 Brazil Investment fund Indirect 100.00 100.00
Smiles Fidelidade August 1, 2011 Brazil Frequent-Flyer Program Direct 52.60 52.61
Smiles Viagens August 10, 2017 Brazil Tourism Agency Indirect 52.60 52.61
Smiles Fidelidade Argentina (a) November 7, 2018 Argentina Frequent-Flyer Program Indirect 52.60 52.61
Smiles Viagens Argentina (a) November 20, 2018 Argentina Tourism Agency Indirect 52.60 52.61
Fundo Sorriso July 14, 2014 Brazil Investment fund Indirect 52.60 52.61
  Companies in Shareholding:
SCP Trip April 27, 2012 Brazil On-Board Magazine - 60.00 60.00

 

(a)       Companies with functional currency in Argentine pesos (ARS).

 

1.5.Corporate Reorganization Plan

 

On December 9, 2019 and February 4, 2020, through a Material Fact, the Company and its subsidiaries announced the corporate reorganization plans with the main purpose of ensuring the long-term competitiveness of the GOL group, by aligning the interests of all stakeholders, reinforcing a consolidated capital structure, simplifying the corporate governance of companies, reducing the operating, administrative and financial costs and expenses, and increasing the market liquidity for all GOL’s shareholders, through the incorporation of Smiles shares by GLA.

 

On March 13, 2020, through a Material Fact, the Company and its subsidiary Smiles announced that, due to the extraordinary events in the domestic and foreign markets resulting from the spread of COVID-19, especially due to its structural impacts in the aviation sector, it canceled the corporate restructuring proposal submitted on December 9, 2019 and February 4, 2020.

 

1.6.Compliance Program

 

Since 2016, the Company took several steps to strengthen and expand its internal control and compliance programs, detailed in the annual financial statements disclosed on February 28, 2020.

 

The Management is constantly reinforcing to its employees, customers, and suppliers its commitment to continue improving its internal control and compliance programs.

 

As previously disclosed in the financial statements for the year ended December 31, 2017, 2018, and 2019, the Company signed an agreement with the Brazilian Federal Public Ministry in December 2016 (“Agreement”), through which the Company agreed to pay R$12 million in fines and make improvements to its compliance program. In turn, the Federal Public Ministry agreed not to file any lawsuits related to activities under the Agreement. In addition, the Company paid R$4.2 million in fines to the Brazilian tax authorities.

 

The Company voluntarily informed the U.S. Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”) and the Brazilian Securities and Exchange Commission (“CVM”) about the Agreement and the external independent investigation conducted by an independent committee of the Company. The investigation was completed in April 2017 and revealed that immaterial payments were made to politically exposed people. None of the Company’s current employees, representatives or members of the Board of Directors and Management was aware of any illegal purpose behind the transactions identified, or of any illegal benefit for the Company from the transactions under investigation.

 

26 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The Company reported the conclusions of the investigation to the relevant authorities and will keep them informed of any future developments regarding this issue, as well as monitor the analyses already started by these bodies. These authorities may impose fines and possibly other sanctions to the Company.

 

There were no further developments on the subject during the nine-month period ended September 30, 2020.

 

2.Message from the Management, base to Prepare and Present the Parent Company and Consolidated Quarterly Information (ITR)

 

The Company’s Parent Company and Consolidated Quarterly Information (ITR) were prepared following accounting practices adopted in Brazil. The accounting practices adopted in Brazil include those in the Brazilian Corporation Law and in the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

The Company’s consolidated quarterly information (ITR) was prepared in accordance with accounting practices adopted in Brazil and the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The accounting practices adopted in Brazil include those in the Brazilian Corporation Law and in the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (“CPC”), and approved by the Federal Accounting Council (“CFC”) and the Brazilian Securities and Exchange Commission (“CVM”).

 

The Company’s Parent Company and Consolidated Quarterly Information (ITR) was prepared using the Brazilian real (“R$”) as the functional and presentation currency. Figures are expressed in thousands of Brazilian reais, except when stated otherwise. The items disclosed in foreign currencies are duly identified, when applicable.

 

The preparation of the Parent Company and Consolidated Quarterly Information (ITR) requires the Management to make judgments, use estimates and adopt assumptions affecting the amounts presented of revenues, expenses, assets and liabilities. However, the uncertainty regarding these judgments, assumptions and estimates could give rise to results that require a significant adjustment of the book value of certain assets and liabilities in future reporting years.

 

The Company is continually reviewing its judgments, estimates, and assumptions.

 

When preparing this Parent Company and Consolidated Quarterly Information (ITR), the Management used 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, 2019, as well as the updates of relevant information included in the annual financial statements disclosed on February 28, 2020.

 

27 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

Management confirms that all material information in this Parent Company and Consolidated Quarterly Information (ITR) is being demonstrated and corresponds to the information used by Management in the development of its business management activities.

 

The Parent Company and Consolidated Quarterly Information (ITR) has been prepared based on historical cost, with the exception of the following material items recognized in the statements of financial position:

 

·short-term investments classified as cash and cash equivalents measured at fair value;

 

·short-term investments mainly comprising exclusive investment funds, measured at fair value;

 

·restricted cash measured at fair value;

 

·derivative financial instruments measured at fair value; and

 

·investments accounted for using the equity method.

 

The Company’s Parent Company and Consolidated Quarterly Information (ITR) for the period ended September 30, 2020 has been prepared assuming that it will continue as going concern, realizing assets and settling liabilities in the normal course of business, as per Note 1.2.

28 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

3.Approval of the Parent Company and Consolidated Financial Statements

 

This Parent Company and Consolidated Quarterly Information (ITR) was authorized by the Board of Directors on July 29, 2020.

 

4.Summary of Significant Accounting Practices

 

The Parent Company and Consolidated Quarterly Information (ITR) presented herein was prepared based on policies, accounting practices and estimate calculation methods adopted and presented in detail in the annual financial statements for the year ended December 31, 2019, released on February 28, 2020.

 

4.1.New Accounting Standards and Pronouncements Adopted in the Period

 

On July 7, 2020, CVM, by means of Resolution 859, approved the Technical Pronouncements Review Document 16, referring to technical pronouncement CPC 06 (R2) - “Leases”, referring to Benefits Related to COVID-19 Granted to Leaseholders in Lease Contracts. For further details, see Note 19.

 

4.2.New Accounting Standards and Pronouncements not yet Adopted

 

According to the Management, there are no other standards and interpretations issued and not yet adopted that may have a significant impact on the income (expenses) or shareholders’ equity disclosed by the Company.

 

4.3.Foreign Currency Transactions

 

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 “Exchange rate change, net” in the income statement for the period.

 

The main exchange rates in reais in effect on the base date of this Parent Company and Consolidated Quarterly Information (ITR) are as follows:

 

  Final Rate Average Rate
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
U.S. Dollar 5.6407 4.0307 5.38419 4.1102
Argentinian Peso 0.0740 0.0673 0.07161 0.0686

 

5.Seasonality

 

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 months of 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.

29 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

6.Cash and Cash Equivalents

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
Cash and Bank Deposits 4,329 488 40,394 418,447
Cash Equivalents 2,299 1,016,258 458,360 1,226,978
Total 6,628 1,016,746 498,754 1,645,425

 

The breakdown of cash equivalents is as follows:

 

    Parent Company Consolidated
  Weighted Average Profitability (p.a.) September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
           
Domestic Currency          
Private Bonds 90.5% of CDI 7 366,338 432,078 514,356
Automatic Investments 23.8% of CDI 2,292 - 26,282 5,505
Total Domestic Currency   2,299 366,338 458,360 519,861
           
Foreign Currency          
Private Bonds 2.0% - 649,920 - 707,117
Total Foreign Currency   - 649,920 - 707,117
           
Total   2,299 1,016,258 458,360 1,226,978

 

7.Financial Investments

 

    Parent Company Consolidated
  Weighted Average Profitability (p.a.) September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
           
Domestic Currency          
Government Bonds (*) -27.4% of CDI - - 11,371 56,532
Investment Funds 71.9% of CDI 205 673 384,596 862,868
Total Domestic Currency   205 673 395,967 919,400
           
Foreign Currency          
Private Bonds 3.00% - - 2,920 1,713
Government Bonds 1.80% - - - 29,684
Investment Funds 1.80% - - 737 2,965
Total Foreign Currency   - - 3,657 34,362
           
Total   205 673 399,624 953,762

(*) See Note 1.1.6 (b).

30 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

8.Restricted Cash

 

    Parent Company Consolidated
 

Weighted Average

Profitability (p.a.)

September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
           
Domestic Currency          
Import financing 96.6% of CDI - 2,428 139,834 116,932
Letter of Guarantee - Legal Proceedings 96.1% of CDI 4,145 3,971 81,540 115,995
Letter of Credit – Maintenance Deposit 98.0% of CDI - - 143,670 136,438
Working Capital 99.8% of CDI - - 26,693 510
Hedge Margin 100.0% of CDI - - 4,926 -
Total Domestic Currency   4,145 6,399 396,663 369,875
           
Foreign Currency          
Financing with Ex-lm Bank Collateral 0.2% - - 33,856 -
Hedge Margin 0.1% - - 122,537 74,431
Total Foreign Currency   - - 156,393 74,431
           
Total   4,145 6,399 553,056 444,306
           
Current   4,145 6,399 372,668 304,920
Noncurrent   - - 180,388 139,386

 

 

9.Trade Receivables

 

  Consolidated
  September 30, 2020 December 31, 2019
     
Domestic Currency    
Credit Card Administrators 359,646 740,967
Travel Agencies 299,011 253,494
Cargo Agencies 25,385 33,677
Airline Partner Companies 6,523 291
Others 2,779 15,690
Total Domestic Currency 693,344 1,044,119
     
Foreign Currency    
Credit Card Administrators 91,906 121,844
Travel Agencies 13,275 36,845
Cargo Agencies 214 1,384
Airline Partner Companies 448 30,740
Others 9,274 11,550
Total Foreign Currency 115,117 202,363
     
Total 808,461 1,246,482
     
Estimated Losses from Doubtful Accounts (17,550) (16,952)
     
Total Trade Receivables 790,911 1,229,530

 

31 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The aging list of trade receivables, net of allowance for expected loss on trade receivables accounts, is as follows:

 

  Consolidated
  September 30, 2020 December 31, 2019
To be Due    
Until 30 days 489,194 567,567
From 31 to 60 days 99,665 213,334
From 61 to 90 days 32,639 100,478
From 91 to 180 days 84,896 187,883
From 181 to 360 days 38,440 76,902
Above 360 days 282 1,499
Total to be Due 745,116 1,147,663
     
Overdue    
Until 30 days 4,065 47,959
From 31 to 60 days 2,669 23,290
From 61 to 90 days 28,392 3,986
From 91 to 180 days 4,828 3,009
From 181 to 360 days 2,610 421
Above 360 days 3,231 3,202
Total Overdue 45,795 81,867
     
Total 790,911 1,229,530

 

The changes in the expected loss on trade receivables are as follows:

 

  Consolidated
  September 30, 2020 December 31, 2019
Balance at the Start of the Year (16,952) (11,284)
(Additions) and Exclusions (598) (13,499)
Unrecoverable Amounts - 7,831
Balance at the End of the Year (17,550) (16,952)

 

10.Inventories

 

  Consolidated
  September 30, 2020 December 31, 2019
Consumables 20,048 14,274
Parts and Maintenance Materials 179,669 184,939
Total 199,717 199,213

 

The changes in the provision for obsolescence are as follows:

 

  Consolidated
  September 30, 2020 December 31, 2019
Balances at the Start of the Year (14,302) (12,808)
Additions (608) (2,168)
Write-Offs 973 674
Balances at the End of the Year (13,937) (14,302)

 

32 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

11.Taxes to Recover

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
Prepaid Income Tax and Social Contribution to Recover 20,622 27,552 152,710 195,864
Withholding Income Tax 49 - 2,629 3,969
PIS and COFINS to Recover(*) - - 384,249 273,152
Value Added Tax (VAT), Abroad - - 10,593 4,650
Others 60 60 12,363 6,181
Total 20,731 27,612 562,544 483,816
         
Current 8,852 5,163 240,372 309,674
Noncurrent 11,879 22,449 322,172 174,142

 

(*) During the period ended September 30, 2020, the subsidiary GLA recorded PIS and COFINS extemporaneous tax credits, in the total amount of R$126,675.

 

 

33 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

12.Deferred Taxes

 

12.1.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.

 

  Parent Company Consolidated
  December 31, 2019 Income (Expenses) September 30, 2020 December 31, 2019 Income (Expenses) Exchange Rate Change(*) September 30, 2020
Deferred Assets              
Tax Losses 39,890 (748) 39,142 42,795 (3,965) 256 39,086
Negative Basis of Social Contribution 14,360 (269) 14,091 14,360 (269) - 14,091
Temporary Differences:              
Provision for Losses on Other Credits 1,957 2,710 4,667 1,958 2,709 - 4,667
Provision for Legal Proceedings and Tax Liabilities 696 (778) (82) 696 (778) - (82)
Total Income Tax and Social Contribution Deferred - Assets  56,903 915 57,818  59,809 (2,303) 256 57,762
Deferred Liabilities              
Temporary Differences:              
Provision for Doubtful Accounts - - - 17,035 48,534 - 65,569
Breakage Provision  - - -  (196,206) 7,406 - (188,800)
Provision for Losses on Other Credits  - - - 183,053 (25,179) - 157,874
Provision for Legal Proceedings and Tax Liabilities  - - - 91,051 23,091 - 114,142
Aircraft Return  - - - 146,239 53,829 - 200,068
Derivative Transactions - - - (42,154) 11,674 - (30,480)
Flight Rights  - - -  (353,226) - - (353,226)
Depreciation of Engines and Parts for Aircraft Maintenance  - - -  (183,977) (8,673) - (192,650)
Reversal of Goodwill Amortization for Tax Purposes  - - -  (127,659) - - (127,659)
Aircraft Leases and Others - - - 64,379 (57,648) - 6,731
Others - - - 89,313 (26,953) 58 62,418
Unrealized Profits - - - 68,111 (719) - 67,392
Total Income Tax and Social Contribution Deferred - Liabilities - - - (244,041) 25,362 58 (218,621)
Total Effect of Deferred Taxes in the Income (Expenses) - 915 - - 23,059 - -
               

(*) Exchange rate change recognized in other comprehensive income.

34 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

The Company’s Management considers that the deferred assets and liabilities recognized on September 30, 2020 arising from temporary differences will be realized in proportion to realization of their bases and the expectation of future results.

 

The Management estimates that active deferred tax credits, recorded on tax losses and a negative social contribution base, may be realized as follows:

 

Year Amount
2020 4,163
2022 4,630
2023 14,528
2024 12,144
2025 to 2029 17,768
Total 53,233

 

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, 2020 December 31, 2019
Income Tax Loss 8,411,890 5,017,227
Negative Basis of Social Contribution 8,411,890 5,017,227
     
Potential Tax Credit 2,860,042 1,705,857

 

The reconciliation of effective income taxes and social contribution rates for the periods ended September 30, 2020 and 2019 is as follows:

 

  Parent Company
  Three-month period ended on Nine-month period ended on
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
         
Loss before Income Tax and Social Contribution (1,724,568) (241,567) (6,003,511) (492,767)
Combined Nominal Tax Rate 34% 34% 34% 34%
Income Tax and Social Contribution by the Combined Tax Rate 586,353 82,133 2,041,194  167,541
         
Adjustments to Calculate the Actual Tax Rate:        
Equity Income (Loss) (531,808) (82,124) (1,820,596) (38,269)
Tax Rate Difference of the Income (Expenses) of Subsidiaries (12,797) 60,899 57,117 (75,159)
Nondeductible Expenses, Net (210) (85) (618) (187)
Exchange Rate Change on Foreign Investments (36,740) (61,308) (278,538) (53,393)
Interest on Shareholders’ Equity - - -  (3,114)
Benefit Constituted on Tax Losses, Negative Basis and Temporary Differences - - -  26,366
Total Income Tax and Social Contribution 4,798 (485) (1,441)  23,785
         
Income Tax and Social Contribution        
Current 722 (238) (2,356)  (1,633)
Deferred 4,076 (247) 915  25,418
Total Income Tax and Social Contribution 4,798 (485) (1,441)  23,785

 

 

 

35 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

  Consolidated
  Three-month period ended on Nine-month period ended on
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
         
Loss before Income Tax and Social Contribution (1,687,555) (177,477) (5,899,728) (171,588)
Combined Nominal Tax Rate 34% 34% 34% 34%
Income Tax and Social Contribution by the Combined Tax Rate 573,769 60,342 2,005,908  58,340
         
Adjustments to Calculate the Actual Tax Rate:        
Equity Income (Loss) - - - 27
Tax Rate Difference of the Income (Expenses) of Subsidiaries 2,959 70,868 68,148 (74,355)
Income tax on permanent differences and other (45,236) 19,366 (40,236) 51,821
Exchange Rate Change on Foreign Investments (45,743) (83,077) (224,697) (114,188)
Overdue Tax Credit - - - 18,801
Interest on Shareholders’ Equity - - -  2,805
Benefit Not Constituted on Tax Losses, Negative Basis and Temporary Differences (494,119) (61,142) (1,864,010) (28,401)
Total Income Tax and Social Contribution (8,370) 6,357 (54,887) (85,150)
         
Income Tax and Social Contribution        
Current (42,093) (49,560) (77,946)  (125,203)
Deferred 33,723 55,917 23,059 40,053
Total Income Tax and Social Contribution (8,370) 6,357 (54,887) (85,150)

 

13.Advances to Suppliers and Third-Parties

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
         
Oceanair Advance(*) 225,629 161,228 257,115 192,715
Advance to Domestic Suppliers - - 221,831 95,596
Advances to Foreign Suppliers 52 37 38,229 25,316
Advance for Materials and Repairs - - 48,932 48,930
Total 225,681 161,265 566,107 362,557
Adjustment to Present Value of Advance to Suppliers - - - (10,604)
Provision for Loss of Advance to Oceanair (225,629) (161,228) (257,115) (161,228)
Total Advances to Suppliers 52 37 308,992 190,725
         
Current 52 37 277,222 142,338
Noncurrent - - 31,770 48,387

(*) increase due to the change of the US dollar.

 

14.Deposits

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
Court Deposits 60,155 61,447 714,062 841,746
Maintenance Deposits(*) - - 1,172,445 830,282
Deposit in Guarantee for Lease Agreements 74,269 51,055 408,285 296,327
 Total 134,424 112,502 2,294,792 1,968,355

(*) Advances made in US dollars, the change in the period is essentially due to the appreciation of the dollar against the real.

36 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

15.Investments

 

15.1.Breakdown of Investments

 

The investment information is shown below:

 

  Parent Company   Consolidated
  GLA Smiles Fidelidade   Trip
Material Information on Subsidiaries on September 30, 2020        
Total Number of Shares 5,262,335,049 124,158,953   -
Share Capital 4,554,280 254,609   1,318
Interest % 100.0% 52.6%   60.0%
Shareholders’ Equity (Deficit) (12,989,261) 1,312,822   2,091
Unrealized Gains (a) - (130,819)   -
         
Adjusted Shareholders’ Equity (b) (12,989,261) 559,747   1,254
Net Income (Expenses) for the Period (5,411,922) 106,134   -
Unrealized Gains for the Period (a) - 1,396   -
Adjusted Net Income (Expenses) for the Period (b) (5,411,922) 52,228   -

(a)   Corresponds to transactions involving revenue from the miles redeemed for air tickets by participants of the Smiles Program, which, under the consolidated quarterly information, only take place when the program’s participants are actually transported by GLA.

(b)   Adjusted shareholders’ equity and net income (expenses) for the adjusted period corresponds to the percentage of total equity and net income for unrealized profits.

 

  Parent Company   Consolidated
  GLA Smiles Fidelidade   Trip
Relevant Information of the Subsidiaries on December 31, 2019        
Total Number of Shares 5,262,335,049 124,158,953   -
Share Capital 4,554,280 254,610   1,318
Interest % 100.00% 52.61%   60.00%
Shareholders’ Equity (Deficit) (6,498,660) 1,205,335   2,091
Unrealized Gains (a) - (132,215)   -
         
Adjusted Shareholders’ Equity (b) (6,498,660) 501,986   1,254
Net Income (Expenses) for the Year 215,027 626,725   129
Unrealized Gains for the Year (a) - (35,909)   -
Adjusted Net Income (Expenses) for the Year (b) 215,027 294,899   77

 

 

(a)Corresponds to transactions involving revenue from the miles redeemed for air tickets by participants of the Smiles Program, which, under the consolidated quarterly information, only take place when the program’s participants are actually transported by GLA.
  (b)   Adjusted shareholders’ equity and net income (expense) for the adjusted period corresponds to the percentage of total equity and net income for unrealized profits.

 

 

15.2.Changes in Investments

 

  Parent Company Consolidated
  GLA

Smiles

Fidelidade

Total Trip
Balances on December 31, 2019 (6,498,660) 501,986 (5,996,674) 1,254
Equity Income (Expenses) (5,411,922) 57,228 (5,354,964) -
Unrealized Income (Expenses) on Hedge (1,122,171) - (1,122,171) -
Foreign Exchange Rate Change on Investment Conversion Abroad - (304) (304) -
Share-Based Compensation 16,205 779 16,984 -
Actuarial Losses from Post-Employment Benefits 27,287 - 27,287 -
Other Equity Changes in Investments - 58 58 -
Balances on September 30, 2020 (12,989,261) 559,747 (12,429,515) 1,254

37 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

16.Property, Plant & Equipment

 

16.1.Parent Company

 

On September 30, 2020, the balance of Property, Plant & Equipment was R$5,298 in the subsidiary GAC (On December 31, 2019, the balance was of R$131,841, mainly related to advances for the acquisition of aircraft, which were returned by the manufacturer, as mentioned in Note 1.3).

 

Additionally, on September 30, 2020, there is no residual value of the ownership rights on aircraft in the subsidiary GAC (R$108,538 on December 31, 2019).

 

 

38 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

16.2.Consolidated
   
  Weighted Average Rate (p.a.) December 31, 2019 Additions Write-Offs Transfers September 30, 2020
Flight Equipment            
Cost            
Aircraft - ROU(1) with Purchase Option (5)    660,256 - (660,256) - -
Aircraft - ROU with no Purchase Option    3,561,980 535,950 (151,540) - 3,946,390
Spare Parts and Engines - Own    1,764,295 138,516 (3,748) (250) 1,898,813
Spare Parts and Engines - ROU    109,977 (14,851) (10,352) - 84,774
Aircraft and Engine Improvements    3,084,023 385,512 (112,009) - 3,357,526
Tools    53,454 2,254 (47) 250 55,911
    9,233,985 1,047,381 (937,952) - 9,343,414
Depreciation            
Aircraft - ROU with Purchase Option (5)    (226,433) (2,935) 229,368 - -
Aircraft - ROU with no Purchase Option 20.46%  (719,377) (624,821) 63,968 - (1,280,230)
Spare Parts and Engines - Own 7.05%  (706,381) (99,585) 1,753 - (804,213)
Spare Parts and Engines - ROU 25.53%  (26,745) (24,539) 9,079 - (42,205)
Aircraft and Engine Improvements 48.98%  (1,717,552) (612,178) 111,767 - (2,217,963)
Tools 10.00%  (24,712) (3,139) 27 - (27,824)
    (3,421,200) (1,367,197) 415,962 - (4,372,435)
             
Total Net - Flight Equipment    5,812,785 (319,816) (521,990) - 4,970,979
             
Property, Plant & Equipment in Use            
Cost            
Vehicles    11,681 161 (276) - 11,566
Machinery and Equipment    63,091 792 (544) - 63,339
Furniture and fixtures    32,983 1,382 (155) - 34,210
Computers and Peripherals - Own    45,732 2,736 (402) - 48,066
Computers and Peripherals – ROU    21,992 - - - 21,992
Communication Equipment    2,548 9 (180) - 2,377
Security Equipment    856 - (789) - 67
Third-Party Property Improvements - CMA (3)    107,637 - - - 107,637
Third-Party Property Improvements    71,174 335 - 3,226 74,735
Third-Party Properties - ROU    22,354 5,471 (70) - 27,755
Construction in Progress    17,906 1,089 - (3,226) 15,769
     397,954 11,975 (2,416) - 407,513
Depreciation            
Vehicles 20.00%  (9,291) (477) 145 - (9,623)
Machinery and Equipment 10.00%  (45,437) (3,109) 485 - (48,061)
Furniture and Fixtures 10.00%  (19,908) (1,596) 150 - (21,354)
Computers and Peripherals - Own 20.00%  (33,190) (2,818) 397 - (35,611)
Computers and Peripherals – ROU 36.13%  (7,682) (5,934) - - (13,616)
Communication Equipment 10.00%  (2,081) (90) 164 - (2,007)
Security Equipment 10.00%  (615) (2) 573 - (44)
Third-Party Property Improvements - CMA 10.43%  (102,675) (4,973) - - (107,648)
Third-Party Property Improvements 21.94%  (39,039) (7,817) - - (46,856)
Third-Party Properties - ROU 32.18%  (7,156) (6,267) 71 - (13,352)
     (267,074) (33,083) 1,985 - (298,172)
Total Net - Property, Plant & Equipment in Use    130,880 (21,108) (431) - 109,341
             
Impairment Losses (2) -  (41,719) 5,536 - - (36,183)
Total    5,901,946 (335,388) (522,421) - 5,044,137
             
Advances to Suppliers (4) -  156,155 133,901 (136,962) - 153,094
Total Property, Plant & Equipment    6,058,101 (201,487) (659,383) - 5,197,231

(1) ROU - Right of Use

(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) CMA - Maintenance Center - Confins/MG

(4) The write-off refers to PDP return, as mentioned in note 1.3.

(5) Write-off resulting from the sale-leaseback transaction.

 

 

39 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

17.Intangible Assets

 

The breakdown of and changes in intangible assets are as follows:

 

  Consolidated
  Weighted Average Rate (p.a.) December 31, 2019 Additions Write-Offs September 30, 2020
Cost          
Goodwill - 542,302 - - 542,302
Slots - 1,038,900 - - 1,038,900
Software - 579,370 47,910 (68,319) 558,961
Others - 10,000 - - 10,000
Total Cost   2,170,572 47,910 (68,319) 2,150,163
           
Amortization          
Software 25.10%           (389,730) (68,010) 68,235 (389,505)
Others 20.00%  (4,167) (1,500) - (5,667)
Total Amortization    (393,897) (69,510) 68,235 (395,172)
           
Intangible Assets, Net           1,776,675 (21,600) (84) 1,754,991

 

 

40 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

18.Loans and Financing

 

The breakdown of and changes in short and long-term debt are as follows:

 

      Parent Company
      December 31, 2019             September 30, 2020
  Maturity Interest Rate p.a. Current Noncurrent Total Funding Unrealized Income (Expenses) on ESN Principal Payment Interest Incurred Interest Paid Exchange Rate Change Amortization of Costs/Goodwill Current Noncurrent Total
In US$:                              
Term Loan B 08/2020 6.50% 1,229,600 1,229,600 (1,641,390) 65,382  (97,632) 437,942 6,098
Guaranteed Funding 12/2021 9.50% 1,367,825 (84,611) 10,910 (6,362) 42,644 1,062,473 267,933 1,330,406
Senior Notes IV 01/2022 9.10% 12,102  313,267 325,369 (405,878) 7,052  (20,695) 92,730  1,422
ESN (1) 07/2024 3.75% 29,443 1,753,526 1,782,969  (512,876)  130,288  (75,486)  580,651 (377)  18,729 1,886,440  1,905,169
Senior Notes VIII 01/2025 7.00% 75,587 2,548,472 2,624,059 171,023  (215,506) 1,043,455  6,417  39,551 3,589,897 3,629,448
Perpetual Bonds - 8.75% 12,815 620,328  633,143 51,166 (50,161)  251,895  17,934  868,109 886,043
 Total      1,359,547 5,235,593  6,595,140  1,367,825 (512,876) (2,131,879)  435,821  (465,842)  2,449,317  13,560  1,138,687  6,612,379  7,751,066

 

41 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

      Consolidated
      December 31, 2019               September 30, 2020
  Maturity Effective Interest Rate (p.a.) Current Noncurrent Total Funding Unrealized Income (Expenses) on ESN Principal Payment Interest Incurred Interest Paid Exchange Rate Change Amortization of Costs/Goodwill Current Noncurrent Total
In R$:                              
Working Capital 03/2021 6.48% - - - 624,377 - (314,479) 14,239 (11,947) - - 312,190 - 312,190
Debentures VII 03/2022 3.41% (3)  289,423  289,302 578,725 - - - 19,437 (19,336) - 4,666 437,671 145,821 583,492
                               
In US$:                              
Term Loan B 08/2020 6.50%  1,229,600  - 1,229,600 - - (1,641,390) 65,382 (97,632) 437,942 6,098 - - -
Import Financing 01/2021 5.63%  663,979  -    663,979 25,974 - (103,238) 31,894 (33,097) 268,559 - 854,071 - 854,071
Guaranteed Funding 12/2021 9.50% - - - 1,367,825 - (84,611) 10,910 (6,362) 42,644 - 1,062,473 267,933 1,330,406
Senior Notes IV 01/2022 9.10%  12,102  313,267 325,369 - - (405,878) 7,052 (20,695) 92,730 1,422 - - -
Financing with Ex-lm Bank Collateral 12/2022 0.92% 180,812 76,395 257,207 124,074 - (167,479) 6,345 (3,524) 97,949 5,714 235,733 84,553 320,286
ESN (1) 07/2024 3.75%  29,443  1,753,526 1,782,969 - (512,876) - 130,288 (75,486) 580,651 (377) 18,729 1,886,440 1,905,169
Spare Engine Facility 09/2024 2.56% 17,551 201,084 218,635 - - (11,853) 7,217 (7,644) 87,627 211 74,070 220,123 294,193
Senior Notes VIII 01/2025 7.00%  75,587  2,548,472 2,624,059 - - - 171,023 (215,506) 1,043,455 6,417 39,551 3,589,897 3,629,448
Loan Facility 03/2028 4.73%  31,727  150,821 182,548 59,949 - (32,266) 9,592 (7,265) 76,592 173 37,917 251,406 289,323
Perpetual Notes (2) - 8.75%  12,815  533,935 546,750 - - - 44,046 (43,272) 217,616 - 17,934 747,206 765,140
Total     2,543,039  5,866,802 8,409,841 2,202,199 (512,876) (2,761,194) 517,425 (541,766) 2,945,765 24,324 3,090,339 7,193,379 10,283,718
                               
(1)Exchangeable Senior Notes see Note 35.2.
(2)Includes elimination of related parties in the amount of R$120,903.
(3)During the 9 months ended on September 30, 2020, after Split there was division into three series: Series 1 with a CDI rate of 120%; Series 2 with CDI rate + 5.40% and Series 3 with CDI rate + 3.50%.

42 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

The terms of the short and long-term debt contracted up to December 31, 2019 by the Company and its subsidiaries were disclosed in detail in the financial statements for the year ended December 31, 2019 and have not been affected by contractual alterations during the nine-month period ended on September 30, 2020, except as mentioned in this interim financial information.

 

Total consolidated debt included issuance costs of R$98,118 on September 30, 2020 (R$143,119 on December 31, 2019), which are amortized over the term of the related debt.

 

18.1.New Loans and Financing During the Nine-Month Period Ended September 30, 2020

 

18.1.1.Working Capital

 

During the nine-month period ended September 30, 2020, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, placing promissory notes as collateral for the transactions. These transactions have as purpose maintaining and managing the company's working capital. Information on such financing is presented below:

 

Date - Amount Interest Date -
Transaction (R$ thousand) Rate (p.a.) Maturity

 

New Funding 

     
April 20, 2020  72,000 10.03% July 20, 2020
April 20, 2020  94,830 8.99% August 18, 2020
April 20, 2020  21,195 8.52% July 20, 2020
May 8, 2020  147,871 CDI + 6.9% August 7, 2020
May 11, 2020  10,013 8.60% August 10, 2020
May 13, 2020  24,000 11.13% March 12, 2021
May 15, 2020  254,468 CDI + 2.50% November 9, 2020
Total  624.377    
       
Renegotiations      
July 20, 2020  50,000 10.03% December 1, 2020
August 7, 2020  44,361 CDI + 6.9% November 5, 2020
August 10, 2020  10,013 8.60% September 30, 2020
August 18, 2020  94,830 8.99% September 30, 2020
August 31, 2020  114,666 CDI + 2.50% March 15, 2021
September 30, 2020  10,013 8.60% December 15, 2020
September 30, 2020  94,830 8.99% December 15, 2020
Total  418.713    

 

18.1.2.Import Financing

 

During the nine-month period ended September 30, 2020, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, placing promissory notes as collateral for the transactions. Which are part of a credit line maintained by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment. Information on such financing is presented below:

43 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

Date - Amount Interest Date -
Transaction (US$ thousand) (R$ thousand) Rate (p.a.) Maturity
New Funding         
February 19, 2020  5,920 25,974 4.07% February 13, 2021
         
Renegotiations        
January 2, 2020  4,335 17,431 5.79% June 30, 2020
January 14, 2020  4,571 18,943 6.22% May 13, 2020
January 17, 2020  6,455 27,005 5.71% July 15, 2020
January 21, 2020  8,595 36,112 6.22% May 20, 2020
January 24, 2020  4,815 20,112 4.17% January 15, 2021
January 31, 2020  5,925 25,296 5.63% July 29, 2020
February 14, 2020  7,069 30,512 5.59% August 12, 2020
February 21, 2020  6,531 28,688 5.56% August 19, 2020
April 22, 2020  5,407 29,611 8.60% August 20, 2020
April 22, 2020  7,711 42,225 5.65% October 19, 2020
April 22, 2020  6,053 33,144 5.65% October 19, 2020
April 24, 2020  9,347 51,184 8.52% August 24, 2020
May 13, 2020  4,571 25,030 7.93% September 10, 2020
May 20, 2020  5,148 28,192 7.87% September 17, 2020
May 29, 2020  7,195 39,402 5.12% November 25, 2020
June 8, 2020  9,638 52,778 4.95% November 5, 2020
June 8, 2020  7,823 42,837 4.29% October 6, 2020
June 8, 2020 10,436 57,150 4.95% November 5, 2020
June 8, 2020  6,990 38,277 4.29% October 6, 2020
June 8, 2020  7,045 38,579 4.95% November 5, 2020
June 15, 2020 735  4,024 6.45% December 14, 2020
June 16, 2020 10,400 56,950 4.29% October 14, 2020
June 30, 2020  4,335 23,737 4.92% December 29, 2020
July 15, 2020  6,455 28,688 4.87% January 11, 2021
July 29, 2020  5,925 28,688 4.85% January 25, 2021
August 12, 2020  7,069 28,688 4.32% September 25, 2020
August 14, 2020  3,396 19,156 3.84% January 8, 2021
August 18, 2020  5,920 33,393 4.06% February 12, 2021
August 19, 2020  6,531 28,688 4.30% October 2, 2020
August 20, 2020  5,407 30,499 7.75% December 18, 2020
August 24, 2020  9,347 52,724 7.76% December 22, 2020
September 10, 2020  4,571 25,784 7.75% September 10, 2020
September 17, 2020  5,148 29,038 7.75% January 15, 2021
September 25, 2020  7,069 28,688 4.35% December 15, 2020
Total  217.968 1.101.253    

 

18.1.3.Financing with Ex-lm Bank Collateral

 

In the nine-month period ended on September 30, 2020, the Company, through its subsidiary GLA, obtained funding as follows:

 

Date - Principal Costs Interest Date -
Transaction (R$ thousand) (R$ thousand) Rate (p.a.) Maturity
June 23, 2020 129,263 5,189 9.05% December 23, 2022

 

 

44 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

18.1.4.Loan Facility

 

In the nine-month period ended on September 30, 2020, the Company, through its subsidiary GLA, obtained funding with guarantee of the Company’s own engines. Information on such financing is presented below:

 

Date - Principal Costs Interest Date -
Transaction (US$ thousand) (R$ thousand) (US$ thousand) (R$ thousand) Rate (p.a.) Maturity
March 20, 2020 12,000 60,847 177 898 4.16% p.a. March 20, 2028

 

18.1.5.Guaranteed Funding.

 

In August 2020, the Company obtained a bilateral financing from Delta Airlines backed by Smiles shares and other assets totaling US$250 million, corresponding to R$1,367,825 on the funding date.

Date - Principal Interest Date -
Transaction (US$ thousand) (R$ thousand) Rate (p.a.) Maturity
September 30, 2020 250,000 1,367,825 9.50% p.a. December 30, 2021

 

18.1.6.Loan and Financing - Noncurrent.

 

On September 30, 2020, the maturities of loans and financing recorded in non-current liabilities are as follows:

 

  2021 2022 2023 2024 2024 onwards Without Maturity Date Total
Parent Company              
In US$:              
Guaranteed Funding 267,933 - - - - - 267,933
ESN - - - 1,886,440 - - 1,886,440
Senior Notes VIII - - - - 3,589,897 - 3,589,897
Perpetual Bonds - - - - - 868,109 868,109
Total 267,933 - - 1,886,440 3,589,897 868,109 6,612,379
               
Consolidated              
In R$:              
Debentures VII - 145,821 - - - - 145,821
In US$:              
Financing with Ex-lm Bank Collateral 29,852 54,701 - - - - 84,553
Spare Engine Facility 6,262 25,049 25,049 163,763 - - 220,123
Guaranteed Funding 267,933 - - - - - 267,933
ESN - - - 1,886,440 - - 1,886,440
Senior Notes VIII - - - - 3,589,897 - 3,589,897
Loan Facility 7,774 31,746 32,758 33,820 145,308 - 251,406
Perpetual Bonds - - - - - 747,206 747,206
Total 311,821 257,317 57,807 2,084,023 3,735,205 747,206 7,193,379

 

45 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The fair value of debt on September 30, 2020 is as follows:

 

  Parent Company Consolidated
  Accounting (*) Fair Value Accounting (*) Fair Value
ESN 1,905,169 1,517,040 1,905,169 1,517,040
Perpetual Notes and Other Senior Notes 4,515,491 3,178,845 4,394,588 3,111,809
Term Loan 1,330,406 1,331,820 1,330,406 1,331,820
Debentures - - 583,492 591,666
Other Existing Loans - - 2,070,063 2,070,063
Total 7,751,066 6,027,705 10,283,718 8,622,398

(*) Net Total of Funding Costs.

 

18.2.Covenants

 

The Company has covenants in Guaranteed financing and in Debentures VII.

 

Within the scope of guaranteed financing, the Company has the observance of complying with specific guarantee conditions in the bilateral contract with Delta Airlines. On September 30, 2020, the Company had Smiles shares and other assets placed in guarantee by GLAI regarding this agreement, which meet the covenants.

 

In Debentures VII, the obligation to measure such indicators is semiannual, being that:

 

On March 31, 2020, the Debenture Holders’ Meeting was held, where it was decided to suspend the effects of automatic early maturity, given the failure to pay the unit face value of the debentures referring to the installment due on March 28, 2020. At that Meeting, it was decided to extend the debentures’ principal amortization liabilities by 10 days.

 

On April 9, 2020, the Debenture Holders’ Meeting decided to postpone the amortization of debentures totaling R$148 million, originally scheduled to occur on March 28, 2020 and thus postponed to March 28, 2022. On this date, the Meeting also granted a waiver regarding the non-compliance with the financial rates and limits set for the fiscal year of 2020, which would be measured on June 30 and December 31, 2020. The current readings will remain in force in the fiscal year of 2021.

 

On September 25, 2020, the Debenture Holders’ Meeting decided to postpone the amortization of debentures totaling R$148 million, originally scheduled to occur on September 28, 2020 and thus postponed to March 28, 2021.

 

46 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

19.Leases to Pay

 

         
    Consolidated
    December 31, 2019                  September 30, 2020
  Weighted Average Rate (p.a.) Current Noncurrent Total Additions Write-Offs Provision
Contractual Amendment
Payments Deposit in Guarantee Interest Incurred Payment of Interest Exchange Rate Change Current Noncurrent Total
In R$:                                
Leases without Purchase Option 13.10% 21,781 23,026 44,807 5,189 - - 281 (12,987) - 10,096 - - 30,025 17,361 47,386
Total   21,781 23,026 44,807 5,189 - - 281 (12,987) - 10,096 - - 30,025 17,361 47,386
                                 
In US$:                                
Leases with Purchase Option 3.75% 128,936 419,894 548,830 - (618,487) - - (26,049) - 4,592 (4,592) 95,706 - - -
Leases without Purchase Option 11.46% 1,253,995 4,205,148 5,459,143 596,406 (2,138) 29,225 (115,692) (745,398) (18,920) 519,201 - 2,214,171 2,217,733 5,718,265 7,935,998
Total   1,382,931 4,625,042 6,007,973 596,406 (620,625) 29,225 (115,692) (771,447) (18,920) 523,793 (4,592) 2,309,877 2,217,733 5,718,265 7,935,998
                                 
Total Leases   1,404,712 4,648,068 6,052,780 601,595 (620,625) 29,225 (115,411) (784,434) (18,920) 533,889 (4,592) 2,309,877 2,247,758 5,735,626 7,983,384
                                 

 

 

47 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

The future payments of financial lease agreements are detailed as follows:

 

  Without Purchase Option With Purchase Option
  September 30, 2020 December 31, 2019 December 31, 2019
2020 1,316,455 1,691,357 148,613
2021 2,176,540 1,324,403 148,744
2022 1,952,772 1,125,060 207,654
2023 1,542,130 904,627 72,801
2024 onwards 3,441,012 1,938,987 16,830
Total Minimum Lease Payments 10,401,909 6,984,434  594,642
Less Total Interest (2,418,525) (1,480,484)  (45,812)
Present Value of Minimum Lease Payments 7,983,384 5,503,950  548,830
Less Current Portion (2,247,758) (1,275,776)  (128,936)
Noncurrent Portion 5,735,626 4,228,174 419,894
       

 

 

On September 30, 2020, the Company concluded part of the renegotiations on its aircraft and operating engine lease agreements, with no purchase option, which led to contractual changes regarding the postponement of due dates and monthly payments compared to the original terms of the lease agreements. For renegotiated contracts that had their payments postponed until June 2021, the Company opted to not evaluate such changes as modifications to the lease contracts, as provided by the amendment to “Technical Pronouncement CPC 06 (R2) - Lease in due to a Benefit Granted in a Lease Agreement Related to Covid-19 for Lessee”. For other contracts, the Company recorded the update of these renegotiations, remeasuring the lease liability since the deferral of the installments will occur based on new payment flows, the discount rate and the exchange rate on the date of the contractual amendment, as provided for in the current regulations. The calculated accumulated effects were updated during the quarter ended on September 30, 2020 and were recorded as a reduction in the lease liability totaling R$179,759, with a corresponding entry to a reduction in fixed assets of R$171,098 and a result of R$8,482.

 

19.1.Sale-Leaseback Transactions

 

During the nine-month period ended on September 30, 2020, the Company recorded a net gain of R$594,587 (R$7,924 on September 30, 2019) in the consolidated results from the sale-leaseback transactions of 11 aircraft recognized recorded in the income statement under “Sale-leaseback transactions” in the group of other operating revenues and expenses, net see Note 31.

 

20.Suppliers

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
         
Domestic Currency 15,162 15,952 1,001,373 833,781
Foreign Currency 19,435 3,164 677,903 462,636
Total 34,597 19,116 1,679,276 1,296,417
         
Current 34,597 19,116 1,634,527 1,286,275
Noncurrent - - 44,749 10,142

 

On September 30, 2020, the balance payable to related parties, recorded the consolidated under “suppliers”, was of R$2,735 (R$1,822 on December 31, 2019), and refers mainly to

48 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

transportation operations with Viação Piracicabana Ltda.

 

 

21.Suppliers - Forfaiting

 

The Company has operations that allow suppliers to receive their rights in advance from a financial institutions. On September 30, 2020, the amount recorded under current liabilities from forfaiting operations totaled R$52,120 (R$554,467 on December 31, 2019).

 

22.Taxes to Collect

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
PIS and COFINS 1,223 2,278 14,709 39,133
Installments - - 43,820 2,117
Income Tax on Salaries 39 32 13,933 54,649
ICMS - - 152 424
Income Tax and Social Contribution to Collect - 1,951 24,218 9,496
Others 10 - 8,855 10,788
Total 1,272 4,261 105,687 116,607
         
Current 1,272 4,261 71,151 116,523
Noncurrent - - 34,536 84

 

23.Advance Ticket Sales

 

On September 30, 2020, the balance of Advance from ticket sales classified in current liabilities was R$1,805,930 (R$1,966,148 on December 31, 2019) and is represented by 5,850,968 tickets sold and not yet used (6,239,179 on December 31, 2019) with an average use of 117 days (59 days on December 31, 2019).

 

As set forth by the regulators, travel bookings may be made within a period corresponding to 12 months, and, therefore, it was not necessary to reclassify any part of the obligations related to advance from tickets sales to non-current liabilities.

 

Balances of advance from ticket sales are shown net of breakage corresponding to R$349,027 on September 30, 2020 (R$415,688 on December 31, 2019).

 

24.Frequent-Flyer Program

 

  Consolidated
  September 30, 2020 December 31, 2019
Frequent-Flyer Program 2,136,618 1,755,985
Others 5,527 1,764
Breakage (581,333) (577,075)
Total 1,560,612 1,180,674
     
Current 1,253,020 1,009,023
Noncurrent 307,592 171,651

 

The miles issued are initially recorded as deferred revenue, and as they are redeemed by members of the Smiles program, they are recognized in the income statement as revenue, net of direct costs associated with the products and services provided.

49 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The breakage reflects the revenue recognized on the date that the member becomes the owner of the miles and represents the estimated miles issued for which redemption is not expected, i.e., miles that will expire without the expectation of use, as required by CPC 47, equivalent to IFRS 15.

 

25.Provisions

 

  Consolidated
  Provisions Post-Employment Benefit Provisions for Aircraft and Engine Return

Legal

Proceedings (a)

Total
Balances on December 31, 2019  96,760 869,078 291,218 1,257,056
Additional Provisions Recognized 8,024 90,883 219,160 318,067
Provisions Used - (49,465) (149,449) (198,914)
Changing of Assumptions (27,287) - - (27,287)
Present Value Adjustment 4,974 54,233 - 59,207
Exchange Rate Change - 333,691 (42) 333,649
Balances on September 30, 2020 82,471 1,298,420 360,887 1,741,778
         
On September 30, 2020        
Current - 355,346 - 355,346
Noncurrent 82,471 943,074 360,887 1,386,432
Total 82,471 1,298,420 360,887 1,741,778
         
On December 31, 2019        
Current - 203,816 - 203,816
Noncurrent 96,760 665,262 291,218 1,053,240
Total 96,760 869,078 291,218 1,257,056
(a)The provisions used consider write-offs due to the revaluation of estimates and settled processes.

 

25.1.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.

 

Due to the significant increase in the indicative rates for federal government bonds linked to inflation (NTN-B), with long maturities used, as determined by the applicable accounting standards, to define the discount rate used to calculate post-employment liabilities, generated a reduction in the obligation.

 

This significant change in the economic circumstance led to update the discount rate hypothesis and, consequently, the obligation and related accounting expense for the remainder of the fiscal year 2020.

 

The securities used to determine the discount rate assumption were those traded on June 22, 2020. In addition to the discount rate, the long-term inflation assumption was also updated consistent with the Central Bank inflation report. No updates were necessary for the other assumptions used in the calculation.

50 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The changes in actuarial liabilities related to the post-employment benefit, prepared based on an actuarial report, are presented below:

 

  Consolidated
  September 30, 2020 December 31, 2019
Actuarial Liabilities at the Start of the Year 96,760 46,496
Current Service Cost Recognized in Income (Expenses) 8,024 4,910
Cost of Interests Recognized in Income (Expenses) 4,974 4,311
Sponsor Contributions -  (2)
Effect of Changing Financial Assumptions (reduction of the deduction rate) (27,287) 34,305
Effect of Plan’s Experience - 6,740
Actuarial Liabilities at the End of the Period 82,471 96,760
     
Actuarial Assumptions    
Weighted Average of Assumptions to Determine the Defined Benefit Obligation    
Nominal Discount Rate p.a. 7.49% 7.23%
Actual Discount Rate p.a. 4.36% 3.60%
Long-Term Estimated Inflation Rate p.a. 3.00% 3.50%
HCCTR - Nominal Medical Inflation Rate p.a. 6.35% 6.86%
HCCTR - Actual Medical Inflation Rate p.a. 3.25% 3.25%
Mortality Table AT-2000 loosened by 10% AT-2000 loosened by 10%
Weighted Average of Assumptions to Determine the Cost (Revenue) of the Defined Benefit    
Nominal Discount Rate 7.23% 9.93%
Actual Discount Rate p.a. 3.60% 5.70%
Long-Term Estimated Inflation Rate 3.50% 4.00%
HCCTR - Nominal Medical Inflation Rate p.a. 6.86% 7.38%
HCCTR - Actual Medical Inflation Rate p.a. 3.25% 3.25%
Mortality Table AT-2000 loosened by 10% AT-2000 loosened by 10%
     
  Consolidated
  September 30, 2020
Current Service Cost Recognized in Income (Expenses) - 1st Half of 2020 6,005
Current Service Cost to Recognize in Income (Expenses) - 2nd Half of 2020 4,037
Cost of Interests Recognized in Income (Expenses) - 1st Half of 2020 3,495
Cost of Interests to Recognize in Income (Expenses) - 2nd Half of 2020 2,958
Total 16,495
       

 

25.2.Provisions 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 consideration is capitalized in fixed assets, under the heading “Aircraft and Engines Overhauling”.

 

25.3.Provision for Legal Proceedings

 

On September 30, 2020, the Company and its subsidiaries are parties to lawsuits and administrative proceedings. Details on the relevant lawsuits were disclosed in the financial statements for the year ended December 31, 2019.

 

The Company's Management believes that the provision for tax, civil and labor risks, recorded in accordance with CPC 25 – “Provisions, Contingent Liabilities and Contingent Assets”, equivalent to IAS 37, is sufficient to cover possible losses on administrative and judicial

51 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

proceedings. The breakdown of the proceedings with probable and possible losses is presented below:

 

  Consolidated
  Probable Loss Possible Loss
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
Civil 102,436 78,119 89,286 62,473
Labor 245,919 210,699 252,605 237,253
Tax 12,532 2,400 562,500 586,812
Total 360,887 291,218 904,391 886,538

 

 

26.Shareholders’ Equity

 

26.1.Share Capital

 

On September 30, 2020, the value of the capital stock was R$3,164,750, represented by 3,137,725,825 shares, of which 2,863,682,710 are common shares and 274,043,115 are preferred shares, being presented in the Balance Sheet and the statements of changes in equity, reduced by the costs of issuing shares in the amount of R$155,618 on September 30, 2020 and December 31, 2019.

 

The Company’s shares are held as follows:

 

  September 30, 2020 December 31, 2019
  Common Shares Preferred Shares Total Common Shares Preferred Shares Total
Fundo Volluto 100.00% - 22.99% 100.00% - 23.00%
Mobi FIA - 37.57% 28.93% - 37.59% 28.94%
Bank of America - 12,36% 9,52% - - -
AirFrance - KLM - 1.55% 1.19% - 1.55% 1.19%
Others - 1,91% 1,48% - 2.23% 1.73%
Market - 46,61% 35,89% - 58.63% 45.14%
Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

 

 

The authorized share capital on September 30, 2020 is R$6 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless of any amendment to its by-laws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. Under the law terms, in case of capital increase within the authorized limit, the Board of Directors will define the issuance conditions, including pricing and payment terms.

 

26.2.Treasury Shares

 

On September 30, 2020, the Company had 1,824,034 treasury shares, totaling R$62,215 (3,006,390 shares totaling R$102,543 on December 31, 2019). On September 30, 2020, the average market value of treasury shares was R$17.05 (R$33.84 on December 31, 2019).

52 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

27.Earnings (Loss) per Share

 

The Company's earnings (loss) per share was determined as follows:

 

  Parent Company and Consolidated
  Three-month period ended on
  September 30, 2020 September 30, 2019
  Common Shares Preferred Shares Total Common Shares Preferred Shares Total
Numerator            
Net Loss for the Period Attributed to Controlling Shareholders (154,803) (1,564,967) (1,719,770) (56,482) (185,570) (242,052)
             
Denominator            
Weighted Average Number of Shares Outstanding (in thousands) 947,619 70,052   2,863,683 151,165  

Adjusted Weighted Average Number of Shares Outstanding and Conversions Presumed as Diluted (in thousands)

 

947,619 70,052   2,863,683 151,165  
Basic Loss per Share (0.163) (22.340)   (0.020) (1.228)  
Diluted Loss per Share (0.163) (22.340)   (0.020) (1.228)  
             

 

 

  Parent Company and Consolidated
  Nine-month period ended on
  September 30, 2020 September 30, 2019
  Common Shares Preferred Shares Total Common Shares Preferred Shares Total
Numerator            
Net Loss for the Period Attributed to Controlling Shareholders (540,527) (5,464,425) (6,004,952) (109,436) (359,546) (468,982)
             
Denominator            
Weighted Average Number of Shares Outstanding (in thousands) 947,619 273,711   2,863,683 268,814  

Adjusted Weighted Average Number of Shares Outstanding and Conversions Presumed as Diluted (in thousands)

 

947,619 273,711   2,863,683 268,814  
Basic Loss per Share (0.570) (19.964)   (0.038) (1.338)  
Diluted Loss per Share (0.570) (19.964)   (0.038) (1.338)  
             

 

Diluted earnings (loss) per share are calculated by adjusting the weighted average number of shares outstanding by instruments potentially convertible into shares. The Company has only one category of potentially dilutive shares (stock option), as described in note 28. However, due to the losses ascertained in the nine-month period ended on September 30, 2019 and the nine-month period ended on September 30, 2020, these instruments issued by the parent company have no dilutive effect and therefore were not included in the total quantity of outstanding shares to calculate diluted losses per share.

53 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

28.Share-Based Compensation

 

The conditions of the restricted share and share-based payment plans granted to the Company’s Executive Officers were disclosed in detail in the financial statements for the year ended December 31, 2019, and did not change during the period ended on September 30, 2020.

 

The movement of the stock options outstanding for in the period ended on September 30, 2020 is as follows:

 

28.1.Stock Option - GOL

 

 

Number

of Stock

Options

Average Price

Weighted - Period

Outstanding Shares on December 31, 2019 7,660,855 7.11
Options Granted (*) 655,437 20.57
Options exercised (156,134) 4.31
Options canceled and adjustments in estimated prescribed rights 390,053 14.40
Options Outstanding on September 30, 2020 8,550,211 12.95
     
Number of Options Exercisable on:    
December 31, 2019 5,939,631 8.42
September 30, 2020 5,709,272 9.82

(*) Plan granted on April 30, 2020.

 

The expense recognized in income (expenses) for the fiscal year corresponding to the stock option plans for the nine-month period ended on September 30, 2020 was R$11,241 (R$32,042 for the nine-month period ended on September 30, 2019).

 

28.2.Restricted Share Plan – GOL

 

  Total Restricted Shares
Restricted Shares Outstanding on December 31, 2019 1,533,996
Shares Transferred (*) (1,182,356)
Restricted Shares Cancelled and Adjustments in Estimated Expired Rights 1,334,609
Restricted Shares Transferable on September 30, 2020 1,686,249

(*) During the period ended on September 30, 2020, the Company transferred 1,182,356 shares via equity instruments (treasury shares).

 

The expense recognized in income (expenses) for the fiscal year corresponding to the stock option plans for the nine-month period ended on September 30, 2020 was R$4,964 (R$6,062 for the nine-month period ended on September 30, 2019).

 

28.3.Stock Option Plan – Smiles Fidelidade

 

During the period ended on September 30, 2020, the Company recognized R$1,793 in shareholders’ equity regarding the share-based compensation with a corresponding outflow in the income statement as personnel expenses (R$2,357 for the nine-month period ended on September 30, 2019).

 

Additionally, referenced in the Company’s shares, executives and employees are granted a complementary cash-settled bonus, as a way of strengthening their commitment and productivity with the incomes (expenses). On September 30, 2020, the balance of this obligation totaled R$1,881 (R$6,079 on December 31, 2019) recorded under “Salaries”, referenced to 119,784 equivalent Company’s shares. The same amount was recorded under

54 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

“Personnel” in the statement of operations (R$90,440 during the period ended on September 30, 2019) related to these bonuses.

29.Transactions with Related Parties

 

29.1.Loan Agreements - Noncurrent Assets and Liabilities

 

The parent company maintains assets and liabilities from loan agreements with its subsidiary GLA without interest, as shown in the table below:

 

        Assets Liabilities
 Creditor Debtor Type of Transaction

Interest

Rate (p.a.)

September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
               
GOL GLA Loan 3,43% 906,405 507,408 - 2,121
GAC GLA Loan (*) 1,425,155 1,018,369 9,509 161,229
Gol Finance GLA Loan 4,63% 2,818,565 1,914,924 - -
Total       5,150,125 3,440,701 9,509 163,350

(*) According to the local legislation, the Company applies symbolic interest rates.

 

In addition to the values above, the following table shows the other balances between the Companies eliminated in the Consolidated:

 

          Balances
Creditor Debtor Type of Transaction Maturity of the Agreements

Interest

Rate (p.a.)

September 30, 2020 December 31, 2019
Gol Finance GOL Subscription Bonus(*) 07/2024 - 602,350 602,350
Gol Finance Inc. GAC Loan 01/2023 8.64% 1,247,703 1,267,594
Gol Finance GAC Loan 03/2025 4.19% 1,410,788 1,061,747
Gol Finance Gol Finance Inc. Loan 04/2023 6.79% 331,821 945,721
Gol Finance Inc. Gol Finance Loan 07/2020 11.70% 1,959 196,298
Smiles Fidelidade GLA Advance ticket purchases 12/2032 3.74% 1,179,319 970,899
Smiles Fidelidade GLA Sale of Miles 12/2032 - 3,117 32,271
Smiles Fidelidade GLA Management Fees 12/2032 - - 1,300
Smiles Fidelidade GLA Letter of Indemnity Agreement - - 530 1,414
GLA  Smiles Fidelidade Shared Services 12/2032 - 9,062 6,283
GLA Smiles Fidelidade Onlending 12/2032 - 13,984 23,540
Smiles Fidelidade Smiles Viagens Dividends - - 267 267
GOL Smiles Fidelidade Dividends - - 54,544 69,548
Smiles Viagens Smiles Fidelidade Onlendings - - 596 1,867
Smiles Argentina Smiles Fidelidade Onlendings - - 5,017 3,631
Total         4,861,057 5,184,730

(*) The subsidiary Gol Finance, through Gol Equity Finance, acquired warrants issued by the Company in the context of the issue of Exchangeable Senior Notes.

 

29.2.Transportation and Consulting Services

 

In the course of its operations, the Company, by itself and through its subsidiaries, entered into agreements with the companies listed below:

 

·Expresso Caxiense S.A.: Provision of passenger transportation services in case of an interrupted flight, effective until March 9, 2023; and

 

·Viação Piracicabana Ltda.: Provision of passenger, baggage, crew, and employee transportation services between airports, effective until September 30, 2021.

 

55 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

On September 30, 2020, GLA recognized a total expense related to these services of R$5,097 (R$7,450 on September 30, 2019). On the same date, the balance payable to related companies, under “suppliers”, was of R$2,735 (R$1,822 on December 31, 2019), and refers mainly to transportation services with Viação Piracicabana Ltda.

 

29.3.Contracts Account Opening UATP (“Universal Air Transportation Plan”) to Grant Credit Limit

 

The subsidiary GLA entered into UATP account opening agreements with the related parties indicated below: Aller Participações S.A.; BR Mobilidade Baixada Santista S.A. SPE; Breda Transportes e Serviços S.A.; Comporte Participações S.A.; Empresa Cruz de Transportes Ltda.; Empresa de Ônibus Pássaro Marrom S.A.; Empresa Princesa do Norte S.A.; Expresso Itamarati S.A.; Expresso Maringá do Vale S.A.; Expresso União Ltda.; Glarus Serviços Tecnologia e Participações S.A.; Limmat Participações S.A.; Quality Bus Comércio de Veículos S.A.; Super Quadra Empreendimentos Imobiliários S.A.; Thurgau Participações S.A.; Transporte Coletivo Cidade Canção Ltda.; Turb Transporte Urbano S.A.; Vaud Participações S.A.; and Viação Piracicabana Ltda.; all with no expiration date, whose purpose is to issue credits to purchase airline tickets issued by the Company. The UATP account (virtual card) is accepted as a payment means on the purchase of airline tickets and related services, seeking to simplify billing and make feasible payment between the participating companies.

 

The companies indicated above are owned by the individuals who control FIP Volutto and Mobi FIA, the main shareholders of the Company.

 

29.4.Commercial Partnership and Maintenance Agreement

 

On February 19, 2014, the Company signed an exclusive strategic partnership agreement for business cooperation with AirFrance-KLM. On January 1, 2017, the Company signed an extension of the scope for the inclusion of maintenance services.

 

During the nine-month period ended on September 30, 2020, component maintenance expenses incurred at the AirFrance-KLM workshop were R$171,290 (R$59,961 on September 30, 2019). On September 30, 2020, the Company has R$116,100 in the “Suppliers” account under current liabilities (R$142,241 on December 31, 2019).

 

29.5.Compensation of the Key Management Personnel

 

  Consolidated
  Three-month period ended Nine-month period
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Salaries, Bonus and Benefits (*) 7,500 5,875 24,665 42,868
Payroll Charges 1,973 4,652 10,610 11,671
Share-Based Compensation 4,740 2,064 9,941 6,912
Total 14,213 12,591 45,216 61,451

(*) Includes payment for members of the management, audit committee, and fiscal council.

56 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

  Consolidated
  September 30, 2020 September 30, 2019
Number of Members    
Board of Directors 9 8
Board of Directors in Subsidiary 5 7
Statutory Executive Officers 4 4
Statutory Executive Officers in Subsidiary 3 2
Non-Statutory Executive Officers 21 22
Non-Statutory Executive Officers in Subsidiaries 3 3
Fiscal Council 3 3
Fiscal Council in Subsidiary 3 3
Statutory Audit Committee 3 3
Audit Committee in Subsidiary 2 1
Total Members 56 56

 

30.Revenue
  Consolidated
  Three-month period ended on Nine-month period ended on
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
         
Passenger Transportation (*) 904,950  3,614,577 4,182,711  9,800,275
Cargo 72,236  104,600 217,361  298,501
Mileage Revenue 50,809  118,186 240,355  328,352
Other Revenues 2,816  28,114 40,583 81,331
Gross Revenue 1,030,811  3,865,477 4,681,010 10,508,459
         
Related Tax (55,891)  (155,540) (200,515)  (447,098)
Net Revenue 974,920  3,709,937 4,480,495 10,061,361

(*) Of the total amount, the amounts of R$28,827 and R$185,780 in the three-month and nine-month periods ended on September 30, 2020 includes revenues from non-attendance of passengers, rescheduling, ticket cancellation (R$138,907 and R$402,505 for the periods of three-month and nine-month periods ended on September 30, 2019).

 

  Consolidated
  Three-month period ended on Nine-month period ended on
  September 30, 2020 % September 30, 2019 % September 30, 2020 % September 30, 2019 %
                 
Domestic 890,103 91.3  3,187,580  85.9 3,861,431 86.2 8,635,771  85.8
Foreign 84,817 8.7  522,357  14.1 619,064 13.8  1,425,590  14.2
Net Revenue 974,920 100.0  3,709,937 100.0 4,480,495 100.0 10,061,361 100.0

57 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

31.Operating Costs, Selling and Administrative Expenses

 

  Parent Company
  Three-month period ended Nine-month period ended
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Administrative Expenses        
Employees (2,202)  (1,110) (3,626)  (3,247)
Services (7,347)  (10,971) (10,019)  (23,269)
Other Administrative Revenues and (Expenses) 3,454 (15,203) 380 (7,500)
Total Administrative Expenses (6,095) (27,284) (13,265) (34,016)
         
         
Other Net Operating Revenues and Expenses        
Sale-Leaseback Transactions (a) -     -    372,712  7,413
Other Revenues and (Expenses) (18,289) 25,780 (14,742) 28,178
Total Other Operating Revenues (18,289) 25,780 357,970 35,591
         
Total (24,384) (1,504) 344,705 1,575
(a)During the period ended on September 30, 2020, the Company recorded a net gain of R$372,712, related to the sale-leaseback transaction of 11 aircraft (in the period ended on September 30, 2019, the Company recorded a net gain of R$7,413 arising from the sale-leaseback operations of 1 aircraft negotiated in the period).

58 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

  Consolidated
  Three-month period ended Nine-month period ended
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
         
Cost of Services        
Employees (201.214)  (412,501) (711.389)  (1,216,443)
Fuels and Lubricants (316.314)  (1,066,603) (1.453.237)  (3,038,027)
Maintenance, Material and Repairs (62.829)  (91,497) (280.896)  (412,253)
Passenger Costs (61.481)  (156,999) (264.705)  (442,305)
Services (43.908)  (38,100) (130.324)  (110,792)
Landing Fees (69.584)  (223,610) (291.657)  (604,747)
Depreciation and Amortization (152.298)  (444,417) (758.069)  (1,239,971)
Recovery of Depreciation Costs (c) - - 25.962 -
Other Operating Costs (51.342) (113,107) (176.571) (247,162)
Total Cost of Services (958.970) (2,546,834) (4.040.886) (7,311,700)
         
Selling Expenses        
Employees (6.179)  (8,818) (19.856)  (27,240)
Services (13.136)  (44,633) (65.222)  (120,574)
Sales and Marketing (60.454)  (179,644) (221.496)  (495,554)
Other Selling Expenses (2.488)  (14,397) (10.857)  (26,044)
Total Selling Expenses (82.257)  (247,492) (317.431)  (669,412)
         
Administrative Expenses        
Salaries (a) (158.249)  (199,155) (382.852)  (470,380)
Services (144.599)  (117,612) (320.817)  (292,702)
Depreciation and Amortization (30.593)  (4,218) (96.054)  (29,467)
Other Administrative Revenues (d) (47.863) (9,830) (149.298) (19,982)
Total Administrative Expenses (381.304) (330,815) (949.021) (812,531)
         
Other Operational Revenues (Expenses)        
Sale-Leaseback Transactions (b) - - 594.587 7,924
Boeing Agreement Expense Recovery - - 193.503 -
Recovery of Taxes Paid 41.169 - 184.462 -
Idleness - Depreciation and Amortization (e) (268.318) - (615.667) -
Idleness - Personnel (e) (72.894) - (160.802) -
Other Operating Expenses (12.793) 28,178 (1.866) 162,341
Total Other Operating Revenues and (Expenses), Net (312.836) 28,178 194.217 170,265
         
Total (1.735.367) (3,096,963) (5.113.121) (8,623,378)

 

(a)The Company recognizes compensation paid to members of the Audit Committee, the Board of Directors and the Fiscal Council in the "Salaries" line item.
(b)During the period ended on September 30, 2020, the Company recorded a net gain of R$594,587, related to the sale-leaseback transaction of 11 aircraft (in the period ended on September 30, 2019, the Company recorded a net gain of R$7,924 arising from the sale-leaseback operations of 1 aircraft negotiated in the period).
(c)Boeing Agreement explanatory note 1.3.
(d)The 2019 figures are impacted by recovery of expenses.
(e)See Note 1.1.6 (f).

 

 

59 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

32.Financial Income (Expenses)

 

  Parent Company Consolidated
  Three-month period ended on Nine-month period ended on Three-month period ended on Nine-month period ended on
  September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019 September 30, 2020 September 30, 2019
Financial Revenues                
Gain from Derivatives - - - - 1,157 9,251 59,669 49,368
Derivative Gains - Capped Call (b) 4,255 117,094 33,227 - 4,255 117,094 33,227 -
Gains from Short-Term Investments 128 8,767 5,422 20,542 19,667  66,665 173,900  196,797
Cash Changes 419 598 1,367 1,784 14,264  4,990 22,071  37,339
(-) Taxes on Financial Revenues (a) (440) (607) (1,497) (1,904) (7,577)  (5,666) (32,460)  (18,697)
Unrealized Gains - Conversion Right – ESN (b) 205,494 - 857,110 - 205,494  - 857,110  -   
Interest Assets 33,671 28,817 105,577 75,963 -     - -     -   
Others 1,221 2,925 9,686 3,245 5,324 8,324 23,714  18,158
Total Financial Revenues 244,748 157,594 1,010,892 99,630 242,584 200,658 1,137,231 282,965
                 
Financial Expenses                
Losses with Derivatives - - -    - (3,218) (48,017) (421,016) (94,997)
Derivative Losses - Capped Call (b) (6,473) - (154,973) (41,582) (6,473) - (154,973) (41,582)
Unrealized Loss - Conversion Right – ESN (b) (101,753) 200,701 (344,233) 134,079 (101,753) 200,701 (344,233) 134,079
Interest on Loans, Financing and Others (153,859) (115,767) (435,832) (319,118) (215,817) (203,786) (627,810) (571,587)
Banking Commissions and Expenses (4,272) (15,023) (55,293) (21,781) (14,732) (26,988) (82,737) (53,256)
Losses with Financial Investments - - -    - (210) (23,974) (63,104) (104,994)
Interest on Leases - - - - (226,758) (121,496) (529,297) (359,881)
Others (6,105) (15,120) (23,331) (54,770) (49,499) (38,926) (116,503) (119,070)
Total Financial Expenses (272,462) 54,791 (1,013,662) (303,172) (618,460) (262,486) (2,339,673) (1,211,288)
                 
Exchange Rate Change, Net (108,328) (210,906) (990,752) (178,244) (551,232) (728,623) (4,064,660) (681,327)
                 
Total (136,042) 1,479 (993,522) (381,786) (927,108) (790,451) (5,267,102) (1,609,650)

 

(a)   Relative to taxes on Financial Revenues (PIS and COFINS), according to Decree 8,426 of April 1, 2015.

(b)  See Note 35.2.

 

60 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

33.Information by Segment

 

The information below presents the summarized financial position of the reportable operating segments on September 30, 2020 and December 31, 2019:

 

33.1.Assets and liabilities of the operating segments

 

  September 30, 2020
  Flight Transportation Smiles Frequent-Flyer Program Combined Operating Segments Eliminations Total Consolidated
Assets          
Current 1,989,519 2,081,256 4,070,775 (1,176,014) 2,894,761
Noncurrent 10,354,866 1,260,813 11,615,679 (1,689,611) 9,926,068
Total Assets 12,344,385 3,342,069 15,686,454 (2,865,625) 12,820,829
            
Liabilities          
Current 11,453,121 1,546,651 12,999,772 (992,486) 12,007,286
Noncurrent 15,650,464 482,596 16,133,060 (1,182,571) 14,950,489
Shareholders’ Equity (Deficit) (14,759,200) 1,312,822 (13,446,378) (690,568) (14,136,946)
Total Liabilities and Shareholders’ Equity (Deficit) 12,344,385 3,342,069 15,686,454 (2,865,625) 12,820,829

 

 

  December 31, 2019
  Flight Transportation Smiles Frequent-Flyer Program Combined Operating Segments Eliminations Total Consolidated
Assets          
Current 3,243,363 2,763,448 6,006,811 (1,079,434) 4,927,377
Noncurrent 10,888,299 121,135 11,009,434 (638,365) 10,371,069
Total Assets 14,131,662 2,884,583 17,016,245 (1,717,799) 15,298,446
            
Liabilities          
Current 9,941,112 1,321,534 11,262,646 (900,046) 10,362,600
Noncurrent 11,867,062 357,714 12,224,776 (183,513) 12,041,263
Shareholders’ Equity (Deficit) (7,676,512) 1,205,335 (6,471,177) (634,240) (7,105,417)
Total Liabilities and Shareholders’ Equity (Deficit) 14,131,662 2,884,583 17,016,245 (1,717,799) 15,298,446

 

 

61 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

33.2.Income (Expenses) of the Operating Segments

 

  September 30, 2020
 

Flight

Transportation

Smiles Frequent-Flyer Program Combined Operating Segments Eliminations Total Consolidated
           
Net Revenue          
Passenger Transportation 3,939,886 - 3,939,886 123,776 4,063,662
Cargo and Others 244,864 - 244,864 (29,087) 215,777
Revenue with Miles Redeemed - 361,751 361,751 (160,695) 201,056
Total Net Revenue (a) 4,184,750 361,751 4,546,501 (66,006) 4,480,495
           
Cost of Services (4,039,337) (73,173) (4,112,510) 71,624 (4,040,886)
Gross Profit 145,413 288,578 433,991 5,618 439,609
           
Operating Revenues (Expenses)          
Selling Expenses (309,097) (77,711) (386,808) 69,377 (317,431)
Administrative Expenses (810,261) (94,937) (905,198) (43,823) (949,021)
Other Operating (Expenses) Revenues, Net 184,311 4,228 188,539 5,678 194,217
Total Operating Expenses (935,047) (168,420) (1,103,467) 31,232 (1,072,235)
           
Equity Income (Expenses) 57,228 - 57,228 (57,228) -   
            

Operating Income (Expenses) before Income (Expenses)

net and income taxes

(732,406) 120,158 (612,248) (20,378) (632,626)
           
Financial Income (Expenses)          
Financial Revenues 1,122,438 68,504 1,190,942 (53,711) 1,137,231
Financial Expenses (2,381,454) (11,926) (2,393,380) 53,707 (2,339,673)
Financial Revenues (Expenses), Net (1,259,016) 56,578 (1,202,438) (4) (1,202,442)
           
Financial Income (Expenses) before Exchange Rate Change, Net (1,991,422) 176,736 (1,814,686) (20,382) (1,835,068)
           
Exchange Rate Change, Net (4,063,316) (1,369) (4,064,685) 25 (4,064,660)
           
Income (Loss) before Income Tax and Social Contribution (6,054,738) 175,367 (5,879,371) (20,357) (5,899,728)
           
Income Tax and Social Contribution 15,065 (69,233) (54,168) (719) (54,887)
Net Income (Loss) for the Period (6,039,673) 106,134 (5,933,539) (21,076) (5,954,615)
           
Income (Expenses) Attributed to Controlling Shareholders (6,039,673) 55,797 (5,983,876) (21,076) (6,004,952)
Income (Expenses) Attributed to Non-Controlling Shareholders - 50,337 50,337 - 50,337

 

62 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

  September 30, 2019
 

Flight

Transportation

Frequent-Flyer Program

Smiles

Combined Operating Segments Eliminations Total Consolidated
Net Revenue          
Passenger Transportation 9,137,160  - 9,137,160 356,028  9,493,188
Cargo and Others 315,003  - 315,003 (10,265)  304,738
Revenue with Miles Redeemed  -    797,860 797,860 (534,425)  263,435
Total net revenue (a) 9,452,163 797,860 10,250,023 (188,662)  10,061,361
           
           
Cost of Services (7,275,203) (57,672) (7,332,875) 21,175  (7,311,700)
Gross Profit 2,176,960 740,188 2,917,148 (167,487)  2,749,661
           
Operating Expenses          
Selling Expenses (716,881) (94,634) (811,515) 142,103  (669,412)
Administrative Expenses (677,677) (107,464) (785,141) (27,390)  (812,531)
Other Operating (Expenses) Revenues, Net 169,750 915 170,665 (400)  170,265
Total Operating Expenses (1,224,808) (201,183) (1,425,991) 114,313 (1,311,678)
           
Equity Income (Expenses) 201,342 - 201,342 (201,263)  79
           

Operating Income (Expenses) before Financial

Income (Expenses) and Taxes

1,153,494 539,005 1,692,499 (254,437)  1,438,062

 

Financial Income (Expenses)

         
Financial Revenues 243,422 97,623 341,045 (58,080) 282,965
Financial Expenses (1,266,682) (2,688) (1,269,370) 58,082 (1,211,288)
Financial Revenues (Expenses), Net (1,023,260) 94,935 (928,325) 2 (928,323)
           
Financial Income (Expenses) before Exchange Rate Change, Net 130,234 633,940 764,174 (254,435) 509,739
           
Exchange Rate Change, Net (684,243) 1,589 (682,654) 1,327 (681,327)
           
Income (Loss) before Income Tax and Social Contribution (554,009) 635,529 81,520 (253,108)  (171,588)
           
Income Tax and Social Contribution  85,112 (188,340) (103,228) 18,078  (85,150)
Net Income (Loss) for the Period (468,897) 447,189 (21,708) (235,030)  (256,738)
           
Income (Expenses) Attributed to Controlling Shareholders (468,897) 234,945 (233,952) (235,030)  (468,982)
Income (Expenses) Attributed to Non-Controlling Shareholders  -  212,244  212,244  -  212,244

 

(a)Eliminations are related to transactions between GLA and Smiles Fidelidade.

 

34.Commitments

 

On September 30, 2020, the Company had 95 firm orders for aircraft acquisitions with Boeing. These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. The approximate amount of firm orders in the current quarter considers an estimate of contractual discounts, and corresponds to approximately R$25,091,118 (corresponding to US$4,448,228 on September 30, 2020) and are segregated as follows:

   
  September 30, 2020
2023 3,624,191
2024 onwards 21,466,927
Total 25,091,118

 

 

Of the total commitments presented above, the Company should disburse the amount of R$9,026,258 (corresponding to US$1,600,202 on September 30, 2020) as advances for aircraft acquisition, according to the financial flow below:

 

63 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

 

  Consolidated
  September 30, 2020 December 31, 2019
2020 - 1,169,967
2021 200,753 1,152,456
2022 1,397,043 1,300,668
2023 2,884,010 1,366,345
2024 onwards 4,544,452 4,255,621
Total 9,026,258 9,245,057

 

 

The Company has been making payments related to aircraft acquisitions using its own resources, loans, cash generated from operations, short- and medium-term credit lines, and supplier financing.

 

The Company leases its entire aircraft fleet through a combination of leases without a purchase option. On September 30, 2020, the total fleet consisted of 129 aircraft, among which all were commercial leases with no purchase option.

 

 

35.Financial Instruments and Risk Management

 

Operational activities expose the Company and its subsidiaries to market risk (fuel prices, foreign currency and interest rate), 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 Risk Policy Committee in line with the Risk Management Policy and submitted to the Board of Directors. The details regarding the way the Company manages risks have been widely presented in the financial statements related to the year ended December 31, 2019. Since then, there has been no changes.

 

 

 

 

64 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

35.1.Accounting Classifications of Financial Instruments

 

The accounting classifications of the Company's consolidated financial instruments on September 30, 2020 and December 31, 2019 are shown below:

 

     Parent Company  Consolidated
    Measured at Fair Value through Income (Expenses)

Amortized

Cost (c)

Measured at Fair Value through Income (Expenses)

Amortized

Cost (c)

  Fair value level September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
Assets                  
Cash and Bank Deposits Level 1 4,329 488 - - 40,394 418,447 - -
Cash Equivalents Level 2 2,299 1,016,258 - - 458,360 1,226,978 - -
Financial Investments Level 2 205 673 - - 399,624 953,762 - -
Restricted Cash Level 2 4,145 6,399 - - 553,056 444,306 - -
Rights from Derivative Transactions Level 2 44,079 143,969 - - 50,055 147,469 - -
Trade Receivables - - - - - - - 790,911 1,229,530
Deposits (a) - - - 74,269 51,055 - - 1,580,730 1,126,609
Credits with Related Companies - - - 5,150,125 3,440,701 - - - -
Dividends and Interest on Shareholders’ Equity to Receive - - - 54,544 69,548 - - - -
Other Credits - - - 12,272 10,039 - - 151,146 140,006
                   
Liabilities                  
Loans and Financing (b) Level 2 230,193 626,557 7,520,873 5,968,583 230,193 626,557 10,053,525 7,783,284
Suppliers - - - 34,597 19,116 - - 1,679,276 1,296,417
Suppliers - Forfaiting - - -   - - - 52,120 554,467
Obligations with Derivative Transactions Level 2 - - - - 100,962 20,350 - -
Obligations to Related Parties - - - 9,509 163,350 - - - -
Landing Fees - - - - - - - 780,426 728,339
Leases to Pay - - - - - - - 7,983,384 6,052,780
Other Liabilities - - - 23,394 23,501 - - 286,283 164,709

 

(a)Excludes judicial deposits, as described in note 14.
(b)The amounts on September 30, 2020 and December 31, 2019, classified as measured at fair value through income (expense), are related to the derivative contracted through Exchange Senior Notes.
(c)Items classified as amortized cost refer to credits, debt with private institutions which, in any early settlement, there are no substantial alterations in relation to the values recorded.

 

65 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

During the period ended on September 30, 2020, there was no change on the classification between categories of the financial instruments.

 

35.2.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 Rate Capped Call ESN Revenue Hedge Total
Fair Value Changes              
Rights (Obligations) with Derivatives on December 31, 2019  (20,350)  - 3,500 143,969 (626,557) -              (499,438)
Gains (Losses) Recognized in Income (Expenses) - - 18,300 (121,745) 512,876 - 409,431
Gains (Losses) Recognized as Exchange Rate Change - - - 21,855 (116,512) - (94,657)
Gains (Losses) Recognized in Equity Valuation Adjustments (824,551) - - - - - (824,551)
Settlements (Payments Received) During the Period 749,915 - (21,800) - - - 728,115
Derivative Rights (Obligations) on September 30, 2020 (94,986) - - 44,079 (230,193) - (281,100)
Changes in the adjustment of equity valuation              
Balance on December 31, 2019 (53,242) (311,365) - - - (165,436) (530,043)
Fair Value Adjustments during the Period (824,551) - - - - - (824,551)
Adjustments of Hedge Accounting of Revenue - - - - - (1,162,454) (1,162,454)
Net Reversal to Income (Expenses) 227,392 6,268 - - - 25,543 259,203
Derecognition of Hedge Object 315,286 - - - - 290,345 605,631
Balances on September 30, 2020 (335,115) (305,097) - - - (1,012,002) (1,652,214)
               
Effects on Income (Expenses) (542,678) (6,268) 18,300 (99,890) 396,364 846,566 612,394
                 

 

Hedge nature   Classification September 30, 2020
USD Revenue   Net Revenue (16,086)
USD Revenue   Exchange Rate Change 862,622
Fuel   Costs (164,968)
Fuel   Financial Income (Expenses) (377,710)
Interest - Lease   Financial Income (Expenses) (1,937)
Interest - Lease   Financial Income (Expenses) – Interest on Leases (4,331)
Conversion Right - ESN   Financial Income (Expenses) 512,906
Conversion Right - ESN   Exchange Rate Change (116,512)
Capped Call ESN   Financial Income (Expenses) (121,745)
Capped Call – ESN   Exchange Rate Change 21,855
Exchange Rate   Exchange Rate Change 18,300
Total Assets     612,394

 

The Company may adopt hedge accounting for derivatives contracted to hedge cash flow and that qualify for this classification as per CPC 48 - Financial Instruments (equivalent to IFRS 9).

 

On September 30, 2020, the Company adopts cash flow hedge for the interest rate (mainly the Libor interest rates), and for aeronautical fuel protection and future revenue in US Dollar.

 

As disclosed in Note 1.1, due to the reduction in the volume of flight operations, the Company discontinued hedge relations of part of the fuel hedge operations designated as cash flow hedges, as a drop in fuel consumption was expected when compared to the amount previously estimated. Accordingly, the amount of R$315,286 was transferred from the "equity valuation adjustment" group in shareholders' equity to the financial income (expenses) under the "losses on derivatives" item.

66 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

In addition, due to the temporary interruption of all international flights, the Company also discontinued part of hedge accounting transactions used to hedge future revenues in foreign currency (hedged object), using lease agreements as hedge instruments. As a result, the amount of R$290,345 was transferred from the “equity valuation adjustment” group in the shareholders’ equity to the financial income (expenses) as “losses with exchange rate change”.

 

35.3.Market Risks

 

35.3.1.Fuel

 

The aircraft fuel prices fluctuate due to the volatility of the price of crude oil by product price fluctuations. To mitigate the risk of fuel price, on September 30, 2020, the Company held Brent, WTI and Collar derivatives, whose strategies are purchase options, Collar, Swap and futures. In the nine-month period ended on September 30, 2020, the Company recognized total losses of R$542,678 related to derivatives operations in the statement of operations (R$60,027 in the nine-month period ended on September 30, 2019).

 

35.3.2.Interest Rate

 

The Company is mainly exposed to lease transactions indexed to changes in the Libor rate until the aircraft is received. To mitigate such risks, the Company can use derivative financial instruments. In the nine-month period ended on September 30, 2020, the Company recognized a total loss with interest hedge transactions in the amount of R$6,268 (R$12,112 in the nine-month period ended on September 30, 2019).

 

35.3.3.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. In the nine-month period ended on September 30, 2020, the Company recognized a total gain with exchange rate hedge transactions in the amount of R$18,300 (R$1,793 in the nine-month period ended on September 30, 2019).

67 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

The Company’s foreign currency exposure is summarized below:

 

  Parent Company Consolidated
  September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019
Assets        
Cash, Short-Term Investments and Restricted Cash 8,394 647,671 209,361 1,035,802
Trade Receivables -    - 115,117 202,363
Taxes to Recover -    - 13,608 5,312
Deposits 71,449 51,056 1,580,730 1,126,609
Rights from Derivative Transactions 44,079 143,969 50,055 147,469
Total Assets 123,922 842,696 1,968,871 2,517,555
         
Liabilities        
Loans and Financing (7,751,066) (6,595,140) (9,388,036) (7,831,116)
Suppliers (19,435) (3,164) (677,903) (462,636)
Provision for Aircraft and Engine Return - - (1,298,420) (869,078)
Obligations with Derivative Transactions - - (100,962) (20,350)
Operating Leases - - (7,935,998) (6,007,973)
Total Liabilities (7,770,501) (6,598,304) (19,401,319) (15,191,153)
         
Exchange Rate Exposure Liabilities (7,646,579) (5,755,608) (17,432,448) (12,673,598)
         
Commitments Not Recorded in the Statements of Financial Position        
Future Obligations Resulting from Firm Aircraft Orders (25,091,118) (65,779,883) (25,091,118) (65,779,883)
Total (25,091,118) (65,779,883) (25,091,118) (65,779,883)
         
Total Exchange Rate Exposure R$ (32,737,697) (71,535,491) (42,523,566) (78,453,481)
Total Exchange Rate Exposure - US$ (5,803,836)  (17,747,659) (7,538,704) (19,463,984)
Exchange Rate (R$/US$) 5.6407 4.0307 5.6407 4.0307

 

The Company is mainly exposed to the exchange rate change of the U.S. dollar.

 

35.3.4.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.

 

The Company recognized a total expense for capped call operations in the amount of R$99,890, comprising R$121,745 of changes in fair value, net of R$21,855 of exchange rate change, for the nine-month period ended on September 30, 2020 (R$41,582 of changes in fair value on September 30, 2019).

 

35.4.Credit Risk

 

The credit risk is inherent in the Company’s operating and financing activities, mainly in cash and cash equivalents, short-term investments and trade receivables. Financial assets classified as cash, cash equivalents, and short-term investments are deposited with counterparties rated investment grade or higher by S&P or Moody's (between AAA and AA-),

68 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

pursuant to risk management policies.

 

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.

 

35.5.Liquidity Risk

 

The schedules of financial liabilities held by the Company's consolidated financial liabilities on September 30, 2020 and December 31, 2019 are as follows:

  Parent Company
  Less than
6 months
6 to 12 months 1 to 5 years More than
5 years
Total
Loans and Financing 211,255 211,255 7,630,518 1,190,938 9,243,966
Suppliers 34,597 - - - 34,597
Obligations to Related Parties 9,509 - - - 9,509
Other Liabilities - 23,394 - 23,394
On September 30, 2020 255,361 211,255 7,653,912 1,190,938 9,311,466
           
Loans and Financing  200,598 1,413,645 6,587,415 1,923,019 10,124,677
Suppliers  19,116  -   -   -   19,116
Obligations to Related Parties 163,350 - - - 163,350
Other Liabilities - - 23,501 - 23,501
On December 31, 2019 383,064 1,413,645 6,610,916 1,923,019 10,330,644

 

  Consolidated
  Less than
6 months
6 to 12 months 1 to 5 years More than
5 years
Total
Loans and Financing 1,803,789 484,651 8,366,671 1,225,461 11,880,572
Leases Payable 1.172.978 934.823 5.389.711 967.404 8.464.916
Suppliers 1,634,527 - 44,749 - 1,679,276
Suppliers - Forfaiting 52,120 - - - 52,120
Landing Fees 780,426 - - - 780,426
Obligations with Derivative Transactions 100,962 - - - 100,962
Other Liabilities 256,729 - 29,554 - 286,283
On September 30, 2020 5.801.531 1.419.474 13.830.685 2.192.865 23.244.555
           
Loans and Financing 1,112,414 1,724,940 7,519,263 1,890,448 12,247,065
Leases to Pay 1,257,430 1,018,266 5,862,268  967,404 9,105,368
Suppliers 1,286,264  -   10,142  -  1,296,406
Suppliers - Forfaiting  554,467  -   -   -   554,467
Landing Fees 728,339 - - - 728,339 
Obligations with Derivative Transactions  9,080  -   11,270  -   20,350
Other Liabilities 128,744  -   35,965  -  164,709
On December 31, 2019 5,076,738 2,743,206 13,438,908 2,857,852 24,116,704

 

69 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

35.6.Sensitivity Analysis of Financial Instruments

 

35.6.1.Foreign Currency Risk

 

On September 30, 2020, the Company considered the closing exchange rate of R$5.6407/US$1.00 as the likely scenario. The table below shows the sensitivity analysis and the effect on Income (Expenses) of exchange rate fluctuations in the exposure on September 30, 2020:

 

    Parent Company Consolidated
  Exchange Rate Effect on Income (Expenses) Effect on Income (Expenses)
Net Liabilities Exposed to the Risk of Appreciation of the U.S. dollar 5.6407 7,646,579 17,432,448
Dollar Depreciation (-50%) 2.8204 3,823,290 8,716,224
Dollar Depreciation (-25%) 4.2305 1,911,645 4,358,112
Dollar Appreciation (+25%) 7.0509 (1,911,645) (4,358,112)
Dollar Appreciation (+50%) 8.4611 (3,823,290) (8,716,224)

 

35.6.2.Fuel Risk Factor

 

On September 30, 2020, the Company, through its subsidiary GLA, has oil derivative contracts for protection equivalent to 56% of 12-month consumption, and 43% of 24-month consumption. The probable scenarios used by the Company are the market curves at the close of September 30, 2020, for derivatives that hedge the fuel price risk. The table below shows the sensitivity analysis in U.S. dollars of the fluctuations in jet fuel barrel prices:

   
  Fuel
  US$/bbl (WTI) R$ (000)
Barrel Price 39.60  
Decline in Prices/Barrel (-50%) 19.80 (356,630)
Decline in Prices/Barrel (-25%) 29.70 (236,980)
Increase in Prices/Barrel (+25%) 49.50 155,265
Increase in Prices/Barrel (+50%) 59.40 515,475

 

35.6.3.Interest Rate Risk Factor

 

On September 30, 2020, the Company held financial investments and debts 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, 2020 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:

 

  Short-Term Investments Net of Financial Debt (a)
Risk CDI Rate Drop Libor Rate Increase
Reference Rates 1.90% 0.08%
Exposure Amount (Probable Scenario) (b) (140,114) 1,756,502
Remote Favorable Scenario (-50%) (1,524) (686)
Possible Favorable Scenario (-25%) (762) (343)
Possible Adverse Scenario (+25%) 762 343
Remote Adverse Scenario (+50%) 1,524 686
(a)Refers to the sum of the amounts invested and raised in the financial market and indexed to the CDI and Libor rates.
(b)Book balances recorded on September 30, 2020.

 

35.7.Capital Management

 

The Company seeks alternatives to capital in order to meet its operational needs, aiming a

70 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

capital structure that takes into account suitable parameters for the financial costs, the maturities of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net debt, including short and long-term debt. The following table shows the financial leverage:

 

  Consolidated
  September 30, 2020 December 31, 2019
     
Total Loans and Financing (10,283,718) (8,409,841)
Total Leases Payable (7,983,384) (6,052,780)
 (-) Cash and Cash Equivalents 498,754 1,645,425
 (-) Short-Term Investments 399,624 953,762
Net Debt (17,368,724) (11,863,434)

 

36.Non-Cash Transactions

 

  Parent Company
  September 30, 2020 September 30, 2019
Initial adoption – IFRS 16 (investments / accumulated losses) - 2.436.334
Interest on shareholder’s equity to be distributed, net of taxes (investments) - 8.338
Share-Based Payment (Investments/Share-Based Payment) 16,984 -
Unrealized Income (Expenses) of Derivatives (Investments/Equity Valuation Adjustment) (1,122,172) -
Actuarial Losses from Post-Employment Benefits 27,287 -

 

  Consolidated
  September 30, 2020 September 30, 2019
Initial adoption – IFRS 16 - 2.436.334
Interest on shareholder’s equity to be distributed, net of taxes - (7.512)
Actuarial Losses from Post-Employment Benefits 27,287 -
Leaseback (Fixed Assets/Leases) (35,316) -
Forfaiting (Forfaiting/Loans) (359,337) -
Acquisition of Property, Plant & Equipment Through Financing (Property, Plant & Equipment / Loans And Financing) 25,974 130,787
Guarantee Deposits (Deposits / Leases Payable) (18,920) (476)
Maintenance Reserve (Deposits / Leases Payable)   (4,888)
Maintenance Reserve (Deposits / Property, Plant & Equipment) 42.463  
Right of Use of Flight Equipment (Property, Plant & Equipment / Leases Payable) 131,014 630,858
Financial Lease Agreement Renegotiation (Property, Plant & Equipment / Leases Payable) (115,692) -
Unrealized Income (Expenses) of Derivatives (Derivative Rights/Equity Valuation Adjustment) 824,551 -

71 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

37.Liabilities from Financing Activities

 

The changes in liabilities from the Company’s financing activities in the periods ended on September 30, 2020 and 2019 are as follows:

 

37.1.Parent Company
  September 30, 2020
        Adjustment to Profit  
  Opening Balance Net Cash Flows (Used in) from Financing Activities Net Cash Flows from Operating Activities Exchange Rate Changes, Net Provision for Interest and Cost Amortization Unrealized Income (Expenses) on Derivatives Closing Balance
Loans and Financing 6,595,140 (764,054) (465,842) 2,449,317 449,381 (512,876) 7,751,066

 

        September 30, 2019          
        Non-Cash Transactions   Adjustment to Profit  
‘  Opening Balance Net Cash Flows (Used in) from Financing Activities Net Cash Flows from Operating Activities Capital Increase   Exchange Rate Changes, Net Provision for Interest and Cost Amortization Unrealized Income (Expenses) on Derivatives Closing Balance
Loans and Financing 4,659,102 1,587,259 (319,223) -   472,992 324,984 (151,169) 6,573,945
Share Capital 3,055,940 2,583 - 2,818   - - - 3,061,341
Capital Reserves 88,476 9,134 - -   - - - 97,610
Shares to Issue 2,818 28,343 - (2,818)   - - - 28,343

 

72 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

 

37.2.Consolidated

 

        September 30, 2020
          Non-Cash Transactions     Adjustment to Profit  
  Opening Balance Net Cash Flows (Used in) from Financing Activities Net Cash Flows from Operating Activities Property, plant and equipment acquisition through financing Forfaiting Gains (Losses) Recognized in Equity Valuation Adjustments Deposit in Guarantee Write-Offs   Exchange Rate Changes, Net Provision for Interest and Cost Amortization Contractual Amendment Unrealized Income (Expenses) on Derivatives Closing Balance
Loans and Financing 8,409,841 (944,306) (541,766) 25,974 359,337 - - -   2,945,766 541,748 - (512,876) 10,283,718
Leases Payable 6,052,780 (755,208) (4,592) 131,014 - - (18,920) (150,044)   2.309.877 533.888 (115.411) - 7.983.384
Derivatives (127,119) 21,800 (749,915) - - 824,551 - -   (21,855) - - 103,445 50,907
                             

 

  September 30, 2019
            Dividends and Interest on Shareholders’ Equity paid through Subsidiary Smiles Non-Cash Transactions   Adjustment to Profit    
  Opening Balance Net Cash Flows (Used in) from Financing Activities Net Cash Flows from Operating Activities Gains on Change in Equity Interest Capital Increase Initial Adoption Adjustment – CPC 06 (R2) Provision Property, Plant & Equipment   Profit for the Period Provision for Interests Exchange Rate Change, Net Unrealized Income (Expenses) on Derivatives Others Closing Balance
Loans and Financing 6,443,807 1,302,545 (378,072) - - - - 130,787   - 390,643 557,493 (151,169) - 8,296,034
Leases to Pay 912,145 (1,223,685) (21,135) - - - 5,370,868 630,858   - 377,323 446,397 - (274,717) 6,218,054
Derivatives 409,662 - - - - - - -   - - - 153,615 (323,907) 239,370
Other Liabilities 147,239 - - - - (66,015) - -   - - - - (20,409) 60,815
Share Capital 3,055,940 - - - 5,401 - - -   - - - - - 3,061,341
Capital Reserves 88,476 9,134 - - - - - -   - - - - - 97,610
Shares to Issue 2,818 28,343 - - (2,818) - - -   - - - - - 28,343
Non-Controlling Interests 480,061 - - 649 - (143,136) (256) -   212,244 - - - 1,110 550,672
                               

 

 

 

 

 

73 

 

Notes on the Parent Company and Consolidated Quarterly Information (ITR)

September 30, 2020

(In thousands of Brazilian Reais - R$, except when otherwise indicated)

 

38.Insurance Coverage

 

On September 30, 2020, the most relevant insurance coverage, by nature, considering the aircraft fleet in relation to the maximum reimbursable amounts indicated in U.S. dollars, together with the insurance coverage of the subsidiary Smiles, are as follows:

 

 

In thousands of

Reais

In thousands of U.S. dollars
GLA    
Guarantee - Hull/War 479,460 85,000
Civil Liability per Event/Aircraft (a) 4,230,525 750,000
Inventories (Local) (b) 1,410,175 250,000
Smiles    
Rent Guarantee (Cond. Rio Negro - Alphaville) 1,318 -
D&O Liability Insurance 100,000 -
Fire (Property Insurance Cond. Rio Negro - Alphaville) 12,747 -

 

(a)In accordance with the agreed amount for each aircraft up to the maximum limit indicated.
  (b) Values per incident and annual aggregate.

 

Pursuant to Law 10744 of October 9, 2003, the Brazilian government assumed the commitment to complement any civil-liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which GLA may be required to pay, for amounts exceeding the limit of the insurance policies effective since September 10, 2001, limited to the amount in Brazilian Reais equivalent to US$1.0 billion.

 

 

74 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: October 30, 2020

 

GOL LINHAS AÉREAS INTELIGENTES S.A.
   
   
By: /s/ Richard F. Lark, Jr. 
 

Name: Richard F. Lark, Jr.

Title:   Investor Relations Officer

 

 

FORWARD-LOOKING STATEMENTS

 

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