6-K/A 1 gol20210727_6k.htm GOL20210727_6K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

 

FORM 6-K/A

 

REPORT OF FOREIGN ISSUER 
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2021

(Commission File No. 001-32221)


 

 

GOL LINHAS AÉREAS INTELIGENTES S.A.

(Exact name of registrant as specified in its charter)

 

GOL INTELLIGENT AIRLINES INC.

(Translation of registrant’s name into English)

 


 

 

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

(Address of registrant’s principal executive offices)


 

 

Indicate by check mark whether the registrant files or will file 
annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F ______

Indicate by check mark whether the registrant by furnishing the 
information contained in this Form is also thereby furnishing the 
information to the Commission pursuant to Rule 12g3-2(b) under 
the Securities Exchange Act of 1934. 

Yes ______ No ___X___

 

 
 

 

 

 

 

 

 

 

Unaudited Interim Condensed

Consolidated Financial Statements

 

GOL Linhas Aéreas Inteligentes S.A.

June 30, 2021

 

 

 

 

 

 
 

 

Gol Linhas Aéreas Inteligentes S.A.

 

Unaudited interim condensed consolidated financial statements

June 30, 2021

 

 

 

 

Contents

 

Consolidated statements of financial position 3

Consolidated statements of operations

5

Consolidated statements of comprehensive income (loss) 6

Consolidated statements of changes in equity

7

Consolidated statements of cash flows

8

Notes to the unaudited interim condensed consolidated financial statements 10

 

 

 
 

 

Consolidated statements of financial position

June 30, 2021 and December 31, 2020

(In thousands of Reais - R$)

 

 

 

 

 

      Statements of financial position

Assets Note June 30, 2021 December 31, 2020
       
Current assets      
Cash and cash equivalents 6 760,269 662,830
Short-term investments 7 22,838 628,343
Restricted cash 8 269,131 355,769
Trade receivables 9 717,408 739,699
Inventories 10 212,814 195,638
Advance to suppliers and third parties 11 198,813 318,769
Recoverable taxes 12 265,357 186,955
Derivative assets 33.2 - 12,526
Other credits and amounts   123,531 144,822
Total current assets   2,570,161 3,245,351
       
Non-current assets      
Short-term investments 7 168 992
Restricted cash 8 44,684 188,838
Deposits 14 1,856,128 2,058,455
Advance to suppliers and third parties 11 97,417 89,701
Recoverable taxes 12 114,120 318,404
Deferred taxes 13 53,772 53,563
Other credits and amounts   31,889 34,338
Derivative assets 33.2 63,574 116,283
Investments   - 815
Property, plant and equipment 15 4,979,649 4,960,288
Intangible assets 16 1,757,598 1,747,108
Total non-current assets   8,998,999 9,568,785
       
Total   11,569,160 12,814,136

 

  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


3 
 

 

Consolidated statements of financial position

June 30, 2021 and December 31, 2020

(In thousands of Reais - R$)

 

 

Liabilities and equity (deficit) Note June 30, 2021 December 31, 2020
       
Current liabilities      
Loans and financing 17 1,773,004 2,353,279
Leases 18 1,864,831 1,317,008
Suppliers 19 1,562,946 1,612,536
Salaries, wages and benefits   351,203 334,670
Taxes payable 20 61,279 73,614
Landing fees   937,371 907,958
Advance ticket sales 21 1,999,013 2,050,799
Mileage program 22 1,280,022 1,258,502
Advances from customers   54,878 27,897
Provisions 23 252,046 169,381
Derivatives liabilities 32.2 - 5,297
Other liabilities   381,582 287,275
Total current liabilities   10,518,175 10,398,216
       
Non-current liabilities      
Loans and financing 17 8,521,006 7,623,687
Leases 18 5,831,098 6,267,184
Suppliers 19 10,234 32,658
Salaries, wages and benefits   30,239 -
Taxes payable 20 28,039 32,362
Mileage program 22 344,760 322,460
Provisions 23 1,363,988 1,353,515
Deferred taxes 13 206,695 219,634
Derivatives liabilities 32.2 - -
Other liabilities   461,226 331,479
Total non-current liabilities   16,797,285 16,182,979
       
Equity (deficit)      
Capital stock 24.1 4,039,336  3,009,436
Advances for future capital increase   2,088 1,180
Treasury shares 24.2 (41,514) (62,215)
Capital reserves   195,680 207,246
Equity valuation adjustments   (1,071,030) (577,369)
Accumulated losses   (18,870,860) (16,985,370)
Deficit attributable to equity holders of the parent company   (15,746,300) (14,407,092)
       
Non-controlling interest (NCI)   - 640,033
Total deficit   (15,746,300) (13,767,059)
       
Total liabilities and deficit   11,569,160 12,814,136

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.


4 
 

Consolidated statements of operations

 

Consolidated statements of operations

Three-month and six-month periods ended June 30, 2021 and 2020

(In thousands of Reais - R$, except Basic and Diluted loss per share)

 

 

    Three-month period ended Six-month period ended
  Note  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Revenue          
Passenger   887,574 243,303 2,303,852 3,184,636
Mileage program, cargo and other   140,798 114,545 292,147 320,939
Total revenue 28 1,028,372 357,848 2.595,999 3,505,575
           
Salaries, wages and benefits   (469,999) (241,140) (934,431) (836,363)
Aircraft fuel   (376,187) (135,785) (942,315) (1,136,923)
Landing fees   (69,689) (20,331) (183,754) (222,073)
Aircraft, traffic and mileage servicing   (192,379) (140,752) (379,481) (314,720)
Passenger service expenses   (118,574) (27,183) (226,590) (203,224)
Sales and marketing   (58,489) (43,030) (124,850) (161,042)
Maintenance, materials and repairs   (87,965) (73,746) (241,331) (218,067)
Depreciation and amortization   (298,339) (490,545) (634,638) (1,018,581)
Other income (expenses), net   (167,000) (82,936) (261,362) 733,239
Total operating costs and expenses   (1,838,621) (1,255,448) (3,928,752) (3,377,754)
           
Income (loss) before financial results, exchange rate variation, net and income tax and social contribution   (810,249) (897,600) (1,332,753) 127,821
           
Financial income (expenses)          
Financial income   20,231 196,401 163,651 894,647
Financial expenses   (478,857) (722,757) (1,047,355) (1,721,213)
Total financial income (expenses) 29 (458,626) (526,356) (883,704) (826,566)
           
Loss before exchange rate variation, net and income tax and social contribution   (1,268,875) (1,423,956) (2.216.457) (698,745)
           
Exchange rate variation, net 29 1,938,545 (570,024) 401,305 (3,513,428)
           
Income (Loss) before income tax and social contribution   669,670 (1,993,980) (1,815,152) (4,212,173)
           
Income tax and social contribution          
Current   (16,757) (11,580) (45,588) (35,853)
Deferred   5,122 8,479 12,984 (10,664)
Total income (loss) taxes 13 (11,635) (3,101) (32,604) (46,517)
           
Income (Loss) for the period   658,035 (1,997,081) (1,847,756) (4,258,690)
           
Income (Loss) attributable to:          
Equity holders of the parent company   642,913 (1,996,913) (1,885,490) (4,285,182)
Non-controlling interest shareholders   15,122 (168) 37,734 26,492
           
Basic income (loss) per share 25        
Per common share   0.050 (0.169) (0,149) (0.362)
Per preferred share   1.768 (7.222) (5.253) (12.688)
           
Diluted income (loss) per share 25        
Per common share   0.050 (0.169) (0.149) (0.362)
Per preferred share   1.765 (7.222) (5.253) (12.688)
           

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

5 
 

Statement of comprehensive income

 

Consolidated statements of comprehensive income (loss)

Three-month and six-month periods ended June 30, 2021 and 2020

(In thousands of Reais - R$)

 

 

  Three-month period ended Six-month period ended
  June 30, 2021 June 30, 2020 June 30, 2020 June 30, 2020
         
Net income (loss) for the period 658,035 (1,997,081) (1,847,756) (4,258,690)
         
Other comprehensive (loss) income – items that are or may be reclassified subsequently to profit or loss        
         
Cash flow hedge, net of income tax and social contribution 319,060 (1,060) 415,782 (1,078,349)
Actuarial losses from pension plans and post-employment benefits - 27,287 - 27,287
Cumulative adjustment of conversion into subsidiaries 780 (275)              808 (275)
  319,840 25,952     416,590 (1,051,337)
         
Total comprehensive income (loss) for the period 977,875 (1,971,129) (1,431,166) (5,310,027)
         
Comprehensive income (loss) attributable to:        
Equity holders of the parent company 962,494 (1,970,961) (1,469,171) (5,336,519)
Non-controlling interest shareholders 15,381 (168) 38,005 26,492

 

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

6 
 

 

Consolidated statements of changes in equity

Three-month period ended June 30, 2021 and 2020

(In thousands of Reais - R$)

 

 

        Capital reserves Equity valuation adjustments        
  Capital stock Advances for future capital increase Treasury shares

Premium

on transfer

of shares

Special premium reserve of subsidiary

Share-

based

payments

Cash flow hedge reserve Post-employment benefits Cumulative adjustment of conversion into subsidiaries Effects from changes in the equity investments Accumulated losses Deficit attributable to equity holders of the parent company

Non-controlling interests

 

Total
Balances as of 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 (loss), net - - - - - - (1,078,349) 27,287 (275) - - (1,051,337) (278) (1,051,615)
Net income (loss) for the period - - - - - - - -   - (4,285,182) (4,285,182) 26,492 (4,258,690)
Total comprehensive income (loss) for the period - - - - - - (1,078,349) 27,287 (275) - (4,285,182) (5,336,519) 26,214 (5,310,305)
Capital increase by stock options period 727 (727) - - - - - - - - - - - -
Advance for future capital increase - 278 - - - - - - - - - 278 - 278
Transfer of treasury shares - - 40,007 - - (40,007) - - - - - - - -
Effects of the change in interest in investment - - - - 548 - - - - - (690) (142) - (142)
Stock options - - - - - 10,405 - - - - - 10,405 328 10,733
Balances as of June 30, 2020 3,008,905 135 (62,536) 17,497 83,777 94,948 (1,608,392) (13,758) (275) 759,335 (15,282,285) (13,002,649) 597,796 (12,404,853)
                             
                             
Balances as of December 31, 2020 3,009,436 1,180 (62,215) 17,497 83,229 106,520 (1.311,076) (26,669) 564 759,812 (16,985,370) (14,407,092) 640,033 (13,767,059)
Other comprehensive income (loss), net - - - - - - 415,782 - 537 - - 416,319 271 416,590
Net income (loss) for the period - - - - - - - - - - (1,885,490) (1,885,490) 37,734 (1,847,756)
Total comprehensive income (loss) for the period - - - - - - 415,782 - 537 - (1,885,490) (1,469,171) 38,005 (1,431,166)
Stock options - - - - - 8,547 - - - - - 8,547 263 8,810
Capital increase by exercising stock option - 908 - - - - - - - - - 908 - 908
Interim dividends distributed by the subsidiary Smiles - - - - - - - - - - - - (236,992) (236,992)
Sale of treasury shares - - 867 (279) - - - - - - - 588 - 588
Transfer of treasury shares - - 19,834 (6,198) - (13,636) - - - - - - - -
Acquisition of interest from non-controlling shareholders 606,839 - - 744,450 - - - - - (909,980) - 441,309 (441,309) -
Redemption of preferred shares - - - (744,450) - - - - - - - (744,450) - (744,450)
Capital increase 423,061 - - - - - - - - - - 423,061 - 423,061
Balances as of June 30, 2021 4,039,336 2,088 (41,514) 11,020 83,229 101,431 (895,294) (26,669) 1,101 (150,168) (18,870,860) (15,746,300) - (15,746,300)
                               

 

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

7 
 

 

Consolidated statements of cash flows

Three-month period ended June 30, 2021 and 2020

(In thousands of Reais - R$)

 

 

  June 30, 2021  June 30, 2020
     
Net income (loss) for the period (1,847,756) (4,258,690)
Adjustments to reconcile net income (loss) to net cash flows from operating activities    
Depreciation - aeronautical ROU 280,221 452,342
Depreciation and amortization - others 354,417 566,239
Provision (reversal) for expected credit losses (1,081) 1,440
Provision for legal proceedings 154,604 113,569
Provision for inventory obsolescence 54 73
Provision for losses on advance of suppliers (4,640) -
Recovery of one-off credits (57,422) (126,675)
Adjustment to present value of assets and liabilities 36,529 27,443
Deferred taxes (12,984) 10,664
Share-based payments 8,810 10,405
Sale-leaseback gains  - (112,591)
Actuarial losses from post-employment benefits 8,707 6,005
Foreign exchange and monetary variation, net (398,198) 3,439,014
Interest on loans and financing and leases 898,511 660,101
Provision for aircraft and engine return 157,892 81,227
Provision for maintenance deposit and reserve 176,363 75,276
Result of derivatives recognized in profit or loss 80,357 690,643
Unrealized hedge results – Exchangeable Senior Notes (124,954) (409,136)
Change in contractual term of leases  - -
Provision for labor obligations 94,490 53,091
Disposals of property, plant and equipment and intangible assets 1,583 33,489
Other provisions (2,240) 45,579
Adjusted net income (196,737) 1,359,508
     
Changes in operating assets and liabilities:    
Trade receivables  20,192 705,431
Short-term investments  15,987 121,002
Inventories  (17,230) (19,029)
Advance to suppliers and third parties  116,881 (69,469)
Deposits  (35,040) (189,850)
Recoverable taxes  183,304 (3,651)
Variable and short-term leases  17,794 -
Suppliers  (48,721) 215,317
Suppliers – forfaiting  -    (152,162)
Advance from ticket sales  (51,786) (383,879)
Mileage program  43,820 353,313
Advances from customers  26,981 (2,401)
Salaries, wages and benefits  (47,718) (96,675)
Landing fees  29,413 (39,134)
Taxes obligation  23,814 2,236
Derivatives  133,331 (545,300)
Payments for lawsuits and aircraft return (237,982) (103,964)
Other assets and liabilities, net 270,934 (51,676)
Interest paid (378,944) (281,153)
Income tax and social contribution paid (40,472) (29,176)
Net cash flows from operating activities (172,179) 789,288

 

 

 

 

 

8 
 

 

Consolidated statements of cash flows

Three-month period ended June 30, 2021 and 2020

(In thousands of Reais - R$)

 

 

  June 30, 2021 June 30, 2020
     
Short-term investments, net 606,115 (483,112)
Restricted cash 32,522 (529,874)
Advances for property, plant and equipment acquisition, net (29,377) (56,782)
Acquisition of property, plant and equipment (104,276) (450,142)
Return of advances for the acquisition of fixed assets 11,590 136,962
Acquisition of intangible assets (51,877) (32,366)
Net cash flows used in investing activities 464,697 (1,415,314)
     
Loans and financing issued, net of costs 1,512,521 449,062
Loans and financing payments (572,792) (699,748)
Payments of lease liabilities - aeronautical (515,891) (517,795)
Payments of lease liabilities - others (9,007) (10,107)
Receipt of derivative premium - 21,800
Sale of treasury shares 588 -
Acquisition of interest from non-controlling shareholders (744,450) -
Dividends and interest on shareholders’ equity paid to non-controlling interests (260,131) (14,811)
Capital increase by shareholders 423,061 -
Shares to be issued 908 278
Net cash flows used in financing activities (165,193) (771,321)
     
Foreign exchange variation on cash held in foreign currencies (29,886) 167,814
     
Decrease in cash and cash equivalents 97,439 (1,229,533)
     
Cash and cash equivalents at the beginning of the year 662,830 1,645,425
Cash and cash equivalents at the end of the period 760,269 415,892

 

The transactions that don’t affect cash and cash equivalents are presented in Note 33 of these unaudited interim condensed consolidated financial statements.

 

 

 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

9 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

  

 

1.

Operating context

 

Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GOL”) is a limited liability company incorporated on March 12, 2004 under Brazilian laws. The Company’s bylaws states that the corporate purpose is exercising the equity control of GOL Linhas Aéreas S.A. (“GLA”), which explores regular and non-regular flight transportation services of passengers, cargo and mailbags, domestically or internationally; development of loyalty programs; among others.

 

The Company’s shares are traded on B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and on the New York Stock Exchange (“NYSE”) under the ticker GOLL4 and GOL, respectively. The Company adopts B3’s Special Corporate Governance Practices Level 2 and is part of the Special Corporate Governance (“IGC”) and Special Tag Along (“ITAG”) indexes, created to distinguish companies that commit to special corporate governance practices.

 

The Company’s official headquarters are located at Praça Comandante Linneu Gomes, s/n, portaria 3, prédio 24, Jardim Aeroporto, São Paulo, Brazil.

 

1.1.Measures taken by Management regarding Covid-19 and the gradual resumption of demand

 

The pandemic triggered by Covid-19 continues to significantly impact the Global economic activity in fiscal year 2021. In Brazil, the recent increase in the number of cases and deaths, linked to the discovery continues to be impacted by the pandemic triggered by Covid-19, mainly due to the uncertainties related to the emergence of new variants, caused state and municipal authorities to expand restrictive measures on circulation and restrict the operation of non-essential activities. Evolution in the cases’ number and occupation in the hospital network, which directly affects the demand for air tickets in the leisure and corporate markets.

 

The second quarter of 2021, historically a period of low season for the airline industry, proved to be a turning point for demand recovery after a strong impact caused by the second wave of Covid-19, considering the increase in sales and search for flights on search platforms, mainly resulting from the intensification in the pace of vaccination observed in the country, which currently has an average of more than 1.5 million vaccines administered per day and more than 45% of the population having already received the first dose.

 

GOL's operations reflected an increase in the volume of flights of 78% from 165 daily flights operated in in the first half of April to 295 at the second half of June 2021. The daily sales volume also reflected an increase from R$7 million per day to R$17 million per day in the same period. Since the beginning of the pandemic, GOL, through the readjustment of its air network, has maintained a consistent occupancy rate at a level close to 80%. The flexible business model based on a single type of fleet is essential to keep up with reductions of more than 90% in passenger demand observed during lockdown periods and the installation of sanitary barriers.

 

The Company, through its Executive Committee, which is entirely formed by the management board members, works promptly to support society, monitor demand, and define financial and operational strategies.

 

In this second quarter of 2021, GOL also completed important initiatives to strengthen its capital structure, such as: (i) acquisition of non-controlling shareholders in Smiles; (ii) issue (retap) of an additional Senior Secured Notes of US$300 million; (iii) capital increase of R$423 million, led by the Company's controlling shareholders and with participation in the subscription by minority shareholders and; (iv) full payment of the remaining balance of its principal amortizable debt, guaranteed financing, in the amount of R$410 million in principal and interest, with the release of assets in guarantee. The completion of these operations will provide better financial flexibility for the Company and sustain its liquidity through the resumption of the volume of its operations for the second half of 2021.

 

10 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

In 2021, Gol maintains the initiative to transport Covid-19 vaccines for free – with GOLLOG – and health professionals who work directly in the fight against the pandemic, besides crediting 1,000 Smiles miles to each GOL segment flown at no cost. There are also active and strict protocols for aircraft hygiene and safety and health, together with actions to reduce human contact throughout the entire chain.

 

The Management works continuously towards people’s health and integrity, managing the cash and has enough funds to meet financial obligations in the next twelve months. However, the scenario remains challenging due to uncertainties on the pandemic, recovery of the Brazilian economy, and demand in the airline industry.

 

Following WHO guidelines to the letter, the Company is currently working with its ecosystem to help advance the vaccination calendar, which should lead to the resumption of economic activity, as seen in initial forecasts in countries with advanced immunization.

 

1.1.1Impacts on the unaudited interim condensed consolidated financial statements

 

As already mentioned, the impacts caused by the pandemic were immediate and severe to the Company, with the main consequence being the reduction in the operational network, in response to the drop in demand, which can be verified by the decrease in net revenue and reduction in the Company's margins.

 

Like all other business organizations, the Company cannot foresee the duration of the pandemic and the extent of the continuous impacts caused by it on future business, results, and cash generation. For this reason, when preparing this quarterly information, the Management considered the most recent forecasts available, duly reflected in the Company’s business plans. In the period ended on June 30, 2021, no adjustment was needed regarding impairments on the Company’s Recoverable taxes, Deferred tax assets, Property, plant & equipment, and Intangible assets.

 

1.2.Capital structure and net working capital

 

The net working capital consolidated on June 30, 2021, is negative by R$7,948,014 (negative by R$7,152,865 on December 31, 2020). The variation is mainly due to financial investments in the amount of R$605,505, and a higher balance of leases payable totaling R$547,823, due to the liquidity management and the drop in operations from the economic crisis caused by the pandemic, partially offset by the rebalancing of debts, which resulted in a reduction of R$580,275 in the balance of short-term loans and financing. Of the negative net working capital as of June 30, 2021, R$3,279,035 refers to advances from ticket sales and the mileage program, (R$3,309,301 on December 31, 2020), which are expected to be substantially recognized with the Company’s services.

 

On June 30, 2021, the Company also had a deficit attributable to equity holders of the parent company of R$15,746,300 (R$14,407,092 on December 31, 2020). The variation observed is mainly due to the pandemic’s impacts on the Company’s operations, with a loss of R$1,885,490 attributable to the controlling shareholders in the six-month period ended June 30, 2021. This impact was partially offset by the capital increase promoted by the Company's shareholders in the amount of R$423,061.

 

11 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

The operations of the Company are sensitive to changes in the economic scenario and to the volatility of the Real, given that around 95.4% of its indebtedness (loans and financing and leases) are exposed to the U.S. dollar (“US$”) and 35.2% of its costs are also pegged to the U.S. currency, and its ability to adjust the price of fees charged from its customers to recapture the change of the US$ depends on the rational (offer) capacity and behavior of competitors.

 

Over the past four years, Management has taken a series of measures to adapt the size of its fleet to demand, matching the supply of seats with the level of demand, thus promoting the maintenance of high occupancy rates, reducing costs and adapting the capital structure, as well as, executing structuring initiatives of its balance sheet, largely completed in the second quarter of 2021 and that will provide better financial flexibility as of the second half of 2021.

 

With the outbreak of the pandemic, which led to an unprecedented economic crisis, Management reorganized the Company’s businesses. By continuously monitoring Covid-19’s impacts on economic activity, the Company works promptly to ensure business sustainability, considering the market’s management and the Company’s financial position.

 

In addition to the continuous monitoring of operations and sales, with a focus on economic balance, given the uncertain scenario, Management monitors possible measures to rebalance net working capital for the second half of 2021. Such measures, in case adopted, will have the purpose of optimizing the capital structure, and the definition will be based on a detailed assessment of the economic situation and perspectives of that particular moment.

 

Our unaudited interim condensed consolidated financial statements have been prepared on the assumption of the Company as a going concern, which includes the continuity of operations, realization of assets and compliance with liabilities and commitments in the usual course of business, in conformity with the business plan prepared by Management, reviewed and approved by the Board of Directors.

 

Although there is still a substantial uncertainty about how long it will take the airline industry to recover, and that leads to material uncertainty on our ability to continue as a going concern, the unaudited interim condensed consolidated financial statements as of June 30, 2021, don’t include any adjustment that may result from inability to continue operating.

 

12 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

1.3.Corporate structure

 

The corporate structure of the Company and its subsidiaries, on June 30, 2021, is shown below:

 

 

The Company’s equity interest in the capital of its subsidiaries, on June 30, 2021, is shown below:

 

Entity Date of incorporation Location

Principal

activity

Type of control % of interest in the capital stock
in the capital stock
June 30, 2021 December 31, 2020
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
GTX February 8, 2021 Brazil Equity investments Indirect 100.00 -
Smiles Fidelidade August 1, 2011 Brazil Loyalty program Direct 52.60 52.60
Smiles Viagens August 10, 2017 Brazil Tourism agency Indirect 52.60 52.60
Smiles Fidelidade Argentina (a) November 7, 2018 Argentina Loyalty program Indirect 52.60 52.60
Smiles Viagens Argentina (a) November 20, 2018 Argentina Tourism agency Indirect 52.60 52.60
Fundo Sorriso July 14, 2014 Brazil Investment fund Indirect 52.60 52.60
  Companies in Shareholding:
SCP Trip (b) April 27, 2012 Brazil On-board magazine - - 60.00

 

(a)Companies with functional currency in Argentine pesos (ARS).
(b)GLA has cancelled its investment in SCP Trip in February, 2021.
(c)In May, 2021, GOL transfered direct control (52.60% of the capital) of Smiles Fidelidade to its subsidiary GLA. In June, 2021, the Company completes the corporate transaction for the acquisition of minority interest, see note 1.4

 

13 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

The subsidiaries GAC Inc., GOL Finance and GOL Finance Inc. are entities incorporated with the specific purpose of continuing the financial operations and related to the Company's fleet. They do not have an independent management structure and are unable to make independent decisions. Thus, the assets and liabilities of these entities are consolidated in the parent company.

 

The subsidiaries Smiles Fidelidade S.A. and Smiles Viajes Y Turismo S.A., both headquartered in Buenos Aires, Argentina, incorporated and controlled by Smiles Fidelidade S.A, have the purpose to promote operations of the Smiles Program and the sale of airline tickets in that country.

 

The subsidiary Smiles Fidelidade also controls Smiles Viagens e Turismo S.A. (“Smiles Viagens”), whose main purpose is intermediating travel organization services, by booking or selling airline tickets, accommodation, tourism packages, among others.

 

The investment funds Airfim and Fundo Sorriso, controlled by GLA and Smiles Fidelidade, respectively, have the characteristic of an exclusive fund and act as an extension of the subsidiaries to carry out operations with derivatives and investments, so that the Company consolidates the assets and liabilities of this fund in its financial statements.

 

GTX S.A., directly controlled by GLA, is in a pre-operational stage and its corporate purpose is to manage its own assets and participate in the capital of other companies.

 

1.4.Corporate reorganization plan

 

On June 04, 2021, Smiles Fidelidade became a wholly owned subsidiary of GLA as a result of the proposed merger of shares approved by Smiles and GOL shareholders.

 

The merger proposal included the following steps, which were implemented concurrently and interdependently:

·      incorporation of Smiles Fidelidade shares by GLA, issuing preferred shares and redeemable preferred shares of GLA to the shareholders of Smiles Fidelidade;

·      incorporation of GLA’s shares by the Company, issuing preferred shares and redeemable preferred shares of the Company to GLA’s shareholders; and

·      redemption of GLA’s and the Company's redeemable preferred shares, with cash payment based on the redemption of the Company's redeemable preferred shares to the shareholders of Smiles Fidelidade.

 

On April 28, 2021, the period for exercising the right of withdrawal expired, which was exercised on 176 preferred shares of GOL and 28,220 common shares of Smiles, whose total amount of R$299 was settled on May 12, 2021.

 

On May 25, 2021, the Company transferred to GLA the control of Smiles Fidelidade S.A. through a capital increase in the amount of R$350,075.

 

Considering the choice of Smiles' minority shareholders among the available exchange ratios, on June 04, 2021, GOL issued 22,433,975 new preferred shares, 25,707,301 class B preferred shares and 33,113,683 class C preferred shares. Classes B and C were redeemed and settled in cash on June 23, 2021 for the total amount of R$744,450.

 

 

 

14 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

1.5.Acquisition of MAP Transportes Aéreos

 

On June 08, 2021, GOL entered into an agreement to acquire MAP Transportes Aéreos Ltda. (“MAP”), a Brazilian domestic airline with flight routes to regional destinations and São Paulo´s Congonhas Airport, considering the Company's commitment to expand Brazilian demand for passenger air transport and an unparalleled market opportunity for rational consolidation in the Brazilian aviation market, as the country's economy recovers from Covid-19.

 

MAP will be acquired for R$28 million, to be paid upon satisfaction of all closing conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash to be paid in twenty-four monthly installments. At closing, the Company will assume up to R$100 million in MAP's financial obligations.

 

The main benefits of this transaction are: (i) expansion to new routes; (ii) offering higher seat density to historically underserved markets; and (iii) enhancing cost-efficient operations.

 

The transaction closing is subject to approval by the National Civil Aviation Agency (ANAC) and by the Administrative Council for Economic Defense (CADE). Therefore, on June 30, 2021 there are no impacts from this transaction on the interim condensed consolidated financial information statements.

 

1.6.Compliance program

 

In December 2016 as a result of investigations involving the Company, GOL signed an agreement ("Agreement") with the Brazilian Federal Public Ministry, through which the Company agreed to pay fines and make improvements to its compliance program, in return for the commitment of the Brazilian Federal Public Ministry agreed not to file any lawsuits related to activities under the Agreement, as disclosed in the financial statements for the years ended December 31, 2017, 2018, 2019 and 2020.

 

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 and independent investigation conducted by an independent committee of the Company.

 

The investigation, completed in April 2017, revealed that immaterial payments were made to politically exposed people and the competent authorities were duly reported. None of the current employees, representatives or members of the Management and Board of Directors knew of any illegal purpose behind any of the transactions identified, or of any illegal benefit to the Company arising from the transactions under investigation.

 

The Company will keep reporting any future developments regarding this issue, as well as monitor the analyses already started by these agencies, which may impose new fines and possibly other sanctions to the Company.

 

Since 2016, the Company has adopted several measures to strengthen and expand its internal control and compliance, detailed in the financial statements for the years ended December 31, 2017, 2018, 2019 and 2020. In addition, Management constantly reinforces with its employees, customers and suppliers its commitment to continuous improvement in its internal control programs and compliance.

 

There were no further developments on the subject during the period ended June 30, 2021.

 

15 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

2.Management’s statement, basis for preparing and presenting the unaudited interim condensed consolidated financial statements

 

The Company’s unaudited interim condensed consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

 

The Company’s unaudited interim condensed consolidated financial statements were prepared using the Brazilian Real (“R$”) as the functional and presentation currency. Figures are expressed in thousands of Brazilian reais, except when stated otherwise. The items disclosed in foreign currencies are duly identified, when applicable.

 

The preparation of the Company’s unaudited interim condensed consolidated financial statements requires Management to make judgments, use estimates, and adopt assumptions affecting the stated amounts of revenues, expenses, assets, and liabilities. However, the uncertainty inherent in these judgments, assumptions, and estimates could give rise to results that require a material adjustment of the book value of certain assets and liabilities in future reporting fiscal years.

 

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

 

Management, when preparing these unaudited interim condensed consolidated financial statements, used the following disclosure criteria, considering regulatory aspects and the relevance of the transactions to understand the changes in the Company’s economic and financial position and its performance since the end of the fiscal year ended December 31, 2020, as well as the restatement of relevant information included in the annual financial statements related to the year ended December 31, 2020 disclosed on March 24, 2021.

 

Management confirms that all the material information in these unaudited interim condensed consolidated financial statements are being demonstrated and corresponds to the information used by Management in the development of its business management activities.

 

The unaudited interim condensed consolidated financial statements have been prepared based on historical cost, with the exception of the following material items recognized in the statements of financial positions:

·      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 unaudited interim condensed consolidated financial statements relating for the period ended on 30 June, 2021, has been prepared assuming that it will continue as a going concern, realizing assets and settling liabilities in the normal course of business, as per Note 1.2.

 

3.Approval of unaudited interim condensed consolidated financial statements

 

The approval and authorization for the issuance of these unaudited interim condensed consolidated financial statements took place at the Board of Directors’ meeting held on July 28, 2021.

 

16 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

4.Summary of significant accounting practices

 

The unaudited interim condensed consolidated financial statements were prepared based on policies, accounting practices and estimate calculation methods adopted and presented in detail in the annual financial statements related to the year ended December 31, 2020, issued on March 24, 2021.

 

4.1.New accounting standards and pronouncements adopted in the period

 

On March 31, 2021, IASB extended the possibility of applying the practical expedient with benefits granted to tenants in lease agreements for years beginning on or after April 1, 2021, with early adoption allowed. This change did not impact the Company’s unaudited interim condensed consolidated financial statements. Additionally, in the period ended June 30, 2021, standards or pronouncements issued in previous periods with an impact on the Company’s unaudited interim condensed consolidated financial statements did not enter into force.

 

4.2.Transactions in foreign currency

 

Foreign currency transactions are recorded at the exchange rate change prevailing on the date on which the transactions take place. Monetary assets and liabilities designated in foreign currency are calculated based on the exchange rate change on the balance sheet date. Any difference resulting from the translation of currencies is recorded under the item “Exchange rate change, net” in the statement of operations for the fiscal year.

 

The exchange rate changes in reais in effect on the base date of these unaudited interim condensed consolidated financial statements are as follows:

 

  Final Rate Average Rate
  June 30, 2021 December 31, 2020 June 30, 2021 June 30, 2020
U.S. Dollar 5.0022 5.1967 5.3842 5.1425
Argentinian Peso 0.0523 0.0617 0.0591 0.0622

 

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 holiday periods, in January and July, respectively, and during the last weeks of December and in the year-end holiday period. Domestic demand, mainly from the corporate sector, is highly linked to the level of economic activity in Brazil (GDP). Given the high proportion of fixed costs, this seasonality tends to drive changes in operating income (expense) across the fiscal-year quarters. In the current context, considering all current unpredictability and uncertainty, the operations have shown a behavior negatively correlated with the number of cases and deaths caused by Covid-19. In other words, in the pandemic context, the recovery of the normalized behavior of demand in periods of high season will depend not only on the historical seasonality between the different months, but also on the observation of the reduction in the curve of cases and deaths.

 

6.Cash and cash equivalents

 

  June 30, 2021 December 31, 2020
Cash and bank deposits 75,761 428,812
Cash equivalents 684,508 234,018
Total 760,269 662,830

 

17 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

The breakdown of cash equivalents is as follows:

 

  June 30, 2021 December 31, 2020
Local currency    
Private bonds and deposits with banks 627,338 170,359
Automatic deposits 57,145 59,936
Total local currency 684,483 230,295
     
Foreign currency    
Private bonds and deposits with banks 25 3,723
Total foreign currency 25 3,723
     
Total 684,508 234,018

 

7.Short-term investments

 

  Weighted average rate (p.a.) June 30, 2021 December 31, 2020
Local currency      
Government bonds 95.2% of CDI 168 22,465
Investment funds 95.4% of CDI 22,823 603,698
Total local currency   22,991 626,163
       
Foreign currency      
Deposits with banks   - 2,415
Investment funds 28.8% 15 757
Total foreign currency   15 3,172
       
Total   23,006 629,335
       
Current   22,838 628,343
Non-current   168 992

 

8.Restricted cash

 

  Weighted average rate (p.a.) June 30, 2021 December 31, 2020
Local currency      
Import financing 98.0% of CDI 60,697 213,153
Letter of guarantee - Legal proceedings 84.7% of CDI 55,282 56,440
Letter of credit – Maintenance deposit 98.1% of CDI 156,467 155,184
Collateral for working capital lines of credit 99.8% of CDI 9,711 52,927
Total local currency   282,157 477,704
       
Foreign currency      
Collateral for financing with Ex-lm Bank 0.2% 30,065 31,206
Letter of guarantee - Legal proceedings - 1,593 -
Escrow deposits for hedge margin - - 35,697
Total foreign currency   31,658 66,903
       
Total   313,815 544,607
       
Current   269,131 355,769
Non-current   44,684 188,838

 

The decrease in restricted cash linked to import financing and working capital loan, in the period ended June 30, 2021, refers to using the asset to pay for debt operations to which they were linked.

 

18 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

9.Trade receivables

 

  June 30, 2021 December 31, 2020
Local currency    
Credit card administrators 295,319 318,869
Travel agencies 297,523 266,086
Cargo agencies 28,632 29,902
Airline partner companies 9,118 8,877
Other 20,406 13,845
Total local currency 650,998 637,579
     
Foreign currency    
Credit card administrators 52,589 77,616
Travel agencies 14,524 13,960
Cargo agencies 46 122
Airline partner companies 6,751 19,464
Other 9,466 9,005
Total foreign currency 83,376 120,167
     
Total 734,374 757,746
     
Allowance for expected loss with trade receivables accounts (16,966) (18,047)
     
Total trade receivables 717,408 739,699

 

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

 

  June 30, 2021 December 31, 2020
Not yet due    
Until 30 days 419,785 459,338
31 to 60 days 104,797 88,893
61 to 90 days 27,572 33,121
91 to 180 days 55,038 54,832
181 to 360 days 32,671 41,484
Above 360 days 125 256
Total not yet due 639,988 677,924
     
Overdue    
Until 30 days 28,148 10,278
31 to 60 days 5,168 21,677
61 to 90 days 16,156 13,501
91 to 180 days 10,117 11,474
181 to 360 days 13,741 785
Above 360 days 4,090 4,060
Total overdue 77,420 61,775
     
Total 717,408 739,699

 

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

 

  June 30, 2021 December 31, 2020
Balance at the beginning of the year (18,047) (16,952)
(Additions) Exclusions 1,081 (1,095)
Balances at the end of the period (16,966) (18,047)

 

 

 

 

 

19 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

10.Inventories

 

  June 30 2021 December 31, 2020
Consumables 20,343 14,533
Parts and maintenance materials 174,995 181,105
Advance to suppliers 17,476 -
Total 212,814 195,638

 

The changes in the provision for obsolescence are as follows:

 

  June 30, 2021 December 31, 2020
Balances at the beginning of the year (12,862) (14,302)
Additions (54) (702)
Write-offs 7,331 2,142
Balances at the end of the period (5,585) (12,862)

 

11.Advance to suppliers and third parties

 

  June 30, 2021 December 31, 2020
Advance to domestic suppliers 216,128 290,664
Advances to international suppliers 31,170 68,873
Advance for materials and repairs 48,932 48,933
Total 296,230 408,470
     
Current 198,813 318,769
Non-current 97,417 89,701

 

12.Recoverable taxes

 

  June 30, 2021 December 31, 2020
IRPJ and CSLL prepayments 93,249 109,231
PIS and COFINS to recover (*) 271,228 387,033
Value added tax (VAT) abroad 3,390 3,998
Other 11,610 5,097
Total 379,477 505,359
     
Current 265,357 186,955
Non-current 114,120 318,404

 

(*) During the period ended June 30, 2021, the subsidiary GLA recorded PIS and COFINS extemporaneous tax credits, in the total amount of R$57,422 (R$126,675 in the fiscal year ended December 31, 2020). 

 

20 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

13.Deferred taxes

 

13.1.Deferred tax assets (liabilities)

 

The positions of deferred assets and liabilities are presented below and comply with the enforceable offset legal rights that consider taxes levied by the same tax authority under the same tax entity.

 

  December 31, 2020 Statement of operations Shareholders’ Equity(*)  June 30, 2021
Deferred assets        
Income tax losses carry forward 37,921 - - 37,921
Negative basis of social contribution 13,650 - - 13,650
Temporary differences:        
Allowance for expenses loss on trade receivables and other credits 2,004 53 - 2,057
Provision for legal proceedings and tax liabilities (83) (3) - (86)
Others 71 (5) 164 230
Total deferred taxes – assets 53,563 45 164 53,772
         
Deferred liabilities        
Temporary differences:        
Breakage provision (193,498) 892 - (192,606)
Slots (353,226) - - (353,226)
Depreciation of engines and parts for aircraft maintenance (194,789) (3,969) - (198,758)
Reversal of goodwill amortization for tax purposes (127,659) - - (127,659)
Derivative transactions (28,902) 43,490 - 14,588
Allowance for expenses loss with trade receivables and other credits 201,446 (3,521) - 197,925
Provision for legal proceedings and tax liabilities 124,723 17,000 - 141,723
Provisions for aircrafts redelivery 190,778 (21,390) - 169,388
Aircraft leases and others 10,586 (3,797) - 6,789
Unrealized profits 69,843 6,326 - 76,169
Others 81,064 (22,092) - 58,972
Total deferred taxes – liabilities (219,634) 12,939 - (206,695)
Total effect of deferred taxes - income (expenses) - 12,984 - -

 

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

 

 

21 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

Management considers that the deferred assets and liabilities recognized on June 30, 2021, arising from temporary differences, will be realized in proportion to the realization of their bases and the expectation of future results.

 

Management estimates that deferred tax credits, recorded on tax losses and negative social contribution basis, will be realized as follows:

 

Year Amount
2023 5,034
2024 12,183
2025 9,981
2025 onwards 24,373
Total 51,571

 

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
  June 30, 2021 December 31, 2020
Acumulated income tax losses 9,587,143 8,401,388
Negative basis of social contribution 9,587,143 8,401,388
     
Potential tax credit 3,259,629 2,856,472

 

The reconciliation of tax expenses and calculation of the loss before income tax and social contribution by the nominal tax rate for three-month and six-month periods ended June 30, 2021 and 2020 is as follows:

  Three-month period ended Six-month period ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
         
Loss before income tax and social contribution 669,670 (1,993,980) (1,815,152) (4,212,173)
Combined tax rate 34% 34% 34% 34%
Income at the statutory tax rate (227,687) 677,953 617,152 1,432,139
         
Adjustments to calculate the effective tax rate:        
Tax rate difference on results of offshore subsidiaries (39,715) (95,653) (75,102) 65,190
Non-deductible expenses, net (33,570) (45,195) (68,689) 4,999
Exchange rate change on foreign investments 131,631 (46,987) 31,862 (178,954)
Benefit constituted (not constituted) on tax loss, negative basis and temporary differences 157,706 (493,219) (537,827) (1,369,891)
Total income taxes (11,635) (3,101) (32,604) (46,517)
         
Income tax and social contribution        
Current (16,757) (11,580) (45,588) (35,853)
Deferred 5,122 8,479 12,984 (10,664)
Total income (loss) taxes (11,635) (3,101) (32,604) (46,517)

 

22 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

14.Deposits

 

  June 30, 2021 December 31, 2020
Court deposits 958,601 1,032,418
Maintenance deposits 601,808 667,565
Deposits in guarantee for leases agreements 295,719 358,472
Total 1,856,128 2,058,455

 

14.1.Court deposits

 

Court deposits and blocks represent guarantees of tax, civil and labor lawsuits, kept in court until the resolution of the disputes to which they are related. Part of the court deposits refers to civil and labor lawsuits arising from succession requests in lawsuits filed against Varig S.A. or also labor lawsuits filed by employees who do not belong to GLA or any related party. Considering that Management does not believe that the Company is legally responsible for such claims, the release of the court deposits has been claimed.

 

14.2.Maintenance deposits

 

The Company makes deposits in U.S. dollars for the maintenance of aircraft and engines, which will be used in future events as established in certain lease agreements.

 

Maintenance deposits do not exempt the Company, as a lessee, from contractual obligations related to the maintenance or the risk associated with operating activities. These deposits can be replaced by bank guarantees or letters of credit (SBLC - stand by letter of credit) according to the conditions established in the aircraft lease. The Company has the right to choose to carry out the maintenance internally or through its suppliers.

 

The Company has two categories of maintenance deposits:

 

·     Maintenance guarantee: refers to one-time deposits that are refunded at the end of the lease, and can also be used in maintenance events, depending on negotiations with lessors. The balance of these deposits on June 30, 2021 was R$248,316 (R$273,311 on December 31, 2020).

 

·     Maintenance reserve: refers to amounts paid monthly based on the use of components and can be used in maintenance events as set by an agreement. On June 30, 2021, the balance referring to such reserves was R$710,285 (R$759,108 on December 31, 2020).

 

14.3.Deposits in guarantee for leases agreements

 

As required by the lease agreements, the Company makes guarantee deposits (in U.S. dollars) to the leasing companies, which can be redeemed if replaced by other bank guarantees or fully redeemed at maturity.

 

23 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

15.Property, plant and equipment

 

The breakdown of and changes in property, plant and equipment are as follows:

    December 31, 2020           June 30, 2021
  Weighted average rate (p.a.) Historical cost Accumulated depreciation Net opening balance Additions Contractual amendments Depreciation Write-off   Net ending balance Historical cost Accumulated depreciation
Flight equipment                        
Aircraft – ROU (1) with no purchase option 20.29% 4,020,709  (1,420,648) 2,600,061 428,632 47,417 (271,624) - 2,804,486 4,455,675 (1,651,189)  
Spare parts and engines - Own (4) (5) 6.95% 1,964,411 (837,048) 1,127,363 23,010 - (66,182) (1,323) 1,082,868 1,983,222 (900,354)  
Spare parts and engines – ROU 33.55%   84,329   (47,940)   36,389 2,026 - (8,597) - 29,818 82,717 (52,899)  
Aircraft and engine improvements 46.78% 3,206,385 (2,282,042) 924,343 90,613 - (227,918) - 787,038 3,157,822 (2,370,784)  
Tools 10.00% 55,821   (28,697) 27,124 404 - (1,965) (11) 25,552 56,196 (30,644)  
    9,331,655 (4,616,375) 4,715,280 544,685 47,417 (576,286) (1,334) 4,729,762 9,735,632 (5,005,870)  
                         
Property, plant and equipment in use                        
Vehicles 20.00% 11,264  (9,572) 1,692 377 - (285) - 1,784 11,641 (9,857)  
Machinery and equipment 10.00% 62,841 (48,417) 14,424 40 - (1,441) - 13,023 62,862 (49,839)  
Furniture and fixtures 10.00%   32,790   (20,483) 12,307 24 - (996) (44) 11,291 32,502 (21,211)  
Computers and peripherals – Own 20.00%   47,487   (35,837) 11,650 99 - (1,860) (5) 9,884 47,219 (37,335)  
Computers and peripherals – ROU 26.58% 21,992 (15,460)  6,532 -    - (3,052) - 3,480 21,992 (18,512)  
Communication equipment 10.00%  2,233  (1,871)   362 5 - (55) (8) 304 2,216 (1,912)  
Security equipment 10.00%  55  (32)  23 - - (2) - 21 55 (34)  
Third-party property improvements – CMA (3) 12.05%  107,637  (107,637)   - - - -    - - 107,637 (107,637)  
Third-party property improvements 20.31% 75,714   (49,328)   26,386 25 - (4,959) - 21,452 75,725 (54,273)  
Third-party property – ROU 33.96%   27,867 (15,834) 12,033 - 32 (4,337) - 7,728 27,899 (20,171)  
Construction in progress   14,837 - 14,837 5 - - (170) 14,672 14,672 -  
    404,717   (304,471) 100,246 575 32 (16,987) (227) 83,639 404,420 (320,781)  
                         
Impairment losses (2) - (34,330) - (34,330) 3,699 - - - (30,631) (30,631) -  
Total   9,702,042 (4,920,846) 4,781,196 548,959 47,449 (593,273) (1,561) 4,782,770 10,109,421 (5,326,651)  
                         
Advances to suppliers -  179,092 -  179,092 29,377 - - (11,590) 196,879 196,879 -  
Total Property, plant and equipment   9,881,134 (4,920,846) 4,960,288    578,336 47,449 (593,273) (13,151) 4,979,649 10,306,300 (5,326,651)  

(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) As of June 30, 2021, the balance of spare parts is granted as a guarantee to Secured Notes 2026, according to Note 17.

(5) As of June 30, 2021, 19 engines of the Company are granted as a guarantee to the Spare Engine Facility and the Loan Facility, according to Note 17.

 

24 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

16.Intangible assets

 

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

 

    December 31, 2020       June 30, 2021
  Weighted average rate (p.a.) Historical cost Accumulated amortization Net opening balance Additions Write-off Amortization Net ending balance Historical cost Accumulated amortization
Cost                    
Goodwill -        542,302 -        542,302 - - - 542,302       542,302  
Slots -     1,038,900 -     1,038,900            -    -                    -    1,038,900    1,038,900  
Software 25.73%        507,734  (345,661)        162,073 51,877 (22)  (40,365) 173,563       496,829  (323,266)
Others 20.00%          10,000  (6,167) 3,833            -    -  (1,000) 2,833 10,000  (7,167)
Total   2,098,936  (351,828) 1,747,108 51,877 (22)  (41,365) 1,757,598 2,088,031  (330,433)

 

The balances of goodwill and airport operating rights (slots) were tested for impairment on December 31, 2020 through the discounted cash flow for each cash-generating unit, giving rise to the value in use. The results obtained were compared with the carrying amount of each cash-generating unit and, as a result, the Company did not recognize impairment losses on its CGUs.

 

In order to assess the recoverable value, assets are grouped at the lowest levels for which there are separately identifiable cash flows (Cash-Generating Units – “CGUs”). In order to determine the carrying amount of each cash-generating unit, the Company considers the intangible assets recorded and all necessary tangible assets to conduct the business, given that it will only generate economic benefits by using the combination of both.

 

 

25 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

17.Loans and financing

 

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

 

      December 31, 2020             June 30, 2021
  Maturity Interest rate p.a. Current Non-current Total Funding Unrealized gain (loss) from ESN Payments Interest incurred Interest paid Exchange rate change Amortization of cost and premium Total Current Non-current
Em R$:                              
Debentures 03/2022 8.32% (3) 440,918  146,170 587,088                -                  -      -              16,064 (18,149)                -    2,799 587,802 587,802 -   
Working Capital 10/2025 9.04% 239,615 17,275 256,890                -                  -    (64,671)             9,422 (10,381)                -    -    191,260 177,881 13,379
                               
Em US$:                              
Secured funding 06/2021 9.50%  484,113  -  484,113                -                  -    (499,663)           17,000 (17,745) 16,295  -    -    -       -   
Import financing 01/2022 4.79% 783,659  - 783,659                -                  -    (152,258) 15,717 (18,873) (14,238) -    614,007 614,007 -   
Financing with Ex-lm Bank collateral 12/2022 2.77% 194,786  49,958 244,744                -                  -    (51,403)             1,255 (1,360) (7,839) 2,905 188,302 164,295 24,007
ESN 2024 (1) 07/2024 3.75% 37,960 1,896,854 1,934,814                -    (124,954) -     98,139 (43,636) (78,149) (15) 1,786,199 36,540 1,749,659
Spare engine facility 09/2024 2.44% 22,771 197,009 219,780                -                  -    -                2,811 (1,524) (8,262) 141 212,946 34,349 178,597
Senior notes 2025 01/2025 7.00% 98,521 3,340,316 3,438,837                -                  -    -            122,502 (124,577) (128,037) 4,596 3,313,321 94,833 3,218,488
Senior secured notes 2026 06/2026 8.00% 1,848 953,802 955,650   1,501,569               -                108,332 (103,935)   (114,145) 9,972 2,357,443 -    2,357,443
Loan facility 03/2028 4.15%  32,566 233,135 265,701                -                  -    (3,067)             5,468 (2,419)       (8,829) 128 256,982 47,392 209,590
Perpetual bonds (2) - 8.75% 16,522 789,168 805,690       10,952               -    -              36,213 (36,345) (30,762) -    785,748 15,905 769,843
Total     2,353,279 7,623,687 9,976,966   1,512,521    (124,954) (771,062) 432,923       (378,944)     (373,966) 20,526   10,294,010 1,773,004         8,521,006

 

(1) Exchangeable Senior Notes see Note 32.2.
(2) On December 31, 2020 It includes the elimination of related parties, considering securities of this issue, carried out by Gol Finance, held by GLA, totaling R$10,609. These securities were resold in the period ended June 30, 2021, therefore there is no elimination on this date.
(3) These securities are divided into three series: Series 1 with a CDI rate of 120%; Series 2 with CDI rate + 5.40% p.a. and Series 3 with CDI rate + 4.90% p.a..

 

 

26 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

The consolidated loans and financing includes fundraising and premiums costs of R$220,626 e R$230,763, respectively, on June 30, 2021 (R$ R$173,086 e R$189,195 on December 31, 2020), which are amortized over the term of the related debt. It also includes amortizable premium and fair value of the derivative financial instrument, both referring to ESN, totaling R$36,228 e R$205,838, respectively, on June 30, 2021 (R$42,226 and R$346,030 on December 31, 2020).

 

17.1.New loans and financing contracted and renegotiated during the period ended June 30, 2021

 

The renegotiations detailed below were evaluated under IFRS 9 - “Financial Instruments” and did not meet the definitions to derecognize the liabilities (with the original financial liability extinguished and a new financial liability recognized).

 

17.1.1.Debentures

 

On March 26, 2021, the Annual Debenture Holders' Meeting decided to postpone the payment of series 3 with maturity on March 28, 2021, to April 7, 2021, totaling R$147,913, and suspend the early maturity of the installment of series 1, also maturing on March 28, 2021, and also totaling R$147,920.

 

On April 6, 2021, at the General Meeting of Debenture Holders, it was decided to postpone the payment of series 3 maturing on April 07, 2021 to May 12, 2021, in the amount of R$295,833 with new remuneration of CDI + 4.90 % a.a.

 

On May 11, 2021, at the General Meeting of Debenture Holders, the payment of series 3 maturing on May 12, 2021 was again postponed to June 26, 2021.

 

On June 25, 2021, the General Meeting of Debenture Holders resolved to postpone the payment of series 3 maturing on June 26, 2021 to August 10, 2021.

 

17.1.2.Working capital – Lines of credit

 

During the period ended June 30, 2021, the Company, through its subsidiary GLA, 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, and the main change was the maturity date and interest rate, as disclosed in the previous table.

 

17.1.3.Import financing

 

During the period ended June 30, 2021, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, impacting the interest rate, disclosed in table above, and keeping promissory notes as collateral for the transactions, which are part of a credit line maintained by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment.

 

 

 

 

 

 

 

27 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

17.1.4.Senior Secured Notes 2026

 

In May 2021, the Company raised Senior Secured Notes, as part of an additional issuance and consolidated of the Senior Secured Notes issued in December 2020, bearing interest of 8.00% p.a. and maturity in June 2026.

 

Operation date Principal Costs

Interest

rate (p.a.)

Date -

Maturity

(US$ thousands) (R$ thousands) (US$ thousands) (R$ thousands)
May 11, 2021 300,000 1,569,660 13,019 68,091 8.00% June 30, 2026

 

28 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

17.2.Loans and financing – Non-current

 

On June 30, 2021, the maturities of loans and financing recorded in non-current liabilities were as follows:

 

  2022 2023 2024 2025 2025 onwards Without maturity date Total
In R$:              
Working capital – Lines of credit 4,152 4,644 2,500 2,083 - - 13,379
In US$:              
Financing with Ex-lm Bank collateral 24,007 - - - - - 24,007
Spare engine facility - - 1,749,659 - - - 1,749,659
ESN 2024 11,149 22,299 145,149 - - - 178,597
Senior notes 2025 - - - 3,218,488 - - 3,218,488
Senior secured notes 2026 - - - - 2,357,443 - 2,357,443
Loan facility 15,044 30,948 31,991 33,113 98,494 - 209,590
Perpetual bonds - - - - - 769,843 769,843
Total 54,352 57,891 1,929,299 3,253,684 2,455,937 769,843 8,521,006

 

The fair value of loans and financing as of June 30, 2021, is as follows:

 

  Book value (*) Fair value
Debentures                 587,802                591,666
ESN 2024               1,786,199           1,976,859
Senior Notes 2025               3,313,321          3,232,496
Senior Secured Notes 2026             2,357,443          2,545,269
Perpetual bonds                 785,748               689,834
Other loans and financing              1,463,497           1,463,497
Total    10,294,010  10,499,621

(*) Total net of funding costs.

 

 

17.3.Covenants

 

The Company has financial covenants in Debentures, which obligation to measure such indicators is semiannual. A waiver was granted by Debenture Holders regarding the non-compliance with the financial rates and limits set.

 

 

29 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

18.Leases

 

On June 30, 2021, the balance of leases payable includes: (i) R$31,249 relating to variable payments, not included in the measurement of liabilities, and short-term leases (R$16,252 on December 31, 2020), which fall under the exemption provided for in IFRS 16; and (ii) R$7,664,680 referring to the present value on this date of future lease payments (R$7,567,940 on December 31, 2020).

 

The breakdown and changes in the present value of future lease payments are shown below:

 

    December 31, 2020             June 30,2021
  Weighted average rate (p.a.) Current Non-current Total Additions Contractual amendment Payments Deposit in guarantee Interest incurred Exchange rate change Total Current Not Current
In R$:                          
Leases without purchase option 13.13% 32,530 14,985 47,515 -    32 (9,007) -    3,214 -    41,754 31,096 10,658
Total   32,530 14,985 47,515 - 32 (9,007) - 3,214 - 41,754 31,096 10,658
                           
In US$:                          
Leases without purchase option 11.97% 1,268,226 6,252,199 7,520,425 430,658 47,417 (515,891) (5,329) 441,848 (296,202) 7,622,926 1,802,486 5,820,440
Total   1,268,226 6,252,199 7,520,425 430,658 47,417 (515,891) (5,329) 441,848 (296,202) 7,622,926 1,802,486 5,820,440
                           
Total Leases   1,300,756 6,267,184 7,567,940 430,658 47,449 (524,898) (5,329) 445,062 (296,202) 7,664,680 1,833,582 5,831,098
                           

 

In the three-month and six-month periods ended June 30, 2021, the Company directly recognized in the cost from services, totaling R$14,427 e R$31,111, respectively, related to short-term leases and variable payments, on a straight-line basis.

 

 

 

30 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

The future payments of leases liabilities agreements are detailed as follows:

 

  Without purchase option
  June 30, 2021 December 31, 2020
2021 1,562,699    2,102,771
2022 2,013,608    1,982,685
2023 1,670,573    1,642,264
2024 1,291,179    1,260,405
2025 1,046,907 1,018,896
Thereafter 3,008,085 2,701,509
Total minimum lease payments 10,593,051   10,708,530
Less total interest   (2,897,122)   (3,124,338)
Present value of minimum lease payments 7,695,929    7,584,192
Less current portion (1,864,831)   (1,317,008)
Non-current portion  5,831,098  6,267,184

 

18.1.Sale-leaseback transactions

 

During the six-month period ended June 30, 2021, the Company did not carry out sale-leaseback transactions. In the six-month period ended June 30, 2020 the Company recognized a net gain of R$594,587 from the sale-leaseback transactions of 11 aircraft, recorded in the statement of operations in the group of “Other income (expenses), net”.

 

19.Suppliers

 

  June 30, 2021 December 31, 2020
     
Local currency 1,165,214 1,164,193
Foreign currency 407,966 481,001
Total 1,573,180 1,645,194
     
Current 1,562,946 1,612,536
Non-current 10,234 32,658

 

20.Taxes payable

 

  June 30, 2021 December 31, 2020
PIS and COFINS 23,935 23,647
Installment payments - PRT and PERT 37,375 41,641
Withholding income tax on salaries 17,550 33,011
ICMS 251 472
IRPJ and CSLL payable 3,847 13
Other 6,360 7,192
Total 89,318 105,976
     
Current 61,279 73,614
Non-current 28,039 32,362

 

21.Advance ticket sales

 

On June 30, 2021, the balance of advance ticket sales classified in current liabilities was R$1,999,013 (R$2,050,799 on December 31, 2020) and is represented by 5,941,658 tickets sold and not yet used (6,691,911 on December 31, 2020) with an average use of 120 days (102 days on December 31, 2020).

 

Balances of advance ticket sales are shown net of breakage corresponding to R$274,197 on June 30, 2021 (R$299,188 on December 31, 2020).

 

31 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

On June 30, 2021, the Company has reimbursements to pay related to non-performed transports in the amount of R$326,978 (R$253,963 on December 31, 2020), recorded as Other liabilities in current liabilities.

 

22.Mileage program

 

  June 30, 2021 December 31, 2020
Mileage program 2,187,188 2,145,097
Others 5,496 5,817
Breakage (567,902) (569,952)
Total 1,624,782 1,580,962
     
Current 1,280,022 1,258,502
Non-current 344,760 322,460

 

Breakage consists of estimating miles that have a high potential to expire due to their expected non-use. IFRS 15 – “Revenue from Contract with Customers”, provides for the recognition of revenue by the estimate (breakage) over the contractual period, therefore, before the redemption of miles, given that this is not expected before expiration.

 

23.Provisions

 

  Post-employment benefits Aircraft and engine return

Legal

proceedings (a)

Total
Balances on December 31, 2020 99,549 1,030,915 392,432 1,522,896
Recognition (reversal) of provision 8,707 168,218 154,604 331,529
Provisions used - (134,813) (103,169) (237,982)
Adjustment to present value -                      36,529                       - 36,529
Exchange rate change - (37,335) 397 (36,938)
Balances on June 30, 2021 108,256 1,063,514 444,264 1,616,034
         
On June 30, 2021        
Current - 252,046 - 252,046
Non-current 108,256 811,468 444,264 1,363,988
Total         108,256 1,063,514 444,264 1,616,034
         
On December 31, 2020        
Current - 169,381 - 169,381
Non-current 99,549 861,534 392,432 1,353,515
Total 99,549 1,030,915 392,432 1,522,896
(a)The provisions used consider write-offs due to the revaluation of estimates and settled processes.

 

23.1.Provisions for post-employment benefits

 

The Company offers to its employees health care plans that, due to complying with current laws, generate obligations with post-employment benefits.

 

The actuarial assumptions applied when measuring the post-employment benefit remain the same as those disclosed in the annual financial statements related to the year ended December 31, 2020.

 

  June 30, 2021
Current service cost recognized in income (expenses) 4,785
Cost of interests recognized in income (expenses) 3,922
Total 8,707

 

32 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

23.2.Provision for aircraft and engine return

 

Such provision considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure aircraft when returned as described in the return conditions of the lease agreements. The initial recognition is capitalized against property, plant and equipment, under the item "Aircraft and engine improvements".

 

23.3.Provision for legal proceedings

 

The Company and its subsidiaries are involved in certain legal matters arising from the regular course of their business, which include civil, administrative, tax, social security, and labor lawsuits.

 

The Company classifies the risk of loss in legal proceedings as probable, possible, or remote. The provision recorded in relation to such lawsuits is set by the Company's Management, based on the analysis of its legal counsel, and reasonably reflects the estimated probable losses.

 

If the Company has lawsuits whose values are not known or reasonably estimated, but the likelihood of loss is probable, these will not be recorded, but their nature will be disclosed.

 

The Company's Management believes that the provision for tax, civil and labor risks, recorded in accordance with IAS 37, is sufficient to cover possible losses on administrative and judicial proceedings, as shown below:

 

  Probable loss Possible loss
  June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020
Civil 96,511 100,806 70,286 64,181
Labor 322,976 269,297 213,832 238,702
Tax 24,777 22,329 613,357 574,356
Total 444,264 392,432 897,475 877,239

 

Details about the relevant lawsuits were disclosed in the annual financial statements related to the year ended December 31, 2020. In the period ended on June 30, 2021, there were no changes regarding new proceedings or reclassification of the relevant risk of loss.

 

24.Shareholders’ equity

 

24.1.Capital stock

 

On June 4, 2021, the Company's Board of Directors deliberated the increase of capital stock in the amount of R$606,839, as a result of the corporate reorganization for the merger of Smiles, with the issuance, by the Company, of 22,433,975 new preferred shares , 25,707,301 class B preferred shares and 33,113,683 class C preferred shares, with class B and C shares redeemed in the June’s month, within the scope of the approved merger proposal.

 

On June 15, 2021, the Directors’ Board ratified the capital increase, in the amount of R$423,061 with the issuance of 171,136,137 common shares and 12,581,185 preferred shares. In this same act, the 171,136,137 common shares were converted into 4,889,603 preferred shares issued by the Company, at the ratio of 35 common shares to 1 preferred share.

 

33 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

On June 30, 2021, the capital stock amount was R$4,039,336, represented by 3,177,611,730 shares, of which 2,863,682,710 common shares and 313,929,020 preferred shares (R$3,009,436, represented by 3,137,706,967 shares, of which 2,863,682,710 common shares and 274,024,257 preferred shares on December 31, 2020). The capital stock is reduced of share issuing costs in the amount of R$155,618 on June 30, 2021 and December 31, 2020.

 

The Company’s shares are held as follows:

 

  June 30, 2021 December 31, 2020
  Common shares Preferred shares Total Common shares Preferred shares Total
Fundo Volluto (2) 100.00% - 20.67% 100.00% - 22.99%
Mobi FIA (2) - 32.85% 26.06% - 37.57% 28.93%
Path Ltd. (2) - 3.46% 2.74% - - -
Capital International - 5.07% 4.02% - - -
AirFrance - KLM - 1.35% 1.07% - 1.55% 1.19%
Others - 1.54% 1.22% - 1.91% 1.47%
Market - 55.73% 44.20% - 58.97% 45.41%
Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

(1) In the context of Exchangeable senior notes 2024, issued in 2019, as a result of transactions related to the ADS lending facility, Bank of America Corporation acquired 33,863,549 preferred shares, representing 10.8% of total preferred shares on June 30, 2021.

(2) Refers to legal entities controlled by the controlling shareholders (Constantino family).

 

The authorized share capital on June 30, 2021 and December 31, 2020 is R$6 billions. 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 determine the issuance conditions, including pricing and payment terms.

 

24.2.Treasury shares

 

On June 30, 2021, the Company had 1,217,285 treasury shares, totaling R$41,514 (1,824,034 shares totaling R$62,215 on December 31, 2020). On June 30, 2021, the closing market price for treasury shares was R$22.96 (R$24.94 on December 31, 2020).

 

24.3.Interim dividends – Non-controlling shareholders

 

On March 25, 2021, the Smiles Fidelidade’s Board of Directors decided to distribute interim dividends in the amount of R$500,000, of which R$236,992 were allocated to minority shareholders and fully paid on April 16, 2021.

 

 

 

 

 

 

34 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

25.Income (Loss) per share

 

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

 

  Three-month period ended
  June 30, 2021 June 30, 2020
  Common shares Preferred shares Total Common shares Preferred shares Total
Numerator            
Net income (loss) for the period attributed to controlling shareholders 144,024 498,889 642,913 (380,114) (1,616,799) (1,996,913)
             
Denominator            
Weighted average number of outstanding shares (in thousands) 2,863,683 282,200   2,253,594 223,863 -
Effect of dilutable titles - 430   - - -
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) 2,863,683 282,630   2,253,594 223,863  
             
In Brazilian Real (R$)            
Basic earnings (loss) per share 0.050 1.768   (0.169) (7.222)  
Diluted earnings (loss) per share 0.050 1.765   (0.169) (7.222)  

 

  Six-month period ended
  June 30, 2021 June 30, 2020
  Common shares Preferred shares Total Common shares Preferred shares Total
Numerator            
Loss for the period attributed to controlling shareholders (427,886) (1,457,604) (1,885,490) (815,688) (3,469,494) (4,285,182)
             
Denominator            
Weighted average number of outstanding shares (in thousands) 2,863,683 277,503   2,253,594 273,873  
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) 2,863,683 277,503   2,253,594 273,873  
             
In Brazilian Real (R$)            
Basic earnings (loss) per share (0.149) (5.253)   (0.362) (12.668)  
Diluted earnings (loss) per share (0.149) (5.253)   (0.362) (12.668)  

 

35 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

26.Share-based payments

 

The conditions of the stock option and restricted share plans granted to the Company’s Executive Officers were disclosed in detail in the annual financial statements related to the year ended December 31, 2020, and did not change during the period ended on June 30, 2021.

 

26.1.Stock option plan - GOL

 

The movement of the stock options outstanding for in the six-month period ended June 30, 2021, is as follows:

 

  Number of stock options

Weighted

average exercise price

Outstanding options on December 31, 2020 7,529,612 11.59
Options exercised (111,557) 3.99
Options canceled and adjustments in estimated prescribed rights 57,664 15.36
Outstanding options on June 30, 2021 7,475,719 11.66
     
Number of options exercisable on:    
December 31, 2020 5,752,726 10.32
June 30, 2021 6,011,535 10.74

 

The expenses recognized in the statement of operations for the period corresponding to the stock option plan in the three-month and six-month periods ended June 30, 2021, were R$1,838 and R$4,626, respectively (R$2,594 and R$5,694 in the three-month and six-month periods ended June 30, 2020).

 

26.2.Restricted share plan - GOL

 

  Restricted shares
Restricted shares transferable on December 31, 2020 1,203,483
Transferred shares (*) (595,976)
Canceled shares and adjustments to the estimate of expired rights 82,662
Transferable Restricted Shares on June 30, 2021 690,169

(*) During the period ended June 30, 2021, the Company transferred 581,499 shares via equity instruments (treasury shares) and the amount of R$397 was paid in cash equivalent to 14,477 shares.

 

The expense recognized in the statement of operations for the period corresponding to the restricted share plans in the three-month and six-month periods ended June 30, 2021, were R$1,471 and R$3,518 respectively(R$2,491 and R$4,083 in the three-month and six-month periods ended June 30, 2020).

 

26.3.Stock option plan – Smiles Fidelidade

 

There were no changes to options outstanding in the period ended June 30, 2021. On this date, the average exercise price, adjusted for earnings distributions, is R$41.36 (R$48.42 on December 31, 2020).

 

During the three-month and six-month periods ended June 30, 2021, the Company recorded R$333 and R$666, respectively, in equity related to share-based compensation with a corresponding entry in the statement of operations (R$1.195 in the period ended June 30, 2020).

 

36 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

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 June 30, 2021, the balance of this obligation totaled R$2,846 (R$1,881 on December 31, 2020) recorded under “Salaries, wages and benefits”, referenced to 135,012 equivalent Company’s shares (R$119,784 on December 31, 2020). The same amount was recorded under “Salaries, wages and benefits” in the statement of operations related to these bonuses (R$1,502 in the period ended June 30, 2020).

 

27.Transactions with related parties

 

27.1.Transportation and consulting services

 

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

 

·     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.

 

On June 30, 2021, GLA recognized total expenses related to these services of R$1,601 (R$3,622 on June 30, 2020). On the same date, the balance payable to related companies, under “Suppliers”, was of R$4,965 (R$3,344 on December 31, 2020), and refers to transportation services with Viação Piracicabana Ltda and Expresso Caxiense S.A.

 

27.2.Contracts of UATP (“Universal Air Transportation Plan”) to grant credit limit

 

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

 

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

 

27.3.Commercial partnership and maintenance agreement

 

At 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 six-month period ended June 30, 2021, expenses with component maintenance incurred at the AirFrance-KLM workshop were R$34,420 (R$171,290 in the period ended June 30, 2020). On June 30, 2021, the Company has R$80,091 in the “Suppliers” account under current liabilities (R$72,519 on December 31, 2020).

 

37 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

27.4.Compensation agreement for the provision of guarantee

 

On October 27, 2020, the Company, through its subsidiary Gol Finance, issued a debt (guaranteed financing) totaling US$250 million, which holds guarantee of assets granted by Mobi FIA, through the execution of the Pledge Agreement of Shares, Assets and Credit Rights and in consideration, it will receive remuneration from the Company, according to the terms agreed in the agreement. For additional information, see Note 17.

 

On June 30, 2021, this debt was fully paid and the guarantees were released from their pledge.

 

27.5.Compensation of key management personnel

 

  Three-month period ended Six-month period ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Salaries, wages and benefits (*) 16,066 4,197 29,637 17,164
Related taxes and charges 6,230 6,809 7,731 8,637
Share-based compensation 4,622 2,647 9,590 5,201
Total 26,918 13,653 46,958 31,002

(*) Includes payment for members of Management, audit committee.

 

28.Revenue

 

  Three-month period ended Six-month period ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
         
Passenger transportation (*) 919,445 251,263 2,382,290 3,277,761
Cargo transportation 81,900 44,769 167,044 145,125
Mileage program 82,836 79,655 171,100 189,546
Other revenue 7,500 7,457 15,226 37,767
Related tax (63,309) (25,296) (139,661) (144,624)
Revenue 1,028,372 357,848 2,595,999 3,505,575

(*) Of the total amount, the total of R$ 107,162 and R$219,308 for the three-month and six-month periods ended June 30, 2021, are made up of the revenue from non-attendance of passengers, rescheduling, ticket cancellation (R$ 17,697 and R$156,953 for the three-month and six-month periods ended June 30, 2020).

 

In the three-month and six-month periods ended June 30, 2021, revenues earned in the international market represent less than 10% of total revenues.

 

 

38 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

29.Financial results

 

  Three-month period ended Six-month period ended
  June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Financial income        
Gain on derivatives - 58,512 2,959 58,512
Earnings with derivatives - capped call (b) - 28,972 - 28,972
Gains from financial investments 6,732 34,754 13,644 154,233
Inflation indexation 4,613 3,156 9,628 7,807
(-) Taxes on financial income (a) (4,964) (11,771) (9,755) (24,883)
Unrealized gains - conversion right – ESN (b) 6,358 76,259 124.954 651,616
Interest income 3,817 - 3,817 -
Other 3,675 6,519 18,404 18,390
Total financial income 20,231 196,401 163,651 894,647
         
Financial expenses        
Loss with derivatives (464) (63,270) (1,045) (417,798)
Derivative losses - capped call (b) 24,520 - (21,587) (148,500)
Unrealized loss - conversion right - ESN (b) - (242,480) - (242,480)
Interest on loans, financing and others (237,545) (205,437) (450,090) (411,993)
Bank charges and expenses (13,574) (16,720) (40,522) (68,005)
Losses from financial investments - (5,646) - (62,894)
Interest on leases (217,735) (164,150) (445,058) (302,539)
Other (34,059) (25,054) (89,053) (67,004)
Total financial expenses (478,857) (722,757) (1,047,355) (1,721,213)
         
Foreign exchange rate change, net 1,938,545 (570,024) 401,305 (3,513,428)
         
Total 1,479,919 (1,0,96,380) (482,399) (4,339,994)

 

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

(b)  See note 32.2.

 

30.Segments

 

The information below presents the summarized financial position of the reportable operating segments on June 30, 2021 and December 31, 2020:

 

30.1.Assets and liabilities of the operating segments

 
  June 30, 2021
  Flight transportation Smiles loyalty program Total reportable segments Eliminations Total
Assets          
Current 2,053,651 1,641,478 3,695,129 (1,124,968) 2,570,161
Non-current 9,445,840 1,103,156 10,548,996 (1,549,997) 8,998,999
Total assets 11,499,491 2,744,634 14,244,125 (2,674,965) 11,569,160
            
Liabilities          
Current 9,925,745 1,493,369 11,419,114 (900,939) 10,518,175
Non-current 17,320,046 571,587 17,891,633 (1,094,348) 16,797,285
Total equity (deficit) (15,746,300) 679,678 (15,066,622) (679,678) (15,746,300)
Total liabilities and deficit 11,499,491 2,744,634 14,244,125 (2,674,965) 11,569,160

 

 

39 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

 

  December 31, 2020
  Flight transportation Smiles loyalty program Total reportable segments Eliminations Total
Assets          
Current 2,059,655 2,453,838 4,513,493 (1,268,142) 3,245,351
Non-current 10,040,986 908,246 10,949,232 (1,380,447) 9,568,785
Total assets 12,100,641 3,362,084 15,462,725 (2,648,589) 12,814,136
            
Liabilities          
Current 9,975,367 1,502,179 11,477,546 (1,079,330) 10,398,216
Non-current 16,532,366 509,577 17,041,943 (858,964) 16,182,979
Total equity (deficit) (14,407,092) 1,350,328 (13,056,764) (710,295) (13,767,059)
Total liabilities and deficit 12,100,641 3,362,084 15,462,725 (2,648,589) 12,814,136

 

 

30.2.Results of the operating segments

 

  Three-month period ended June 30, 2021
  Flight transportation Smiles loyalty  program (b) Total reportable segments Eliminations Total consolidated
Revenue          
Passenger (a) 830,965  830,965  56,609  887,574
Cargo and other (a) 84,883  84,883  (11,792) 73,091
Mileage program (a) 164,179  164,179  (96,472) 67,707
Revenue 915,848  164,179  1,080,027  (51,655) 1,028,372
           
Operating costs and expenses          
Salaries, wages and benefits (450,415) (19,585) (470,000) (469,999)
Aircraft fuel (376,187) (376,187) (376,187)
Landing fees (69,689) (69,689) (69,689)
Aircraft, traffic and mileage servicing (161,109) (47,562) (208,671) 16,292  (192,379)
Passenger service expenses (118,574) (118,574) (118,574)
Sales and marketing (39,393) (16,639) (56,032) (2,457) (58,489)
Maintenance, materials and repairs (87,965) (87,965) (87,965)
Depreciation and amortization (288,737) (9,602) (298,339) (298,339)
Other income (expenses), net (165,472) (1,486) (166,958) (42) (167,000)
Total operating costs and expenses (1,757,541) (94,874) (1,852,415) 13,794  (1,838,621)
           
Equity results 30,102  30,102  (30,102)
Operating result before financial result, net and income tax and social contribution (811,591) 69,305  (742,286) (67,963) (810,249)
           
Financial income (expenses)          
Financial income 18,432  22,938  41,370  (21,139) 20,231
Financial expenses (499,712) (279) (499,991) 21,134  (478,857)
Total financial income (expenses) (481,280) 22,659  (458,621) (5) (458,626)
           
Income (loss) before exchange rate variation, net and income tax and social contribution (1,292,871) 91,964  (1,200,907) (67,968) (1,268,875)
           
Exchange rate variation, net 1,933,851  4,694  1,938,545  1,938,545
Income (loss) before income tax and social contribution 640,980  96,658  737,638  (67,968) 669,670
           
Income tax and social contribution 1,933  (26,428) (24,495) 12,860  (11,635)
Net income for the period 642,913  70,230  713,143  (55,108) 658,035
           
Attributable to equity holders of the parent 642,913  55,108  698,021  (55,108) 642,913
Attributable to non-controlling interests of Smiles 15,122  15,122  15,122

 

 

40 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

 

  Three-month period ended June 30, 2020
  Flight transportation Smiles loyalty  program (b) Total reportable segments Eliminations Total consolidated
Revenue          
Passenger (a) 259,088 - 259,088 (15,785) 243,303
Cargo and other (a) 52,579 - 52,579 (17,693) 34,886
Mileage program (a) - 56,558 56,558 23,101 79,659
Revenue 311,667 56,558 368,225 (10,377) 357,848
           
Operating costs and expenses          
Salaries, wages and benefits (224,287) (16,853) (241,140) - (241,140)
Aircraft fuel (135,785) - (135,785) - (135,785)
Landing fees (20,331) - (20,331) - (20,331)
Aircraft, traffic and mileage servicing (125,945) (38,020) (163,965) 23,213 (140,752)
Passenger service expenses (27,183) - (27,183) - (27,183)
Sales and marketing (31,663) (7,830) (39,493) (3,537) (43,030)
Maintenance, materials and repairs (73,746) - (73,746) - (73,746)
Depreciation and amortization (483,160) (7,385) (490,545) - (490,545)
Other income (expenses), net (73,688) (99) (73,787) (9,149) (82,936)
Total operating costs and expenses (1,195,788) (70,187) (1,265,975) 10,527 (1,255,448)
           
Equity results (77) - (77) 77 -
Operating result before financial result, net and income tax and social contribution (884,198) (13,629) (897,827) 227 (897,600)
           
Financial income (expenses)          
Financial income 191,608 21,975 213,583 (17,182) 196,401
Financial expenses (736,781) (1,274) (738,055) 15,298 (722,757)
Total financial income (expenses) (545,173) 20,701 (524,472) (1,884) (526,356)
           
Income (loss) before exchange rate variation, net and income tax and social contribution (1,429,371) 7,072 (1,422,299) (1,657) (1,423,956)
           
Exchange rate variation, net (572,505) 642 (571,863) 1,839 (570,024)
Income (loss) before income tax and social contribution (2,001,876) 7,714 (1,994,162) 182 (1,993,980)
           
Income tax and social contribution 4,963 (8,064) (3,101) - (3,101)
Net income for the period (1,996,913) (350) (1,997,263) 182 (1,997,081)
           
Attributable to equity holders of the parent (1,996,913) (182) (1,997,095) 182 (1,996,913)
Attributable to non-controlling interests of Smiles - (168) (168) - (168)

 

 

 

 

 

 

41 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

  Six-month period ended June 30, 2021
  Flight transportation Smiles loyalty  program (b) Total reportable segments Eliminations Total consolidated
Revenue          
Passenger (a)  2,166,194  -  2,166,194  137,658  2,303,852
Cargo and other (a)  168,014  -  168,014 (17,324)  150,690
Mileage program (a)  -  315,296  315,296 (173,839)  141,457
Revenue  2,334,208  315,296  2,649,504 (53,505)  2,595,999
           
Operating costs and expenses          
Salaries, wages and benefits (893,710) (40,721) (934,431) -   (934,431)
Aircraft fuel (942,315) -   (942,315) -   (942,315)
Landing fees (183,754) -   (183,754) -   (183,754)
Aircraft, traffic and mileage servicing (326,013) (93,612) (419,625) 40,144  (379,481)
Passenger service expenses (226,590) -   (226,590) -   (226,590)
Sales and marketing (86,570) (32,986) (119,556) (5,294) (124,850)
Maintenance, materials and repairs (241,331) -   (241,331) -   (241,331)
Depreciation and amortization (616,723) (17,915) (634,638) -   (634,638)
Other income (expenses), net (259,465) (1,897) (261,362) -   (261,362)
Total operating costs and expenses (3,776,471) (187,131) (3,963,602) 34,850  (3,928,752)
           
Equity results  67,876  -  67,876 (67,876)  -
Operating result before financial result, net and income tax and social contribution (1,374,387)  128,165 (1,246,222) (86,531) (1,332,753)
           
Financial income (expenses)          
Financial income  157,930  42,811  200,741 (37,090)  163,651
Financial expenses (1,083,838) (607) (1,084,445)  37,090 (1,047,355)
Total financial income (expenses) (925,908)  42,204 (883,704)  - (883,704)
           
Income (loss) before exchange rate variation, net and income tax and social contribution (2,300,295)  170,369 (2,129,926) (86,531) (2,216,457)
           
Exchange rate variation, net  398,761  2,544  401,305  -  401,305
Income (loss) before income tax and social contribution (1,901,534)  172,913 (1,728,621) (86,531) (1,815,152)
           
Income tax and social contribution  16,044 (54,976) (38,932)  6,328 (32,604)
Net income (loss) for the period (1,885,490)  117,937 (1,767,553) (80,203) (1,847,756)
           
Attributable to equity holders of the parent (1,885,490)  80,203 (1,805,287) (80,203) (1,885,490)
Attributable to non-controlling interests of Smiles -  37,734  37,734  -  37,734

 

 

 

 

42 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

  Six-month period ended June 30, 2020
  Flight transportation Smiles loyalty  program (b) Total reportable segments Eliminations Total consolidated
Revenue          
Passenger (a) 3,136,765 - 3,136,765 47,871 3,184,636
Cargo and other (a) 170,964 - 170,964 (39,571) 131,393
Mileage program (a) - 227,889 227,889 (38,343) 189,546
Revenue 3,307,729 227,889 3,535,618 (30,043) 3,505,575
           
Operating costs and expenses          
Salaries, wages and benefits (796,056) (40,307) (836,363) -   (836,363)
Aircraft fuel (1,136,923) -   (1,136,923) -   (1,136,923)
Landing fees (222,073) -   (222,073) -   (222,073)
Aircraft, traffic and mileage servicing (288,612) (81,207) (369,819) 55,099  (314,720)
Passenger service expenses (203,224) -   (203,224) -   (203,224)
Sales and marketing (129,965) (27,540) (157,505) (3,537) (161,042)
Maintenance, materials and repairs (218,067) -   (218,067) -   (218,067)
Depreciation and amortization (1,003,699) (14,882) (1,018,581) -   (1,018,581)
Other income (expenses), net 732,307  932  733,239  -   733,239
Total operating costs and expenses (3,266,312) (163,004) (3,429,316) 51,562 (3,377,754)
           
Equity results 43,660 - 43,660 (43,660) -
Operating result before financial result, net and income tax and social contribution 85,077 64,885 149,962 (22,141) 127,821
           
Financial income (expenses)          
Financial income 880,745 44,566 925,311 (30,664) 894,647
Financial expenses (1,740,867) (11,126) (1,751,993) 30,780 (1,721,213)
Total financial income (expenses) (860,122) 33,440 (826,682) 116 (826,566)
           
Income (loss) before exchange rate variation, net and income tax and social contribution (775,045) 98,325 (676,720) (22,025) (698,745)
           
Exchange rate variation, net (3,511,199) (2,130) (3,513,329) (99) (3,513,428)
Income (loss) before income tax and social contribution (4,286,244) 96,195 (4,190,049) (22,124) (4,212,173)
           
Income tax and social contribution 1,062 (40,293) (39,231) (7,286) (46,517)
Net income for the period (4,285,182) 55,902 (4,229,280) (29,410) (4,258,690)
           
Attributable to equity holders of the parent (4,285,182) 29,410 (4,255,772) (29,410) (4,285,182)
Attributable to non-controlling interests of Smiles - 26,492 26,492 - 26,492

 

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

 

In the stand-alone financial statements of the subsidiary Smiles Fidelidade, which represents the segment Smiles loyalty program, and in the information provided to the relevant decision makers, the revenue recognition occurs upon redemption of the miles by the participants. Under the perspective of Smiles Fidelidade, this measurement is appropriate given that this is when the revenue recognition cycle is complete. At this point, Smiles has transferred to its suppliers the obligation to provide services or deliver products to its customers.

 

However, from a consolidated perspective, the revenue recognition cycle related to miles exchanged for flight tickets is only complete when the passengers are effectively transported. Therefore, for purposes of reconciliation with the consolidated assets, liabilities and income and expenses, as well as for purposes of equity method of accounting and for consolidation purposes, the Company performed, in addition to elimination entries, consolidating adjustments to adjust the accounting practices related to Smiles’ revenues. In this case, under consolidated perspective, the mileages that were used to redeem airline tickets are only recognized as revenue when passengers are transported, in accordance with accounting practices and policies adopted by the Company.

 

43 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

31.Commitments

 

On June 30, 2021 and December 31, 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 period considers an estimate of contractual discounts, and corresponds to around R$23,567,598 (R$23,269,198 on December 31, 2020) corresponding to US$4,711,446 on June 30, 2021 (US$4,447,687 on December 31, 2020) and are segregated as follows:

 

  June 30, 2021 December 31, 2020
2022 899,270 -
2023 3,543,090 3,353,702
2024 onwards 19,125,238 19,915,496
Total 23,567,598 23,269,198

 

Of the total commitments presented above, the Company should disburse the amount of R$8,371,226 (corresponding to US$1,673,509 on June 30, 2021) as advances for aircraft acquisition, according to the financial flow below:

 

  June 30, 2021 December 31, 2020
2021 182,092  184,951
2022 1,475,197  1,287,077
2023 2,697,202  2,657,000
2024 onwards 4,016,735  4,186,740
Total 8,371,226 8,315,768

 

The Company leases its entire aircraft fleet through a combination of leases without a purchase option. On June 30, 2021, the total fleet consisted of 127 aircraft.

 

32.Financial instruments and risk management

 

Operational activities expose the Company and its subsidiaries to market risk, credit risk and liquidity risk. These risks can be mitigated by using exchange swap derivatives, futures and options contracts based on oil, U.S. dollar and interest markets.

 

Financial instruments are managed by the Financial Policy Committee (“CPF”) in line with the Risk Management Policy approved by the Risk Policy Committee (“CPR”) and submitted to the Board of Directors.

 

The details regarding how the Company manages risks have been widely presented in the annual financial statements related to the year ended December 31, 2020. Since then, there have been no changes.

 

 

 

 

 

44 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

32.1.Accounting classifications of financial instruments

 

The accounting classifications of the Company’s financial instruments on June 30, 2021 and December 31, 2020 are as follows:

 

  Measured at fair value through profit or loss Amortized cost
  June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020
Assets        
Cash and bank deposits 75,761 428,812 - -
Cash equivalents 684,508 234,018 - -
Short-term investments 23,006 629,335 - -
Restricted cash 313,815 544,607 - -
Trade receivables - - 717,408 739,699
Derivative assets 63,574 128,809 - -
Deposits (a) - - 1,254,320 1,390,890
Other credits and amounts - - 155,420 179,160
         
Liabilities        
Loans and financing (b) 205,838 346,030 10,088,172 9,630,936
Leases - - 7,695,929 7,584,192
Suppliers - - 1,573,180 1,645,194
Derivatives liabilities - 5,297 - -
Other liabilities - - 842,808 618,754
(a)Excludes court deposits, as described in Note 14.
(b)The amounts on June 30, 2021 and December 31, 2020, classified as measured at fair value through profit or loss, are related to the derivative contracted through Exchange Senior Notes.

 

In the period ended June 30, 2021, there was no change in the classification between categories of the financial instruments.

 

45 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

32.2.Derivative and non-derivative financial instruments

 

The Company's derivative financial instruments were recognized as follows in the balance sheet:

 

  Derivatives Non-derivative  
  Fuel Interest rate Foreign curency rate Capped call ESN Revenue hedge Total
Fair value changes              
Derivatives assets (liabilities) on December 31, 2020  34,166  -     1,683  87,663  (346,030)  -     (222,518)
Gains (losses) recognized in income (expenses) - - 635 (21,587) 132,470 - 111,518
Gains (losses) recognized as exchange rate change - - - (2,502) 7,722 - 5,220
Gains (losses) recognized in equity valuation adjustments 96,847 - - - - - 96,847
Receipts during the period (131,013) - (2,318) - - - (133,331)
Derivatives assets (liabilities) on June 30, 2021 - - - 63,574 (205,838) - (142,264)
Derivative assets - - - 63,574 - - 63,574
Loans and financing - - - - (205,838) - (205,838)
               
Changes in the adjustment of equity valuation              
Balance on December 31, 2020  (164,789) (303,207)  -     -     -     (843,080)  (1,311,076)
Fair value adjustments during the period 96,847 - - - - - 96,847
Adjustments of hedge accounting of revenue - - - - - 259,345 259,345
Net reversal to income (expenses) 55,384 3,236 - - - 970 59,590
Balances on June 30, 2021 (12,558) (299,971) - - - (582,765) (895,294)
               
Effects on income (expenses) (55,384) (3,236) 635 (24,089) 140,192 (260,315) (202,197)
Net Revenue - - - - - (150) (150)
Fuel (57,637) - - - - - (57,637)
Financial results 2,253 (3,236) - (21,587) 132,470 - 109,900
Exchange rate variation, net - - 635 (2,502) 7,722 (260,165) (254,310)

 

The Company may adopt hedge accounting for derivatives contracted to hedge cash flow and that qualify for this classification as per IFRS 9 – “Financial Instruments”.

 

On June 30, 2021, the Company adopts cash flow hedge for the interest rate (mainly the Libor interest rates), and for aeronautical fuel protection and future revenue in U.S. Dollars.

 

Cash flow hedges are scheduled for realization and, therefore, reclassification to expense according to the following periods:

 

  2021 2022 2023 2024 2025 onwards
Fuel (1,090) (11,468) - - -
Interest Rate (8,530) (21,297) (26,205) (26,043) (217,896)
Revenue Hedge (20,677) (155,293) (263,645) (143,150) -
Total (30,297) (188,058) (289,850) (169,193) (217,896)

 

46 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

 

32.3.Market risks

 

32.3.1. Fuel

 

The aircraft fuel prices fluctuate due to the volatility of the price of crude oil by product price fluctuations. To mitigate such risks, the Company may use derivative financial instruments. On June 30, 2021, the Company didn’t have derivatives to protect this exposure.

 

32.3.2. Interest rate

 

The Company is mainly exposed to lease transactions indexed to changes in the Libor rate until the aircraft is received. To mitigate such risks, the Company can use derivative financial instruments. On June 30, 2021, the Company didn’t have derivatives to protect against interest rate exposure.

 

On June 30, 2021, the Company held financial investments and loans and financing with different types of fees. Its sensitivity analysis of non-derivative financial instruments examined the impact on annual interest rates only for positions with material amounts on June 30, 2021 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 4.15% 0.08%
Exposure amount (probable scenario) (b) 186,788 (2,867,820)
Remote favorable scenario (-25%) 234 579
Possible favorable scenario (-10%) 94 231
Possible adverse scenario (+10%) (94) (231)
Remote adverse scenario (+25%) (234) (579)
(a)Refers to the sum of the amounts invested and raised in the financial market and indexed to the CDI and Libor rates.
(b)Book balances recorded as of June 30, 2021.

 

32.3.3. Exchange rate

 

Foreign currency risk derives from the possibility of unfavorable fluctuation of foreign currency to which the Company’s liabilities or cash flows are exposed. The Company is mainly exposed to the exchange rate change of the U.S. dollar.

 

47 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

The Company’s foreign currency exposure is summarized below:

 

  June 30, 2021 December 31, 2020
Assets    
Cash, short-term investments and restricted cash 86,180 491,258
Trade receivables 83,376 120,167
Deposits 1,254,320 1,390,890
Derivative assets 63,574 128,809
Total Assets 1,487,450 2,131,124
     
Liabilities    
Loans and financing (9,514,948) (9,132,988)
Leases (7,654,355) (7,536,677)
Suppliers (407,966) (481,001)
Provisions (1,063,514) (1,030,915)
Derivatives liabilities - (5,297)
Total Liabilities (18,640,783) (18,186,878)
     
Exchange rate exposure liabilities (17,153,333) (16,055,754)
     
Commitments not recorded in the statements of financial position    
Future obligations resulting from firm aircraft orders (23,567,598) (23,269,198)
Total (23,567,598) (23,269,198)
     
Total exchange rate exposure R$ (40,720,931) (39,324,952)
Total exchange rate exposure - US$ (8,140,604) (7,567,293)
Exchange rate (R$/US$) 5.0022 5.1967

 

On June 30, 2021, the Company adopted the closing exchange rate of R$5.0022/US$1.00 as a likely scenario. The table below shows the sensitivity analysis and the effect on income (expenses) of exchange rate fluctuations in the exposure amount of the period on June 30, 2021:

 

  Exchange rate Effect on income (expenses)
Net liabilities exposed to the risk of appreciation of the U.S. dollar    
Dollar depreciation (-25%) 3.7517  4,288,333
Dollar depreciation (-10%) 4.5020  1,715,333
Dollar appreciation (+10%) 5.5024  (1,715,333)
Dollar appreciation (+25%) 6.2528  (4,288,333)

 

32.3.4. 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.

 

32.4.Credit risk

 

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 financial investments are deposited with counterparties that have a local minimum investment grade rating in the assessment made by the S&P or Moody's agencies (between AAA and AA-), as established by risk management policies.

 

48 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

Credit limits are set for all customers based on internal credit rating criteria and carrying amounts represent the maximum credit risk exposure. Customer creditworthiness is assessed based on an internal system of extensive credit rating. Outstanding trade receivables are frequently monitored by the Company.

 

Derivative financial instruments are contracted in the over-the-counter market (OTC) with counterparties rated investment grade or higher, or in a commodities and futures exchange (B3 or NYMEX), thus substantially mitigating credit risk. The Company's obligation is to evaluate counterparty risk involved in financial instruments and periodically diversify its exposure.

 

32.5.Liquidity risk

 

The Company is exposed to liquidity risk in two distinct ways: (i) market prices, which vary in accordance with the types of assets and markets where they are traded, and (ii) cash flow liquidity risk related to difficulties in meeting the contracted operating obligations at the maturity dates. In order to manage liquidity risk, the Company invests its funds in liquid assets (government bonds, CDBs and investment funds with daily liquidity) and its Cash Management Policy requires the weighted average maturity of its debt to be longer than the weighted average term of its investment portfolio term.

 

The schedules of financial liabilities held by the Company on June 30, 2021 and December 31, 2020 are as follows:

 

  Less than
6 months
6 to 12 months 1 to 5 years More than
5 years
Total
Loans and financing 1,570,337 202,667 8,460,767 60,239 10,294,010
Leases 1,175,629 689,202 4,295,309 1,535,789 7,695,929
Suppliers 1,562,946 - 10,234 - 1,573,180
Other liabilities 381,582 - 461,227 - 842,809
On June 30, 2021 4,690,494 891,869 13,227,537 1,596,028 20,405,928
           
Loans and financing 2,120,462 232,817 6,804,167 819,520 9,976,966
Leases 647,850 669,158 4,763,614 1,503,570 7,584,192
Suppliers 1,612,536 - 32,658 - 1,645,194
Derivatives liabilities 5,297 - - - 5,297
Others 287,275 - 331,479 - 618,754
On December 31, 2020 4,673,420 901,975 11,931,918 2,323,090 19,830,403

 

32.6.Capital management

 

The Company seeks alternatives to capital in order to meet its operational needs, aiming a capital structure that considers suitable parameters for the financial costs, the maturities of funding and its guarantees. The Company monitors its financial leverage ratio, which corresponds to net indebtedness, including short and long-term loans and financing and leases. The following table shows the financial leverage:

 

  June 30, 2021 December 31, 2020
Total loans and financing 10,294,010 9,976,966
Total leases 7,695,929 7,584,192
 (-) Cash and cash equivalents (760,269) (662,830)
 (-) Short-term investments (23,006) (629,335)
 (-) Restricted cash (313,815) (544,607)
Net indebtedness 16,892,849 15,724,386

 

49 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

33.Non-cash transactions

 

  June 30, 2021 June 30, 2020
Acquisition of Property, plant and equipment through financing (Property, plant and equipment / Loans and financing) - 25,974
Amortization of debt with Restricted cash (Restricted cash / Loans and financing) 198,270 -
Amortization of debt whit deposits (Deposits / Leases payable) (8,126) -
Right of use of flight equipment (Property, plant and equipment / Leases payable) 430,658 131,014
Lease agreement renegotiation (Property, plant and equipment / Leases payable) 47,449 156,424
Actuarial losses of post-employment benefit - 27,287
Back lease (Fixed assets / leases) - (35,316)
Withdrawal risk (Withdrawal risk / loans) - (359,337)
Provision for aircraft return (Property, plant and equipment / Provisions) 10,326 -
Unrealized result of derivatives (right with derivatives / equity valuation adjustment) 415,782 810,199
Capital increase with issuance of shares to non-controlling shareholders 606,839 -
Constitution of capital reserve 744,450 -
Result on the sale of treasury shares 279 -
Transfer of treasury shares 19,834 -

 

50 

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2021

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

 

34.Liabilities from financing activities

 

The changes in the liabilities of the Company’s financing activities are shown below for the period ended June 30, 2021, and 2020:

 

   
        Non-cash transactions   Adjustment to profit  
  Opening balance Net cash generated by (used in) financing activities Net cash used in operating activities Property, plant and equipment acquisition through new agreements and contractual amendment Transaction with non-controlling shareholders and sale/transfer of treasury shares Amortization with related assets Distribution of interim dividends   Exchange rate changes, net Provision for interest and cost amortization Unrealized income (expenses) on derivatives Closing balance
Loans and financing 9,976,966 939,729 (378,944) - - (198,270) -   (373,966) 453,449 (124,954) 10,294,010
Leases 7,584,192 (524,898) 17,794 478,107 - (8,126) -   (296,202) 445,062 - 7,695,929
Dividends and interest on shareholders’ equity to pay (1) 23,139 (260,131) - - - - 236,992   - - - -
Share capital 3,009,436 423,061 - - 606,839 - -   - - - 4,039,336
Shares to be issued 1,180 908 - - - - -   - - - 2,088
Actions in Treasury (62,215) 588 - - 20,113 - -   - - - (41,514)
Capital reserves 207,246 (744,450) 8,547 - 724,337 - -   - -   195,680
                         

 

(1)The amount is recorded in the Other liabilities group, in current liabilities.

 

        Non-cash transactions Adjustment to profit  
  Opening balance Net cash flows (used in) from financing activities Net cash flows used in operating activities Property, plant, and equipment acquisition through financing Forfaiting Gains (losses) recognized in the adjustment of equity valuation Write-offs Exchange rate changes, net Provision for interest and cost amortization Write-offs and contractual amendments Unrealized income (expenses) on derivatives Closing balance
Loans and financing  8,409,841  (250,686) (276,623) 25,974 359,337 - - 2,673,698 351,037 - (409,136) 10,883,442
Leases  6,052,780  (527,902) (4,530) 104,055 - - (120,947) 2,088,048 309,064 156,424 - 8,056,992
Derivatives  (127,119)  21,800 (545,300) - - 810,199 - (20,709) - - 101,228 240,099

 

 

51 
 

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: July 28, 2021

 

 

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

Name: Richard F. Lark, Jr.

Title:   Investor Relations Officer