As filed with the Securities and Exchange Commission on April 11, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 20-F
_______________
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 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)
_________________
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
Leonardo Porciúncula Gomes Pereira
+55 11 5098-7872
Fax: +55 11 5098-2341
E-mail: ri@golnaweb.com.br
Praça Comandante Linneu Gomes, S/N Portaria 3,
Jardim Aeroporto
04626-020 São Paulo, São Paulo
Federative Republic of Brazil
(+55 11 2128-4700)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
___________________________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|
Title of each class: |
Name of each exchange on which registered: |
|
Preferred Shares, without par value |
New York Stock Exchange* |
* Not for trading purposes, but only in connection with the trading on the New York Stock Exchange of American Depositary Shares representing those preferred shares.
___________________________________________
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
___________________________________________
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
7.50% Senior Notes Due 2017
___________________________________________
The number of outstanding shares of each class of stock of Gol Linhas Aéreas Inteligentes S.A. as of December 31, 2011:
137,032,734 Shares of Common Stock
133,357,270 Shares of Preferred Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
If this is an annual or transition report, indicate by check mark if the registrant is not required to file pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
|
Large accelerated Filer x |
Accelerated Filer ¨ |
Non-accelerated Filer ¨ |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
|
U.S. GAAP ¨ |
International Financial Reporting Standards as issued by the International Accounting Standards Board x |
Other ¨ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
ii
Presentation of Financial and Other Data
The consolidated financial statements included in this annual report have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), in reais.
We have translated some of the real amounts contained in this annual report into U.S. dollars. The rate used to translate such amounts in respect of the year ended December 31, 2011 was R$1.876 to US$1.00, which was the commercial rate for the purchase of U.S. dollars in effect on December 31, 2011, as reported by the Central Bank. The U.S. dollar equivalent information presented in this annual report is provided solely for the convenience of investors and should not be construed as implying that the real amounts represent, or could have been or could be converted into, U.S. dollars at the above rate. See “Exchange Rates” for more detailed information regarding the Brazilian foreign exchange system and historical data on the exchange rate of the real against the into U.S. dollars.
In this annual report, we use the terms “the Registrant” to refer to Gol Linhas Aéreas Inteligentes S.A., and “Gol”, “Company”, “we,” “us” and “our” to refer to the Registrant and its consolidated subsidiaries together, except where the context requires otherwise. The term VRG refers to VRG Linhas Aéreas S.A., a wholly owned subsidiary of the Registrant. References to “preferred shares” and “ADSs” refer to non-voting preferred shares of the Registrant and American depositary shares representing those preferred shares, respectively, except where the context requires otherwise.
The operating results of Webjet Linhas Aéreas S.A., or Webjet, are consolidated in our financial statements as from October 3, 2011. See “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Webjet Acquisition.” All information in this annual report reflects the acquisition of Webjet, which is still subject to CADE’s approval, unless otherwise indicated.
The phrase “Brazilian government” refers to the federal government of the Federative Republic of Brazil, and the term “Central Bank” refers to the Banco Central do Brasil, or the Central Bank. The term “Brazil” refers to the Federative Republic of Brazil. The terms “U.S. dollar” and “U.S. dollars” and the symbol “US$” refer to the legal currency of the United States. The terms “real” and “reais” and the symbol “R$” refer to the legal currency of Brazil. “IFRS” refers to the international financial reporting standards issued by the International Accounting Standards Board, or IASB. We make statements in this annual report about our competitive position and market share in, and the market size of, the Brazilian and international airline industry. We have made these statements on the basis of statistics and other information from third party sources, governmental agencies or industry or general publications that we believe are reliable. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, we have not verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications. All industry and market data contained in this annual report is based upon the latest publicly available information as of the date of this annual report.
Certain figures included in this annual report have been rounded. Accordingly, figures shown as totals in certain tables may not be an arithmetic sum of the figures that precede them.
This annual report contains terms relating to operating performance in the airline industry that are defined as follows:
· “Revenue passengers” represents the total number of paying passengers flown on all flight segments.
· “Revenue passenger kilometers” represents the numbers of kilometers flown by revenue passengers.
· “Available seat kilometers” represents the aircraft seating capacity multiplied by the number of kilometers the seats are flown.
· “Load factor” represents the percentage of aircraft seating capacity that is actually utilized (calculated by dividing revenue passenger kilometers by available seat kilometers).
· “Breakeven load factor” is the passenger load factor that will result in passenger revenues being equal to operating expenses.
· “Aircraft utilization” represents the average number of block hours operated per day per aircraft for the total aircraft fleet.
· “Block hours” refers to the elapsed time between an aircraft’s leaving an airport gate and arriving at an airport gate.
· “Yield per passenger kilometer” represents the average amount one passenger pays to fly one kilometer.
· “Passenger revenue per available seat kilometer” represents passenger revenue divided by available seat kilometers.
· “Operating revenue per available seat kilometer” represents operating revenues divided by available seat kilometers.
· “Average stage length” represents the average number of kilometers flown per flight leg.
· “Operating expense per available seat kilometer” represents operating expenses divided by available seat kilometers.
Cautionary Statements about Forward-Looking Statements
This annual report includes forward-looking statements, principally under the captions “Risk Factors,” “Operating and Financial Review and Prospects” and “Business Overview.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this annual report, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:
· general economic, political and business conditions in Brazil and in other South American and Caribbean markets we serve;
· the effects of global financial markets and economic crises;
· management’s expectations and estimates concerning our future financial performance and financing plans and programs;
· our level of fixed obligations;
· our capital expenditure plans;
· our ability to obtain financing on acceptable terms;
· inflation and fluctuations in the exchange rate of the real;
· existing and future governmental regulations, including air traffic capacity controls;
· increases in fuel costs, maintenance costs and insurance premiums;
· changes in market prices, customer demand and preferences and competitive conditions;
· cyclical and seasonal fluctuations in our operating results;
· defects or mechanical problems with our aircraft;
· our ability to successfully implement our strategy;
· developments in the Brazilian civil aviation infrastructure, including air traffic control, airspace and airport infrastructure, and
· the risk factors discussed under “Risk Factors.”
The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, and the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this annual report because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and are not guarantees of future performance.
PART I
ITEM 1. Identity of Directors, Senior Management and Advisors
Not applicable.
ITEM 2. Offer Statistics and Expected Timetable
Not applicable.
ITEM 3. Key Information
A. Selected Financial Data
We present in this section the following summary financial data:
· Summary financial information derived from our audited consolidated financial statements included herein as of and for the years ended December 31, 2011, 2010 and 2009; and
· Summary financial information derived from our audited consolidated financial statements not included herein as of and for the year ended December 31, 2008 and 2007.
The following tables present summary historical consolidated financial and operating data for us for each of the periods indicated. Solely for the convenience of the reader, real amounts as of and for the year ended December 31, 2011 have been translated into U.S. dollars at the commercial market rate in effect on December 31, 2011 as reported by the Central Bank of R$1.876 to US$1.00.
Summary Financial Information
|
|
Year Ended December 31, | |||||
|
|
2007 |
2008 |
2009 |
2010 |
2011 |
2011 |
|
|
(in thousands) | |||||
|
Income Statement Data: |
|
|
|
|
|
|
|
Operating revenues: |
|
|
|
|
|
|
|
Passenger |
R$4,566,691 |
R$5,890,104 |
R$5,306,530 |
R$6,277,657 |
R$6,713,029 |
US$3,578,755 |
|
Cargo and other |
374,293 |
516,089 |
718,852 |
701,790 |
826,279 |
440,494 |
|
Total operating revenues |
4,940,984 |
6,406,193 |
6,025,382 |
6,979,447 |
7,539,308 |
4,019,249 |
|
Operating expenses: |
|
|
|
|
|
|
|
Salaries |
(799,344) |
(983,783) |
(1,100,953) |
(1,252,402) |
(1,560,436) |
(831,878) |
|
Aircraft fuel |
(1,898,840) |
(2,630,834) |
(1,813,104) |
(2,287,410) |
(3,060,665) |
(1,631,658) |
|
Aircraft rent |
(525,785) |
(645,089) |
(650,683) |
(555,662) |
(505,058) |
(269,249) |
|
Sales and marketing |
(367,866) |
(588,735) |
(364,551) |
(367,757) |
(402,568) |
(214,611) |
|
Landing fees |
(273,655) |
(338,370) |
(312,637) |
(331,882) |
(395,249) |
(210,710) |
|
Aircraft and traffic servicing |
(348,732) |
(422,177) |
(381,721) |
(430,521) |
(484,642) |
(258,365) |
|
Maintenance, materials and repairs |
(339,281) |
(388,030) |
(417,212) |
(422,950) |
(434,181) |
(231,464) |
|
Depreciation and amortization |
(62,548) |
(125,127) |
(142,853) |
(281,604) |
(395,807) |
(211,007) |
|
Other operating expenses |
(315,068) |
(372,696) |
(428,376) |
(351,464) |
(633,634) |
(337,794) |
|
Gain on bargain purchase |
- |
- |
- |
- |
88,428 |
47,141 |
|
Total operating expenses |
(4,931,119) |
(6,494,841) |
(5,612,090) |
(6,281,652) |
(7,783,812) |
(4,149,596) |
|
Income (loss) from operations before income (expense) |
9,865 |
(88,648) |
413,292 |
697,795 |
(244,504) |
(130,346) |
|
Interest expense |
(182,618) |
(269,278) |
(288,112) |
(297,256) |
(414,430) |
(220,935) |
|
Financial income (expense), net |
373,636 |
(837,116) |
630,956 |
(14,043) |
(341,484) |
(182,047) |
|
Income (loss) before income taxes and social contribution |
200,883 |
(1,195,042) |
756,136 |
386,496 |
(1,000,418) |
(533,328) |
|
Income taxes |
(33,595) |
(44,305) |
134,696 |
(172,299) |
248,880 |
132,679 |
|
Net income (loss) |
167,288 |
(1,239,347) |
890,832 |
214,197 |
(751,538) |
(400,649) |
|
Basic earnings (loss) per share (1): |
0.842 |
(6.160) |
3.916 |
0.798 |
(2.78) |
(1.48) |
|
Diluted earnings (loss) per share (1): |
0.842 |
(6.160) |
3.914 |
0.796 |
(2.78) |
(1.48) |
|
Weighted average number of outstanding shares in relation to basic earnings (loss) per share (in thousands)(1) |
198,609 |
201,193 |
227,472 |
268,564 |
270,376 |
270,376 |
|
Weighted average number of outstanding shares in relation to diluted earnings (loss) per share (in thousands)(1) |
198,657 |
201,193 |
227,583 |
268,954 |
270,376 |
270,376 |
|
Basic earnings per ADS (1) |
0.842 |
(6.160) |
3.916 |
0,798 |
(2.78) |
(1.48) |
|
Diluted earnings per ADS(1) |
0.842 |
(6.160) |
3.914 |
0,796 |
(2.78) |
(1.48) |
|
Dividends declared per share (net of withheld income tax) (1) |
1.25 |
0.18 |
0.70 |
0.19 |
- |
- |
|
Dividends declared per ADS (net of withheld income tax) (1) |
1.25 |
0.18 |
0.70 |
0.19 |
- |
- |
|
|
As of December 31, | |||||
|
|
2007 |
2008 |
2009 |
2010 |
2011 |
2011 |
|
Balance Sheet Data: |
(in thousands) | |||||
|
Cash and cash equivalents |
R$573,121 |
R$169,330 |
R$1,382,408 |
R$1,955,858 |
R$1,230,287 |
US$655,873 |
|
Short-term investments |
820,343 |
245,585 |
40,444 |
22,606 |
1,009,068 |
537,940 |
|
Trade receivables(2) |
903,061 |
344,927 |
519,308 |
303,054 |
354,134 |
188,791 |
|
Deposits |
641,164 |
731,374 |
855,569 |
715,377 |
630,599 |
336,176 |
|
Total assets |
7,486,412 |
7,131,865 |
8,720,120 |
9,063,847 |
10,655,141 |
5,680,318 |
|
Short-term debt |
891,543 |
967,452 |
591,695 |
346,008 |
1,552,440 |
827,615 |
|
Shareholders’ equity |
2,392,448 |
1,071,608 |
2,609,986 |
2,929,169 |
2,205,911 |
1,175,984 |
|
|
Year Ended December 31, | |||||
|
|
2007 |
2008 |
2009 |
2010 |
2011 |
2011 |
|
Other Financial Data: |
(in thousands except percentages) | |||||
|
Operating margin(3) |
0.02% |
(1.4)% |
6.9% |
10.00% |
(3.2)% |
(3.2)% |
|
Net cash provided by (used in) operating activities |
R$(141,488) |
R$151,700 |
R$457,259 |
R$723,897 |
R$(602,520) |
US$(321,207) |
|
Net cash provided by (used in) investing activities |
(190,339) |
40,650 |
5,422 |
(279,459) |
(469,168) |
(250,116) |
|
Net cash provided by (used in) financing activities |
617,484 |
(611,301) |
769,238 |
139,900 |
354,547 |
189,011 |
Summary Operational Data
|
|
Year Ended December 31 | ||||
|
|
2007 |
2008 |
2009 |
2010(7) |
2011(6) |
|
Operating Data(5): |
|
|
|
|
|
|
Revenue passengers (in thousands) |
23,689 |
25,664 |
28,410 |
32,915 |
36,220 |
|
Revenue passenger kilometers (in millions) |
22,670 |
25,308 |
25,669 |
30,649 |
34,415 |
|
Available seat kilometers (in millions) |
34,349 |
41,107 |
40,355 |
45,937 |
50,127 |
|
Load-factor |
66.0% |
61.6% |
63.6% |
66.7% |
68.7% |
|
Break-even load-factor |
65.9% |
62.5% |
59.2% |
60.0% |
70.9% |
|
Aircraft utilization (block hours per day) |
13.8 |
12.1 |
11.6 |
12.9 |
13.0 |
|
Average fare |
198 |
262 |
191 |
191 |
185 |
|
Yield per passenger kilometer (cents) |
20.1 |
23.3 |
20.7 |
20.5 |
19.5 |
|
Passenger revenue per available seat kilometer (cents) |
13.3 |
14.3 |
13.1 |
13.7 |
13.4 |
|
Operating revenue per available seat kilometer (cents) |
14.4 |
15.6 |
14.9 |
15.2 |
15.0 |
|
Operating expense per available seat kilometer (cents) |
14.4 |
15.8 |
13.9 |
13.7 |
15.5 |
|
Operating expense less fuel expense per available seat kilometer (cents) |
8.9 |
9.4 |
9.4 |
8.7 |
9.4 |
|
Departures |
237,287 |
268,540 |
273.602 |
295,160 |
314,190 |
|
Departures per day |
650 |
736 |
750 |
811 |
861 |
|
Destinations served |
66 |
59 |
59 |
59 |
63 |
|
Average stage length (kilometers) |
960 |
933 |
890 |
907 |
908 |
|
Average number of operating aircraft during period |
88.6 |
106.4 |
108.7 |
112.3 |
133.6 |
|
Full-time equivalent employees at period end |
15,722 |
15,911 |
17.963 |
18,776 |
20,525 |
|
Fuel liters consumed (in thousands) |
1,177,300 |
1,364,719 |
1,291,412 |
1,465,299 |
1,591,917 |
|
Percentage of sales through website during period (4) |
90.0% |
92.4% |
92.4% |
88.1% |
88.4% |
|
Percentage of sales through website and call center during period |
98.9% |
99.2% |
98.7% |
95.1% |
94.5% |
_________
(1) Our preferred shares are not entitled to any fixed dividend preferences, but are instead entitled to receive dividends per share in the same amount of dividends per share paid to holders of our common shares. Consequently, our earnings (loss) per share are computed by dividing income by the weighted average number of all classes of shares outstanding during the year.
(2) Trade and other receivables related to receivables from credit card administrators, travel agencies, installment sales from the Voe Fácil program, cargo agencies and others. These receivables are stated at cost less allowances for doubtful receivables, which approximates their fair value given their short term nature.
(3) Operating margin represents operating income (loss) before financial results divided by operating revenues.
(4) Considering sales through our website and API (application programming interface) systems.
(5) In October 2010, ANAC changed its calculation method for monthly traffic information and republished information for periods since January 2009. All operating data for 2009 and 2010 reflects the new methodology, whereas information for 2007 and 2008 was calculated pursuant to the old methodology and may not be fully comparable. According to ANAC, the changes were designed to align data with the concepts adopted by the International Civil Aviation Organization (ICAO). The change was necessary because Brazil has joined the ICAO’s statistical program and supplies the latter’s database with several industry data. Changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs in international flights, which are now considered to be part of the domestic market. ANAC has stated that it will republish information for 2008 at a later date.
(6) Information regarding revenue passengers, aircraft utilization, average fare, departures, departures per day, average stage length, average number of operating aircraft, fuel liters consumed, percentage of sales through website and percentage of sales through website and call center include data for Webjet as of and including October 1, 2011.
(7) ANAC has published revised available seat kilometers and revenue passenger kilometers data for 2009 and 2010. All operating data for 2009 and 2010 reflects the new DCA manual, whereas information for 2007 and 2008 was calculated pursuant to the manual and may not be fully comparable.
Exchange Rates
Brazil’s foreign exchange system allows the purchase and sale of currency and the international transfer of reais by any person or legal entity, regardless of amount, subject to certain regulatory procedures.
The Brazilian currency has during the last decades experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Most recently, the real was R$1.566 per US$1.00 in August 2008. Primarily as a result of the crisis in the global financial markets, the real depreciated 31.9% against the U.S. dollar and reached R$2.337 per US$1.00, at year end 2008. In 2009 and 2010, the real appreciated against the U.S. dollar and reached R$1.666 per US$1.00 at year end 2010. During 2011 the real depreciated and on December 31, 2011, the exchange rate was R$1.876 per US$1.00.
The Central Bank has intervened occasionally to combat instability in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to allow the real to float freely or will intervene in the exchange rate market through a currency band system or otherwise.
The following tables present the selling rate, expressed in reais to the U.S. dollar (R$/US$), for the periods indicated:
|
|
Period-End |
Average for Period (1) |
Low |
High |
|
|
(reais per U.S. dollar) | |||
|
Year |
|
|
|
|
|
2007 |
1.771 |
1.948 |
1.733 |
2.156 |
|
2008 |
2.337 |
1.836 |
1.559 |
2.500 |
|
2009 |
1.741 |
1.994 |
1.702 |
2.422 |
|
2010 |
1.666 |
1.759 |
1.655 |
1.881 |
|
2011 |
1.876 |
1.675 |
1.535 |
1.902 |
|
2012 (through March 2012) |
1.822 |
1.770 |
1.702 |
1.868 |
|
|
Month-End |
Average for Month (2) |
Low |
High |
|
|
(reais per U.S. dollar) | |||
|
Month |
|
|
|
|
|
October 2011 |
1.688 |
1.767 |
1.688 |
1.880 |
|
November 2011 |
1.811 |
1.790 |
1.727 |
1.894 |
|
December 2011 |
1.876 |
1.837 |
1.783 |
1.876 |
|
January 2012 |
1.739 |
1.790 |
1.739 |
1.868 |
|
February 2012 |
1.709 |
1.718 |
1.702 |
1.738 |
|
March 2012 |
1.822 |
1.795 |
1.715 |
1.833 |
_________
Source: Central Bank
(1) Represents the average of the exchange rates on the last day of each month during the period.
(2) Average of the lowest and highest rates in the month.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
An investment in the ADSs or our preferred shares involves a high degree of risk. You should carefully consider the risks described below before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The trading price of the ADSs could decline due to any of these risks or other factors, and you may lose all or part of your investment. The risks described below are those that we currently believe may materially affect us.
Risks Relating to Brazil
The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazilian political and economic conditions, could adversely affect our business and the trading price of our ADSs and our preferred shares.
The Brazilian government frequently has intervened in the Brazilian economy and occasionally makes significant changes in policy and regulations. The Brazilian government’s actions to control inflation and other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls and limits on imports. Our business, financial condition and results of operations may be adversely affected by changes in policy or regulations at the federal, state or municipal levels involving or affecting factors such as:
· interest rates;
· currency fluctuations;
· inflation;
· liquidity of capital and lending markets;
· tax policies;
· exchange rates and exchange controls and restrictions on remittances abroad, such as those that were briefly imposed in 1989 and early 1990; and
· other political, social and economic developments in or affecting Brazil.
Developments and the perception of risk in other countries, including the United States and emerging market countries, may adversely affect the market price of Brazilian securities, including the ADSs and our preferred shares.
The market value of securities of Brazilian issuers is affected by economic and market conditions in other countries, including the United States, the European Union and emerging market countries. Although economic conditions in those countries may differ significantly from economic conditions in Brazil, investor’s reactions to developments in other countries may have an adverse effect on the market value of securities of Brazilian issuers. Crises in the United States, the European Union or emerging market countries may diminish investor interest in securities of Brazilian issuers, including ours. This could adversely affect the trading price of the ADSs or our preferred shares, and could also make it more difficult for us to access the capital markets and finance our operations in the future on acceptable terms or at all.
Government efforts to combat inflation may hinder the growth of the Brazilian economy and could harm our business.
Brazil has in the past experienced extremely high rates of inflation and has therefore followed monetary policies that have resulted in one of the highest real interest rates in the world. Between 2004 and 2011, the base interest rate (SELIC) in Brazil varied between 19.25% p.a. and 8.75% p.a. Inflation and the Brazilian government’s measures to fight it, principally through the Central Bank, have had and may have significant effects on the Brazilian economy and our business. Tight monetary policies with high interest rates may restrict Brazil’s growth and the availability of credit. Conversely, more lenient government and Central Bank policies and interest rate decreases may trigger increases in inflation, and, consequently, growth volatility and the need for sudden and significant interest rate increases, which could negatively affect our business. In addition, we may not be able to adjust the fares we charge our customers to offset the effects of inflation on our cost structure.
Risks Relating to Us and the Brazilian Airline Industry
Substantial fluctuations in fuel costs or the unavailability of fuel would harm our business.
Historically, international and local fuel prices have been subject to wide price fluctuations based on geopolitical issues and supply and demand. Fuel costs, which at times in 2007 and 2008 were at historically high levels, constitute a significant portion of our total operating expenses, accounting for 39.3% of our operating expenses for the year ended December 31, 2011. Fuel availability is also subject to periods of market surplus and shortage and is affected by demand for both home heating oil and gasoline. In the event of an international or local fuel supply shortage, our fuel prices may increase. Although we enter into hedging arrangements to reduce our exposure to fuel price fluctuations and have historically passed on the majority of fuel price increases by adjusting our fare structure, the price and future availability of fuel cannot be predicted with any degree of certainty. Our hedging activities or the extent of our ability to adjust our fares may not be sufficient to protect us from fuel price increases.
Substantially all of our fuel is supplied by one source, Petrobras Distribuidora S.A. If Petrobras Distribuidora is unable or unwilling to continue to supply fuel to us at the times and in the quantities that we require, our business and results of operations would be adversely affected.
Events resulting from prolonged instability in the Middle East or other oil-producing regions or the suspension of production by any significant producer, may result in substantial price increases, adverse exchange rates, or the unavailability of adequate supplies and adversely affect our profitability. In addition, the same effect may be caused by natural disasters or other large unexpected disrupting events in regions with significant consumption of other energy sources. No assurances can be given about trends in fuel prices, and average fuel prices for the 2012 fiscal year or for future years may be significantly higher than current prices.
The airline industry is particularly sensitive to changes in economic conditions and continued negative economic conditions would likely continue to negatively impact our results of operations and our ability to obtain financing on acceptable terms.
Our operations and the airline industry in general are particularly sensitive to changes in economic conditions. Unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market and increased business operating costs, can reduce spending for both leisure and business travel. Unfavorable economic conditions can also impact our ability to raise fares to counteract increased fuel, labor, and other costs. Any of these factors may negatively impact our results of operations.
Unfavorable economic conditions, a significant decline in demand for air travel, or continued instability of the credit and capital markets could also result in pressure on our debt costs, operating results and financial condition and would affect our growth and investment plans. These factors could also negatively affect our ability to obtain financing on acceptable terms and our liquidity generally.
Exchange rate instability may materially and adversely affect our financial condition and results of operations and the market price of the ADSs and our preferred shares.
The Brazilian currency has during the last decades experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. Most recently, the real was valued as high as R$1.566 per US$1.00 in August 2008. Primarily as a result of the crisis in the global financial markets, the real depreciated 31.9% against the U.S. dollar and reached R$2.337 per US$1.00, at year end 2008. In 2009 and 2010, the real appreciated against the U.S. dollar and reached R$1.666 per US$1.00 at year end 2010. Driven principally by the European financial crisis, during 2011 the real depreciated and on December 31, 2011, the exchange rate was R$1.876 per US$1.00.
Depreciation of the real against the U.S. dollar could create inflationary pressures in Brazil and cause increases in interest rates, which could negatively affect the growth of the Brazilian economy as a whole and harm our financial condition and results of operations, may curtail access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciation of the real against the U.S. dollar can also, as in the context of an economic slowdown, lead to decreased consumer spending, deflationary pressures and reduced growth of the economy as a whole. On the other hand, appreciation of the real relative to the U.S. dollar and other foreign currencies could lead to a deterioration of the Brazilian foreign exchange current accounts, as well as dampen export-driven growth. Depending on the circumstances, either depreciation or appreciation of the real could materially and adversely affect our business, financial condition and results of operations.
Substantially all of our passenger revenue and cargo revenue and temporary investments are denominated in reais, and a significant part of our operating expenses, such as fuel, aircraft and engine maintenance services, aircraft rent payments and aircraft insurance, are denominated in, or linked to, U.S. dollars. We maintain U.S. dollar-denominated deposits and maintenance reserve deposits under the terms of some of our aircraft operating leases. For the year ended December 31, 2011, 51.8% of our operating expenses were either denominated in or linked to the U.S. dollar. In addition, the purchase price of the Boeing 737 Next Generation aircraft for which we had 91 firm purchase orders outstanding as of December 31, 2011, the 10 purchase rights and the 40 Boeing 737 Next Generation aircraft for which we currently have purchase options are denominated in U.S. dollars. At the end of 2011, 70% of our indebtedness was denominated in U.S. dollars. While in the past we have generally adjusted our fares in response to, and to alleviate the effect of, depreciation of the real and increases in the price of jet fuel (which is priced in U.S. dollars) and have entered into hedging arrangements to protect us against the short-term effects of such developments, there can be no assurance we will be able to continue to do so. In addition, there is no effective hedging alternative for medium- and long-term depreciation of the real. To the extent we are unable to adjust our fares or effectively hedge against any such developments, this may lead to a material decrease in our profit margins or to material operating losses caused by increases in U.S. dollar-denominated costs, increases in interest expense or exchange losses on unhedged fixed obligations and indebtedness denominated in foreign currency. We had total U.S. dollar-denominated future operating lease payment obligations of R$2,269,5 million and R$3,511.6 million regarding other U.S. dollar-denominated liabilities and indebtedness at December 31, 2011. We may incur substantial additional amounts of U.S. dollar-denominated operating lease or financial obligations and U.S. dollar-denominated indebtedness and be subject to fuel cost increases linked to the U.S. dollar.
Depreciation of the real also reduces the U.S. dollar value of distributions and dividends on the ADSs and the U.S. dollar equivalent of the market price of our preferred shares and, as a result, the ADSs.
Changes to the Brazilian civil aviation regulatory framework may adversely affect our business and results of operations.
Brazilian aviation authorities monitor and influence the developments in Brazil’s airline market. For example, the National Civil Aviation Agency (Agência Nacional de Aviação Civil), or ANAC, addressed overcapacity by establishing strict criteria that must be met before new routes or additional flight frequencies were awarded. ANAC has more recently set minimum turnaround times. The policies of the ANAC and other aviation supervisory authorities may negatively affect our operations.
The Brazilian congress is currently discussing a draft bill that would replace the current Brazilian Aeronautical Code (Código Brasileiro de Aeronáutica). In general, this draft bill deals with matters related to civil aviation, including airport concessions, consumer protection, limitation of airlines’ civil liability, compulsory insurance, fines and the increase of limits to foreign ownership in voting stock of Brazilian airlines from 20% to 49%. This draft bill is still under discussion in the House of Representatives and, if approved, must be submitted for approval to the Federal Senate, before being sent for presidential approval. If the Brazilian civil aviation framework changes in the future, or ANAC implements increased restrictions, our growth plans, our business and results of operations could be adversely affected. If the limits to foreign ownership in or influence on Brazilian airlines are increased, our current or new competitors may increase their financial strength and may have a competitive advantage over us, which would negatively affect our business and results of operations.
In August 2011 the Brazilian government privatized the new Natal airport, which will have its construction completed and further operation by the winners of the privatization auction. In February 2012, the Brazilian government privatized the Guarulhos, Brasília and Campinas international airports, which will be operated by the winners of the privatization auction for periods of 20 to 30 years, and other airports are expected to be privatized in the near future. Although such measures may serve as a potential positive catalyst to accelerate investments in airport infrastructure, we are unable to foresee the effects of any such measures, especially regarding operational efficiencies and costs, as well as airport and other fees, on our business and results of operations. See “Item 4. Information on the Company – B. Business Overview - Regulation of the Brazilian Civil Aviation Market – Airport Infrastructure.”
Changes to the Brazilian civil aviation regulatory framework may change the competitive dynamics of our industry and may adversely affect our operations, see “−We operate in a highly competitive industry.”
Changes to Brazilian rules regarding slots distribution, fare restrictions and fees associated with civil aviation may adversely affect our business and results of operations.
Current rules regarding slots distribution at Congonhas Airport, which favors us, require that 80% of new slots are assigned to airlines already operating in that airport. New proposed rules, which are under public hearing, may reduce that percentage. If there is a change in the rule regarding slots redistribution we could be negatively affected by higher competition in this airport from new competitors.
In 2010 ANAC approved the deregulation of international airfares for flights departing from Brazil to the U.S. and Europe, gradually removing the prior minimum fares. In addition, in 2010 the National Civil Aviation Council (Conselho de Aviação Civil), or CONAC, approved the continuity of bilateral agreements providing for open skies policies with other South American countries and a new open skies policy with the United States. In March, 2011 Brazil also signed an open skies agreement with Europe. The agreements with the United States and Europe are expected to be in operation by 2015 and 2014, respectively. These regulations increase competition in the market and may negatively affect our results of operation.
Until 2010, landing and navigation fees charged in Brazilian airports were similar in all airports independent of whether they were busy or not. In 2011, the Brazilian government increased landing and navigation fees at the busiest airports as compared to less busy airports and at peak hours. As a result, secondary hubs and off-peak flights may benefit in light of the differences in fees for the airlines that choose to operate in these airports or times. Changes in landing, navigation or other fees have in the past and may continue to increase our CASK, lower our efficiency and profitability and may provide other market players with a cost or operational advantage.
Technical and operational problems in the Brazilian civil aviation infrastructure, including air traffic control systems, airspace and airport infrastructure may have a material adverse effect on our business, our results of operations and our strategy.
We are dependent on improvements in the coordination and development of Brazilian airspace control and airport infrastructure, which, mainly due to the large growth in civil aviation in Brazil in recent years, require substantial improvements and government investments. This is further emphasized by the need for additional infrastructure investments in the context of the Soccer Confederations Cup (2013) and World Cup (2014) and the Summer Olympics (2016) in Brazil. Infraero has announced a list of investments in major Brazilian airports of approximately R$7.1 billion to be implemented between 2011 and 2014.
If the measures taken and investments made by the Brazilian government and regulatory authorities do not prove sufficient or effective, air traffic control, airspace management and sector coordination-related difficulties might reoccur or worsen, which might have a material adverse effect on our business, our results of operations and our growth strategy.
Slots at Congonhas Airport in São Paulo, the most important airport for our operations, are fully utilized. The Santos-Dumont airport in Rio de Janeiro, a highly utilized airport with half-hourly shuttle flights between São Paulo and Rio de Janeiro, has certain slot restrictions. Several other Brazilian airports, for example the Brasília, Campinas, Salvador, Confins and São Paulo (Guarulhos) international airports, have limited the number of slots per day due to infrastructural limitations at these airports. Any condition that would prevent or delay our access to airports or routes that are vital to our strategy, or our inability to maintain our existing slots, and obtain additional slots, could materially adversely affect our operations. In addition, we cannot assure that any investments will be made by the Brazilian government in the Brazilian aviation infrastructure to permit a capacity increase at busy airports and consequently additional concessions for new slots to airlines.
We operate in a highly competitive industry.
We face intense competition on domestic routes in Brazil from existing scheduled airlines and charter airlines and potential new entrants in our market. In addition to competition among scheduled airline companies and charter operators, the Brazilian airline industry faces competition from ground transportation alternatives, such as interstate buses. We may also face competition from international airlines as they introduce and expand flights between Brazil, other South American and Caribbean destinations.
Our existing competitors or potential new entrants into the markets in which we operate may be financially stronger than us. They have in the past and may again undercut our fares, increase capacity on their routes in an effort to increase their market share or attempt to conduct low-fare or low-cost airline operations of their own, emulating our strategy. In any such event, we cannot assure you that our level of fares or passenger traffic would not be adversely affected and would not have an adverse impact on our business and results of operations or that our competitive advantage would not be reduced.
Further consolidation in the Brazilian and global airline industry framework may adversely affect our business and results of operations.
As a result of the competitive environment there may be further consolidation in the Brazilian and global airline industry, whether by means of acquisitions, joint ventures, partnerships or strategic alliances. We cannot predict the effects of further consolidation on the industry. To the extent we act as consolidators, we may not be able to successfully integrate the business and operations of companies acquired, governmental approvals may be delayed, costs of integration and fleet renovation may be greater than anticipated and synergies may not meet our expectations, our costs may increase and our operational efficiency may be reduced, all of which would negatively affect our business and results of operations and may distract our management.
In the event we do not act as a consolidator our competitors may increase their scale, diversity and financial strength and may have a competitive advantage over us, which would negatively affect our business and results of operations. Consolidation in the airline industry and changes in international alliances will continue to affect the competitive landscape in the industry and may result in the formation of airlines and alliances with increased financial resources, more extensive global networks and reduced cost structures.
We have significant recurring aircraft lease costs, and we will incur significantly more fixed costs that could hinder our ability to meet our strategic goals.
We have significant costs, relating primarily to leases for our aircraft and engines. As of December 31, 2011, we had commitments of R$15,780 million to purchase additional Boeing 737-800 Next Generation aircraft, based on aircraft list prices, although the actual price payable by us for the aircraft will be lower due to supplier discounts. As of December 31, 2011, we had R$4,655.7 million in short- and long-term indebtedness, excluding our perpetual bonds in the amount of R$335.8 million. We expect that we will incur additional fixed obligations and debt as we take delivery of the new aircraft and other equipment to implement our strategy.
Having significant fixed payment obligations could:
· limit our ability to obtain additional financing to support expansion plans and for working capital and other purposes;
· divert substantial cash flow from our operations to service our fixed obligations under aircraft operating leases and aircraft purchase commitments;
· if interest rates increase, require us to incur significantly more lease or interest expense than we currently do; and
· limit our ability to plan for or react to changes in our business and the airline industry and to general economic conditions.
Our ability to make scheduled payments on our fixed obligations, including indebtedness we will incur, will depend on our operating performance and cash flow, which will in turn depend on prevailing economic and political conditions and financial, competitive, regulatory, business and other factors, many of which are beyond our control. In addition, our ability to raise our fares to compensate for an increase in our fixed costs may be adversely affected by any imposition of fare control mechanisms by the Brazilian civil aviation authorities.
Agreements on a common approach between export credit agencies of the United States and the European Union on offering export credits for commercial aircraft are likely to increase our aircraft financing costs.
In 2010, the Export-Import Bank of the United States (“Ex-Im Bank”) agreed on a common approach with European export-credit agencies on offering export credits for commercial aircraft. Among other things, the new Sector Understanding on Export Credits for Civil Aircraft (the “ASU”) sets forth minimum guarantee premium rates applicable to aircraft to be delivered on or after January 1, 2013, or under firm contracts entered into after December 31, 2010 and also changes the maximum amount that may be financed. While subject to modification, the exposure fees paid by us on applicable aircraft are likely to increase. The amount of any such increase will depend upon the credit risk assigned to us by the participating export-agencies pursuant to the protocols of the ASU. In addition, we will no longer be able to finance the amortization payments of loans guaranteed by Ex-Im Bank with SOAR loan facilities. These developments are likely to increase our financing costs and may negatively affect our results of operation and our credit rating, which would further negatively affect our financing costs.
We may have to use our cash resources to finance a portion of our firm purchase order aircraft. We may not have sufficient cash resources to do so.
We currently finance our aircraft principally through operating leases. As a result of our 91 firm purchase orders for Boeing 737-800 Next Generation aircraft outstanding as of December 31, 2011, we expect to own a larger portion of our fleet as well as continue to lease aircraft through principally long-term operating leases. The firm purchase orders represent a significant financial commitment for us. We have in recent years financed and intend to continue financing our new Boeing 737-800 NG aircraft with a commitment we received from the Ex-Im Bank providing guarantees covering 85% of the aggregate purchase price for the firm purchase order aircraft. While we expect that the guaranty from the Ex-Im Bank will help us in obtaining low-cost financing for the purchase of the firm purchase order aircraft, we may be required to use our own cash resources for the remaining 15% of the aggregate purchase price for the firm purchase order aircraft. As of December 31, 2011, we had R$2,348.5 million of cash, cash equivalents, short-term investments in overnight deposits and deposit certificates of highly-rated Brazilian banks and marketable securities, mainly Brazilian government bonds and short- and long-term restricted cash. If the value or liquidity of these investments were to decrease, or we do not have sufficient cash resources, we may be required to modify our aircraft acquisition plans or to incur higher than anticipated financing costs, which would have an adverse impact on the execution of our strategy and business and could have an adverse impact on our results.
We rely on one supplier for our aircraft and engines.
One of the key elements of our current business strategy is to save costs by operating a standardized aircraft fleet. After extensive research and analysis, we chose the Boeing 737-700/800 Next Generation aircraft and CFM 56-7B engines from CFM International. We expect to continue to rely on Boeing and CFM International into the foreseeable future. If either Boeing or CFM International were unable to perform its contractual obligations, we would have to find another supplier for a similar type of aircraft or engines.
If we had to lease or purchase aircraft from another supplier, we could lose the benefits we derive from our current fleet composition. We cannot assure you that any replacement aircraft would have the same operating advantages as the Boeing 737-700/800 Next Generation aircraft or that we could lease or purchase engines that would be as reliable and efficient as the CFM engines. We may also incur substantial transition costs, including costs associated with retraining our employees, replacing our manuals and adapting our facilities, to the extent that such costs would not be covered by the alternate supplier. Our operations could also be disrupted by the failure or inability of Boeing or CFM International to provide sufficient parts or related support services on a timely basis.
Our business would also be significantly harmed if a design defect or mechanical problem with the Boeing 737-700/800 Next Generation aircraft or the CFM engines used on our aircraft were discovered, causing our aircraft to be grounded while any such defect or problem is being corrected, assuming it could be corrected at all. The use of our aircraft could be suspended or restricted by the ANAC in the event of any actual or perceived mechanical, design or other problems while the ANAC conducts an investigation. Our business would also be significantly harmed if the public avoids flying on our aircraft due to an adverse perception of the Boeing 737-700/800 Next Generation aircraft or the CFM engines because of safety concerns or other problems, whether real or perceived, or in the event of an accident involving Boeing 737-700/800 Next Generation aircraft or the CFM engines.
When Boeing or CFM release new aircraft or engines to replace the Boeing 737-700/800 Next Generation aircraft or the CFM engines used on our aircraft the market value of our aircraft and engines may decrease, which would negatively affect the value of our assets and could result in us recording impairment charges. In addition, if other manufacturers release new aircraft that is more appealing to the market or customers, we may be forced to deviate from our one-aircraft fleet policy, thereby losing the benefits of operating only one type of aircraft, which could also reduce the market value of aircraft and would adversely affect our operational costs and results of operation.
We rely heavily on automated systems to operate our business, and any failure of these systems could harm our business.
We depend on automated systems to operate our business, including our computerized airline ticket sales system, our telecommunication systems, our scheduling system and our website. Our website and ticket sales system must be able to accommodate a high volume of traffic and deliver important flight information. Substantial or repeated website, ticket sales, scheduling or telecommunication systems failures could reduce the attractiveness of our services and could cause our customers to purchase tickets from another airline. Any disruption in these systems could result in the loss of important data, increase our expenses and generally harm our business.
We rely on maintaining a high daily aircraft utilization rate to increase our revenues and reduce our costs.
One of the key elements of our business strategy is to maintain a high daily aircraft utilization rate. High daily aircraft utilization allows us to generate more revenue from our aircraft and dilute our fixed costs, and is achieved in part by operating with quick turnaround times at airports so we can fly more hours on average in a day. Our rate of aircraft utilization could be adversely affected by a number of different factors that are beyond our control, including, among others, air traffic and airport congestion, adverse weather conditions and delays by third-party service providers relating to matters such as fueling and ground handling.
Temporary or permanent shortages of skilled labor, or mismanagement of our scheduling systems, could disrupt our business.
Our business depends significantly upon the availability of skilled labor, including hiring, training and retaining qualified pilots, co-pilots and other key employees. We may not be able to compete for skilled labor with airlines in other growing markets, or domestically and may be unable to hire or retain pilots and other key crew members. Training a pilot requires many years of extensive flight hours, including a significant amount of hours in flight simulators. If our pilots or key crew members leave our company, we may not be able to find suitable replacements, losing our investment in training and increasing the probability of disruptions in our business caused by shortages of skilled labor.
In addition, restrictions on flight hours for our pilots and crew members or mismanagement of our scheduling systems in light of our high daily aircraft utilization rate may cause temporary shortages of skilled labor and could disrupt our business, harm our reputation and adversely affect our results of operation.
Our flights are subject to seasonality and this may increase volatility and affect our results of operation.
Revenues and profits from our flights reach their highest levels during the Brazilian summer and winter vacation periods, in January and July, respectively, and during the last two weeks of December, during the holiday season. Therefore the first and fourth quarters of each year are the most relevant in terms of passengers transported. In light of our high proportion of fixed costs, this seasonality tends to cause variations in our operational income from quarter to quarter and may increase volatility and affect our results of operation.
Certain of our debt agreements contain financial covenants and any default under such debt agreements may have a material adverse effect on our financial condition and cash flows.
Certain of our existing debt agreements contain restrictions and covenants and require the maintenance or satisfaction of specified financial ratios and tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control and we cannot assure that we will meet those tests, especially given the lower yield environment in which the industry currently operates. Failure to meet or satisfy any of these covenants, financial ratios or financial tests could result in an event of default under these and other agreements, as a result of cross-default provisions. If we are unable to comply with our debt covenants, we could be forced to seek waivers. We cannot guarantee that we will be successful in obtaining any waivers or renewing existing waivers. As of December 31, 2011, we were not in compliance with certain financial covenants under our debentures in the amount of R$1,088.4 million and our IFC loan. In March 2012, the Company received waivers through June 2012 from the debenture holders (Bank of Brazil and Bradesco). If we are unable to renew these and/or receive other waivers, a large portion of our debt could be subject to acceleration. While we believe such eventuality to be remote, should it come to pass, we may need to renegotiate, restructure or refinance our indebtedness, seek additional equity capital or sell assets, which may materially and adversely affect us.
Our reputation, financial results and the market price of our ADSs and preferred shares could be harmed by events out of our control
Accidents or incidents involving our aircraft could involve significant claims by injured passengers and others, as well as significant costs related to the repair or replacement of a damaged aircraft and its temporary or permanent loss from service. We are required by ANAC and lessors of our aircraft under our operating lease agreements to carry liability insurance. Although we believe we currently maintain liability insurance in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate and we may be forced to bear substantial losses in the event of an accident. Substantial claims resulting from an accident in excess of our related insurance coverage would harm our business and financial results. Moreover, any aircraft accident or incident involving our aircraft, even if fully insured, or an accident or incident involving Boeing 737 Next Generation aircraft or the aircraft of any major airline could cause negative public perceptions about us or the air transport system, which would harm our business and results of operations as well as the market price of our ADSs and preferred shares.
We may also be affected by other events that affect travel behavior, such as the potential of epidemics or acts of terrorism. These events are out of our control and may affect us even if occurring in markets where we do not operate and/or in connection with other airlines. For example, in the second quarter of 2009 an outbreak of the H1N1 virus had an adverse impact on global air travel and on our operations to and from Argentina. In addition, in the past there have been concerns about outbreaks or potential outbreaks of other diseases, such as avian flu and Severe Acute Respiratory Syndrome, or SARS, which had an adverse impact on global air travel. Any outbreak of a disease that affects travel behavior could have a material adverse impact on us and the trading price of shares of companies in the worldwide airline industry, including our ADRs and preferred shares. Outbreaks of disease could also result in quarantines of our personnel or an inability to access facilities or our aircraft, which could adversely affect our operations.
Natural disasters may affect and disrupt our operations. For example, in 2011, a volcanic eruption in Chile had a prolonged adverse effect on air travel, halting flights in, Argentina, Chile, Uruguay and the southern part of Brazil for several days. As a result, our operations to and from these regions were temporarily disrupted, including certain aircraft being grounded in the affected regions. Any natural disaster that affects air travel in the regions in which we operate could have a material adverse impact on our business and results of operation.
Our ability to use tax loss carryforwards to offset future taxable income is subject to limitation.
As of December 31, 2011, we had reported approximately R$2.1 billion of tax loss carryforward and negative basis of social contribution mainly as a result of the acquisition of VRG in 2007 and Webjet in 2011 and accumulated losses. Under Brazilian tax laws we may only use our tax loss carryforward to offset taxes payable up to 30% of the taxable profit for each year. Thus, despite having balance tax loss carryforward we may have to pay higher taxes in case we reach the compensation limits for any given year that we are entitled to use under Brazilian tax laws.
Our controlling shareholder has the ability to direct our business and affairs and its interests could conflict with yours.
Our controlling shareholder has the power to, among other things, elect a majority of our directors and determine the outcome of any action requiring shareholder approval, including transactions with related parties, corporate reorganizations, dispositions, and the timing and payment of any future dividends, subject to minimum dividend payment requirements imposed under Law No. 6,404 of December 15, 1976, as amended, or the Brazilian corporation law. Although you are entitled to tag-along rights in connection with a change of control of our company and you will have specific protections in connection with transactions between our controlling shareholder and related parties, our controlling shareholder may have an interest in pursuing acquisitions, dispositions, financings or similar transactions that could conflict with your interests as a holder of the ADSs or our preferred shares.
Risks Relating to the ADSs and Our Preferred Shares
The relative volatility and illiquidity of the Brazilian securities markets, and securities issued by airlines in particular, may substantially limit your ability to sell the preferred shares underlying the ADSs at the price and time you desire.
Investing in securities that trade in emerging markets, such as Brazil, often involves greater risk than investing in securities of issuers in the United States, and such investments are generally considered to be more speculative in nature. The Brazilian securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States. Accordingly, although you are entitled to withdraw the preferred shares underlying the ADSs from the depositary at any time, your ability to sell the preferred shares underlying the ADSs at a price and time at which you wish to do so may be substantially limited. There is also significantly greater concentration in the Brazilian securities market than in major securities markets in the United States. The ten largest companies in terms of market capitalization represented 53.1% of the aggregate market capitalization of the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias & Futuros (“BM&FBOVESPA”) as of December 31, 2011. The top ten stocks in terms of trading volume accounted for 49.7%, 49.7% and 53.6% of all shares traded on the BM&FBOVESPA in 2009, 2010 and 2011, respectively.
In addition, the trading price of shares of companies in the worldwide airline industry are relatively volatile and investors’ perception of the market value of these shares, including our ADSs and preferred shares, may also be negatively impacted with additional volatility and decreases in the price of our ADSs and preferred shares.
Holders of the ADSs and our preferred shares may not receive any dividends.
According to our by-laws, we must pay our shareholders at least 25% of our annual net income as dividends, as determined and adjusted under Brazilian corporation law. This adjusted income may be capitalized, used to absorb losses or otherwise appropriated as allowed under the Brazilian corporation law and may not be available to be paid as dividends. We may not pay dividends to our shareholders in any particular fiscal year if our board of directors determines that such distributions would be inadvisable in view of our financial condition.
If you surrender your ADSs and withdraw preferred shares, you risk losing the ability to remit foreign currency abroad and certain Brazilian tax advantages.
As an ADS holder, you benefit from the electronic foreign capital registration obtained by the custodian for our preferred shares underlying the ADSs in Brazil, which permits the custodian to convert dividends and other distributions with respect to the preferred shares into non-Brazilian currency and remit the proceeds abroad. If you surrender your ADSs and withdraw preferred shares, you will be entitled to continue to rely on the custodian’s electronic foreign capital registration for only five business days from the date of withdrawal. Thereafter, upon the disposition of or distributions relating to the preferred shares, you will not be able to remit abroad non-Brazilian currency unless you obtain your own electronic foreign capital registration.
If you attempt to obtain your own electronic foreign capital registration, you may incur expenses or suffer delays in the application process, which could delay your ability to receive dividends or distributions relating to our preferred shares or the return of your capital in a timely manner. The depositary’s electronic foreign capital registration may also be adversely affected by future legislative changes.
Holders of ADSs may be unable to exercise preemptive rights with respect to our preferred shares.
We may not be able to offer our preferred shares to U.S. holders of ADSs pursuant to preemptive rights granted to holders of our preferred shares in connection with any future issuance of our preferred shares unless a registration statement under the Securities Act is effective with respect to such preferred shares and preemptive rights, or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement relating to preemptive rights with respect to our preferred shares, and we cannot assure you that we will file any such registration statement. If such a registration statement is not filed and an exemption from registration does not exist, Citibank, N.A., as depositary, will attempt to sell the preemptive rights, and you will be entitled to receive the proceeds of such sale. However, these preemptive rights will expire if the depositary does not sell them, and U.S. holders of ADSs will not realize any value from the granting of such preemptive rights.
ITEM 4. Information on the Company
A. History and Development of the Company
General
The Registrant was formed on March 12, 2004 as a sociedade por ações, a stock corporation duly incorporated under the laws of Brazil with unlimited duration. The Registrant’s material assets consist of the shares of VRG, three offshore finance subsidiaries, cash and cash equivalents and short-term investments. The Registrant owns all of VRG’s shares, except for shares held by members of VRG’s boards of directors for eligibility purposes. Our principal executive offices are located at Praça Comandante Linneu Gomes, S/N, Portaria 3, Jardim Aeroporto, CEP: 04626-020, São Paulo, SP, Brazil, and our general telephone number is +55 11 2128-4000. The telephone number of our investor relations department is +55 11 2128-4700. Our website address is www.voegol.com.br. Investor information can be found on our website www.voegol.com.br/ir. Information contained on our website is not incorporated by reference in, and shall not be considered a part of, this annual report.
Capital Expenditures
For a description of our capital expenditures, see below “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
B. Business Overview
We are one of the largest low-cost low-fare airlines in the world, according to IATA, in terms of passengers transported in 2011, and the largest low-cost low-fare airline in Latin America providing frequent service on routes connecting all of Brazil’s major cities and from Brazil to major cities in South America and selected tourist destinations in the Caribbean. With our young and standardized operating fleet of 123 GOL Boeing 737-700/800 and 24 Webjet Boeing 737-300 aircraft, we serve the most comprehensive network of any airline in the Brazilian air passenger transportation market.
Since the beginning of our operations in 2001, our affordable, reliable and simple service and our focus on markets that were either underserved or did not have a lower-fare alternative have led to a strong awareness of our brand and a rapid increase in our market share. We were the first company to successfully introduce low-cost carrier industry practices and technologies in Latin America. We have a diversified revenue base, with customers ranging from business passengers to leisure passengers traveling throughout Brazil, other South American and Caribbean destinations. Our strategy is to increase the size of the market by attracting new passengers as well as to diversify our revenue portfolio through our consolidated flight network, a modern aircraft fleet, targeted marketing and our loyalty program Smiles (one of the largest loyalty programs in Latin America with more than 8.2 million members and more than 180 partners), a variety of attractive ancillary businesses such as our air cargo services (Gollog), and through a variety of payment mechanisms designed to make the purchase of our tickets easier for customers in lower income classes. Passenger transportation revenues represented 89% and ancillary revenues (cargo and other) represented 11% of our net revenues of R$7,539.3 billion in 2011.
As of March 31, 2012, we offered approximately 900 daily flights to 63 destinations connecting the most important cities in Brazil as well as key destinations in Argentina, Barbados, Bolivia, Chile, Paraguay, Uruguay, Venezuela and the Caribbean region. As of March 31, 2011, Webjet offered approximately 1,000 weekly flights to 16 Brazilian cities. We strategically focus on the Brazilian and South American markets, and will continue to carefully evaluate opportunities to continue growing by increasing the frequency of flights to our existing high-demand markets and adding new routes in these markets (for example, in the Caribbean region), all of which can be reached with our Boeing 737 Next Generation (NG) aircraft.
Our Competitive Strengths
We Have a Strong Market Position Based on Slots at the Most Important Airports in Brazil. Since the VRG acquisition, we have been the carrier with the most flights connecting the busiest airports in Brazil: Congonhas and Guarulhos (São Paulo), Santos Dumont and Galeão (Rio de Janeiro), Juscelino Kubitschek (Brasília), Confins (Belo Horizonte) Salvador (Bahia), Porto Alegre (Rio Grande do Sul), Recife (Pernambuco) and Curitiba (Paraná). Routes between these airports are among the most profitable routes in our markets, with strong yields achieved mostly from business travelers.
We Keep Our Operating Costs Low. Our operating expense per available seat kilometer (CASK) ex-fuel for the year ended December 31, 2011 was R$9.4 cents. We believe that our CASK for the year ended December 31, 2011, adjusted for the average number of kilometers flown per flight, or adjusted by stage length, was over the year the lowest in the domestic market and among Latin American low-cost carriers, based upon our analysis of data collected from publicly available information. Our business model is based on innovation and best practices adopted to improve our operating efficiency, including:
· Operation of a young and standardized fleet. At December 31, 2011, our operating fleet of 123 GOL Boeing 737-700/800 aircraft and 24 Webjet Boeing 737-300 was one of Latin America’s largest and youngest fleets, with an average age of 7.0 and 18.0 years, respectively. We plan to continue keeping our operating fleet exclusively comprised of Boeing 737-800 and 737-700 NG aircraft. Having a standardized fleet reduces inventory costs, as it requires fewer spare parts, and reduces the need to train our pilots to operate different types of aircraft. It also simplifies our maintenance and operations processes.
· State of the art maintenance. We carry out heavy maintenance on our Boeing 737 aircraft internally at our IOSA (IATA Operational Safety Audit) certified Aircraft Maintenance Center at the Tancredo Neves International Airport located in Confins, in the State of Minas Gerais. With our system of phased maintenance for our Boeing NG 737-700 and 737-800 aircraft fleet, we are able to perform maintenance work every day without sacrificing aircraft revenue time, and schedule preventive maintenance with more regularity and around the utilization of our aircraft, which further dilutes fixed costs.
We Have a Strong Liquidity and Cash Position. We believe that a strong liquidity and cash position is key to our success. Our strong balance sheet increases our capacity to establish partnerships, negotiate with suppliers and to mitigate impacts of financial markets volatility on our results, to strengthen our financial resilience and to ensure the execution of our growth strategy. We have a strong cash position (composed by cash and cash equivalents, current and non-current restricted cash and short term investments) which as of December 31, 2011 represented 31.1% of our last twelve months’ operating revenues. We are also committed to not having any significant financial debt (excluding finance leases) coming due within any three-year horizon. In this view we believe that a stronger cash position, combined with our operating cash flow generation will further improve our operating flexibility in order to allow us to rapidly respond to market changes.
We Stimulate Demand for Our Service. We believe that through our differentiated services we create demand for air travel services. We identify and stimulate demand among both business and leisure passengers for air travel that is safe, convenient, simple and a reasonably priced alternative to traditional air, bus and car travel. By combining low fares with simple and reliable service, we have successfully improved our brand awareness, product quality, punctuality and regularity as well as strengthened customer loyalty and are attracting new groups of air travelers in our markets. We estimate that, on average, approximately 5% to 10% of the customers on our flights are either first-time flyers or have not flown for more than a year.
We Have Strong Brand Recognition. We believe that the Gol brand has become synonymous with innovation and value in the airline industry. Our customers identify Gol as being safe, accessible, friendly, fair, intelligent and reliable and distinguish Gol in Brazil’s domestic airline industry on the basis of its modern and simplified approach to air travel services. Our Smiles and Gollog brands and our website provide valuable customer recognition in various businesses and create a tool for brand diversification for us. Our Varig brand is widely known in the Brazilian and Latin American markets in which we operate.
We Have One of the Largest Loyalty Programs in Latin America. Since the VRG acquisition, we have a loyalty program (Smiles), which is available to all our passengers and which we consider a strong relationship tool. The Smiles loyalty program serves as a source of revenue for us, as it enables us to sell miles directly to corporate clients for marketing purposes or utilize them for co-branded credit cards. It supports partnerships with more than 180 partners, including hotel chains, car rental companies, restaurants, insurance companies, publishers and schools and also forms the basis for partnerships with some of Brazil and South America’s largest banks and credit card companies. The Smiles loyalty program had over 8.2 million members at December 31, 2011.
We Are One of the Largest E-commerce Companies in Brazil. Our effective use of technology helps us to keep our costs low and our operations highly scalable and efficient. We seek to keep our distribution channels streamlined and convenient so as to allow our customers to interact with us via the Internet. In 2011, we booked 88.5% of our ticket sales through a combination of our website and application programming interface, or API, systems, 6.0% through our call center and 5.5% through Global Distribution System, or GDS. In addition, our customers can check in online and through web-enabled cell phones. As a result of our emphasis on low-cost distribution channels, in 2011 we were one of the largest e-commerce companies in Brazil and Latin America, with R$7.0 billion in net ticket sales through the internet, more than any other airline and publicly-held e-commerce company in Brazil. Our platform also has strong traffic statistics, with more than five million visitors per month. We enjoy significant cost savings associated with automated ticket sales, which also makes the selection of travel options more convenient for our customers.
We Have High Corporate Governance Standards and Proven Management. Our corporate governance practices go beyond those of most issuers in the transportation industry and emerging markets issuers. We have four independent board members, including the chairman of our board of directors. We will also have one board member who wil be nominated by Delta Air Lines Inc., or Delta, pursuant to our partnership agreement. Our top managers have broad experience in many sectors of the Brazilian economy, including air and ground transportation, telecommunications and home appliances and consumer products. This experience has helped us to develop the most effective elements of our low-cost model and we expect will help us to further penetrate the Brazilian middle class and to generate ancillary revenues.
Our Strategies
Our strategy is to capitalize on our competitive advantages while further strengthening our financial resilience, based on four main strategic pillars: increase passenger revenue, expand ancillary revenues, further reduce costs and improve our financial resilience. In order to implement our strategies we intend to:
Capitalize on Our Strong Market Position in Brazil and Latin America. We intend to capitalize on our strong market position, with our widespread brand recognition, the greatest number of routes and highest frequencies between the most important airports in Brazil, our consolidated flight network and our Smiles loyalty program, to increase penetration across all segments of travelers. We will focus on Brazilian operations and selected South American destinations that are, or we expect to become, profitable and fit into our flight network. In addition, we believe that the airline industry may experience further consolidation in the future and therefore partnerships and alliances are key success factors. In this environment we intend to play a leading role and strengthen our position as a long-term player.
Improve Operating Efficiency and Financial Resilience. Continuing to reduce our operating expense per available seat kilometer is key to increased profitability. We aim to maintain our position as one of the lowest cost airlines in the world. We intend to further reduce the average age of our fuel-efficient fleet, while optimizing the size of our fleet to ensure high utilization rates. In 2011, our aircraft utilization rate was 13.0 block-hours per day, compared to 12.9 block-hours per day in 2010 and 11.6 block-hours per day in 2009.
We seek to reduce our operating expense per available seat kilometer by using our aircraft efficiently, concentrating on minimizing our turnaround times at airports and maintaining a high number of daily flights per aircraft. We will continue to utilize technological innovations wherever possible to reduce our distribution costs and improve our operating efficiency. We expect to benefit from economies of scale and reduce our average cost per available seat kilometer as we add aircraft to an established and efficient operating infrastructure.
We have a strong balance sheet and we seek to continuously set financial targets in order to further improve our financial resilience to support our growth strategy. We currently seek to maintain a cash position equivalent to more than 25% of our net revenues recorded in the trailing twelve-month period, and to extend our financial commitments, avoiding significant debt maturities in a three-year range.
Expand Our Customer Base. In planning the growth of our business, we will continue to select our routes and build the frequency of our service based on the extent and type of demand in the areas we serve in Brazil, South America, and the Caribbean. We are committed to providing air travel to a wide range of travelers. We will continue to popularize air travel, making low-fare flights more accessible to a larger portion of the population, including all types of business travelers, through the following measures:
· Stimulating Demand. Our widely available service is designed to popularize air travel and stimulate demand, particularly from fare-conscious leisure travelers and small-to mid-size business travelers who might otherwise use alternative forms of transportation or not travel at all. The Brazilian middle class has grown significantly in the last few years, from 66 million in 2003 to 105 million in December 2011, according to Fundação Getúlio Vargas, or FGV, and the Brazilian Geographical and Statistical Institute (Instituto Brasileiro de Geografia e Estatística), or IBGE.
· Expanding our network. We will continue to carefully evaluate opportunities to meet demand for leisure travel by offering more seats at lower fares for advance purchases, expanding flight frequencies on existing routes and adding additional routes that contribute to our network and for which we perceive a market demand primarily in Brazil. In addition, by offering flights to selected South American and Caribbean destinations with connections integrated in our network, we will create opportunities for incremental traffic, feeding our network and increasing our overall load factor and supporting our strategy of expanding our network and stimulating demand for our services.
· Overhubbing. We estimate that between 40% and 45% of our passengers are connecting to other flights operated by us and, as a result, we may expand our network by creating new direct flights between two given cities, avoiding the need to connect through a third city. This may also help us to increase our flights and the number of passengers we transport despite current limitations on slot availability in Brazil’s busiest airports.
· Increasing market penetration. In March 2011, we launched three small and low cost points of sale under the Voe Gol brand in main bus and subways terminals (Itaquera, Sé and Luz) allowing customers to not only buy tickets, but also to change and cancel their reservations and obtain information, with full customer support. In 2011, we opened 3 more stores under the Voe GOL brand in São Paulo and launched 4 more kiosks at main bus and subway terminals across Brazil: Tatuapé (São Paulo), Central do Brasil (Rio de Janeiro), Estação Mercado (Porto Alegre) and Piedade (Salvador).
Expand our partnerships. We believe we have the best platform to expand our customer base in the markets in which we operate through partnerships. We intend to strengthen our existing partnerships and build new ones with large international airlines in the form of code-share arrangements to further increase our international feeder network, load factors and profitability. We also seek to evaluate partnerships with financial institutions, retail chain-stores, car rental and insurance companies. We believe that these agreements will generate passenger and ancillary revenues by feeding our route network and strengthening the Smiles loyalty program. In December 2010, we entered into a strategic MRO (maintenance, repair and operations) partnership agreement with Delta Air Lines, Inc., or Delta, to be performed by Delta TechOps, the maintenance division of Delta. Delta TechOps will provide certain engine overhaul, aircraft maintenance and maintenance consulting services and will also assist us with our efforts to secure FAA (Federal Aviation Administration) certification for our maintenance center. We will assist Delta with certain line maintenance services for Delta aircraft with extended ground time in Brazil. By the end of 2011 we had 71 interline agreements and 7 code-share agreements. We have code-share agreements with: Delta Airlines, Iberia, KLM, Air France, Qatar Airways, Copa Airlines and American Airlines.
Further Innovate, Establish and Increase Our Ancillary Revenue Businesses. Our ancillary revenues are derived from Gollog, ticket change fees, excess baggage charges and other incidental services. We expect further growth in these businesses, which will provide us with additional revenue at low incremental cost by:
· Focusing on express delivery services. Through Gollog, our cargo transportation service, we make efficient use of extra capacity in our aircraft by carrying cargo. With a comprehensive service portfolio, express delivery accounted for approximately 25% of our cargo revenue in 2011.
· Continuously innovating and introducing new businesses to the Brazilian market. We have a strong track record of innovation and introduction of new business practices in Brazil. For example, in June 2009, we introduced the sale of beverages and food on board (buy on board) in Brazil, generating ancillary revenue without increasing our cost structure or fare price, and we were the first airline in Brazil to allow passengers to check-in entirely by mobile phone and the first to permit check-in on domestic flights via iPhone for passengers without checked baggage, simplifying customers’ traveling.
Routes and Schedules
Our operating model is a highly integrated, multiple-hub route network that is different from the point-to-point model used by other low-cost carriers worldwide. The high level of integration of flights at selected airports permits us to offer frequent, non-stop flights at low fares between Brazil’s most important economic centers and ample interconnections through our network linking city pairs through a combination of two or more flights with little connecting or stop-over time. Our network also allows us to increase our load factors on our strongest city pair routes by using the airports in those cities to connect our customers to their final destinations. This strategy increases our load factor by attracting customers traveling to secondary markets who prefer to pay lower fares even if this means making one or more stops before reaching their final destination. Between 40.0% and 45.0% of our passengers connect or fly through one or more destinations before reaching their final travel destination. Our operating model allows us to build our flight routes to add destinations to cities that would not, individually, be economically viable to serve in the traditional point-to-point model, but that are feasible to serve when simply added as additional points on our multiple-stop route network. We do this by offering low-fare, off-peak, minimum stay or night (red-eye) flights to lower-traffic destinations, which can be the first or last stops on our routes, allowing us to increase our aircraft utilization and generate additional revenues. By offering international flights to South American and Caribbean destinations, and with stops integrated in our network, we create opportunities for incremental traffic, feeding our network and increasing our overall load factor and our competitive advantage and supporting our strategy of expanding our network and stimulating demand for our services.
We have been increasing the number of flights to and through the major Brazilian airports and prudently adding more routes to Caribbean destinations, which we expect to give us additional growth opportunities in the Brazilian and international markets. In addition, we consider expanding to potential new destinations in Latin America in regions with medium density, represented by airports with a population of up to 1 million within a 200 km radius.
As of March 2012, we offered over 900 daily flights to 63 destinations connecting the most important cities in Brazil as well as the main destinations in Argentina, Barbados, Bolivia, Chile, Paraguay, Uruguay, Venezuela and the Caribbean Region.
Services
Passenger Transportation
We recognize that we must offer excellent services to our corporate and leisure customers. We pay particular attention to the details that help to make for a pleasant, complication-free flying experience, including:
· ticketless travel;
· convenient on-line sales, check-in, seat assignment and flight change and cancellation services;
· high frequency of flights between Brazil’s most important airports;
· low cancellation and high on time performance rates of our flights;
· online flight status service;
· web-enabled cell phone ticket sales and check-in;
· self check-in at kiosks at designated airports;
· designated female lavatories;
· friendly and efficient in-flight service;
· modern aircraft interiors;
· quick turnaround times at airport gates;
· free or discounted shuttle services between airports and drop-off zones on certain routes;
· buy on board services on certain flights;
· mobile check-in and boarding pass (100% paperless boarding); and
· iPhone application for check-in, electronic boarding pass and Smiles account management.
· in-flight entertainment (GOL no ar) through passengers’ personal communications devices.
We seek to achieve punctual operations, which are of primary importance to our customers. According to our internal data, which are corrected for delays out of our control and pre-advised changes in flight schedules, our average punctuality rate for 2011 was 87.2%, as compared to 88.9% in 2010.
We experience greater passenger demand during the summer and winter vacation periods, in January and July, respectively, and during the last two weeks of December, during the holidays season.
Generally, the revenues from and profitability of our flights reach their highest levels during the January (summer) and July (winter) vacation periods and in the final two weeks of December during the Christmas holiday season. The week during which the annual Carnival celebrations take place in Brazil is generally accompanied by a decrease in load factors. Given our high proportion of fixed costs, this seasonality is likely to cause our results of operations to vary from quarter to quarter.
Smiles Loyalty Program.
We have a loyalty program (Smiles), which we consider as a strong relationship tool and which is available to all our passengers. We intend to increase the Smiles penetration through creating marketing initiatives and additional benefits to our customers (e.g., double miles promotions and the launch of several miles redemption options, allowing our customers to use part of their miles to complete the payment) increasing and establishing partnerships with affiliated credit cards or using services and products at partner establishments. There are four tiers in our Smiles program (Diamond, Gold, Silver and Blue) and qualification for a particular tier is based on the miles flown. The Smiles program serves as a source of revenue for us, since we can sell miles directly to corporate clients for marketing purposes or utilize them for co-branded credit cards. It maintains partnerships with hotel chains, car rental companies, restaurants, insurance companies, publishers and schools and also maintains a partnership with some of Brazil and South America’s largest banks and credit card companies. We expect that, through these partnerships, our customers could use their miles accumulated under the Smiles program to fly to international destinations in North America, Europe and Asia. In 2010, we implemented the technological platform using the Oracle Siebel system which allows us to link the loyalty programs of the companies with which we have partnerships and also optimizing control of miles issued. The Smiles program had over 8.2 million members and more than 180 partners at the end of 2011.
Ancillary Revenues and Gollog Cargo Transportation
Ancillary revenues includes revenues from our Gollog services as well as baggage excess and ticket change fees, buy on board and travel insurance revenues are an increasingly important part of our revenues. The further development and growth of our Gollog services is part of our strategy.
We are constantly evaluating opportunities to generate additional ancillary revenues such as sales of travel insurance, marketing activities and other services which may help us to better capitalize on the large number of passengers on our flights and the high volumes of customers using our website.
We plan to integrate the Smiles and Gollog platforms into our air travel portal to further provide convenience and simplicity to our customers.
We make efficient use of extra capacity in the stronghold of our aircraft by carrying cargo, through our cargo transport service – Gollog. Gollog’s success is the result of the unique service we offer to the market: the Electronic Air Waybill that can be completed via the Internet. The Gollog system provides online access to air waybills and allows customers to track their shipment from any computer with Internet access. Our 63 destinations throughout Brazil, South America and the Caribbean provide access to multiple locations in the region. With our capacity of approximately 900 daily flights, operated by 123 Boeing 737-700/800 aircraft, in addition to a fleet of 269 vehicles, we can guarantee quick and reliable delivery. Packages are shipped in the freight hold of our passenger aircraft.
Our express delivery products – Gollog VOO CERTO, Gollog EXPRESS, Gollog DEZ HORAS and Gollog DOC – were developed to meet the growing demand for door-to-door deliveries, defined deadlines and additional optional services. We intend to intensify our efforts in the express delivery services by further strengthening our logistics capability, mainly by expanding our ground distribution network and further intensifying our commercial efforts.
Aircraft Fleet
On December 31, 2011 we had an operational fleet of 147 operational aircraft and a total fleet of 150.
The following table sets forth the composition of our fleet at the dates indicated:
|
|
At December 31, | ||
|
Operating Fleet |
Seats(1) |
2010 |
2011 |
|
B737-300(1) |
141 |
- |
24 |
|
B737-700 NG |
144 |
40 |
42 |
|
B737-800 NG |
177 |
15 |
20 |
|
B737-800 NG Short-Field Performance |
187 |
55 |
61 |
|
B767-300/200 |
218 |
4 |
- |
|
Sub Total |
– |
114 |
147 |
|
|
At December 31, | ||
|
Non-Operating Fleet |
Seats(1) |
2010 |
2011 |
|
B737-300(1) |
141 |
3 |
- |
|
B737-700 NG |
144 |
2 |
- |
|
B737-800 NG |
177 |
4 |
- |
|
B767-300/200(2) |
218 |
2 |
3 |
|
Sub Total |
- |
11 |
3 |
|
Total |
- |
125 |
150 |
(1) All B737-300 aircraft result from the acquisition of Webjet. Two of these aircraft were undergoing routine maintenance on December 31, 2011.
(2) Two B767-300/200 aircraft were in the final process of being transferred to Delta Airlines and a third 767 aircraft is sub-leased to a U.S. airline.
In 2011, we announced the delivery of the first Next Generation 737-800 equipped with the new Sky Interior standard. In line with our strategy of combining the renovation of our fleet with disciplined growth in our seat supply, we concluded the following initiatives in 2011: We received nine aircraft based on lease contracts (six finance lease contracts and three operating lease contracts), excluding the addition of Webjet’s fleet. In the same period, we returned eight aircraft: (i) four Boeing 737-300 aircraft (grounded and in the final stages of return as of December 31, 2011) ; (ii) three Boeing 767-300 aircraft; and (iii) one Boeing 737-700.
As of December 31, 2011, of our total 150 aircraft: 99 were under operating leases, 45 were under finance leases and 6 were owned by us. Webjet’s leased aircraft are scheduled to be returned between 2012 and 2013.
The average age of our operating fleet of 123 Boeing 737-700/800 aircraft for GOL and 24 Boeing 737-300 for Webjet as of December 31, 2011, was 7.0 years and 18.0 years, respectively. The average daily utilization rate of our operating fleet in 2011 was 13.0 block hours (12.9 block hours in 2010).
Each Boeing 737 aircraft in our fleet is powered by two CFM International Model CFM 56-7B22 engines or two CFM International Model CFM 56-7B24 engines. All Boeing 737-800 NG Short-Field Performance are equipped with an upgrade thrust plug in each engine, which allows it to operate as a CFM 56-7B27/B3 engine with 27.000 lbs.
The following table sets forth our year-end projected operating fleet through 2016:
|
Operating Fleet Plan |
2012 |
2013 |
2014 |
2015 |
2016 |
|
B737-700 NG |
38 |
32 |
35 |
32 |
30 |
|
B737-800 NG * |
89 |
103 |
113 |
113 |
124 |
|
Total |
127 |
135 |
148 |
145 |
154 |
* Includes SFP aircraft (Short Field Performance)
We will revise this fleet plan according to our expectations for the growth potential in the markets in which we operate.
The Boeing 737-700 Next Generation and Boeing 737-800 Next Generation aircraft currently comprising our fleet are fuel-efficient and very reliable. They suit our cost efficient operations well for the following reasons:
· they have comparatively standardized maintenance routines;
· they require just one type of standardized training for our crews;
· they use an average of 7% less fuel than other aircraft of comparable size, according to Boeing; and
· they have one of the lowest operating costs in their class.
In addition to being cost-efficient, the Boeing 737-700/800 Next Generation aircraft are equipped with advanced technology that promotes flight stability, providing a more comfortable flying experience for our customers. We use a single type of aircraft to preserve the simplicity of our operations. As a result, the introduction of any new aircraft type to our fleet will only be done if, after careful consideration, we determine that such a step will reduce our operating costs. Most of our leased Boeing 737-800 Next Generation aircraft are equipped with blended winglets and all Boeing 737-800 Next Generation aircraft from our purchase order will be equipped with winglets, which reduce our fuel and maintenance costs. Our experience with the new winglets has shown operating fuel consumption reductions from 3% to 5%. In addition, the winglets improve airplane performance during take-off and landing on short runways. The new Boeing 737-800 NG aircraft will be delivered with short-field performance (SFP) with technical modifications that we expect to significantly improve flight performance, the ability to operate non-stop flights, reduce noise during take-off and to enable us to fly with our Boeing 737-800 Next Generation aircraft to the airport of Santos Dumont in Rio de Janeiro, an important link to the most important routes in Brazil.
At the end of 2011, we leased 99 of our 150 aircraft under operating lease agreements that have an average remaining term of 42 months. We believe that leasing our aircraft fleet under operating leases provides us with flexibility to adjust our fleet size. We make monthly rental payments, some of which are based on floating rates. We but are not required to make termination payments at the end of our leases. Under our operating lease agreements, we do not have purchase options and for some of our lease agreements we are required to maintain maintenance reserve deposits and to return the aircraft and engine in the agreed condition at the end of the lease term. Title to the aircraft remains with the lessor. We are responsible for the maintenance, servicing, insurance, repair and overhaul of the aircraft during the term of the lease. As of December 31, 2011, our operating leases had terms of up to 149 months from the date of delivery of the relevant aircraft.
At the end of 2011, we had 45 aircraft acquired under our firm purchase order with Boeing under finance lease arrangements that had an average remaining term of 105 months.
Sales and Distribution
Our customers can purchase tickets directly from us through a number of different channels, such as our website including our Booking Web Services (BWS), our call center, at airport ticket counters and, to a lesser extent, GDS.
Our low cost low fare business model utilizes website ticket sales as its main distribution channel especially in the local market. For the year ended December 31, 2011, 88.5% of our passenger revenues, whether directly to the customer or through travel agents, were booked via the Internet, making us one of the worldwide industry leaders in this area. In the same period, 6.0% of our passenger revenues were booked through call centers, airport sales counters, and our BWS and 5.5% of our total sales were made through the GDS, respectively.
Our customers can purchase tickets indirectly through travel agents, who are a widely-used travel service resource in Brazil and South America, Europe, North America and other regions. For the year ended December 31, 2011, travel agents provide us with more than 10,000 distribution outlets throughout these regions.
GDSs allows us access to a large number of tourism professionals who are able to sell our tickets to customers throughout the globe, and enables us to enter into interline agreements with other airlines to offer more flights and connection options to our passengers and add incremental international passenger traffic, especially to our international network.
On October 21, 2009 we became an issuer of cards for Universal Air Travel Plan, or UATP, a payment network owned and operated by several foreign airlines. UATP allows us access to a payment network with lower costs than those offered by credit cards and other means of payment. In addition, as an UATP card issuer we are able to maintain a closer relationship with our corporate customers.
Partnerships and Alliances
General
Our strong market positioning enables us to successfully negotiate a number of arranged partnerships with supplementary major carriers worldwide, mostly in the form of code share agreements and interline agreements. Strategically, the additional passenger inflows generated from those partnerships aim to improve revenues at low incremental costs.
At December 31, 2011, we had code share agreements with American Airlines, Delta, Iberia, Air France, KLM, Copa Airlines and Qatar Airways. The code share agreement with American Airlines expires in August 2012. We have a frequent flyer tie between our Smiles program and the code share partners enabling travelers to accrue and redeem miles between our Smiles and each of the partners (however, the partnerships are not integrated among themselves). In addition, passengers are able to connect with Gol operated flights within Brazil, marketed as a code-share partner flight. We intend to enter into similar agreements with other long haul airlines serving or intending to serve Brazil.
At December 31, 2011 we had interline agreements with 71 airlines, including Korean Airlines, Emirates Airlines, Avianca, Continental Airlines, Japan Airlines, TAP Air Portugal, and others. An interline agreement is a commercial agreement between individual airlines to handle passengers traveling on itineraries that require multiple airlines and allow its customers to utilize a single ticket, and to check their baggage through to the customers final destination. Interline agreements differ from code sharing agreements in that code sharing agreements usually refer to numbering a flight with the airline’s code (abbreviation) even though the flight is operated by another airline. This provides for better marketing and customer recognition of the links between the airlines.
In February 2011, we entered into a strategic MRO (maintenance, repair and operations) partnership agreement with Delta TechOps, the maintenance division of Delta, which will provide overhaul service for approximately 50 percent of our CFM 56-7 engines, maintenance for parts and components on our fleet of Boeing 737NG aircraft and also, consulting services related to maintenance workflow planning, materials and facility optimization and tooling support. Delta TechOps will also assist us with our efforts to secure the FAA (Federal Aviation Administration) Certification. In addition, we will assist Delta with certain line maintenance services for Delta aircraft with extended ground time in Brazil.
An important element of our business strategy is to cater to the corporate client. To further develop our business relationship with our corporate customers, we have entered into partnerships with hotel chains, rental car service and insurance providers to offer our corporate customers the convenience of the combination of transportation and accommodation arrangements.
Delta Investment and Commercial Agreements
On December 7, 2011 our controlling shareholder and Delta entered into an investment agreement providing for the sale of 8,300,455 preferred shares in the form of ADSs owned by our controlling shareholder to Delta at a price per share equivalent to R$22.00, or the Delta Investment. Our controlling shareholder used the entire net proceeds from the sale of preferred shares to Delta to subscribe for new common and preferred shares in a rights offering issued by us at the same price per share paid by Delta. The capital increase is still subjected to approval by our board of directors.
Our controlling shareholder further agreed to elect a Delta representative to our board of directors as long as Delta holds at least 50% of the ADSs acquired in the investment, among other conditions. Delta agreed, for a period of 12 months, not to sell the acquired ADSs (lockup) and not to acquire any further Gol shares, including in the form of ADSs (standstill), without our consent.
In the context of the Delta Investment, we entered into a long-term commercial agreement with Delta that included exclusivity provisions designed to strengthen the operational cooperation and synergies between the two companies, including:
· an increase in the scope of the code-share agreement (flight sharing), subject to the relevant approvals, allowing Delta to use its code for more GOL flights in Brazil, the Caribbean and South America, and GOL to add its code to Delta’s flights between Brazil and the United States, and from the U.S. to other destinations, thereby increasing the number of flight options for clients of both airlines and expanding our geographical reach;
· the optimization of connecting services in order to increase the attractiveness of the companies joint services, facilitating flight connections and cargo and passenger movement among the nearly 400 destinations in over 70 countries served by GOL and Delta;
· the increase in passenger comfort by aligning services and benefits for members of both the Smiles and SkyMiles mileage programs;
· joint commercial and promotional activities, encouraging both airlines’ sales forces to cooperate in Brazil, the United States and, eventually, in other countries;
· the exploration of synergies in passenger services, maintenance, VIP lounges and logistical support;
· the transfer of the lease of the two remaining Boeing 767 aircraft in our fleet and their spare parts to Delta.
Pricing
Brazilian airlines are permitted to establish their own domestic fares without previous government approval. Airlines are free to offer price discounts or follow other promotion activities. Airlines must submit, 30 days after the end of each month, a file containing fares sold and quantity of passengers for each fare amount, for all markets. This file lists regular fares and excludes all contracted, corporate and private fares. The objective is to monitor the average market prices. The procedure same applies for international fares. The only difference is that all fares sold for interline itineraries are also excluded from the file sent to ANAC.
Yield Management
Yield management involves the use of historical data and statistical forecasting models to produce knowledge about our markets and guidance on how to compete to maximize our operating revenues. Yield management forms the backbone of our revenue generation strategy and is strongly linked to our route and schedule planning and our sales and distribution methods. Our yield management practices enable us to react quickly in response to market changes. For example, our yield management systems are instrumental in helping us to identify the flight times and routes for which we offer promotions. By offering lower fares for seats that our yield management indicates would otherwise remain unsold, we capture additional revenue and also stimulate customer demand.
Maintenance
According to ANAC regulation, we are directly responsible for the execution and control of all maintenance services performed on our aircraft. The maintenance performed on our aircraft can be divided into two general categories: line and heavy maintenance. Line maintenance consists of routine, scheduled maintenance checks on our aircraft, including pre-flight, daily and overnight checks and any diagnostics and routine repairs. All of our line maintenance is performed by our own highly experienced technicians at our line maintenance service bases throughout Brazil and South America. We believe that our practice of performing daily preventative maintenance helps to maintain a high aircraft utilization rate and reduces maintenance costs. Heavy maintenance consists of more complex inspections and servicing of the aircraft that cannot be accomplished overnight. Heavy maintenance checks are performed following a pre-scheduled agenda of major overhauls defined by the aircraft’s manufacturer, based on the number of hours and flights flown by the aircraft. Our continued high aircraft utilization rate will result in shorter periods of time between heavy maintenance checks for our aircraft in comparison to carriers with lower aircraft utilization rates. In addition, engine maintenance services are rendered in different MRO (Maintenance, Repair and Operations) facilities. We do not believe that our high aircraft utilization rate will necessarily result in the need to make more frequent repairs to our aircraft, given the durability of the aircraft type in our fleet. Our aircraft are covered by warranties that have an average term of three to five years. The warranties on the aircraft we received in 2011 under our firm purchase order with Boeing will start expiring in 2015.
We internalized heavy maintenance on our Boeing 737 aircraft in our Aircraft Maintenance Center at the Tancredo Neves International Airport in Confins, in the State of Minas Gerais. We use this facility for airframe heavy checks, line maintenance, aircraft painting and aircraft interior refurbishment. We have three hangars in our Aircraft Maintenance Center, with a capacity to perform maintenance on 120 aircraft per year, and we have room to build more hangars in the future if needed.
With our system of phased maintenance for our Boeing Next Generation 737-700 and 737-800 aircraft fleet, we are able to perform maintenance work every day without sacrificing aircraft revenue time and to schedule preventive maintenance with more regularity and around the utilization of our aircraft, which helps to maintain high levels of block hours per day and reduces costs. We are one of the few airlines in the world that takes full advantage of the Boeing 737 Next Generation phased maintenance philosophy, supported by extensive investments we made in human resources, material, tools and equipment.
We have also entered into a strategic MRO (maintenance, repair and operations) partnership agreement with Delta TechOps, the maintenance division of Delta, in order to provide overhaul service for approximately 50 percent of our CFM 56-7 engines, maintenance for parts and components on our fleet of Boeing 737 NG aircraft and also, consulting services related to maintenance workflow planning, materials and facility optimization and tooling support. Delta TechOps will also assist us with our efforts to secure FAA (Federal Aviation Administration) Certification. In addition, we will assist Delta with certain line maintenance services for Delta aircraft with extended ground time in Brazil.
We have been certified by the ANAC under the Brazilian Aeronautical Certification Regulations to perform heavy maintenance services for third parties. We expect to utilize this certification, a potential source for ancillary revenues, now that the construction of an additional maintenance facility has been completed.
Fuel and Hedge
Our fuel costs totaled R$3,060.7 million in 2011, representing 39.3% of our operating expenses for the year. In 2011, we purchased substantially all of our fuel from Petrobras Distribuidora S.A., a retail subsidiary of Petrobras, principally under an into-plane contract under which the supplier supplies fuel and also fills our aircraft tanks. In 2011, fuel prices under our contracts were re-set every 30 days and were composed of a variable and a fixed component. The variable component is defined by the refinery and follows international crude oil price fluctuations and the real/U.S. dollar exchange rate. The fixed component is a spread charged by the supplier and is usually a fixed cost per liter during the term of the contract. We currently operate a tankering program under which we fill the fuel tanks of our aircraft in regions where fuel prices are lower. We also provide our pilots with training in fuel management techniques, such as carefully selecting flight altitudes to optimize fuel efficiency.
Fuel costs are extremely volatile, as they are subject to many global economic and geopolitical factors that we can neither control nor accurately predict. Because international prices for jet fuel are denominated in U.S. dollars, our fuel costs, though payable in reais, are subject not only to price fluctuations but also to exchange rate fluctuations. We maintain a fuel hedging program, based upon policies which define volume, price targets and instruments, under which we enter into fuel and currency hedging agreements with various counterparties providing for price protection in connection with the purchase of fuel. Our hedging positions cover short-term periods, and are adjusted weekly or more frequently as conditions require. Our hedging practices are executed by our internal risk management committee and overseen by the risk policies committee of our board of directors. The risk policies committee of our board of directors meets quarterly or more often, if called, and its main responsibilities are to assess the effectiveness of our hedging policies, recommend amendments when and where appropriate and establish its views regarding fuel price trends. We use risk management instruments that have a high correlation with the underlying assets so as to reduce our exposure. We require that all of our risk management instruments be liquid so as to allow us to make position adjustments and have prices that are widely disclosed. We also avoid concentration of credit and product risk. We have not otherwise entered into arrangements to guarantee our supply of fuel and we cannot provide assurance that our hedging program is sufficient to protect us against significant increases in the price of fuel.
As of December 31, 2011, we had hedged 34% on average for our projected fuel requirements for 2012. We also have an interest hedge program and we had hedge 58% of our anticipated aircraft finance leases to be contracted in 2012 and 2013. The fuel hedge is based on call options, swap and collar contracts, and the financial financing hedges are based on forward swap contracts.
The following chart summarizes our fuel consumption and costs for the periods indicated:
|
|
Year Ended December 31, | |
|
|
2010 |
2011 |
|
Liters consumed (in thousands) |
1,465,299 |
1,591,917 |
|
Total cost (in thousands) |
R$ 2,287,410 |
R$3,060,665 |
|
Average price per liter |
R$1.56 |
R$1.92 |
|
% change in price per liter |
11.5% |
23.2% |
|
Percent of operating expenses |
36.4% |
39.3% |
We continuously invest in initiatives to reduce fuel consumption. Between 2008 and 2011 we reduced our fuel consumption per flight hour from 2.91 to 2.80. For example, we started using Aircraft Communications Addressing and Reporting System, or ACARS, in 2010. ACARS is a system that permits real-time digital transmission, via satellite, of important flight data between aircraft and our bases, allowing routes and flight times to be automatically updated. We had installed ACARS in 44 aircraft by the end of 2011. We decided to increase ACARS coverage and create the CCD (Digital Communications Center) within the Operational Control area, which started operating in May 2011. The Center is responsible for monitoring aircraft in real time, as well as streamlining operations and managing various flight data. We also started using GPS Landing System in January 2010 and we expect to have the system implemented in all our fleet by the end of 2014. This system reduces fuel consumption during take-off and landing, increases precision and safety.
Safety and Security
Our most important priority is the safety of our passengers and employees. We maintain our aircraft in strict accordance with manufacturer specifications and all applicable safety regulations, and perform routine line maintenance every day. Our pilots have extensive experience, with flight captains having more than 10,000 hours of career flight time, and we conduct ongoing courses, extensive flight simulation training and seminars addressing the latest developments in safety and security issues. We closely follow the standards established by the Air Accident Prevention Program of the ANAC and we have installed the Flight Operations Quality Assurance System, which maximizes proactive prevention of incidents through the systematic analysis of the flight data recorder system. All of our aircraft are also equipped with Maintenance Operations Quality Assurance, a troubleshooting program that monitors performance and aircraft engine trends. The Brazilian civil aviation market follows the highest recognized safety standards in the world. We are also an active member of the Flight Safety Foundation, a foundation for the exchange of information about flight safety. In June 2009, we created the office of Safety Officer which reports directly to our board of directors and whose main goal is to oversee flight safety and report directly to our highest management level.
Environmental Sustainability
In 2010, we prepared, for the first time, an Annual Sustainability Report based on Global Reporting Initiative (GRI) guidelines, an international standard for reporting economic, social and environmental performance. By adopting these parameters, we are reinforcing our accountability with various stakeholders through added transparency and credibility.
We also constantly invest in becoming more environmentally sustainable and have recently implemented the following actions:
· Expansion of our Aircraft Maintenance Center at the Tancredo Neves International Airport located in Confins, in the State of Minas Gerais: we have reduced costs by decreasing the necessity of flying our aircraft overseas to be serviced. We also treat all of the effluents generated in our facilities and are committed to the reuse of water. The Maintenance Center was designed to comply with environmental responsibility requirements and all of the conditions imposed by the environmental licenses and current legislation.
· We were the first Brazilian airline selected to join the Sustainable Aviation Fuel Users Group (SAFUG), an international aviation biofuel research group, and we participate in biofuel feasibility tests.
· We have a partnership agreement with the Fuel and Carbon Services Division of GE Aviation, which envisages the creation of studies and systems to reduce fossil fuel consumption and green house gas emissions.
Insurance
We maintain passenger liability insurance in an amount consistent with industry practice and we insure our aircraft against losses and damages on an “all risks” basis. We are required by the ANAC to maintain insurance coverage for general liability against terrorist acts or acts of war with a minimum amount of US$800 million. We have obtained all insurance coverage required by the terms of our leasing agreements. We believe our insurance coverage is consistent with airline industry standards in Brazil and is appropriate to protect us from material loss in light of the activities we conduct. No assurance can be given, however, that the amount of insurance we carry will be sufficient to protect us from material loss.
Competition
Domestic
Airlines in Brazil compete primarily on the basis of routes, fare levels, frequency of flights, capacity, airport operating rights and presence, reliability of services, brand recognition, frequent flyer programs and customer service.
Our main competitor in Brazil is TAM Linhas Aéreas S.A., or TAM, which is a full-service scheduled carrier offering flights on domestic routes and international routes. We also face domestic competition from other domestic scheduled carriers, regional airlines and charter airlines, which mainly have regional networks.
As the growth in the Brazilian airline sector evolves, we may face increased competition from our primary competitors and charter airlines as well as other entrants into the market that reduce their fares to attract new passengers in some of our markets.
The following table sets forth the historical market shares on domestic routes, based on revenue passenger kilometers, of the significant airlines in Brazil for each of the periods indicated:
|
Domestic Market Share(1)— Scheduled Airlines |
2007 |
2008 |
2009 |
2010 |
2011 |
|
GOL |
43.0% |
42.4% |
41.9% |
37.1% |
34.6% |
|
Webjet(2) |
1.1% |
3.6% |
4.4% |
5.0% |
5.9% |
|
TAM |
48.8% |
50.4% |
45.4% |
44.1% |
41.0% |
|
Azul |
- |
0.0% |
3.8% |
7.6% |
9.6% |
|
Others |
7.1% |
3.6% |
4.4% |
6.3% |
9.0% |
_______________
Source: Advanced Comparative Data (Dados Comparativos Avançados) 2007—2011
(1) In October 2010, ANAC changed its calculation method for monthly traffic information and republished information for periods since January 2009. All operating data for 2009 and 2010 reflects the new methodology, whereas information for 2007 and 2008 was calculated pursuant to the old methodology and may not be fully comparable. According to ANAC, the changes were designed to align data with the concepts adopted by the ICAO. The change was necessary because Brazil has joined the ICAO’s statistical program and supplies the latter’s database with several industry data. Changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs in international flights, which are now considered to be part of the domestic market. ANAC has stated that it will republish information for 2008 at a later date.
(2) On October 3, 2011, we acquired Webjet.
Until 2010, landing and navigation fees charged in Brazilian airports were similar in all airports independent of whether they were busy or not. In 2011, the Brazilian government increased landing and navigation fees at the busiest airports as compared to less busy airports and at peak hours. As a result, secondary hubs and off-peak flights may benefit in light of the differences in fees for the airlines that choose to operate in these airports or times.
Domestically, we also face competition from ground transportation alternatives, primarily interstate bus companies. Given the absence of meaningful passenger rail services in Brazil, travel by bus has traditionally been the only low-cost option for long-distance travel for a significant portion of Brazil’s population. We believe that our low-cost business model has given us flexibility in setting our fares to stimulate demand for air travel among passengers who in the past have traveled long distances primarily by bus. In particular, the highly competitive fares we have offered for travel on our night flights, which have often been comparable to bus fares for the same destinations, have had the effect of providing direct competition for interstate bus companies on these routes.
International
As we expand our international services in South America and the Caribbean, our pool of competitors will increase and we will face competition from Brazilian and South American airlines that are already established in the international market and that participate in strategic alliances and code sharing arrangements. In addition, non-Brazilian airlines may decide to enter or increase their schedules in the market for routes between Brazil and other South American and Caribbean countries.
Industry Overview
Since air transportation has historically been affordable only to the higher income segment of Brazil’s population, resulting in a comparatively low level of air travel, we believe that the low-cost, low-fare business model has the potential to significantly increase the use of air transportation in Brazil. According to ICAO, Brazil is the third largest domestic aviation market in the world and, according to the ANAC, there were 79.0 million domestic enplanements and 9.0 million international enplanements on Brazilian carriers in Brazil in 2011, out of a total population of approximately 195 million, according to IBGE. In contrast, according to the U.S. Department of Transportation, the United States had 640 million domestic enplanements and 96 million international enplanements in 2011, out of a total population of approximately 308.7 million, based on the latest U.S. census estimates.
The business travel segment is the largest component of Brazilian air transportation demand and the most profitable in the market. According to company data, business travel represented around 65% of the its total demand for domestic air travel in 2011, which we believe is significantly higher than the business travel portion of domestic air travel in the global aviation sector. According to data collected from the ANAC, flights between Rio de Janeiro and São Paulo accounted for 6.2% of all domestic passengers in 2010. The ten busiest routes accounted for 22.2% of all domestic air passengers in 2010, while the ten busiest airports accounted for 68.3% and 72.6% of all domestic passenger traffic through INFRAERO airports in terms of arrivals and departures in 2009 and 2010, respectively.
In light of economic growth, the domestic market has significantly increased in the last years from 66 million in 2003 to more than 105 million in 2011, according to FGV and IBGE, due to increased passenger volumes and both the soccer confederations and world cup scheduled for 2013 and 2014, respectively, in Brazil and the summer Olympics scheduled for 2016 in Rio de Janeiro, the Brazilian airport infrastructure will need substantial improvements.
In 2009 the CONAC proposed to the Brazilian Government a change to the regulatory limit of foreign ownership in Brazilian airline companies from 20% to 49% or higher. This proposal may be accepted by the Brazilian Government and become a draft bill during 2012.
In August 2011 the Brazilian government privatized the new Natal airport, which will have its construction completed and further operation by the winners of the privatization auction. In February 2012 the Brazilian government privatized the Guarulhos, Brasília and Campinas international airports, which will be operated by the winners of the privatization auction for periods of 20 to 30 years, and other airports are expected to be privatized in the near future. See “−Regulation of the Brazilian Civil Aviation Market−Airport Infrastructure” below.
Brazilian Civil Aviation Market Evolution
Since 1970, Brazil has for the most part had stable growth in revenue passenger kilometers. From 1970 to 2009 domestic revenue passenger kilometers grew at a compound annual rate of 8.9%. In the past 40 years, the domestic market generally experienced year-over-year growth in revenue passenger kilometers except in times of significant economic or political distress, such as the petroleum crisis in the 1970s, the Brazilian sovereign debt crisis in the early 1980s and the economic and political distress in Brazil in the early 1990s.
From 2000 to 2011, the compound annual growth rate in industry passenger traffic, in terms of domestic revenue passenger kilometers, was 10.2%, versus a compound annual growth rate in available industry domestic capacity, in terms of available seat kilometers, of 8.5% . Domestic industry load factors, calculated as revenue passenger kilometers divided by available seat kilometers, have averaged 64.7% over the same period. The table below shows the figures of domestic industry passenger traffic and available capacity for the periods indicated:
|
|
2006 |
2007 |
2008 |
2009 |
2010 |
2011 |
|
|
(in millions, except percentages) | |||||
|
Available Seat Kilometers |
55,608 |
64,597 |
72,841 |
86,471 |
102,643 |
115,926 |
|
Available Seat Kilometers Growth |
10.8% |
16.2% |
12.8% |
18.7% |
18.9% |
12.9% |
|
Revenue Passenger Kilometers |
39,802 |
44,446 |
47,838 |
56,864 |
70,306 |
81,359 |
|
Revenue Passenger Kilometers Growth |
12.3% |
11.7% |
7.4% |
18.9% |
23.6% |
15.7% |
|
Load Factor |
71.6% |
68.8% |
65.5% |
65.8% |
68.8% |
70.2% |
________________
Source: ANAC, Dados Comparativos Avançados.
Note: In October 2010, ANAC changed its calculation method for monthly traffic information and republished information for periods since January 2009. All operating data for 2009 and 2010 reflects the new methodology, whereas information for 2007 and 2008 was calculated pursuant to the old methodology and may not be fully comparable. According to ANAC, the changes were designed to align data with the concepts adopted by the ICAO. The change was necessary because Brazil has joined the ICAO’s statistical program and supplies the latter’s database with several industry data. Changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs in international flights, which are now considered to be part of the domestic market. ANAC has stated that it will republish information for 2008 at a later date.
In 2010 Brazil was the third largest market in domestic revenue passenger kilometers and according to ANAC, in 2011, the Brazilian aviation industry showed the strongest market growth in the world.
Regulation of the Brazilian Civil Aviation Market
The Brazilian Aviation Authorities and Regulation Overview
Air transportation services are considered a public service and are subject to extensive regulation and monitoring by the CONAC and the ANAC. Air transportation services are also regulated by the Brazilian Federal Constitution and the Brazilian Aeronautical Code. The Brazilian civil air transportation system is controlled by several authorities. The ANAC is responsible for the regulation of the airlines, the DECEA is responsible for airspace control and INFRAERO is responsible for airport administration.
The following chart illustrates the main regulatory bodies, their responsibilities and reporting lines within the Brazilian governmental structure.
|
|
In March 2011, the Civil Aviation Secretary (Secretaria de Aviação Civil), or SAC, was created to supervise civil aviation in Brazil. The Civil Aviation Secretary oversees the ANAC and INFRAERO and reports directly to the Brazilian President. SAC is also responsible for implementation of the airport infrastructure concession plan and the development of strategic planning for civil aviation.
In August 2011, the National Commission of Airport Authorities (Comissão Nacional de Autoridades Aeroportuárias) or CONAERO, was created as a commission of SAC to coordinate the different entities and public agencies related to airports. This commission shall have a normative role in the search for efficiency and security in airports operations.
CONAERO is composed by representatives of the following entities: (i) SAC, which chairs the commission; (ii) Department of Administration of the Presidency; (iii) Agriculture, Livestock and Supplies Ministry; (iv) Defense Ministry; (v) Finance Ministry; (vi) Justice Ministry; (vii) Planning, Budget and Administration Ministry; (viii) Health Ministry; and (ix) ANAC.
The ANAC is currently responsible for guiding, planning, stimulating and supporting the activities of public and private civil aviation companies in Brazil, and also regulates flying operations generally and economic issues affecting air transportation, including matters relating to air safety, certification and fitness, insurance, consumer protection and competitive practices.
The Department of Air Space Control (Departamento de Controle do Espaço Aéreo), or DECEA, reports indirectly to the Brazilian Minister of Defense which is responsible for planning, administrating and controlling activities related to airspace, aeronautical telecommunications and technology. This includes approving and overseeing the implementation of equipment as well as of navigation, meteorological and radar systems. The DECEA also controls and supervises the Brazilian Airspace Control System.
INFRAERO, a state-controlled corporation reporting to the Civil Aviation Secretary, is in charge of managing, operating and controlling federal airports, including control towers and airport safety operations. See “Airport Infrastructure” below.
The CONAC is an advisory body of the President of Brazil and its upper level advisory board is composed of the Minister of Defense, the Minister of Foreign Affairs, the Minister of Treasury, the Minister of Development, Industry and International Trade, the Minister of Tourism, the Minister Chief of the Civil Cabinet, the Minister of Planning, Budget and Management, the Minister of Justice, the Minister of Transportation and the Commandant of the Air Force. The CONAC has the authority to establish national civil aviation policies that may be adopted and enforced by the High Command of Aeronautics and by the ANAC. The CONAC establishes guidelines relating to the proper representation of Brazil in conventions, treaties and other actions related to international air transportation, airport infrastructure, the granting of supplemental funds to be used for the benefit of airlines and airports based on strategic, economic or tourism-related aspects, the coordination of civil aviation, air safety, the granting of air routes and concessions, as well as permission for the provision of commercial air transportation services.
The Brazilian Aeronautical Code provides for the main rules and regulations relating to airport infrastructure and operation, flight safety and protection, airline certification, lease structuring, burdening, disposal, registration and licensing of aircraft; crew training; concessions, inspection and control of airlines; public and private air carrier services; civil liability of airlines; and penalties in case of infringements.
In February 2009, the Federal Government approved the new Civil Aviation National Policy (Política Nacional de Aviação Civil), or PNAC. Although the PNAC does not establish any immediate measure, it contains the main guidelines for the national civil aviation system. It encourages the Ministry of Defense, CONAC and ANAC to issue regulations on strategic matters such as safety, competition, environmental, and consumers’ issues, as well as to inspect, review and valuate the activities of all operating companies.
The Brazilian government recognized and ratified, and must comply with, the Warsaw Convention of 1929, the Chicago Convention of 1944, and the Geneva Convention of 1948, the three leading international conventions relating to worldwide commercial air transportation activities.
Route Rights
Domestic routes. For the granting of new routes and changes to existing ones, the ANAC evaluates the actual capacity of the airport infrastructure where such route is or would be operated. In addition, route frequencies are granted subject to the condition that they are operated on a frequent basis. Any airline’s route frequency rights may be terminated if the airline (a) fails to begin operation of a given route for a period exceeding 15 days, (b) fails to maintain at least 75% of flights provided for in its air transportation schedule (Horário de Transporte Aéreo), or HOTRAN, for any 90-day period or (c) suspends its operation for a period exceeding 30 days. The ANAC approval of new routes or changes to existing routes is given in the course of an administrative procedure and requires no changes to existing concession agreements.
Once routes are granted, they must be immediately reflected in the HOTRAN, which is the official schedule report of all routes that an airline can operate. The HOTRAN provides not only for the routes but also the times of arrival at and departure from certain airports, none of which may be changed without the prior consent of the ANAC. According to Brazilian laws and regulations, an airline cannot sell, assign or transfer its routes to another airline.
International routes. In general, requests for new international routes, or changes to existing routes, must be filed by each interested Brazilian airline that has been previously qualified by the ANAC to provide international services, with the SRI (International Relations Superintendence of the ANAC), which, based on the provisions of the applicable bilateral agreement and general policies of the Brazilian aviation authorities, will submit a non-binding recommendation to the ANAC president, who will decide on approval of the request. International route rights for all countries, as well as the corresponding transit rights, derive from bilateral air transport agreements negotiated between Brazil and foreign governments. Under such agreements, each government grants to the other the right to designate one or more of its domestic airlines to operate scheduled service between certain destinations in each country. Airlines are only entitled to apply for new international routes when they are made available under these agreements. For the granting of new routes and changes to existing ones, the ANAC has the authority to approve Brazilian airlines to operate new routes, subject to the airline having filed studies satisfactory to the ANAC demonstrating the technical and financial viability of such routes and fulfilling certain conditions in respect of the concession for such routes. Any airline’s international route frequency rights may be terminated if the airline fails to maintain at least 80% of flights provided for in its air transportation schedule HOTRAN for any 180-day period or suspends its operation for a period exceeding 180 days.
In 2010 ANAC approved the deregulation of international airfares for flights departing from Brazil to the U.S. and Europe, gradually removing the prior minimum fares. In addition, in 2010 the National Civil Aviation Council (Conselho de Aviação Civil), or CONAC, approved the continuity of bilateral agreements providing for open skies policies with other South American countries and a new open skies policy with the United States. In March, 2011 Brazil also signed an open skies agreement with Europe. The agreements with the United States and Europe are expected to be in operation by 2015 and 2014, respectively.
Slots Policy
Domestic. Under Brazilian law, a domestic slot is a concession of the ANAC, which is reflected in the airline’s HOTRAN. Each HOTRAN represents the authorization for an airline to depart from and arrive at specific airports within a predetermined timeframe. Such period of time is known as an “airport slot” and provides that an airline can operate at the specific airport at the times established in the HOTRAN. An airline must request an additional slot from the ANAC with a minimum of two months’ prior notice.
Congonhas airport in the city of São Paulo is a coordinated airport, where slots must be allocated to an airline company before it starts its operations there. Although it is difficult to obtain a slot in Congonhas airport, on March 8, 2010 ANAC reallocated 202 Congonhas’ slots that were idle. When the capacity at the airport increases and more slots become available, 20% of those slots must be distributed to new entrants who will have a preference to their assignment. The remaining slots will be allocated to the other airline companies, including us. The Santos-Dumont airport in Rio de Janeiro, a highly utilized airport with half-hourly shuttle flights between São Paulo and Rio de Janeiro, is also a coordinated airport with certain slot restrictions. Several other Brazilian airports, for example the Brasília International Airport and São Paulo International Airport in Guarulhos have limited the number of slots per day due to infrastructural limitations at these airports.
ANAC has imposed schedule restrictions to several Brazilian airports from which we operate. Operating restrictions, including the prohibition of international flights’ operations and the prohibition of civil aircraft’s operation after 11:00 p.m. and before 6:00 a.m., were imposed for Congonhas Airport, one of the busiest Brazilian airports and the most important airport for our operations. No assurance can be given that these or other government measures will not have a material adverse effect on our business and results of operations.
CONAC has taken measures to minimize the recent technical and operational problems in the São Paulo airports, redistributing air traffic from the Congonhas airport to the airports of Guarulhos and has mentioned its intention to adjust tariffs for the use of busy airport hubs to encourage further redistribution of air traffic.
In the last quarter of 2008, the ANAC proposed a new regulation for the allocation of slots to domestic airlines. This regulation governs the manner of allocation of slots, by organizing rotations among the concessionaires, determining the procedures for registration, qualification, judgment and homologation of a request for slot concessions in coordinated airports. Additionally, such regulation also establishes the rules permitting transfers of slots between concessionaires. ANAC’s resolution has not yet been released.
Also, in 2008, the ANAC enacted a regulation providing that the minimum ground time for aircraft between landing and take-off must be 40 minutes at the International Airport of Sao Paulo in Guarulhos, the international airport of Rio de Janeiro Galeão and at the Brasília airports, and 30 minutes at all other Brazilian airports. This regulation negatively affected our ability to increase aircraft utilization by minimizing turnaround times between flights.
Current rules regarding slots distribution at Congonhas Airport, which favors us, require that 80% of new slots be assigned to airlines already operating in that airport. New proposed rules, which are under public hearing, may reduce that percentage.
Airport Infrastructure
INFRAERO, a state-controlled corporation, is in charge of managing, operating and controlling federal airports, including control towers and airport safety operations.
Smaller, regional airports may belong to states or municipalities within Brazil and, in such cases, are often managed by local governmental entities. At most important Brazilian airports, INFRAERO performs safety and security activities, including passenger and baggage screening, cargo security measures and airport security.
The use of areas within federal airports, such as hangars and check-in counters, is subject to a concession by INFRAERO. If there is more than one applicant for the use of a specific airport area, INFRAERO may conduct a public bidding process for the granting of the concession.
We have renewable concessions with terms varying from one to five years from INFRAERO to use and operate all of our facilities at each of the major airports that we serve. Our concession agreements for our terminals’ passenger service facilities, which include check-in counters and ticket offices, operations support area and baggage service offices, contain provisions for periodic adjustments of the lease rates and the extension of the concession term.
Of the 66 Brazilian airports managed by INFRAERO, approximately 13 airports are receiving infrastructure investments and upgrades. The airport upgrade plan does not require contributions or investments by the Brazilian airlines and is not expected to be accompanied by increases in landing fees or passenger taxes on air travel.
Until 2010, landing and navigation fees charged in Brazilian airports were similar in all airports independent of whether they were busy or not. In 2011, the Brazilian government increased landing and navigation fees at the busiest airports as compared to less busy airports and at peak hours.
In August 2011 the Brazilian government privatized the new Natal airport, which will have its construction completed and further operation by the winners of the privatization auction. In February 2012 the Brazilian government privatized the Guarulhos, Brasília and Campinas international airports, which will be operated by the winners of the privatization auction for periods of 20 to 30 years, and other airports are expected to be privatized in the future.
The airports auctioned were:
|
|
Cumbica |
Viracopos |
Juscelino Kubitschek | |||
|
City |
São Paulo |
São Paulo |
Brasília | |||
|
Grant |
R$ 16.2 billion |
R$ 3.8 billion |
R$ 4.5 billion | |||
|
Concession term |
20 Years |
30 Years |
25 Years | |||
|
Minimum Investment |
R$ 4.7 billion |
R$ 8.7 billion |
R$ 4.7 billion | |||
|
Additional fee |
10% of Annual Gross Revenue - R$ 1.770 million during the concession |
5% of Annual Gross Revenue - R$ 649 Million during the concession |
2% of Annual Gross Revenue - R$107 million during the concession | |||
|
Estimated investment for the World Cup |
R$ 1.38 billion |
R$ 873.1 million |
R$ 626.5 million | |||
|
Mandatory improvements for the World Cup |
Construction of: - new terminal with capacity for at least 7 million additional passengers per year - apron area for 32 aircraft - 2,200 parking spaces Expansion of the runway for aircraft maneuver |
Construction of: - new terminal with capacity for at least 5.5 million additional passengers per year - apron area for 35 aircraft - 4,500 parking spaces Expansion of the runway for aircraft maneuver |
Construction of: - new terminal with capacity for at least 2 million additional passengers per year - apron area for 24 aircraft - 2,400 parking spaces Expansion of the runway for aircraft maneuver |
Source: Civil Aviation Secretary (Secretaria de Aviação Civil) or SAC.
These airports represented approximately 30% of total Brazilian passengers transported in 2011, including domestic and international traffic, according to ANAC.
Concession for Air Transportation Services
According to the Brazilian Federal Constitution, the Brazilian government is responsible for public services related to airspace as well as airport infrastructure, and may provide these services directly or through third parties under concessions or authorizations. According to the Brazilian Aeronautical Code and regulations issued by the CONAC, the application for a concession to operate regular air transportation services is subject to a license granted by the ANAC to operate an airline and to explore regular air transportation services. The applicant is required by the ANAC to have met certain economic, financial, technical, operational and administrative requirements in order to be granted such license. Additionally, a concession applicant must be an entity incorporated in Brazil, duly registered with the Brazilian Aeronautical Registry (Registro Aeronáutico Brasileiro), or RAB, must have a valid airline operating certificate (Certificado de Homologação de Empresa de Transporte Aéreo), or CHETA, and must also comply with certain ownership restrictions. See “—Restrictions to the Ownership of Shares Issued by Concessionaires of Air Transportation Services.” The ANAC has the authority to revoke a concession for failure by the airline to comply with the terms of the Brazilian Aeronautical Code, the complementary laws and regulations and the terms of the concession agreement.
Our concession was granted on January 2, 2001 by the High Command of Aeronautics of the Ministry of Defense. The concession agreement can be terminated if, among other things, we fail to meet specified service levels, cease operations or declare bankruptcy.
The Brazilian Aeronautical Code and the regulations issued by the CONAC and ANAC do not expressly provide for public bidding processes and currently it is not necessary to conduct public bidding processes prior to granting of concessions for the operation of air transportation services. Due to the intense growth of the civil aviation sector, this rule may be changed by the government, in order to allow more competition or to achieve other political purposes.
Import of Aircraft into Brazil
The import of civil or commercial aircraft into Brazil is subject to prior certification of the aircraft by ANAC. Import authorizations usually follow the general procedures for import of goods into Brazil, after which the importer must request the registration of the aircraft with the RAB.
Registration of Aircraft
The registration of aircraft in Brazil is governed by the Brazilian Aeronautical Code, under which no aircraft is allowed to fly in Brazilian airspace, or land in or take off from Brazilian territory, without having been properly registered. In order to be registered and continue to be registered in Brazil, an aircraft must have a certificate of registration (certificado de matrícula) and a certificate of airworthiness (certificado de aeronavegabilidade), both of which are issued by the RAB after technical inspection of the aircraft by the ANAC. A certificate of registration attributes Brazilian nationality to the aircraft and is evidence of its enrollment with the competent aviation authority. A certificate of airworthiness is generally valid for six years from the date of the ANAC’s inspection and authorizes the aircraft to fly in Brazilian airspace, subject to continuing compliance with certain technical requirements and conditions. The registration of any aircraft may be cancelled if it is found that the aircraft is not in compliance with the requirements for registration and, in particular, if the aircraft has failed to comply with any applicable safety requirements specified by the ANAC or the Brazilian Aeronautical Code.
All information relating to the contractual status of an aircraft, including purchase and sale agreements, operating leases and mortgages, must be filed with the RAB in order to provide the public with an updated record of any amendments made to the aircraft certificate of registration.
Restrictions on the Ownership of Shares Issued by Concessionaires of Air Transportation Services
According to the Brazilian Aeronautical Code, in order to be eligible for a concession for operation of regular services, the entity operating the concession must have at least 80% of its voting stock held directly or indirectly by Brazilian citizens and must have certain management positions entrusted to Brazilian citizens. The Brazilian Aeronautical Code also imposes certain restrictions on the transfer of capital stock of concessionaires of air transportation services, such as VRG, including the following:
· the voting shares have to be nominative and non-voting shares cannot be converted into voting shares;
· prior approval of the Brazilian aviation authorities is required for any transfer of shares, regardless of the nationality of the investor, which results in the change of the company’s corporate control, causes the assignee to hold more than 10% of the company’s capital stock or represents more than 2% of the company’s capital stock;
· the airline must file with the ANAC, in the first month of each semester, a detailed shareholder chart including a list of shareholders, as well as a list of all share transfers effected in the preceding semester; and
· based on its review of the airline’s shareholder chart, the ANAC has the authority to subject any further transfer of shares to its prior approval.
The Registrant holds substantially all of the shares of VRG, which are public concessionaires of air transportation services in Brazil. Under the Brazilian Aeronautical Code, the restrictions on the transfer of shares described above apply only to companies that hold concessions to provide regular air transportation services. Therefore, the restrictions do not apply to the Registrant.
Environmental Regulation
Brazilian airlines are subject to various federal, state and municipal laws and regulations relating to the protection of the environment, including the disposal of materials and chemical substances and aircraft noise. These laws and regulations are enforced by various governmental authorities. The non-compliance with such laws and regulations may subject the violator to administrative and criminal sanctions, in addition to the obligation to repair or to pay damages caused to the environment and third parties. As far as civil liabilities are concerned, Brazilian environmental laws adopt the strict and joint liability regime. In this regard we may be liable for violations by third parties hired to dispose of our waste. Moreover, pursuant to Brazilian environmental laws and regulations, the piercing of the corporate veil of a company may occur in order to ensure enough financial resources to the recovery of damages caused against the environment.
We adopted several Environmental Management System (EMS) procedures with our suppliers and use technical audits to enforce compliance. We exercise caution, and may reject goods and services from companies that do not meet our environmental protection parameters unless confirmation of compliance is received.
We are monitoring and analyzing the developments regarding amendments to Kyoto protocol and emissions regulations in the United States and Europe and may in the future be obliged to acquire carbon credits for the operation of our business. No legislation on this matter has yet been enacted in Brazil.
Pending Legislation
The Brazilian congress is currently discussing a draft bill that would replace the current Brazilian Aeronautical Code (Código Brasileiro de Aeronáutica). In general, this draft bill deals with matters related to civil aviation, including airport concessions, consumer protection, limitation of airlines’ civil liability, compulsory insurance, fines and the increase of limits to foreign ownership in voting stock of Brazilian airlines from 20% to 49% or higher. This draft bill is still under discussion in the House of Representatives and, if approved, must be submitted for approval to the Federal Senate, before being sent for presidential approval. If the Brazilian civil aviation framework changes in the future, or ANAC implements increased restrictions, our growth plans and our business and results of operations could be adversely affected.
Aircraft Financing by Export Credit Agencies
Ex-Im Bank has recently agreed on a common approach with European export-credit agencies on offering export credits for commercial aircraft. Among other things, the new ASU sets forth minimum guarantee premium rates applicable to aircraft delivered on or after January 1, 2011, or under firm contracts entered into after April 30, 2007. While subject to modification, the exposure fees paid by Gol on applicable aircraft are likely to increase. The amount of any such increase will depend upon the credit risk assigned to us by the participating export-agencies pursuant to the protocols of the ASU. In addition, we will no longer be able to finance the amortization payments of loans guaranteed by Ex-Im Bank with SOAR loan facilities for the new aircraft contracted from 2012.
Aircraft Repossession
The Cape Town treaty is an international treaty intended to standardize transactions involving movable property. The treaty creates international standards for registration of ownership, security interests (liens), leases and conditional sales contracts, and various legal remedies for default in financing agreements, including repossession and the effect of particular states’ bankruptcy laws. As of February 2012, the convention had been ratified by 50 countries, including Brazil.
C. Organizational Structure
The Registrant is a holding company, which owns directly or indirectly shares of five subsidiaries: VRG, which also owns Webjet, and three offshore finance subsidiaries Gol Finance Cayman and GAC Inc., which owns Sky Finance II. VRG is the Registrant’s operating subsidiary, under which we conduct our business. Gol Finance, GAC Inc. and Sky Finance II are off-shore companies established for the purpose of facilitating cross-border general and aircraft financing transactions.
D. Property, Plant and Equipment
Our primary corporate offices are located in two buildings in São Paulo. Our commercial, operations, technology, finance and administrative staff is based primarily at our headquarters. We have concessions to use other airport buildings and hangars throughout Brazil, including a part of a hangar at Congonhas airport where we perform aircraft maintenance. As of December 31, 2011, we have 45 Boeing 737s classified as finance lease aircraft and six Boeing 737-300s owned by Webjet. We own a state-of-the-art Aircraft Maintenance Center in Confins, in the State of Minas Gerais. The certification of our aircraft maintenance center authorizes maintenance services for Boeing 737-300s and Boeing Next Generation 737-700 and 800s. We have three hangars in our Aircraft Maintenance Center, with a capacity to perform maintenance on 120 aircraft per year, and we have room to build more hangars in the future if needed. With our system of phased maintenance for our Boeing NG 737-700 and 737-800 aircraft fleet, we are able to perform maintenance work every day without sacrificing aircraft revenue time, and schedule preventive maintenance with more regularity and around the utilization of our aircraft, which further dilutes fixed costs. We use the new facility for airframe heavy checks, line maintenance, aircraft painting and aircraft interior refurbishment. See also “Item 4—Business Overview—Aircraft” and note 14 to our financial statements as of and for the year ended December 31, 2011.
ITEM 4A. Unresolved Staff Comments
None.
ITEM 5. Operating and Financial Review and Prospects
You should read this discussion in conjunction with our consolidated financial statements and the related notes and the other financial information included elsewhere in this annual report.
A. Operating Results
Revenues
We derive our revenues primarily from transporting passengers on our aircraft. In 2011, 89% of our revenues were derived from passenger fares, and the remaining 11% of our revenues were derived from ancillary revenues principally from our cargo business, which utilizes available cargo space on our passenger flights. Nearly all of our passenger revenue and cargo revenue is denominated in reais. Passenger revenue, including revenue from our Smiles loyalty program, is recognized either when transportation is provided or when the ticket expires unused.
Cargo revenue is recognized when transportation is provided. Other ancillary revenue consists primarily of ticket change fees, excess baggage charges, interest on installment sales and other incidental services. Passenger revenues are based upon our capacity, load factor and yield. Our capacity is measured in terms of available seat kilometers, which represents the number of seats we make available on our aircraft multiplied by the number of kilometers the seats are flown. Load factor, or the percentage of our capacity that is actually used by paying customers, is calculated by dividing revenue passenger kilometers by available seat kilometers. Yield is the average amount that one passenger pays to fly one kilometer.
The following table demonstrates our main operating performance indicators in 2010 and 2011:
|
|
Year Ended December 31, | |
|
|
2010(1) |
2011 |
|
Operating Data: |
|
|
|
Load-factor |
66.7% |
68.7% |
|
Break-even load-factor |
60.0% |
70.9% |
|
Aircraft utilization (block hours per day) |
12.9 |
13.0 |
|
Yield per passenger kilometer (cents) |
20.5 |
19.5 |
|
Passenger revenue per available seat kilometer (cents) |
13.7 |
13.4 |
|
Operating revenue per available seat kilometer (cents) |
15.2 |
15.0 |
|
Number of departures |
295,160 |
314,190 |
|
Operating aircraft at period end |
114 |
127 |
(1) 2010 operating data were recalculated in accordance with the current DCA Manual.
Our revenues are net of certain taxes, including state-value added taxes, Imposto sobre Circulação de Mercadorias e Serviços, or ICMS; federal social contribution taxes, including Programa de Integração Social, or PIS; and the Contribuição Social para o Financiamento da Seguridade Social, or COFINS. ICMS does not apply to passenger revenues. The average rate of ICMS on cargo revenues varies by state from 4% to 12%. As a general rule, PIS and COFINS are imposed at rates of 1.65% and 7.6%, respectively, of total revenues.
We generate most of our revenue from ticket sales through our website, and we are one of the largest and leading e-commerce companies in Brazil in terms of net sales through the Internet.
The ANAC and the aviation authorities of the other countries in which we operate may influence our ability to generate revenues. In Brazil, the ANAC approves the concession of slots, entry of new companies, launch of new routes, increases in route frequencies and lease or acquisition of new aircraft. Our ability to grow and to increase our revenues is dependent on the receipt of approvals for new routes, increased frequencies and additional aircraft from the ANAC.
Operating Expenses
We seek to lower our operating expenses by operating a standardized fleet with a single-class of service, having one of the newest fleets in the industry, utilizing our aircraft efficiently, using and encouraging low-cost ticket sales and distribution processes. The main components of operating expenses include those related to aircraft fuel, aircraft rent, aircraft maintenance, sales and marketing, and salaries, wages and benefits provided to employees, including provisions for our profit sharing plan.
Our aircraft fuel expenses are higher than those of low-cost airlines in the United States and Europe because the Brazilian infrastructure to produce, transport and store fuel is expensive and underdeveloped, especially in the north and northeast regions of the country. In addition, taxes applicable to the sale of jet fuel are high and are passed along to us. Our aircraft fuel expenses are variable and fluctuate based on global oil prices. Since global oil prices are U.S. dollar-based, our aircraft fuel costs are also linked to fluctuations in the exchange rate of the real versus the U.S. dollar. In 2011, fuel expenses represented 39.3% of our total operating expenses, as compared to 36.4% in 2010. In 2008, the price of West Texas Intermediate crude oil, a benchmark widely used for crude oil prices that is measured in barrels and quoted in U.S. dollars, varied significantly, reaching an all-time high of US$145 in March 2008 and decreasing to US$44.60 per barrel at the end of 2008. At year end 2009 the price per barrel was US$79.36 and increased to US$91.40 at the end of 2010. At year end 2011 the price per barrel was US$98.83. We currently enter into short-term arrangements to hedge against increases in oil prices and foreign exchange fluctuations.
Our aircraft rent expenses are in U.S. dollars and have increased in line with the expansion of our operations. We use short-term arrangements to hedge against exchange rate exposure related to our lease payment obligations. In addition, leases for 21 of our aircraft are subject to floating-rate payment obligations that are based on fluctuations in international interest rates. We currently have hedging policies in place to manage our interest rate exposure.
Our maintenance, material and repair expenses consist of light (line) and scheduled heavy (structural) maintenance of our aircraft. Line maintenance and repair expenses are charged to operating expenses as incurred. Structural maintenance for aircraft leased under finance leases is capitalized and amortized over the life of the maintenance cycle. Once the maintenance is performed, accrual does not commence again until the maintenance status is reduced below the return condition. Since the average age of our operating fleet was 7.0 years for 123 GOL Boeing 737-700/800 and 18.0 years for 24 Webjet Boeing 737-300 at December 31, 2011 and most of the parts on our aircraft are under multi-year warranties, our aircraft have required a low level of maintenance and therefore we have incurred low maintenance expenses. Our aircraft are covered by warranties that have an average term of three to five years. The warranties on the aircraft we received in 2010 under our firm purchase order with Boeing will start expiring in 2014. Thus, with regard to the accounting for aircraft maintenance and repair costs, our current and past results of operations may not be indicative of future results. Our Aircraft Maintenance Center in Confins, in the State of Minas Gerais is certificated for the maintenance services for Boeing 737-300s and Boeing Next Generation 737-700 and 800s. We currently use the new facility for airframe heavy checks, line maintenance, aircraft painting and aircraft interior refurbishment. We believe that we have an advantage compared to industry peers in maintenance, materials and repairs expenses due to the use of Boeing 737 Next Generation aircraft that allows for phased maintenance as described in this annual report, and due to the internalization of our maintenance. We believe that this advantage will remain in the future.
Our sales and marketing expenses include commissions paid to travel agents, fees paid for our own and third-party reservation systems and agents, fees paid to credit card companies and advertising. Our distribution costs are lower than those of other airlines in Brazil on a per available seat kilometer basis because a higher proportion of our customers purchase tickets from us directly through our website instead of through traditional distribution channels, such as ticket offices, and we have comparatively fewer sales made through higher cost global distribution systems. We generated 88.5% of our consolidated sales through our website and API systems in the year ended December 31, 2011 and 88.1% in 2010, including internet sales through travel agents. For these reasons, we believe that we have an advantage compared to industry peers in sales and marketing expenses and expect this advantage will remain in the future.
Salaries, wages and benefits paid to our employees include annual cost of living adjustments and provisions made for our profit sharing plan. We have no seniority-related increases in these costs due to our salary structure. We believe that we have an advantage compared to industry peers in salaries, wages and benefits expenses due to generally lower labor costs in Brazil as compared to other countries. We believe that these advantages will continue to exist in the future.
Aircraft and traffic servicing expenses include ground handling and the cost of airport facilities. Other operating expenses consist of general and administrative expenses, purchased services, equipment rentals, passenger refreshments, communication costs, supplies and professional fees.
Webjet Acquisition
On October 3, 2011, we acquired Webjet for an adjusted price of R$43,4 million and assumed a net debt of R$214 million. Webjet’s operations were consolidated into our financial statements as from October 3, 2011. Webjet’s operating expense per available seat kilometer (CASK) ex-fuel for the year ended December 31, 2010 was R$7.3 cents which represents the lowest CASK ex-fuel in the Brazilian domestic aviation industry. As of December 31, 2011, Webjet had a total fleet of 24 Boeing 737-300 with an average age of 18 years, of which 18 aircraft were leased and 6 are owned by Webjet. Webjet’s leased aircraft are scheduled to be returned between 2012 and 2013. The acquisition is still subject to regulatory approval. For more information about the Webjet acquisition, see note 12 to our consolidated financial statements.
Brazilian Economic Environment
As a company with most of its operations currently in Brazil, we are affected by general economic conditions in the country. While our growth since 2001 has been primarily driven by our expansion into new markets and increased flight frequencies, we have also been affected by macroeconomic conditions in Brazil. Our growth outpaced that of our primary competitors because of strong demand for our lower fare service. In 2011, we grew 14.1% in terms of revenue passenger kilometers in the domestic market and considering both international and domestic market 12.3%. The relatively lower consolidated growth rate compared to the domestic market is due to fierce domestic competition during the first half of 2011, which stimulated the Brazilian aviation industry. We believe the rate of growth in Brazil is important in determining our future growth capacity and our results of operations.
Our results of operations are materially affected by currency fluctuations. The vast majority of our revenues are denominated in reais (with a small portion of our revenues from our international flights being denominated in other currencies), but a significant part of our operating expenses are either payable in or affected by the U.S. dollar, such as our aircraft operating lease payments, related maintenance reserves and deposits, and jet fuel expenses. Based on a statistical analysis of our first seven years of operations, we believe that our revenues are highly correlated with the real/U.S. dollar exchange rate and jet fuel prices because real fluctuations and increases in jet fuel prices are generally incorporated into the fare structures of Brazilian airlines. In 2011, 51.8% of our operating expenses (including aircraft fuel) are denominated in, or linked to, U.S. dollars and therefore vary with the real/U.S. dollar exchange rate. We believe that our foreign exchange and fuel hedging programs protect us against short-term swings in the real/U.S. dollar exchange rate and jet fuel prices. Overall, we believe that the combination of our revenue stream, with its correlation to movements in the real/U.S. dollar exchange rate, and short-term hedges on the U.S. dollar-linked portion of our expenses, will mitigate the adverse effect on our operating expenses of abrupt movements in the real/ U.S. dollar exchange rate.
Inflation has also had, and may continue to have, effects on our financial condition and results of operations. In 2011, 79.4% of our operating expenses (excluding aircraft fuel) were denominated in reais, and the suppliers and service providers of these expense items generally attempt to increase their prices to reflect Brazilian inflation.
The following table shows data for real GDP growth, inflation, interest rates, the U.S. dollar exchange rate and crude oil prices for and as of the periods indicated.
|
|
December 31, | ||
|
|
2009 |
2010 |
2011 |
|
Real growth in gross domestic product |
(0.2)% |
7.5% |
2.7% |
|
Inflation (IGP-M)(1) |
(1.7)% |
11.30% |
5.1% |
|
Inflation (IPCA)(2) |
4.3% |
5.9% |
6.5% |
|
CDI rate(3) |
9.9% |
9.7% |
11.6% |
|
LIBOR rate(4) |
0.25% |
0.30% |
0.58% |
|
Depreciation (appreciation) of the real vs. U.S. dollar |
(25.5)% |
(4.3)% |
12.6% |
|
Period-end exchange rate—US$1.00 |
R$1.7412 |
R$1.6662 |
R$1.8758 |
|
Average exchange rate—US$1.00(5) |
R$1.9946 |
R$1.7593 |
R$1.6746 |
|
Period-end West Texas intermediate crude (per barrel) |
US$79.36 |
US$91.40 |
U$98.83 |
|
Period-end Increase (decrease) in West Texas intermediate crude (per barrel) |
(77.9)% |
15.2% |
8.1% |
|
West Texas Intermediate crude (average per barrel during period) |
US$62.09 |
US$79.63 |
US$95.11 |
|
Average Increase (decrease) in West Texas Intermediate crude (per barrel) |
(37.8)% |
28.2% |
19.5% |
_________
Sources: Fundação Getúlio Vargas, the Central Bank and Bloomberg
(1) Inflation (IGP-M) is the general market price index measured by the Fundação Getúlio Vargas.
(2) Inflation (IPCA) is a broad consumer price index measured by the Instituto Brasileiro de Geografia e Estatística.
(3) The CDI rate is average of inter-bank overnight rates in Brazil (accumulated for period-end month, annualized).
(4) Three-month U.S. dollar LIBOR rate as of the last date of the period. The LIBOR rate is the London inter-bank offer rate.
(5) Represents the average of the exchange rates on the last day of each month during the period.
Critical Accounting Policies
The preparation of our consolidated financial statements in conformity with IFRS requires our management to adopt accounting policies and make estimates and judgments to develop amounts reported in our consolidated financial statements and related notes. We strive to maintain a process to review the application of our accounting policies and to evaluate the appropriateness of the estimates that are required to prepare our consolidated financial statements. We believe that our estimates and judgments are reasonable; however, actual results and the timing of recognition of such amounts could differ from those estimates. In addition, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.
Critical accounting policies and estimates are those that are reflective of significant judgments and uncertainties, and potentially result in materially different outcomes under different assumptions and conditions. For a discussion of these and other accounting policies, see Note 2 to our consolidated financial statements.
Property, Plant and Equipment. Property, plant and equipment, including rotable parts, are recorded at cost and are depreciated to estimated residual values over their estimated useful lives using the straight-line method. Each component of property, plant and equipment that has a cost that is significant in relation to the overall cost of the item is depreciated separately. Aircraft and engine spares acquired on the introduction or expansion of a fleet, as well as rotable spares purchased separately, are carried as fixed assets and generally depreciated in line with the fleet to which they relate. Pre-delivery deposits refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of Boeing 737-800 Next Generation aircraft and includes interest and finance charges incurred during the manufacture of aircraft and the leasehold improvements.
Under IAS 16 “Property, Plant and Equipment,” major engine overhauls including replacement spares and labor costs, are treated as a separate asset component with the cost capitalized and depreciated over the period to the next major overhaul. All other replacement spares and costs relating to maintenance of fleet assets are charged to the income statement on consumption or as incurred. Interest costs incurred and exchange variation on debts that fund progress payments on assets under construction, including pre-delivery deposits to acquire new aircraft, are capitalized and included as part of the cost of the assets through the earlier of the date of completion or aircraft delivery. Exchange differences are capitalized to the extent that they are regarded as an adjustment to interest costs.
In estimating the lives and expected residual values of its aircraft, the Company primarily has relied upon actual experience with the same or similar aircraft types and recommendations from Boeing, the manufacturer of the Company’s aircraft. Aircraft estimated useful lives are based on the number of “cycles” flown (one-take-off and landing). The Company has made a conversion of cycles into years based on both its historical and anticipated future utilization of the aircraft. Subsequent revisions to these estimates, which can be significant, could be caused by changes to the Company’s maintenance program, changes in utilization of the aircraft (actual cycles during a given period of time), governmental regulations related to aging aircraft, and changing market prices of new and used aircraft of the same or similar types. The Company evaluates its estimates and assumptions each reporting period and, when warranted, adjusts these estimates and assumptions. These adjustments are accounted for on a prospective basis through depreciation and amortization expense, as required by IFRS.
We evaluate annually whether there is an indication that our property, plant and equipment may be impaired. Factors that would indicate potential impairment may include, but are not limited to, significant decreases in the market value of the long-lived asset(s), a significant change in the long-lived asset’s physical condition, and operating or cash flow losses associated with the use of the long-lived assets. As of 31 December 2010 and 2009, no impairment on property, plant and equipment assets was recognized. As of 31 December 2011, we recognized an amount of R$50.7 million of impairment of fixed assets. See note 14 to our financial statements included elsewhere herein.
Lease accounting. Aircraft lease agreements are accounted as either operating or capital leases (finance leases). When the risks and benefits of the lease are transferred to us, as lessee, the lease is classified as capital lease. Capital leases are accounted as an acquisition obtained through a financing, with the aircraft recorded as a fixed asset and a corresponding liability recorded as a debt. Capital leases are recorded based on the lesser of the fair value of the aircraft or the present value of the minimum lease payments, discounted at an implicit interest rate, when it is clearly identified in the lease agreement, or market interest rate. The aircraft is depreciated through the lesser of its useful life or the lease term. Interest expense is recognized through the effective interest rate method, based on the implicit interest rate of the lease. Lease agreements that do not transfer de risks and benefits to us are classified as operating leases. Operating lease payments are accounted as a rent, and the lease expense is recognized when incurred through the straight line method.
Sale-lease back transactions that result in a subsequent operating lease have different accounting treatments depending on the fair value of the asset , the price and the cost of the sale. If the fair value of the asset is less than its carrying amount of the asset, the difference is recognized as a loss immediately. When the sale gives rise to a gain it is recognized up to the fair value, the excess is deferred and amortized throughout the term of the lease. When the sale results in a loss and the carrying amount is not greater than fair value, the loss is deferred if compensated by future lease payments. If the carrying amount is greater than fair value it is written down to fair value, and if there is still a loss it is deferred if compensated by future lease payments.
Lease accounting is critical for us because it requires an extensive analysis of the lease agreements in order to classify and measure the transactions in our financial statements and significantly impacts our financial position and results of operations. Changes in the terms of our outstanding lease agreements and the terms of future lease agreements may impact the accounting for the lease transactions and our future financial position and results of operations.
Goodwill and Intangible Assets. We have allocated goodwill and intangible assets with indefinite lives acquired through business combinations for the purposes of impairment testing to a single cash-generating unit, the operating subsidiary VRG. Goodwill is tested for impairment annually by comparing the carrying amount to the recoverable amount of the cash-generating unit level that has been measured on the basis of its value-in-use, by applying cash flow projections in the functional currency based on the Company’s approved business plan covering a five-year period followed by the long-term growth rate of 3.5%. The pre-tax discount rate applied to the cash flow projections is 17.68%. Considerable judgment is necessary to evaluate the impact of operating and macroeconomic changes to estimate future cash flows and to measure the recoverable amount. Assumptions in the Company’s impairment evaluations are consistent with internal projections and operating plans. Airport operating rights were acquired as part of the acquisition of VRG were capitalized at fair value at that date and are not amortized. Those rights are considered to have indefinite useful lives due to several factors and considerations, including requirements for necessary permits to operate within Brazil and limited slot availability in the most important airports in terms of traffic volume. VRG tradenames were acquired as part of the VRG acquisition and were capitalized at fair value at that date. The tradenames are considered to have an indefinite useful life (and are not amortized) due to several factors and considerations, including the brand awareness and market position, customer recognition and loyalty and the continued use of the VARIG tradenames. The carrying values of the airport operating rights and tradenames are reviewed for impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that carrying values may not be recoverable. Costs related to the purchase or development of computer software that is separable from an item of related hardware is capitalized separately and amortized over a period not exceeding five years on a straight-line basis. The carrying value of these intangibles is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. The Company assesses at each balance sheet date whether intangibles with indefinite useful lives are impaired using discounted cash flow analyses, which considers the creditworthiness of the issuer of the security, as further described in Note 15 to our financial statements. As of December 31, 2011, 2010 and 2009 no impairment on goodwill and other intangible assets was recognized.
Business Combination. We have accounted for business combinations using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, based on the fair value on the acquisition date. Costs directly attributable to the acquisition are accounted for as expenses when incurred. The assets acquired and liabilities assumed were measured at fair value, classified and allocated according to the contractual terms, economic circumstances and relevant conditions on the acquisition date. Goodwill is measured as the excess of consideration transferred in relation to net assets acquired at fair value. If the consideration is lower than the fair value of net assets acquired, the difference should be recognized as a gain in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. On October 3, 2011, we acquired the total capital of Webjet, through our subsidiary VRG, for an adjusted price of R$43.4 million. This acquisition was accounted by the acquisition method in accordance with IFRS 3R and the gain on bargain purchase of R$88.4 million was recorded in our income statement for the year ended December 31, 2011 under other operating revenues (expenses), not taxable as it is related to a permanent difference, according to the Brazilian transition tax regime (Regime Tributário de Transição – RTT). We expect to finalize the valuation of certain assets, including intangible assets and liabilities, as well as the effect of deferred taxes until October 2, 2012. The gain on bargain purchase generated by the acquisition of Webjet is related to the recognition of the value of intangible assets not recorded on Webjet’s financial statements, represented by rights of use in the Guarulhos and Santos Dumont airports, which are the busiest airports in Brazil, and which value is a consequence of the significant demand growth anticipated in the next few years and our expectation for recovery of operation profitability in these airports.
Derivative Financial Instruments. The Company accounts for derivative financial instruments in accordance with IAS 39. In executing the risk management program, management uses a variety of financial instruments, to protect against sharp changes in market prices and to mitigate the volatility of its expenditures related to these prices. The Company does not hold or issue derivative financial instruments for speculative purposes.
Derivative financial instruments are initially recognized at fair value and subsequently the change in fair value is recorded in profit or loss, unless the derivative meets the strict criteria for cash flow hedge accounting.
For hedge accounting purposes, according to IAS 39, the hedge instrument is classified as a: (i) cash flow hedge when it protects against the exposure to fluctuations in cash flow that are attributable to a particular risk associated with an asset or liability recognized regarding an operation that is highly likely to occur or to an exchange rate risk for an unrecognized firm commitment, and (ii) fair value hedge when it protects from the results of a change in the fair value of a recognized liability, or a part thereof, that could be attributed to exchange risk.
At the beginning of a hedge transaction, the Company designates and formally documents the item covered by the hedge, as well as the objective of the hedge and the risk policy strategy. Documentation includes identification of the hedge instrument, the item or transaction to be protected, the nature of the risk to be hedged and how the entity will determine the effectiveness of the hedge instrument in offsetting exposure to variations in the fair value of the item covered or the cash flows attributable to the risk covered. The purpose is that such hedge instruments will be effective in offsetting the changes in fair value or cash flows and they are constantly appraised to determine if they really have been effective throughout the entire period for which they have been designated.
Amounts classified in equity are transferred to profit or loss each period in which the hedged transaction affects profit or loss. If the hedged item is the cost of a non-financial asset, the amounts classified in equity are transferred to the initial carrying amount of the non-financial asset.
If the forecast transaction or the firm commitment is no longer expected to occur, amounts previously recognized in equity are transferred to profit or loss. If the hedging instrument expires, is terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognized in equity are recognized in profit or loss.
We measure quarterly the effectiveness of the hedge instruments in offsetting changes in prices. Derivative financial instruments are effective if they offset between 80% and 125% of the changes in price of the item for which the hedge has been contracted. Any gain or loss resulting from changes in the fair value of the derivative financial instruments during the quarter in which they are not qualified for hedge accounting, as well as the ineffective portion of the instruments designated for hedge accounting are recognized as other finance income (expenses).
Aircraft maintenance and repair costs. Our aircraft lease agreements specifically provide that we, as lessee, are responsible for maintenance of the leased aircraft and engines, and we must meet specified airframe and engine return conditions upon lease expiration. Under certain of our existing lease agreements, we pay maintenance deposits to aircraft and engine lessors that are to be applied to future maintenance events. These deposits are calculated based on a performance measure, such as flight hours or cycles, and are available for reimbursement to us upon the completion of the maintenance of the leased aircraft. If there are sufficient funds on deposit to reimburse us for our maintenance costs, such funds are returned to us. The maintenance deposits paid under our lease agreements do not transfer either the obligation to maintain the aircraft or the cost risk associated with the maintenance activities to the aircraft lessor. In addition, we maintain the right to select any third-party maintenance provider or to perform such services in-house. Therefore, we record these amounts as a deposit on our balance sheet and recognize maintenance expense when the underlying maintenance is performed, in accordance with our maintenance accounting policy. Certain of our lease agreements provide that excess deposits at the end of the lease term are not refundable to us. Such excess could occur if the amounts ultimately expended for the maintenance events were less than the amounts on deposit. Any excess amounts held by the lessor or retained by the lessor upon the expiration of the lease, which are not expected to be significant, would be recognized as additional aircraft rental expense at the time it is no longer probable that such amounts will be used for maintenance for which they were deposited. The amount of aircraft and engine maintenance deposits expected to be utilized in the next twelve months is classified in current assets.
During the quarter ended June 30, 2011 we changed the classification of maintenance deposits from non-monetary to monetary asset, as since 2011 transactions involving these assets occurred substantially through receipts of funds, according to renegotiations conducted with the lessors. These transactions were recognized as exchange variation expense.
In addition, we have agreements with some lessors to replace the deposits by letters of credit, enabling us to use these funds in other expenditures relating to our lease agreements.
At the inception of the leases, our initial estimates of the maintenance expenses are equal to or in excess of the amounts required to be deposited. This demonstrates it is probable the amounts will be utilized for the maintenance for which they are to be deposited and the likelihood of an impairment of the balance is remote. There has been no impairment of our maintenance deposits.
A summary of activity in the Aircraft and Engine Maintenance Deposits is as follows:
|
|
2010 |
2011 |
|
|
(in thousands of reais) | |
|
Beginning of year |
446,530 |
456,666 |
|
Addition of Webjet’s deposits |
- |
59,679 |
|
Amounts paid in |
206,151 |
118,063 |
|
Reimbursement of expense incurred |
(191,500) |
(220,280) |
|
Replacement by letters of credit |
(4,515) |
(45,854) |
|
Exchange variation |
- |
(10,130) |
|
End of year |
456,666 |
358,144 |
Our fleet plan contemplates the replacement of some operating leases with finance lease agreements, in line with our plan to further standardize our fleet with Boeing Next Generation 737-700 and 737-800 aircraft. Due to the performance advantages of Boeing Next Generation 737-700 and 737-800 aircraft, we believe these aircraft should sustain attractive market valuations over the next years. We therefore intend to increase the number of finance leases. In light of this trend, our maintenance deposit accounts should decrease in the near term, subject to significant potential variations, including the actual cost of maintenance, the timing of the maintenance, aircraft cycles and potential new maintenance requirements.
Revenue Recognition. Passenger revenue is recognized either when transportation is provided or when the unused ticket expires. Tickets sold but not yet used are recorded as advance ticket sales that represents primarily deferred revenue for tickets sold for future travel dates. We recognize a portion of advance ticket sales as revenue based on historical data relating to the percentage of tickets sold and not used prior to the expiration date (“breakage”). The balance of deferred revenue is then reviewed on a monthly basis based on actual tickets that have expired and adjusted when necessary.
Mileage Program. Since the acquisition of VRG, the Company operates a frequent flyer program, (“Smiles Program”) that provides travel and other awards to members based on accumulated mileage credits. The obligations assumed under the Smiles Program were valued at the acquisition date at estimated fair value that represents the estimated price the Company would pay to a third party to assume the obligation for miles expected to be redeemed under the Smiles Program. The fair value of mileage credits, net of estimated non-use of miles (breakage) is determined by the weighted average according to (i) the average amount charged per seat by VRG to airlines that participate in the loyalty program divided by the average amount of miles required to issue a ticket using miles and (ii) the average sale price of miles sold to airlines that participate in the loyalty program Smiles. This fair value is updated every six months.
Share-Based Payments. The Company measures the fair value of equity-settled transactions with employees at the grant date using the Black&Scholes valuation model. The resulting amount, as adjusted for forfeitures is charged to income over the period in which the options vest. At each balance sheet date before vesting, the cumulative expense is calculated; representing the extent to which the vesting period has expired and management’s best estimate of the number of equity instruments that will ultimately vest. The change in cumulative expense since the previous balance sheet date is recognized in the income statement prospectively over the remaining vesting period of the instrument.
Provisions. Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset when the reimbursement is virtually certain. The expense relating to any provision is presented in profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Aircraft and engines return provision: in aircraft operating leases, we are contractually required to return the equipment in a predefined level of operational capability, as a result we recognize a provision based on the aircraft return costs as set forth in the agreement. The aircraft’s return provisions costs are estimated based on expenditures incurred in aircraft reconfiguration (interior and exterior), license and technical certification, painting, and other costs, according to the return agreement. Engine return provisions are estimated based on an evaluation and minimum contractual conditions that the equipment should be returned to the lessor, considering not only the historical costs incurred, but also the equipment conditions at the time of the evaluation.
Onerous contracts provision: present obligations resulting from onerous contracts are recognized and measured as provisions. An onerous contract is entered into when unavoidable costs to meet the obligations assumed under the contract exceed the economic benefits that are expected to be received over the contract term. The provision for onerous contracts refers to losses on operating lease agreements of out-of-service aircraft. The provision corresponds to the net amount between the present value of the installments of the respective leases and the expected revenue from the use of such aircraft through operation or subleases, where applicable. The assumptions used are estimates and the settlement of these transactions may result in amounts significantly different from those recorded.
Insurance provision: we maintain insurance coverage in amounts we consider adequate to cover potential claims, in light of the nature of business, and in accordance with contractual and regulatory requirements.
Others provisions: are substantially related to lawsuits and are provisioned for losses considered probable in our judgment, related to labor, civil and tax matters. Tax lawsuits are presented under tax obligations.
Deferred taxes. Deferred taxes are calculated based on tax losses, temporary differences arising on differences between tax bases and carrying amounts for financial reporting purposes of our assets and liabilities.
Even though unused tax losses and temporary differences have no expiration date in Brazil, deferred tax assets are recorded when there is evidence that future taxable profit will be available to use such tax credits. We record our deferred tax assets based on projections for future taxable profits, which considers a number of assumptions for revenue increase, for operating costs such as jet fuel prices, leasing expenses and etc. Our business plan is revised annually in order to revaluate the amounts to be recorded as deferred tax assets.
Deferred taxes is a critical accounting policy for us because it requires a number of assumptions and is based on our best estimate of our projections related to future taxable profit. In addition, because the preparation of our business plan is subject to a variety of market conditions, the results of our operations may vary significantly from our projections and as such, the amounts recorded as deferred tax assets may be impacted significantly in the future.
Results of Operations
Year 2011 Compared to Year 2010
In 2011, our revenue passenger kilometers (RPK) increased by 12.3% as compared to 2010, mainly due to the incorporation of Webjet’s fleet and route network in the last quarter of 2011, increased load factors in light of reduced fares as a result of the fierce competition generated by the substantial increase in supply (ASK) in the Brazilian airline industry especially during the first half of 2011, and the growth of demand among the emerging Brazilian middle class in 2011.
Demand in Brazil, as measured in revenue passenger kilometers (RPK) increased by 15.7% in 2011 when compared to 2010. International demand in revenue passenger kilometers increased by 11.9% over the same period. The total increase in demand, which slowed during the second half of 2011 as compared to the first half of 2011, was mainly due to: (i) reduction in domestic yields; (ii) the stronger macroeconomic scenario in Brazil and Latin America; (iii) the average depreciation of the U.S. dollar against the real, which allowed us to increase international market performance; and (iv) the growth of demand among the emerging Brazilian middle class.
In 2011, we maintained our conservative approach to adding capacity (in ASK). The supply on our total route network increased by only 9.1% as compared to 2010, leading to a 4.8% decline in our yields when comparing these same periods. On the other hand, our total demand increased by 12.3%, 1.3 times greater than our supply growth. As a result, we recorded a load factor of 68.7% in our total network, 1.9 percentage points higher than 2010. We increased our fleet utilization from 12.9 block hours/day in 2010 to 13.0 block hours/day in 2011.
Our results of operations, especially in the second half of 2011, were negatively impacted by: (i) higher fuel expenses due to the increase of global oil prices; (ii) the depreciation of the end of period real against the U.S. dollar, which negatively affected our operating expenses, our financial expenses in U.S. dollar-denominated debt and the amount of U.S. dollar-denominated debt as expressed in reais; (iii) reduced yields due to competition during the first half of 2011; (iv) additional expenses in 2011, especially, related to return of 3 Boeing 767 and (v) the increase of landing fees due to the impact of new landing and navigation fees methodology established by Infraero at the leading airports under its concession during 2011.
The results of operations of Webjet, which we acquired in the last quarter of 2011, and is still subject to regulatory approval, are consolidated in our results of operations for the year ended December 31, 2011, as from October 3, 2011. See note 12 of our financial statement.
We present in the following table information regarding our results of operations in IFRS in 2011 and 2010.
|
|
Year Ended December 31, | |
|
|
2010 |
2011 |
|
Income Statement Data: |
(in thousands of reais) | |
|
Operating revenues: |
|
|
|
Passenger |
6,277,657 |
6,713,029 |
|
Cargo and other |
701,790 |
826,279 |
|
Total operating revenues |
6,979,447 |
7,539,308 |
|
Operating expenses: |
|
|
|
Salaries, wages and benefits |
(1,252,402) |
(1,560,436) |
|
Aircraft fuel |
(2,287,410) |
(3,060,665) |
|
Aircraft rent |
(555,662) |
(505,058) |
|
Sales and marketing |
(367,757) |
(402,568) |
|
Landing fees |
(331,882) |
(395,249) |
|
Aircraft and traffic servicing |
(430,521) |
(484,642) |
|
Maintenance, materials and repairs |
(422,950) |
(434,181) |
|
Depreciation and amortization |
(281,604) |
(395,807) |
|
Other operating expenses |
(351,464) |
(633,634) |
|
Gain on bargain purchase |
- |
88,428 |
|
Total operating expenses |
(6,281,652) |
(7,783,812) |
|
Income (loss) from operations before financial income (expense) |
697,795 |
(244,504) |
|
Interest expense |
(297,256) |
(414,430) |
|
Financial income (expense), net |
(14,043) |
(341,484) |
|
Income (loss) before income taxes and social contribution |
386,496 |
(1,000,418) |
|
Income taxes |
(172,299) |
248,880 |
|
Net loss (income) |
214,197 |
(751,538) |
Operating Revenue
Oerating revenue increased by 8.0%, from R$6,979.4 million in the year ended December 31, 2010 to R$7,539.3 million in the year ended December 31, 2011:
|
|
Year Ended December 31, | ||||
|
Operating Revenue |
2010 |
2011 |
Chg.% | ||
|
|
(in thousands of reais) | ||||
|
Operating Revenue |
6,979,447 |
|
7,539,308 |
|
8.0% |
|
Passenger |
6,277,657 |
6,713,029 |
6.9% | ||
|
Cargo and other |
701,790 |
826,279 |
17.7% | ||
Passenger operating revenues increased by 6.9% from R$6,277.7 million in 2010 to R$6,713.0 million in 2011. This variation was due to the 1.9 percentage point increase in our load factor, partially offset by a 4.8% decline in yields.
Ancillary revenue, composed by cargo and other revenues, increased by 17.7% from R$701.8 million in 2010 to R$826.3 million in 2011, accounting for 11.0% of our net revenue in the year ended December 31, 2011, primarily due to: (i) a 18.0% increase in cargo revenue, accounting for approximately 4.0% of total net revenue (versus approximately 3.5% in 2010); (ii) an increase of up to 35% in no-show and ticket change fees, fueled by higher passenger volume when comparing the two periods; and (iii) a 4.8% growth in revenue from the Smiles mileage program. The ancillary revenue growth was partially offset by the decrease in volume of charter flights principally performed with Boeing 767 aircraft.
On a unit basis (RASK), the 8.0% increase in operating net revenues was offset by a 9.1% increase in available seat kilometers, and, as a result, revenue per available seat kilometer decreased by 1.0% from R$15.2 cents in 2010 to R$15.0 cents in 2011.
Operating Expenses
Operating expenses increased 23.9% from R$6,281.7 million in 2010 to R$7,783.8 million in 2011, due to: (i) a 33.8% increase in aircraft fuel expenses; (ii) a 24.6% growth in salaries expenses; (iii) increased variable costs due to higher operational volume (airport fees, hotels, handling, aircraft cleaning, landing fees, navigational assistance and other expenses); (iv) expenses associated with the return of three Boeing 767 aircraft; (v) the new landing and navigation fee methodology established by Infraero at the leading airports under its concession during 2011; (vi) expenses from the international restrictions brought about as a result of the Puyehue volcanic eruption in Chile; (vii) additional expenses associated with system improvements and developments and the optimization of the route network and a provision for an insurance reimbursement; and (viii) higher depreciation and amortization expenses as further explained below. The increase was partially offset by R$88.4 million from the gain bargain purchase on the acquisition of Webjet (for more details, see Note 12 to our financial statements included elsewhere herein). The following table sets forth our total operating expenses for the period indicated:
|
|
Year Ended December 31, | ||||
|
Operating Expenses (in thousands of reais) |
2010 |
2011 |
Chg.% | ||
|
Salaries |
(1,252,402) |
(1,560,436) |
24.6% | ||
|
Aircraft fuel |
(2,287,410) |
(3,060,665) |
33.8% | ||
|
Aircraft rent |
(555,662) |
(505,058) |
-9.1% | ||
|
Sales and marketing |
(367,757) |
(402,568) |
9.5% | ||
|
Landing fees |
(331,882) |
(395,249) |
19.1% | ||
|
Aircraft and traffic servicing |
(430,521) |
(484,642) |
12.6% | ||
|
Maintenance, materials and repairs |
(422,950) |
(434,181) |
2.7% | ||
|
Depreciation and amortization |
(281,604) |
(395,807) |
40.6% | ||
|
Other operating expenses |
(351,464) |
(633,634) |
80.3% | ||
|
Gain on bargain purchase |
- |
|
88,428 |
|
100% |
|
Total operating expenses |
(6,281,652) |
|
(7,783,812) |
|
23.9% |
On a per unit basis, our operating expense per available seat kilometer (CASK) increased by 13.6% from R$13.7 cents in 2010 to R$15.5 cents in 2011, mainly due to higher CASK from fuel, personnel, landing fees, depreciation and amortization and other expenses. The increase in CASK was partially offset by the 9.1% growth in supply (ASK).
The following tables set forth certain of our operating expenses per available seat kilometer as a percentage of total operating expenses, each for the period indicated.
|
|
Year Ended December 31 | ||
|
Operating Expenses per Available Seat Kilometer Breakdown (%) |
2010 |
2011 |
Chg bps |
|
Fuel |
36.4% |
39.3% |
2.9% |
|
Personnel |
19.9% |
20.0% |
0.1% |
|
Rent |
8.8% |
6.5% |
-2.4% |
|
Maintenance |
6.7% |
5.6% |
-1.2% |
|
Other |
28.1% |
28.6% |
0.5% |
|
|
Year Ended December 31 | ||
|
Operating Expenses per Available Seat Kilometer (in cents of reais) |
2010 |
2011 |
Chg % |
|
Salaries, |
(2.73) |
(3.11) |
14.2% |
|
Aircraft fuel |
(4.98) |
(6.11) |
22.6% |
|
Aircraft rent |
(1.21) |
(1.01) |
(16.7)% |
|
Sales and marketing |
(0.80) |
(0.80) |
0.3% |
|
Landing fees |
(0.72) |
(0.79) |
9.1% |
|
Aircraft and traffic servicing |
(0.93) |
(0.97) |
3.8% |
|
Maintenance, materials and repairs |
(0.92) |
(0.87) |
(5.9)% |
|
Depreciation and amortization |
(0.61) |
(0.79) |
28.8% |
|
Other operating expenses |
(0.77) |
(1.09) |
41.1% |
|
Operating Expenses per available seat kilometer (CASK) |
(13.67) |
(15.53) |
13.6% |
|
CASK excluding fuel expenses |
(8.70) |
(9.42) |
8.4% |
Aircraft fuel expenses increased by 33.8% from R$2,287.4 million in 2010 to R$3,060.7 million in 2011, largely due to: (i) a 19.5% increase in the average international WTI oil price; and (ii) the 8.6% growth in fuel consumption as a result of the 10.6% increase in the number of hours flown. Increased fuel expenses were partially offset by the average 4.8% period depreciation of the U.S. dollar against the real. In per-available seat kilometers terms, aircraft fuel costs increased by 22.6%, due to the same reasons but partially diluted by the increase in ASK.
Salaries increased by 24.6%, from R$1,252.4 million in 2010 to R$1,560.4 million in 2011, due to: (i) the impact of a 8.75% pay raise for our 2011 payroll; (ii) the increase in flight crew bonuses due to the 10.6% increase in the numbers of hours flown; (iii) training expenses due to the hiring of approximately 400 co-pilots during 2011; (iv) the impact of a 6.5% pay raise for our 2012 payroll accounting in December 2011; and (v) 9.3% workforce increase due to the Webjet acquisition in October 2011. In per available seat-kilometer terms, salaries, wages and benefits increased by 14.2%, due to the same reasons but partially diluted by the increase in ASK.
Aircraft rent decreased by 9.1% from R$555.6 million in 2010 to R$505.1 million in 2011, due to: (i) the lower number of aircraft under operating leases (an average of 86 in 2011 versus an average of 89 in 2010); (ii) the return of three Boeing 767s which had a higher leasing cost; and (ii) the average 4.8% period depreciation of the U.S. dollar against the real. The expense was partially offset by the incorporation of 14 Boeing 737-300 from Webjet in our fleet since October 3, 2011. In per available seat-kilometer terms, aircraft rent decreased by 16.7%, due to the same reasons emphasized by the increase in ASK.
Sales and marketing expenses increased by 9.5% from R$367.8 million in 2010 to R$402.6 million in 2011, due to the higher expenses with sales incentives in light of the increase in sales volume, partially offset by the elimination of ticket sale commissions for travel agents as of February 2010. In per available seat-kilometer terms, sales and marketing expenses decreased 0.3%, due to the same reasons but partially diluted by the increase in ASK.
Landing fees increased by 19.1% from R$331.9 million in 2010 to R$395.2 million in 2011, due to: (i) the increase in landings fees expenses due to the impact of new landing and navigation methodology established by Infraero at the leading airports under its concession during 2011; and (ii) the 6.4% increase in the number of landings. The landing fees expense was partially offset by the 4.8% period depreciation of the average U.S. dollar against the real with an impact on international landing fees. In per-available seat-kilometer terms, these fees increased by 9.1%, due to the same reasons but partially diluted by the increase in ASK.
Aircraft and traffic servicing expenses increased by 12.6% from R$430.5 million in 2010 to R$484.6 million in 2011, mainly due to: (i) the increase in handling expenses due to higher passenger volume (increase of 6.4% in number of departures) and the impact of pay raises on the cost of these services; (ii) additional IT expenses due to investments in technological improvements such as remote check-in and the new Smiles system; and (iii) additional consulting services. In per available seat-kilometer terms, these costs increased by 3.8% in the same period, due to the same reasons but partially diluted by the increase in ASK.
Maintenance, materials and repairs increased by 2.7% from R$423.0 million in 2010 to R$434.2 million in 2011, due to expenses related with the return of three Boeing 767s, partially offset by the average 4.8% period depreciation of the U.S. dollar against the real, given that most of these expenses are in foreign currency and the expenses related to the fleet renewal in 2010, not incurred in 2011. In per available seat-kilometer terms, the maintenance, materials and repairs decreased by 5.9%, due to the same reasons but magnified by the increase in ASK.
Depreciation and amortization expenses increased by 40.6% from R$281.6 million in 2010 to R$395.8 million in 2011, mainly due to: (i) the higher average number of aircraft under finance leases (an average of 42 in 2011 versus an average of 35 in 2010); and (ii) an increase in the depreciation of estimated reconfiguration costs for aircraft and an increase in contractually established costs associated with improvements in major engine overhauls. In per available seat-kilometer terms, depreciation and amortization increased by 28.8%, due to the same reasons but partially diluted by the increase in ASK.
Other operating expenses (mainly crew travel and accommodation, direct passenger expenses and general and administrative expenses) increased 80.3% from R$351.4 million in 2010 to R$633,634 million in 2011 due to: (i) a contractual penalty of approximately R$25 million from the early return of three Boeing 767s; (ii) increase of approximately R$20.0 million in variable expenses directly linked to passenger volume (crew travel, accommodation, meals, transportation and direct passenger expenses) due to the 6.4% growth in the number of landings; (iii) expenses of R$5.0 million due to flight cancellations and delays, mainly due to the restrictions on international flights in the Southern cone region for most of June due to volcanic ash from an eruption in Chile; (iv) expense of R$10.0 million from the termination of an agreement with a baggage-handling provider in order to obtain commercial benefits and future savings from the new provider, besides other penalties related to contracts termination during 2011; (v) additional expenses of R$50.0 million associated with system improvements and developments and the optimization of the route network and a provision for an insurance reimbursement; (vi) increase in expenses from the redemption of miles for use in international partner airlines; (vii) R$51.5 million for impairment of the fleet and spare parts from GOL and Webjet’s fleet; (viii) revision of the criteria used to calculate contributions for PIS and COFINS in the last quarter of 2011, which generated an expense of R$24.0 million; and (ix) provision of R$26.0 million for the anticipated return of 14 Boeing 737-300 aircraft from Webjet. The results was partially offset by R$88.0 million of bargain purchase gain in Webjet’s acquisition. In per available seat-kilometer terms, other operating expenses increased by 41.1%, due to the same reasons but partially diluted by the increase in ASK.
Net Financial Result
Our net financial expense increased by 142.8% from R$311.3 million in 2010 to R$755.9 million in 2011 primarily as a result of the negative impact of R$476.4 million due to an 18.8% depreciation of the real against the dollar in the third quarter as compared to the second quarter on the Company’s financial result, given that most of our debt is denominated in foreign currency.
|
|
Year Ended December 31 | |||
|
Financial Result (in thousands of reais) |
|
2010 |
2011 |
Chg. % |
|
Interest on short- and long-term debt |
(297,256) |
(414,430) |
39,4% | |
|
Exchange rate changes, net |
46,549 |
(398,897) |
956.9% | |
|
Derivative net Results |
(117,022) |
(52,425) |
-55.2% | |
|
Investments funds |
103,906 |
147,508 |
42.0% | |
|
Other financial expenses |
(47,476) |
(37,670) |
-20.7% | |
|
Net financial results |
(311,299) |
(755,914) |
142.8% | |
Interest on short- and long-term debt increased by 39.4% in 2011 as compared to 2010, due to: (i) additional interest on loans from the senior notes issued in July 2010 maturing in 2020; (ii) additional interest on loans from the R$600 million debenture issue in September 2010; (iii) additional interest on loans from the R$500 million debenture issue in June 2011; (iv) the larger number of aircraft classified under finance leases (an average of 42 in 2011 versus an average of 35 in 2010); and (v) the 12.6% depreciation of the real against the dollar between the periods (exchange rate of the end of the period), which had a negative impact on interest payments on foreign-currency debt (70.0% of our total debt at December 31, 2011).
Exchange rate changes, net generated a loss of R$398.9 million in 2011 versus a gain of R$46.0 million in 2010 due to the depreciation of the real versus the U.S. dollar, especially in the third quarter of 2011, which had a direct impact on foreign-currency-denominated financial assets and liabilities and by the recognition of an exchange variation expense of R$10.5 million due to the reclassification of maintenance deposits from “non-monetary assets” to “monetary assets” since the second quarter of 2011, partially offset by the reduced U.S. dollar exposure of our debt (70% in 2011, versus 76% in 2010).
In 2011, we recognized derivative financial instruments net loss of R$52.4 million. As of December 31, 2011, we had derivative positions in place to hedge approximately 48%, 41%, 27% and 20% of our estimated jet fuel consumption for the first, second, third, and fourth quarters of 2012, respectively.
Investments funds increased by 42.0% in 2011 as compared to 2010 due to financial gains from increased investments of our cash position composed by cash and cash equivalents, short investments and current and noncurrent restricted cash, which is already equivalent to 31.1% of our last 12-months operating revenue.
Other financial expenses decreased by 20.7% from R$47.5 million in 2010 to R$37.3 million in 2011, due to a R$38.0 million expense from the discounts granted to CVC in 2010. The expense was partially offset by a R$10.4 million expense from the recognition of the adjustment to present value of future obligations related to aircraft returns and higher expenses from banking commissions generated by the debenture issue in June 2011, senior notes issued in July 2010 and the debentures issued in September 2010 (recognized in the income statement along the debt’s maturity period).
Income Tax
Income tax generated a credit of R$248.9 million in 2011 compared to an a expense of R$172.3 million in 2010. The variations were mainly due to credits taxes from VRG tax loss carryforwards and negative basis of social contribution, the depreciation of the real against the U.S. dollar between the periods, which generated a temporary reduction difference on the exchange variation of financial leasings, contributing to the credit recorded in the deferred income tax line. In addition, there was an decrease in taxable income, generating an expense of R$5.8 million under current income tax.
Income (Loss) For The Period
As a result of the foregoing, we had net losses of R$751.3 million in 2011, versus a net income of R$214.2 million in 2010.
Year 2010 Compared to Year 2009
Our results of operations in 2010 were affected by the following key drivers:
Strong growth in domestic market: In 2010, the improved economic scenario in Brazil and South America as a whole, especially from the consumer confidence point of view and the expansion of the country’s emerging middle class, which led to a greater number of people opting for air transport, were the main factors for the increase in domestic demand. As a result we grew 17.0% as compared to 2009 in terms of revenue passenger kilometers in the domestic market.
Implementation of new cost reduction initiatives: We have completed our fleet renewal plan in 2010, with the return of the remaining 11 Boeing 737-300 aircraft. This will benefit future years with a reduction of approximately R$9 million per quarter of leasing expenses. We will replace more aircraft with new Boeing 737-800 and 700s NGs aircraft that will provide lower cost of inventories and spare parts, less fuel consumption and lower crew training costs. We also have implemented several measures for cost reduction resulting in a reduction of other operating expenses, including: the implementation of the Shared Services Center, the adoption of zero based budgeting methodology and investments linked to IT improvements of internal controls systems in order to improve operational efficiency. Our high aircraft utilization rate of 12.9 block hours per day in 2010, an increase of 10.4% compared to the 11.6 block hours per day recorded in 2009, also contributed to dilute fixed costs.
We present in the following table information regarding our results of operations in IFRS in 2010 and 2009.
|
|
Year Ended December 31, | |
|
|
2009 |
2010 |
|
Income Statement Data: |
(in thousands of reais) | |
|
Operating revenues: |
|
|
|
Passenger |
5,306,530 |
6,277,657 |
|
Cargo and other |
718,852 |
701,790 |
|
Total operating revenues |
6,025,382 |
6,979,447 |
|
Operating expenses: |
|
|
|
Salaries |
(1,100,953) |
(1,252,402) |
|
Aircraft fuel |
(1,813,104) |
(2,287,410) |
|
Aircraft rent |
(650,683) |
(555,662) |
|
Sales and marketing |
(364,551) |
(367,757) |
|
Landing fees |
(312,637) |
(331,882) |
|
Aircraft and traffic servicing |
(381,721) |
(430,521) |
|
Maintenance, materials and repairs |
(417,212) |
(422,950) |
|
Depreciation and amortization |
(142,853) |
(281,604) |
|
Other operating expenses |
(428,376) |
(351,464) |
|
Total operating expenses |
(5,612,090) |
(6,281,652) |
|
Income (loss) from operations before financial income (expenses) |
413,292 |
697,795 |
|
Interest expense |
(288,112) |
(297,256) |
|
Financial income (expense), net |
630,956 |
(14,043) |
|
Income (loss) before income taxes and social contribution |
756,136 |
386,496 |
|
Income taxes |
134,696 |
(172,299) |
|
Net loss (income) |
890,832 |
214,197 |
We had operating income of R$697.8 million in 2010 compared to R$413.2 million in 2009. Our operating margin was 10.0% in 2010, and 6.9% in 2009. We reported net income in 2010 of R$214.2 million compared to R$890.8 million for 2009. Income before income tax was R$386.5 million in 2010 compared to R$756.1 million in 2009.
Operating Revenues. Operating revenues increased 15.8% to R$6,979.5 million in 2010 as compared to 2009 as a result of the increased demand for domestic flights emerging from the Brazilian middle class due to the positive macroeconomic scenario, in addition to our: (i) dominant position and increased frequency between the Brazilian leading airports; (ii) high operating quality indices (punctuality, regularity, client service and safety); (iii) dynamic fare management, which combines the strengthening quarterly yields with stimulation demand for leisure travelers; (iv) growth of the Smiles mileage program and; (vi) focus on short-haul flights in a range of three hours or less, benefiting business travelers. Our consolidated demand increased 19,4%. Our domestic market demand increased by 17.0%, while international market demand increased 48.7% as a result of our international network expansion with the introduction of new routes in the Southern Cone and Caribbean regions and the introduction of new regional destinations in Brazil in addition to markets operated by our new regional airline partners. The higher demand was partially offset by a 0.9% decrease in yields to R$20.5 cents in 2010 from R$20.7 cents in 2009 due to a variety of factors: (i) a more stable capital markets scenario, (ii) lower selling expenses in the domestic market due to a gradual decrease during 2009 of commissions paid to travel agencies in the domestic market (valid for all players in the industry) which were fully extinguished in February 2010, (iii) the upturn in economic activity and consumer confidence, reflected in increased demand for leisure trips that consequently, generate larger forward bookings; (iv) an increase in the average stage length by 1.9% and; (v) lower U.S. dollar and WTI oil price volatility.
Our load factor increased 3.1 percentage points from 63.6% in 2009 to 66.7% in 2010, mainly due to lower increase in available seat kilometers by 13.8% compared to the increase of 19.4% in revenue passenger kilometers.
Our ancillary revenues, composed by cargo and others revenues, decreased 2.4% from R$718.9 million in 2009 to R$701.8 million in 2010, representing 10.1% of our total net revenues, mainly due to the decrease in no-show fee and tickets rescheduling revenue and due to revenues of R$48.1 million in 2009 related to image rights and rental of our Smiles client database as part of the co-branded credit card contract.
Operating Expenses. Operating expenses per available seat kilometer decreased 1.7% from R$13.91 cents in 2009 to R$13.67 cents in 2010, primarily due to the (i) increased available seats kilometers by 13.8%; (ii) 10.4% increase in aircraft utilization; (iii) 1.9% extension of the average stage length, offset by an increase of 10.8% in fuel cost from R$4.49 cents to R$4.98 cents per available seat kilometers. Operating expenses per available seat kilometer excluding fuel decreased 7.6% from R$9.41 cents to R$8.70 cents in 2010, mainly due to lower aircraft rent, maintenance, sales and marketing and other operating expenses; offset by the additional costs arising from the fleet renewal carried out in 2010 to return eleven Boeing 737-300 aircraft and the maintenance expenses for reactivation of five Boeing 767, four for long-haul international charter and one for sub-leasing operations.
Our breakeven load factor increased 0.8 percentage points to 60.0% in 2010 compared to 59.2% in 2009, primarily due to (i) higher fuel cost per liter; (ii) 0.9% decline in yields and; (iii) a 3.1 percentage points increase in load factor.
The breakdown of our operating expenses on a per available seat kilometer basis for 2010 compared to 2009 is as follows.
|
|
Year Ended December 31, | |
|
|
2009 |
2010 |
|
|
(cost per available seat kilometer in R$ cents) | |
|
Operating expenses: |
|
|
|
Salaries |
2.73 |
2.73 |
|
Aircraft fuel |
4.49 |
4.98 |
|
Aircraft rent |
1.61 |
1.21 |
|
Sales and marketing |
0.90 |
0.80 |
|
Landing fees |
0.77 |
0.72 |
|
Aircraft and traffic servicing |
0.95 |
0.93 |
|
Maintenance materials and repairs |
1.03 |
0.92 |
|
Depreciation and amortization |
0.35 |
0.61 |
|
Other operating expenses |
1.06 |
0.77 |
|
Total operating expenses |
13.91 |
13.67 |
|
Cost per flight hour |
9.41 |
8.70 |
Note: In October 2010, ANAC changed its calculation method for monthly traffic information and republished information for periods since January 2009. All operating data for 2009 and 2010 reflects the new methodology. According to ANAC, the changes were designed to align data with the concepts adopted by the ICAO. The change was necessary because Brazil has joined the ICAO’s statistical program and supplies the latter’s database with several industry data. Changes in the methodology refer to the calculation of ASK (seat supply) and the classification of domestic legs in international flights, which are now considered to be part of the domestic market. ANAC has stated that it will republish information for 2008 at a later date.
Salaries, wages and benefits increased 13.8%, or R$151.4 million, due to (i) a 6% partial cost of living increase on salaries effected in December 2010; (ii) higher constituted provisions for employee profit sharing based on the stock option plan and; (iii) a 4.5% increase in the number of employees from 17,963 in 2009 to 18,776 in 2010, especially in the operational, airport and call center areas, in turn fueled by the need to adjust to the growth in our operations and the growth of 15.8% in passengers transported. Salaries, wages and benefits per available seat kilometer decreased 0.1% due to the same reasons, although diluted by the increase in available seat kilometers in 2010.
Aircraft fuel expense increased 26.2%, or R$ 474.3 million, primarily due to a 22.4% increase in average oil (WTI) prices, 3.4% increase in fuel consumption due to the growth in the operations and higher number of average operating aircraft (from 108 in 2009 to 111 in 2010). Aircraft fuel expense per available seat kilometer increased 10.8% due to the same reasons, although diluted by the increase in available seat kilometers in 2010.
Aircraft rent, which we incur in U.S. dollars, decreased 14.6%, or R$ 95.0 million, due to a 11.7% average depreciation of the U.S. dollar against real and a 18.2% increase in the total fleet under finance leases from 33 in 2009 to 39 in 2010. Aircraft rent per available seat kilometer decreased 25.0%, due to the same reasons, although emphasized by an increase in available seat kilometers in 2010.
Sales and marketing expense increased 0.9%, or R$ 3.2 million, resulting from (i) additional advertising expenses in order to revitalize our Smiles mileage program; (ii) advertising expenses from a new institutional campaign and; (iii) higher commissions paid to credit card administrators due to the increase in direct sales, partially offset by the elimination of ticket sales commissions for travel agents as of the beginning of February 2010. Sales and marketing per available seat kilometer decreased 11.4% due to the increase in available seat kilometers in 2010.
Landing fees increased 6.2%, or R$19.3 million, mainly due to a 7.9% increase in departures. Landing fees per available seat kilometer decreased 6.7% due to the increase in available seat kilometers in 2010.
Aircraft and traffic servicing expense increased 12.8%, or R$48.8 million, primarily due to an increase in the average operating fleet (from 108 in 2009 to 111 in 2010), increased handling expenses as a result of increased arrivals and departures and additional IT and consulting services related to (i) the implementation of the new budget planning method (zero base budget), (ii) the Shared Service Center aiming to improve the quality and productivity of our operations, (iii) the migration of our Smiles system from IBM to Oracle (Siebel) and (iv) the improvement of internal software (related to check-in developments, buy on board services and wireless entertainment service). Aircraft and traffic servicing expense per available seat kilometer decreased 1.5% due to the same reasons, although diluted by the increase in available seat kilometers in 2010.
Maintenance, materials and repairs increased 1.4%, or R$5.7 million, due to increase in scheduled aircraft maintenance events during the year, reflecting the larger average operating fleet and expenses related to the fleet renovation and standardization program, with return of eleven remaining Boeing 737-300 and reactivation of five Boeing 767 to long-haul international charters and sub-leasing operations. Maintenance, materials and repairs per available seat kilometer decreased 10.9% primarily due to the increase in available seat kilometers in 2010.
Depreciation and amortization increased 97.1% or R$138.8 million, due primarily to (i) the higher number of aircraft under finance leases (from 33 in 2009 to 39 in 2010); (ii) a change in 2010 in the estimate for the depreciation of maintenance costs for engines under finance leases, which now have a 5-year depreciation period, whereas the remaining items continue to depreciate over 25 years. Depreciation and amortization per available seat kilometer increased 73.2% due to the same reasons, although diluted by the increase in available seat kilometers in 2010.
Other operating expenses (mainly comprising accommodation, crew travel and accommodation, direct passenger expenses, equipment leasing and general and administrative expenses) decreased 18.0%, or R$76.9 million, due to several factors: (i) more efficient controls over general and administrative expenses (telephone, water, gas and electricity), as well as losses of inventories, uniforms and other inputs in the operational bases, (ii) gains from the automation of our internal systems (inventories, accounts, billing, legal affairs and accounts receivable), which led to better controls over provisions and reduction in general and administrative expenses; (iii) optimization of our route network; (iv) fewer flight cancellations; and (v) greater volume of IT equipment under finance leases, reducing expenses from equipment rentals. Other operating expenses per available seat kilometer decreased 27.4% due to the same reasons, although emphasized by the increase in available seat kilometers in 2010.
Financial Income (Expense). Financial expense in 2010 totaled R$311.3 million compared to a financial income of R$342.8 million in 2009, mainly as a result of: (i) lower non-cash foreign exchange variation gains on our assets and liabilities of R$661.7 million due to the impact of the 4.3% appreciation of the real against the U.S. dollar during 2010 (compared to a 25.5% appreciation in 2009); (ii) higher interest expenses related to the increase in our indebtedness with the issue of senior notes in July 2010 and debentures in September 2010; (iii) partially offset by the R$33.9 million increase of interest revenue due to the higher cash position since the end of 2009.
Income Taxes. Our income taxes totaled R$172.3 million in 2010, compared to an income tax benefit of R$134.7 million in 2009, mainly as a result of higher current income tax in 2010 due to higher taxable income basis calculated in accordance with Brazilian corporation law (No. 6,404/76) and higher deferred income tax expense caused by: (i) temporary differences arising mainly from the exchange variation on financial leasing operations which generate deferred income tax liabilities; (ii) recognition in 2009 of deferred income tax credits resulting from tax losses generated by VRG acquisition and; (iii) tax credits from temporary differences recorded in 2009 based on expectations for future taxable income.
B. Liquidity and Capital Resources
Cash Flow Analysis
Operating Activities. Our strategy is to rely primarily on cash flows from operations to provide working capital for current and future operations. In 2011, we used R$602.5 million in cash from our operating activities reflecting the decrease in our operating profitability. In 2010 and 2009, net cash provided by operating activities was R$723.9 million and R$457.3 million, respectively. Cash flows used in operating activities for 2011 were driven by R$751.5 million in net loss, plus noncash depreciation and amortization expense of R$395.8 million, noncash interest on loans of R$414.4 million, noncash exchange variation loss of R$400.1 million, a R$123.7 million increase in accounts receivable, R$1,011.5 million short-term investments used for trading, a R$66.1 million increase in deposits, an increase of R$305.0 million in interest paid and a decrease of R$77.3 million in prepaid expenses and recoverable taxes. Cash flows associated with derivative financial instruments, which are also classified as operating cash flows, generated net inflows of R$19.5 million in 2011. In 2010, we generated R$723.9 million cash from our operating activities, mainly driven by our net income of R$214.2 million. In 2009, we generated R$457.3 million cash from our operating activities, mainly driven by our net income of R$890.8 million, and partially offset by the decrease in accounts receivable of R$182.0 million and a decrease in deposits of R$124.2 million.
In 2011 our operating cash flows were affected by an increase of R$66.1 million related to the requirement under the terms of certain of our aircraft operating lease agreements that we establish maintenance reserve deposit accounts for our aircraft that must be funded at specified levels. As of December 31, 2011, we had R$630.5 million of deposits under our aircraft operating leases for maintenance. Funds will be drawn from the maintenance reserve accounts to reimburse for certain structural maintenance expenditures incurred. We believe the amounts deposited and to be deposited plus our own cash resources will be sufficient to service our future aircraft and maintenance costs for the duration of the applicable operating leases.
Investing Activities. Net cash used in investing activities was R$469.2 million primarily due to the payment for the acquisition of Webjet (net of cash acquired) of R$33.9 million and of property and equipment, including spare parts and aircraft modifications, investments in the expansion of Confins Maintenance Center and pre-delivery deposits for the acquisition of Boeing 737 aircraft. During 2011, capital expenditures were R$279.8 million, especially due to pre-delivery deposits for the acquisition of Boeing 737 aircraft. In 2010 capital expenditures were R$230.5 million mainly related to pre-delivery deposits for the acquisition of Boeing 737 aircraft.
Financing Activities. Net cash generated from financing activities totaled R$354.5 million in 2011 and consisted primarily of capital we raised in our issuance of our 5th series of debentures in the amount of R$500 million maturing in 2017 that we used as working capital, to pay suppliers, and in the investment of R$182 million made by Delta Airlines in our capital. These proceeds were partially offset by the prepayment of working capital lines, other debt maturing in the next couple of years to reduce refinancing risk in the short term, and payments of aircraft finance leases. Net cash generated from financing activities totaled R$139.9 million in 2010, as compared to net cash generate from financing activities of R$769.2 million in 2009, mainly due to receipt of net proceeds from a follow-on offering of common and preferred shares in the amount of R$600.3 million concluded in October 2009 and receipt of net proceeds from a rights offering in the amount of R$203.5 million concluded in the second quarter of 2009.
Liquidity
In managing our liquidity, we take into account our cash and cash equivalents, short-term investments and short- and long-term restricted cash as well as our accounts receivable balances. Our accounts receivable balance is affected by the payment terms of our credit card receivables. Our customers can purchase seats on our flights using a credit card and pay in installments, typically creating a one-or two-month lag between the time that we pay our suppliers and expenses and the time that we receive payment for our services. When necessary, we obtain working capital loans, which can be secured by our receivables, to finance the sale-to-cash collection cycle.
We have a strong balance sheet, especially our cash position which as of December 31, 2011 was equivalent to 31.1% of our trailing twelve months’ operating revenues and already surpasses our initial target of at least 25% of the trailing twelve months’ operating revenues. This position also covers 1.5 times our short-term debt, which we believe currently is an appropriate level of liquidity. We are also committed to having no significant financial debt maturities (excluding finance leases) coming due within any three-year horizon.
The following table sets forth certain key liquidity data at the dates indicated:
|
|
At December 31, | ||
|
|
2010 |
2011 |
% Change |
|
|
(in millions of reais) | ||
|
Real Denominated |
2,316.1 |
2,702.6 |
16.7% |
|
Cash and Cash Equivalents |
1,955.9 |
1,230.3 |
(37.1%) |
|
Short-Term Investments and Short- and Long-Term Restricted Cash |
57.1 |
1,118.2 |
1,858.3% |
|
Short-term Receivables |
303.1 |
354.1 |
16.8% |
|
Foreign Exchange Denominated |
323.7 |
365.1 |
12.8% |
|
Advances for acquisition of aircraft |
323.7 |
365.1 |
12.8% |
|
Total Cash Deposits |
2,639.8 |
3,067.7 |
16.2% |
As of December 31, 2011, cash and cash equivalents, short-term investments and short- and long-term restricted cash were R$2,702.6 million, comprised by R$1,230.3 million in cash and cash equivalents balance, R$1,009.1 million in short-term investments representing immediate liquid financial assets and R$109.1 million in restricted cash. The increase in total cash deposits, as compared to 2010 is mostly due to several measures in 2011 towards increasing our liquidity such as (i) our 5th debenture issuance in the amount of R$500 million, which was used to finance working capital and pay suppliers; (ii) the equity investment of R$182 million made by Delta Air Lines; and (iii) an issuance of R$200 million related to Webjet’s refinancing, which allowed us a greater flexibility in the management of Webjet’s cash flow.
Short-term receivables include credit card sales, the Voe Fácil installment payment program, accounts receivables from travel agencies and cargo transportation. At the end of 2011, we had increased volume of short-term receivables as compared to 2010, due to an increase in the volume of advance ticket sales.
As of December 31, 2011, we had R$365.1 million deposited with Boeing as advances for aircraft acquisitions, an increase of 12.8% as compared to December 31, 2010, mainly due to the higher number of aircraft delivered in 2011 with the deposit returned to us and the higher number of new aircraft deliveries scheduled to be delivered from Boeing under our fleet plan in the next 18 months as compared to the same period in 2010.
As a result, our total cash deposits was R$3,067.7 million as of December 31, 2011 as compared to R$2,639.8 million at December 31, 2010.
Indebtedness
The following table sets forth our loans and financings at December 31, 2011 and 2010:
|
|
At December 31, | ||
|
|
2010 |
2011 |
% Change |
|
|
(in millions of reais) | ||
|
Loans and Financing |
1,709.4 |
2,535.2 |
48.3% |
|
Aircraft Finance Lease |
1,680.1 |
2,056.3 |
22.4% |
|
Interest |
53.7 |
64.1 |
19.4% |
|
Perpetual Bonds |
297.9 |
335.8 |
12.7% |
|
Total Loans and Financing |
3,741.1 |
4,991.4 |
33.4% |
As of December 31, 2011, our total debt was R$4,991.4 million, with an average term of 7.3 years (excluding perpetual notes) and an average interest rate of 12.3% for obligations in local currency and of 6.2% for U.S. dollar denominated obligations. Excluding our perpetual bonds, which have no maturity date, total loans and financing totaled R$4,655.7 million at December 31, 2011, with a negative foreign exchange effect due to the depreciation of the real against the U.S. dollar of 12.6% between 2011 and 2010. The increase compared to 2010 was also impacted by: (i) the 5th issuance of debentures in the amount of R$500 million issued in June 2011; (ii) the higher number of aircraft under financial leasing (average of 42 in 2011 versus 35 in 2010); and (iii) the incorporation of Webjet’s debt in our balance sheet from October 3, 2011.
Loans and Financing
The following table sets forth our short- term and long-term loans as of December 31, 2010 and 2011:
|
|
At December 31, | ||
|
|
2010 |
2011 |
% Change |
|
Short-Term Debt |
(in millions of reais) | ||
|
Local Currency |
65.0 |
1,215.1 |
1769.4% |
|
BNDES- loan |
14.4 |
8.4 |
-41.7% |
|
BNDES-Safra loan(2) |
27.5 |
30.0 |
8.9% |
|
BDMG loan(3) |
3.4 |
3.6 |
6.6% |
|
Debentures IV ** |
- |
595.1 |
100.0% |
|
Debentures V** |
- |
493.3 |
100.0% |
|
Santander |
- |
40.7 |
100.0% |
|
Citibank |
- |
19.4 |
100.0% |
|
Industrial CDB |
- |
1.2 |
100.0% |
|
Interest |
19.7 |
23.4 |
18.8% |
|
Foreign Currency (U.S.Dollars) |
281.0 |
337.3 |
20.0% |
|
Working Capital |
83.8 |
95.9 |
100.0% |
|
Aeroturbine |
- |
4.6 |
100.0% |
|
IFC loan(4) |
13.9 |
31.2 |
124.5% |
|
FINIMP(5) |
2.7 |
3.1 |
15.0% |
|
Finance Lease |
146.6 |
161.8 |
10.3% |
|
Interest |
34.0 |
40.7 |
19.7% |
|
Total Short-Term Debt |
346.0 |
1,552.4 |
348.6% |
|
|
|
| |
|
Long-Term Debt |
|
|
|
|
Local Currency |
700.5 |
264.7 |
-62.2% |
|
BNDES loan (1) |
8.4 |
- |
-100.0% |
|
BNDES-Safra loan (2) |
70.9 |
42.8 |
-39.6% |
|
BDMG loan (3) |
27.3 |
25.9 |
-5.4% |
|
Safra |
- |
196.0 |
100.0% |
|
Debentures IV ** |
593.9 |
- |
-100.0% |
|
Foreign Currency (U.S. Dollars) |
2,396.7 |
2,838.5 |
18.4% |
|
IFC loan (4) |
27.8 |
- |
-100.0% |
|
Senior Notes |
835.4 |
944.0 |
13.0% |
|
Finance Lease |
1,533.5 |
1,894.5 |
23.5% |
|
Total Long-Term Debt |
3,097.2 |
3,103.2 |
0.2% |
|
Total Loans Ex-Perpetual Bonds |
3,443.2 |
4,655.6 |
35.2% |
|
Perpetual Bonds** * |
297.9 |
335.8 |
12.7% |
|
Total Loans - including Perpetual Bonds |
3,741.1 |
4,991.4 |
33.4% |
** We reclassified our 4th and 5th debenture issuances in the total amount of R$1,088.5 million from long term to short term debt due to covenant non-compliance as further described in “Covenant Compliance” and “Risk Factors: Certain of our debt agreements contain financial covenants and any default under such debt agreements may have a material adverse effect on our financial condition and cash flows.”
*** No maturity term bonds
(1) Credit line with Banco Nacional de Desenvolvimento Econômico e Social (the Brazilian Development Bank), or BNDES, used to finance the development of our Confins maintenance center.
(2) Credit line with BNDES used to finance the modernization of engines.
(3) Credit line with Banco de Desenvolvimento de Minas Gerais (Minas Gerais State Development Bank) used to finance the development of our Confins maintenance center.
(4) Credit line with International Finance Corporation used to finance spare parts.
(5) Credit line with Banco do Brasil used to finance import of rotables parts.
Aircraft Finance Leases
The following table sets forth our aircraft finance lease as of December 31, 2010 and 2011:
|
|
As of December 31, | ||
|
|
2010 |
2011 |
% Change |
|
Short-Term Debt (Foreign Currency - U.S. Dollars) |
(in millions of reais) | ||
|
Finance Lease |
146.6 |
161.8 |
10.4% |
|
Total Short-Term Debt (Foreign Currency - U.S. Dollars) |
146.6 |
161.8 |
10.4% |
|
Long-Term Debt (Foreign Currency - U.S. Dollars) |
|
|
|
|
Finance Lease |
1,533.5 |
1,894.5 |
23.5% |
|
Total Long-Term Debt (Foreign Currency - U.S. Dollars) |
1,533.5 |
1,894.5 |
23.5% |
|
Total Aircraft Finance Lease |
1,680.1 |
2,056.3 |
22.4% |
On December 31, 2011, aircraft finance lease debt totaled R$2,056.3 million, including aircraft finance lease paid in monthly installments with funds generated from our operations. Financial expenses related thereto are booked as financial expenses in the income statement.
Total short-term debt at December 31, 2011 totaled R$1,552.4 consisting of aircraft finance lease of R$161.8 million, interest of R$64.1 million and loans of R$1,326.5 million.
The following table sets forth the maturities and interest rates of our indebtedness:
|
|
Maturity |
Contractual |
Effective |
Currency |
|
BNDES |
Jul/12 |
TJLP +2.65% |
8.66% |
Real |
|
BNDES-Safra |
Out/14 |
TJLP +5.5% |
11.50% |
Real |
|
BDMG |
Mar/18 |
IPCA +6% |
8.05% |
Real |
|
Debentures IV |
Sep/15 |
118.0% of CDI |
12.95% |
Real |
|
Debentures V |
Jun/17 |
120.0% of CDI |
13.18% |
Real |
|
Industrial CDB |
Mar/12 |
CDI +6.17% |
11.58% |
Real |
|
Santander |
Out/12 |
11.63% |
11.63% |
Real |
|
Citibank |
Dec/12 |
11.33% |
11.33% |
Real |
|
Safra |
Dec/15 |
125% of CDI |
14.50% |
Real |
|
Finimp |
Set/12 |
Libor +1.80% |
2.69% |
U.S. dollar |
|
Aeroturibe |
Dec/12 |
- |
- |
U.S. dollar |
|
Working Capital |
Mar/12 |
3.42% |
12.95% |
U.S. dollar |
|
IFC Loan |
Jul/13 |
Libor +3.75% |
4.54% |
U.S. dollar |
|
Senior Notes 2017 |
Apr/17 |
7.50% |
7.50% |
U.S. dollar |
|
Senior Notes 2020 |
Jul/20 |
9.25% |
9.25% |
U.S. dollar |
|
Perpetual Bonds |
n/a |
8.75% |
8.75% |
U.S. dollar |
The following table sets forth the loans and financings amortization schedule:
|
|
2012 |
2013 |
2014 |
2015 |
2016 |
After 2016 |
Without maturity date |
Total |
|
|
|
(in R$ millions) | ||||||
|
Real Denominated |
1,191.7 |
99.3 |
85.4 |
70.0 |
4.4 |
5.6 |
- |
1,456.4 |
|
Debentures IV |
595.1 |
- |
- |
- |
- |
- |
- |
595.1 |
|
Debentures V |
493.3 |
- |
- |
- |
- |
- |
- |
493.3 |
|
BNDES loan - Safra |
30.0 |
27.8 |
15.0 |
- |
- |
- |
- |
72.8 |
|
Safra |
- |
64.8 |
65.6 |
65.6 |
- |
- |
- |
196.0 |
|
Santander |
40.7 |
- |
- |
- |
- |
- |
- |
40.7 |
|
Citibank |
19.4 |
- |
- |
- |
- |
- |
- |
19.4 |
|
BNDES loan |
8.4 |
- |
- |
- |
- |
- |
- |
8.4 |
|
BMDG |
3.6 |
6.7 |
4.8 |
4.4 |
4.4 |
5.6 |
- |
29.5 |
|
Industrial CDB |
1.2 |
- |
- |
- |
- |
- |
- |
1.2 |
|
Foreign Currency Denominated |
134.8 |
- |
- |
- |
- |
944.0 |
335.8 |
1,414.6 |
|
Working Capital |
95.9 |
- |
- |
- |
- |
- |
- |
95.9 |
|
IFC |
31.2 |
- |
- |
- |
- |
- |
- |
31.3 |
|
FINIMP |
3.1 |
- |
- |
- |
- |
- |
- |
3.1 |
|
Aeroturbine |
4.6 |
- |
- |
- |
- |
- |
- |
4.6 |
|
Senior Bond I |
- |
- |
- |
- |
- |
393.5 |
- |
393.5 |
|
Senior Bond II |
- |
- |
- |
- |
- |
550.5 |
- |
550.5 |
|
Perpetual Bond |
- |
- |
- |
- |
- |
- |
335.8 |
335.8 |
|
Total* |
1,326.5 |
99.3 |
85.4 |
70.0 |
4.4 |
949.6 |
335.8 |
2,871.0 |
___________________
*excluding interest expenses and aircraft finance lease
For further information on our financing activities, see note 16 to our consolidated financial statements as of December 31, 2011.
Covenant Compliance
Our long term financings (excluding the perpetual bonds and aircraft financings) in the aggregate amount of R$1,208.7 million at December 31, 2011 contain customary covenants and restrictions, including but not limited to those that require us to maintain defined debt liquidity and interest expense coverage ratios.
We are subject to certain financial and performance indicators (covenants) based on consolidated financial statements such as: (1) net debt/EBITDAR, (2) current assets/current liabilities, (3) EBITDA/debt service, (4) short-term debt/EBITDA, (5) current ratio and (6) debt coverage index (DCI).
The debentures we issued during the third quarter of 2010 require the maintenance of certain debt service coverage index, which is defined as the ratio between our cash flow and debt service (total of the principal amortized plus interest paid) for any given fiscal year. VRG must obtain an index of at least 130%, to be in compliance at the end of each respective period. In addition, VRG must also maintain its financial leverage ratio, which is defined as net adjusted debt divided by EBITDAR, below 3.5x. At December 31, 2011, we did not meet the minimum required performance indicators for the debentures, and we reclassified the amount related to the Debentures IV and V from long term debt to short term debt. In March 2012, the Company received waivers through June 2012 from the debenture holders (Bank of Brazil and Bradesco).
Other Financing Sources and Measures
We did not declare dividends for the fiscal year 2011. We declared dividends of R$50.9 million for the fiscal year 2010.
On February 22, 2011, our board of directors approved a capital increase in the amount of R$0.6 million upon issue of 34,718 preferred shares, as a result of the exercise of the stock purchase option granted under our Stock Option Plan.
On May 10, 2011, our board of directors approved a capital increase of R$0.2 million upon issuance of 15,480 preferred shares, as a result of the exercise of the stock purchase option granted under our Stock Option Plan
On September 08, 2011, the Company's Board of Directors authorized the repurchase of its own shares, through call options ("calls"), and the launch of put options ("puts" and options) according to the conditions below, mediated by Santander. The program's objective is the acquisition of preferred shares, to be held in treasury for subsequent sale and/or cancellation, in accordance with CVM Instructions 10/80 and 390/03. The acquired shares may be deregistered or held in treasury, during which time they will lose their political and economic rights.The number of calls and puts to be launched or acquired corresponds to a maximum of 9,305,754 registered preferred shares, without par value, issued by the Company, representing up to 10% of outstanding shares, totaling 93,057,541 preferred shares on September 8, 2011. For more information see note 16 to the financial statements.
On December 21, 2011, in order to implement the Delta Investment, our board of directors approved a capital increase of up to R$295.8 million, equivalent to up to 6,825,470 common shares and 6,619,765 preferred shares at a subscription price of R$22.00 per share, with a minimum aggregate subscription amount of R$182.6 million. Our controlling shareholder subscribed for 6,825,469 common shares and 1,474,986 preferred shares, using the funds received from Delta to pay in for those shares. This capital increase is still subject to ratification by our board of director.
On December 21, 2011, our board of directors approved a capital increase of R$0.04 million, upon issuance of 3,138 preferred shares, as a result of the exercise of the stock purchase option granted under our Stock Option Plan. During 2011, our executive officers exercised stock options for an aggregate of 49,836 preferred shares.
Capital Resources
We typically finance our leased aircraft through operating and finance lease financings. Although we believe that debt and/or operating lease financings should be available for our future aircraft deliveries, we cannot assure you that we will be able to secure financings on terms attractive to us, if at all. To the extent we cannot secure financing, we may be required to modify our aircraft acquisition plans or incur higher than anticipated financing costs. We expect to continue to require working capital investment due to the use of credit card installment payments by our customers. We expect to meet our operating obligations as they become due through available cash and internally generated funds, supplemented as necessary by short-term credit lines.
Our growth plans contemplate operating 135 aircraft by the end of 2013. As of December 31, 2011, we had 91firm purchase orders with The Boeing Company for 737-800 Next Generation aircraft outstanding and we have 10 purchase rights and purchase options for an additional 40 737-800 Next Generation aircraft. Committed expenditures for these aircraft, based on aircraft list price and including estimated amounts for contractual price escalations and pre-delivery deposits, are US$443.9 million in 2012, US$537.1 million in 2013 and US$502.0 million in 2014, US$407.1 million in 2015, US$94.6 million in 2016 and US$6.6 million beyond 2016. We expect to meet our pre-delivery deposits by using long term loans from private financial institutions guaranteed by first tier financial institutions and capital markets financings such as long term and perpetual bonds.
The firm aircraft orders represent a significant financial commitment for us. Pending the application of the proceeds from financing activities, we have invested these proceeds in overnight deposits and deposit certificates with highly-rated Brazilian banks and short-term investments, mainly highly-rated Brazilian government bonds.
We expect that the continuance of the commitment to us from the Ex-Im Bank to provide guarantees covering 85% of the aggregate purchase price for the firm order aircraft will assist us in obtaining low-cost financing for the purchase of the firm order aircraft. The remaining 15% of the aggregate purchase price for the firm order aircraft is expected to be funded by our cash or other financing alternatives. To the extent that we do not have sufficient cash resources to do so, we may be required to modify our aircraft acquisition plans or to incur higher than anticipated financing costs, which would have an adverse impact on the execution of our strategy and business. The Company believes that it has and will in the future have appropriate funding resources available with the combination of Ex-Im Bank supported financing, local development bank funding and sale and leaseback transactions.
Ex-Im Bank has recently agreed on a common approach with European export-credit agencies on offering export credits for commercial aircraft. Among other things, the new ASU sets forth minimum guarantee premium rates applicable to aircraft delivered on or after January 1, 2011, or under firm contracts entered into after April 30, 2007. While subject to modification, the exposure fees paid by Gol on applicable aircraft are likely to increase. The amount of any such increase will depend upon the credit risk assigned to us by the participating export-agencies pursuant to the protocols of the ASU. In addition, we will no longer be able to finance the amortization payments of loans guaranteed by Ex-Im Bank with SOAR loan facilities.
Recent Accounting Pronouncements
As of the date of our consolidated financial statements included elsewhere in this annual report we had adopted all new and revised standards and interpretations except for the following:
IFRIC 13, Customer Loyalty Programs: clarifies the meaning of “fair value” in the context of measurement of award credits in customer loyalty programs, it is relevant and effective to the Company and its subsidiaries had its initial adoption in the year ended December 31, 2011. The application of the clarified guidance does not result in any impact on the financial position and results of operations since the Company already applied the requirements of IFRIC 13 in measuring the fair value of its award credits.
IFRIC 19, Extinction of Financial Liabilities with Equity Instruments: clarifies the accounting by an entity when the terms of a financial liability are renegotiated and result in the issuance of equity instruments by the entity to an entity creditor to extinguish all or part of a financial liability (debt conversion). This requires that a gain or loss is recognized in income, which is measured as the difference between the carrying amount of financial liability and the fair value of equity instruments issued. If the fair value of financial instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of financial liability extinguished. Applicable as of July 1, 2010.
Ammendment to IFRIC 14, IAS 19, The limit on a defined benefit assets, minimum funding requirements and their interaction: removes unintended consequences arising from the treatment of pre-payments where there is a minimum funding requirement. The results in pre-payment of contributions in certain circumstances are recognized as an asset rather than an expense. This standard did not have any significant impact to the Company, considering its current operations. Applicable as of January 1, 2011.
IAS 32, Financial Instruments: establishes principles for presenting financial instruments as liabilities or net value, and for offsetting between financial assets and financial liabilities. The principles in this Standard complements the principles for recognition and measurement of financial assets and financial liabilities in IAS 39 Financial Instruments: Recognition and Measurement, as well as the principles for disclosure of information about them in IFRS 7 Financial Instruments: disclosures. Applicable as of January 1, 2014.
Amendment to IAS 12, Income Taxes on deferred tax - IAS 12. "Income taxes”: currently requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. However, for the “investment property” measured at fair value under IAS 40’s existing principle, it may be difficult and subjective to assess whether the recovery will be through use or through sale. This amendment introduces an exception to the existing principle to measure the deferred tax asset or liability on investment property measured at fair value. The amendment to IAS 12 resulted in the incorporation of SIC 21, “Income Taxes – Recovery of revalued non-depreciable assets”, and will no longer apply to investment properties carried at fair value. The changes also incorporate into IAS 12 the remaining guidance previously contained in SIC 21, which was removed. This standard should not have any significant impact to the Company, considering its current operations. Applicable as of July 1, 2011.
Amendments to IFRS 7, Financial Instruments: Transfers of financial assets: promotes transparency in the disclosure of transfer transactions and improve users’ understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity’s financial position, particularly those involving securitization of financial assets. This standard will affect future disclosure to the extent that any transfer of financial assets. Applicable as of July 1, 2011.
New standards, amendments and interpretations issued in 2011 and applicable in future years:
Amendment to IAS 1, Financial Statement Presentation regarding to other comprehensive income: the main change resulting from this amendment was the requirement for entities to group items presented in other comprehensive income based on the possibility that they can or cannot be potentially reclassified to profit or loss subsequently (reclassification adjustments). The changes do not establish which items must be presented as other comprehensive income. The Company is evaluating the impact of this standard in its disclosure. Applicable as of July 1, 2012.
IFRS 13, Fair value measurement: improves consistency and reduces complexity of the fair value measurement, by providing a more precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. The requirements, which are largely aligned between IFRS and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied when its use is already required or permitted by other standards within IFRS or US GAAP. The Company is in the process of assessing whether IFRS 13 will have any impact on on how fair value is determined. The standard is applicable as of January 1, 2013.
IFRS 12, Disclosures of interests in other entities: includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose participations and other off balance sheet interests. The Company is analyzing the additional disclosure which will be required by IFRS 12. The standard is applicable as of January 1st, 2013.
IFRS 11, Joint arrangements: provides a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement rather than its legal form. There are two types of joint arrangement: (i) joint operations, which arise when a joint operator has rights to the assets and contractual obligations and as a consequence registers his rights’ portion in assets, liabilities, revenue and expenses; and (ii) joint ventures, which arise when the joint operator has rights to the net assets of the arrangement and registers its investments by the equity equivalence method. Proportional consolidation method will no longer allowed in joint control. This standard is applicable as of January 1, 2013.
IFRS 10, Consolidated Financial Statements: identifies the concept of control as a major factor in determining whether an entity should or not be included within the consolidated financial statements of the parent company. The standard provides additional guidance to the determination of control. This standard should not have any significant effect on the Company considering its current operations. This standard is applicable as of January 1, 2013.
IFRS 9, Financial instruments: addresses the classification, measurement and recognition of financial assets and liabilities. IFRS 9 was issued in November 2009 and October 2010, and replaces parts of IAS 39 related to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two categories: those measured at fair value and those measured at amortized cost. The determination is done at initial recognition. The basis of classification depends on the entity’s business model and the contractual characteristics of the financial instruments cash flow. As it concerns financial liabilities, the standard maintains most of the requirements established by IAS 39. This standard should not have any significant effect on the Company considering its current operations. This standard is applicable as of January 1, 2013.
Amendment to IAS 19, Employee benefits: the main effects of the amendment are: (i) elimination of corridor approach, (ii) recognition of all actuarial gains and losses in other comprehensive incomes as they occur, (iii) immediate recognition of past service costs as profit and loss, and (iv) the replacement of the participation costs and expected return plan over assets by an amount of net participation, calculated through the application of a discount rate to the asset (liability) of the net defined benefit. This standard should not have any significant effect on the Company considering its current operations. This standard is applicable as of January 1, 2013.
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
C. Research and Development, Patents and Licenses, etc.
We believe that the Gol brand has become synonymous with innovation and value in the Brazilian airline industry. We have filed requests for registration of the trademarks “GOL” and “GOL LINHAS AÉREAS INTELIGENTES” with trademark offices in Brazil and in other countries, and have already been granted final registration of these trademarks, for example: in Argentina, Bolivia, Chile, Colombia, the European Union, the United States, Paraguay and Uruguay. VRG holds trademark registrations for the “Varig” brand and trademark applications for the “Smiles” brand in various countries.
D. Trend Information
We believe in a recovery in the Brazilian economy, especially in the growth of the Brazilian middle class in the next years. We are projecting supply growth of not more than 2% in our own and Webjet’s combined route network, and an increase in Brazilian aviation industry demand of between 3.0 and 3.5 times GDP growth for 2012, combined with the continuous expansion of Brazil’s potential market led by the accelerated growth in demand from South America and the Caribbean. We believe that nominal yields in our network should recover as compared to 2011. This positive macroeconomic and operating scenario, combined with our strategy to continue to grow passenger revenue and develop new sources of ancillary revenues while focusing efforts to reduce CASK Ex-Fuel, should further improve operating margins.
E. Off-Balance Sheet Arrangements
None of our 99 aircraft recognized as operating lease obligations are reflected on our balance sheet. At December 31, 2011, we had 45 aircraft recognized as finance leases on our balance sheet. We are responsible for all maintenance, insurance and other costs associated with operating these aircraft; however, we have not made any residual value or other guarantees to our lessors.
F. Tabular Disclosure of Contractual Obligations
Our non-cancelable contractual obligations as of December 31, 2011 included the following:
|
|
Total |
2012 |
2013 |
2014 |
2015 |
2016 |
Beyond |
No maturity date |
|
|
(in millions of reais) |
| ||||||
|
Non-derivative financial instruments |
|
|
|
|
|
|
|
|
|
Aircraft and engine operating leases |
2,269.5 |
595.0 |
517.3 |
341.5 |
205.6 |
157.2 |
452.9 |
- |
|
Aircraft finance leases (2) |
2,545.4 |
281.2 |
292.9 |
292.8 |
284.2 |
276.1 |
1,118.2 |
- |
|
Short-term debt(1) |
1,390.7 |
1,390.7 |
- |
- |
- |
- |
- |
- |
|
Long-term debt(1) |
1,544.5 |
|
99.3 |
85.4 |
70.0 |
4.4 |
949.6 |
335.8 |
|
Total non-derivative financial instruments |
7,750.1 |
2,266.9 |
909.5 |
719.7 |
559.8 |
437.7 |
2,520.7 |
335.8 |
|
Derivative financial instruments |
|
- |
- |
- |
- |
- |
- |
- |
|
Fuel derivative |
19.2 |
19.2 |
- |
- |
- |
- |
- |
- |
|
Foreign exchange derivative |
- |
- |
- |
- |
- |
- |
- |
- |
|
Interest rate swaps |
96.2 |
96.2 |
- |
- |
- |
- |
- |
- |
|
Total derivative financial instruments |
115.4 |
115.4 |
- |
- |
- |
- |
- |
- |
|
Aircraft commitments |
|
|
|
|
|
|
|
|
|
Pre-delivery deposits |
1,991.4 |
443.9 |
537.1 |
502.0 |
407.1 |
94.6 |
6.6 |
- |
|
Aircraft purchase commitments |
15,780.0 |
896.1 |
2,938.8 |
4,341.9 |
3,740.1 |
3,207.6 |
655.5 |
- |
|
Total aircraft commitments |
17,771.4 |
1,340.0 |
3,475.9 |
4,843.9 |
4,147.3 |
3,302.2 |
662.1 |
- |
|
TOTAL |
25,636.9 |
3,722.3 |
4,385.4 |
5,563.6 |
4,707.1 |
3,739.9 |
3,182.8 |
335.8 |
____________
(1) Does not include shor and long term finance leases. (2) Finance leases including interest
ITEM 6. Directors, Senior Management and Employees
A. Directors and Senior Management
Under our by-laws, we are managed by our Conselho de Administração, or board of directors, which is composed of at least five members and at most eleven members, and a Diretoria, or board of executive officers, which is composed of at least two and at most seven members. According to the Differentiated Corporate Governance Practices Level 2 introduced by BM&FBOVESPA, at least 20% of the members of our board of directors shall be “independent directors,” as defined by the BM&FBOVESPA.
Our management and board of directors is supported and advised by a number of committees which comprise highly specialized and qualified individuals. These committees actively participate in the strategic and other key decisions of our management and we believe they add substantial value to our business. We currently have audit, human resources and corporate governance, financial and risk policy, and accounting committees, comprised of members of our board of directors and non-board members. We also have a tax and financial statement policy subcommittee.
We are committed to achieving and maintaining high standards of corporate governance. In working towards this goal, we have established a human resources and corporate governance committee to monitor and make recommendations with respect to corporate governance “best practices” to our board of directors. In addition, in connection with listing as a Level 2 company on the BM&FBOVESPA, we have entered into an agreement with the BM&FBOVESPA to grant certain additional rights not required of Level 2 companies to our shareholders, such as tag-along rights offering our preferred shareholders 100% of the price paid per common share of controlling block shareholders. We conduct our business with a view towards transparency and the equal treatment of all of our shareholders. We have implemented policies to help to ensure that all material information that our shareholders require to make informed investment decisions is made available to the public promptly and that we at all times accurately reflect the state of our operations and financial position through press releases, filings with the SEC and Brazilian Securities Commission (“CVM”), and by keeping the investor relations section of our website current and complete. We have also adopted formal policies that restrict trading in our preferred shares by company insiders.
In addition, according to the Level 2 practices, the company shall cause all new members of the board of directors, board of executive officers and fiscal committee must sign a statement of consent in which they undertake to comply with the regulations of the Differentiated Corporate Governance Practices Level 2. Their taking office is conditioned to signing of such document. Also the members of the board of directors, board of executive officers and fiscal committee must sign a statement of consent, in which they undertake to refer to arbitration under the auspices of the BM&FBOVESPA Arbitration Chamber any disputes and/or controversies arising out of the application of the listing rules of the Differentiated Corporate Governance Practices Level 2, the listing agreement with BM&FBOVESPA, the regulations of the BM&FBOVESPA, the provisions of the Brazilian corporation law, guidelines issued by the Brazilian authorities and the other rules applicable to the capital markets in general, involving the company, the shareholders, the managers and the members of the fiscal committee.
Board of Directors
Our board of directors is dedicated to providing our overall strategic guidelines and, among other things, is responsible for establishing our general business policies and for electing our executive officers and supervising their management. Currently, our board of directors is comprised of ten members. Four of the board members qualify as independent based upon New York Stock Exchange criteria. The board of directors meets an average of five times per year or whenever requested by the president or three members of our board of directors.
Under the Brazilian corporation law, each director must hold at least one of our common or preferred shares and be a Brazilian resident, and is elected by the holders of our common shares at the Assembléia Geral Ordinária, or the annual general meeting of shareholders. There are no provisions in our by-laws restricting (i) a director’s power to vote on a proposal, arrangement or contract in which such director is materially interested, or (ii) the borrowing powers exercisable by our directors from us. However, under the Brazilian corporation law, a director is prohibited from voting on any matter in which such director has a conflict of interest with our company.
Additionally, under the Brazilian corporation law, shareholders of publicly traded companies, such as we are, who together hold non-voting or voting-right restricted preferred shares representing at least 10% of our total share capital for at least three months are entitled to appoint one member of our board of directors.
Under our by-laws, the members of the board of directors are elected by the holders of our common shares at the annual general meeting of shareholders. Members of our board of directors serve simultaneous one-year terms and may be re-elected. The terms of our current directors expire in April 2012. Our by-laws do not provide for a mandatory retirement age for our directors.
The following table sets forth the name, age and position of each member of our board of directors. A brief biographical description of each member of our board of directors follows the table.
|
Name |
Age |
Position |
|
Alvaro de Souza* |
63 |
Chairman |
|
Henrique Constantino |
40 |
Vice-Chairman |
|
Antonio Kandir* |
58 |
Director |
|
Constantino de Oliveira Junior |
43 |
Director |
|
Joaquim Constantino Neto |
47 |
Director |
|
Luiz Kaufmann* |
66 |
Director |
|
Paulo Kakinoff* |
37 |
Director |
|
Ricardo Constantino |
49 |
Director |
|
Richard F. Lark, Jr |
45 |
Director |
_____________
* Denotes an independent director
Alvaro de Souza has been a member of our board of directors since August 2004 and became our chairman of the board in April 2009. Mr. Souza is an officer of AdS—Gestão, Consultoria e Investimentos Ltda., and chairman of the board of directors of World Wildlife Fund in Brazil (WWF), He is also a member of the board of directors of the following companies and organizations: WWF International Board of Trustees, the Brazilian Biodiversity Fund (FUNBIO), Triangle Bank S.A. (Tribanco), CSU-CardSystem and Santos Soccer Club. He is also member of the audit and fiscal committee of AMBEV. Mr. Souza is a certified director by IBGC - Brazilian Institute of Corporate Governance. He was Chief Executive Officer of Citibank Brazil from 1991 to 1994 and an Executive Vice-President of Citigroup in New York from 1995 to 2003. Mr. Souza holds a bachelor’s degree in Economics and Business Administration from Pontifícia Universidade Católica de São Paulo. Mr. Souza is an independent member of our board of directors under the requirements of the SEC and NYSE listing standards and is a member of our audit committee and human resources and corporate governance committee.
Henrique Constantino has been a member of our board of directors since March 2004 and became our vice-chairman of the board in June 2010. He participated in the creation of Gol and served as its chief financial officer from January 2001 to March 2003, when he became a member of the board. Mr. Henrique Constantino is also a member of the board of directors of Providência S.A. and BR Vias S.A. Mr. Constantino has a law degree from CEUB—Centro de Ensino Unificado de Brasília and has a post-graduate degree in Business Administration from EAESP—FGV (Fundação Getúlio Vargas—São Paulo). Mr. Constantino is a member of our financial and risk policy committee and human resources and corporate governance committee.
Antonio Kandir has been a member of our board of directors since August 2004. Mr. Kandir is an economic consultant. Mr. Kandir is also partner of Governança e Gestão and is a member of the board of directors of Providência S.A. Mr. Kandir served in the Brazilian government as a Federal Lower House Representative for two terms of office, and served as Planning and Budget Minister and Secretary of Economic Policy and President of the Privatization Council. He has a bachelor degree in production engineering from the Escola Politécnica at USP and bachelors, masters and doctoral (PhD) degrees in Economics from Unicamp. Mr. Kandir is an independent member of our board of directors under the requirements of the SEC and NYSE listing standards and is a member of our audit committee.
Constantino de Oliveira Junior has been a member of GOL’s board of directors and its Chief Executive Officer since the Company was founded in 2001. Mr. de Oliveira introduced the “low-cost, low-fare” concept to the Brazilian airline industry and was named “Most Valuable Executive” by the Brazilian newspaper Valor Econômico in 2001 and 2002. He was also elected the Leading Executive in the logistics sector by the readers of Gazeta Mercantil, a Brazilian financial newspaper, in 2003, and in 2008, was named a “Distinguished Executive” in the Air Transportation category at the GALA (Latin American Aeronautics Gallery) awards, sponsored by IATA. Between 1994 and 2000 he served as director in passenger land transportation company. Mr. de Oliveira studied Business Administration at the Universidade do Distrito Federal and attended the Executive Program on Corporate Management for Brazil conducted by the Association for Overseas Technical Scholarships. He is also member of our human resources and corporate governance committee.
Joaquim Constantino Neto has been a member of our board of directors since March 2004. He has been the chief operations officer of the Comporte group since 1994. From 1984 to 1990, he was in charge of operations of Empresas Reunidas Paulista de Transportes Ltda. Since 1990 to the present, he has been the President of Breda Serviços, a bus transportation company.
Luiz Kaufmann has been a member of our board of directors since December 2004. Mr. Kaufmann is the Managing Partner of L. Kaufmann Consultores Associados. Mr. Kaufmann has presided over several companies such as Aracruz Celulose S.A., Medial Saúde, Kroton Educacional, Petropar, Grupo Multiplic, Arthur D. Little, and was a partner at GP Investimentos. He was a member of several companies’ board of directors, including Pioneer Hi-Bred International, América Latina Logística and Lojas Americanas. He was a member of the Global Corporate Governance Advisory Board, which was comprised of 20 internationally renowned business leaders from 16 different countries, created to advance knowledge on the roles and responsibilities of boards of directors of international companies. Mr. Kaufmann is an independent member of our board of directors under the requirements of the SEC and NYSE listing standards. He is a member of our audit committee and our audit committee financial expert as defined by the current SEC rules.
Paulo Kakinoff has been a member of our Board of Directors since January 2010. Mr. Kakinoff is currently CEO of Audi Brasil and vice president of the Brazilian Automobile Importers Association (Associação Brasileira de Importadores de Veículos Automotores – ABEIVA). He is also a member of the board of directors of Volkswagen Participações Ltda. (Finance Services of Volkswagen Group in Brasil) since March 2011. Mr. Kakinoff has 18 years of experience in the auto industry, having served as Sales & Marketing Director at Volkswagen do Brasil and as Executive Director for South America at the Volkswagen Group’s head offices in Germany. He holds a bachelor’s degree in Business Administration from Mackenzie University. Mr. Kakinoff is an independent member of our board of directors under the requirements of the SEC and NYSE listing standards.
Ricardo Constantino has been a member of our board of directors since March 2004. He has been the chief technical and maintenance officer of the Comporte group since 1994. Mr. Ricardo Constantino Neto is also a member of the board of directors of BRVias S.A. and Providência S.A.
Richard F. Lark, Jr. has been a member of our board of directors since June 2008. Mr. Lark served as our executive vice president, chief financial and investor relations officer from April 2003 to June 2008. He is a director of Endurance Capital Partners, an investment management firm (participant of Anbima and ABVCAP), and a member of the board of directors of Renar Maçãs S.A. (BM&FBOVESPA: RNAR). From 2000 to 2003, Mr. Lark served as chief financial officer of Americanas.com, one of the leading Brazilian e-commerce companies. Prior to joining Americanas.com, Mr. Lark was an executive in the investment banking divisions of Morgan Stanley & Co., Citicorp and The First Boston Corporation. Mr. Lark is a member of the Board of Governors of the American Society of São Paulo since 2003, having served as its president during 2005-2007. Mr. Lark holds a Master in Business Administration degree from the Anderson School at UCLA and bachelor degrees in finance and business economics and philosophy from the University of Notre Dame. He is also a Portfolio Manager authorized by the CVM and is associated with the Brazilian Institute of Corporate Governance (IBGC). Mr. Lark is a member of our financial and risk policy committee and accounting, tax and financial statement policy subcommittee.
Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino are brothers. Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino control our major shareholder Fundo de Investimento em Participações Volluto on an equal basis.
Executive Officers
Our executive officers have significant experience in the domestic and international passenger transportation industries, and we have been able to draw upon this extensive experience to develop our low-cost operating structure. The executive officers are responsible for our day-to-day management. The executive officers have individual responsibilities established in our by-laws and by our board of directors. The business address of each of our executive officers is the address of our principal executive office.
Under our by-laws, we must have at least two and at most seven executive officers that are elected by the board of directors for a one-year term. Any executive officer may be removed by the board of directors before the expiration of his term. The current term of all our executive officers ends in March, 2013.
The following table sets forth the name, age and position of each of our executive officers. A brief biographical description of each of our executive officers follows the table.
|
Name |
Age |
Position |
|
Constantino de Oliveira Junior |
43 |
President and Chief Executive Officer |
|
Adalberto Cambaúva Bogsan |
46 |
Vice President – Technical |
|
Leonardo Porciúncula Gomes Pereira |
53 |
Vice President – Chief Financial Officer and Investor Relations Officer |
|
Ricardo Khauaja |
42 |
Vice President – Management and Human Resources |
Constantino de Oliveira Junior. See “—Board of Directors.”
Adalberto Cambauva Bogsan has been an officer since October 2010. He joined us in April 2002 and served as the line captain of the Boeing 737-300 aircraft, assistant of head of Operations, head of Operations and Operational Control departments. He is also a well-experienced captain, with more than 13,000 flying hours, Mr. Bogsan is specifically qualified in airline management and holds an MBA from the Fundação Getúlio Vargas (FGV). Mr. Bogsan started his career at the Brazilian airline Rio-Sul from 1988 to 2002, where he served in as captain of several aircraft models, and also served as instructor for 8 years and was captain instructor and flight inspector of Boeing 737-300/500 Next Generation aircraft when he left that airline.
Leonardo Porciúncula Gomes Pereira has been our Chief Financial Officer and Investor Relations officer since February 2009. Prior to joining Gol, Mr. Pereira served two years as the Director President of Companhia do Vale do Araguaia, a Brazilian commercial foresting company, and six years as the Executive Director Finance and Investor Relations of NET Serviços, a leading cable provider in Latin America listed on the BM&FBOVESPA (Level II), NASDAQ and Latibex. He previously served five years as Planning Director at Globopar, a media industry holding company, and 13 years in a number of roles at Citibank Corporate Finance Bank in Brazil, Asia, Latin America and the United States, including leader of the Latin American Aviation team. He is member of the Corporate Governance Committee of the São Paulo chapter of the American Chamber of Commerce. Mr. Pereira holds degrees in Production Engineering from the Universidade Federal do Rio de Janeiro (UFRJ) and Economics from the Universidade Candido Mendes; he received his MBA from Warwick University (England). Mr. Pereira has also studied Finance at IMD in Switzerland and General Management at Wharton Business School, attended The Association for Overseas Technical Scholarship (AOTS) in Japan, and completed Columbia University’s Senior Executive Education Program.
Ricardo Khauaja has been an officer since July 2009. Mr. Khauaja worked for beverage company Ambev for ten years, where he served in several positions, including Corporate Human Resources manager from 2001 to 2003. After this, he worked for six years at home appliance manufacturer Whirlpool, first as the Human Resources Officer for Latin America (three years), followed by vice-president (three years). Mr. Khauaja has a degree in Production Engineering from the Federal University of Rio de Janeiro (UFRJ) and a MBA in Finance from the Brazilian Capital Market Institute (IBMEC/RJ). He also completed “The Transition from Functional to General Management” course at Columbia University in the United States.
B. Compensation
Under our by-laws, our shareholders are responsible for establishing the aggregate amount we pay to the members of our board of directors and our executive officers. Once our shareholders establish an aggregate amount of compensation for our board of directors and executive officers, the members of our board of directors are then responsible for setting individual compensation levels in compliance with our by-laws.
For the fiscal year ended December 31, 2011, the aggregate compensation, including cash and benefits-in-kind but excluding stock options, that we paid to the members of our board of directors and executive officers was R$38.6 million.
Stock Option Plan
Our stock option plan was approved at a special shareholders’ meeting held on December 9, 2004. The stock option plan is aimed at promoting our interests by encouraging management employees to contribute substantially to our success, by motivating them with stock options. The plan is managed by both our human resources and corporate governance committee and our board of directors.
Participants in the plan are selected by the human resources and corporate governance committee, provided that they have been either president, vice-president, officer, advisor to the president or to the vice-president, general manager or manager. The stock options to be granted under the plan confer rights related only to our preferred shares, and over a number of preferred shares that does not, at any time, exceed 5% of our shares. The human resources and corporate governance committee establishes each year the strike price of the options to be granted, which must be equal to the average price of the preferred shares recorded in the last 60 trading sessions prior to the granting date, adjusted pursuant to the IGP-M inflation index.
The plan is valid for a ten-year term. In case of termination of our legal relationship with the option holder, with or without cause (except in the case of retirement, permanent disability or death) all options that have been granted to the participant, and which were not yet exercisable, automatically expire.
In 2009, we issued 1,142,473 stock options, of which only 652,998 were outstanding on December 31, 2010 after the cancellation of 530,480 stock options due to the departure of their respective holders from the company, the exercise of 175,668 stock options and the complementary grant of 216,673 stock options in 2010 under the 2009 plan. These stock options were issued at a weighted average exercised price of R$10.52 per share. In 2010, we issued 2,774,640 stock options, of which only 2,593,938 were outstanding on December 31, 2010, after the cancellation of 170,786 stock options due to the departure of their respective holders from the company and the exercise of 9,916 stock options. These stock options were issued at a weighted average exercised price of R$20.65 per share. On December 20, 2010, our board of directors approved the granting of 2,722,444 options at the price of R$27.83 per share for the year 2011. In 2011, we issued stock options of up to 49,836 at a weighted average exercise price of R$15.10 per share. For 2012, the stock plan is being reviewed. The total number of options granted in the last three years, excluding the 2,366,605 options cancelled and the 235,420 options exercised, is 4,189,357, or 1.5% of our total shares and 3.1% of the total preferred shares. The vesting period of the stock options is 5 years for the options granted until 2009 and 3 years for the options granted until 2011, and options can be exercised up to 10 years after the grant date. The purpose of our stock option plan is to align shareholder and top management interests.
C. Board Practices
Currently, our board of directors is comprised of nine members. The terms of our current directors will expire on April 30, 2012. See “—Board of Directors.”
Fiscal Committee
Under the Brazilian corporation law, the Conselho Fiscal, or fiscal committee, is a corporate body independent of management and of our external auditors. The fiscal committee may be either permanent or non-permanent, in which case it is appointed by the shareholders to act during a specific fiscal year. A fiscal committee is not equivalent to, or comparable with, a U.S. audit committee. The primary responsibility of the fiscal committee is to review management’s activities and a company’s financial statements, and to report its findings to the company’s shareholders. The Brazilian corporation law requires fiscal committee members to receive as remuneration at least 10% of the average annual amount paid to a company’s executive officers. The Brazilian corporation law requires a fiscal committee to be composed of a minimum of three and a maximum of five members and their respective alternates.
Under the Brazilian corporation law, the fiscal committee may not contain members that (i) are on our board of directors, (ii) are on the board of executive officers, (iii) are employed by us or a controlled company, or (iv) are spouses or relatives of any member of our management, up to the third degree. Our by-laws provide for a non-permanent fiscal committee to be elected only by our shareholders’ request at a general shareholders’ meeting. The fiscal committee, when elected, will be comprised of a minimum of three and a maximum of five members and an equal number of alternate members. In 2011, our shareholders did not request the election of a fiscal committee.
Committees of the Board of Directors and Board of Executive Officers
Our board of directors also has audit, human resources and corporate governance, and financial and risk policy committees and an accounting, tax and financial statement policy subcommittee. Our board of executive officers has management, executive policy, budget, investment, corporate governance and risk policies committees. In most cases, members of the committees do not need to be members of our board of directors or board of executive officers. The responsibilities and composition of these committees are described below.
Audit Committee. Our audit committee, which is not equivalent to, or comparable with, a U.S. audit committee, provides assistance to our board of directors on matters involving accounting, internal controls, financial reporting and compliance. The audit committee recommends the appointment of our independent auditors to our board of directors and reviews the compensation of our independent auditors and helps coordinate their activities. It also evaluates the effectiveness of our internal financial and legal compliance controls. The audit committee comprises three members elected by the board of directors for a one-year term with the right to re-election, all three of which are independent. The current members of our audit committee are Álvaro de Souza, Antônio Kandir and Luiz Kaufmann. All members meet the independent membership requirements of the SEC and NYSE as well as other NYSE requirements. Luiz Kaufmann is the committee’s “financial expert” within the scope of the SEC rules covering the disclosure of financial experts on audit committees in periodic filings pursuant to the U.S. Securities Exchange Act of 1934.
Financial Policies Committee. Our financial policies committee is responsible for: (i) reviewing and adopting actions for protection of our cash flow, balance sheet, profits and losses against volatility in fuel prices, exchange rates, domestic and international interest rates; (ii) assessing periodically the effectiveness of all the actions contemplated in item (i) and recommending changes, as necessary; (iii) preparing and approving our corporate finance policies, as well as monitoring and reviewing the effectiveness and implementation thereof; (iv) reviewing, from time to time, our investment plan and the financial plan, as well as recommending the necessary transactions to our board of directors; (v) reviewing, from time to time, the impact of our investment plan and of the financing plan on our capital structure and the consequences thereof on our income, as well as recommending the necessary changes to our board of directors; and (vi) setting out parameters with a view to keeping the desired capital structure and liquidity, besides monitoring the application thereof and approving the policies to be adopted in the subsequent quarter. The financial policies committee is comprised of five members, appointed by our board of directors which are our: chief executive officer, financial vice-president (CFO) and three directors, for terms of office of one year, reelection being permitted. The financial policies committee currently consists of , Constantino de Oliveira Júnior, Leonardo Porciúncula Gomes Pereira, Henrique Constantino, Richard Freeman Lark Jr. and Luiz Kaufmann.
Risk Committee. Our risk committee is responsible for: (i) reviewing and approving our risk policies, as well as monitoring and analyzing their implementation; (ii) reviewing, from time to time, the impacts on assets, especially regarding exposure to U.S. dollars and fuel, as well as recommending the necessary transactions to our board of directors; (iii) reviewing, from time to time, our revenues and expenses, focusing on the impact to our income, and recommending necessary actions to our board of directors; and (iv) preparing, approving and evaluating the risk policies used by us in the short- and long-term, and approving the policies to be used and to monitor their implementation. The risk committee is comprised of up to five members, appointed by our board of directors, whether they are directors or not, for terms-of-office of one year, reelection being permitted. The risk committee currently consists of Henrique Constantino, Constantino de Oliveira Júnior, Richard Freeman Lark Jr., Luiz Kaufmann and Leonardo Porciúncula Gomes Pereira.
Human Resources and Corporate Governance Committee. The human resources and corporate governance committee is responsible for the coordination, implementation and periodic review of best corporate governance practices and for monitoring and keeping our board of directors informed of legislation and market recommendations addressing corporate governance. It also reviews and recommends to our board of directors human resources policies, forms of compensation, including salary, bonus and stock options, to be paid to our employees, as well as analyzing management’s career and succession plans. The committee consists of up to six members elected by our board of directors for a one-year term, with the right to re-election, comprising the chairman and the vice-chairman of the board of directors, three members of the board of directors, two outside specialists and the management and human resources officer. The human resources and corporate governance committee currently consists of Álvaro de Souza and Henrique Constantino, members of our board of directors, Ricardo Khauaja, our management and human resources officer, Betânia Tanure de Barros and Paulo César Aragão.
Accounting, Tax and Financial Statement Policy Subcommittee. The accounting, tax and financial statement policy subcommittee conducts periodic reviews of, and evaluates and monitors the company’s accounting policies and financial statements and makes observations and recommendations to the board of directors on these matters. The subcommittee meets on a quarterly basis and consists of three members elected by the board of directors for a one-year term with the right to re-election, comprising the company’s chief financial officer, a member of the board of directors or a member of the audit committee, and an independent member. The committee currently consists of Richard F. Lark, Jr., a member of our board of directors, Leonardo Pereira, our chief financial and investor relations officer, Charles B. Holland and Marcos da Cunha Carneiro.
D. Employees
We believe that our growth potential and the achievement of our results-oriented corporate goals are directly linked to our ability to attract and maintain the best professionals available in the airline business. We place great emphasis on the selection and training of enthusiastic employees with potential to add value to our business and who we believe fit in with and contribute to our business culture.
As of December 31, 2011, we had 20,525 active employees. We invest significant resources promoting the well being of our employees. In 2011, we spent R$ 454.8 million on health and safety matters, training, social contributions, employee meals, transportation and profit sharing.
We train our own pilots. We also provide extensive ongoing training for our pilots, flight attendants and customer service representatives. In addition to the required technical training, which follows the strictest international standards, we also provide comprehensive managerial training to our pilots and flight attendants through Crew Resource Management and Line Oriented Flight Training programs, emphasizing the importance of resource management to provide the best service to our passengers. In February 2011, we launched the GOL Institute located in our Confins Maintenance Center, in the state of Minas Gerais, aiming to provide technical training, promoting social inclusion and improving the learning of the professionals in the aviation sector. We expect to reduce the cost and average time of training for mechanics and co-pilots.
In order to help retain our employees, we encourage open communication channels between our employees and management and offer career development opportunities in the company and periodic evaluations. We offer in-house post-graduate business school training in conjunction with the Fundação Getúlio Vargas, a leading Brazilian business school, to provide management training to selected employees. Our compensation strategy reinforces our determination to retain talented and highly motivated employees and is designed to align the interests of our employees with our shareholders. Our compensation packages include competitive salaries and participation in our profit sharing program. We have agreements with medical and insurance companies to offer affordable health and pension plan options to our employees.
A national aviators’ union represents Brazil’s pilots and flight attendants, and seven other regional aviation unions represent ground employees of air transportation companies. Approximately 6% of our employees are members of unions. Negotiations in respect of cost of living wage and salary increases are conducted annually between the workers’ unions and a national association of airline companies. There is no salary differential or seniority pay escalation among our pilots. Work conditions and maximum work hours are regulated by government legislation and are not the subject of labor negotiations. Since the commencement of our operations, we have not had a work stoppage by our employees and we believe that our relationship with our employees is good.
To motivate our employees and align their interests with our results of operations, we provide an annual profit sharing program to all of our employees. Under Brazilian law, companies may provide profit sharing programs that define mechanisms for distributing a portion of a company’s profits based upon the achievement of pre-defined targets established by the company. Our annual profit sharing programs are negotiated with a commission formed by our employees and approved by labor unions for the benefit of all of our unionized and non-unionized employees. For the purposes of our profit sharing program, a portion of profit sharing distributions are based upon the achievement of corporate profit targets and a portion of the distributions are based on the achievement of operational targets set for each of our departments. We have established a stock option plan for our management and employees vesting over a 3 year period. As of March 2012, a total of 81 of our management and employees were granted stock options under this plan.
E. Share Ownership
The members of our board of directors and our executive officers, on an individual basis and as a group, directly own approximately 1.5% of our preferred stock. See “Item 7A. Major Shareholdings and Related Party Transactions—Major Shareholders.” Fundo de Investimento em Participações Volluto is a fund directly controlled by Messrs. Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino, respectively.
For a description of stock options granted to our board of directors and our executive officers, see “—Compensation—Executive Stock Options” and “—Compensation—Stock Option Plan.”
ITEM 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth information relating to the beneficial ownership of our common shares and preferred shares as of December 31, 2011, by each person known by us to beneficially own 5% or more of our common shares or preferred shares and all our directors and officers as a group.
Each shareholder’s percentage ownership in the following table is based on the 137,032,734 common shares and 133,357,270 preferred shares outstanding as of December 31, 2011.
|
|
Common Shares |
Preferred Shares |
Total Shares | |||
|
|
Shares |
(%) |
Shares |
(%) |
Shares |
(%) |
|
Fundo de Investimento em Participações Volluto (1) |
137,032,718 |
100.0% |
29,612,824 |
22.2% |
166,645,542 |
61.6% |
|
Executive officers and directors |
16 |
0.0% |
2,006,142 |
1.5% |
2,006,158 |
0.7% |
|
Treasury shares |
– |
– |
3,724,225 |
2.8% |
3,724,225 |
1.4% |
|
Delta Air Lines Inc |
– |
– |
8,300,455 |
6.2% |
8,300,455 |
3.1% |
|
Fidelity Investments |
– |
– |
7,033,500 |
5.3% |
7,033,500 |
2.6% |
|
Wellington Management Company |
– |
– |
6,722,298 |
5.1% |
6,722,298 |
2.5% |
|
Free Float |
– |
– |
75,957,826 |
57.0% |
75,957,826 |
28.1% |
|
Total |
137,032,734 |
100.0% |
133,357,270 |
100.0% |
270,390,004 |
100.0% |
_________________
(1) Fundo de Investimento em Participações Volluto (formerly named Fundo de Investimento em Participações Asas) is controlled equally by Constantino de Oliveira Junior, Henrique Constantino, Joaquim Constantino Neto and Ricardo Constantino. Does not include the 6,825,469 common shares and 1,474,986 preferred shares acquired in the capital increase announced in December, 2011.
According to our internal share record, which contains information regarding the ownership of our shares and the ADSs as filed by the holders of such shares and ADS, there were, at December 31, 2011, 56.3% of our free float was traded in the United States.
During 2011, our executive officers exercised stock options for an aggregate of 49,836 preferred shares.
On December 21, 2011, in order to implement the Delta Investment, our board of directors approved a capital increase of up to R$295.8 million, equivalent to up to 6,825,470 common shares and 6,619,765 preferred shares at a subscription price of R$22.00 per share, with a minimum aggregate subscription amount of R$182.6 million. Our controlling shareholder subscribed for 6,825,469 common shares and 1,474,986 preferred shares, using the funds received from Delta to pay in for those shares. This capital increase is still subject to ratification by our board of director.
Shareholders’ Agreement
No shareholders’ agreements have been filed with us.
B. Related Party Transactions
According to the Level 2 regulations, the company shall forward and disclose to BM&FBOVESPA the information regarding every and any agreement entered by and between Gol and its affiliates and associate companies, its administrators, its controlling shareholder, as the case may be, as well as other corporations that make a group with any such persons, whether factual or by law, whenever they reach, with a single agreement or with successive agreements, with or without the same purpose, at any period of one year, an amount of R$0.2 million or more, or a value of 1% or more over the net equity of the company, whichever is higher.
Such announced information shall describe the scope of the agreement, the term, the price, the termination or completion conditions and any possible influence of the agreement upon administration or company business conducting.
We have engaged in a number of transactions with related parties, none of which have involved the issuance of guarantees.
Transportation, Graphic and Consultancy Agreements with Comporte Participações S.A.
We have exclusive bus transportation agreements with Expresso União Ltda. and Breda Serviços for the transportation of our passengers, their luggage and our employees. We have operating agreements with Serviços Gráficos Ltda for graphic services. We also have a contract with related party Vaud Participações S.A. to provide executive administration and management services. We are the tenant of a property located at Rua Tamoios, 246, in São Paulo, SP, owned by an affiliate, Patrimony Administradora de Bens. The entities mentioned above belong to the same economic group and are all controlled by Comporte Participações S.A.
In 2010 and 2011, we made total payments of R$8.6 million and R$11.1 million, respectively, under these operating agreements.
Commercial Agreement with Unidas Rent a Car
Since May 2009, we have a commercial agreement with Unidas Rent a Car, a Brazilian car rental company, which gives Unidas’ customers a 50% discount on the daily car rental charges when these customers purchase their airline tickets operated by Gol through Gol’s website. As of June 20, 2011, when Gol’s chairman, Álvaro de Souza, left his position as a member of Unidas Rent a Car’s board of directors this contract was no longer considered a related party agreement.
Contracts Account Opening UATP (Universal Air Transportation Plan) to Grant Credit Limit
In September 2011, we signed contracts with Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda. The purpose of these contracts was the opening of UATP (Universal Air Transportation Plan) accounts, where we grant credits of R$20 to Pássaro Azul Taxi Aéreo Ltda. and R$40 to Viação Piracicabana Ltda. for utilization in the UATP system. This system can be utilized to make payments for the contracting of domestic and international airline services with all participating members. We use the UATP system that is operated and maintained by the international airline industry and seek to simplify billing and facilitate the payment of air travel and other related services.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. Financial Information
A. Consolidated Statements and Other Financial Information
See “Item 3. Key Information—Selected Financial Data” and “Item 18. Financial Statements.”
Legal Proceedings
In the ordinary course of our business, we are party to various legal actions, which we believe are incidental to our operations, in large part linked to the routine demands related to the rights of consumers. As of December 31, 2011, we were parties in 23,267 judicial lawsuits and administrative proceedings, including 15,388 civil claims, and 7,879 labor claims. We believe that the outcome of the proceedings to which we are currently a party will not have a material adverse effect on our financial position, results of operations and cash flows. We have established provisions for all amounts in dispute that represent a probable loss in the view of our legal advisors and in relation to those disputes that are covered by laws, administrative decrees, decrees or court rulings that have proven to be unfavorable.
We are party to approximately 14,712 civil proceedings arising from the normal course of our business, which includes flight delays or cancellations and baggage loss or damage, and 676 civil proceedings against Varig S.A. in which plaintiffs claim we would be a successor in interest of Varig S.A. The vast majority of these proceedings involve minor cases relating to customer relations. As of December 31, 2011, we had established provisions to address these contingencies in the total amount of R$34.1 million.
We are party to approximately 4,259 labor proceedings arising from the normal course of our business, which includes overtime, hazardous work premium, health exposure allowance and differences in salary, and 3,620 labor proceedings against Varig S.A. in which plaintiffs claim we would be a successor in interest of Varig S.A.. At December 31, 2011, we have established provisions to address these contingencies in the total amount of R$41.8 million.
We are subject to 3 labor proceedings related to employees’ claims against Varig S.A. in France. We have established provisions in the amount of R$5.1 million for these proceedings.
In 2001, we commenced proceedings against the Brazilian state revenue service, in which we claim an exemption from the payment of Brazilian value added tax (ICMS) due on imported aircraft, parts and engines. On May 30, 2007, the Supremo Tribunal Federal (Federal Supreme Court) ruled in our favor in respect of one of these cases. Various of the proceedings relating to this matter are still pending. The estimated aggregated amount of the ongoing lawsuits related to the non-levy of ICMS tax on said imports is R$205.1 million as of December 31, 2011, adjusted for inflation, not including later payment charges. Based on our legal counsel’s opinion and supported by similar lawsuits with favorable decisions to taxpayers by the Superior Court of Justice (STJ) and Supreme Federal Court (STF) in the second quarter of 2007, we understand that the likelihood of loss is remote, and thus did not recognize provisions for these amounts. Although the outcome of these lawsuits and proceedings cannot be anticipated, our management, based on the opinion of its outside legal counsel, understand that the final decisions on these lawsuits will not have any material adverse impact on our financial position, operating results, and cash flows.
In 2007, we commenced an arbitration before the International Chamber of Commerce against the sellers of VRG and their controlling shareholders relating to a purchase price adjustment. In January 2011, the arbitral tribunal ruled in our favor and granted us an award of R$93.0 million plus interest and costs against the sellers of VRG and their controlling shareholders. We have initiated enforcement proceedings to collect the award amount in U.S. federal courts. The sellers of VRG and their controlling shareholders are contesting the enforcement proceedings. We believe that the chance of success in the enforcement proceedings is possible.
We are questioning the applicability of certain provisions regarding the calculation and rates of social contribution taxes (PIS and COFINS) in Brazil. As of December 31, 2011 we had a provision of R$105.2 million for these lawsuits in addition to judicial deposits of R$77.5 million. As of December 31, 2010 these amounts were R$84.0 million and R$66.9 million, respectively.
For further information on our legal proceedings and contingencies, see note 21 to our consolidated financial statements.
Dividends and Dividend Policy
Amounts Available for Distribution
At each annual general shareholders’ meeting, our board of directors is required to propose how our earnings for the preceding fiscal year are to be allocated. For purposes of Brazilian corporation law, a company’s non-consolidated net income after federal income tax and social contribution on net income for such fiscal year, net of any accumulated losses from prior fiscal years and amounts allocated to employees’ and management’s participation in earnings, represents its “income” for such fiscal year. In accordance with the Brazilian corporation law, an amount equal to the company’s “income,” as adjusted (the “distributable amount”), will be available for distribution to shareholders in any particular year. The distributable amount will be affected by the following:
· reduced by amounts allocated to the legal reserve;
· reduced by amounts allocated to the statutory reserve, if any;
· reduced by amounts allocated to the contingency reserve, if any; reduced by amounts allocated to the unrealized profits reserve established by the company in compliance with applicable law (as discussed below);
· reduced by amounts allocated to the reserve for investment projects (as discussed below); and
· increased by reversals of reserves recorded in prior years.
Our by-laws do not provide for statutory or contingency reserves. Under the Brazilian corporation law and according to our by-laws, we are required to maintain a “legal reserve” to which we must allocate 5% of our “income” for each fiscal year until the amount of the reserve equals 20% of paid-in capital. We are not required to make any allocations to our legal reserve in respect of any fiscal year in which such reserve, when added to our capital reserves, exceeds 30% of our capital. Accumulated losses, if any, may be charged against the legal reserve. Other than that, the legal reserve can only be used to increase our capital. The legal reserve is subject to approval by the shareholders voting at the annual shareholders’ meeting and may be transferred to capital but is not available for the payment of dividends in subsequent years. Our calculation of net income and allocations to reserves for any fiscal year are determined on the basis of our non-consolidated financial statements prepared in accordance with the Brazilian corporation law.
Under the Brazilian corporation law, a portion of a corporation’s “income” may be allocated for discretionary appropriations for plant expansion and other fixed or working capital investment projects, the amount of which is based on a capital budget previously presented by management and approved by the shareholders in a general shareholders’ meeting. After completion of the relevant capital projects, the company may retain the appropriation until shareholders vote to transfer all or a portion of the reserve to capital or retained earnings. The Brazilian corporation law provides that, if a project to which the reserve for investment projects account is allocated has a term exceeding one year, the budget related to the project must be submitted to the shareholders’ meeting each fiscal year until the relevant investment is completed.
Under the Brazilian corporation law, the amount by which the mandatory distribution exceeds the “realized” portion of net income for any particular year may be allocated to the unrealized profits reserve and the mandatory distribution may be limited to the “realized” portion of net income. The “realized” portion of net income is the amount by which “income” exceeds the sum of (a) our net positive results, if any, from the equity method of accounting for earnings and losses of our subsidiaries and certain affiliates, and (b) the profits, gains or income obtained on transactions maturing after the end of the following fiscal year. As amounts allocated to the unrealized income reserve are realized in subsequent years, such amounts must be added to the dividend payment relating to the year of realization.
Under Brazilian tax legislation, a portion of the income taxes payable may also be transferred to a general “fiscal incentive reserve” in amounts equivalent to the reduction in the company’s income tax liability which results from the option to deposit part of that liability into investment in approved projects in investment incentive regions established by government.
Under the Brazilian corporation law, any company may create a “statutory” reserve, which reserve must be described in the company’s by-laws. Those by-laws which authorize the allocation of a percentage of a company’s net income to the statutory reserve must also indicate the purpose, the criteria for allocation and the maximum amount of the reserve. The Brazilian corporation law provides that all discretionary allocations of “income,” including the unrealized profits reserve and the reserve for investment projects, are subject to approval by the shareholders voting at the general shareholders’ meeting and may be transferred to capital or used for the payment of dividends in subsequent years. The fiscal incentive reserve and the legal reserve are also subject to approval by the shareholders voting at the general shareholders’ meeting and may be transferred to capital or used to absorb losses, but are not available for the payment of dividends in subsequent years.
The amounts available for distribution may be further increased by a reversion of the contingency reserve for anticipated losses constituted in prior years but not realized. Allocations to the contingency reserve are also subject to approval by the shareholders voting at the general shareholders meeting. The amounts available for distribution are determined on the basis of our non-consolidated financial statements prepared in accordance with IFRS.
The balance of the profit reserve accounts, except for the contingency reserve and unrealized profits reserve, may not exceed the share capital. If this happens, a shareholders’ meeting must resolve whether the excess will be applied to pay in the subscribed and unpaid capital, to increase and pay in the subscribed stock capital or to distribute dividends.
Pursuant to Law No. 10,303, net income unallocated to the accounts mentioned above must be distributed as dividends.
Mandatory Distribution
The Brazilian corporation law generally requires that the by-laws of each Brazilian corporation specify a minimum percentage of the amounts available for distribution by such corporation for each fiscal year that must be distributed to shareholders as dividends, also known as the mandatory distribution.
The mandatory distribution is based on a percentage of adjusted non-consolidated net income, not lower than 25%, rather than a fixed monetary amount per share. If the by-laws of a corporation are silent in this regard, the percentage is deemed to be 50%. Under our by-laws, at least 25% of our adjusted non-consolidated net income for the preceding fiscal year must be distributed as a mandatory annual dividend. Adjusted net income means the net income after any deductions for the legal reserve and contingency reserves and any reversals of the contingency reserves created in previous fiscal years. The Brazilian corporation law, however, permits a publicly held company, such as we are, to suspend the mandatory distribution of dividends in any fiscal year in which the board of directors reports to the shareholders’ meeting that the distribution would be inadvisable in view of the company’s financial condition. The suspension is subject to the approval at the shareholders’ meeting and review by members of the fiscal committee. While the law does not establish the circumstances in which payment of the mandatory dividend would be “inadvisable” based on the company’s financial condition, it is generally agreed that a company need not pay the mandatory dividend if such payment threatens the existence of the company as a going concern or harms its normal course of operations. In the case of publicly held corporations, the board of directors must file a justification for such suspension with the CVM within five days of the relevant general meeting. If the mandatory dividend is not paid and funds are available, those funds shall be attributed to a special reserve account. If not absorbed by subsequent losses, those funds shall be paid out as dividends as soon as the financial condition of the company permits.
The board of directors can also decide to make the mandatory dividend distribution in the form of interest attributable to shareholders’ equity, which is deductible when calculating income and social contribution taxes.
Payment of Dividends
We are required by the Brazilian corporation law to hold an annual general shareholders’ meeting by no later than April 30 of each year, at which time, among other things, the shareholders have to decide on the payment of an annual dividend. Additionally, interim dividends may be declared by the board of directors. Any holder of record of shares at the time of a dividend declaration is entitled to receive dividends. Dividends on shares held through depositaries are paid to the depositary for further distribution to the shareholders.
Under the Brazilian corporation law, dividends are generally required to be paid to the holder of record on a dividend declaration date within 60 days following the date the dividend was declared, unless a shareholders’ resolution sets forth another date of payment, which, in either case, must occur prior to the end of the fiscal year in which such dividend was declared. Pursuant to our by-laws, unclaimed dividends do not bear interest, are not monetarily adjusted and revert to us three years after dividends were declared. See “Item 10.B. Memorandum of Articles of Association—Description of Capital Stock.”
Our board of directors may declare interim dividends or interest attributable to shareholders’ equity based on income verified in semi-annual financial statements. The board of directors may also declare dividends based on financial statements prepared for shorter periods, provided that the total dividends paid in each six-month period do not exceed the capital reserves amount required by Brazilian corporation law. The board of directors may also pay interim dividends or interest attributable to shareholders’ equity out of retained earnings or income reserves recorded in the last annual balance sheet. Any payment of interim dividends may be set off against the amount of mandatory dividends relating to the net income earned in the year in which the interim dividends were paid.
Our by-laws do not require that we adjust the amount of any dividend payment to inflation.
In general, shareholders who are not residents of Brazil must register their equity investment with the Central Bank to have dividends, sales proceeds or other amounts with respect to their shares eligible to be remitted outside Brazil. The preferred shares underlying the ADSs are held in Brazil by Banco Itaú S.A., also known as the custodian, as agent for the depositary, that is the registered owner on the records of the registrar for our shares. The current registrar is Banco Itaú. The depositary registers the preferred shares underlying the ADSs with the Central Bank and, therefore, is able to have dividends, sales proceeds or other amounts with respect to registered preferred shares remitted outside Brazil.
Payments of cash dividends and distributions, if any, are made in reais to the custodian on behalf of the depositary, which then converts such proceeds into U.S. dollars and causes such U.S. dollars to be delivered to the depositary for distribution to holders of ADSs. In the event that the custodian is unable to convert immediately the Brazilian currency received as dividends into U.S. dollars, the amount of U.S. dollars payable to holders of ADSs may be adversely affected by depreciation of the Brazilian currency that occur before the dividends are converted. Under the current Brazilian corporation law, dividends paid to persons who are not Brazilian residents, including holders of ADSs, will not be subject to Brazilian withholding tax, except for dividends declared based on profits generated prior to December 31, 1995, which will be subject to Brazilian withholding income tax at varying tax rates. See “Item 10. Taxation—Material Brazilian Tax Considerations.”
Holders of ADSs have the benefit of the electronic registration obtained from the Central Bank, which permits the depositary and the custodian to convert dividends and other distributions or sales proceeds with respect to the preferred shares represented by ADSs into foreign currency and remits the proceeds outside Brazil. In the event the holder exchanges the ADSs for preferred shares, the holder will be entitled to continue to rely on the depositary’s registration for five business days after the exchange. Thereafter, in order to convert foreign currency and remit outside Brazil the sales proceeds or distributions with respect to the preferred shares, the holder must obtain a new registration in its own name that will permit the conversion and remittance of such payments. See “Item 10.B. Memorandum of Articles of Association—Description of Capital Stock—Regulation of Foreign Investment and Exchange Controls.”
Under current Brazilian legislation, the federal government may impose temporary restrictions of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments.
Interest Attributable to Shareholders’ Equity
Under Brazilian tax legislation effective January 1, 1996, Brazilian companies are permitted to pay “interest” to holders of equity securities and treat such payments as an expense for Brazilian income tax purposes and, beginning in 1997, for social contribution purposes. The purpose of the tax law change is to encourage the use of equity investment, as opposed to debt, to finance corporate activities. Payment of such interest may be made at the discretion of our board of directors, subject to the approval of the shareholders at a general shareholders’ meeting. The amount of any such notional “interest” payment to holders of equity securities is limited in respect of any particular year to the daily pro rata variation of the Long-Term Interest Rate (Taxa de Juros de Longo Prazo), or TJLP, as determined by the Central Bank from time to time, and may not exceed the greater of:
· 50% of net income (after social contribution on net profits but before taking into account the provision for income tax and the interest attributable to shareholders’ equity) for the period in respect of which the payment is made; or
· 50% of the sum of retained earnings and profit reserves as of the beginning of the year in respect of which such payment is made.
Payment of interest to a holder that is not domiciled in Brazil for Brazilian tax and regulatory purposes (a “non-Brazilian holder”) is subject to withholding income tax at the rate of 15%, or 25% if the non-Brazilian holder is domiciled in a country or location that does not impose income tax or where the income tax rate is lower than 20% (“Low or Nil Tax Jurisdiction”) or where applicable local laws impose restrictions on the disclosure of the shareholding composition or the ownership of investments or the ultimate beneficiary of the income derived from transactions carried out and attributable to a non-Brazilian holder. These payments may be included, at their net value, as part of any mandatory dividend. To the extent payment of interest on net equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable withholding income tax, plus the amount of declared dividends is at least equal to the mandatory dividend.
Under current Brazilian legislation, the sum of the amount distributed as interest on shareholders’ equity and as dividends must be at least equal to the mandatory dividend. For IFRS accounting purposes, although the interest charge must be reflected in the statement of operations to be tax deductible, the charge is reversed before calculating net income in the statutory financial statements and deducted from shareholders’ equity in a manner similar to a dividend. Any payment of interest in respect of preferred shares (including the ADSs) is subject to Brazilian withholding income tax at the rate of 15%, or 25% in the case of a shareholder domiciled in a Low or Nil Tax Jurisdiction or where applicable local laws impose restrictions on the disclosure of the shareholding composition or the ownership of investments or the ultimate beneficiary of the income derived from transactions carried out and attributable to a non-Brazilian holder (see “Item 10. Taxation—Material Brazilian Tax Considerations”). If such payments are accounted for, at their net value, as part of any mandatory dividend, the tax is paid by the company on behalf of its shareholders, upon distribution of the interest. In case we distribute interest attributed to shareholders’ equity in any year, and that distribution is not accounted for as part of mandatory distribution, Brazilian income tax would be borne by the shareholders. For IFRS accounting purposes, interest attributable to shareholders’ equity is reflected as a dividend payment.
Under our by-laws, interest attributable to shareholders’ equity may be treated as a dividend for purposes of the mandatory dividend. In 2009 we distributed R$185.8 million to our shareholders, equivalent to a payment of R$0.70 per share or ADS. In 2010 we declared R$50.9 million to our shareholders, equivalent to a payment of R$0.19 per share or ADS. In 2011 we did not distribute dividends.
Dividend Policy
We intend to declare and pay dividends and/or interest attributed to shareholders’ equity, as required by the Brazilian corporation law and our by-laws. The declaration of annual dividends, including dividends in excess of the mandatory distribution, requires approval by the vote of the majority of the holders of our common shares. The amount of any distributions will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and shareholders. Within the context of our tax planning, we may in the future continue determining that it is to our benefit to distribute interest attributed to shareholders’ equity.
B. Significant Changes
None.
ITEM 9. The Offer and Listing
A. Offer and Listing Details
In the United States, our preferred shares trade in the form of ADS. Since December 2005 each ADS represents one preferred share, issued by Citibank, N.A., as Depositary pursuant to a Deposit Agreement. On December 13, 2005, we executed a 2:1 ADS split, changing to ratio of one ADS representing two preferred shares to one ADS representing one preferred share, as approved by a meeting of the Board of Directors of the Company on November 8, 2005. The ADSs commenced trading on the NYSE on June 24, 2004. As of December 31, 2011, the ADSs represented 33.6% of our preferred shares and 48.2% of our current global public float.
The following table sets forth the reported high and low closing sales prices for the ADSs on the NYSE for the periods indicated.
|
|
US$ per ADS | ||
|
|
Low |
High |
Average(1) |
|
2009 |
|
|
|
|
Annual |
2.88 |
15.59 |
7.44 |
|
2010 |
|
|
|
|
Annual |
10.62 |
18.55 |
16.63 |
|
First quarter |
12.05 |
16.48 |
13.46 |
|
Second quarter |
10.62 |
13.65 |
12.47 |
|
Third Quarter |
12.10 |
15.92 |
13.86 |
|
Fourth Quarter |
14.69 |
18.55 |
16.63 |
|
2011 |
|
|
|
|
Annual |
5.18 |
16.17 |
10.67 |
|
First quarter |
12.52 |
16.17 |
14.15 |
|
Second quarter |
11.34 |
14.12 |
12.89 |
|
Third Quarter |
5.56 |
13.18 |
8.27 |
|
Fourth Quarter |
5.18 |
8.82 |
7.45 |
|
Last Six Months |
5.18 |
13.18 |
7.86 |
|
October 2011 |
5.18 |
8.43 |
7.08 |
|
November 2011 |
6.59 |
8.56 |
7.68 |
|
December 2011 |
6.37 |
8.82 |
7.59 |
|
January 2012 |
6.50 |
7.32 |
6.93 |
|
February 2012 |
7.03 |
9.04 |
8.08 |
|
March 2012 |
6.73 |
8.51 |
7.84 |
________________
Source: Bloomberg
(1) Calculated as average of closing prices for the period.
Our preferred shares began trading on the São Paulo Stock Exchange on June 24, 2004. The following table sets forth the reported high and low closing sale prices for our preferred shares on the BM&FBOVESPA, for the periods indicated.
|
|
|||
|
|
Reais per Preferred Share | ||
|
|
Low |
High |
Average(1) |
|
2009 |
|
|
|
|
Annual |
6.58 |
27.34 |
14.13 |
|
2010 |
|
|
|
|
Annual |
19.70 |
30.40 |
24.34 |
|
First quarter |
21.40 |
27.14 |
23.64 |
|
Second quarter |
19.70 |
23.84 |
22.15 |
|
Third Quarter |
21.37 |
27.00 |
23.91 |
|
Fourth Quarter |
24.50 |
30.40 |
27.71 |
|
2011 |
|
|
|
|
Annual |
9.12 |
26.56 |
17.41 |
|
First quarter |
20.54 |
26.56 |
23.19 |
|
Second quarter |
17.65 |
22.1 |
20.22 |
|
Third Quarter |
9.12 |
20.30 |
13.25 |
|
Fourth Quarter |
9.67 |
15.70 |
13.19 |
|
Last Six Months |
9.12 |
20.30 |
13.22 |
|
October 2011 |
9.67 |
13.96 |
12.26 |
|
November 2011 |
12.27 |
14.61 |
13.43 |
|
December 2011 |
10.24 |
13.00 |
11.83 |
|
January 2012 |
11.93 |
12.89 |
12.30 |
|
February 2012 |
12.07 |
15.19 |
13.83 |
|
March 2012 |
12.19 |
15.15 |
13.95 |
_________________
Source: Bloomberg
(1) Calculated as average of closing prices for the period.
B. Plan of Distribution
Not applicable.
C. Markets
Trading on the BM&FBOVESPA
In 2000, the São Paulo Stock Exchange was reorganized through the execution of memoranda of understanding by the Brazilian stock exchanges. Under the memoranda, all securities are now traded only on the São Paulo Stock Exchange, with the exception of electronically traded public debt securities and privatization auctions, which are traded on the Rio de Janeiro Stock Exchange.
On May 8, 2008, the São Paulo Stock Exchange and the Brazilian Mercantile and Futures Exchange merged, creating BM&FBOVESPA. Together, the companies have formed one of the largest exchanges worldwide in terms of market value, the second largest in the Americas, and the leading exchange in Latin America.
When shareholders trade in common and preferred shares on the BM&FBOVESPA, the trade is settled in three business days after the trade date without adjustment of the purchase price for inflation. The seller is ordinarily required to deliver the shares to the exchange on the second business day following the trade date. Delivery of and payment for shares are made through the facilities of the clearinghouse, Companhia Brasileira de Liquidação e Custódia, or CBLC.
The BM&FBOVESPA is a for-profit listed company that has regulatory authority over its trading markets. Trading on the BM&FBOVESPA is limited to member brokerage firms and a limited number of authorized nonmembers. The BM&FBOVESPA has two open outcry trading sessions each day from 10:00 a.m. to 5:00 p.m., São Paulo time, for all securities traded on all markets, except during daylight savings time in Brazil. During daylight savings time in Brazil, usually the sessions are from 11:00 a.m. to 6:00 p.m., São Paulo time, to closely mirror the NYSE trading hours. Trading is also conducted between 11:00 a.m. and 6:00 p.m., or between 10:00 a.m. and 5:00 p.m. during daylight savings time in the United States, on an automated system known as the Computer Assisted Trading System (Sistema de Negociação Assistida por Computador) on the BM&FBOVESPA and on the National Electronic Trading System (Sistema Eletrônico de Negociação Nacional). This system is a computerized system that links electronically with the seven smaller regional exchanges. The BM&FBOVESPA also permits trading from 5:45 p.m. to 7:00 p.m., São Paulo time, or from 6:45 p.m. to 7:30 p.m. during daylight savings time in Brazil, on an online system connected to traditional and Internet brokers called the “after market.” Trading on the after market is subject to regulatory limits on price volatility and on the volume of shares transacted through Internet brokers. There are no specialists or officially recognized market makers for our shares in Brazil.
In order to better control volatility, the BM&FBOVESPA adopted a “circuit breaker” system pursuant to which trading sessions may be suspended for a period of 30 minutes or one hour whenever the indices of the BM&FBOVESPA falls below the limits of 10% or 15%, respectively, in relation to the index registered in the previous trading session.
The BM&FBOVESPA is significantly less liquid than the NYSE or other major exchanges in the world. As of December 2011, the aggregate market capitalization of the BM&FBOVESPA was equivalent to R$2.3 trillion and the 10 largest companies listed on the BM&FBOVESPA represented 53.0% of the total market capitalization of all listed companies. In contrast, as of December 2011, the aggregate market capitalization of the NYSE was US$15.3 trillion. Although any of the outstanding shares of a listed company may trade on the BM&FBOVESPA, in most cases fewer than half of the listed shares are actually available for trading by the public, the remainder being held by small groups of controlling persons, by government entities or by one principal shareholder. See “Item 3. Risk Factors—Risks Relating to the ADSs and Our Preferred Shares—The relative volatility and illiquidity of the Brazilian securities markets may substantially limit your ability to sell the preferred shares underlying the ADSs at the time and price you desire.”
Trading on the BM&FBOVESPA by a non-Brazilian holder, is subject to certain limitations under Brazilian foreign investment legislation. With limited exceptions, non-Brazilian holders may only trade on Brazilian stock exchanges in accordance with the requirements of Resolution No. 2,689, of January 26, 2000, of the National Monetary Council (Conselho Monetário Nacional), or CMN, or Resolution No. 2,689. Resolution No. 2,689 requires that securities held by non-Brazilian holders be maintained in the custody of, or in deposit accounts with, financial institutions and be registered with a clearinghouse. Such financial institutions and clearinghouses must be duly authorized to act as such by the Central Bank and the CVM. In addition, Resolution No. 2,689 requires non-Brazilian holders to restrict their securities trading to transactions on Brazilian stock exchanges or qualified over-the-counter markets. With limited exceptions, non-Brazilian holders may not transfer the ownership of investments made under Resolution No. 2,689 to other non-Brazilian holders through a private transaction. See “Item 10. Taxation—Material Brazilian Tax Considerations—Taxation on Gains” for a description of certain tax benefits extended to non-Brazilian holders who qualify under Resolution No. 2,689.
Corporate Governance Practices
In 2000, the São Paulo Stock Exchange introduced three special listing segments, known as Level 1 and 2 of Differentiated Corporate Governance Practices and New Market (Novo Mercado), aiming at fostering a secondary market for securities issued by Brazilian companies with securities listed on the BM&FBOVESPA, by prompting such companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily undertaking to abide by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law. These rules generally increase shareholders’ rights and enhance the quality of information provided to shareholders.
To become a Level 1 (Nível 1) company, in addition to the obligations imposed by current Brazilian law, an issuer must agree to (a) ensure that shares of the issuer representing 25% of its total capital are effectively available for trading, (b) adopt offering procedures that favor widespread ownership of shares whenever making a public offering, (c) comply with minimum quarterly disclosure standards including cash flow statements, (d) follow stricter disclosure policies with respect to transactions made by controlling shareholders, directors and officers involving securities issued by the issuers; (e) submit any existing shareholders’ agreements and stock option plans to the BM&FBOVESPA and (f) make an annual calendar announcing scheduled corporate events, bringing information on the company, the event, date and time it is going to take place; any changes in the schedule shall be promptly forwarded to BM&FBOVESPA and published.
To become a Level 2 (Nível 2) company, in addition to the obligations imposed by current Brazilian law, an issuer must agree to (a) comply with all of the listing requirements for Level 1 companies, (b) grant tag-along rights for all shareholders in connection with a transfer of control of the company, offering the same price paid per share for controlling block common shares and 80% of the price paid per share for controlling block preferred shares, (c) grant voting rights to holders of preferred shares in connection with certain corporate restructurings and related party transactions, such as: (i) any transformation of the company into another corporate form, (ii) any merger, consolidation or spin-off of the company, (iii) approval of any transactions between the company and its controlling shareholder, including parties related to the controlling shareholder, (iv) approval of any valuation of assets to be delivered to the company in payment for shares issued in a capital increase, (v) appointment of an independent company, with renowned expertise, to ascertain the economic value of the company in connection with any deregistration and delisting tender offer, and (vi) any changes to these voting rights, (d) have a board of directors comprised of at least five members, of which at least 20% shall be “independent,” as defined by the BM&FBOVESPA, with a term limited to two years, (e) if it elects to delist from the Level 2 segment, hold a tender offer by the company’s controlling shareholder (the minimum price of the shares to be offered will be the economic value determined by an appraisal process), and, for the same purposes, in the case of companies with diffuse control (controlling power exercised by the shareholder holding less than 50% of the voting capital and per group of shareholders who are not signatories of voting agreements and which is not under a common control and does not act as a representative of a common interest) to comply with complementary rules to be issued by BM&FBOVESPA, (f) disclose: (i) quarterly financial statements in English or prepared in accordance with U.S. GAAP or IFRS and (ii) annual financial statements in English, including cash flow statements, prepared in accordance with U.S. GAAP or IFRS, in U.S. dollars or reais and (g) adhere exclusively to the rules of the BM&FBOVESPA Arbitration Chamber for resolution of disputes involving the controlling shareholders, the managers and the members of the fiscal committee.
To be listed in the Novo Mercado, an issuer must meet all of the requirements described above, in addition to (a) issuing only voting shares and ensure that all the shares will be composed exclusively of common shares, (b) granting tag-along rights for all shareholders in connection with a transfer of control of the company, offering the same price paid per share for controlling block common shares.
In May 2004, we entered into an agreement with the BM&FBOVESPA to comply with the requirements to become a Level 2 company. In addition to complying with Level 2 requirements, we have granted tag-along rights that entitle our preferred shareholders to receive 100% of the price paid per common share of controlling block shareholders in connection with a transaction resulting in a transfer of control of our company. Furthermore, we prepare quarterly financial statements in accordance with IFRS. We were included in the following indexes (a) since 2005: IbrX-100 (Índice Brasil, Index Brazil), IGC (Índice de Ações com Governança Corporativa Diferenciada, Special Corporate Governance Index), ITAG (Índice de Ações com Tag Along Diferenciado, Special Tag Along Stock Index) and MSCI (Morgan Stanley Capital International Index), (b) since 2006: IbrX-50 (Índice Brasil 50, Index Brazil 50): and (c) since 2007: Índice BM&FBOVESPA, all of which reflect our increased market capitalization and liquidity of our preferred shares.
Regulation of the Brazilian Securities Market
The Brazilian securities markets are regulated by the CVM, which has regulatory authority over the stock exchanges and securities markets, as well as by the Central Bank, which has, among other powers, licensing authority over brokerage firms and regulates foreign investment and foreign exchange transactions. The Brazilian securities markets are governed by Law No. 10,198 dated February 14, 2001, Law No. 10,303 dated October 31, 2001, known as Law No. 10,303 and Law No. 10,411 dated February 26, 2002, which introduced new concepts and several changes to Law No. 6,385 dated December 7, 1976, as amended and supplemented, the principal law governing the Brazilian securities markets, by Brazilian corporation law, and by regulations issued by the CVM, the CMN and the Central Bank. These laws and regulations, among others, provide for disclosure requirements applicable to issuers of traded securities, criminal sanctions for insider trading and price manipulation, and protection of minority shareholders. They also provide for licensing and oversight of brokerage firms and governance of Brazilian stock exchanges. However, the Brazilian securities markets are not as highly regulated and supervised as U.S. securities markets.
Under the Brazilian corporation law, a company is either publicly held, a companhia aberta, or privately held, a companhia fechada. All listed companies are registered with the CVM and are subject to reporting and regulatory requirements. A company registered with the CVM may trade its securities either on the BM&FBOVESPA or in the Brazilian over-the-counter market. Shares of companies listed on the BM&FBOVESPA may not simultaneously trade on the Brazilian over-the-counter market. The shares of a listed company may also be traded privately, subject to several limitations. To be listed on the BM&FBOVESPA, a company must apply for registration with the BM&FBOVESPA and the CVM.
The trading of securities on the BM&FBOVESPA may be halted at the request of a company in anticipation of a material announcement. Trading may also be suspended on the initiative of the BM&FBOVESPA or the CVM, among other reasons, based on or due to a belief that a company has provided inadequate information regarding a significant event or has provided inadequate responses to inquiries by the CVM or the BM&FBOVESPA.
Trading on the BM&FBOVESPA by non-residents of Brazil is subject to limitations under Brazilian foreign investment and tax legislation. The Brazilian custodian for the preferred shares underlying the ADSs must, on behalf of the depositary for the ADSs, obtain registration from the Central Bank to remit U.S. dollars abroad for payments of dividends, any other cash distributions, or upon the disposition of the shares and sales proceeds thereof. If you exchange your ADSs for preferred shares, you will be entitled to continue to rely on the custodian’s electronic foreign capital registration for five business days after the exchange. Thereafter, you may not be able to obtain and remit abroad non-Brazilian currency upon the disposition of or distributions relating to the preferred shares, and will be subject to a less favorable tax treatment on gains with respect to the preferred shares, unless you obtain a new electronic foreign capital registration on your own name. See “Item 10.B. Memorandum of Articles of Association—Description of Capital Stock—Regulation of Foreign Investment.”
Disclosure Requirements
According to Law No 6,385, a publicly held company must submit to CVM and BM&FBOVESPA certain periodic information, including annual and quarterly reports prepared by management and independent auditors. This legislation also requires us to file with CVM our shareholders’ agreements, notices of shareholders’ meetings and copies of the related minutes.
Pursuant to CVM Rule No. 358, of January 3, 2002, as amended, the CVM revised and consolidated the requirements regarding the disclosure and use of information related to material facts and acts of publicly held companies, including the disclosure of information in the trading and acquisition of securities issued by publicly held companies.
Such requirements include provisions that:
· establish the concept of a material fact that gives rise to reporting requirements. Material facts include decisions made by the controlling shareholders, resolutions of the general meeting of shareholders and of management of the company, or any other facts related to the company’s business (whether occurring within the company or otherwise somehow related thereto) that may influence the price of its publicly traded securities, or the decision of investors to trade such securities or to exercise any of such securities’ underlying rights;
· specify examples of facts that are considered to be material, which include, among others, the execution of agreements providing for the transfer of control, the entry or withdrawal of shareholders that maintain any managing, financial, technological or administrative function with or contribution to the company, and any corporate restructuring undertaken among related companies;
· oblige the officer of investor relations, controlling shareholders, other officers, directors, members of the audit committee and other advisory boards to disclose material facts;
· require simultaneous disclosure of material facts to all markets in which the corporation’s securities are admitted for trading;
· require the acquirer of a controlling stake in a corporation to publish material facts, including its intentions as to whether or not to de-list the corporation’s shares, within one year;
· establish rules regarding disclosure requirements in the acquisition and disposal of a material stockholding stake; and
· forbid trading on the basis of insider information.
In addition to the disclosure requirements under the Brazilian corporation law and the CVM regulations, we must also observe the following disclosure requirements:
· we must disclose our consolidated financial statements at the end of each quarter (except for the last quarter of each year) and at the end of each fiscal year, including a statement of cash flows, which must indicate, at least, the changes in cash and cash equivalents, separated into operating, financing and investing cash flows;
· we must, no later than four months after the end of the fiscal year: disclose our financial statements and consolidated financial statements in accordance with IFRS, in reais or U.S. dollars, which must be fully disclosed, in English, together with a management report, explanatory notes that shall include the net income and shareholders’ equity calculated at the end of such fiscal year, as well as the proposal for distribution or other use of net income, and the independent auditors’ report; and
· within no longer than 15 days following the term established by the Brazilian corporation law for disclosure of our quarterly information, we must also: disclose our quarterly information translated into English.
CVM Rule No. 480 provides for periodical information that shall be submitted to the market. For instance the submission of the following documents: (i) financial statements, (ii) standard form and (iii) Formulário de Referência, a new annual report that replaces IAN.
The Formulário de Referência shall be annually presented until the fifth month following the termination of the fiscal year. Additionally whenever the company decides to make a public offering an updated Formulário de Referência shall be filed. In addition, category A issuers, which includes us, shall always update its Formulário de Referência within seven business days from the occurrence of one of the following events:
(i) change of any of company’s managers or member of the Audit Committee;
(ii) change of the corporate capital of the company;
(iii) issuance of securities;
(iv) change of the rights and advantages of the issued securities;
(v) change of the majority shareholder or variation in its position equal or superior to five percent (5%);
(vi) whenever a shareholder achieves a participation equal or superior to five percent (5%) of shares of the same class, considering that the issuer known it;
(vii) change or disclosure of new projections or estimates;
(viii) consolidation, merger of shares, merger and spin-off involving the company;
(ix) execution, change or termination of shareholders agreement; or
(x) file for reorganization or petition for bankruptcy.
CVM Rule No. 481 which sets forth (i) the procedures relating to the public solicitation of proxies for the exercise of voting rights at shareholders’ meetings of public held companies; and (ii) disclosure requirements to be followed by public held companies before the shareholders meetings. It provides that: (i) shareholders that own 0.5% or more of the company’s corporate capital may indicate members to the Board of Directors and to the Fiscal Council in public solicitation of proxies conducted by the company’s management, being thus required that the shareholders be able to vote on the referred candidates; (ii) the companies that accept digital proxies sent via world wide web must allow shareholders who hold 0.5% or more of the company’s corporate capital to make public solicitation of proxies through the company’s referred system; and (iii) the publicly held companies that do not accept digital proxies sent via world wide web must pay part of the costs of the public solicitation of proxies made by shareholders that own 0.5% or more of the company’s corporate capital.
In addition, all information that shall be disclosed jointly with the call notice for General Shareholders Meetings of public held companies must be made available to shareholders through the CVM website and that the following documents shall be disclosed at least with thirty (30) in advance of the Annual Shareholders Meeting:
(i) the management report on the corporation’s affair and major administrative events of the last fiscal year;
(ii) copies of the accounts and financial statements;
(iii) the opinion of the independent auditors, if any;
(iv) comments of the managers in the terms provided in the Section ten (10) of the Formulário de Referência; and
(v) the Audit Committee report, if any.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The Registrant was formed on March 12, 2004 as a sociedade por ações, a stock corporation duly incorporated under the laws of Brazil with unlimited duration. The Registrant is registered with the São Paulo Commercial Registry (Junta Comercial do Estado de São Paulo) under number NIRE 35.300.314.441.
The Registrant became the parent company of Gol on March 29, 2004, when all of the common shares, Class A preferred shares and Class B preferred shares of Gol (except for five common shares of Gol that are held by members of Gol’s board of directors for eligibility purposes) were contributed to the Registrant by the shareholders of Gol in exchange for the applicable number of either common shares or preferred shares of the Registrant. As a result of this reorganization, 41,499,995 common shares of Gol were exchanged for 109,448,497 common shares and 6,751,719 preferred shares of the Registrant, 10,375,000 Class A preferred shares of Gol were exchanged for 29,049,994 preferred shares and six common shares of the Registrant and 8,408,206 Class B preferred shares of Gol were exchanged for 23,542,977 preferred shares of the Registrant. The reorganization did not affect our operations in any respect. The aggregate number of our common and preferred shares outstanding was increased to 168,793,243 as the result of a 2.80 -for-one stock split on May 25, 2004 (which includes 224 common shares and 56 preferred shares of the Registrant that were issued in connection with its formation on March 12, 2004). On June 24, 2004, the Registrant completed its initial public offering through the issuance of 18,750,000 preferred shares in the form of ADSs in the United States and other countries outside Brazil and in the form of preferred shares in Brazil. On April 28, 2005, the Registrant completed a primary and secondary offering of 16,905,000 preferred shares in the form of ADSs in the United States and other countries outside Brazil and in the form of preferred shares in Brazil. In addition, during 2005, our executive officers exercised stock options for an aggregate of 703,579 preferred shares. During 2006, our executive officers exercised stock options for an aggregate of 233,833 preferred shares. In 2007, we increased our capital and, as a result of 6.1 million shares issued for the VRG acquisition and 11,569 shares issued related to our stock option program. On March 20, 2009, our board of directors approved a capital stock increase issuing 6,606,366 voting and 19,487,356 preferred shares. On October 19, 2009, we concluded a global share offering of 19,002,500 common shares and 43,187,500 preferred shares. On May 5, 2010 our board of directors approved a capital increase, in the amount of R$119.0 million, with the issuance of 4,883,756 shares, of which 3,833,076 were common shares and 1,050,680 were preferred shares. During 2010, our executive officers exercised stock options for an aggregate of 173,374 preferred shares. During 2011, our executive officers exercised stock options for an aggregate of 49,836 preferred shares. As of December 31, 2011 our capital structure consisted of 137,032,734 common shares and 133,357,270 preferred shares, each with no par value. We are a stock corporation (sociedade anônima) incorporated under the laws of Brazil.
On December 21, 2011, in order to implement the Delta Investment, our board of directors approved a capital increase of up to R$295.8 million, equivalent to up to 6,825,470 common shares and 6,619,765 preferred shares at a subscription price of R$22.00 per share, with a minimum aggregate subscription amount of R$182.6 million. Our controlling shareholder subscribed for 6,825,469 common shares and 1,474,986 preferred shares, using the funds received from Delta to pay in for those shares. The capital increase is still subjected to approval by our board of directors.
Issued Share Capital
Under our by-laws, our authorized capital as of December 31, 2011 was R$4.0 billion, and can be increased by the issuance of preferred or common shares, after approval by our board of directors. Our shareholders must approve any capital increase that exceeds our authorized capital. Under our bylaws and the Brazilian corporation law, if we issue additional shares in a private transaction, the existing shareholders have preemptive rights to subscribe for shares on a pro rata basis according to their holdings. See “—Preemptive Rights.”
Regulation of Foreign Investment
There are no general restrictions on ownership of our preferred shares or common shares by individuals or legal entities domiciled outside Brazil, except for those regarding airline companies (see “—Regulation of the Brazilian Civil Aviation Market”). However, the right to convert dividend payments and proceeds from the sale of preferred shares or common shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, the registration of the relevant investment with the Central Bank.
Foreign investors may register their investment under Law No. 4,131 of September 3, 1962, or Law No. 4,131, or Resolution No. 2,689 of January 26, 2000 of the CMN, or Resolution No. 2,689. Registration under Law No. 4,131 or under Resolution No. 2,689 generally enables foreign investors to convert into foreign currency dividends, other distributions and sales proceeds received in connection with registered investments and to remit such amounts abroad. Resolution No. 2,689 affords favorable tax treatment to foreign investors who are not resident in a Low or Nil Tax Jurisdiction, which is defined under Brazilian tax laws as a country or location or other jurisdiction that does not impose tax or where the maximum income tax rate is lower than 20%.
Under Resolution No. 2,689, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial and capital markets, provided that certain requirements are fulfilled. In accordance with Resolution No. 2,689, the definition of foreign investor includes individuals, legal entities, mutual funds and other collective investment entities that are domiciled or headquartered abroad. Investors may not transfer the ownership of investments made under Resolution No. 2,689 to other non-Brazilian holders through private transactions.
Pursuant to Resolution No. 2,689, foreign investors must:
· appoint at least one representative and a custodian in Brazil with powers to perform actions relating to the foreign investment;
· complete the appropriate foreign investor registration form;
· register as a foreign investor with the CVM;
· register the foreign investment with the Central Bank;
· appoint a tax representative in Brazil; and
· obtain a taxpayer identification number from the Brazilian federal tax authorities.
Amounts invested in our preferred shares by a non-Brazilian holder who qualifies under Resolution 2,689 and obtains registration with the CVM, or by the depositary representing an ADS holder, are eligible for registration with the Central Bank. This registration (the amount so registered is referred to as registered capital) allows the remittance outside Brazil of foreign currency, acquired with the proceeds of distributions on, and amounts realized through, dispositions of our preferred shares. The registered capital per preferred share purchased in the form of an ADS, or purchased in Brazil and deposited with the depositary in exchange for an ADS, will be equal to its purchase price (stated in U.S. dollars). The registered capital per preferred share withdrawn upon cancellation of an ADS will be the U.S. dollar equivalent of (i) the average price of a preferred share on the Brazilian stock exchange on which the most preferred shares were traded on the day of withdrawal or (ii) if no preferred shares were traded on that day, the average price on the Brazilian stock exchange on which the most preferred shares were traded in the fifteen trading sessions immediately preceding such withdrawal. The U.S. dollar equivalent will be determined on the basis of the average rates quoted by the Central Bank on these dates.
A non-Brazilian holder of preferred shares may experience delays in effecting Central Bank registration, which may delay remittances abroad. This delay may adversely affect the amount in U.S. dollars, received by the non-Brazilian holder.
A registration has been obtained in the name of the depositary with respect to the ADSs and is maintained by the custodian on behalf of the depositary. Pursuant to the registration, the custodian and the depositary are able to convert dividends and other distributions with respect to the preferred shares represented by our ADSs into foreign currency and remit the proceeds outside Brazil. In the event that a holder of ADSs exchanges such ADSs for preferred shares, such holder will be entitled to continue to rely on the depositary’s registration for five business days after such exchange, following which such holder must seek to obtain its own registration with the Central Bank.
Thereafter, any holder of preferred shares may not be able to convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such preferred shares, unless the holder is a duly qualified investor under Resolution 2,689.
If the shareholder does not qualify under Resolution 2,689 by registering with the CVM and the Central Bank and appointing a representative and a custodian in Brazil, the holder will be subject to less favorable Brazilian tax treatment than a holder of ADSs. Regardless of qualification under Resolution 2,689, residents in a Low or Nil Tax Jurisdiction are subject to less favorable tax treatment than other foreign investors. See “—Taxation—Brazilian Tax Considerations.”
Under current Brazilian legislation, the federal government may impose temporary restrictions on remittances of foreign capital abroad in the event of a serious imbalance or an anticipated serious imbalance of Brazil’s balance of payments. For approximately six months in 1989 and early 1990, the Brazilian government froze all dividend and capital repatriations held by the Central Bank that were owed to foreign equity investors, in order to conserve Brazil’s foreign currency reserves. These amounts were subsequently released in accordance with federal government directives. There can be no assurance that the Brazilian government will not impose similar restrictions on foreign repatriations in the future. See “Item 3. Risk Factors—Risks Relating to Brazil.”
Description of Preferred Shares
According to our by-laws, our preferred shares are non-voting. However, under certain limited circumstances provided for in the Brazilian corporation law and as described in this section, holders of our preferred shares may be entitled to vote. Upon liquidation, holders of preferred shares are entitled to receive distributions prior to the holders of our common shares.
According to our by-laws, holders of our preferred shares are entitled to be included in a public tender offer in case our controlling shareholder sells its controlling stake in us, and the minimum price to be offered for each preferred share is 100% of the price paid per share of the controlling stake.
Under Brazilian law, the protections afforded to minority shareholders are different from those in the United States. In particular, judicial guidance with respect to shareholder disputes is less established under Brazilian law than U.S. law and there are different procedural requirements for bringing shareholder lawsuits, such as shareholder derivative suits. As a result, in practice it may be more difficult for our minority shareholders to enforce their rights against us or our directors or controlling shareholder than it would be for shareholders of a U.S. company.
Redemption and Rights of Withdrawal
Under the Brazilian corporation law, a dissenting or non-voting shareholder has the right to withdraw from a company and be reimbursed for the value of the preferred or common shares held whenever a decision is taken at a general shareholders’ meeting by a vote of shareholders representing at least 50% of the total outstanding voting capital to:
· create a new class of preferred shares or increase disproportionately an existing class of preferred shares relative to the other classes of shares, unless such action is provided for or authorized by our by-laws (our by-laws allow us to do so);
· modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of preferred shares, or create a new class with greater privileges than the existing classes of preferred shares;
· reduce the mandatory distribution of dividends;
· merge or consolidate us with another company;
· participate in group of companies as defined in the Brazilian corporation law and subject to the conditions set forth therein;
· change our corporate purpose, including a sale of the voting control to a third party;
· transfer all of our shares to another company or receive shares of another company in order to make the company whose shares were transferred a wholly owned subsidiary of such company, known as incorporação de ações;
· conduct a spin-off that results in (a) a change of our corporate purposes, except if the assets and liabilities of the spin-off company are contributed to a company that is engaged in substantially the same activities, (b) a reduction in the mandatory dividend or (c) any participation in a centralized group of companies, as defined under the Brazilian corporation law; or
· dissolution of the company or terminating a state of liquidation.
In the event that the entity resulting from a merger, consolidation, or incorporação de ações, or spin-off of a listed company fails to become a listed company within 120 days of the shareholders meeting at which such decision was taken, the dissenting or non-voting shareholders may also exercise their withdrawal right.
If there is a resolution to (a) merge or consolidate us with another company; (b) conduct a incorporação de ações; (c) participate in a group of companies, as defined under the Brazilian corporation law or (d) acquire control of another company, the withdrawal rights are exercisable only if our shares do not satisfy certain tests of liquidity and dispersal of the type or class of shares in the market at the time of the general meeting.
Only holders of shares adversely affected by the changes mentioned in the first and second items above may withdraw their shares.
The right of withdrawal lapses 30 days after publication of the minutes of the relevant general shareholders’ meeting that approved the corporate actions described above. In the case of the changes mentioned in items (a) and (b) above, the resolution is subject to confirmation by the preferred shareholders, which must be obtained at a special meeting held within one year. In those cases, the 30-day term is counted from the date of publication of the minutes of the special meeting. We would be entitled to reconsider any action triggering appraisal rights within 10 days following the expiration of such rights if the redemption of shares of dissenting or non-voting shareholders would jeopardize our financial stability. Shares to be purchased by us from the dissenting or non-voting shareholders exercising appraisal rights will be valued at an amount equal to the lesser of the ratable portion attributable to such shares of our shareholders’ equity as shown on the last balance sheet approved at a general shareholders’ meeting (book value) and the ratable portion attributable to such shares of the economic value of the company, pursuant to an appraisal report produced in accordance with the provisions of the Brazilian corporation law. If more than 60 days have elapsed since the date of such balance sheet, dissenting shareholders may require that the book value of their shares be calculated on the basis of a new balance sheet. As a general rule, shareholders who acquire their shares after the first notice convening the general shareholders’ meeting or after the relevant press release concerning the meeting is published will not be entitled to appraisal rights.
For purposes of the right of withdrawal, the concept of “dissenting shareholder,” under the Brazilian corporation law, includes not only those shareholders who vote against a specific resolution, but also those who abstain from voting, who fail to attend the shareholders meeting or who do not have voting rights.
Preemptive Rights
Each of our shareholders generally has a preemptive right to subscribe for shares or convertible securities in any capital increases, in proportion to its shareholdings. A minimum period of 30 days, unless a shorter period is established by our board of directors, following the publication of notice of the capital increase is allowed for the exercise of the right and the right is negotiable. In the event of a capital increase which would maintain or increase the proportion of capital represented by preferred shares, holders of ADSs or preferred shares would have preemptive rights to subscribe only to newly issued preferred shares.
In the event of a capital increase which would reduce the proportion of capital represented by preferred shares, holders of ADSs or preferred shares would have preemptive rights to subscribe for preferred shares, in proportion to their shareholdings, and for common shares, only to the extent necessary to prevent dilution of their equity participation. (See “Risks Relating to the ADSs and Our Preferred Shares—Holders of ADSs may be unable to exercise preemptive rights with respect to our preferred shares”). Our by-laws provide that our board of directors may, within the limit of its authorized capital, withdraw preemptive rights to existing shareholders in connection with an increase in share capital through sale in stock exchanges, public offerings or public exchange offers. In addition, Brazilian corporation law provides that the granting or exercise of stock options pursuant to certain stock option plans is not subject to preemptive rights.
Voting Rights
Each common share entitles its holder to one vote at our shareholders’ meetings. Preferred shares have no voting rights, except that each preferred share entitles its holder to one vote at our shareholders’ meeting to decide on certain specific matters, such as:
· any transformation of the company into another corporate type; any merger, consolidation or spin-off of the company;
· approval of any transactions between the company and its controlling shareholder or parties related to the controlling shareholder;
· approval of any evaluation of assets to be delivered to the company in payment for shares issued in a capital increase;
· appointment of an expert to ascertain the fair value of the company in connection with any deregistration and delisting tender offer;
· any changes to these voting rights; and
· approval of a change of our corporate purpose.
Holders of preferred shares are entitled to attend shareholders’ meetings and to participate in the discussions. The Brazilian corporation law provides that non-voting shares, such as preferred shares, may acquire voting rights if the company fails to distribute fixed or minimum dividends in connection with such shares for three consecutive fiscal years and will retain such voting rights until the distribution of such fixed or minimum dividends. (See “Risks Relating to the ADSs and Our Preferred Shares—Holders of the preferred shares may not receive any dividends”).
According to the Brazilian corporation law, any change in the preferences or rights of our preferred shares, or the creation of a class of shares having priority over our preferred shares, unless such change is authorized by our by-laws, would require the approval of our preferred shareholders in a special shareholders’ meeting in addition to approval by a majority of the holders of our outstanding voting shares. The holders of preferred shares would vote as a class at the special meeting.
The Brazilian corporation law grants (i) holders of preferred shares without voting rights (or with restricted voting rights) representing 10% of the total issued capital stock and (ii) holders of our common shares that are not part of the controlling group, and represent at least 15% of the voting capital stock, the right to appoint a member to the board of directors, by voting during the annual shareholders’ meeting. If none of our non-controlling holders of common or preferred shares meets the respective thresholds described above, holders of preferred or common shares representing at least 10% of the share capital would be able to combine their holdings to appoint one member and an alternate to our board of directors. Such rights may only be exercised by those shareholders who prove that they have held the required stake with no interruption during at least the three months directly preceding our annual shareholders meeting.
Holders of common shares are entitled to certain rights that cannot be amended by changes in the by-laws or at a general shareholders’ meeting, which include (i) the right to vote at general shareholders’ meetings; (ii) the right to participate in distributions of dividends and interest on capital and to share in the remaining assets of the company in the event of liquidation; (iii) preemptive rights in certain circumstances and (iv) the right to withdraw from the company in certain cases. In addition to those rights, the by-laws or a majority of the voting shareholders may establish additional rights and, likewise, remove them. Currently, our by-laws do not establish any rights in addition to those already set forth by the Brazilian corporation law. The Level 2 of Differentiated Corporate Governance Practices, which we comply with, provides for the granting of voting rights to holders of preferred shares in connection with certain matters, including corporate restructurings, mergers and related party transactions.
Controlling shareholders may nominate and elect a majority of the members of the board of directors of Brazilian companies. In a Brazilian company, management is not entitled to nominate directors for election by the shareholders. Non-controlling shareholders and holders of non-voting shares are entitled to elect representatives to the board, as described above. Holders of a threshold percentage of the voting shares may also request, up to 48 hours prior to any general shareholders’ meeting, that the election of directors be subject to cumulative voting. The threshold percentage required for cumulative voting for a corporation such as ours is currently 5% of the outstanding shares. Shareholders who vote to elect a representative of the non-controlling shareholders may not cast cumulative votes to elect other members of the board.
Conversion Right
Our shareholders may, at any time, convert common shares into preferred shares, at the rate of one common share to one preferred share, to the extent such shares are duly paid and provided that the amount of preferred shares does not exceed 50% of the total amount of shares outstanding. Any request for conversion must be delivered to our board of executive officers and, once accepted by the board of executive officers, must be confirmed by our board of directors at the first meeting after the date of the request for conversion.
Special and General Meetings
Unlike the laws governing corporations incorporated under the laws of the State of Delaware, the Brazilian corporation law does not allow shareholders to approve matters by written consent obtained as a response to a consent solicitation procedure. All matters subject to approval by the shareholders must be approved in a general meeting, duly convened pursuant to the provisions of Brazilian corporation law. Shareholders may be represented at a shareholders’ meeting by attorneys-in-fact who are (i) shareholders of the corporation, (ii) a Brazilian attorney, (iii) a member of management or (iv) a financial institution.
General and special shareholders’ meetings may be called by publication of a notice in the Diário Oficial do Estado de São Paulo and in a newspaper of general circulation in our principal place of business at least 15 days prior to the meeting. Special meetings are convened in the same manner as general shareholders’ meetings and may occur immediately before or after a general meeting.
At duly called and convened meetings, our shareholders are empowered to take any action regarding our business. Shareholders have the exclusive right, during our annual shareholders’ meetings required to be hold within 120 days of the end of our fiscal year, to approve our financial statements and to determine the allocation of our net income and the distribution of dividends related to the fiscal year immediately preceding the meeting. The members of our board of directors are generally elected at annual shareholders’ meetings. However, according to Brazilian corporation law, they can also be elected at extraordinary shareholders’ meetings. At the request of shareholders holding a sufficient number of shares, a fiscal council can be established and its members elected at any shareholders’ meeting.
An extraordinary shareholders’ meeting may be held concurrently with the annual shareholders’ meeting and at other times during the year. Our shareholders may take the following actions, among others, exclusively at shareholders’ meetings:
· election and dismissal of the members of our board of directors and our fiscal council, if the shareholders have requested the set up of the latter;
· approval of the aggregate compensation of the members of our board of directors and board of executive officers, as well as the compensation of the members of the fiscal council, if one has been established;
· amendment of our bylaws;
· approval of our merger, consolidation or spin-off;
· approval of our dissolution or liquidation, as well as the election and dismissal of liquidators and the approval of their accounts;
· granting stock awards and approval of stock splits or reverse stock splits;
· approval of stock option plans for our management and employees, as well as for the management and employees of other companies directly or indirectly controlled by us;
· approval, in accordance with the proposal submitted by our board of directors, of the distribution of our net income and payment of dividends;
· authorization to delist from the Level 2 of Differentiated Corporate Governance Practices and to become a private company, except if the cancellation is due to a breach of the Level 2 regulations by management, and to retain a specialized firm to prepare a valuation report with respect to the value of our shares, in any such events;
· approval of our management accounts and our financial statements;
· approval of any primary public offering of our shares or securities convertible into our shares; and
· deliberate upon any matter submitted by the board of directors.
Anti-Takeover Provisions
Our by-laws require any party that acquires our control to extend a tender offer for common and preferred shares held by non-controlling shareholders at the same purchase price paid to the controlling shareholder.
Arbitration
In connection with our listing with Level 2 of Differentiated Corporate Governance Practices, we and our controlling shareholders, directors, officers and members of our fiscal committee have undertaken to refer to arbitration any and all disputes arising out of the Level 2 rules or any other corporate matters. See “Market Information.” Under our by-laws, any disputes among us, our shareholders and our management with respect to the application of Level 2 rules, the Brazilian Corporation law or the application of the rules and regulations regarding Brazilian capital markets, will be resolved by arbitration conducted pursuant to the BM&FBOVESPA Arbitration Chamber and rules. Any disputes among shareholders, including holders of ADSs, and disputes between us and shareholders, including holders of ADSs, will be submitted to arbitration in accordance with the BM&FBOVESPA Arbitration Chamber and rules.
Going Private Process
Pursuant to our bylaws, we may become a privately-held company only if we, our controlling shareholders or our group of controlling shareholders make a public tender offer for all outstanding shares.
According to the Level 2 regulations and our bylaws, the minimum price of the shares in the public tender offer required to be made in case we go private shall be equivalent to the economic value determined in the appraisal report prepared by a specialized and independent company, with renowned expertise, to be selected at the annual shareholders’ meeting from among the three companies suggested by the board of directors.
In addition to the requirements set out in the Level 2 regulations and our bylaws, according to the Brazilian corporation law, our registration as a publicly held company with shares traded on stock exchanges will be canceled only if we or our direct or indirect controlling shareholders make a public tender offer for the total outstanding shares in the market (which may be the same tender offer required by Level 2 regulations and our bylaws), at a fair value, for a price at least equal to our evaluation, determined based on the following criteria, separately or jointly adopted: stockholders’ equity book value, stockholders’ equity at market price, discounted cash flow, multiple comparisons, market price of our shares or any other criteria accepted by the CVM. Shareholders holding at least 10% of our outstanding shares may require our management to review the price offered for the shares, and in this event our management shall call a special shareholders` meeting to determine whether to perform another valuation using the same or a different valuation method. Such request must be made within 15 days following the disclosure of the price to be paid for the shares in the public tender offer, and shall be duly justified. The shareholders who make such request, as well as those who vote in its favor, shall reimburse us for any costs involved in preparing the new valuation if the valuation price is lower than or equal to the original valuation price. If the new valuation price is higher than the original valuation price, the public tender offer must be made at the new valuation price.
Delisting from Differentiated Corporate Governance Practices Level 2
We may, at any time, delist our shares from the Level 2 segment, provided that this is approved by shareholders representing the majority of our voting share capital at an annual shareholders’ meeting and that we provide written notice to the BM&FBOVESPA at least 30 days in advance. If we decide to delist from the Level 2 segment, in order to make our shares available to be traded outside the Level 2 segment, our controlling shareholders must conduct a public tender offer for the acquisition of our shares within the legal timeframe, based on the economic value calculated in the appraisal report prepared by a specialized and independent company, to be selected at an annual shareholders’ meeting from among three companies suggested by the board of directors. The public tender offer notice must be communicated to the BM&FBOVESPA and immediately disclosed to the market after the shareholder’s meeting during which the delisting was approved. If the delisting from the Level 2 segment is a result of the cancellation of our registration as a publicly held company, our controlling shareholders must follow the other requirements applicable to going private.
The delisting from the Level 2 segment does not imply the cancellation of the trading of our shares on the BM&FBOVESPA.
If our share control is transferred within the 12 months subsequent to the delisting from the Level 2, the selling controlling shareholder and the buyer shall offer to our other shareholders the acquisition of their shares at the price and conditions provided to the controlling shareholder selling the shares, adjusted for inflation.
After delisting from the Level 2 segment, we may not request the listing of our shares in the Level 2 segment for two years subsequent to the cancellation, except if there is a change of our share control after delisting from the Level 2 segment.
Form and Transfer
Because our preferred shares are in registered book-entry form, Banco Itaú S.A., as registrar, must effect any transfer of shares by an entry made in its books, in which it debits the share account of the transferor and credits the share account of the transferee. When our shares are acquired or sold on a Brazilian stock exchange, the transfer is effected on the records of our registrar by a representative of a brokerage firm or the stock exchange’s clearing system. Transfers of shares by a foreign investor are executed in the same way by that investor’s local agent on the investor’s behalf except that, if the original investment were registered with the Central Bank pursuant to Resolution No. 2,689, the foreign investor should also seek amendment through its local agent, if necessary, of the electronic registration to reflect the new ownership. The BM&FBOVESPA operates a clearinghouse through CBLC. The fact that such shares are subject to custody with the relevant stock exchange will be reflected in our registry of shareholders. Each participating shareholder will, in turn, be registered in the register of our beneficial shareholders that is maintained by CBLC and will be treated in the same way as registered shareholders.
American Depositary Receipts
Citibank, N.A., as depositary, has executed and delivered the ADRs representing our preferred shares. Each ADR is a certificate evidencing a specific number of American Depositary Shares, also referred to as ADSs. After our 2:1 ADS ratio change in December 2005, each ADS represents one preferred share (or a right to receive one preferred share) deposited with the principal São Paulo office of Banco Itaú S.A., as custodian for the depositary in Brazil. Each ADS also represents any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADRs are administered is located at 399 Park Avenue, New York, New York 10043.
You may hold ADSs either directly (by having an ADR registered in your name) or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. We do not treat ADR holders as our shareholders and ADR holders have no shareholder rights. Brazilian law governs shareholder rights. The depositary is the holder of the preferred shares underlying the ADSs. Holders of ADRs have ADR holder rights. A deposit agreement among us, the depositary and you, as an ADR holder, and the beneficial owners of ADRs sets out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs.
C. Material Contracts
Our material contracts are directly related to our operating activities, such as contracts relating to aircraft leasing and fuel supply as well as contracts relating to our concession to operate as a commercial airline. We do not have material contracts that are not related to our operating activities.
Aircraft General Terms Agreement between The Boeing Company and VRG Linhas Aéreas S.A.
In 2004, we entered into an agreement, as amended, with The Boeing Company for the purchase of aircraft, installation of buyer furnished equipment provided by us, customer support services and product assurance. In addition to the aircraft supplied, The Boeing Company will provide maintenance training and flight training programs, as well as operations engineering support.
Commercial Sale Promise Agreement between Petrobras Distribuidora S.A. and VRG Linhas Aéreas S.A.
In 2001, we entered into a commercial sale promise agreement for the purchase of fuel from Petrobras, which was renewed July 7, 2006. We agreed to purchase fuel exclusively from Petrobras in all of the airports where Petrobras maintains aircraft fueling facilities. Petrobras, in turn, agreed to provide us with all of our fuel needs in the supplying airports.
Reservation Services and Software License Use Agreement between Navitaire Inc. and VRG Linhas Aéreas S.A
On May 1, 2004, we entered into an agreement, as amended and updated, with Navitaire Inc. for host reservation services and obtained a license to use the Navitaire software to provide reservation services to our customers. Navitaire provides a number of ancillary services in addition to the host reservation services, including data center implementation services, network configuration and design services, system integration services, customer site installation services and initial training services.
D. Exchange Controls
The right to convert dividend or interest payments and proceeds from the sale of shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, that the relevant investments have been registered with the Central Bank and the CVM. Such restrictions on the remittance of foreign capital abroad may hinder or prevent the custodian for our preferred shares represented by our ADSs or the holders of our preferred shares from converting dividends, distributions or the proceeds from any sale of these preferred shares into U.S. dollars and remitting the U.S. dollars abroad. Holders of our ADSs could be adversely affected by delays in, or refusal to grant any, required government approval to convert Brazilian currency payments on the preferred shares underlying our ADS and to remit the proceeds abroad.
Resolution No. 1,927 of the National Monetary Council provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. The ADS program was approved under the Annex V Regulations by the Central Bank and the CVM prior to the issuance of the ADSs. Accordingly, the proceeds from the sale of ADSs by ADR holders outside Brazil are not subject to Brazilian foreign investment controls, and holders of the ADSs are entitled to favorable tax treatment under certain circumstances. See “Taxation—Material Brazilian Tax Considerations.”
E. Taxation
The following discussion addresses the material Brazilian and United States federal income tax consequences of acquiring, holding and disposing of our preferred shares or ADSs.
This discussion is not a comprehensive discussion of all the tax considerations that may be relevant to a decision to purchase our preferred shares or ADSs and is not applicable to all categories of investors, some of which may be subject to special rules, and does not specifically address all of the Brazilian and United States federal income tax considerations applicable to any particular holder. It is based upon the tax laws of Brazil and the United States as in effect on the date of this annual report, which are subject to change, possibly with retroactive effect, and to differing interpretations. Each prospective purchaser is urged to consult its own tax advisor about the particular Brazilian and United States federal income tax consequences to it of an investment in our preferred shares or ADSs. This discussion is also based upon the representations of the depositary and on the assumption that each obligation in the deposit agreement among us, Citibank, N.A., as depositary, and the registered holders and beneficial owners of our ADSs, and any related documents, will be performed in accordance with its terms.
Although there presently is no income tax treaty between Brazil and the United States, the tax authorities of the two countries have had discussions that may culminate in such a treaty. We cannot assure you, however, as to whether or when a treaty will enter into force or how it will affect holders of our preferred shares or ADSs.
Material Brazilian Tax Considerations
The following discussion, in the opinion of Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados addresses the material Brazilian tax consequences of the acquisition, ownership and disposition of our preferred shares or ADSs by a non-Brazilian holder.
This discussion is based on Brazilian law as currently in effect, which are subject to change, possibly with retroactive effect, and to differing interpretations. Any change in such law may change the consequences described below. This discussion does not address all Brazilian tax considerations that may be applicable to any particular non-Brazilian holder and, therefore, each non-Brazilian holder should consult his or her own tax adviser concerning the Brazilian tax consequences of an investment in the preferred shares or ADSs.
Taxation of Dividends. Dividends, including dividends in kind, paid by us to the depository in respect of the preferred shares underlying the ADSs or to a non-Brazilian holder of preferred shares will not be subject to Brazilian withholding income tax, provided that such amounts are related to profits earned after January 1, 1996.
Taxation of Gains. According to Law No. 10,833, enacted on December 29, 2003, capital gains realized on the disposition of assets located in Brazil by a non-Brazilian holder are subject to taxation in Brazil, regardless of whether the sale or the disposition is made by a non-Brazilian holder to another non-Brazilian resident or to a Brazilian resident.
With respect to the disposition of preferred shares, as they are assets located in Brazil, the non-Brazilian holder will be subject to income tax on the gains assessed, following the rules described below, regardless of whether the disposition is conducted in Brazil or with a Brazilian resident.
With respect to the ADSs, arguably the gains realized by a non-Brazilian holder on the disposition of ADSs to another non-Brazilian resident are not taxed in Brazil, based on the argument that ADSs would not constitute assets located in Brazil for purposes of Law No. 10,833/03. However, we cannot assure you how Brazilian courts would interpret the definition of assets located in Brazil in connection with the taxation of gains realized by a Non- Brazilian Holder on the disposition of ADSs to another non-Brazilian resident. As a result, gains on a disposition of ADSs by a non-Brazilian holder to Brazilian resident, or even to non-Brazilian holder in the event that courts determine that ADSs would constitute assets located in Brazil, may be subject to income tax in Brazil according to the rules described ahead. It is important to clarify that, for purposes of Brazilian taxation, the income tax rules on gains related to disposition of preferred shares or ADSs vary depending on the domicile of the non-Brazilian holder, the form by which such non-Brazilian holder has registered its investment with the Central Bank and/or how the disposition is carried out, as described below.
The deposit of preferred shares in exchange for ADSs may be subject to Brazilian tax on capital gains at the rate of 15%, or 25% in the case of investors domiciled in a Low or Nil Tax Jurisdiction, if the acquisition cost of the preferred shares is lower than (a) the average price per preferred share on a Brazilian stock exchange on which the greatest number of such shares were sold on the day of deposit or (b) if no preferred shares were sold on that day, the average price on the Brazilian stock exchange on which the greatest number of preferred shares were sold in the 15 trading sessions immediately preceding such deposit. In such case, the difference between the acquisition cost and the average price of the preferred shares calculated as described above, will be considered to be a capital gain subject to taxation. In some circumstances, there may be arguments to sustain that such taxation is not applicable in the case of a non-Brazilian holder that is a 2,689 Holder (as defined below) and is not resident in a Low or Nil Tax Jurisdiction.
The withdrawal of ADSs in exchange for preferred shares should not be considered as giving rise to a capital gain subject to Brazilian income tax, provided that on the receipt of the underlying preferred shares, the non-Brazilian holder complies with the regulatory rules observed in respect to the registration of the investment before the Central Bank.
Gains assessed on the disposition of the preferred shares carried out on the Brazilian stock exchange (which includes the transactions carried out on the organized over-the-counter market) are:
· exempt from income tax, when assessed by a non-Brazilian holder that (1) has registered its investment in Brazil with the Central Bank under the rules of Resolution No. 2,689/00 (“2,689 Holder”) and (2) is not resident in a Low or Nil Tax Jurisdiction; or
· subject to income tax at a rate of 15% in any other case, including the gains assessed by a non-Brazilian holder that is not a 2,689 Holder and/or is a resident in a Low or Nil Tax Jurisdiction. In these cases, a withholding income tax of 0.005% shall be applicable and can be offset with the eventual income tax due on the capital gain.
Any other gains assessed on the disposition of the preferred shares that are not carried out on the Brazilian stock exchange are subject to income tax at a rate of 15%, except for a resident of a Low or Nil Tax Jurisdiction, or yet where local regulations impose restrictions on disclosure of share ownership and identity of beneficiary holders which, in this case, is subject to income tax at a rate of 25%. If these gains are related to transactions conducted on the Brazilian non-organized over-the-counter market with intermediation, the withholding income tax of 0.005% shall also be applicable and can be offset against the eventual income tax due on the capital gain.
In the case of a redemption of preferred shares or ADSs or a capital reduction by a Brazilian corporation, the positive difference between the amount received by the non-Brazilian holder and the acquisition cost of the preferred shares or ADSs redeemed is treated as capital gain derived from the sale or exchange of shares not carried out on a Brazilian stock exchange market and is therefore subject to income tax at the rate of 15%, or 25%, as the case may be.
As a general rule, the gains realized as a result of a disposition transaction of preferred shares or ADSs are determined by the difference between the amount realized on the sale or exchange of the shares and their acquisition cost.
There can be no assurance that the current preferential treatment for non-Brazilian holder of ADSs and 2,689 Holder of preferred shares will continue or will not be changed in the future.
Any exercise of preemptive rights relating to the preferred shares or ADSs will not be subject to Brazilian income tax. Any gain on the sale or assignment of preemptive rights relating to preferred shares or the ADSs by a non-Brazilian holder will be subject to Brazilian income taxation according to the same rules applicable to the sale or disposition of preferred shares.
Distributions of Interest on Shareholders’ Equity. In accordance with Law No. 9,249, dated December 26, 1995, as amended, Brazilian corporations may make payments to shareholders characterized as distributions of interest on the company’s shareholders’ equity as an alternative to making individual distributions. Such interest is calculated by reference to the TJLP as determined by the Central Bank from time to time and cannot exceed the greater of:
· 50% of net income (after social contribution on profits and before taking such distribution and the provision for corporate income tax into account) for the period in respect of which the payment is made; or
· 50% of the sum of retained profits and profits reserves, as of the date of the beginning of the period in respect of which the payment is made.
Distributions of interest on shareholders’ equity in respect of the preferred shares paid to shareholders who are either Brazilian residents or non-Brazilian holders, including non-Brazilian holders of ADSs, are subject to Brazilian withholding income tax at the rate of 15%, or 25% in case of a resident of a Low or Nil Tax Jurisdiction or where applicable local laws impose restrictions on the disclosure of the shareholding composition or the ownership of investments or the ultimate beneficiary of the income derived from transactions carried out and attributable to a non-Brazilian holder. The distribution of interest on shareholders’ equity may be determined by our board of directors. We cannot assure you that our board of directors will not determine that future distributions of profits may be made by means of interest on shareholders’ equity instead of by means of dividends.
The amounts paid as distribution of interest on shareholders’ equity are deductible for corporation income tax and social contribution on profit, both of which are taxes levied on our profits, as far as the limits and rules described above are observed by us.
Low or Nil Taxation Jurisdictions.
Law No. 9,779, dated as of January 1, 1999 states that, except for limited prescribed circumstances, income derived from transactions by a person resident or domiciled in a Low or Nil Tax Jurisdiction will be subject to withholding income tax at the rate of 25%. A Low or Nil Tax Jurisdiction is generally considered to be a country or other jurisdiction which does not impose any income tax or which imposes such tax at a maximum rate lower than 20%. Under certain circumstances, non-transparency rules are also taken into account for determining whether a country or other jurisdiction is a Low or Nil Tax Jurisdiction. In addition, on June 24, 2008, Law No. 11,727 introduced the concept of “privileged tax regime”, considered as such the tax regime that (i) does not tax income or taxes it at a maximum rate lower than 20%; (ii) grants tax benefits to non-resident entities or individuals (a) without the requirement to carry out a substantial economic activity in the country or dependency or (b) contingent to the non-exercise of a substantial economic activity in the country or dependency; or (iii) does not tax or that taxes the income generated abroad at a maximum rate lower than 20%; or (iv) does not provide access to information related to shareholding composition, ownership of assets and rights or economic transactions carried out. We consider that the best interpretation of Law No. 11,727/08 that the new concept of “privileged tax regime” would be applicable solely for purposes of transfer pricing and thin capitalization rules. However, due to the recent enactment of this Law, we are unable to ascertain whether or not the privileged tax regime concept will be extended to the concept of Low or Nil Taxation Jurisdiction although the Brazilian tax authorities appear to agree with our position, in view of the provisions of the recently introduced Normative Ruling No. 1,037, dated as of June 4, 2010, which presents two different lists (Low or Nil Tax Jurisdictions – taking into account the non-transparency rules – and privileged tax regimes).
Notwithstanding the above, we recommend that you consult your own tax advisors regarding the consequences of the implementation of Law No. 11,727, Normative Ruling No. 1,037 and of any related Brazilian tax law or regulation concerning Low or Nil Tax Jurisdictions or “privileged tax regimes.”
Other Relevant Brazilian Taxes
There are no Brazilian federal inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of preferred shares or ADSs by a non-Brazilian holder. Gift and inheritance taxes, however, may be levied by some states of Brazil on gifts made or inheritances bestowed by the non-Brazilian holder to individuals or entities resident or domiciled within such states in Brazil. There are non-Brazilian stamp, issue, registration or similar taxes or duties payable by a non-Brazilian holder of preferred shares or ADSs.
Tax on foreign exchange transactions
Pursuant to Decree No. 6,306/07, the conversion into foreign currency or the conversion into Brazilian currency of the proceeds received or remitted by a Brazilian entity from a foreign investment in the Brazilian securities market, including those in connection with the investment by a non-Brazilian holder in the preferred shares and ADSs may be subject to the Tax on Foreign Exchange Transactions, or IOF/Exchange. Currently applicable rate for most foreign currency exchange transactions is 0.38%. Effective as of December 1, 2011, currency exchange transactions carried out for the inflow of funds in Brazil for investment made by a foreign investor (including a non-Brazilian holder, as applicable) are subject to IOF/Exchange at (i) 0% rate in case of variable income transactions carried out on the Brazilian stock, futures and commodities exchanges, as well as in the acquisitions of shares of Brazilian publicly-held companies in public offerings or subscription of shares related to capital contributions, provided that the issuer company has registered its shares for trading in the stock exchange (ii) 0% for the outflow of resources from Brazil related to these type of investments, including payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market. Furthermore, the IOF/Exchange is currently levied at a 0% rate on the withdrawal of ADSs into shares. In any case, the Brazilian Government is permitted to increase at any time the rate to a maximum of 25%, but only in relation to future transactions.
Tax on Bonds and Securities Transactions
Pursuant to Decree 6,306/07, the Tax on Bonds and Securities Transactions (“IOF/Bonds”) may be imposed on any transactions involving bonds and securities even if the transactions are performed on a Brazilian stock exchange. The rate of IOF/Bonds applicable to transactions involving preferred or common shares is currently zero. In particular, the IOF/Bonds levies at a rate of 1.5% on the transfer of shares traded on the Brazilian stock exchange with the purpose of the issuance of depositary receipts to be traded outside Brazil. The Brazilian government may increase such rate up to 1.5% per day, but only with respect to future transactions.
Registered Capital
The amount of an investment in preferred shares held by a non-Brazilian holder who qualifies under Resolution No. 2,689 and obtains registration with the CVM, or by the depositary, as the depositary representing such holder, is eligible for registration with the Central Bank. Such registration allows the remittance outside of Brazil of any proceeds of distributions on the shares, and amounts realized with respect to disposition of such shares. The registered capital for preferred shares purchased in the form of ADSs or purchased in Brazil, and deposited with the depositary in exchange for ADSs will be equal to their purchase price (in U.S. dollars) to the purchaser. The registered capital for preferred shares that are withdrawn upon surrender of ADSs, as applicable, will be the U.S. dollar equivalent of the average price of preferred shares, as applicable, on a Brazilian stock exchange on which the greatest number of such preferred shares, as applicable, was sold on the day of withdrawal. If no preferred shares, as applicable, were sold on such day, the registered capital will refer to the average price on the Brazilian stock exchange on which the greatest number of preferred shares, as applicable, were sold in the 15 trading sessions immediately preceding such withdrawal. The U.S. dollar value of the preferred shares, as applicable, is determined on the basis of the average rate quoted by the Central Bank on such date or, if the average price of preferred shares is determined under the last preceding sentence, the average of such average quoted rates on the same 15 dates used to determine the average price of the preferred shares.
A non-Brazilian holder of preferred shares may experience delays in effecting such action, which may delay remittances abroad. Such a delay may adversely affect the amount, in U.S. dollars, received by the non-Brazilian holder.
Material United States Federal Income Tax Consequences
The following discussion describes the material U.S. federal income tax consequences of purchasing, holding and disposing of our preferred shares or ADSs. This discussion applies only to beneficial owners of ADSs or preferred shares that are “U.S. Holders,” as defined below. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing final, temporary and proposed Treasury Regulations, administrative pronouncements by the U.S. Internal Revenue Service, or IRS, and judicial decisions, all as currently in effect and all of which are subject to change (possibly on a retroactive basis) and to different interpretations. This summary does not describe any state, local or non-U.S. tax law considerations, or any aspect of U.S. federal tax law (such as the estate tax, gift tax or the Medicare tax on net investment income) other than income taxation. U.S. Holders should consult their own tax advisors regarding these matters.
This discussion does not purport to address all U.S. federal income tax consequences that may be relevant to a particular U.S. Holder and you are urged to consult your own tax advisor regarding your specific tax situation. The discussion applies only to U.S. Holders who hold preferred shares or ADSs as “capital assets” (generally, property held for investment) under the Code and does not address the tax consequences that may be relevant to U.S. Holders in special tax situations including, for example:
· insurance companies;
· tax-exempt organizations;
· broker-dealers;
· traders in securities that elect to mark to market;
· regulated investment companies;
· real estate investment trusts;
· banks or other financial institutions;
· investors liable for alternative minimum tax;
· partnerships and other passthru entities;
· U.S. Holders whose functional currency is not the U.S. dollar;
· U.S. expatriates;
· U.S. Holders that hold our preferred shares or ADSs as part of a hedge, straddle, conversion or other integrated transaction; or
· U.S. Holders that own, directly, indirectly, or constructively, 10% or more of the total combined voting power, if any, of our voting stock.
Except where specifically described below, this discussion assumes that we are not a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Please see the discussion under —Passive foreign investment company rules” below. Further, this discussion does not address the state, local and foreign tax consequences of holding our preferred shares or ADSs. You should consult your own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of purchasing, owning and disposing of our preferred shares or ADSs in your particular circumstances.
You are a “U.S. Holder” if you are a beneficial owner of preferred shares or ADSs and , for U.S. federal income tax purposes, you are:
· an individual who is a citizen or resident of the United States;
· a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
· an estate the income of which is subject to U.S. federal income tax regardless of its source; or
· a trust if a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust (or otherwise if the trust has a valid election in effect under current Treasury regulations to be treated as a U.S. person).
If a partnership (or any other entity taxable as a partnership for U.S. federal income tax purposes) holds preferred shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partnership that holds our preferred shares or ADSs and partners in such partnerships should consult their own tax advisors regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of our preferred shares or ADSs.
For U.S. federal income tax purposes, a U.S. Holder of an ADS will generally be treated as the beneficial owner of the preferred shares represented by the ADS. However, see the discussion below under –”Distribution on preferred shares or ADSs” regarding certain statements made by the U.S. Treasury concerning depository arrangements.
Distributions on preferred shares or ADSs
Cash distributions (including amounts withheld to pay Brazilian withholding taxes and distributions of notional interest payments on shareholders’ equity, but excluding distributions in redemption of the preferred shares treated as exchanges or sales under the Code) made by us to or for the account of a U.S. Holder with respect to preferred shares or ADSs generally will be taxable to such U.S. Holder as ordinary dividend income when such distribution is paid, actually or constructively, out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of our current or accumulated earnings and profits will be treated first as a non-taxable return of capital reducing such U.S. Holder’s adjusted tax basis in the preferred shares or ADSs. Any distribution in excess of such U.S. Holder’s adjusted tax basis will be treated as capital gain and will be long-term capital gain if the U.S. Holder held the preferred shares or ADSs for more than one year. As used below, the term “dividend” means a distribution that constitutes a dividend for U.S. federal income tax purposes.
A U.S. Holder will be entitled, subject to a number of complex limitations and conditions (including a minimum holding period requirement), to claim a U.S. foreign tax credit in respect of any Brazilian withholding taxes imposed on dividends received on preferred shares or ADSs. U.S. Holders who do not elect to claim a foreign tax credit with regard to any foreign income taxes paid or accrued during the taxable year may instead claim a deduction in respect of such withholding taxes. Dividends received with respect to the preferred shares or ADSs will be treated as foreign source income, which may be relevant in calculating such U.S. Holder’s U.S. foreign tax credit limitation. For purposes of the U.S. foreign tax credit limitation, foreign source income is separated into different “baskets,” and the credit for foreign taxes on income in any basket is limited to the U.S. federal income tax allocable to such income. Dividends paid with respect to our preferred shares or ADSs should generally constitute “passive category income” for most U.S. Holders. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit in their particular circumstances. The U.S. Treasury has expressed concern that intermediaries in connection with depository arrangements may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. persons who are holding depositary shares. Accordingly, investors should be aware that the discussion above regarding the ability to credit Brazilian withholding tax on dividends and the availability of the reduced tax rate for dividends received by certain non-corporate holders described below could be affected by actions taken by parties to whom the ADSs are released and the IRS.
Dividends paid by us generally will not be eligible for the dividends received deduction available under the Code to certain U.S. corporate shareholders. Subject to the above-mentioned concerns by the U.S. Treasury and certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by certain U.S. Holders (including individuals) prior to January 1, 2013 with respect to the ADSs will be subject to taxation at a maximum rate of 15% if the dividends represent “qualified dividend income.” Dividends paid on the ADSs will be treated as qualified dividend income if (i) the ADSs are readily tradable on an established securities market in the United States, (ii) the U.S. Holder meets the holding period requirement for the ADSs (generally more than 60 days during the 121-day period that begins 60 days before the ex-dividend date), and (iii) we were not in the year prior to the year in which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. Our ADSs are listed on the New York Stock Exchange, and therefore the ADSs will qualify as readily tradable on an established securities market in the United States so long as they are so listed. However, no assurances can be given that the ADSs will be or will remain readily tradable. Subject to the discussion of PFIC rules below, based upon the nature of our current and projected income, assets and activities, we do not believe the preferred shares or the ADSs have been (for our 2011 taxable year), nor do we expect them to be (for our 2012 taxable year), shares of a PFIC for U.S. federal income tax purposes.
Based on existing guidance, it is not entirely clear whether dividends received with respect to the preferred shares (to the extent not represented by ADSs) will be treated as qualified dividends, because the preferred shares are not themselves listed on a U.S. exchange. In addition, the U.S. Treasury Department has announced its intention to promulgate rules pursuant to which holders of ADSs or preferred stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, we are not certain that we will be able to comply with them. U.S. Holders of ADSs and preferred shares should consult their own tax advisors regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.
The amount of any cash distribution paid in Brazilian currency will equal the U.S. dollar value of the distribution, calculated by reference to the exchange rate in effect at the time the distribution is received by the depositary (in the case of ADSs) or by the U.S. Holder (in the case of preferred shares held directly by such U.S. Holder), regardless of whether the payment is in fact converted to U.S. dollars at that time. A U.S. Holder should not recognize any foreign currency gain or loss in respect of such distribution if such Brazilian currency is converted into U.S. dollars on the date received. If the Brazilian currency is not converted into U.S. dollars on the date of receipt, however, gain or loss may be recognized upon a subsequent sale or other disposition of the Brazilian currency. Such foreign currency gain or loss, if any, will be U.S.-source ordinary income or loss.
Because our preferred shares will not be treated as “preferred stock” for purposes of Section 305 of the Code, distributions to U.S. Holders of additional shares of our “non-preferred stock” or preemptive rights relating to such “non-preferred stock” with respect to their preferred shares or ADSs that are made as part of a pro rata distribution to all shareholders in most instances will not be subject to U.S. federal income tax. However, if the holders of ADSs are restricted in their ability to participate in the exercise of preemptive rights, the preemptive rights may give rise to a deemed distribution to holders of the preferred shares under Section 305 of the Code. Any deemed distribution will be taxable as a dividend to the extent of our earnings and profits as discussed above.
Sale or exchange or other taxable disposition of preferred shares or ADSs
Deposits and withdrawals of preferred shares by U.S. Holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
A U.S. Holder generally will recognize capital gain or loss upon the sale, exchange or other taxable disposition of preferred shares or ADSs measured by the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the preferred shares or ADSs. Any gain or loss will be long-term capital gain or loss if the preferred shares or ADSs have been held for more than one year. Long-term capital gains of certain U.S. Holders (including individuals) are eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to certain limitations under the Code.
If a Brazilian tax is withheld on the sale, exchange or other taxable disposition of a preferred share or ADS, the amount realized by a U.S. Holder will include the gross amount of the proceeds of that sale, exchange or other taxable disposition before deduction of the Brazilian tax. Capital gain or loss, if any, realized by a U.S. Holder on the sale, exchange or other taxable disposition of a preferred share or ADS generally will be treated as U.S.-source income or loss for U.S. foreign tax credit purposes. Consequently, in the case of a sale, exchange or other taxable disposition of a preferred share or ADS that is subject to Brazilian tax imposed on the gain (or, in the case of a deposit, in exchange for an ADS or preferred share, as the case may be, that is not registered pursuant to Resolution No. 2,689, on which a Brazilian capital gains tax is imposed (see above under “— Material Brazilian Tax Considerations — Taxation of Gains”), the U.S. Holder may not be able to benefit from the foreign tax credit for that Brazilian tax unless the U.S. Holder can apply the credit against U.S. federal income tax payable on other income from foreign sources in the appropriate income category. Alternatively, the U.S. Holder may take a deduction for the Brazilian tax if it does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued during the taxable year.
Passive foreign investment company rules
In general, a foreign corporation is a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder holds stock in the foreign corporation, at least 75% of its gross income is passive income or at least 50% of the value of its assets (determined on the basis of a quarterly average) produce passive income or are held for the production of passive income. In determining whether a foreign corporation is a PFIC, a pro rata portion of the income and assets of each corporation in which it owns, directly or indirectly, at least 25% interest (by value) is taken into account. For this purpose, passive income generally includes, among other things, dividends, interest, rents, royalties and gains from the disposition of investment assets (subject to various exceptions). Based upon the nature of our current and projected income, assets and activities, we do not believe the preferred shares or ADSs are, nor do we expect them to be, shares of a PFIC for U.S. federal income tax purposes. However, the determination of whether the preferred shares or ADSs constitute shares of a PFIC is a factual determination made annually and thus may be subject to change. Because these determinations are based on the nature of our income and assets from time to time, and involve the application of complex tax rules, no assurances can be provided that we will not be considered a PFIC for the current or any past or future tax year.
If, contrary to the discussion above, we are treated as a PFIC, a U.S. Holder would be subject to special rules (and may be subject to increased U.S. federal income tax liability and form filing requirements) with respect to (a) any gain realized on the sale, exchange or other disposition of preferred shares or ADSs and (b) any “excess distribution” made by us to the U.S. Holder (generally, any distribution during a taxable year in which distributions to the U.S. Holder on the preferred shares or ADSs exceed 125% of the average annual distributions the U.S. Holder received on the preferred shares or ADSs during the preceding three taxable years or, if shorter, the U.S. Holder’s holding period for the preferred shares or ADSs). Under those rules, (a) the gain or excess distribution would be allocated ratably over the U.S. Holder’s holding period for the preferred shares or ADSs, (b) the amount allocated to the taxable year in which the gain or excess distribution is realized and to taxable years before the first day on which we became a PFIC would be taxable as ordinary income, (c) the amount allocated to each prior year in which we were a PFIC would be subject to U.S. federal income tax at the highest tax rate in effect for that year and (d) the interest charge generally applicable to underpayments of U.S. federal income tax would be imposed in respect of the tax attributable to each prior year in which we were a PFIC. A U.S. Holder who owns preferred shares or ADSs during any taxable year that we are a PFIC generally must file IRS Form 8621. U.S. Holders should also be aware that recently enacted legislation may broaden the current IRS Form 8621 filing requirements or impose an additional annual filing requirement for U.S. persons owning shares of a PFIC. The legislation does not describe what information would be required to be included in either situation, but grants the Secretary of the U.S. Treasury power to make this determination. U.S. Holders should consult their own tax advisors regarding the application of the PFIC rules to our preferred shares or ADSs and the application of the recently enacted legislation to their particular situation.
In general, if we are treated as a PFIC, the rules described above can be avoided by a U.S. Holder that elects to be subject to a mark-to-market regime for stock in a PFIC. A U.S. Holder may elect mark-to-market treatment for its preferred shares or ADSs, provided the preferred shares or ADSs, for purposes of the PFIC rules, constitute “marketable stock” as defined in U.S. Treasury regulations. The ADSs will be “marketable stock” for this purpose if they are regularly traded on the New York Stock Exchange, other than in de minimis quantities on at least 15 days during each calendar quarter. A U.S. Holder electing the mark-to-market regime generally would compute gain or loss at the end of each taxable year as if the preferred shares or ADSs had been sold at fair market value. Any gain recognized by the U.S. Holder under mark-to-market treatment, or on an actual sale, would be treated as ordinary income, and the U.S. Holder would be allowed an ordinary deduction for any decrease in the value of preferred shares or ADSs as of the end of any taxable year, and for any loss recognized on an actual sale, but only to the extent, in each case, of previously included mark-to-market income not offset by previously deducted decreases in value. Any loss on an actual sale of preferred shares or ADSs would be a capital loss to the extent in excess of previously included mark-to-market income not offset by previously deducted decreases in value. A U.S. Holder’s adjusted tax basis in preferred shares or ADSs would increase or decrease by gain or loss taken into account under the mark-to-market regime. A mark-to-market election is generally irrevocable. If we are determined to be a PFIC, a U.S. Holder may be treated as indirectly holding any subsidiary of ours that is itself a PFIC (a lower-tier PFIC) and may be subject to the PFIC rules on indirect distributions or sales of the lower-tier PFIC, even if the U.S. Holder does not receive of the proceeds of such distribution or sales. In addition, a mark-to-market election with respect to preferred shares or ADSs would not apply to any lower-tier PFIC, and a U.S. Holder would not be able to make such a mark-to-market election in respect of its indirect ownership interest in that lower-tier PFIC. Consequently, the PFIC rules could apply with respect to income of a lower-tier PFIC, the value of which would already have been taken into account indirectly via mark-to-market adjustments in respect of preferred shares or ADSs.
If we are deemed to be a PFIC for a taxable year, dividends on our ADSs would not be “qualified dividend income” subject to preferential rates of Unites States federal income tax, as described above. See “— Distributions on preferred shares or ADSs.”
Backup withholding and information reporting
In general, dividends on preferred shares or ADSs, and payments of the proceeds of a sale, exchange or other disposition of preferred shares or ADSs, paid within the United States or through certain U.S.-related financial intermediaries to a U.S. Holder are subject to information reporting and may be subject to backup withholding of U.S. federal income tax at a current maximum rate of 28% unless the U.S. Holder (i) is a corporation or other exempt recipient or (ii) provides an accurate taxpayer identification number and certifies that it is a U.S. person and that no loss of exemption from backup withholding has occurred.
The amount of any backup withholding tax from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your U.S. federal income tax liability by timely filing a refund claim with the IRS.
In addition, U.S. Holders should be aware that recently enacted legislation imposes new reporting requirements with respect to the holding of foreign financial assets, including stock of foreign issuers, if the aggregate value of all of such assets exceeds $50,000. U.S. Holders should consult their own tax advisors regarding the application of the information reporting rules to our common shares and the application of the recently enacted legislation to their particular situation.
Other Brazilian taxes
You should note that any Brazilian IOF/Exchange Tax or IOF/Bonds tax may not be treated as a creditable foreign tax for U.S. federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code. You should consult your tax advisors regarding the U.S. federal income tax consequences of these taxes.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the U.S. Securities Exchange Act of 1934, which is also known as the Exchange Act. Accordingly, we are required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information to be filed with the Commission at the public reference facilities maintained by the Commission at 100 F Street, N.W., Washington D.C. 20549 and at the Commission’s regional offices at 500 West Madison Street, Suite 1400, Chicago Illinois 60661, and 233 Broadway, New York, New York 10279. Copies of the materials may be obtained from the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. In addition, the Commission maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we furnish our shareholders with annual reports containing financial statements audited by our independent auditors and make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each fiscal year. We file quarterly financial statements with the Commission within two months of the end of the first three quarters of our fiscal year, and we file annual reports on Form 20-F within the time period required by the Commission, which is currently four months from December 31, the end of our fiscal year.
We will send the depositary a copy of all notices that we give relating to meetings of our shareholders or to distributions to shareholders or the offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The depositary will make all these notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The depositary will mail copies of those notices, reports and communications to you if we ask the depositary to do so and furnish sufficient copies of materials for that purpose.
We also file financial statements and other periodic reports with the CVM located at Rua Sete de Setembro, 111, Rio de Janeiro, Rio de Janeiro 20159-900, Brazil.
I. Subsidiary Information
Not applicable.
ITEM 11. Quantitative and Qualitative Disclosures about Market Risk
The risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes to the price of fuel, the real/U.S. dollar exchange rate and interest rates. The Company purchases jet fuel at prevailing market prices, but seeks to manage market risk through execution of a documented hedging program. The Company incurs a portion of its costs and operating expenses in U.S. dollars. The Company has interest rate risk in its floating rate leases and debt obligations. We have a fleet of 150 aircraft, 99 of which were under operating leases, 45 were under finance leases and 6 were owned by us. However, fixed rate leases are not considered market sensitive financial instruments and, therefore, are not included in the interest rate sensitivity analysis below.
Aircraft Fuel
Our results of operations are affected by changes in the price of aircraft fuel required to operate our aircraft fleet. To manage the price risk, we utilize crude oil and heating oil derivative contracts. All of our derivative instruments must be liquid so as to allow us to make position adjustments and have prices that are widely disclosed. All existing contracts settle on a monthly basis and we do not purchase or hold derivative instruments for trading purposes. At December 31, 2011, we had oil derivative contracts outstanding to hedge 34% of our expected fuel consumption in 2012 and the fair value of such contracts was R$9.2 million. If the aircraft fuel price had increased by 10% in relation to the average 2011, the fuel expense would have increased R$ 295 million.. If the price had decreased by 10%, the expense would have decreased R$ 295 million. We acquire substantially all of our fuel from one supplier.
Foreign Currencies
A significant part of our costs and operating expenses, such as aircraft and engine maintenance services, aircraft lease payments and aircraft insurance, are denominated in U.S. dollars. To manage exchange rate risk, we enter into derivative contracts to protect against a possible depreciation of the real in relation to the U.S. dollar. At December 31, 2011, we didn’t have outstanding currency derivative contracts. As a measure of our market risk with respect to our foreign currency exposure, a hypothetical 10% depreciation of the real against the U.S. dollar would have resulted in an increase in expenses of aircraft and engine maintenance, aircraft operating lease payments and aircraft insurance of R$403 million in 2011. A hypothetical 10% appreciation of the real against the U.S. dollar would have resulted in a decrease of R$403 million in such expenses.
Interest Rates
Our earnings are affected by changes in interest rates due to the impact those changes have on interest expense from variable-rate leasing contracts. At December 31, 2011, leases for 7 aircraft had floating-rate rent payments. A hypothetical 10% increase in international market interest rates in 2011 would have resulted in an increase in our aircraft financial leasing expenses of approximately R$0.1 million. A hypothetical 10% decrease in market interest rates in 2011 would have resulted in a decrease in our aircraft financial leasing expenses of approximately R$0.1 million. These amounts are determined considering the effects of the hypothetical international interest rates on our variable-rate leasing contracts at December 31, 2011.
ITEM 12. Description of Securities other than Equity Securities
A. American Depositary Shares
In the United States, our preferred shares trade in the form of ADS. Since December 2005 each ADS represents one preferred share, issued by Citibank, N.A., as Depositary pursuant to a Deposit Agreement. On December 13, 2005, we executed a 2:1 ADS split, changing to ratio of one ADS representing two preferred shares to one ADS representing one preferred share, as approved by a meeting of the Board of Directors of the Company on November 8, 2005. The ADSs commenced trading on the NYSE on June 24, 2004.
We do not treat ADR holders as our shareholders and ADR holders have no shareholder rights. Brazilian law governs shareholder rights. The depositary is the holder of the preferred shares underlying the ADSs. Holders of ADRs have ADR holder rights.
Fees and Expenses
The following table summarizes the fees and expenses payable by holders of ADRs:
|
Persons depositing preferred shares or ADR holders must pay: |
|
For: |
|
US$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
Issuance of ADSs, including issuances resulting from a distribution of preferred shares or rights or other property | |
|
|
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
|
US$0.02 (or less) per ADS (to the extent not prohibited by the rules of any stock exchange on which the ADSs are listed for trading) |
Any cash distribution to you | |
|
A fee equivalent to the fee that would be payable if securities distributed to you had been preferred shares and the shares had been deposited for issuance of ADSs |
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR holders | |
|
US$0.02 (or less) per ADS per calendar year (to the extent the depositary has not collected a cash distribution fee of $0.02 per ADS during the year) |
Depositary services | |
|
Registration or transfer fees |
Transfer and registration of preferred shares on our preferred share register to or from the name of the depositary or its agent when you deposit or withdraw preferred shares. | |
|
Expenses of the depositary in converting foreign currency to U.S. dollars |
| |
|
Expenses of the depositary |
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) | |
|
Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or preferred share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes |
As necessary | |
|
Any charges incurred by the depositary or its agents for servicing the deposited securities |
No charges of this type are currently made in the Brazilian market |
Payment of Taxes
The depositary may deduct the amount of any taxes owed from any payments to you. It may also sell deposited securities, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not sufficient to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.
Reimbursement of Fees
Citibank, N.A., as depositary, has agreed to reimburse us for expenses we incur that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for our continuing annual stock exchange listing fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of United States federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse us annually for certain investor relationship programs or special investor relations promotional activities. In certain instances, the depositary has agreed to provide additional payments to us based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depositary collects from investors.
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
Reimbursement of Fees Incurred in 2011
From January 1, 2011 until the date of this annual report, the Company did not receive any funds from the depositary for standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.
PART II
ITEM 13. Defaults, Dividend Arrearages and Delinquencies
None.
ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
ITEM 15. Controls and Procedures
Disclosure Controls and Procedures. The Registrant maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on an evaluation of the Registrant’s disclosure controls and procedures as of the end of the period covered by this report conducted by the Registrant’s management, with the participation of the chief executive and chief financial officers, after evaluating together with other members of management the effectiveness of our disclosure controls and procedures (as defined in the U.S. Securities Exchange Act of 1934 under Rule 13a-15(e)) have concluded that our disclosure controls and procedures are effective to ensure that the Registrant is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.
Management’s Report on Internal Control over Financial Reporting. Management of the Registrant is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Registrant’s internal control over financial reporting is designed to provide reasonable assurance to the Registrant’s management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management assessed the effectiveness of the Registrant’s internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment, management believes that, as of December 31, 2011, the Company’s internal control over financial reporting is effective based on those criteria.
Attestation Report of the Independent Registered Public Accounting Firm. The effectiveness of internal controls over financial reporting as of December 31, 2011 has been audited by Deloitte Touche Tohmatsu Auditores Independentes, or Deloitte, the independent registered public accounting firm who also audited the Company’s consolidated financial statements for the year then ended. Deloitte’s report on the Company’s internal controls over financial reporting is included herein.
Changes in internal control over financial reporting. Except as disclosed in the following paragraph, there was no change in our internal control over financial reporting that occurred in the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The material weakness identified by our management and included in the Management Report on Internal Control over Financial Reporting for the year ended December 31, 2010 concerning revenue recognition of ticket sales under interline agreements was remediated in April 2011 and no longer is a material weakness.
ITEM 16. [Reserved]
ITEM 16A. Audit Committee Financial Expert
Our board of directors has determined that Luiz Kaufmann, a member of our audit committee, is an “audit committee financial expert” as defined by current SEC rules and meets the independence requirements of the SEC and the NYSE listing standards. For a discussion of the role of our audit committee, see “Item 6C. Board Practices—Audit Committee.”
ITEM 16B. Code of Ethics
Our board of directors has adopted a Code of Ethics applicable to our directors, officers and employees, including our principal executive officer and principal financial officer. The Code of Ethics can be found at www.voegol.com.br under the heading “Investor Relations.” Information found at this website is not incorporated by reference into this document.
ITEM 16C. Principal Accountant Fees and Services
The following table sets forth by category of service the total fees for services performed by our principal accountants during the fiscal years ended December 31, 2011 and 2010. Deloitte has been our principal accountant during the fiscal years ended December 31, 2011 and 2010.
|
|
2010 |
2011 |
|
|
(in reais) | |
|
Audit Fees |
2,716,313 |
3,429,104 |
|
Audit-Related Fees |
603,540 |
1,094,516 |
|
Tax Fees |
- |
- |
|
All Other Fees |
- |
- |
|
Total |
3,319,853 |
4,523,620 |
Audit Fees
Audit fees include the audit of our consolidated annual financial statements and internal controls, the audit of our IFRS financial statements, review of our quarterly reports and required statutory audits and regulatory filings such as the Formulário de Referência.
Audit-Related Fees
Audit-related fees include fees for the preparation and issuance of comfort letters in connection with our senior notes offering, due diligence and attest service related to sustainability.
In 2010 and 2011, audit-related fees for services performed by our principal accountant amounted to R$603,540 and R$1,094,516 respectively.
Tax Fees
There were no tax advisory services provided by our principal accountant in 2010 and 2011.
All Other Fees
There were no other fees.
Pre-Approval Policies and Procedures
Our audit committee approves all audit, audit-related services, tax services and other services provided by Deloitte. Any services provided by our principal accountant that are not specifically included within the scope of the audit must be pre-approved by the audit committee in advance of any engagement. Pursuant to Rule 2-01 of Regulation S-X, audit committees are permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimis exception prior to the completion of an audit engagement. In 2011 and 2010, none of the fees paid to Deloitte were approved pursuant to the de minimis exception.
ITEM 16D. Exemptions from the Listing Standards for Audit Committees
None.
ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None
ITEM 16F. Change in Registrant’s Certifying Accountant
None
ITEM 16G. Corporate Governance
Significant Differences between our Corporate Governance Practices and NYSE Corporate Governance Standards
We are subject to the NYSE corporate governance listing standards. As a foreign private issuer, the standards applicable to us are considerably different than the standards applied to U.S. listed companies. Under the NYSE rules, we are required only to: (a) have an audit committee or audit board, pursuant to an applicable exemption available to foreign private issuers, that meets certain requirements, as discussed below, (b) provide prompt certification by our chief executive officer of any material non-compliance with any corporate governance rules, and (c) provide a brief description of the significant differences between our corporate governance practices and the NYSE corporate governance practice required to be followed by U.S. listed companies. The discussion of the significant differences between our corporate governance practices and those required of U.S. listed companies follows below.
Majority of Independent Directors
The NYSE rules require that a majority of the board must consist of independent directors. Independence is defined by various criteria, including the absence of a material relationship between the director and the listed company. Brazilian law does not have a similar requirement. Under Brazilian law, neither our board of directors nor our management is required to test the independence of directors before their election to the board. However, both the Brazilian Corporation law and the CVM have established rules that require directors to meet certain qualification requirements and that address the compensation and duties and responsibilities of, as well as the restrictions applicable to, a company’s executive officers and directors. While our directors meet the qualification requirements of the Brazilian Corporation law and the CVM, we do not believe that a majority of our directors would be considered independent under the NYSE test for director independence. The Brazilian Corporation law requires that our directors be elected by our shareholders at a general shareholders’ meeting. All of our directors are elected by our controlling shareholder and five of our directors represent our controlling shareholder.
Executive Sessions
NYSE rules require that the non-management directors must meet at regularly scheduled executive sessions without management present. The Brazilian Corporation law does not have a similar provision. According to the Brazilian Corporation law, up to one-third of the members of the board of directors can be elected from management. Constantino de Oliveira Jr., our president and chief executive officer, is a member of our board of directors. There is no requirement that non-management directors meet regularly without management. As a result, the non-management directors on our board do not typically meet in executive session.
Fiscal Committee
Under the Brazilian corporation law, the Conselho Fiscal, or fiscal committee, is a corporate body independent of management and external auditors. The fiscal committee may be either permanent or non-permanent, in which case it is appointed by the shareholders to act during a specific fiscal year. A fiscal committee is not equivalent to, or comparable with, a U.S. audit committee. The primary responsibility of the fiscal committee is to review management’s activities and a company’s financial statements, and to report its findings to a company’s shareholders. The Brazilian corporation law requires fiscal committee members to receive as remuneration at least 10% of the average annual amount paid to a company’s executive officers. The Brazilian corporation law requires a fiscal committee to be composed of a minimum of three and a maximum of five members and their respective alternates.
Under the Brazilian corporation law, the fiscal committee may not contain members that (i) are on our board of directors, (ii) are on the board of executive officers, (iii) are employed by us or a controlled company, or (iv) are spouses or relatives of any member of our management, up to the third degree. Our by-laws provide for a non-permanent fiscal committee to be elected only by our shareholders’ request at a general shareholders’ meeting. The fiscal committee, when elected, will be comprised of a minimum of three and a maximum of five members and an equal number of alternate members. In 2011, our shareholders did not request the election of a fiscal committee.
Audit Committee
NYSE rules require that listed companies have an audit committee that (i) is composed of a minimum of three independent directors who are all financially literate, (ii) meets the SEC rules regarding audit committees for listed companies, (iii) has at least one member who has accounting or financial management expertise and (iv) is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. However, as a foreign private issuer, we need only to comply with the requirement that the audit committee meet the SEC rules regarding audit committees for listed companies to the extent compatible with Brazilian corporation law. Our audit committee, which is not equivalent to, or comparable with, a U.S. audit committee, provides assistance to our board of directors on matters involving accounting, internal controls, financial reporting and compliance. The audit committee recommends the appointment of our independent auditors to our board of directors and reviews the compensation of our independent auditors and helps coordinate their activities. It also evaluates the effectiveness of our internal financial and legal compliance controls. The audit committee comprises three members elected by the board of directors for a one-year term with the right to re-election, all three of which are independent. The current members of our audit committee are Álvaro de Souza, Antônio Kandir and Luiz Kaufmann. All members meet the independent membership requirements of the SEC and NYSE as well as other NYSE requirements. Luiz Kaufmann is the committee’s “financial expert” within the scope of the SEC rules covering the disclosure of financial experts on audit committees in periodic filings pursuant to the U.S. Securities Exchange Act of 1934.
Nomination/Corporate Governance and Compensation Committees
NYSE rules require that listed companies have a nominating/corporate governance committee and a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. Required responsibilities for the nominating/corporate governance committee include, among other things, identifying and selecting qualified board member nominees and developing a set of corporate governance principles applicable to the company. Required responsibilities for the compensation committee include, among other things, reviewing corporate goals relevant to the chief executive officer’s compensation, evaluating the chief executive officer’s performance, approving the chief executive officer’s compensation levels and recommending to the board non-chief executive officer compensation, incentive-compensation and equity-based plans.
We are not required under applicable Brazilian law to have a nomination/corporate governance committee or compensation committee. Under the Brazilian Corporation law, the total amount available for compensation of our directors and executive officers and for profit-sharing payments to our executive officers is established by our shareholders at the annual general meeting. The board of directors is then responsible for determining the individual compensation and profit-sharing of each executive officer, as well as the compensation of our board and committee members. In making such determinations, the board reviews the performance of the executive officers, including the performance of our chief executive officer, who typically excuses himself from discussions regarding his performance and compensation.
Our human resources and corporate governance committee is responsible for the coordination, implementation and periodic review of best corporate governance practices and for monitoring and keeping our board of directors informed of legislation and market recommendations addressing corporate governance. It also reviews and recommends to our board of directors human resources policies, forms of compensation, including salary, bonus and stock options, to be paid to our employees, as well as analyzing management’s career and succession plans. The committee consists of up to five members elected by our board of directors for a one-year term, with the right to re-election, comprising the chairman of the board of directors, one member of the board of directors, two outside specialists and the management and human resources officer. The human resources and corporate governance committee currently consists of Henrique Constantino, a member of our board of directors, Betânia Tanure de Barros, Álvaro de Souza, Paulo César Aragão and Ricardo Khauaja.
Shareholder Approval of Equity Compensation Plans
NYSE rules require that shareholders be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exceptions. Under the Brazilian Corporation law, shareholders must approve all stock option plans. In addition, any issuance of new shares that exceeds our authorized share capital is subject to shareholder approval.
Corporate Governance Guidelines
NYSE rules require that listed companies adopt and disclose corporate governance guidelines. We have not adopted any formal corporate governance guidelines beyond those required by applicable Brazilian law. We have adopted and observe a disclosure policy, which requires the public disclosure of all relevant information pursuant to guidelines set forth by the CVM, as well as an insider trading policy, which, among other things, establishes black-out periods and requires insiders to inform management of all transactions involving our securities.
Code of Business Conduct and Ethics
NYSE rules require that listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Applicable Brazilian law does not have a similar requirement. We have adopted a Code of Ethics and Conduct applicable to our officers, directors and employees worldwide, including at the subsidiary level. We believe this code addresses the matters required to be addressed pursuant to the NYSE rules. For a further discussion of our Code of Ethics and Conduct, see “Item 16B. Code of Ethics.”
Internal Audit Function
NYSE rules require that listed companies maintain an internal audit function to provide management and the audit committee with ongoing assessments of the company’s risk management processes and system of internal control. Our internal audit and compliance department was created in 2004 under the supervision of our chief financial officer and our audit committee and is responsible for our compliance with the requirements of Section 404 of the U.S. Sarbanes Oxley Act of 2002 regarding internal control over financial reporting. The internal audit and compliance department reports to our chief executive officer and the audit committee.
PART III
ITEM 17. Financial Statements
See “Item 18. Financial Statements.”
ITEM 18. Financial Statements
See our consolidated financial statements beginning on Page F-1.
ITEM 19. Exhibits
|
1.1 |
* |
By-laws of the Registrant (English translation). |
|
2.1 |
|
Form of Amended and Restated Deposit Agreement among the Registrant, Citibank, N.A., as depositary, and the Holders from time to time of American Depositary Shares issued thereunder, including the form of American Depositary Receipts, incorporated herein by reference from our Registration Statement on Form F-6, filed August 2, 2011 |
|
8.1 |
* |
List of Subsidiaries. |
|
10.1 |
|
Agreement, dated as of April 12, 2007, between the Registrant and Petrobras Distribuidora S.A., including Amendments 1 and 2 thereto, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
|
10.2 |
* |
Amendment 3 to Agreement, dated as of December 8, 2011, between the Registrant and Petrobras Distribuidora S.A. Certain portions of this exhibit have been omitted from the public filing and were separately filed with the Commission with a request for confidential treatment. |
|
10.3 |
|
Navitaire Hosted Services Agreement, dated May 1, 2004, between Navitaire Inc. and Gol Transportes Aéreos S.A., including amendments 1 through 7 thereto, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2006, as filed on February 28, 2007. |
|
10.4 |
|
Amendment No. 8 to Navitaire Hosted Services Agreement dated as of June 11, 2007, between Navitaire Inc. and Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2007, as filed on April 22, 2008. |
|
10.5 |
|
Amendment No. 9 to Navitaire Hosted Services Agreement dated as of August 20, 2007, between Navitaire Inc. and Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2007, as filed on April 22, 2008. |
|
10.6 |
|
Amendment No. 10 to Navitaire Hosted Services Agreement dated as of August 27, 2007, between Navitaire Inc. and Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2007, as filed on April 22, 2008. |
|
10.7 |
|
Amendment No. 11 to Navitaire Hosted Services Agreement dated as of April 24, 2008, between Navitaire Inc. and Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2008, as filed on May 8, 2009. |
|
10.8 |
|
Amendment No. 12 to Navitaire Hosted Services Agreement dated as of April 24, 2008, between Navitaire Inc. and Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2008, as filed on May 8, 2009. |
|
10.9 |
|
Amendment No. 13 to Navitaire Hosted Services Agreement dated as of May 5, 2008, between Navitaire Inc. and Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2008, as filed on May 8, 2009. |
|
10.10 |
|
Amendment No. 14 to Navitaire Hosted Services Agreement dated as of October 1, 2008, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2008, as filed on May 8, 2009. |
|
10.11 |
|
Amendment No. 15 to Navitaire Hosted Services Agreement dated as of October 1, 2008, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2008, as filed on May 8, 2009. |
|
10.12 |
|
Amendment No. 16 to Navitaire Hosted Services Agreement dated as of October 1, 2009, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2009, as filed on March 31, 2010. |
|
10.13 |
|
Amendment No. 17 to Navitaire Hosted Services Agreement dated as of February 1, 2010, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2009, as filed on March 31, 2010. |
|
10.14 |
|
Amendment No. 18 to Navitaire Hosted Services Agreement dated as of March 15, 2010, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
|
10.15 |
|
Amendment No. 19 to Navitaire Hosted Services Agreement dated as of June 25, 2010, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
|
10.16 |
|
Amendment No. 20 to Navitaire Hosted Services Agreement dated as of November 1, 2010, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
|
10.17 |
* |
Amendment No. 21 to Navitaire Hosted Services Agreement dated as of March 1, 2011, between Navitaire Inc. and VRG Linhas Aéreas S.A., as successor of Gol Transportes Aéreos S.A. Certain portions of this exhibit have been omitted from the public filing and were separately filed with the Commission with a request for confidential treatment. |
|
10.18 |
|
Aircraft Purchase Agreement, dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Registration Statement on Form F-1, filed June 1, 2004, as amended on June 17, 2004 and June 23, 2004, File No. 333-116054. |
|
10.19 |
|
Supplemental Aircraft Purchase Agreement No. 1 dated as of July 16, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Registration Statement on Form F-1, filed March 28, 2004, as amended on April 11, 2005 and April 26, 2005, File No. 333-123625. |
|
10.20 |
|
Supplemental Aircraft Purchase Agreement No 2 dated as of January 20, 2005 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Registration Statement on Form F-1, filed March 28, 2004, as amended on April 11, 2005 and April 26, 2005, File No. 333-123625. |
|
10.21 |
|
Supplemental Aircraft Purchase Agreement No. 3 dated as of January 7, 2005 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Registration Statement on Form F-1, filed March 28, 2004, as amended on April 11, 2005 and April 26, 2005, File No. 333-123625. |
|
10.22 |
|
Supplemental Aircraft Purchase Agreement No. 4 dated as of March 24, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Registration Statement on Form F-1, filed March 28, 2004, as amended on April 11, 2005 and April 26, 2005, File No. 333-123625. |
|
10.23 |
|
Supplemental Agreement No. 5 dated July 25, 2005 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2005, as filed on March 20, 2006 and as amended on May 2, 2006. |
|
10.24 |
|
Supplemental Agreement No. 6 dated August 26, 2005 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2005, as filed on March 20, 2006 and as amended on May 2, 2006. |
|
10.25 |
|
Supplemental Agreement No. 7 dated October 18, 2005 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2005, as filed on March 20, 2006 and as amended on May 2, 2006. |
|
10.26 |
|
Supplemental Agreement No. 8 dated February 19, 2006 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2005, as filed on March 20, 2006 and as amended on May 2, 2006. |
|
10.27 |
|
Supplemental Agreement No. 9 dated March 6, 2006 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2005, as filed on March 20, 2006 and as amended on May 2, 2006. |
|
10.28 |
|
Supplemental Agreement No. 10 dated October 19, 2006 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company. Certain portions of this exhibit have been omitted from the public filing and were separately filed with the Commission with a request for confidential treatment. |
|
10.29 |
|
Supplemental Agreement No. 11 dated October 24, 2006 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2006, as filed on February 28, 2007. |
|
10.30 |
|
Supplemental Agreement No. 12 dated February 8, 2007 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2007, as filed on April 22, 2008. |
|
10.31 |
|
Supplemental Agreement No. 13 dated December 17, 2007 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2007, as filed on April 22, 2008. |
|
10.32 |
|
Supplemental Agreement No. 14 dated September 20, 2008 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2008, as filed on May 8, 2009. |
|
10.33 |
|
Supplemental Agreement No. 15 dated April 30, 2008 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2009, as filed on March 31, 2010. |
|
10.34 |
|
Supplemental Agreement No. 16 dated September 24, 2008 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2009, as filed on March 31, 2010. |
|
10.35 |
|
Supplemental Agreement No. 17 dated October 28, 2009 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company, incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2009, as filed on March 31, 2010. |
|
10.36 |
|
Supplemental Agreement No. 18 dated July 8, 2010 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
|
10.37 |
|
Supplemental Agreement No. 19 dated September 17, 2010 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
|
10.38 |
|
Supplemental Agreement No. 20 dated February 11, 2011 to Purchase Agreement dated as of May 17, 2004 between Gol Transportes Aéreos S.A. and The Boeing Company., incorporated herein by reference from our Annual Report on Form 20-F for the year ended December 31, 2010, as filed on April 8, 2011. |
Signature
The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on Form 20-F on its behalf.
GOL LINHAS AÉREAS INTELIGENTES S.A.
By: /s/ CONSTANTINO DE OLIVEIRA JUNIOR
Name: Constantino de Oliveira Junior
Title: President and Chief Executive Officer
GOL LINHAS AÉREAS INTELIGENTES S.A.
By: /s/ LEONARDO PORCIÚNCULA GOMES PEREIRA
Name: Leonardo Porciúncula Gomes Pereira
Title: Executive Vice President, Chief Financial and Investor Relations Officer
Dated: April 11 , 2012
|
|
|
|
|
GOL Linhas Aéreas Inteligentes S.A. |
|
Financial Statements for the Years Ended December 31, 2011and 2010 and Independent Auditor’s Report
|
|
Deloitte Touche Tohmatsu Auditores Independentes |
GOL LINHAS AÉREAS INTELIGENTES S.A.
Consolidated Financial Statements
December 31, 2011 and 2010
(In thousands of Brazilian Reais)
Contents
| Management Report | F-01 |
| Independent Auditor’s Report | F-09 |
| Consolidated financial statements for the years ended December 31, 2011 and 2010 | |
| Consolidated statement of financial position | F-10 |
| Consolidated statements of operations | F-12 |
| Consolidated statements of comprehensive income (loss) | F-13 |
| Consolidated statements of changes in equity | F-14 |
| Consolidated statements of cash flows | F-15 |
| Notes to the financial statements | F-16 |
|
Gol Linhas Aéreas Inteligentes S.A. Consolidated Financial Statements
Deloitte Touche Tohmatsu Auditores Independentes |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Gol Linhas Aéreas Inteligentes S.A.
São Paulo - SP, Brazil
We have audited the accompanying consolidated statement of financial position of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries (the “Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries as of December 31, 2011 and 2010, and the consolidated results of their operations and their consolidated cash flows for each of the two years in the period ended December 31, 2011, in conformity with International Financial Reporting Standards - IFRS as issued by the International Accounting Standards Board - IASB.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB, the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO, and our report, dated April 9, 2012, expressed an unqualified opinion on the Company’s internal control over financial reporting.
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
São Paulo, Brazil
April 9, 2012
|
Gol Linhas Aéreas Internal Control over Financial Reporting
Deloitte Touche Tohmatsu Auditores Independentes |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Gol Linhas Aéreas Inteligentes S.A.
São Paulo, Brazil
We have audited the internal control over financial reporting of Gol Linhas Aéreas Inteligentes S.A. and subsidiaries (the “Company”) as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO. The Company’s Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included: obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s Board of Directors, Management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards - IFRS. A company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards - IFRS, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Deloitte Touche Tohmatsu
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) - PCAOB, the consolidated statement of financial position of the Company as of December 31, 2011, and related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for the year then ended. Our report, dated April 9, 2012, expressed an unqualified opinion on those consolidated financial statements.
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
São Paulo, Brazil
April 9, 2012
GOL LINHAS AÉREAS INTELIGENTES S.A.
Corporate Taxpayer’s ID (CNPJ): 06.164.253/0001-87
CONSOLIDATED FINANCIAL STATEMENTS
MANAGEMENT REPORT
GOL Linhas Aéreas Inteligentes S.A. (GLAI) hereby submits to its shareholders its Management Report and the corresponding Financial Statements, in addition to the independent auditors report for the fiscal years ended December 31, 2011 and 2010, in accordance with International Financial Reporting Standards (IFRS) and accounting practices adopted in Brazil.
Message from Management
2011 was characterized by the strengthening of GOL’s positioning in preparation for the coming years, with specific initiatives to reinforce the following strategic guidelines:
· Focus on the Client
· Development of Ancillary Revenues
· Cost Leadership
· Disciplined Supply Growth
· Strategic Partnerships
Even though operating margins were lower than originally planned, the Company implemented certain key decisions to ensure that its business became increasingly solid, both in regard to clients and to initiatives designed to ensure sustainable results in the medium and long term.
FOCUS ON THE CLIENT
Increase in the remote passenger check-in ratio from 15.0%, in December 2010, to 35% in December 2011, by improving the functionality of GOL’s website and expanding the number of kiosks in the country’s main airports. In Webjet, this ratio reached around 81% in December 2011.
Launch of the GOL NO AR (GOL ON AIR) on-board entertainment platform. This free service, which is already available in around 45 aircraft, allows the Company to offer greater comfort to its passengers during flights by providing smartphone, tablet and notebook access to an exclusive interactive media portal created by GOL through partnerships with national media companies. This added comfort does not entail any additional operating costs in regard to installation, as the system makes use of the aircraft’s existing infrastructure. GOL is the first low-cost airline to offer this type of service in Latin America;
Expansion of the on-board food service, giving passengers an extended range of options. The Company currently offers this service on more than 180 daily flights and expects to reach 400 daily flights by the end of June 2012.
Continuous investments to maintain a young and up-to-date fleet, resulting in lower maintenance costs. GOL was the first airline in Latin America to adopt the new Boeing 737NG internal configuration (Sky Interior), aiming to offer its passengers a more modern and comfortable product.
Improved punctuality ratios. Punctuality is one of GOL’s strengths, as it is for Webjet. In 2011, Webjet was the undoubted highlight, recording a punctuality ratio of 91%, the highest in the national industry.
New destinations. In March 2012, GOL requested authorization from ANAC (the Brazilian Civil Aviation Agency) to operate regular flights between Brazil and the United States with a stop-over in Caracas, Venezuela. The new route is aimed at meeting Brazilian and Venezuelan demand. Fares will be competitive fares and the flights will be handled by B737 NG aircraft, thereby maintaining GOL’s standardized fleet.
F-1
CONTINUOUS DEVELOPMENT OF ANCILLARY REVENUES
GOLLOG, the Company’s cargo transport unit, increased the number of cities served from 2,200 to 3,400, ensuring greater flexibility for customers. At the beginning of 2012, a new cargo terminal was inaugurated at Guarulhos, which will support the growth of the business in the coming years. GOLLOG’ s share of the Company’s total net revenue increased from around 3.5% in 2010 to 4.0% in 2011, underlining the success of the Company’s efforts on this front;
The Smiles Loyalty Program had 8 million members in 2011 and a decision was taken to turn it into an independently-managed business unit which will both support GOL’s growth and ensure greater operational flexibility. The idea is to maximize the number of partners and increase the program’s attractiveness for a greater number of participants in a market in which the middle class already accounts for more than 50% of the population and whose purchasing power has sustained economic growth outside the traditional vectors.
COST LEADERSHIP
The Company is fully aware that it is experiencing a scenario of new fuel cost and exchange rate levels and adjusting the cost base to this new reality will be crucial in ensuring disciplined and sustainable growth in the years ahead. By maintaining its cost advantage, GOL will be able to offer lower fares and expand in a controlled manner to meet future demand in new markets. In 2011, it introduced measures to reduce its 2012 cost base by around R$500mm and alleviate pressure from fuel costs and the recent increases in airport fees. One example of this was the return of five Boeing 767s in 2011. In 2012, the Company will benefit from operational synergies with Webjet, acquired in October 2011, the maintenance agreement with Delta Tech Ops and continuous process optimization will be fundamental in this process. It is also worth noting the constant improvements to aviation processes, especially those related to fuel savings, streamlined ground operations and adequacy of the workforce to the new reality of growth.
ACQUISITION OF WEBJET
On the strategic front, the Company once again demonstrated its belief in Brazil’s potential consumer market by acquiring Webjet, which closed 2011 with 26 aircraft, two of which Boeing 737-800s, having transported around five million passengers during the year. The transaction further strengthened GOL’s position in the country’s leading airports and allowed it to offer its clients a more extensive route network with even more competitive costs. In effect, the Company has merged with an airline that has the same dynamic, low-cost DNA and innovative vocation and which possesses a fleet that fits with GOL’s. Operations currently remain separate, but the two companies have already adopted concrete coordination measures that have had a positive impact on the results of both. Finalization of the transaction is awaiting approval by CADE.
AGREEMENT WITH DELTA
GOL’s strategy calls for the strengthening of alliances with international long-haul airlines, thereby ensuring that more passengers visiting Brazil in the future will use GOL’s services. Such arrangements will also allow the Company to sell international flights to its clients without losing its focus on a standardized fleet flying short and medium-distance routes. In this sense the December 2011 agreement with Delta was an important step forward. This strategic long-term agreement will give GOL’s clients the opportunity of flying to more than 70 countries with a partner airline that also has a strong presence in the Brazil-USA corridor, one of the routes that will record most growth in the next five years. Also as part of this agreement, the Company transferred two Boeing 767-300s to Delta, given that GOL no longer uses this type of aircraft.
DISCIPLINED SUPPLY GROWTH
On the operational front, the main focus among the industry leaders in Brazil and in the world’s other major markets where the airlines are trying to create a sector that is both sustainable for clients and profitable for shareholders, is on controlling supply, with an emphasis on profitable routes. GOL recently announced a supply increase of not more than 2% on its joint domestic route network with Webjet, and its initial target for 2012 is 0%. The Company aims to return as quickly as possible to profitability levels that ensure adequate returns on investments, as happened in the past and more recently in 2009 and 2010.
F-2
All these initiatives, and all the others that are aimed at continuous improvement, are supported by a strong balance sheet with high liquidity and virtually no refinancing risk for the next three years. In addition, GOL is still the leader in terms of corporate governance procedures that ensure that important decisions are always discussed by specialized committees whose members are independent of the controlling shareholders.
In this period, GOL prepared for a new cycle of profitability and growth and its medium and long-term vision remains intact. The cost-reduction measures announced in 2011 will facilitate the expansion of its low-cost, low-fare business model in the domestic market. GOL’s DNA will be strengthened and positive results will gradually be resumed, always aligned with the Company's values: safety, focus on the client, sustainability, innovation and profitability.
The Company would like to take this opportunity to thank its clients for their confidence in GOL’s operation all its employees for their unwavering dedication and motivation, attitudes that are making GOL increasingly the best company to fly with, work for and invest in.
Constantino de Oliveira Junior
Chief Executive Officer
ECONOMIC AND SECTOR SCENARIO
2011 was characterized by fierce domestic competition and intense volatility in the global economic scenario. The national aviation industry grew by 16% over the previous year, or around 6.0 times annual GDP growth. There were several major developments in the national aviation industry throughout the year, including the country’s first airport operation concession to a privately-owned company – São Gonçalo do Amarante airport, in Natal, Rio Grande do Norte, was the first Brazilian airport to be privatized. The National Civil Aviation Agency (ANAC) also published the privatization notice for three more strategic airports, which will be auctioned in February 2012: Guarulhos (SP), Viracopos (Campinas – SP) and Brasília. The aim of allowing private enterprise to run the airports is to improve infrastructure in preparation for the major sporting events to be held in Brazil shortly, as well as to resolve existing infrastructure problems due to the substantial increase in passenger traffic.
OPERATING PERFORMANCE
Acquisition of Webjet: The acquisition of Webjet, which is still being analyzed by CADE, was part of the process of consolidating the Company's strategy in 2011, allowing both GOL and Webjet to offer their customers improved services and a more comprehensive route network.
Agreements and Partnerships: At the beginning of 2011, GOL established a long-term MRO (maintenance, repair and overhaul) partnership with Delta TechOps, the maintenance division of Delta Airlines, with the purpose of improving GOL’s low-cost structure and the quality of its state-of-the-art Brazilian maintenance center. The Company also signed a memorandum of understanding regarding a code-share agreement with Aerolíneas Argentinas and initiated a code-share agreement with Qatar Airways. Also in 2011, it began an interline operation with Webjet, allowing the latter to use GOL’s sales channels to sell tickets for its flights.
In December, GOL announced a long-term strategic alliance with Delta Airlines. This agreement is in line with the Company’s strategy of establishing international partnerships with leading global players that add value to its services through the joint accumulation/redemption of miles in the airlines’ mileage programs, together with the opportunity of offering long-distance flights to GOL’s passengers. The agreement also capitalized GOL, strengthening its balance sheet and making it even better prepared to achieve its goals and explore new markets and sources of revenue. Partnering with a global player will also result in operational synergies with great potential for reducing operating costs, thereby reinforcing the Company’s low-cost, low-fare DNA. The experience and knowledge of global aviation acquired by Delta in more than 81 years of operations in the world's most developed market, combined with Brazilian commercial aviation's growth potential, provides an opportunity for both companies to increase their return on capital employed in the years ahead.
F-3
Fleet: GOL continued with its renewal strategy, closing the year with an operational fleet comprising 123 Boeing 737-800/700 Next Generation and 24 Boeing 737-300 aircraft with an average age of 7 and 18 years, respectively. This allow the Company to provide its customers with better-quality service, while at the same time improving its financial performance by reducing maintenance costs and fuel consumption. In the second half, it took delivery of its first Sky Interior aircraft, featuring a futuristic design through LED projections and increased passenger comfort. GOL was the first Latin American airline to incorporate this model into its fleet. During the year, the Company returned three B767s that were no longer part of its operational fleet. At year-end, it had 91firm orders, 10 purchase rights and an additional 40 purchase options for Boeing 737 NGs for delivery between 2011 and 2016, out of a total order for 141 Boeing aircraft.
Maintenance Center: GOL maintains an Aircraft Maintenance Center in the Tancredo Neves international airport, in Confins, Minas Gerais, which opened in 2006 and is the largest and most advanced complex of its kind in Latin America. Here the Company undertakes heavy fuselage maintenance, preventive maintenance, aircraft painting and internal aircraft configuration for GOL and VARIG’s combined fleet. The first construction stage began in 2005, when the Center serviced up to 60 aircraft. The conclusion of the second stage, which began in 2008, doubled this capacity to120 aircraft/year and added a new hangar, offices, a storeroom, warehouses and additional support areas, as well as increasing the yard area. Given its size, the Center’s expansion has made a substantial contribution to the development of the Belo Horizonte metropolitan region. One of GOL’s current challenges is to be certified by the FAA (Federal Aviation Administration), which is responsible for regulating civil aviation in the United States, allowing it to provide services to international airlines, thereby generating significant ancillary revenues.
IATA Membership and IOSA Certification: GOL became a member of the International Air Transportation Association (IATA), the global airline industry’s most representative institution, which regulates airline operations with the primary intention of ensuring passenger safety. It is recognized as the global benchmark for evaluating airlines’ operational safety management and control, and as a member, GOL will take part in global discussions on issues regarding the development of the commercial aviation industry. It will also participate in forums and have access to the most up-to-date studies and indicators, as well as enjoying full-member voting rights. In 2010 the Company obtained IOSA (IATA Operational Safety Audit) certification. This is an extremely important achievement for the Company, given that it underlines its commitment to safety in every procedure and generates reports that are accepted by international companies, in addition to reducing the costs associated with other audits. It also means that the high safety and operational quality standards are reassessed every two years. Our certificate, therefore, is valid until December 2012.
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
Given that it was founded at a time when social and environmental issues were a major concern, GOL’s business plan incorporated sustainable development and an operational structure and the Company has since made strategic investments that have generated substantial gains in terms of operating profitability, environmental efficiency and passenger service quality.
In 2011 GOL disclosed its 2010 Annual Sustainability Report based on Global Reporting Initiative (GRI) guidelines, an international standard for reporting economic, social and environmental performance. By adopting these parameters, GOL has added greater transparency and credibility to its accountability with its various stakeholders. The GRI standards also constitute an important step towards managing sustainability within GOL, as their adoption involved representatives of many different areas in the collection and auditing of information and the creation of new procedures for monitoring indicators, as part of a constant learning and improvement process.
Also in 2011 GOL published a report on greenhouse gas emissions based on the most internationally recognized tool for controlling these emissions: the Greenhouse Gas Protocol Initiative, or GHG Protocol.
F-4
The Fundação Getulio Vargas, in São Paulo, was responsible for training personnel in the drawing up of the inventory.
The Protocol measures the Company’s GHG emissions on all its operational fronts and uses the resulting data to arrive at the most appropriate means of reducing adverse environmental impacts. By adopting the GHG Protocol to compile its emissions inventory, GOL is showing the market and society as a whole that it takes the impacts of its activities on the environment very seriously indeed, even though civil aviation as a whole accounts for only 2% of the planet’s total CO2 emissions, according to the UN’s Intergovernmental Panel on Climate Change. The initiative will help mitigate climate change and ensure advanced compliance with the rigid international aviation standards that are certain to be introduced in the near future.
GOL was the first Latin American airline to present an emission control plan for generating an inventory in accordance with DEHST (Deutsches Emissionshandelsregister), a German authority responsible for the implementation of projects and emission-monitoring initiatives within the Kyoto Protocol’s Clean Development Mechanism. As a result, GOL was able to quantify its emissions and develop action plans to reduce them.
One of the 2010 sustainability highlights was the inauguration of the Instituto GOL, a pioneering initiative in the largest maintenance center in Latin America through which the Company expects to become a benchmark for the training of aircraft maintenance personnel. Created to meet demand for skilled labor in the aviation sector, the Institute is a non-profit association which aims to train and qualify sector professionals, while also contributing to the social and economic development of the Belo Horizonte metropolitan region.
GOL maintains a partnership agreement with GE Aviation’s Fuel and Carbon Services division to create studies and systems designed to reduce fossil fuel consumption and GHG emissions, further underlining the Company’s determination to ensure the sustainable development of its business.
The Company’s fleet is composed of modern aircraft that generate less noise pollution and have already met the CO2 emission reduction targets required by law in 2014. GOL has been implementing ACARS, a system that permits the real-time digital transmission, via satellite, of important flight data between aircraft and GOL’s bases, allowing routes and flight times to be automatically updated.
In January 2010, GOL began equipping its aircraft with sensors for the innovative GPS Landing System, as well as Vertical Situation Display, a sophisticated tool for determining the aircraft’s position in relation to the ground. The GPS Landing System allows increased landing and takeoff accuracy and safety, reducing fuel consumption and GHG emissions by up to 5% during these flight stages, while the Vertical Situation Display allows pilots to accurately identify information on ground relief and obstacles from the cockpit, in turn allowing them to plan their landing approach with more efficiency.
GOL has developed its own program for the management of aircraft maintenance waste in its operational bases. Apart from being environmentally correct and in line with its environmental responsibility policies, this program gave the Company greater control over the consumption and use of materials. It is also involved in ongoing research programs aimed at developing cleaner technology and ensuring long-term fuel availability.
In its Maintenance Center, GOL follows strict environmental standards: all oil and chemical effluents produced during maintenance procedures are treated before disposal to avoid environmental damage. The Center also has a filter-equipped exhaust system which results in a healthier working environment and reduces atmospheric emissions by 60% due to the retention of particulate matter and volatile organic compounds.
When cleaning inside aircraft, the Company uses industrial towels cleaned by specialized companies to avoid any type of waste. For the outside of the aircraft GOL has adopted a dry-cleaning method since 2003, which reduced water consumption by 90% over previous levels. The volume of water saved per aircraft is enough to cover the daily needs of a family of two adults and two children. The painting hangar has an exhaust and pollution control system, which also reduces particulate material. The new area of the hangar was equipped with cabins for the painting and sanding of aircraft parts and with a filtering system to reduce atmospheric emissions. In addition, a high vacuum system was installed, which captures the dust from aircraft sanding and retains the particulate material in filter bags, preventing any impact on the health of employees and the environment.
F-5
Thanks to these efforts and a constant focus on its objectives, GOL was the only Brazilian airline selected to join SAFUG (the Sustainable Aviation Fuel Users Group), an international aviation biofuel research group.
GOL supports important social initiatives aimed at the sustainable development of the business sector and society as a whole, including Campanha Amigos do Mundo (Friends of the World Campaign), Copa Social (Social Cup), Projeto Colaborador Cidadão (Citizen Employee Program), Ashoka, and Educador Nota 10 (Premium Educator), plus a range of cultural and sporting projects. With a focus on raising its employees’ awareness of the importance of sustainable development, exchanging experience, strengthening and developing Brazil’s educational system, building the foundations for future professionals and promoting the spread of culture, the Company creates and supports various social inclusion and development projects in the educational area geared to the pure sciences and children’s health.
REGULATORY MATTERS
Air transportation services are considered to be in the public interest and are therefore subject to extensive regulation and monitoring by the Aeronautical Command of the Ministry of Defense, the Civil Aviation Board (CONAC) and the Brazilian Civil Aviation Authority (ANAC), as well as the Federal Constitution and the Brazilian Aviation Code. The Brazilian air transportation system is controlled by several different authorities. ANAC is responsible for regulating the airlines, the Airspace Control Department (DECEA) for controlling the country’s airspace and INFRAERO for managing the airports. In March 2011, the Department of Civil Aviation (SAC) was established to oversee the Brazilian civil aviation industry. The SAC oversees ANAC and INFRAERO and reports directly to Brazil’s president.
Financial Statements
In order to comply with sections 302 and 404 of the Sarbanes-Oxley Act, the internal control framework governing relevant processes that may pose a risk to the financial statements is evaluated, documented and tested in accordance with the requirements of the Public Companies Audit Oversight Board (PCAOB) using internationally-recognized methods and criteria.
AWARDS
In recognition of its 2011 performance, GOL received several important institutional awards, including: “Best Financial Reporting Practices”, “Most Progress in Financial Reporting Practices”, and “3rd Best Investor Relations Website”, in the 13th edition of the IR Global Rankings (IRGR). IRGR is one of the most comprehensive ranking systems for investor relations websites, annual reports, corporate governance and financial reporting practices. The Company's management and the Investor Relations area also received the following awards: “Best IR Department”; “2nd and 3rd Best CEO in the Transportation Industry”, elected by sell-side and buy-side analysts, respectively; “2nd Best CFO in the Transportation Industry”, elected by both sell-side and buy-side analysts; and “Best IR Area”, elected by sell-side analysts, all of which by Institutional Investor magazine. GOL was also recognized as the “Best Passenger Airline in 2011” by Transporte Moderno magazine.
EMPLOYEES
The Company could not have achieved everything it has without the dedication of its 20.525 employees (the “Team of Eagles”), who have striven tirelessly and efficiently to achieve this success story by providing our passengers with the best possible service. As a result, the Company believes that high-quality, low-cost services are the key to reaching its goal of generating returns for all those who believed in and contributed to its success.
F-6
FINANCIAL PERFORMANCE
Net operating revenue totaled R$7,539.3billion in 2011, 8.0% up on the R$6,979.4billion recorded in 2010, chiefly due to the incorporation of operating revenue amounting to R$280.7mm from 87 days of Webjet's operations (as of October 3, when the Company acquired outright control of Webjet). Other variations included: (i) a 6.9% upturn in passenger revenue due to the 1.5 p.p. increase in the load factor (from 67.1%, in 2010, to 68.8%), combined with a 4.9% decline in yields; (ii) growth of close to 17.7% in cargo revenue due to GOLLOG’s increased national coverage (from 2,000 cities, in 2010, to 3,500), accounting for around 4.1% of the Company’s total net revenue; (iii) a 4.8% increase in revenue arising from Smiles, due to the strengthening of the mileage program throughout the year; (iv) a 30% upturn in revenue from agreements with international partner airlines; and (v) a 35% increase in revenue from flight cancellations and rebooking due to the upturn in operational volume.
Operating costs totaled R$7,783.8 billion, 23.9% up on the R$6,281.7mm posted in 2010, due to the incorporation of R$289.5mm in operating costs from 87 days of Webjet’s operations, and a series of other variations, including: (i) growth of around 33.8% in fuel expenses, in turn caused by the 19.5% upturn in the average WTI per-barrel oil price; (ii) a 24.6% increase in wages, salaries and benefits, mainly due to the impact of the 8.75% pay rise following the collective bargaining agreement, as well as the 10.6% upturn in the number of hours flown; (iii) higher variable expenses due to the period increase in operational volume (growth of around 6.4% in number of departures); (iv) non-recurring expenses in 2011 from the return of 3 B767 aircraft, flight cancellations (Chilean volcano), contract terminations, systems automation and others; (v) the introduction of ANAC's new fare calculation methodology in March; and (vi) increased depreciation expenses due to the larger number of aircraft under financial leasing in 2011 (45, versus 35 aircrafts in 2010). Operating costs per ASK (CASK) moved up by 13.9%, from 13.67 cents (R$) in 2010 to 15.57 cents (R$) in 2011.
As a result of all the above, the Company reported a net operating loss of R$244.5mm, with a negative operating margin of 3,2%, versus net operating income of R$697.8mm in 2010, with a margin of 10.0%. The Company is projecting the resumption of positive operating margins in 2012.
The net financial result was an expense of R$755.9mm, versus an expense of R$311.3mm in 2010, due to the incorporation of around R$19.4mm in net financial expenses (revenues) from 87 days of Webjet's operations, in addition to other variations, including: (i) the negative impact of exchange rate volatility in 2011, which led to variations in the Company’s foreign-currency- denominated assets and liabilities; (ii) higher interest expenses from the senior bonds issued in July, 2010, and the 4th and 5th debenture issue in September 2010 and June 2011.
As a result of all the above, the Company posted a 2011 net loss of R$751.5mm, versus net income of R$214.2mm in 2010.
Liquidity and Indebtedness: Even in the face of a difficult year, GOL was successful in increasing its liquidity and maintaining a cash balance equivalent to at least 25% of LTM net revenue. As a result, it closed the year with cash position (composed by cash and cash equivalents, short term investments and current and noncurrent restricted cash) of R$2,348.5mm, representing 31.1% of annual net revenue, 10.4% up on the previous quarter and 18.7% more than at the end of 4Q10. At year-end, total loans and financings came to R$4,991.4mm, 70% of which in foreign currency and the remainder in Reais.
Capex: The Company invested approximately R$685mm in 2011, 53% of which in the prepayment of aircraft as part of the fleet expansion plan. The remainder was allocated to the acquisition of spare parts, the Confins maintenance center, airports and the opening of stores in South America.
F-7
Corporate Governance: GOL conducts its business in line with the best corporate governance practices in Brazil and worldwide and is recognized by the market as one of those companies employing exemplary governance standards. Since its IPO in 2004, the Company’s shares have been traded in the Level 2 Corporate Governance segment of the São Paulo Stock Exchange (BOVESPA), GOL complies with the Sarbanes Oxley Act and has introduced several important initiatives to benefit its shareholders, including 100% tag along rights for preferred shareholders, the election of four independent Board members, and the constitution of a series of Board committees in which these independent members play an active role, one of whom as Chairman.
CAPITAL MARKET
At the end of 2011, the Company’s capital stock was composed of 270.4 million common and preferred shares. The preferred shares have been traded on the São Paulo (GOLL4) and the New York (GOL) Stock Exchanges since 2004. The free float comprises 36.3% of the total shares and 73.5% of the preferred shares. GOL is one of the most liquid companies in Brazil and is included in the Ibovespa (Bovespa Index), ITAG (Special Tag Along Stock Index), MSCI and IBRX 50 (Brazil Index 50). Daily traded volume averaged R$30mm in 2011 on the BM&F Bovespa alone. GOL’s shares closed 2011 at R$12.44 per share, 50.4% down on the R$25.10 reported at the end of 2010.
RELATIONS WITH THE INDEPENDENT AUDITORS
The Company's policy when contracting the independent auditors for services which are unrelated to the external audit is grounded in principles that preserve their independence. In accordance with internationally-accepted standards, these precepts are: (a) the auditors shall not audit their own work; (b) the auditors shall not occupy a managerial position in their client’s company; and (c) the auditors shall not legally represent the interests of their clients.
In accordance with Item III, article 2 of CVM Instruction 381/03, the Company and its subsidiaries always consult their Audit Committee before contracting professional services other than those related to the external audit, in order to ensure that the provision of these services will not affect the independence and objectivity necessary for the performance of independent audit services. The auditors are also required to provide formal declarations attesting to their independence when providing services not related to the audit.
COMMITMENT CLAUSE – ADHERENCE TO THE ARBITRATION CHAMBER
The “Commitment Clause” refers to the arbitration clause, through which the Company, its shareholders, Board of Directors, Executive Board and Fiscal Council, as well as the Bovespa, undertake to resolve, by means of arbitration, any and all disputes or controversies that may arise between them related to or arising from, especially, the application, validity, effectiveness, interpretation, violation, and their effects, of the provisions of Brazilian Corporate Law, the Company’s Bylaws, the regulations of the National Monetary Council, the Brazilian Central Bank and the Brazilian Securities and Exchange Commission, and all other regulations governing the functioning of the securities market in general, as well as those in the Bovespa Listing Rules, the Arbitration Rules and the Level 2 Listing Rules.
2012 OUTLOOK
Based on demand growth trends in recent years and the financial market’s GDP forecast for 2012, together with the continuing expansion of Brazil's potential market due to the rapid growth of the country’s emerging middle class, accompanied by the equally rapid expansion of tourism in South America and the Caribbean, the Company estimates aviation industry demand growth of between 2.5 and 3.0 times GDP growth (i.e. around 10.0%). The Company also aims to increase its domestic seat supply by between 0% and 2% on its own and Webjet’s route network, accompanied by a load factor between 71 and 75%. GOL expects the domestic industry to adopt a more rational approach to adding seat supply in 2012, and, accordingly, resulting in a recovery yield scenario when compared to 2010. The Company estimates an operating margin (EBIT) of between 4% and 7%.
ACKNOWLEDGMENTS
We would like to thank our employees, clients, suppliers, partners and travel agents, as well as those authorities related to our operations, the representatives of the Brazilian Civil Aviation Authority (ANAC), INFRAERO, the Airspace Control Department (DECEA) and the Ministry of Tourism for their dedication to the development of the Brazilian aviation industry.
F-8
INDEPENDENT AUDITOR’S REPORT
To the Shareholders, Directors and Management of
Gol Linhas Aéreas Inteligentes S.A.
São Paulo - SP
F-9
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2011 AND 2010
(In thousands of Brazilian Reais – R$)
|
|
|
|
| ||
|
|
Note |
|
12/31/2011 |
12/31/2010 | |
|
ASSETS |
|
|
|||
|
Current assets |
|
|
|||
|
Cash and cash equivalents |
3 |
|
1,230,287 |
1,955,858 | |
|
Short-term investments |
5 |
|
1,009,068 |
22,606 | |
|
Restricted cash |
4 |
|
8,554 |
- | |
|
Trade receivables |
6 |
|
354,134 |
303,054 | |
|
Inventories |
7 |
|
151,023 |
170,990 | |
|
Recoverable taxes |
8 |
|
212,998 |
88,143 | |
|
Prepaid expenses |
9 |
|
93,797 |
116,182 | |
|
Deposits |
10 |
|
35,082 |
|
- |
|
Other receivables |
|
|
43,360 |
48,019 | |
|
|
|
|
3,138,303 |
2,704,852 | |
|
|
|
|
|||
|
Non-current assets |
|
|
|||
|
Deposits |
10 |
|
595,517 |
715,377 | |
|
Restricted cash |
4 |
|
100,541 |
34,500 | |
|
Prepaid expenses |
9 |
|
44,964 |
54,201 | |
|
Deferred taxes |
8 |
|
1,086,990 |
817,545 | |
|
Other receivables |
14,399 |
9,227 | |||
|
Related parties transactions |
11 |
|
- |
- | |
|
Property, plant and equipment |
14 |
|
3,890,470 |
3,460,968 | |
|
Intangible assets |
15 |
1,783,957 |
1,267,177 | ||
|
|
|
7,516,838 |
6,358,995 | ||
|
|
|
|
|
|
|
|
Total assets |
|
|
10,655,141 |
|
9,063,847 |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-10
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2011 AND 2010
(In thousands of Brazilian reais – R$)
|
|
|
||||
|
LIABILITIES |
Note |
12/31/2011 |
12/31/2010 | ||
|
Current liabilities |
|
| |||
|
Short term debt |
16 |
1,552,440 |
346,008 | ||
|
Trade payables |
|
414,563 |
215,792 | ||
|
Salaries, wages and benefits |
|
250,030 |
205,993 | ||
|
Tax obligations |
20 |
76,736 |
58,197 | ||
|
Tax and landing fees |
|
190,029 |
85,140 | ||
|
Advance ticket sales |
17 |
744,743 |
517,006 | ||
|
Dividends payable |
22 |
584 |
51,450 | ||
|
Mileage program |
18 |
71,935 |
55,329 | ||
|
Advances from customers |
19 |
30,252 |
24,581 | ||
|
Provisions |
21 |
75,568 |
55,967 | ||
|
Liabilities from derivative transactions |
26 |
115,432 |
1,646 | ||
|
Other payables |
73,353 |
71,884 | |||
|
3,595,665 |
1,688,993 | ||||
|
Non-current liabilities |
|||||
|
Long term debt |
16 |
3,439,008 |
3,395,080 | ||
|
Deferred taxes |
8 |
|
763,706 |
|
642,185 |
|
Provisions |
21 |
231,182 |
88,911 | ||
|
Mileage program |
18 |
214,779 |
152,327 | ||
|
Advances from customers |
19 |
- |
33,262 | ||
|
Tax obligations |
20 |
112,935 |
99,715 | ||
|
Payables to related companies |
11 |
- |
- | ||
|
Other payables |
|
91,955 |
34,205 | ||
|
|
|
4,853,565 |
4,445,685 | ||
|
|
|
||||
|
Shareholders' equity |
22 |
||||
|
Issued Capital |
2,316,500 |
2,315,655 | |||
|
Advance for future capital increase |
182,610 |
- | |||
|
Capital reserves |
60,263 |
60,263 | |||
|
Share issuance costs |
(145,279) |
(132,522) | |||
|
Earnings reserve |
- |
642,860 | |||
|
Share-based payment |
68,602 |
43,727 | |||
|
Treasury shares |
16 |
(51,377) |
(11,887) | ||
|
Other comprehensive income |
|
(79,268) |
11,073 | ||
|
Accumulated losses |
|
(146,140) |
- | ||
|
|
|
|
2,205,911 |
|
2,929,169 |
|
Total liabilities and shareholders' equity |
|
10,655,141 |
9,063,847 | ||
The accompanying notes are an integral part of these financial statements.
F-11
INCOME STATEMENT FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais – R$, except basic / diluted loss per share)
|
Consolidated | |||||||
|
Note |
|
|
|
|
| ||
|
12/31/2011 |
12/31/2010 |
|
12/31/2009 | ||||
|
Operating revenues |
|
|
|
| |||
|
Passenger |
6,713,029 |
6,277,657 |
|
5,306,530 | |||
|
Cargo and other |
826,279 |
701,790 |
|
718,852 | |||
|
23 |
7,539,308 |
6,979,447 |
|
6,025,382 | |||
|
|
| ||||||
|
Operating expenses |
|
|
|
|
|
|
|
|
Salaries |
|
|
(1,560,436) |
|
(1,252,402) |
|
(1,100,953) |
|
Aircraft fuel |
|
|
(3,060,665) |
|
(2,287,410) |
|
(1,813,104) |
|
Aircraft rent |
|
|
(505,058) |
|
(555,662) |
|
(650,683) |
|
Aircraft insurance |
|
|
(31,921) |
|
(47.757) |
|
(56.324) |
|
Sales and marketing |
|
|
(402,568) |
|
(367,757) |
|
(364,551) |
|
Landing fees |
|
|
(395,249) |
|
(331,882) |
|
(312,637) |
|
Aircraft and traffic servicing |
|
|
(484,642) |
|
(430,521) |
|
(381,721) |
|
Maintenance materials and repairs |
|
|
(434,181) |
|
(422,950) |
|
(417,212) |
|
Depreciation and amortization |
|
|
(395,807) |
|
(281,604) |
|
(142,853) |
|
Other operating expenses |
|
|
(601,713) |
|
(303.707) |
|
(372.052) |
|
Gain on bargain purchase |
|
|
88,428 |
|
- |
|
- |
|
Total operating expenses |
|
|
(7,783,812) |
|
(6,281,652) |
|
(5,612,090) |
|
|
|
| |||||
|
Income (loss) from operations before financial income (expenses) |
(244,504) |
697,795 |
|
413,292 | |||
|
|
|
| |||||
|
Finance result |
|
| |||||
|
Financial income |
24 |
477,524 |
183,907 |
|
191.551 | ||
|
Financial expenses |
24 |
(834,541) |
(541,755) |
|
(556.947) | ||
|
Exchange rate changes, net |
24 |
(398,897) |
46,549 |
|
708.240 | ||
|
(755,914) |
(311,299) |
|
342.844 | ||||
|
|
|
| |||||
|
Income (loss) before income tax and social contribution |
(1,000,418) |
386,496 |
|
756,136 | |||
|
|
| ||||||
|
Current |
(5,791) |
(53,855) |
|
(609) | |||
|
Deferred |
254,671 |
(118,444) |
|
135,305 | |||
|
8 |
248,880 |
(172,299) |
|
134,696 | |||
|
Net (loss) income |
(751,538) |
214,197 |
|
890,832 | |||
|
|
|
|
| ||||
|
Weighted average number of outstanding shares in relation to basic earnings (loss) per share (in thousands) |
13 |
270,376 |
268,564 |
|
227,472 | ||
|
|
| ||||||
|
Basic earnings (loss) per share |
13 |
(2.780) |
0.798 |
|
3.916 | ||
|
Diluted earnings (loss) per share |
13 |
(2.780) |
0.796 |
|
3.914 | ||
The accompanying notes are an integral part of these financial statements.
F-12
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais – R$, except basic / diluted loss per share)
|
|
Consolidated
| ||||
|
|
12/31/11 |
|
12/31/10 |
|
12/31/09 |
|
|
|
|
|
|
|
|
Income for the year |
(751,538) |
|
214,197 |
|
890,832 |
|
|
|
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
Available for sale financial assets |
362 |
|
(2,497) |
|
4,137 |
|
Cash flow hedges |
(136,992) |
|
18,035 |
|
19,779 |
|
Income tax |
46,289 |
|
(5,283) |
|
(6,725) |
|
|
(90,341) |
|
10,255 |
|
17,191 |
|
|
|
|
|
|
|
|
Total comprehensive income for the year |
(841,879) |
|
224,452 |
|
908,023 |
Transactions shown in comprehensive income for the years ended on December 31, 2011, 2010 and 2009 are provided below:
|
|
Consolidated
| ||||||
|
|
Financial assets available for sale |
|
Cash flow hedges |
|
Income tax |
|
Total comprehensive income (loss) |
|
Balance on December 31, 2008 |
4,001 |
|
(30,869) |
|
10,495 |
|
(16,373) |
|
Realized losses (gains) from financial instruments transferred to the income |
7 |
|
98,576 |
|
- |
|
98,583 |
|
Fair value variation |
(1,873) |
|
(69,702) |
|
(9,817) |
|
(81,392) |
|
Balance on December 31, 2009 |
2,135 |
|
(1,995) |
|
678 |
|
818 |
|
Realized losses (gains) from financial instruments transferred to the income |
(2,497) |
|
20,571 |
|
(6,994) |
|
11,080 |
|
Fair value variation |
- |
|
(2,536) |
|
1,711 |
|
(825) |
|
Balance on December 31, 2010 |
(362) |
|
16,040 |
|
(4,605) |
|
11,073 |
|
Realized losses (gains) from financial instruments transferred to the income |
362 |
|
19,107 |
|
(6,496) |
|
12,973 |
|
Fair value variation |
- |
|
(156,099) |
|
52,785 |
|
(103,314) |
|
Balance on December 31, 2011 |
- |
|
(120,952) |
|
41,684 |
|
(79,268) |
The accompanying notes are an integral part of these financial statements.
F-13
GOL LINHAS AÉREAS INTELIGENTES S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS´ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais – R$)
|
|
|
|
|
Capital reserve |
|
|
|
Earnings reserves |
|
|
|
|
|
Valuation adjustments to equity |
|
|
|
| ||||||
|
|
|
Capital |
Advance for future capital increase |
Goodwill on transfer of shares |
|
Special goodwill reserve of subsidiary |
|
Share issuance costs |
|
Legal reserve |
|
Reinvestment reserve |
|
Share-based compensation |
|
Treasury shares |
|
Available-for-sale assets |
|
Unrealized hedge profit (loss) |
|
Accumulated losses |
|
Total |
|
Balances as of January 1st , 2009 |
|
1,363,946 |
- |
60,369 |
|
29,187 |
|
(113,328) |
|
80,865 |
|
837,700 |
|
14,444 |
|
(41,180) |
|
(2,002) |
|
(14,371) |
|
(1,144,022) |
|
1,071,608 |
|
Total of other comprehensive income |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
4,137 |
|
13,054 |
|
- |
|
17,191 |
|
Capital increase |
|
830,848 |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
830,848 |
|
Share issuance costs |
|
- |
- |
- |
|
- |
|
(19,194) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(19,194) |
|
Cancelled treasuary shares |
|
- |
- |
(29,293) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
29,293 |
|
- |
|
- |
|
- |
|
- |
|
Recognition of earnings reserve to absorb accumulated losses |
|
- |
- |
- |
|
- |
|
- |
|
(80,865) |
|
(837,700) |
|
- |
|
- |
|
- |
|
- |
|
918,565 |
|
- |
|
Net income for the year |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
890,832 |
|
890,832 |
|
Recognition of legal reserve |
|
- |
- |
- |
|
- |
|
- |
|
39,123 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(39,123) |
|
- |
|
Dividends payable |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(185,839) |
|
(185,839) |
|
Allocation of net income |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
557,504 |
|
- |
|
- |
|
- |
|
- |
|
(557,504) |
|
- |
|
Share-based payments |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
4,540 |
|
- |
|
- |
|
- |
|
- |
|
4,540 |
|
Balances as of December 31, 2009 |
|
2,194,794 |
- |
31,076 |
|
29,187 |
|
(132,522) |
|
39,123 |
|
557,504 |
|
18,984 |
|
(11,887) |
|
2,135 |
|
(1,317) |
|
(117,091) |
|
2,609,986 |
|
Net income |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
214,197 |
|
214,197 |
|
Recognition of legal reserve |
|
- |
- |
- |
|
- |
|
- |
|
10,710 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(10,710) |
|
- |
|
Proposed mandatory minimum dividends |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(50,873) |
|
(50,873) |
|
Allocation of net income |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
35,523 |
|
- |
|
- |
|
- |
|
- |
|
(35,523) |
|
- |
|
Other comprehensive income (loss) |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(1,648) |
|
11,903 |
|
- |
|
10,255 |
|
Capital increase |
|
120,861 |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
120,861 |
|
Share-based payments |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
24,743 |
|
- |
|
- |
|
- |
|
- |
|
24,743 |
|
Balances as of December 31, 2010 |
|
2,315,655 |
- |
31,076 |
|
29,187 |
|
(132,522) |
|
49,833 |
|
593,027 |
|
43,727 |
|
(11,887) |
|
487 |
|
10,586 |
|
- |
|
2,929,169 |
|
Error adjustment, net of taxes - note 2.3 |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(37,462) |
|
(37,462) |
|
Restated balance as of January 1st , 2011 |
|
2,315,655 |
- |
31,076 |
|
29,187 |
|
(132,522) |
|
49,833 |
|
593,027 |
|
43,727 |
|
(11,887) |
|
487 |
|
10,586 |
|
(37,462) |
|
2,891,707 |
|
Other comprehensive income (loss), net |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(487) |
|
(89,854) |
|
- |
|
(90,341) |
|
Net income (loss) |
|
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(751,538) |
|
(751,538) |
|
Recognition of earnings reserve and legal reserve to absorb accumulated losses |
22 |
- |
- |
- |
|
- |
|
- |
|
(49,833) |
|
(593,027) |
|
- |
|
- |
|
- |
|
- |
|
642,860 |
|
- |
|
Capital increase through the exercise of stock options |
22 |
845 |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
845 |
|
Advance for future capital increase |
22 |
- |
182,610 |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
182,610 |
|
Share issuance costs |
22 |
- |
- |
- |
|
- |
|
(12,757) |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(12,757) |
|
Share-based payments |
22 |
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
24,875 |
|
- |
|
- |
|
- |
|
- |
|
24,875 |
|
Share buyback |
16 |
- |
- |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(39,490) |
|
- |
|
- |
|
- |
|
(39,490) |
|
Balances as of December 31, 2011 |
|
2,316,500 |
182,610 |
31,076 |
|
29,187 |
|
(145,279) |
|
- |
|
- |
|
68,602 |
|
(51,377) |
|
- |
|
(79,268) |
|
(146,140) |
|
2,205,911 |
The accompanying notes are an integral part of these financial statements
F-14
GOL LINHAS AÉREAS INTELIGENTES S.A.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(In thousands of Brazilian reais – R$)
|
Consolidated | ||||||
|
| ||||||
|
12/31/2011 |
12/31/2010 |
|
12/31/2009 | |||
|
Net income (loss) |
(751,538) |
214,197 |
|
890,832 | ||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
| ||||
|
Depreciation and amortization |
395,807 |
281,604 |
|
142,853 | ||
|
Allowance for doubtful accounts |
23,483 |
7,728 |
|
7,701 | ||
|
Provision for contingencies |
6,218 |
18,842 |
|
13,000 | ||
|
Provision for (reversal of provision for) onerous contracts |
15,393 |
(445) |
|
2,080 | ||
|
Provision for inventory obsolescence |
1,196 |
8,402 |
|
4,327 | ||
|
Deferred taxes |
(254,671) |
118,444 |
|
(135,305) | ||
|
Share-based compensation |
24,875 |
24,743 |
|
4,540 | ||
|
Exchange rate changes and inflation adjustments, net |
400,095 |
(46,549) |
|
(708,240) | ||
|
Interest on loans |
414,430 |
297,256 |
|
275,466 | ||
|
Unrealized hedge income (loss), net of taxes |
19,469 |
117,022 |
|
80,332 | ||
|
Provision for aircraft return |
96,136 |
108,106 |
|
13,113 | ||
|
Other provisions |
|
(30,460) |
|
- |
|
- |
|
Mileage program |
79,057 |
(106,299) |
|
(38,714) | ||
|
Write-off of property, plant and equipment and intangible assets |
10,173 |
3,037 |
|
(8,832) | ||
|
Impairment |
|
23,353 |
|
- |
|
- |
|
Gain on bargain purchase |
|
(88,428) |
|
- |
|
- |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Trade accounts receivable |
84,840 |
208,526 |
|
(182,082) | ||
|
Short-term investments used for trading |
(1,011,534) |
- |
|
- | ||
|
Inventories |
22,406 |
(41,433) |
|
45,878 | ||
|
Deposits |
144,456 |
78,369 |
|
(124,196) | ||
|
Prepaid expenses and recoverable taxes |
(12,406) |
64,950 |
|
25,444 | ||
|
Other receivables |
16,831 |
9,865 |
|
47,771 | ||
|
Trade accounts payable |
131,971 |
(146,590) |
|
78,663 | ||
|
Advanced ticket sales |
125,112 |
(44,341) |
|
(11,226) | ||
|
Liabilities from derivative transactions |
(42,314) |
- |
|
- | ||
|
Advances from customers |
(27,591) |
(162,150) |
|
190,146 | ||
|
Payroll |
|
22,254 |
|
(27,168) |
|
86,357 |
|
Tax and landing fees |
58,600 |
8,809 |
|
(20,879) | ||
|
Taxes payable |
6,653 |
16,549 |
|
65,249 | ||
|
Provisions |
(95,413) |
(124,722) |
|
(127,191) | ||
|
Other payables |
22,841 |
(4,650) |
|
(13,250) | ||
|
Cash provided by operating activities |
(168,706) |
882,102 |
|
603,837 | ||
|
Interest paid |
(428,023) |
(123,019) |
|
(115,422) | ||
|
Income tax paid |
(5,791) |
(35,186) |
|
(31,156) | ||
|
Net cash provided by (used in) operating activities |
(602,520) |
723,897 |
|
457,259 | ||
|
Investing activities |
|
|
| |||
|
Acquisition of subsidiary, net of cash |
|
(33,885) |
|
- |
|
- |
|
Short-term investments |
- |
17,938 |
|
205,140 | ||
|
Restricted cash |
(74,594) |
(8,416) |
|
(37,812) | ||
|
Payment of property, plant and equipment |
(279,826) |
(230,469) |
|
(130,475) | ||
|
Intangible assets |
(80,863) |
(58,512) |
|
(31,431) | ||
|
Net cash used in investing activities |
(469,168) |
(279,459) |
|
5,422 | ||
|
Financing activities |
|
| ||||
|
Short and long term debt collection |
628,187 |
638,638 |
|
- | ||
|
Short, long term debt and lease payments |
(391,054) |
(433,760) |
|
(42,416) | ||
|
Dividends paid |
(50,866) |
(185,839) |
|
- | ||
|
Due from related parties |
- |
- |
|
- | ||
|
Capital increase |
|
845 |
|
120,861 |
|
811,654 |
|
Advance for future capital increase |
182,610 |
- |
|
- | ||
|
Share issuance costs |
(15,175) |
- |
|
- | ||
|
Net cash provided by financing activities |
354,547 |
139,900 |
|
769,238 | ||
|
Exchange rate changes in cash and cash equivalents of foreign subsidiaries |
(8,430) |
(10,888) |
|
(18,841) | ||
|
Increase (decrease) in cash, net |
(725,571) |
573,450 |
|
1,213,078 | ||
|
Cash and cash equivalents at the beginning of period |
1,955,858 |
1,382,408 |
|
169,330 | ||
|
Cash and cash equivalents at the end of period |
1,230,287 |
1,955,858 |
|
1,382,408 | ||
The accompanying notes are an integral part of these financial statements
F-15
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
1. General Information
Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GLAI”) is a publicly-listed company incorporated in accordance with Brazilian Corporate Laws, organized on March 12, 2004. The Company is engaged in, exercising shareholding control of its wholly-owned subsidiary VRG Linhas Aéreas S.A. (“VRG”), and through its subsidiaries or affiliates, essentially exploring: (i) regular and non-regular air transportation services of passengers, cargo and mailbags, domestically or internationally, according to the concessions granted by the competent authorities; (ii) additional passenger air chartering services .
GLAI is the direct parent company of the subsidiaries GAC Inc (“GAC”), Gol Finance (“Finance”), and indirect parent company of subsidiary SKY Finance and SKY Finance II (“SKY II”) and Webjet Linhas Aereas S.A. ("Webjet").
GAC was established on March 23, 2006, according to the laws of the Cayman Islands, and its activities are related to the aircraft acquisition for its single shareholder GLAI, which provides financial support for its operating activities and settlement of obligations. GAC is the parent company of SKY Finance and SKY II, established on August 28, 2007 and November 30, 2009, respectively, both located in the Cayman Islands, whose activities are related to obtaining funds to finance aircraft acquisition. The activities of SKY Finance were closed in 2010, after the liquidation of all funds raised by companies, considering that they were organized with the specific objective of obtaining such funds.
Finance was established on March 16, 2006, according to the laws the Cayman Islands, and it is engaged in raising funds for aircraft acquisition.
On April 9, 2007, the Company acquired VRG, a low-cost and low-fare airline company, which operates domestic and international flights using GOL and VARIG brands, and provides regular and non-regular air transportation services from/to the main destinations in Brazil, South America and the Caribbean.
On February 28, 2011, the subsidiary VRG constituted a Participation Account company engaged in developing and operating on-board sales of food and beverages in domestic flights. VRG controls 50% of this company, which started to operate in September, 2011.
On October 3, 2011, VRG subsidiary acquired the entire share capital of Webjet Linhas Aereas SA ("Webjet"), a low-cost and low-fare airline headquartered in the city of Rio de Janeiro, which provides scheduled passenger air chartering services in Brazil, for transaction´s details see Note 12 –Business Combination..
On October 27, 2011, CADE, VRG and Webjet entered into a Transaction Reversibility Preservation Agreement ("APRO"), concerning the acquisition of 100% (one hundred percent) of the capital of Webjet, whereby the reversibility of the transaction and preservation of assets is assured until a final decision is handed down by the governmental agency. The agreement ensures the independence in the management of both companies, including with respect to the Company’s frequent flyer program ("Smiles").Without reducing Webjet’s capacity, the agreement provides for the sharing of flights between the companies with the aim of optimizing the route network and offer more options to flyers.
The Company’s shares are traded on the New York Stock Exchange (NYSE) and on the São Paulo Stock Exchange (BOVESPA). The Company has entered into an Agreement for Adoption of Level 2 Differentiated Corporate Governance Practices with BOVESPA, and is included in the Special Corporate Governance Stock Index (IGC) and the Special Tag Along Stock Index (ITAG), which were created to identify companies committed to adopt differentiated corporate governance practices.
F-16
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
2. Basis of preparation and summary of significant accounting policies
The Company’s consolidated financial statements for the year ended December 31, 2011 were authorized for issue by the Board of Directors on March 26, 2012. The registered office is located at Rua Tamoios, 246, Jd. Aeroporto, São Paulo, Brazil.
2.1 Compliance Statement
The Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
2.2 Basis of preparation
These financial statements were prepared based on historical cost, except for certain financial assets and liabilities that are measured at fair value in accordance with accounting practices described below.
These Consolidated Financial Statements were prepared using Brazilian Reais as the functional and reporting currency.
The summary of significant accounting policies adopted by the Company and its subsidiaries are as follows:
a) Basis of consolidation
The consolidated financial statements comprise the accounts of GLAI and its direct and indirect subsidiaries presented below:
|
|
Location |
|
Type of control |
|
% of capital stock | ||
|
|
|
|
2011 |
|
2010 | ||
|
VRG |
Brazil |
|
Direct |
|
100% |
|
100% |
|
GAC Inc. |
Cayman Islands |
|
Direct |
|
100% |
|
100% |
|
Gol Finance |
Cayman Islands |
|
Direct |
|
100% |
|
100% |
|
Webjet |
Brazil |
|
Indirect |
|
100% |
|
- |
|
SKY Finance II |
Cayman Islands |
|
Indirect |
|
100% |
|
100% |
The accounting policies were applied consistently in all the consolidated entities and are consistent with those used in previous years. All the transactions, balances, incomes and expenses between the entities are full eliminated in the consolidated financial statements.
The investments that its subsidiary VRG has in its off-shore subsidiaries (South America, Europe and U.S.) are fully eliminated.
b) Cash and cash equivalents
Consists primarily of cash balances classified the bank deposits and short term investments that are measured at fair value through profit and loss. The short term investments have maturities of three months or less (or with no fixed time for redemption) with immediate liquidity, and are subject to an insignificant risk of changes in value.
F-17
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
c) Restricted cash
Consist of investments measured at fair value through profit and loss, deposited in guarantees linked to securities, and short and long term debt.
d) Financial assets and financial liabilities
The non-derivative financial instruments include short-term investments, debt and equity instruments, trade accounts receivable, other receivables, short and long term debt, other payables and debts. Financial instruments are initially measured at fair value plus or minus costs directly attributable to their acquisition or issuance, except for financial instruments at fair value through profit or loss, whose costs are directly recorded in income or loss. After initial recognition, non-derivative financial instruments are measured at each balance sheet date, based on their classification, which is defined upon initial recognition considering the intent for which they were acquired or issued, as described below:
i. Financial assets measured at fair value through profit or loss: include financial assets held for trading (i.e., acquired primarily for the purpose of sale in the short term), or those designated at fair value through profit or loss. Interest, inflation adjustment, foreign exchange changes and changes arising from the adjustment to fair value are recognized in profit or loss under financial income or financial expenses, when earned or incurred. The Company has short-term investments classified as cash equivalents under this category.
ii. Held-to-maturity financial assets: non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intention and ability to hold to maturity. These are measured at amortized cost after initial recognition under the effective interest method, less possible impairment losses, when applicable, and changes are recognized in profit or loss, as financial income or financial expenses, when earned or incurred. The Company does not have financial assets classified under this category.
iii. Loans and receivables: include non-derivative financial assets with fixed or determinable payments that are not quoted in an active market which are measured at amortized cost after initial recognition under the effective interest method. Interest, inflation adjustment, foreign exchange changes, less impairment losses, when applicable, are recognized in profit or loss under financial income or financial expenses, when earned or incurred. The Company has mainly bank deposits and trade accounts receivable classified under this category.
iv. Available for sale: include non-derivative financial assets not classified under the categories above, measure at fair value. After initial recognition, available-for-sale securities are measured at fair value, and the respective gains and losses are recognized in “Other Comprehensive Income” in shareholders' equity until the investment is sold, and any gains and losses previously accumulated are reclassified to profit or loss. “Short-term Investments” are comprised by assets available for sale related to foreign deposits (time deposits). These assets have a maturity period of more than 90 days after the investment date and their amounts are subject to significant changes. The Company does not make speculative investments.
The principal financial assets recognized by the Company are cash and cash equivalents, short-term investments, and accounts receivable.
Financial liabilities are classified under the categories below based on the nature of the financial instruments contracted or issued:
F-18
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
i. Financial liabilities at fair value through profit or loss: include financial liabilities that are regularly traded before maturity and liabilities at fair value through profit or loss on initial recognition, except those designated as hedge instruments. They are remarked to fair value at every balance sheet date. Interest, inflation adjustment, foreign exchange changes and changes arising from measurement at fair value, when applicable, are recognized in profit or loss when incurred. The Company classifies under this category derivatives not designated as an effective hedge instrument.
ii. Financial liabilities not measured at fair value: non-derivative financial liabilities that are not regularly traded before maturity. After initial recognition, they are remeasured at amortized cost using the effective interest method. Interest, inflation adjustment and foreign exchange changes, if applicable, are recognized in profit or loss when incurred. The Company recognized under this category current and noncurrent short and long term debt (comprising finance leases) and trade accounts payable.
e) Trade and other receivables
Trade and other receivables are stated at cost less allowances made for doubtful receivables, which approximates fair value given their short term nature. An allowance for doubtful receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivable through risk analysis and taking into account the historical analysis of the recovery of arrears. The allowance for doubtful receivables is the difference between the book value and recoverable amount. The provision is made for all accounts overdue for more than 90 days for installment sales, travel and cargo agencies, and 180 days in respect of airline partners.
f) Inventories
The inventories are valued at the lower of cost and net realizable value. The costs of inventories are determined by the weighted average cost method. The net realizable value represents the estimated selling price of the inventory, less costs to completion and costs necessary to complete the sale.
g) Lease accounting
In accordance with the IAS 17 "Leases", leases are classified as finance leases when the lease arrangement transfers substantially all the risks and rewards of ownership to the lessee, or meet the following conditions:
(i) the lease transfers ownership of the asset to the lessee at the end of the lease term;
(ii) the lessee has the option to purchase the asset at a price that is expected to be sufficiently lower than fair value at the date the option becomes exercisable such that, at the inception of the lease, is reasonably certain that the option will be exercised;
(iii) the lease term is the most part of the economic asset life, even if the title is not transferred;
(iv) at the beginning of the lease, the present value of minimum lease payments represents at least substantially all the fair value of the leased asset, and
(v) the leased assets are of such a specialized nature such that only the lessee can use them without major modifications.
F-19
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The amounts payable arising from finance lease installments are recognized and allocated between financial expenses and repayment of finance lease so as to achieve a stable interest rate.
The difference between the present value and the total amount of falling due installments is charged to profit or loss as financial expenses. The corresponding obligation to the lessor is accounted for as short and long term debt. The aircraft held under finance leases, which have a purchase option at the end of the contract, are depreciated on a straight-line basis over the useful life at rates calculated to write down the cost to the estimated residual value of 20% based on market price valuations. All other aircraft recorded on property, plant and equipment, when there is no reasonable certainty that the Company will obtain ownership of the property at the end of the contractual term, are depreciated over the shorter of the useful life of the assets and the lease term.
The other leases are classified as operating lease and are recognized as an expense in the income statement on straight-line basis over the term of the lease contract.
Gains or losses related to sale-leaseback transactions classified as an operating lease after the sale, are accounted for as follows:
· They are immediately recognized as other (expense) income when it is clear that the transaction is established at fair value;
· If the sale price is below fair value, any profit or loss is immediately recognized as other (expense) income, however, if the loss is compensated by future lease payments at below market price, it is deferred and amortized in proportion to the lease payments over the contractual lease term;
· In the event of the sale price is higher than the fair value of the asset, the value exceeding the fair value is deferred and amortized during the period when the asset is expected to be used. The amortization of the gain is recorded as a reduction in lease expenses.
If the sale-leaseback transactions results in financial lease, any excess proceeds over the carrying amount shall be deferred and amortized over the lease term. The Company did not have any sale-leaseback transaction that resulted in financial lease.
h) Prepaid expenses
The prepaid expenses correspond to payments whose benefits to the Company will take place after the balance sheet date. Primarily consist of prepayments for aircraft and engine rentals under operating lease agreements, premium payments of option contracts designated as hedge, sales commissions, deferred losses arising from sale-leaseback transactions, and prepayments for insurance.
i) Property, plant and equipment
Property, plant and equipment, including rotable parts, are recorded at acquisition or construction costs, including interests and other financial charges. Each component of property, plant and equipment that has a cost that is significant in relation to the overall cost of the item is depreciated separately. Aircraft and engine spares acquired on the introduction or expansion of the fleet, as well as rotable spares purchased separately, are carried as fixed assets and generally depreciated in line with the fleet to which they relate. Pre-delivery deposits refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of Boeing 737-800 Next Generation aircraft.
F-20
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Assets held through finance leases are depreciated over the expected useful life the same way as the owned assets or for a shorter period, if applicable, as under the lease agreement in question.
The estimated useful life for property and equipment is disclosed at Note 14.
Under IAS 16 “Property, Plant and Equipment”, the costs relating to significant engine overhauls, including replacement of spare parts and personnel expenses, are treated and capitalized separately as a property, plant and equipment item and depreciated until the next significant overhaul.
Identifiable interest costs incurred on short and long term debt directly attributable to assets under construction, including pre-delivery deposits to acquire new aircraft, are capitalized and included as part of the cost of the assets through the earlier of the date of completion or aircraft delivery.
The book value of fixed assets is analyzed for check of possible loss in recoverable value when events or changes in circumstances indicate the book value is bigger than the estimated recoverable amount.
An item of fixed asset is write-off after disposal or when there are no future economic benefits resulting from continued use of the asset. Any gains or losses on fixed asset sale or write-off are determined by the difference between the values received in the sale and the asset's booking value, and are recognized in income.
j) Intangible assets
i. Goodwill
The goodwill value is tested annually by comparing the balance value to fair value recoverable from the cash-generating unit that, in this case is the operating subsidiary VRG. Management exercises considerable judgment to assess the impact of operating and macroeconomic changes in order to estimate the future cash flows and measure the recoverable amount of that asset. The assumptions adopted by the Company on the impairment tests are consistent with internal projections and operating plans. No impairment losses have been recorded until the present date.
ii. Airport operating rights
Airport operating rights were acquired as part of the acquisition of VRG and of Webjet, and were capitalized at fair value at the acquisition date and are not amortized. Those rights are considered to have an indefinite useful life due to several factors and considerations, including requirements and necessary permits to operate within Brazil and limited slot availability in the most important airports in terms of traffic volume. The carrying value of these rights is evaluated annually as to its recoverable amount or in case of changes in circumstances indicates that carrying values may not be recoverable. No impairment has been recorded to until the present date.
iii. Trademarks
VRG brand name was acquired as part of the VRG acquisition and was capitalized at fair value at the acquisition date. The brand name is considered to have an indefinite useful life and, therefore, this is not amortized due to several factors and considerations, including the brand awareness and market position, customer recognition and loyalty and the continued use of the VARIG brand name. The carrying value of these rights is evaluated annually as to its recoverable amount or in case of changes in circumstances indicates that carrying values may not be recoverable. No impairment has been recorded to until the present date.
F-21
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
iv. Software
Costs related to the acquisition or development of computer software that is separable from an item of related hardware is capitalized separately and amortized over a period not exceeding five years on a straight-line basis.
The carrying value of these intangibles is reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.
k) Deposits
Are represented by maintenance deposits for aircraft and engines, deposits in guarantee and collaterals of lease agreements and judicial deposits of contingent liabilities relating to labor, civil and tax claims.
Aircraft and engine maintenance deposits
The Maintenance deposits refer to payments made in US dollar by the Company to commercial lease companies to be used in future aircraft and engine maintenance work. Management performs regular reviews of the recovery of maintenance deposits and believes that the values reflected in the consolidated balance sheet are recoverable.
These deposits are used to pay for the maintenances performed, and might be reimbursed to the Company and its subsidiaries after termination of the contracts. Maintenance costs are capitalized or recorded in profit or loss when incurred, in accordance with the maintenance cost accounting policy. Certain lease agreements establish that the existing deposits, in excess of maintenance costs are not refundable. Such excess occur when the amounts previously used in maintenance services are lower than the amounts deposited. Any excess amounts retained by the lessor upon the lease contract termination date, which are not considered material, are recognized as additional aircraft lease expense.
During the second quarter ended June 30, 2011, the Company and its subsidiaries changed the classification of maintenance deposits from non-monetary to monetary asset, as the realization of these assets, since 2011 has become substantially through receipts of financial resources, according to the renegotiations conducted with the lessors. The exchange rate differences on payments, net of maintenance costs, are recognized as an expense in the financial result.
Additionally, the Company maintains agreements with some lessors to replace deposits by letters of credit, to enable the utilization of deposits to cover other disbursements related to lease agreements of its subsidiaries VRG and Webjet. Many of the aircraft lease agreements do not require maintenance deposits.
Deposits in guarantee and collaterals for lease agreements
The deposits in guarantee and collaterals are represented by amounts deposited to lessors of the lease monthly payments, as required at the inception of the lease agreements. The deposits in guarantee and collaterals are denominated in U.S. Dollars, do not bear interest and are reimbursable to the Company upon termination of the agreements.
l) Foreign currency transactions
The functional currency used for preparation and presentation of the financial statements of the Company and its subsidiaries is the Brazilian Real. Transactions in foreign currencies are recorded at the exchange rate prevailing at the time that transaction occur. Monetary assets and liabilities denominated in foreign currencies are subsequently calculated based on conversion the exchange rate at the balance sheet date and differences resulting from the currency calculated based on conversion are recognized in the statements of income.
F-22
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
m) Hedge accounting
The Company and its subsidiaries contract certain financial derivatives to hedge its risks, related to the changes in oil prices (fuel), foreign exchange rate and interest rate. The derivatives may be designated to hedge accounting, and if they are designated, are classified as fair value hedges or cash flow hedge.
For classification as hedge accounting, the derivative should protect against changes in the hedged fair value or cash flow. At the beginning of the hedge transaction, the Company and its subsidiaries document the relationship between the hedge instrument and the hedged item, including risk management goals, and if the transaction will be designated for hedge accounting.
The hedge accounting is prospectively discontinued when the Company and its subsidiaries revoke the hedge relationship, the hedging instrument either expires, is sold, terminated, exercised, or no longer is qualified for hedge accounting.
Fair value hedge
Changes in fair value of derivatives designated and qualified as fair value hedge are recognized in income. The changes in fair value of hedge instruments and hedge item attributable to the hedge risk are recognized in the income statement item related to the hedge item.
Cash flow hedge
The effective part of changes in fair value of derivatives that are designated as cash flow hedge is recognized in other comprehensive income and accumulated under the “Other Comprehensive Income” in shareholder’s equity. The gains or losses that are related to the ineffective portion are recognized immediately in financial result.
At the moment that the hedge item is recognized in the financial result, amounts previously recognized in other comprehensive income and accumulated in shareholder’s equity are reclassified to profit and loss under the same section of the income statement in which item is recognized.
If the hedge accounting is discontinued, any gains or losses recognized in other comprehensive income and accumulated in equity at that time remains in shareholder’s equity and are recognized when the forecasted transaction is finally recognized as financial result.. When the forecasted transaction is not expected anymore, the gains or losses accumulated in equity and deferred are recognized in the financial result immediately.
n) Share-based payments
The Company measures the fair value of equity-settled transactions with employees at the grant date using the appropriate valuation methods.
The fair value of options granted is recorded in the income statement during the period in which the right is acquired, based on estimates of the Company about granted options on what will aventually be acquired, with a corresponding increase in equity. At the end of each reporting period, the Company revises its estimates of the amount of equity instruments that will be acquired. The impact of the review in relation to original estimates, if any, is prospectively recognized in earnings of the period, so that the cumulative expense reflects the revised estimates with a corresponding adjustment to shareholder’s equity in the “Deferred Compensation” account reserve, which reported the benefits to employees.
F-23
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
o) Provisions
Provisions are recognized when the Company has a present obligation (legal or presumed) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset when the reimbursement is virtually certain.
The expense relating to any provision is presented in profit or loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Aircraft and engines´ return provision
For aircraft operating leases, the Company is contractually required to return the equipment in a predefined level of operational capability, for this reason it recognizes a provision based on the aircraft return costs as set forth in the agreement.
The aircraft´s return provisions costs are estimated based on expenditures incurred in aircraft reconfiguration (interior and exterior), license and technical certification, painting, and etc., according to return agreement clauses´.
The engines´ return provisions are estimated based on evaluation and minimum contractual conditions that the equipment should be returned to the lessor, considering not only the historical costs incurred, but also the equipment conditions at the evaluation moment.
Onerous contracts
Present obligations resulting from onerous contracts are recognized and measured as provisions. An onerous contract is entered into when unavoidable costs to meet the obligations assumed under the contract exceed the economic benefits that are expected to be received over the contract term.
The provision for onerous contracts refers to losses on operating lease agreements of out-of-service aircraft. The provision corresponds to the net amount between the present value of the installments of the respective leases and the expected revenue from the use of such aircraft through operation or subleases, where applicable. The assumptions used are estimates and the settlement of these transactions may result in amounts significantly different from those recorded.
Insurance provision
The Management keeps insurance coverage in amounts considered necessary to cover any claims, in view of the nature the Company’s assets and the risks inherent in its operating activities, with due heed being paid to the limits set in the lease agreements, in compliance with provisions of the Law nº 10744/03.
F-24
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Other provisions
Are substantially related to lawsuits and are provisioned for losses considered probable in management's judgment, related to labor, civil and tax matters, the last mentioned being presented under tax obligations line, in case of existence and legal obligation.
p) Revenue recognition
The passenger revenue is recognized when air transportation services are actually provided to the passenger. Tickets sold but not yet used are recognized as advance ticket sales, correspond to a deferred revenue from sold tickets to be transported in a future date, net of tickets that will expire in accordance with the Company´s (breakage) expectations, i.e., estimate of tickets that expire without being used based on historical data.
Breakage consists of the statistical calculation, on a historical basis, of unused, expired tickets, i.e., tickets not booked (passengers to be transported) that have a high probability of not flying. The Company periodically records adjusted deferred revenues based on tickets actually expired.
The balance of deferred revenue also refers to tickets booked again by passengers.
Revenues from cargo shipment are recognized when transportation is provided. Other revenues includes charter services, miles sales, onboard sales services, tickets exchange rates, and other additional services, and are recognized when the service is provided.
q) Mileage program
Since the acquisition of VRG, the Company operates a frequent flyer program, denominated Smiles (“Smiles Program”) which consists mainly of mileage credits earned by participants for use when travelling. The obligations assumed under the Smiles Program were valued at the acquisition date of VRG at estimated fair value which represents the estimated price the Company would pay to a third party to assume the obligation for miles expected to be redeemed under the Smiles Program.
The fair value of mileage credits, net of estimated non-use of miles (breakage) is determined by the weighted average according to (i) the average amount charged per seat by VRG to airlines that participate in the loyalty program divided by the amount of miles required to issue a ticket using miles and (ii) the average sale price of miles sold to airlines that participate in the loyalty program Smiles. This fair value is updated every six months.
Miles awarded are valued at fair value described above and the redeemed miles are writen-off to “advanced ticket sales” based on the weighted average of the balance of miles that had been deferred. Revenue is recognized when transport is provided, under passenger´s revenue item and the portion of revenue from miles´ sale over the fair value of miles is recognized as marketing revenue (as other income) when the transport is provided.
The Company’s policy is to cancel all miles contained in the accounts of customers after 3 years 11 months. The associated value for mileage credits estimated to be cancelled is recognized as revenue. The Company calculates the expiration estimate and non-use based on historical data. Future opportunities can significantly alter customer profile and the historical patterns. Such changes may result in material changes to the deferred revenue balance, as well as recognized revenues from that program.
F-25
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
r) Segment information
IFRS 8 require that operations by segment are identified based on internal reports which are regularly reviewed by decision makers in order to allocate resources to segments and assess their performance.
The Company’s operations are derived from its subsidiaries VRG and Webjet and consist in to provide air transportation services within South America and Caribbean, where it operates domestic and international flights. The Company’s Management performs the resources allocation in order to maximize the consolidated financial results. The major revenue earning assets of the Company are its aircraft, which are registered in Brazil. Other revenues primarily arises from cargo, Smiles mileage program, installment sales, excess baggage charges and cancellation fares, all directly attributable to air transportation services.
Based on the way the Company treats its business and the manner in which resource allocation decisions are made, the Company has only one operating segment for financial reporting purposes. The Company’s primary reporting segments comprise of net revenue by geographic segments as described in Note 23.
s) Income taxes
i. Current income tax
The provision for income tax and social contribution is based on taxable profit for the year. Taxable income differs from earnings presented in the income statement because it excludes the effects of Regime Tributário de Transição (RTT) revenues or expenses taxable or deductible in other years, and exclude items not taxable or not deductible permanently.
The provision for income tax and social contribution is calculated for each company based on the rates prevailing at the end of the year.
Current income tax relating to items recognized directly in equity is recognized in equity and not in profit or loss.
ii. Deferred income tax
Deferred income tax and social contribution are recognized on temporary differences at the end of each reporting period between the balances of assets and liabilities recognized in financial statements and tax bases used in the calculation of taxable income, including net tax losses, when applicable. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences, only when it is probable that the company will present future taxable income in an amount sufficient to bring such deductible temporary differences can be used.
The carrying amount of deferred income tax is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow tax credit to be utilized. Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are determined, considering tax rates and tax laws ratified or substantially ratified at balance sheet date and which expects to be applied when the respective asset is realized or the liability is settled.
F-26
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Deferred income tax and social contribution, assets and liabilities are compensated if there is a legal right and intention to offset them when calculating the current taxes, generally when related to the same taxable entity and the same taxation authority.
t) Main accounting estimates and assumptions adopted
The preparation of the financial statements requires management to make judgments assumptions and estimates that affect the application of the policies and the reported amounts of assets and liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and several other factors that are construed as reasonable according to the circumstances. Actual results could differ from those estimates. These assumptions are reviewed on a prospective basis. Revised accounting estimates are recognized in the period which the estimate is revised. The estimates and assumptions that have a significant risk of relevant adjustment to the carrying amount of assets and liabilities are discussed below.
i. Impairment of non-financial assets
The Company assesses if there are indications of impairment for all non-financial assets at every balance sheet date. The recoverable values of the cash-generating unit were determined using its value-in-use. The value-in-use is determined based on the assumption of discounted cash flows set by Management.
Other non-financial assets are tested for impairment when there are indications that their carrying amounts might not be recoverable.
ii. Impairment of available-for-sale financial assets
The Company classifies some financial assets as available for sale and recognized the changes in their fair values in shareholders’ equity. When the fair value drops, Management analyzes the decline in its value to determine if the economic loss must be recognized in the income statement. As of December 31, 2011, the Company did not have financial assets classified as available for sale.
iii. Income taxes
The Company believes that the tax positions taken are reasonable. However, it recognizes that the authorities may question the positions taken which may result in additional liabilities for taxes and interest. The Company recognizes provisions that involve considerable judgment of the management. The provision are reviewed and adjusted to account for changes in circumstances, such as lapsing of applicable statutes of limitations, conclusions of tax authorities, additional exposures based on identification of new issues or court decisions affecting a particular tax issue. Actual results can differ from estimates.
iv. Property, plant and equipment
At the end of the reporting period, the Company reviews the carrying amounts of its property, plant and equipment items to determine if there is any indication that they might be impaired. If such indication exists, the recoverable amount of the asset is estimated to measure the impairment loss.
u) Business combinations as from January 1, 2009
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the sum of the consideration transferred, based on the fair value on acquisition date. Costs directly attributable to the acquisition are accounted for as expense when incurred.
F-27
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The assets acquired and liabilities assumed were measured at fair, classified and allocated according to the contractual terms, economic circumstances and relevant conditions on the acquisition date.
Goodwill is measured as the excess of consideration transferred in relation to net assets acquired at fair value.
If the consideration is lower than the fair value of net assets acquired, the difference should be recognized as a gain in the income statement.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
v) New standards and interpretations issued and revised in 2011:
i. New standards, interpretations and revisions issued and adopted in 2011:
• IFRIC 13 ‐ "Customer Loyalty Programs" under which the meaning of “fair value” is clarified in the context of measurement of award credits in customer loyalty programs, is relevant and effective to the Company and its subsidiaries to the initial adoption in the financial year ended December 31, 2011. The application of the clarified guidance does not result in any impact on the financial position and results of operations since the Company was already considering the requirements of IFRIC 13 in measuring the fair value of its award credits.
• IFRIC 19, Extinction of financial liabilities with equity instruments - The interpretation clarifies the accounting by an entity when the terms of a financial liability are renegotiated and result in the issuance of equity instruments by the entity to an entity creditor to extinguish all or part of a financial liability (debt conversion). This requires that a gain or loss is recognized in income, which is measured as the difference between the carrying amount of financial liability and the fair value of equity instruments issued. If the fair value of financial instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of financial liability extinguished. Applicable as of July 1st,2010.
• IAS 32, Financial Instruments – The purpose of this standard is to establish principles for presenting financial instruments as liabilities or net value, and for offsetting between financial assets and financial liabilities. The principles in this Standard complement the principles for recognition and measurement of financial assets and financial liabilities in IAS 39 Financial Instruments: Recognition and Measurement, as well as the principles for disclosure of information about them in IFRS 7 Financial Instruments: disclosures. Applicable as of January 1st,2014.
• Amendment to IFRIC 14, IAS 19- The limit on a defined benefit assets, minimum funding requirements and their interaction – Removes unintended consequences arising from the treatment of pre-payments where there is a minimum funding requirement. The results in pre-payment of contributions in certain circumstances are recognized as an asset rather than an expense. This standard did not have any significant impact to the Company, considering its current operations. Applicable as of January 1st,2011.
• Amendment to IFRS 7, Financial Instruments: Transfers of financial assets – This amendment will promote transparency in the disclosure of transfer transactions and improve users’ understanding of the risk exposures relating to transfers of financial assets and the effect of those risks on an entity’s financial position, particularly those involving securitization of financial assets. This standard will affect future disclosures to the extent that any transfer of financial assets. Applicable as of July 1st,2011.
F-28
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
• Amendment to IAS 12, Income Taxes on deferred tax - IAS 12 ‐ "Income taxes", currently requires an entity to measure the deferred tax relating to an asset depending on whether the entity expects to recover the carrying amount of the asset through use or sale. However, for the “Investment Property” measured at fair value under IAS 40 existing principle, it can be difficult and subjective to assess whether the recovery will be through use or through sale. This amendment, therefore, introduces an exception to the existing principle to measure the deferred tax asset or liability on investment property measured at fair value. The amendment to IAS 12 resulted in the incorporation of SIC 21, “Income Taxes – Recovery of revalued non-depreciable assets”, will no longer apply to investment properties carried at fair value. The changes also incorporate into IAS 12 the remaining guidance previously contained in SIC 21, which is was removed. This standard should not have any significant impact to the Company, considering its current operations. Applicable as of July 1st,2011.
ii. New standards, amendments and interpretations issued in 2011 and apply in future years:
• Amendment to IAS 1, Financial Statement Presentation regarding to other comprehensive income – The main change resulting from these amendments was the requirement for entities to group items presented in other comprehensive income based on the possibility that they can or cannot be potentially reclassified to profit or loss subsequently (reclassification adjustments). The changes do not establish which items must be presented as other comprehensive income. The Company is evaluating the impact of this standard in their disclosures. Applicable as of July 1st,2012.
• IFRS 13, Fair value measurement, issued in May 2011. The objective of IFRS 13 is to improve consistency and reduce complexity of the fair value measurement, by providing a more precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS. The requirements, which are largely aligned between IFRS and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied when its use is already required or permitted by other standards within IFRS or US GAAP. The Company is in the process of assessing whether IFRS 13 will have any impact on the manner on how fair value is determined. The standard is applicable as ofJanuary 1st,2013.
• IFRS 12, Disclosures of interests in other entities – includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose participations and other off balance sheet interests. The Company is analyzing the additional disclosures which will be required by IFRS 12. The standard is applicable as of January 1st,2013.
• IFRS 11, Joint arrangements – issued in May 2011. The standard provides a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement rather than its legal form. There are two types of joint arrangement: (i) joint operations - arise when a joint operator has rights to the assets and contractual obligations and as a consequence registers his rights’ portion in assets, liabilities, revenue and expenses; and (ii) joint ventures - =arise when the joint operator has rights to the net assets of the arrangement and registers his investments by the equity equivalence method. Proportional consolidation method will no longer allowed in joint control. This standard is applicable as of January 1st,2013.
• IFRS 10, Consolidated Financial Statements – supports itself on existing principles, identifying the concept of control as a major factor in determining whether an entity should or not be included within the consolidated financial statements of the parent company. The standard provides additional guidance to the determination of control. This standard should not have any significant impact to the Company considering its current operations. This standard is applicable as of January 1st,2013.
F-29
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
• IFRS 9, Financial instruments – addresses the classification, measurement and recognition of financial assets and liabilities. IFRS 9 was issued in November 2009 and October 2010, and it replaces parts of IAS 39 related to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two categories: those measured at fair value and those measured at amortized cost. The determination is done at initial recognition. The basis of classification depends on the entity’s business model and the contractual characteristics of the financial instruments cash flow. Regarding to financial liabilities, the standard maintains most of the requirements established by IAS 39. This standard should not have any significant impact to the Company considering its current operations. This standard is applicable as of January 1st,2013.
• IAS 19, Employee benefits amended in June 2011. The main impacts of the changes are: (i) elimination of corridor approach, (ii) recognition of all actuarial gains and losses in other comprehensive incomes as they occur, (iii) immediately recognition of past service costs as profit and loss, and (iv) the replacement of the participation costs and expected return plan over assets by an amount of net participation, calculated thru applying a discount rate to the asset (liability) of the net defined benefit. This standard should not have any significant impact to the Company considering its current operations. This standard is applicable as of January 1st,2013.
There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
2.3 Restatement of the beginning balance - correction of error
In April of 2011, the Company concluded the implementation of the new revenue recognition module (ARACS) to complement the current reservations system - New Skies. In connection with this implementation, the Company has identified a difference at the deferred revenue balance in relation to the historical amounts recognized in the financial statements. The total quantified error, which was initially recognized in the profit or loss of the first quarter of 2011 as a reduction of revenue, amounted to R$56,760 (R$37,462 net of taxes), and was associated with the recognition of interline revenues.
The Company interline ticket sales represent sales from the Company to other airline entities under interline agreements. In accordance with these agreements an airline entity can use the Company´s reservation system to book domestic flights in Brazil by paying a predetermined contractual price. Before implementing the new system, interline deferred revenue was recognized in accordance with the contractual price. However, the recognition of passenger´s revenue was based on the spot ticket price. Consequently, the difference could represent either an overstatement or an understatement of revenues, depending on the difference between the contractual interline price and the spot price.
In 2008 the Company initiated the interline transactions and since then the volume of these transactions have been increasing year after year. However, due to certain system limitations of the reservation system related to the inability to reprocess historical data, the Company is unable to allocate this error to the periods which they have occurred, which are the years ended December 31, 2008, 2009 and 2010 and the first quarter of 2011. After the first quarter of 2011 this system deficiency has been remediated with the conclusion of the new revenue recognition system implementation.
After further considerations, the Company has concluded that the most appropriate way to reflect this adjustment was in the opening balance of the retained earnings as of January 1st, 2011, pursuant to paragraph 44 of CVM Deliberation 592/09 “Políticas Contábeis, Mudança de Estimativa e Retificação de Erro” and IAS 8, "Accounting Policies, Changes in Accounting Estimates and Errors”.
F-30
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The impacts of this adjustment to the quarterly financial statements are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous reported |
Restated |
Previous reported |
Restated |
Previous reported |
Restated | |||||
|
|
9 months ended on 09/30/2011 |
|
6 months ended on 06/30/2011 |
|
3 months ended on 03/31/2011 | ||||||
|
Passenger revenues |
4,658,245 |
|
4,715,005 |
|
3,025,673 |
|
3,082,433 |
|
1,647,088 |
|
1,703,848 |
|
Current Income Tax and Social Contribution expenses |
(2,888) |
|
(22,186) |
|
(308) |
|
(19,606) |
|
(4,102) |
|
(23,400) |
|
Net revenue (loss) of the period |
(843,269) |
|
(805,807) |
|
(326,769) |
|
(289,307) |
|
31,934 |
|
69,396 |
|
Earnings (losses) per share basic |
(3.12) |
|
(2.98) |
|
(1.20) |
|
(1.07) |
|
0.12 |
|
0.26 |
|
Earnings (losses) per share diluted |
(3.12) |
|
(2.98) |
|
(1.20) |
|
(1.07) |
|
0.12 |
|
0.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Cash and cash equivalents
|
|
Consolidated | ||
|
12/31/2011 |
12/31/2010 | ||
|
Cash and bank deposits |
157,452 |
194,493 | |
|
Cash equivalents |
1,072,835 |
1,761,365 | |
|
1,230,287 |
1,955,858 | ||
As of December 31, 2011, cash equivalents were represented by private bonds (CDBs - Bank Deposit Certificates), Government bonds (NTN - National Treasury Notes, LTN- National Treasury Bills, LFT – Treasury Financial Bills, “committed operations” and fixed-income funds, paid at post fixed rates ranging between 98.5% and 103.5% of the Interbank Deposit Certificate Rate (CDI).
The breakdown of cash equivalents balance is as follows:
|
| |||
|
|
Consolidated | ||
|
12/31/2011 |
12/31/2010 | ||
|
Bank deposit certificates (CDBs) |
284,911 |
678,253 | |
|
Government bonds (NTN, LTN and LFT) |
787,605 |
245,186 | |
|
Investment funds |
319 |
837,926 | |
|
1,072,835 |
1,761,365 | ||
These investments have high liquidity, are readily convertible into known amounts of cash, are subject to an insignificant risk of value changes and maturity of less than 90 days.
During the year ended December 31, 2011, the Company redeemed some of its private bonds and, through its investment strategy towards greater profitability, increased its position in government.
F-31
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
4. Restricted Cash
As of December 31, 2011, restricted cash in current assets was fully represented by the updated deposit made in a restricted account on August 8, 2011, relating to the acquisition of Webjet. See explanatory note 12.
The restricted cash in noncurrent assets in the amount of R$100,541 as of December 31, 2011 was represented by:
· margin deposits, in US dollar, bond to hedge transactions, subject to the overnight rate (average yield of 0.14% p.a.), in the amount of R$82,996 (on December 31, 2010, the margin deposits were redeemed and replaced by a letter of guarantee in the amount of R$100,000 which maturity was on September 2011).
· guarantee margin deposits bond to loans from the Banco Nacional de Desenvolvimento Econômico e Social (BNDES) applied in DI investment funds and yielding the weighted average rate of 98.5% of CDI, in the amount of R$8,591.
· deposits in guarantee, represented by a letter of guarantee with Safra Bank, in the amount of R$8,471.
· others in the amount of R$483.
On April 2011, the Company redeemed CDB with Santander Bank in the amount of R$25,000, which were guarantee to Banco de Desenvolvimento de Minas Gerais (BDMG), replaced by chattel mortgage of engines.
5. Short-term Investments
|
Consolidated | |||
|
12/31/11 |
12/31/10 | ||
|
Private Bonds |
12,071 |
- | |
|
Government Bonds |
124,400 |
- | |
|
Investment Funds |
872,597 |
2,816 | |
|
Foreign bank deposits |
- |
19,790 | |
|
1,009,068 |
22,606 | ||
Private bonds comprise of CDBs (“Bank Deposit Certificates”), with maturity until September 2013 and highly liquidity, paid at 102% of the CDI rate.
Public bonds comprise of LTN (National Treasury Bills), LTNO (prefixed National Treasury Bills) and NTN-B (indexed to IPCA), with immediate maturity paid at an variable average rate of 11.12% p.a..
Investment funds are represented primarily by government bonds LTN, LFT, NTN, CDBs and Debentures.
The foreign bank deposits (time deposits) were provisioned in its totality due to the loss on coverage value of the instrument.
During the year ended December 31, 2011, the Company redeemed some of its private bonds and, through its investment strategy aiming at higher profitability, increased its position in government bonds.
F-32
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
6. Trade and Other Receivables
|
|
Consolidated | ||
|
|
12/31/11 |
|
12/31/10 |
|
Local currency: |
|
|
|
|
Credit card administrators |
100,214 |
|
90,612 |
|
Travel agencies |
185,544 |
|
149,393 |
|
Installment sales |
47,189 |
|
51,253 |
|
Cargo agencies |
37,460 |
|
20,582 |
|
Airline partners companies |
17,031 |
|
16,608 |
|
Other |
35,077 |
27,491 | |
|
|
422,515 |
|
355,939 |
|
Foreign currency: |
|
|
|
|
Credit card administrators |
9,228 |
|
5,855 |
|
Travel agencies |
6,833 |
|
3,935 |
|
Cargo agencies |
301 |
|
141 |
|
|
16,362 |
|
9,931 |
|
|
438,877 |
|
365,870 |
|
|
|
|
|
|
Allowance for doubtful accounts |
(83,610) |
|
(60,127) |
|
|
355,267 |
|
305,743 |
|
Current |
354,134 |
|
303,054 |
|
Noncurrent (*) |
1,133 |
|
2,689 |
(*)The portion of noncurrent trade receivables is recorded in other receivables, in noncurrent assets, and corresponds to installment sales made under the Voe Fácil program, with maturity over 360 days.
Changes in the allowance for doubtful accounts are as follows:
|
|
Consolidated | ||
|
|
12/31/11 |
|
12/31/10 |
|
Balance at beginning of period |
(60,127) |
|
(52,399) |
|
Additions |
(35,849) |
|
(27,689) |
|
Additions from Webjet’s acquisition |
(3,376) |
|
- |
|
Unrecoverable amounts |
3,304 |
|
5,623 |
|
Recoveries |
12,438 |
|
14,338 |
|
Balance at the end of period |
(83,610) |
|
(60,127) |
The aging list of accounts receivable is as follows:
|
|
Consolidated | ||
|
|
12/31/11 |
|
12/31/10 |
|
Falling due (until 360 days) |
315,883 |
|
270,286 |
|
Falling due (after 360 days) |
1,133 |
|
2,689 |
|
Overdue until 30 days |
20,618 |
|
19,091 |
|
Overdue 31 to 60 days |
7,507 |
|
4,128 |
|
Overdue 61 to 90 days |
4,954 |
|
5,533 |
|
Overdue 91 to 180 days |
11,754 |
|
8,041 |
|
Overdue 181 to 360 days |
15,307 |
|
7,052 |
|
Overdue above 360 days |
61,721 |
|
49,050 |
|
|
438,877 |
|
365,870 |
The average collections period of installment sales is nine months and 5.99% interest is charged on the balance receivable, which is recognized as financial income. The average collection period of other receivables is 108 days.
F-33
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
As of December 31, 2011, accounts receivable from travel agencies in the minimum amount of R$16,000 (R$24,300 on December 31, 2010) and firm guarantees of 30% from accounts receivable with credit card administrators, are related to loan agreements guarantees with BNDES Bank.
Additionally, on December 31, 2011, 30% of the receivable amounts from credit card administrators are bound to guarantee the contract with Banco Safra, collected by the indirect subsidiary Webjet.
7. Inventories
|
|
Consolidated
| ||
|
|
12/31/11 |
|
12/31/10 |
|
|
|
|
|
|
Consumables |
20,148 |
|
16,702 |
|
Parts and maintenance materials |
127,080 |
|
117,740 |
|
Advances to suppliers |
12,725 |
|
43,725 |
|
Imports in progress |
1,612 |
|
1,885 |
|
Others |
7,658 |
|
7,942 |
|
Provision for obsolescence |
(18,200) |
|
(17,004) |
|
|
151,023 |
|
170,990 |
Changes in the allowance for inventory obsolescence are as follows:
|
|
Consolidated
| ||
|
|
12/31/2011 |
|
12/31/2010 |
|
Balance at beginning of the period |
(17,004) |
|
(8,602) |
|
Additions |
(52,233) |
|
(44,426) |
|
Additions from Webjet’s acquisition |
(13) |
|
- |
|
Write-offs |
51,050 |
|
36,024 |
|
Balance at end of period |
(18,200) |
|
(17,004) |
F-34
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
8. Deferred and Recoverable Taxes
|
|
Consolidated | ||
|
|
12/31/11 |
|
12/31/10 |
|
Recoverable taxes: |
|
|
|
|
Current assets |
|
|
|
|
ICMS (1) |
13,222 |
|
7,039 |
|
Prepaid IRPJ and CSSL (2) |
77,679 |
|
35,186 |
|
IRRF (3) |
16,584 |
|
8,548 |
|
PIS and COFINS (4) |
54,085 |
|
- |
|
Withholding tax of public institutions |
26,791 |
|
17,334 |
|
Value added tax – IVA (5) |
4,242 |
|
3,512 |
|
Income tax on imports |
17,740 |
|
15,805 |
|
Others |
2,655 |
|
719 |
|
Total recoverable taxes - current |
212,998 |
|
88,143 |
|
|
|
|
|
|
Deferred taxes: |
|
|
|
|
Non-current assets |
|
|
|
|
Tax losses |
427,167 |
|
340,055 |
|
Negative basis of social contribution |
153,780 |
|
122,420 |
|
Temporary differences |
|
|
|
|
Mileage program: |
97,483 |
|
70,603 |
|
Allowance for doubtful accounts and others |
62,317 |
|
47,315 |
|
Provision for loss on acquisition of VRG |
143,350 |
|
143,350 |
|
Provision for legal and tax liabilities |
57,151 |
|
44,556 |
|
Return of aircraft |
22,089 |
|
11,318 |
|
Derivative transactions not settled |
65,377 |
|
- |
|
Effects from Webjet’s acquisition |
7,086 |
|
- |
|
Others |
51,190 |
|
37,928 |
|
|
|
|
|
|
Total noncurrent deferred tax assets |
1,086,990 |
|
817,545 |
|
|
|
|
|
|
Noncurrent liabilities |
|
|
|
|
Temporary differences |
|
|
|
|
Brands |
21,457 |
|
21,457 |
|
Flight rights |
353,226 |
|
190,686 |
|
Maintenance depots |
101,630 |
|
155,266 |
|
Depreciation of engines and parts for aircraft maintenance |
140,677 |
|
115,098 |
|
Reversal of goodwill amortization |
76,596 |
|
51,064 |
|
Derivative transactions not settled |
28,525 |
|
5,454 |
|
Leasing of aircraft |
26,902 |
|
94,950 |
|
Other |
14,692 |
|
8,210 |
|
Total noncurrent deferred tax liabilities |
763,705 |
|
642,185 |
|
(1) ICMS: State tax on sales of goods and services. (2) IRPJ: Brazilian federal income tax on taxable income. CSLL: social contribution on taxable income, created to sponsor social programs and funds. (3) IRRF: withholding income tax levied on certain domestic transactions, such as payment of fees to some service providers, payment of salaries, and financial income from bank investments. (4) PIS/COFINS: Contributions to Social Integration Program (PIS) and Contribution for the Financing of Social Security (COFINS) (5) IVA: Value added tax on sales of goods and services abroad. | |||
During the fourth quarter of 2011 the subsidiary VRG reviewed the criteria adopted to calculate PIS and COFINS. By changing the taxation regime, and the percentage of proportionality obtained on income subject to cumulative and noncumulative taxation applied to costs and expenses entitled to credit and taxes overpaid and/or shortcomings in previous periods, recognized a credit of R$52,334, being R$34,608 as reducing fuel costs and other services entitled to credit, R$21,739 reducing PIS and COFINS expenses on revenues and R$4,013 of interest costs and fine.
The Company and its subsidiary VRG have tax losses and negative basis of social contribution on calculation of taxable income, to be offset against 30% of annual taxable income, which can be carried forward indefinitely, in the following amounts:
|
|
Direct (VRG) and indirect subsidiary (Webjet) | ||
|
|
2011 |
|
2010 |
|
Tax losses |
1,887,267 |
|
1,299,555 |
|
Negative basis of social contribution |
1,887,267 |
|
1,299,555 |
Tax credits arising from tax loss carryforwards and negative basis of social contribution were recorded based on the expected generation of future taxable income of the Company and its subsidiaries, as prescribed by tax laws.
Projected future taxable income for the utilization of tax loss carryforwards and negative basis of social contribution, technically prepared and supported based on business plans and approved by the Board of Directors, indicates the existence of sufficient taxable income for the realization of the recognized deferred tax assets.
F-35
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
GLAI, its subsidiary VRG and its indirect subsidiary Webjet, have a total tax credits amount of R$729,482, however, they recognized an allowance for loss of R$148,535 for credits that have no perspective of realization in an immediate future.
Management considers that the deferred tax assets arising from temporary differences will be realized proportionally to the realization of provisions and final outcometure events.
|
|
|
Consolidated | ||||
|
|
|
2011 |
|
2010 |
|
2009 |
|
Income (loss) before income tax and social contribution |
|
(1,000,418) |
|
386,496 |
|
756,136 |
|
Combined tax rate |
|
34% |
|
34% |
|
34% |
|
Income tax at combined tax rate |
|
340,141 |
|
(131,409) |
|
(257,086) |
|
Adjustments to calculate the effective tax rate: |
|
|
|
|
|
|
|
Equity in subsidiaries |
|
- |
|
- |
|
- |
|
Nondeductible income from subsidiaries |
|
(47,522) |
|
(26,283) |
|
3,796 |
|
Income tax on permanent differences |
|
20,117 |
|
(6,673) |
|
(10,076) |
|
Nondeductible expenses (nontaxable income) |
|
(39,878) |
|
(19,484) |
|
(22,970) |
|
Exchange differences on foreign investments |
|
(48,396) |
|
(61) |
|
(104,934) |
|
Income tax and social contribution expenses on tax losses and negative basis not recognized of previous periods |
|
24,418 |
|
11,611 |
|
270,158 |
|
Income (expense) of tax and social contribution
|
|
248,880 |
|
(172,299) |
|
134,696 |
|
|
|
|
|
|
|
|
|
Current income tax and social contribution |
|
(5,791) |
|
(53,855) |
|
(609) |
|
Deferred income tax and social contribution |
|
254,671 |
|
(118,444) |
|
135,305 |
|
|
|
248,880 |
|
(172,299) |
|
134,696 |
9. Prepaid Expenses
|
|
Consolidated | ||
|
|
12/31/11 |
|
12/31/10 |
|
Deferred losses from sale-leaseback transactions (a) |
54,201 |
|
63,574 |
|
Prepayments of hedge premium |
11,572 |
|
23,334 |
|
Lease prepayments |
30,382 |
|
33,322 |
|
Insurance prepayments |
22,775 |
|
27,860 |
|
Prepaid commissions |
13,020 |
|
16,628 |
|
Others |
6,811 |
|
5,665 |
|
|
138,761 |
|
170,383 |
|
|
|
|
|
|
Current |
93,797 |
|
116,182 |
|
Noncurrent |
44,964 |
|
54,201 |
(a) During the accounting periods of 2007, 2008, and 2009, the Company recorded losses on sale-leaseback transactions performed by its subsidiary GAC Inc. relating to 9 aircraft in the amount of R$89,337. These losses are being deferred and amortized proportionally to the payments of the respective lease contracts during the contractual term of 120 months. Further information related to the sale-leaseback transactions are described in explanatory Note 25 b.
F-36
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
10. Deposits
Maintenance deposits
The Company and its subsidiaries VRG and Webjet made deposits in US dollars for maintenance of aircraft and engines that will be invested in future events as set forth in some finance lease contracts.
The maintenance deposits do not exempt the Company and its subsidiaries, as lessee, neither from the contractual obligations relating to the maintenance of the aircraft nor from the risk associated with maintenance activities. The Company and its subsidiaries hold the right to select any the maintenance service providers or to perform such services internally.
Based on the regular analysis of deposit recovery, management believes that the amounts reported in the consolidated balance sheet are recoverable and there are no indications of impairment of maintenance deposits, whose balances as of December 31, 2011 classified in current and noncurrent assets amount to R$35,082 and R$323,062, respectively (R$456,666 in noncurrent assets as of December 31, 2010).
Deposits in guarantee for lease agreements
As required by the lease agreements, the Company and its subsidiaries hold guarantee deposits in US dollars on behalf of the leasing companies, who’s fully refund occurs upon the contract expiration date. As of December 31, 2011, the balance of guarantee deposits for lease agreements, classified in noncurrent assets, is R$96,983 (R$127,963 as of December 31, 2010).
Escrow deposits
Escrow deposits represent guarantees in legal proceedings related to tax, civil and labor nature, deposited in escrow until the resolution of the related claims, paid at SELIC tax. The balances of escrow deposits as of December 31, 2011, recorded in noncurrent assets totaled R$175,472 (R$130,748 as of December 31, 2010).
11. Transactions with related parties
Graphic, consulting and transportation services
The subsidiary VRG holds contract with the related party Breda Transportes e Serviços S.A. for passenger and luggage transportation services between airports, and transportation of employees, maturating on May 31, 2012, renewable every 12 months for additional equal terms through an amendment instrument signed by the parties, annually adjusted based on the General Market Price Index (IGP-M) fluctuation.
The subsidiary VRG also holds contracts with the related parties Expresso União Ltda. and Serviços Gráficos Ltda., for employee transportation and graphic services, maturating on September 16, 2012 and February 18, 2012, respectively.
The subsidiary VRG also holds contracts for the operation of the Gollog franchise through the related party União Transporte de Encomendas e Comércio de Veículos Ltda., with 60-month maturity term.
The subsidiary VRG also holds contracts with related party Vaud Participações S.A. to provide executive administration and management services, with two year term beginning on October 2010.
F-37
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
During the period ended December 31, 2011, VRG recognized total expenses related to these services of R$11,101 (R$8,621 as of December 31, 2010). All the entities referred above belong to the same economic group.
Property lease
VRG is the lessee of the property located at Rua Tamoios, 246, São Paulo, SP, owned by Patrimony Administradora de Bens, controlled by Comporte Participações S.A., a company owned by the same shareholder of the Company, whose contract expires on April 4, 2012. The contract includes an annual adjustment clause, based on the IGP-M. During the period ended December 31, 2011 a VRG recognized total expenses related to this lease of R$559 (R$361 as of December 31, 2010).
Commercial Agreement with Unidas Rent a Car
On December 31 2011, VRG remained in a commercial agreement with Unidas Rent a Car, a Brazilian company that provides car rentals to its customers at a 50% discount on daily rates of rent, when buying tickets for flights operated by VRG controlled through its website, signed in May 2009. This contract came to be dismissed as a related party on June 20, 2011 with the termination of Mr. Alvaro de Souza, president of the Board of GLAI, as a board member of United Rent a Car.
Contracts Account Opening UATP (Universal Air Transportation Plan) to Grant Credit Limit
On September 2011, subsidiary VRG entered into agreements with related parties Pássaro Azul Taxi Aéreo Ltda. and Viação Piracicabana Ltda. The purpose of the agreement is the issuance of UATP (Universal Air Transportation Plan) accounts, where VRG issued credits to related parties in the amounts of R$20 and R$40, respectively, to be used in the UATP system. Such system can be used to pay domestic and international air services to all members. VRG uses the UATP system, which is operated and maintained by the international air sector, and seeks to simplify billing and facilitate the payment of air travels and other related services.
Trade payables – current liabilities
As of December 31, 2011, balances payable to related companies amounting to R$1,198 (R$230 and R$688 on December 31, 2010 and 2009 respectively) are included in the balance of accounts payables and substantially refers to the payment to Breda Transportes e Serviços S.A. for passenger transportation services.
Key management personnel payments
|
|
12/31/2011 |
|
12/31/2010 |
|
12/31/2009 |
|
Salaries and benefits |
15,260 |
|
22,516 |
|
13,228 |
|
Related taxes |
5,569 |
|
6,833 |
|
4,111 |
|
Share-based payments |
17,760 |
|
24,743 |
|
3,430 |
|
Total |
38,589 |
|
54,092 |
|
20,769 |
As of December 31, 2011, the Company did not offer postemployment benefits, and there are no severance benefits or other long-term benefits for the Management or other employees.
F-38
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Share-based payments
The Company’s Board of Directors within the scope of its functions and in conformity with the Company’s Stock Option Plan, approved the grant of preferred stock options to the Company’s management and key senior executive officers. For grants through 2009, the options vest at a rate of 20% per year, and can be exercised within up to 10 years after the grant date.
Due to changes in the Company's Stock Option Plan, approved at the Annual Shareholders’ Meeting held on April 30, 2010, for plans granted beginning 2010, 20% of the options become vested as from the first year, an additional 30% as from the second, and the remaining 50% as from the third year. The options under these plans may also be exercised within 10 years after the grant date.
The fair value of stock options was estimated on the grant date using the Black-Scholes option pricing model.
The date of the Board of Directors’ meetings and the assumptions utilized in the Black-Scholes option pricing model are as follows:
|
|
Stock option plans | ||||||||||||
|
|
2005 |
|
2006 |
|
2007 |
|
2008 |
|
2009 (a) |
|
2010 (b) |
|
2011 |
|
Board of Directors’ meeting date |
December 9, 2004 |
|
January 2, 2006 |
|
December 31, 2006 |
|
December 20, 2007 |
|
February 4, 2009 |
|
February 2, 2010 |
|
December 20, 2010 |
|
Total options granted |
87,418 |
|
99,816 |
|
113,379 |
|
190,296 |
|
1,142,473 |
|
2,774,640 |
|
2,722,444 |
|
Option strike price |
33.06 |
|
47.30 |
|
65.85 |
|
45.46 |
|
10.52 |
|
20.65 |
|
27.83 |
|
Average fair value of the option on the grant date |
29.22 |
|
51.68 |
|
46.61 |
|
29.27 |
|
8.53 |
|
16.81 |
|
16.01(c) |
|
Estimated volatility of the share price |
32.52% |
|
39.87% |
|
46.54% |
|
40.95% |
|
76.91% |
|
77.95% |
|
44.55% |
|
Expected dividend |
0.84% |
|
0.93% |
|
0.98% |
|
0.86% |
|
- |
|
2.73% |
|
0.47% |
|
Risk-free return rate |
17.23% |
|
18.00% |
|
13.19% |
|
11.18% |
|
12.66% |
|
8.65% |
|
10.25% |
|
Option term (years) |
10 |
|
10 |
|
10 |
|
10 |
|
10 |
|
10 |
|
10 |
(a) In April 2010 additional options were granted, totaling 216,673 in addition to those approved by the 2009 plan.
(b) In April 2010 additional options were approved totaling 101,894, referring to the 2010 plan.
(c) The calculated fair the value for 2011 plan was 16.92, 16.11, and 15.17 for the related vesting periods (2011, 2012, and 2013).
Changes in the stock options as of December 31, 2011 are as follows:
|
|
Stock options |
|
Weighted average strike price |
|
Outstanding options as of December 31, 2010 |
3,476,684 |
|
20.56 |
|
Granted |
2,722,444 |
|
16.07 |
|
Vested |
(49,836) |
|
15.10 |
|
Adjustment on forfeited rights estimate |
(1,528,100) |
|
22.25 |
|
Outstanding options as of December 31, 2011 |
4,621,192 |
|
24.34 |
|
|
|
|
|
|
Number of options to be vested as of December 31, 2010 |
955,975 |
|
22.88 |
|
Number of options to be vested as of December 31, 2011 |
1,784,759 |
|
23.89 |
The strike price range and the average maturity of outstanding options, as well as the strike price range for the exercisable options as of December 31, 2011, are summarized below:
F-39
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
|
Outstanding options |
|
Options exercisable | ||||
|
Strike price range |
Outstanding options |
Remaining weighted average maturity in years |
Average strike price |
|
Options exercisable |
Average strike price |
|
33.06 |
31,222 |
4 |
33.06 |
|
31,222 |
33.06 |
|
47.30 |
37,960 |
5 |
47.30 |
|
37,960 |
47.30 |
|
65.85 |
38,199 |
6 |
65.85 |
|
38,199 |
65.85 |
|
45.46 |
89,243 |
7 |
45.46 |
|
71,394 |
45.46 |
|
10.52 |
360,842 |
8 |
10.52 |
|
216,505 |
10.52 |
|
20.65 |
1,922,446 |
9 |
20.65 |
|
961,223 |
20.65 |
|
27.83 |
2,141,280 |
10 |
27.83 |
|
428,256 |
27.83 |
|
10.52-65.85 |
4,621,192 |
9.26 |
24.34 |
|
1,784,759 |
23.89 |
For the period ended December31, 2011, the Company recognized in shareholders’ equity an result with stock options in the amount of R$24,875 (R$24,743 for the period ended December 31, 2010), being the expense disclosed in the consolidated income statements as personnel expenses.
12. Business Combination
On October 3, 2011, the Company, through its subsidiary VRG, acquired the total capital of Webjet, an airline headquartered in the city of Rio de Janeiro, engaged in passenger air transportation, with a fleet of twenty-four Boeing 737-300 and operating in 16 Brazilian cities, which carries approximately 1,000 weekly flights, by the adjusted price of R$43,443.
On February 27, 2011, after the audit conclusion of the closing balance sheet at the acquisition date, the provisional price of R$70,000 was reduced by R$26,557 and adjusted as provided in the contract to R$43,443. The amount of R$7,000 updated and deposited in blocked account will be released to the Company, and the amount of R$19,557, already transferred to the former controlling shareholders of Webjet by way of consideration, was recorded as other credits due to the agreement between the parties to give the Company the right to recover the greater part of the consideration determined under specific contractual conditions.
Webjet’s acquisition aims to strengthen the Company's performance in the domestic market, increasing its presence in main Brazilian airports, including Guarulhos and Santos Dumont airport to provide services to the growing middle class, continuing its mission of making air transportation more affordable and operating as one of the leading companies in the low-cost aviation sector.
The transaction is being analyzed by the Administrative Council for Economic Defense ("CADE") and until it is approved, the two companies will continue to operate as separate entities.
The provisional fair value of assets acquired and liabilities assumed identifiable by the date of acquisition on October 3, 2011, are as follows:
F-40
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
|
|
Opening Balance |
Adjustment |
Adjusted Opening | ||
|
10/03/2011 |
Balance | ||||
|
|
10/03/2011 | ||||
|
ASSETS |
|
|
|
|
|
|
Cash and cash equivalents |
9,556 |
|
- |
|
9,556 |
|
Trade and other receivables |
159,403 |
|
- |
|
159,403 |
|
Inventories (i) |
6,696 |
|
(3,061) |
|
3,635 |
|
Deposits |
65,204 |
|
- |
|
65,204 |
|
Prepaid expenses |
9,197 |
|
- |
|
9,197 |
|
Taxes recoverable |
10,211 |
|
- |
|
10,211 |
|
Other |
1,607 |
|
- |
|
1,607 |
|
Deferred income tax |
- |
|
7,086 |
|
7,086 |
|
Property, plant and equipment (i) |
71,592 |
|
(4,624) |
|
66,968 |
|
Intangible assets (ii) |
209 |
|
478,057 |
|
478,266 |
|
|
333,675 |
|
477,458 |
|
811,133 |
|
|
|
|
|
| |
|
LIABILITIES |
|
|
|
|
|
|
Short and long term debt |
224,403 |
|
- |
|
224,403 |
|
Trade payables |
74,064 |
|
- |
|
74,064 |
|
Payroll |
21,791 |
|
- |
|
21,791 |
|
Tax obligations |
5,101 |
|
- |
|
5,101 |
|
Tax and landing fees |
25,796 |
|
- |
|
25,796 |
|
Advance ticket sales |
92,154 |
|
- |
|
92,154 |
|
Provisions (iii) |
39,662 |
|
13,158 |
|
52,820 |
|
Other current liabilities |
18,349 |
|
- |
|
18,349 |
|
Deferred taxes |
- |
|
162,539 |
|
162,539 |
|
Lawsuits (iv) |
2,245 |
|
- |
|
2,245 |
|
|
503,565 |
|
175,697 |
|
679,262 |
|
Net assets acquired from Webjet |
|
|
|
|
131,871 |
|
(-)Adjusted purchase price |
|
|
|
|
(43,443) |
|
Gain on bargain purchase |
|
|
|
|
88,428 |
(i) The fair value of inventories and property, plant and equipment were appraised by experts. They prepared an inventory of aircrafts, rotable, reparable and consumable items and evaluated individually each item according to its physical conditions of use.
(ii) The Company recognized the fair value of operating rights at Guarulhos in Sao Paulo (22 flight operating rights) and Santos Dumont in Rio de Janeiro (14 flight operating rights) under the heading intangible. These rights were evaluated based on discounted future cash flows of the acquired intangibles. Other intangible assets such as trade names, non-competition agreements, customers list and other were analyzed and did not qualify for recognition, as defined in accounting standards.
(iii) The fair value of operating leases presented unfavorable conditions, which resulted in the recognition of onerous contracts on a provisional basis, which can occur at the time of negotiation of the aircraft returns.
(iv) The Company has not obtained all necessary information to reliably measure the fair value of contingent liabilities of the acquired Company, for which it has contractual guarantees of former shareholders without limiting values for a period of five years.
The acquisition of the indirect subsidiary was accounted by the acquisition method in accordance with IFRS 3R, and the gain on bargain purchase of R$88,428 was recorded in the income statement for the year under other operating revenues (expenses), not taxable because is related to permanent difference, according with the Brazilian Transition Tax Regime (Regime Tributário de Transição – RTT).
Administration expects to finalize the valuation of certain assets, including intangible assets and liabilities, as well as the effect of taxes deferred until October 2, 2012.
The gain on bargain purchase generated by the purchase is related to the recognition of the intangible assets value not recorded on the books of acquired, represented by the rights of Guarulhos and Santos Dumont airports usage, which are the busiest airports in the country, and whose value is a consequence of the significant demand growth and the flow of domestic passengers in the next years, coupled with the Administration expectation for recovery of operation profitability at those airports.
F-41
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Since the acquisition until December 31, 2011, the Company's results were impacted by R$ 28,092 for the Webjet’s operational losses.
Transaction costs, totaling R$2,362, were treated as an expense and included under other operating expenses in the income statement for the year ended December 31, 2011.
13. Earnings or Loss per Share
Although there are differences between common and preferred shares in terms of voting rights and priority in case of liquidation, the Company’s preferred shares are not entitled to receive any fixed dividends. Rather, preferred shareholders are entitled to receive dividends per share in the same amount of the dividends per share paid to common shareholders. Therefore, the Company understands that, substantially, there is no difference between preferred shares and common shares, and, accordingly, basic and diluted earnings or loss per share are calculated equally for both shares.
Consequently, basic earnings or loss per share are computed by dividing income or losses by the weighted average number of all classes of shares outstanding during the period. Diluted earnings or loss per share are computed including stock options granted to key management and employees using the treasury stock method when the effect is dilutive. The antidilutive effect of all potential shares is disregarded in calculating diluted earnings or loss per share.
|
|
Consolidated | ||||
|
|
12/31/11 |
|
12/31/10 |
|
12/31/09 |
|
Numerator |
|
|
|
|
|
|
Income (loss) for the period |
(751,538) |
|
214,197 |
|
890,832 |
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
Weighted average number of outstanding shares (in thousands) |
270,376 |
|
268,564 |
|
227,472 |
|
|
|
|
|
|
|
|
Effect of dilutive securities |
|
|
|
|
|
|
Stock Option Plan (in thousands) |
- |
|
390 |
|
111 |
|
|
|
|
|
|
|
|
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) |
270,376 |
|
268,954 |
|
227,583 |
|
|
|
|
|
|
|
|
Basic earnings (loss) per share |
(2.780) |
|
0.798 |
|
3.916 |
|
Diluted earnings (loss) per share |
(2.780) |
|
0.796 |
|
3.914 |
As of December 31, 2011, diluted earnings or loss per share are calculated by considering the instruments that may have a potential dilutive effect in the future. As of December 31, 2011, the strike price of vested stock options under the 2009 and 2010 plans are lower than the average market quotation for the period (in-the-money). The 2009 plan is in-the-money even when the vesting stock options expenses are included in the strike price of the expenses that will be incurred, of the “vesting” option. However, due to the loss reported for period ended on December 31, 2011, these shares have anti-dilutive effect and, therefore, are not considered in the total number of outstanding shares.
F-42
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
14. Property, Plant and Equipment
|
|
12/31/11 |
|
12/31/10 | ||||||
|
|
Weighted annual depreciation rate |
|
Cost |
|
Accumulated depreciation |
|
Net amount |
|
Net amount |
|
Flight equipment |
|
|
|
|
|
|
|
|
|
|
Aircraft under finance leases |
4% |
|
2,924,407 |
|
(547,173) |
|
2,377,234 |
|
2,210,433 |
|
Sets of replacement parts and spare engines |
4% |
|
909,236 |
|
(176,141) |
|
733,095 |
|
649,758 |
|
Aircraft reconfigurations / overhauling |
30% |
|
474,668 |
|
(221,013) |
|
253,655 |
|
86,992 |
|
Aircraft and safety equipment |
20% |
|
1,693 |
|
(871) |
|
822 |
|
601 |
|
Tools |
10% |
|
25,992 |
|
(7,605) |
|
18,387 |
|
14,465 |
|
|
|
|
4,335,996 |
|
(952,803) |
|
3,383,193 |
|
2,962,249 |
|
Impairment losses (a) |
- |
|
(50,653) |
|
- |
|
(50,653) |
|
- |
|
|
|
|
4,285,343 |
|
(952,803) |
|
3,332,540 |
|
2,962,249 |
|
Property, plant and equipment in use |
|
|
|
|
|
|
|
|
|
|
Vehicles |
20% |
|
9,855 |
|
(6,886) |
|
2,969 |
|
3,309 |
|
Machinery and equipment |
10% |
|
43,213 |
|
(11,640) |
|
31,573 |
|
15,744 |
|
Furniture and fixtures |
10% |
|
19,697 |
|
(9,374) |
|
10,323 |
|
10,696 |
|
Computers and peripherals |
20% |
|
43,250 |
|
(27,538) |
|
15,712 |
|
14,354 |
|
Communication equipment |
10% |
|
2,785 |
|
(1,451) |
|
1,334 |
|
1,517 |
|
Facilities |
10% |
|
4,501 |
|
(2,647) |
|
1,854 |
|
2,192 |
|
Maintenance center – Confins |
7% |
|
105,971 |
|
(13,924) |
|
92,047 |
|
93,160 |
|
Leasehold improvements |
20% |
|
34,182 |
|
(19,067) |
|
15,115 |
|
18,540 |
|
Construction in progress |
- |
|
21,936 |
|
- |
|
21,936 |
|
15,546 |
|
|
|
|
285,390 |
|
(92,527) |
|
192,863 |
|
175,058 |
|
|
|
|
4,570,733 |
|
(1,045,330) |
|
3,525,403 |
|
3,137,307 |
|
Advances for acquisition of aircraft |
- |
|
365,067 |
|
- |
|
365,067 |
|
323,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,935,800 |
|
(1,045,330) |
|
3,890,470 |
|
3,460,968 |
a) In 2011, the Company recognized an amount of R$50,653 of impairment of fixed assets as follows:
In VRG was recognized a total of R$23,250, divided into: (i) provision for aircraft under lease (PR-VAC) of R$5,582, (ii) items rotable on 737-300 fleet and financial 767-300 fleet totaling R$17,668.
In Webjet recognized a total of R$ 27,403, being (i) R$4,624 of fair value of rotable aircraft items recognized at the acquisition date and (ii) R$22,779 resulting from impairment of its own aircraft WJA, WJF, WJH, WJI, WJJ and WJK and obsolete parts.
Changes in property, plant and equipment balances are as follows:
F-43
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
|
|
Property, plant and equipment under finance lease |
|
Others flight equipment (a) |
|
Advances for acquisition of property, plant and equipment |
|
Others |
|
Total |
|
As of December 31, 2009 |
2,021,083 |
|
601,164 |
|
538,898 |
|
164,568 |
|
3,325,713 |
|
Additions |
381,078 |
|
200,543 |
|
293,239 |
|
29,926 |
|
904,786 |
|
Disposals |
- |
|
(2,740) |
|
(508,476) |
|
(297) |
|
(511,513) |
|
Depreciation |
(191,728) |
|
(47,151) |
|
- |
|
(19,139) |
|
(258,018) |
|
As of December 31, 2010 |
2,210,433 |
|
751,816 |
|
323,661 |
|
175,058 |
|
3,460,968 |
|
Additions from Webjet’s acquisition (note 12) |
- |
|
65,328 |
|
- |
|
6,264 |
|
71,592 |
|
Additions |
371,262 |
|
300,915 |
|
273,984 |
|
38,576 |
|
984,737 |
|
Disposals |
- |
|
(3,383) |
|
(232,578) |
|
(5,132) |
|
(241,093) |
|
Depreciation |
(204,461) |
|
(136,120) |
|
- |
|
(21,903) |
|
(362,484) |
|
Impairment losses |
- |
|
(23,250) |
|
- |
|
- |
|
(23,250) |
|
As of December 31, 2011 |
2,377,234 |
|
955,306 |
|
365,067 |
|
192,863 |
|
3,890,470 |
(a) Additions in 2011 primarily represent total estimated costs to be incurred relating to the reconfiguration of aircraft when returned and improvement costs relating to major overhauled of engine under operating lease.
15. Intangible assets
|
|
Goodwill (a) |
|
Trademarks |
|
Airport operating licenses |
|
Software |
|
Total |
|
Balance as of December 31, 2009 |
542,302 |
|
63,109 |
|
560,842 |
|
65,532 |
|
1,231,785 |
|
Additions |
- |
|
- |
|
- |
|
58,512 |
|
58,512 |
|
Amortization |
- |
|
- |
|
- |
|
(23,120) |
|
(23,120) |
|
Balance as of December 31, 2010 |
542,302 |
|
63,109 |
|
560,842 |
|
100,924 |
|
1,267,177 |
|
Additions from Webjet’s acquisition |
|
|
|
|
|
|
209 |
|
209 |
|
Additions |
- |
|
- |
|
- |
|
73,597 |
|
73,597 |
|
Disposals |
- |
|
- |
|
- |
|
(8,936) |
|
(8,936) |
|
Amortization |
- |
|
- |
|
- |
|
(26,149) |
|
(26,149) |
|
Provisional fair value from Webjet’s acquisition (note 12) |
- |
|
- |
|
478,058 |
|
- |
|
478,058 |
|
Balance at December 31, 2011 |
542,302 |
|
63,109 |
|
1,038,900 |
|
139,646 |
|
1,783,957 |
(a) The goodwill arises from the acquisition of subsidiary VRG on April 9, 2007.
The Company has allocated goodwill for future earnings, trademarks and airport operating licenses, with indefinite useful life, upon the acquisition of VRG on April 9, 2007 and Webjet on October 3, 2011, which are annually tested for impairment considering the operations of the subsidiaries as single cash-generating unit. The recoverable amount of these assets has been tested for the date of December 31, 2011 and was not identified impairment losses for these assets.
The Company implemented a new mileage control system in the quarter ended March 31, 2011 and, consequently, reduced the unamortized remaining balance in the former system, in the amount of R$7,175.
F-44
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
16. Short and Long-term Debt
|
|
|||||||
| Effective average interest rate (p.a.) |
|||||||
|
Maturity |
12/31/2011 |
12/31/2011 |
12/31/2010 | ||||
|
Short-term debt: |
|
||||||
|
Local currency: |
|||||||
|
Debentures IV |
Sep, 2015 |
12.95% |
595,160 |
- | |||
|
Debentures V |
Jun, 2017 |
13.18% |
493,284 |
- | |||
|
BNDES loan Safra |
Oct, 2014 |
11.50% |
29,956 |
27,550 | |||
|
Santander |
Oct, 2012 |
11.63% |
40,676 |
- | |||
|
Citibank |
Dec, 2012 |
11.33% |
19,401 |
- | |||
|
BNDES |
Jul, 2012 |
8.66% |
8,372 |
14,352 | |||
|
BDMG |
Mar, 2018 |
8.05% |
3,600 |
3,376 | |||
|
Industrial CDB |
Mar, 2012 |
11.58% |
1,250 |
- | |||
|
Interests |
23,421 |
19,721 | |||||
|
1,215,120 |
64,999 | ||||||
|
Foreign currency |
|||||||
|
(in U.S. Dollars): |
|||||||
|
Working Capital |
Mar, 2012 |
12.95% |
95,894 |
83,803 | |||
|
IFC |
Jul, 2013 |
4.54% |
31,264 |
13,885 | |||
|
FINIMP |
Sep,2012 |
2.69% |
3,127 |
2,718 | |||
|
Aeroturbine |
Dec,2012 |
- |
4,579 |
- | |||
|
Interests |
40,701 |
33,969 | |||||
|
175,565 |
134,375 | ||||||
|
1,390,685 |
199,374 | ||||||
|
Finance lease |
Dec, 2021 |
161,755 |
146,634 | ||||
|
Total long-term debt |
1,552,440 |
346,008 | |||||
|
Long-term debt: |
|||||||
|
Local currency: |
|||||||
|
Debentures IV |
Sep, 2015 |
12.95% |
- |
593,870 | |||
|
Safra |
Dec,2015 |
14.50% |
196,000 |
- | |||
|
BNDES – Loan Safra |
Out, 2014 |
11.50% |
42,837 |
70,934 | |||
|
BDMG |
Mar, 2018 |
8.05% |
25,851 |
27,332 | |||
|
BNDES |
Jul, 2012 |
8.66% |
- |
8,372 | |||
|
264,688 |
700,508 | ||||||
|
Foreign currency |
|||||||
|
(in U.S. Dollars): |
|||||||
|
IFC |
Jul, 2013 |
4.54% |
- |
27,770 | |||
|
Senior bond I |
Apr, 2017 |
7.50% |
393,532 |
347,501 | |||
|
Senior bond II |
Jul, 2020 |
9.25% |
550,471 |
487,887 | |||
|
Perpetual bond |
- |
8.75% |
335,768 |
297,944 | |||
|
1,279,771 |
1,161,102 | ||||||
|
1,544,459 |
1,861,610 | ||||||
|
Finance lease |
Dec, 2021 |
1,894,549 |
1,533,470 | ||||
|
Total long-term debt |
3,439,008 |
3,395,080 | |||||
|
4,991,448 |
3,741,088 | ||||||
The maturities of long-term debt for the next twelve months as of December 31, 2011, are as follows:
F-45
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
|
|
Consolidated | ||||||||||||
|
|
2013 |
|
2014 |
|
2015 |
|
2016 |
|
After 2016 |
|
Without maturity date |
|
Total |
|
Local currency: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BNDES – Loan Safra |
27,841 |
|
14,996 |
|
- |
|
- |
|
- |
|
- |
|
42,837 |
|
Safra |
64,813 |
|
65,632 |
|
65,555 |
|
- |
|
- |
|
- |
|
196,000 |
|
BDMG |
6,659 |
|
4,741 |
|
4,447 |
|
4,447 |
|
5,557 |
|
- |
|
25,851 |
|
|
99,313 |
|
85,369 |
|
70,002 |
|
4,447 |
|
5,557 |
|
|
|
264,688 |
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior bond I |
- |
|
- |
|
- |
|
- |
|
393,532 |
|
- |
|
393,532 |
|
Senior bond II |
- |
|
- |
|
- |
|
- |
|
550,471 |
|
- |
|
550,471 |
|
Perpetual bond |
- |
|
- |
|
- |
|
- |
|
- |
|
335,768 |
|
335,768 |
|
|
- |
|
- |
|
- |
|
- |
|
944,003 |
|
335,768 |
|
1,279,771 |
|
Total |
99,313 |
|
85,369 |
|
70,002 |
|
4,447 |
|
949,560 |
|
335,768 |
|
1,544,459 |
The fair values of senior and perpetual bonds, as of December 31, 2011, are as follows:
|
|
|
Consolidated | ||
|
|
|
Book |
|
Market (a) |
|
Senior bonds (I and II) |
|
944,003 |
|
893,346 |
|
Perpetual bonds |
|
335,768 |
|
257,923 |
(a) Senior and perpetual bonds market prices are obtained thru market quotations and exchange rate variation.
Working Capital
On September 30, 2011 the Company, through its subsidiary VRG, raised a working capital loan in the amount of R$50,000 in local currency, subject to a rate of 108.4% of CDI Over p.a.. The Company settled the loan on October 28, 2011.
On March 21, 2011, the Company raised a working capital loan in the amount of R$85,000 (USD 51,121), an effective rate of 3.42% per annum and maturing on March 15, 2012. As of December 31, the balance recorded in current liabilities was R$ 95,894.
As of December 31, 2010, the Company recorded R$83,803 as working capital with a financial institution. Along with the loan, the Company contracted a swap transaction, changing the effective cost of the borrowing to 118% of CDI Over, in domestic currency. The loan was settled in March 2011.
Industrial CDB
On February 2010, the Company, through its subsidiary Webjet, raised a working capital loan in the amount of R$10,000 in domestic currency. The loan has as guarantee an aircraft and the Company’s endorsement, and is effective for 24 months, adjusted at a rate of certificate of interbank deposit of 6.17% p.a. generating an effective rate of 11.58% p.a., whose last installment falls due on March 14, 2012. As of December 31, the balance recorded in current liabilities was R$1,250.
F-46
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
IFC
On July 2006, the Company through its subsidiary VRG, signed a floating rate guaranteed loan from the International Finance Corporation (IFC) in the amount of R$108,000 (USD 50,000). The loan aimed to purchase spare parts and for working capital, with maturity on July 2013(contracted term of six years with grace period of twelve months) interest calculated at LIBOR plus 1.875% p.a. and is guaranteed for a pledge of parts and equipment in the amount of R$7,256 (US$4,167). On July 2009, the Company renegotiated the contract by modifying the debt interest rate to Libor plus 3.75% generating an effective rate on 2011 of 4.54% p.a.. On December 31, 2011, the balance included in short term was R$31,264 (R$13,885 registered in short term and R$27,770 registered in the long term as of December 31, 2010).
Finimp
On October 4, 2011, the Company, through its subsidiary VRG, raised the amount of US$1,667, corresponding to R$3,091 through Banco do Brasil. The purpose of this loan is to purchase parts for aircraft. This funding has as guarantee a promissory note in the amount of U$2,384 (R$4,472). As of December 31, 2011, the amount recorded in current liabilities was R$3,127.
On June 14, 2011 the Company settled R$2,659, related to the Banco do Brasil foreign-currency denominated loan, raised in June 2010.
BNDES loan (Direct)
On July 31, 2006, the Company contracted a funding with BNDES (Direct) with the main goal of expansion the facilities of Confins Maintenance Center, purchase of domestic equipment and materials, the acquisition of national software, customization of software made in the country and technical and managerial staff, aimed at increasing its market share in civil aviation.
The effective rate for this loan in local currency at December 31, 2010 was 8.66%. As of December 31, 2011 the amount included in current liabilities was R$8,372 (R$14,352 and R$8,372 on December 31, 2010 included in current liabilities and non-current liabilities, respectively). The loan requires as guarantee bank certificate deposits with minimum amount of R$8,000 reported as restricted cash and receivables from travel agencies in the amount of R$16,000.
BDMG
On March 29, 2010, VRG received funds from BDGM (Banco de Desenvolvimento de Minas Gerais) amounting to R$20,000, which will be also used in the financing for the expansion of the Aircraft Maintenance Center at the Confins International Airport in Minas Gerais and the construction of the Brake maintenance center, located in Tancredo Neves International Airport in Lagoa Santa, Minas Gerais.
The total loan term is eight years with 36-month grace period and interests computed using the IPCA (National Price Index Consumer) plus 6% per year. The loan is monthly amortized monthly over 60 months, from April 2013. The financing is guaranteed by an aircraft motor chattel mortgage. As of December 31, 2011, the amount included in current liabilities and noncurrent liabilities was R$3,600 and R$25,851, respectively (R$ 3,376 recorded in current liabilities and R$27,332 recorded as noncurrent liabilities at December 31, 2010).
F-47
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
BNDES loan – intermediated by Banco Safra
On March 31, 2010, VRG contracted with Banco Safra a credit line amounting to R$44,436 with funds proceeding from the Banco Nacional de Desenvolvimento Econômico e Social (BNDES), by its indirect transfer program “Finame Moderniza BK”. The funds will be destined to the modernization of turbines in specialized Brazilian maintenance centers. The loan term is 48 months, with six month grace period and with capital to be amortized monthly. The monthly payment of interests is computed based on TJLP plus 5.50% per year.
On May 26, 2010, VRG received from Banco Safra the amount of R$23,000 related to the second part of the credit line with funds proceeding from the Banco Nacional de Desenvolvimento Econômico e Social (BNDES), by its indirect transfer program “Finame Moderniza BK”. The loan term is 48 months, with maturity date in May, 2014 with 6 months grace period and major capital to be amortized monthly. The monthly payment of interests is computed based on TJLP plus 5.5% per year.
On September 27, 2010, was released to the VRG at Banco Safra R$33,705 value of which is on the third part of the line of credit with funds from the Banco Nacional de Desenvolvimento Econômico e Social (BNDES) through its program indirect transfer "Finame modernizes BK". The loan has a term of 48 months with maturity date in September 2014, the contract states 6 months grace period, principal amount amortization monthly and firm guarantees of receivables from credit card administrators. The monthly payment of interest is calculated based on the TJLP plus 5.5% per year. On December 31, 2010, the amount recorded in current liabilities and non-current liabilities was R$29,956 and R$42,837, respectively (R$27,550 and R$70,934 as of December 31, 2010).
Citibank
In December 2009, the Company, through its subsidiary Webjet, raised the amount of R$33,630, including transaction costs of R$2,080, with Citibank. The loan is effective for 36 months and is primarily intended to settle the US dollar financing raised by the Company with "Tribeca Aviation Partners" for the acquisition of aircraft. Interest on the agreement is 11.33% per year. The loan has a bank guarantee of R$26,550. As of December 31, 2011, the balance recorded in current liabilities was R$19,401.
Safra
On December 2011, the indirect subsidiary Webjet, had a working capital loan in the amount of R$200,000 in local currency, being R$125.000 collected on December 2011 and R$75.000 which maturity date was renegotiated. The loan has a grace period of 18 months and the total payment of R$200,000 will be made in six semiannual installments, based on 125% of the average daily rate of CDI Over, with the last installment maturing on 2015, with guarantee of 30% of Webjet’s receivable from credit card Administrator. The unamortized transaction costs amount to R$4,000. As of December 31, 2011, the balance recorded in noncurrent liabilities was R$196,000.
Debentures IV
On September 30, 2010, the Company approved the fourth public issue of 600 simple, nonconvertible debentures in a single series by VRG, with Company’s guarantee, without collateral and guaranteed by the Company, at the par value of R$1,000 each, totaling R$600,000. This issue is intended to prepay the third issue that took place in May 2009 and meet VRG’s working capital requirements. The issuance costs were R$6,453, totaling the net amount of R$593,547. The debentures mature within five years after the issue date and they will be fully repaid on September 30, 2015. The debentures bear interest equivalent to 118% of CDI. As of December 31, 2011, the balance recorded in current liabilities was R$595,160 (R$593,870 as of December 31, 2010 recorded in noncurrent liabilities).
F-48
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Debentures V
On June 10, 2011, the Company approved the fifth public issue of 500 debentures non-convertible into shares in a single series issued by VRG and guaranteed by the Company, and without collateral at par value of R$1,000, totaling R$500,000. This issue is intended to prepay the working capital needs of VRG. The issuance costs were R$7,264 which total the net amount of R$492,736 and total R$610 have already been amortized and recognized in income. The maturity of the bonds is six years from the date of issuance and its repayment will be entirely recognized on June 10, 2017. The debentures are paid at an interest rate of 120% of CDI. On December 31, 2011, the amount recorded in noncurrent liabilities debt was R$493,284.
Aeroturbine
The Company, through its subsidiary Webjet, hired services from Aeroturbine Inc. so as to exchange or replace defective engines for new and overhauled engines. This service is paid through a financing line directly with the supplier, in US dollars, and payment by 12 monthly installments, without interest. As of December 31, 2011, the balance recorded in current liabilities was R$4,579.
Repurchase of own shares
On September 08, 2011, the Company's Board of Directors authorized the repurchase of its own shares, through call options ("calls"), and the launch of put options ("puts" and options) according to the conditions below, mediated by Santander.
The program's objective is the acquisition of preferred shares, to be held in treasury for subsequent sale and/or cancellation, in accordance with CVM Instructions 10/80 and 390/03. The acquired shares may be deregistered or held in treasury, during which time they will lose their political and economic rights.
The number of calls and puts to be launched or acquired corresponds to a maximum of 9,305,754 registered preferred shares, without par value, issued by the Company, representing up to 10% of outstanding shares, totaling 93,057,541 preferred shares on September 8, 2011.
The Company implemented these transactions under its share buyback program at the São Paulo Stock Exchange BM&FBOVESPA. Under the program context, the Company acquires calls on a certain number of the Company’s preferred shares, and simultaneously sells puts in a number equivalent to its preferred shares in the open market. Since these options are concurrently settled on a net basis, they represent a future synthetic contract to purchase the company’s preferred shares at a specific strike price in a future date.
These transactions result in future obligations to the Company and are recorded, in conformity with paragraphs 46 and 23 of IAS 32, as a financial liability at present value of redemption amounts (strike price). The strike price is determined based on the purchase and sale prices of the option series with liquidity in the open market.
The options will be settled through physical delivery of shares upon the payment of the strike price, which will be determined based on the stock price, plus related financial charges.
The deadline for the performance of the above mentioned transactions is 180 (one hundred and eighty) days counted from September 9, 2011 and the maturity of the options shall not exceed 365 (three hundred sixty-five) days from the date of each transaction.
F-49
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The Company shares’ repurchase transactions began on September 12, 2011 and through December 31, 2011. The Company bought back 3,269,800 shares, with maturities from June, 2012, and October, 2012. Premiums paid R$6,856 and premiums received of R$7,423, recorded in shareholders’ equity as a balance sheet item of short-term debt and financing, (which are adjusted to present value, reflecting the Company's share price on December 31, 2011) and which will be written off on the option vesting date.
Since the beginning of the repurchase financing program, no option was vested by the parties involved in the operation.
Finance leases
Future payments of US dollar-denominated finance lease installments are as follows:
|
Consolidated | |||
|
12/31/2011 |
12/31/2010 | ||
|
2011 |
- |
227,174 | |
|
2012 |
281,165 |
227,174 | |
|
2013 |
292,835 |
227,174 | |
|
2014 |
292,819 |
227,174 | |
|
2015 |
284,205 |
219,576 | |
|
2016 |
276,098 |
212,645 | |
|
After 2016 |
1,118,240 |
722,805 | |
|
Total minimum lease payments |
2,545,362 |
2,063,722 | |
|
Less total interest |
(489,058) |
(383,618) | |
|
Present value of minimum lease payments |
2,056,304 |
1,680,104 | |
|
Less short-term installment portion |
(161,755) |
(146,634) | |
|
Long-term installment portion |
1,894,549 |
1,533,470 | |
The discount rate used to calculate the present value of the minimum leasing payments is 6.10% as of December 31, 2011 (6.23% at December 31, 2010). There are no significant differences between the present value of minimum leasing payments and the fair value of these financial liabilities.
The Company extended the maturity date of financing for some of its aircraft leased for 15 years using the SOAR framework (mechanism for extending financing amortization and repayment), which enables performing calculated withdrawals to be made for a bullet payment settlement at the end of the lease agreement. As of December 31, 2011, the withdrawals made for the repayment at maturity date of the lease agreement amount to R$59,552 (R$37,407 as of December 31, 2010), are recorded in long-term debt.
Covenants
VRG has restrictive covenants ("covenants") in its financing agreements with the following financial institutions: IFC, BNDES, Bradesco and Banco do Brasil (Debentures IV and V, respectively).
The restrictive covenants measures for these loans are: (i) net debt / EBITDAR, (ii) Current Assets / Current Liabilities, (iii) EBITDA / Debt Service, (iv) Short-term Debt / EBITDA, (v) Liquidity and (vi)
Debt Coverage Ratio (ICD).
F-50
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
On December 31, 2011, the Company and its subsidiaries did not reach the minimum standards established for the financing from the IFC, BNDES and the Debentures IV and V, bond to EBITDA due to accumulated losses in the year ended December 31, 2011.
VRG issued to BNDES a letter of guarantee of R$14.5 million, whose amount exceeds the current debt, and is not therefore subject to liquidity problems in case it is required to settle such debts.
The Company reclassified the long term balance of the Debentures IV and V for the short term, in order to meet the Brazilian and international accounting standards set out in IAS 1 - Presentation of Financial Statements.
17. Advance Ticket Sales
As of December 31, 2011, the balance of advance ticket sales in current liabilities of R$744,743 (R$517,006 as of December 31, 2010) is represented by 4,245,181 tickets sold and not yet used (2,270,720 as of 31 December 2010) with 75 days of average term of use (95 days as of December 31, 2010).
As described in explanatory note 2.3, in the first quarter of 2011, the Company implemented a new revenue accounting system – ARACS and identified a difference between the balance of advance ticket sales calculated by the ARACS and the accumulated balance recorded in the old system (New Skies), in the amount of R$56,760 (R$37,462 net of PIS and Cofins). This difference arises from the fact that the old system recorded interline sales and mileage use in accordance with the amounts set in the related agreements but did not record the provision of the respective services, but rather based on the prices of domestic tickets.
18. Smiles Deferred Revenue
As of December 31, 2011, the balance of Smiles deferred revenue is R$71,935 and R$214,779 classified in the current and non-current liabilities, respectively (R$55,329 and R$152,327 as of December 31, 2010). The number of miles open on December 31, 2011 amounted to 23.004.285.890 (16.960.469.902 on December 31, 2010).
19. Advances from Customers
As of December 31, 2011, the Company recognized R$30,252 in line item “advances from customers” in current liabilities, arising from the Co-branded Operating Agreement in the amount of R$ 9,620 and from the advance of CVC Brasil Operadora e Agência de Viagens S.A. (“CVC”), amounting to R$20,632, as detailed below. As of December 31, 2010, the amounts recorded as advances from customers amounted to R$24,581 and R$33,262 in current and noncurrent liabilities, respectively.
Operating Agreement- Co-Branded
The Company, through its subsidiary VRG, signed with Banco Bradesco S.A. and Banco do Brazil S.A., in September 2009, an Operating Agreement for the sale of miles and right to use the database of the Smiles mileage program, relating to the issuance of co-branded credit cards. The agreement is effective for five years.
The table below summarizes the aggregate amounts relating to these agreements.
F-51
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Payment method:
Purchase of miles (i) Right to access the customer database of the Smiles program (ii) Right to use the Smiles brand in credit cards (iii) Total
R$204,000
R$16,086
R$32,000
R$252,086
(i) The purchase of miles was accounted for as advance from customers. The total amount received by the Company to purchase miles was R$204,000, which corresponds to the fair value of miles sold under this agreement, based on similar market transactions. These amounts are transferred from “advances from customers” to “deferred revenue from the mileage program”, to the extent that the banks request the issue of miles on behalf of their customers’ Smiles accounts. The balance of R$9,169 as of December 31, 2011 (R$49,746 as of December 31, 2010) corresponds to the remaining miles that were not awarded to the customers' accounts and transferred to the deferred revenue of the mileage program as of that date.
(ii) The rights to use the database of customers Smiles were recorded as other current and non-current liabilities. This amounts are recognized on other revenues balance, linearly for the contracted period of five years. The Company offers the updated databanks to the counterparties, as described in the agreement.
(iii) The right to use the Smiles flag in the credit cards was recorded as other revenues in July 2009 since the Company did not hold any contractual obligation to return the amount and this value was not associated with any service to be provided.
CVC Advance
The Company, through its indirect subsidiary Webjet, holds an advance made on October 26, 2011 in the amount of R$25,000, related to an agreement signed with CVC, to buy tickets from Webjet.
On December 31, 2010, the Company had the amount of R$8,097 recorded as advances from customers in current liabilities related to an agreement firmed with CVC thru its subsidiary VRG, finished at the begin of 2011.
20. Taxes Payable
|
|
|
Consolidated | ||
|
|
|
12/31/11 |
|
12/31/10 |
|
|
|
|
|
|
|
PIS and COFINS |
|
107,987 |
|
84,022 |
|
REFIS |
|
24,249 |
|
38,247 |
|
IRRF on payroll |
|
26,372 |
|
20,895 |
|
ICMS |
|
12,602 |
|
7,165 |
|
Import tax |
|
3,410 |
|
3,712 |
|
CIDE |
|
1,274 |
|
354 |
|
IOF |
|
670 |
|
125 |
|
IRPJ and CSLL to collect |
|
8,573 |
|
779 |
|
Others |
|
4,534 |
|
2,613 |
|
|
|
189,671 |
|
157,912 |
|
|
|
|
|
|
|
Current |
|
76,736 |
|
58,197 |
|
Noncurrent |
|
112,935 |
|
99,715 |
F-52
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
PIS and COFINS
With the beginning of the non-cumulative calculation system of taxes on revenue PIS (Law
10637/02) and COFINS (Law 10833/03), the subsidiary VRG implemented those rules and challenged in the courts the rate used to calculate these taxes. The provision recorded in balance sheet as of December 31, 2011, amounting to R$105,241 (R$84,022 as of December 31, 2010) includes the unpaid portion, adjusted for inflation using the SELIC (Central Bank’s policy rate). There are escrow deposits in the amount of R$77,539 (R$66,963 as of December 31, 2010) to ensure the suspension of the tax collection. On January 9, 2012, as described on note 29, the Company filed the withdrawal of judicial process and is awaiting review and approval of the conversion of deposits by the Judicial Court.
In the first quarter ended March 31, 2011, the Company identified R$24,058 arising from PIS and COFINS. During the fourth quarter of 2011 the Company revised the criteria for calculation of PIS and COFINS, as disclosed in Note 8 and offset the full amount provisioned with the calculated amounts in this review.
Adherence to the Program of Subdivision of Federal Taxes (REFIS)
On November 30, 2009, the Company and its subsidiary VRG filed its adherence to the Program of Subdivision of Federal Taxes (REFIS), as prescribed by Law no. 11,941 of May 27, 2009, including all debts with the Receita Federal do Brasil (Brazilian Federal Revenue Service) and Procuradoria-Geral da Fazenda Nacional (Brazilian National Treasury Attorney General’s Office), maturing through November 30, 2008.
Management decided to pay debts in the amount of R$11,610 related to GLAI and R$35,012 related to VRG in 180 installments. This payment method offers reductions of 60% (sixty percent) of the late payment fines, 25% (twenty-five percent) of interest, and 20% (twenty percent) of assessment fines, reducing the GLAI and VRG debt to R$10,257 and R$27,990, respectively.
The debts consolidation occurred on June 29, 2011, according with to PGFN/RFB Resolution 2/2011, and upon such consolidation the Company and its subsidiary VRG used a portion of their tax credits relating to tax loss carry forwards and negative basis of social contribution to settle amounts related to interest and penalties amounting to R$1,637 and R$8,013 for GLAI and VRG, respectively.
The Company and its subsidiary VRG have paid REFIS installments on the consolidated debt in June/11.
F-53
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
21. Provisions
|
Consolidated | |||||||||||
|
Insurance provision |
Provision for anticipated return of aircraft |
Return of aircraft and engine |
Onerous contracts |
Litigation |
Total | ||||||
|
Balance as of December 31, 2010 |
31,070 |
- |
33,287 |
9,885 |
70,636 |
144,878 | |||||
|
Additions from Webjet’s acquisition (note 12) |
1,938 |
- |
39,662 |
- |
2,245 |
43,845 | |||||
|
Additional provisions recognized |
38,251 |
26,263 |
167,504 |
15,393 |
6,218 |
253,629 | |||||
|
Utilized provisions |
(47,760) |
- |
(59,409) |
(25,278) |
(3,155) |
(135,602) | |||||
|
Balance as of December 31, 2011 |
23,499 |
26,263 |
181,044 |
- |
75,944 |
306,750 | |||||
|
| |||||||||||
|
Balance as of December 31, 2010 |
|||||||||||
|
Current |
31,070 |
- |
21,227 |
3,669 |
- |
55,967 | |||||
|
Noncurrent |
- |
- |
12,060 |
6,216 |
70,636 |
88,911 | |||||
|
31,070 |
- |
33,287 |
9,885 |
70,636 |
144,878 | ||||||
|
| |||||||||||
|
Balance as of December 31, 2011 |
|||||||||||
|
Current |
23,499 |
16,252 |
35,817 |
- |
- |
75,568 | |||||
|
Noncurrent |
- |
10,011 |
145,227 |
- |
75,944 |
231,182 | |||||
|
23,499 |
26,263 |
181,044 |
- |
75,944 |
306,750 | ||||||
Onerous Contracts
On December 31, 2011 the subsidiary VRG, reversed the entire provision of onerous contracts, concerning two Boeing 767-300 aircraft, due to the transfer of aircraft and the installments contracts of operating leases based on the long-term strategic agreement signed with Delta Airlines,Inc..
Provision for anticipated return of Webjet’s aircraft
In 2011, according to the strategic planning of Webjet, provision was made for anticipated return of aircraft. This provision was calculated based on the return flow of 14 aircraft Boeing 737-300 with operating leases contracts, as part of the Company's fleet renewal. The anticipated returns from aircraft are scheduled to occur between 2012 and 2013 and the original maturities of leases are in between 2012 to 2014. On December 31, 2011 the amount recorded in current liabilities and noncurrent was R$16,252 and R$10,011 respectively.
Return of aircraft and engines
The provision for return considers the costs that meet the contractual conditions for the return of engines maintained under operating leases, as well as the costs to reconfigure the aircraft without purchase option, as described in return conditions of lease contracts, which the counterpart is capitalized in the fixed assets, note 14.
In the first quarter ended March 31, 2011, the Company recognized an additional provision arising from the increased costs incurred in aircraft and engines returning when compared to the values previously estimated.
Lawsuits
As of December 31, 2011, the Company and its subsidiaries are parties to 23,267 lawsuits and administrative proceedings. The lawsuits and administrative proceedings are classified into Operation (those arising from the Company’s normal course of operations), and Succession (those arising from the succession of former Varig S.A. obligations). Under this classification, the number of proceedings is as follows:
F-54
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
|
|
Operation |
|
Succession |
|
Total |
|
Civil lawsuits |
13,026 |
|
656 |
|
13,682 |
|
Civil proceedings |
1,638 |
|
20 |
|
1,658 |
|
Civil miscellaneous |
48 |
|
- |
|
48 |
|
Labor lawsuits |
4,178 |
|
3,618 |
|
7,796 |
|
Labor proceedings |
81 |
|
2 |
|
83 |
|
Total |
18,971 |
|
4,296 |
|
23,267 |
The civil lawsuits are primarily related to compensation claims generally related to flight delays, flight cancellations, baggage loss, and damages. The labor claims primarily consist of discussions related to overtime, hazard pay, and pay differences.
The provisions related to civil and labor suits, whose likelihood of loss is assessed as probable are as follows:
|
|
12/31/11 |
|
12/31/10 |
|
Civil |
34,101 |
|
29,786 |
|
Labor |
41,843 |
|
40,850 |
|
|
75,944 |
|
70,636 |
Provisions are reviewed based on the progress of the proceedings and history of losses based on the best current estimate for labor and civil lawsuits.
There are other lawsuits assessed by management and its legal counsel as possible risks, in the estimated amount of R$33,221 for civil claims and R$16,019 for labor claims at December 31, 2011 (R$10,681 and R$7,530 as of December 31, 2010 respectively), for which no provisions are recognized.
On December 31, 2011 the Company was party to three (03) labor lawsuits in France due to debts of the former Varig S.A. The amount involved in the discussions, not provisioned, is approximately R$5,112 (corresponding to € 2.1 million). Initially the company was party to four (04) labor suits, during the quarter ended September 30, 2010, the Company obtained a favorable court decision of not succession in one (01) of the labor suits.
The Company and its subsidiaries are is challenging in court the ICMS levied on aircraft and engines imported under aircraft lease transactions without purchase options in transactions carried out with lessors headquartered in foreign countries. The Company’s and its subsidiaries’ management understands that these transactions represent simple leases in view of the contractual obligation to return the assets that are the subject matter of the contract. Management believes there are no the evidence of goods circulation and so, there are no legal events to generate ICMS taxation.
The estimated aggregated amount of the ongoing lawsuits related to the non-levy of ICMS tax on said imports is R$205,102 as of December 31, 2011 (R$193,173 as of December 31, 2010) adjusted for inflation, not including later payment charges. Based on its legal counsel’s opinion and supported by similar lawsuits with favorable decisions to taxpayers by the Superior Court of Justice (STJ) and Supreme Federal Court (STF) in the second quarter of 2007, the Company understands that the likelihood of loss is remote, and thus did not recognize provisions for these amounts. Although the outcome of these lawsuits and proceedings cannot be anticipated, the Company’s management, based on the opinion of its outside legal counsel, understands that the final decisions on these lawsuits will not have any material adverse impact on the financial position, operating results, and cash flows of the Company.
F-55
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
22. Shareholders’ Equity
a) Issued capital
As of December 31, 2011, the Company’s capital is represented by 270,390,004 shares, of which 137,032,734 are common and 133,357,270 are preferred (270,336,668 shares as of December 31, 2010, of which 137,032,734 are common and 133,303,934 are preferred). The Fundo de Investimento em Participações Volluto is the Company’s controlling fund, which is equally controlled by Constantino de Oliveira Júnior, Henrique Constantino, Joaquim Constantino Neto, and Ricardo Constantino.
Shares are held as follows:
|
|
12/31/2011 |
|
12/31/2010 | ||||||||
|
|
Common |
|
Preferred |
|
Total |
|
Common |
|
Preferred |
|
Total |
|
Fundo Volluto |
100.00% |
|
22.21% |
|
61.63% |
|
100.00% |
|
26.98% |
|
63.99% |
|
Delta Airlines, Inc |
- |
|
6.22% |
|
3.07% |
|
- |
|
- |
|
- |
|
Wellington Management Company |
- |
|
5.04% |
|
2.49% |
|
- |
|
0.05% |
|
0.02% |
|
Fidelity Investments |
- |
|
5.27% |
|
2.60% |
|
- |
|
- |
|
- |
|
Treasury shares |
- |
|
2.79% |
|
1.38% |
|
- |
|
0.34% |
|
0.17% |
|
Other |
- |
|
1.50% |
|
0.74% |
|
- |
|
1.42% |
|
0.70% |
|
Free float |
- |
|
56.97% |
|
28.09% |
|
- |
|
71.21% |
|
35.12% |
|
|
100.00% |
|
100.00% |
|
100.00% |
|
100.00% |
|
100.00% |
|
100.00% |
The authorized share capital as of December 31, 2011 is R$4.0 billion. Within the authorized limit, the Company can, as approved by the Board of Directors, increase its capital regardless of any amendment to its bylaws, by issuing shares, without necessarily keeping the proportion between the different types of shares. The Board of Directors will define the issuance conditions, including price and payment term.
On February 22, 2011, the Board of Directors approved the capital increase of R$626 through the private issue of 32,487 preferred shares, all registered with no par value, to the exercise of stock options .
On May 10, 2011, the Board of Directors approved the capital increase of R$181 through the issue of 15,480 preferred shares, all registered and without par value, depending on the exercise of the purchase plan stock options.
On December 21, 2011, the Board of Directors approved the capital increase of R$38, 3,138 by issuing preferred shares, arising from the exercise of option to purchase shares granted under the Option Plan.
On the same date, a capital increase of R$295,795 million, with the possibility of partial confirmation by the private issuance of 13,445,235 shares with 6,825,470 shares and 6,619,765 preferred shares was approved. This operation remains open during the first half of 2012, in the exercise of preemptive rights by the holders of shares of the Company for the subscription of shares resulting from the capital increase subject to approval. Together with this capital increase the capitalization of Delta Air Lines, Inc. ("Delta") investment, with the acquisition of 8,300,455 (eight million, three hundred thousand, four hundred and fifty-five) preferred Company shares, acquired from Fundo Volluto by converting these shares into ADRs (American Depositary Receipts) was introduced. Fundo Volluto, held an advance for future capital increase of R$182,610 (US$ 100,000), the amount received by the transfer of its shares for Delta, aiming to rebuild their equity position. This advance is bound to increase in capital 8,300,455 (eight million, three hundred thousand, four hundred and fifty-five) shares, equivalent to 6,825,469 (six million, eight hundred and twenty five thousand, four hundred and sixty-nine) common shares and 1,474,986 (one million four hundred and seventy-four, nine hundred eighty-six) preferred shares, priced at R$ 22.00 (twenty-two reais).
F-56
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The Company made a trade agreement as part of the alliance with Delta, its new shareholder, involving code-share (flights sharing), allowing Delta to put its brand on more flights of the Company in Brazil, the Caribbean and South America, and the Company to put its brand on Delta services between Brazil and the United States, and from the U.S. to other destinations, expanding flight options for customers of both companies and expanding its reach in the network. In addition, the agreement aims to optimize the connection of flights and align services and benefits to customers in the SMILES frequent flyer programs and Sky Miles, among other synergies.
The price of Company shares as of December 31, 2011 are quoted, in the São Paulo Stock Exchange – BOVESPA, in the amount of R$12.44 and US$6.63 in New York Stock Exchange – NYSE. The book value per share as of December 31, 2011 R$8.24 (R$10.83 as of December 31, 2010).
b) Retained earnings
i. Legal reserve
It is recognized by allocating 5% of profit for the year after the absorption of accumulated losses in accordance with Article 193 of Law 11.638/07, limited to 20% of the capital, according to the Brazilian Corporate Law and the Company’s bylaws. On December 31, 2011, the legal reserve was used to absorb losses for the year amounting to R$49,833.
ii. Reinvestment reserve
The reserve of retained earnings was constituted under Article 196 of Law 6.404/76, which intended to use in planned investments in the capital budget, approved at the Board of Directors.
As of December 31, 2011, the reserve for reinvestment of profits of R$479,699 was reversed in its entirety, against accumulated losses to meet the compliance with Article 189 of Law 6.404/76.
c) Dividends
The Company’s bylaws provide for a mandatory minimum dividend to common and preferred shareholders, in the aggregate of at least 25% of annual adjusted profit determined in accordance with the Brazilian corporate law, which permits the payment of cash dividends only from retained earnings, and certain reserves recognized in the Company’s statutory accounting records.
As of December 31, 2011, the Company did not recognize dividends payable to its shareholders as a result of the net loss recorded in the year.
d) Treasury shares
As of December 31, 2011, the Company has 3,724,225 treasury shares, totaling R$51,377, with a fair value of R$46,329 (R$11,887 in shares with fair value of R$11,792 as of December 31, 2010).
In compliance with Item IV art.4 of CVM Instruction 390/03, the table below shows the changes in the number of outstanding shares held in treasury:
|
|
Treasury shares |
|
Repurchase of shares |
|
Total | |
|
Balance as of December 31, 2010 |
|
454,425 |
|
- |
|
454,425 |
|
Repurchase of shares by exercise of options (a) |
|
- |
|
3,269,800 |
|
3,269,800 |
|
Balance as of December 31, 2011 |
|
454,425 |
|
3,269,800 |
|
3,724,225 |
F-57
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
(a) Shares acquired through the repurchase program, see Note 16.
e) Share-based payments
As of December 31, 2011, the balance of share-based payments reserve was R$68,602. The Company recorded a share-based payment expense amounting to R$24,875 during the period ended December 31, 2011, with a balancing item in the income statement as personnel costs (R$24.743 as of December 31, 2010).
f) Other comprehensive income
The fair value measurement of short-term investments classified as available for sale and financial instruments designated as cash flow hedges is recognized in line item Valuation Adjustments to Equity, net of taxes, until maturity of the contracts. The balance as of December 31, 2011 corresponds to a loss of R$79,268 (gain of R$11,073 as of December 31, 2010).
23. Sales Revenue
a) The net sales revenue for the period has the following composition:
|
|
Consolidated
| ||||
|
|
12/31/11 |
|
12/31/10 |
|
12/31/09 |
|
Passenger transportation |
6,947,195 |
|
6,500,784 |
|
5,076,886 |
|
Cargo transportation and other revenue |
925,492 |
|
802,632 |
|
948,496 |
|
Gross revenue |
7,872,687 |
|
7,303,416 |
|
6,297,929 |
|
Related taxes |
(333,379) |
|
(323,969) |
|
(272,547) |
|
Net revenue |
7,539,308 |
|
6,979,447 |
|
6,025,382 |
The revenues are net of federal, state and municipal taxes, which are paid and transferred to the appropriate government entities.
b) Revenue by geographical segment is as follows:
|
|
12/31/11 |
% |
|
12/31/10 |
% |
|
12/31/09 |
% |
|
Domestic |
7,000,001 |
92.8 |
|
6,548,069 |
93.8 |
|
5,661,101 |
94.0% |
|
International |
539,307 |
7.2 |
|
431,378 |
6.2 |
|
364,281 |
6.0% |
|
Net revenue |
7,539,308 |
100 |
|
6,979,447 |
100,0 |
|
6,025,382 |
100.0% |
F-58
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
24. Financial Revenue
|
Consolidated | ||
|
Financial income |
12/31/2011 |
12/31/2010 |
|
Income from derivatives |
264,143 |
41,513 |
|
Income from short-term investments and Investment funds |
147,508 |
103,906 |
|
Monetary variation |
15,919 |
5,931 |
|
Discounts obtained |
3,530 |
3,911 |
|
Interest on prepayments for aircraft acquisition |
- |
9,902 |
|
Other |
46,424 |
18,744 |
|
477,524 |
183,907 | |
|
Financial expenses |
|
|
|
Loss from derivatives |
(316,568) |
(158,535) |
|
Interest on short and long term debt |
(414,430) |
(297,256) |
|
Bank interest and expenses |
(24,648) |
(21,818) |
|
Discounts granted |
- |
(38,033) |
|
Monetary variation |
(8,687) |
(6,477) |
|
Other |
(70,208) |
(19,636) |
|
(834,541) |
(541,755) | |
|
|
||
|
Foreign exchange changes, net |
(398,897) |
46,549 |
|
|
||
|
TOTAL |
(755,914) |
(311,299) |
25. Commitments
As of December 31, 2011 the Company had with Boeing 91 firm orders, 10 purchase rights and 40 purchase options granted on non-onerous basis, for aircraft acquisition. The commitments to purchase aircraft include estimates for contractual price increases during the construction phase. The approximate amount of firm orders, not including contractual discount is R$15,780,007 (corresponding to US$8,412,414) and are segregated according to the following periods:
|
12/31/11 | |
|
2012 |
896,087 |
|
2013 |
2,938,786 |
|
2014 |
4,341,879 |
|
2015 |
3,740,135 |
|
2016 |
3,207,569 |
|
After 2016 |
655,551 |
|
15,780,007 |
F-59
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
As of December 31, 2011, in addition to the commitments mentioned above, the Company will be required to pay the amount of R$1,991,402, as advances for aircraft acquisition, as follows:
|
12/31/11 | |
|
2012 |
443,909 |
|
2013 |
537,137 |
|
2014 |
501,975 |
|
2015 |
407,115 |
|
2016 |
94,634 |
|
After 2016 |
6,632 |
|
1,991,402 |
The installment financed by Long-term debt, collateralized by the aircraft by the U.S. Ex-Im Bank (“Exim”) corresponds approximately to 85% of total cost of the aircraft. Other agents finance the acquisitions with percentages equal or above this percentage, reaching up to the limit of 100%.
The Company is making payments related to the acquisition of aircraft using its own funds, short and long term debt, cash provided by operating activities, short- and medium-term credit facilities, and supplier financing.
The Company leases its entire aircraft fleet using a combination of finance and operating leases, except for 6 aircrafts owned by its indirect subsidiary Webjet. As of December 31, 2011, the total leased fleet was comprised of 144 aircraft (124 from VRG and 20 from Webjet), which 99 were operating leases and 45 were recorded as finance leases. The Company has 39 financial aircraft with purchase option. During the three months ended December 31, 2011, the Company received 3 aircraft based on lease contracts, being 1 financial and 2 operational and there was a return of 1 737-700 aircraft. During the year ended December 31, 2011, the Company received 11 aircraft based on lease contracts, being 6 financial and 5 operational, and returns 8 aircraft, including: (i) 4 aircraft 737-300, (ii ) 3 aircraft 767-300, and (iii) 1 aircraft 737-700.
a) Operating leases
Future payments of non-cancelable operating leases are denominated in U.S. dollars, and are as follows:
|
|
12/31/2011 |
|
12/31/2010 |
|
2011 |
- |
|
504,784 |
|
2012 |
594,976 |
|
481,109 |
|
2013 |
517,326 |
|
414,202 |
|
2014 |
341,486 |
|
261,098 |
|
2015 |
205,631 |
|
149,637 |
|
2016 |
157,231 |
|
107,221 |
|
After 2016 |
452,831 |
|
252,912 |
|
Total minimum leasing payments |
2,269,481 |
|
2,170,963 |
F-60
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
b) Sale-leaseback transactions
As of December 31, 2011, the Company recognized R$7,564 and R$15,931, as ‘Other payables’ in current and non-current liabilities, respectively (R$7,564 and R$23,495 as of December 31, 2010), related to gains on sale-leaseback transactions performed by its subsidiary GAC Inc. in 2006, related to eight 737-800 Next Generation aircraft. This gain is being deferred proportionally to the monthly payments of the related lease agreements over the contractual term of 124 months.
On the same date, the Company recorded R$9,373 and R$44,828, in ‘Prepaid expenses’, in current and non-current assets, respectively (R$9,373 and R$54,201 as of December 31, 2010), related to losses on sale-leaseback transactions performed by its subsidiary GAC Inc. during the years of 2007, 2008 and 2009, related to nine aircraft. These losses are being deferred and amortized proportionally to the monthly payments of the operational lease agreements over the contractual term of 120 months.
Additionally, in the period ended December 31, 2011, the Company recorded a gain of R$21,738, recognized directly in profit or loss (gains of R$17,765 and losses of R$3,155 as of December 31, 2010) since gains and losses on sale-leaseback transactions were not offset over lease terms.
26. Financial instruments
The Company and its subsidiaries have financial asset and financial liability transactions, which consist partially of derivative financial instruments.
The financial derivative instruments are used to hedge against the inherent risks relating to the operation. The Company and its subsidiaries consider as most relevant risks: fuel price, exchange rate and interest rate. These risks are mitigated by using exchange swap derivatives, U.S. dollar futures and options contracts in the oil market, U.S. dollar and interest.
Management follows a documented guideline when managing its financial instruments, set out in its Risk Management Policy, which is periodically revised by the Financial Policy and Risk Committee, after approved by the Board of Directors. The Committee sets the guidelines and limits, monitors controls, including the mathematical models adopted for a continuous monitoring of exposures and possible financial effects and also prevents the execution of speculative financial instruments transactions.
The gains on these transactions and the application of risk management controls are part of the Committee’s monitoring and are satisfactory to the objectives proposed.
The fair values of financial assets and liabilities of the Company and its subsidiaries are established through information available on the market and according to valuation methodologies.
Most of the derivative financial instruments hired with the purpose of hedging against fuel and exchange rates risks provide scenarios with low probability of occurrence, and thus have lower costs compared to other instruments with higher probability of occurrence. Consequently, despite the high correlation between the hedged item and the derivative financial instruments hired, a significant portion of the transactions presents ineffective results upon settlement, which are presented in the tables below.
The description of the consolidated account balances and the categories of financial instruments included in the balance sheet as of December 31, 2011 and December 31, 2010 is as follows:
F-61
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
|
|
Measured at fair value through profit and loss |
|
Measured at amortized cost (a) |
|
Measured at fair value but not through profit and loss (Assets available for sale) | ||||||
|
|
12/31/11 |
|
12/31/10 |
|
12/31/11 |
|
12/31/10 |
|
12/31/11 |
|
12/31/10 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
1,230,287 |
|
1,955,858 |
|
- |
|
- |
|
- |
|
- |
|
Short-term investments |
1,009,068 |
(c) |
- |
|
- |
|
- |
|
- |
|
22,606 |
|
Restricted cash |
109,095 |
|
34,500 |
|
- |
|
- |
|
- |
|
- |
|
Derivatives operation assets |
4,213 |
|
10,420 |
|
- |
|
- |
|
- |
|
- |
|
Accounts receivable |
- |
|
- |
|
354,134 |
|
303,054 |
|
- |
|
- |
|
Deposits |
- |
|
- |
|
455,127 |
|
127,963 |
|
- |
|
- |
|
Other credits |
- |
|
- |
|
57,758 |
|
57,246 |
|
- |
|
- |
|
Hedge premium |
11,572 |
|
23,334 |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and financing |
- |
|
- |
|
4,991,448 |
|
3,741,088 |
|
- |
|
- |
|
Suppliers |
- |
|
- |
|
414,563 |
|
215,792 |
|
- |
|
- |
|
Derivatives Obligation |
115,432 |
(b) |
1,646 |
|
|
|
|
|
|
|
|
(a) The Company understands that their fair values are approximate their book values, except by the amounts related to Perpetual Bonds and Senior Notes, as disclosed on Note 16.
(b) The Company records as of December 31, 2011 the amount of R$79,268 in shareholders’ equity as valuation adjustment to equity as a balancing item of this liability.
(c) The Company manages its investment as a part of its cash to supply its operational expenses.
Risks
The operating activities subject the Company and its subsidiaries to the following financial risks: market (including currency risk, interest rate risk, and fuel price risk), credit and liquidity risks.
The Company’s risk management policy aims at mitigating potential adverse effects from transactions that could affect its financial performance.
The Company’s and its subsidiaries’ decisions on the exposure portion to be hedged against financial risk, both for fuel consumption and currency and interest rate exposures, consider the risks and hedge costs.
The Company and its subsidiaries do not usually contract hedging instruments for its total exposure, and thus they are subject to the portion of risks resulting from market fluctuations. The portion of exposure to be hedged is determined and reviewed at least quarterly in compliance with the strategies determined in the Risk Policies Committees.
The relevant information on the main risks affecting the Company’s and its subsidiaries’ operations is as follows:
a) Fuel price risk
As of December 31, 2011, fuel expenses accounted for 40% of the costs and operating expenses of the Company and its subsidiaries. The aircraft fuel price fluctuates both in the short and in the long terms, in line with crude oil and oil byproduct price fluctuations.
In order to mitigate the fuel price risk, the Company and its subsidiaries contract derivatives linked mainly to crude oil and possibly its byproducts. As of December 31, 2011, the Company used options, collar and swap agreements.
F-62
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Fuel hedge transactions, classified as cash flow hedges are contracted by the counterparties rated as investment grade, or are performed on the NYMEX.
b) Exchange rate risk
The exchange rate risk derives from the possibility of unfavorable fluctuation of foreign currencies to which the Company’s liabilities or cash flows are exposed. The exposure of the Company’s and its subsidiaries’ assets and liabilities to the foreign currency risk mainly derives from foreign currency-denominated leases and financing.
The Company’s and its subsidiaries’ revenues are mainly denominated in Reais, except for a small portion in U.S. dollars, Argentinean pesos, Bolivian bolivianos, Chilean peso, Colombian peso, Paraguay guarani, Uruguayan peso, Venezuela bolivar, etc.
In order to mitigate the currency risk, the Company contracts the following currency derivatives: U.S. dollar futures and options settled on the BM&F-BOVESPA. These transactions may be performed using exclusive investment funds, as described in the Company’s Risk Management Policy.
The Company’s foreign exchange exposure as of December 31, 2011 and December 31, 2010 is as follows:
|
Consolidated | |||
|
12/31/2011 |
12/31/2010 | ||
|
Assets |
|||
|
Cash and short-term investments |
237,668 |
218,909 | |
|
Deposits |
455,127 |
127,963 | |
|
Hedge premium |
11,572 |
- | |
|
Prepaid Expenses with leases |
30,382 |
33,322 | |
|
Related parties transaction |
- |
- | |
|
Others |
6,588 |
14,679 | |
|
Total assets |
741,337 |
394,873 | |
|
Liabilities |
|||
|
Foreign suppliers |
32,270 |
27,831 | |
|
Short- and long-term debt |
1,455,336 |
1,371,323 | |
|
Finance leases payable |
1,996,752 |
1,639,981 | |
|
Other leases payable |
59,552 |
37,407 | |
|
Provision for aircraft return |
181,044 |
- | |
|
Related Parties |
- |
|
- |
|
Other U.S. dollar-denominated liabilities |
7,616 |
46,435 | |
|
Total liabilities |
3,732,570 |
3,122,977 | |
|
Exchange exposure in R$ |
2,991,233 |
2,728,104 | |
|
Obligations not recognized in balance sheet |
|||
|
Future obligations resulting from operating leases |
1,991,402 |
1,943,880 | |
|
Future obligations resulting from firm aircraft orders |
15,780,007 |
16,427,824 | |
|
Total |
17,771,409 |
18,371,704 | |
|
|
| ||
|
Total exchange exposure R$ |
20,762,642 |
21,099,808 | |
|
Total exchange exposure US$ |
11,068,686 |
12,663,431 | |
|
Exchange Rate (R$/US$) |
1,8758 |
1,6662 | |
c) Interest rate risk
The Company and its subsidiaries are exposed to fluctuations in domestic and foreign interest rates, substantially the CDI and Libor, respectively. The highest exposure is in lease transactions, indexed to the Libor, and local debt.
F-63
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
In the period ended December 31, 2011, for interest rate hedges, the Company and its subsidiaries held swap transactions with counterparties rated as investment grade.
d) Credit risk
The credit risk is inherent in the Company’s and its subsidiaries’ operating and financing activities, mainly represented by trade receivables, cash and cash equivalents, including bank deposits.
The trade receivable credit risk consists of amounts falling due of the largest credit card companies, with credit risk better than or equal to those of the Company and its subsidiaries, and receivables from travel agencies, installment sales, and government sales, with a small portion exposed to risks from individuals or other entities.
As defined in the Risk Management Policy, the Company and its subsidiaries are required to evaluate the counterparty risks in financial instruments and diversify the exposure. Financial instruments are performed with counterparties rated at least as investment grade by S&P and Moody’s, or they are mostly contracted on commodities and futures exchanges (BM&FBOVESPA and NYMEX), which substantially mitigates the credit risk. The Company’s and its subsidiaries’ Risk Management Policy establishes a maximum limit of 20% per counterparty for short-term investments.
e) Liquidity risk
Liquidity risk takes on two distinct forms: market liquidity risk and cash flow liquidity risk. The first is related to current market prices and varies in accordance with the types of assets and the markets where they are traded. Cash flow liquidity risk, however, is related to difficulties in meeting the contracted operating obligations at the agreed dates.
As a way of managing the liquidity risk, the Company and its subsidiaries invest its funds in liquid assets (governmental bonds, CDBs, and investment funds with daily liquidity), and the Cash Management Policy establishes that the Company’s and its subsidiaries’ weighted average debt maturity should be higher than the weighted average maturity of the investment portfolio. As of December 31, 2011, the weighted average maturity of the Company’s and its subsidiaries’ financial assets was 22 days and of their financial liabilities was 5 years.
As shown in Note 26, in order to hedge future commitments, the Company and its subsidiaries use derivative financial instruments contracted with prime banks for cash management purposes.
f) Capital management
The table below shows the financial leverage rate as of December 31, 2011 and December 31, 2010:
|
|
Consolidated
| ||
|
|
12/31/11 |
|
12/31/10 |
|
Shareholder’s equity |
2,227,753 |
|
2,929,169 |
|
Cash and cash equivalents |
(1,230,287) |
|
(1,955,858) |
|
Restricted cash |
(109,095) |
|
(34,500) |
|
Short-term investments |
(1,009,068) |
|
(22,606) |
|
Short- and long-term debts |
4,991,448 |
|
3,741,088 |
|
Net debt (a) |
2,642,998 |
|
1,728,124 |
|
Total capital (b) |
4,870,751 |
|
4,657,293 |
|
Leverage ratio (a) / (b) |
54% |
|
37% |
F-64
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The increase in leverage ratio occurred mainly due to the reduction in equity resulting from accumulated losses accrued in the year 2011 and additionally by the increase in total gross debt, both partially offset by an increase in total cash position.
Additionally, the Company and its subsidiaries are still committed to keep the amount of cash and cash equivalent close to 25% of the net revenue for the last twelve months.
Derivative financial instruments
The derivative financial instruments were recognized in the following balance sheet line items:
|
Description |
Balance sheet account |
12/31/11 |
|
12/31/10 |
|
Gain on derivatives operation (assets) |
Other receivables |
4,213 |
|
10,420 |
|
Loss on derivatives operation (liabilities) |
Loss on derivatives operation |
115,432 |
|
1,646 |
|
Premiums of options contracts (assets) |
Prepaid expenses |
11,572 |
|
23,334 |
The Company and its subsidiaries adopt hedge accounting and in December 31, 2011, the derivative contracted to hedge currency risks, interest rate risk and fuel price risk as "cash flow hedge", according to the parameters described in international standard IAS 39.
Classification of derivatives financial instruments
i) Cash flow hedges
The Company and its subsidiaries use cash flow hedges to hedge against future revenue or expense fluctuations resulting from changes in the exchange rates, interest rates or fuel price, and accounts for actual fluctuations of the fair value of derivative financial instruments in shareholders’ equity until the hedged revenue or expense is recognized.
The Company and its subsidiaries estimates the effectiveness based on statistical correlation methods and the ratio between gains and losses on the financial instruments used as hedge, and the cost and expense fluctuation of the hedged items.
The instruments are considered as effective when the fluctuation in the value of derivatives offsets between 80 % to 125% the impact of the price fluctuation on the cost or expense of the hedged item.
The balance of the actual fluctuations in the fair values of the derivatives designated as cash flow hedges is transferred from shareholders’ equity to profit or loss for the period in which the hedged costs or expenses impacts profit or loss. Gains or losses on effective cash flow hedges are recorded in balancing accounts of the hedged expenses, by reducing or increasing the operating cost, and the ineffective gains or losses are recognized as financial income or financial expenses for the year.
ii) Derivative financial instruments not designated as hedges
The Company and its subsidiaries contracts derivative financial instruments that are not formally designated for hedge accounting. This occurs when transactions are in the short term and the control and disclosure complexity make them unfeasible, or when the change in a derivative’s fair value must be recognized in profit or loss for the same period of the effects of the hedged risk.
F-65
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
Designation of hedged item
a) Fuel hedge
Due to the low liquidity of jet fuel derivatives traded in commodities exchanges, the Company and its subsidiaries contracts crude oil derivatives and its byproducts—West Texas Intermediate (WTI), Brent and Heating Oil—to hedge against fluctuations in jet fuel prices. Historically, oil prices are highly correlated with jet fuel prices.
As of December 31, 2011, the Company and its subsidiaries have derivative contracts designated as cash flow hedge fuel, traded in Nymex and OTC markets.
Oil derivative contracts, designated as fuel hedges of the Company and its subsidiaries, are summarized below:
|
Closing balance at: |
12/31/11 |
|
12/31/10 |
|
Fair value at end of period (R$) |
(9,217) |
|
33,205 |
|
Average term (months) |
2 |
|
4 |
|
Volume hedged for future periods (thousand barrels) |
3,631 |
|
2,109 |
|
Gains (losses) with hedge effectiveness recognized in shareholders’ equity, net of taxes (R$) |
(20,898) |
|
10,586 |
|
Period ended: |
2011 |
2010 | ||
|
Gains on hedge effectiveness recognized in operating costs (R$) |
- |
215 | ||
|
Gains (losses) on hedge ineffectiveness recognized in financial income (expenses) |
24,360 |
(7,666) | ||
|
Gains (losses) on hedge ineffectiveness recognized in financial income (expenses) for future periods (R$) |
(23,583) |
(43,762) | ||
|
Total gains (losses) on hedge ineffectiveness recognized in financial income (expenses) (R$) |
777 |
(51,428) | ||
|
Exposure percentage hedged during the year |
43% |
45% |
The table below shows the notional amount of derivatives designated as hedges contracted by the Company and its subsidiaries to hedge future fuel expenses, the average rate contracted for the derivatives, and the percentage of fuel exposure hedged by reporting period as of December 31, 2011:
|
Market risk factor: Fuel price |
|
|
|
|
|
|
|
|
|
|
Over-the-counter market |
|
|
|
|
|
|
|
|
|
|
|
1T12 |
|
2T12 |
|
3T12 |
|
4T12 |
|
Total 12M |
|
Percentage of fuel exposure hedged |
48% |
|
41% |
|
27% |
|
20% |
|
34% |
|
Notional amount in barrels (thousands) |
1,984 |
|
1,687 |
|
1,162 |
|
861 |
|
5,694 |
|
Future rate agreed per barrel (US$) * |
124.71 |
|
122.20 |
|
113.16 |
|
101.60 |
|
118.11 |
|
Total in reais ** |
464,109 |
|
386,699 |
|
246,652 |
|
164,088 |
|
1,261,549 |
* Weighted average between call strikes,
** The exchange rate as of 12/31/11 was R$1.8758/ US$1.00.
F-66
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
b) Foreign Exchange Hedge
The Company and its subsidiaries uses derivative contracts as U.S. dollar hedges conducted with BM&FBOVESPA, using an exclusive investments fund as vehicle for contracting risk coverage.
In September 2011, Management, faced with a future economic scenario, decided to suspend temporarily the currency hedge of the Company’s cash flows.
As of December 31, 2011, the Company and its subsidiaries do not have financial assets or bank guarantee linked to margin deposits.
As of December 31, 2011, the Company and its subsidiaries do not have foreign exchange derivative contracts designated as U.S. dollar cash flow hedges. Losses from hedge ineffectiveness recognized during the twelve-month period ended December 31, 2011 and of 2010 are presented below:
|
Closing balance at: |
12/31/2011 |
|
12/31/2010 |
|
Fair value at end of period (R$) |
- |
|
109 |
|
Longer remaining term (months) |
- |
|
4 |
|
Hedged volume for future periods (US$) |
- |
|
65,000 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Period ended: |
|
2011 |
|
2010 |
|
2009 |
|
Hedge effectiveness losses recognized in operating costs and expenses (R$) |
|
- |
|
- |
|
(11,833) |
|
Hedge ineffective gains (losses) recognized in financial income (expenses) (R$) |
|
823 |
|
(22,464) |
|
39,207 |
|
Hedge ineffective gains (losses) recognized in financial income (expenses) for future competences (R$) |
|
(530) |
|
(28,269) |
|
(1,171) |
|
Total hedge ineffective gains (losses) recognized in financial income (expenses) (R$) |
|
293 |
|
(50,733) |
|
38,036 |
|
Percentage exposure hedged during the period |
|
4,2% |
|
21% |
|
18% |
As of December 31, 2011, the Company and its subsidiaries have no foreign currency derivative contracts designated as U.S. dollar fair value hedge. The hedge effective losses recognized in financial expenses for the Twelve-month period ended December 31, 2011 are summarized below:
|
Closing balance at: |
12/31/11 |
12/31/10 | |
|
Fair value at end of period (R$) |
- |
(6,645) | |
|
Finance leasing (US$) |
- |
984,264 | |
|
Volume hedged (US$) |
- |
388,750 | |
|
Actual percentage of hedged exposure |
- |
39% |
|
|
|||
|
|
|||
|
Period ended: |
2011 |
|
2010 |
|
Hedge effectiveness losses recognized in financial expenses (R$) |
(34,130) |
|
(15,819) |
F-67
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
As of December 31, 2011, the Company and its subsidiaries have the following derivatives instruments to hedge against U.S. dollar fluctuations not designated for hedge accounting: currency swaps (USD x CDI) to hedge a credit facility (working capital). The table below shows the amounts recognized in financial income (expenses) related to these transactions:
|
|
|
|
| |
|
|
| |||
|
Period ended: |
|
2011 |
|
2010 |
|
Gains (losses) recognized in financial income (expenses) |
|
2,618 |
|
(7,709) |
c) Interest rate hedges
As of December 31, 2011, the Company and its subsidiaries have swap derivatives designated as cash flow hedge for Libor hedge, in the notional amount of US$505 million. The following is a summary of Company and its subsidiaries interest rate derivative contracts designated as Libor cash flow hedges:
|
Closing balance at: |
12/31/11 |
|
12/31/10 |
|
Fair value at end of period (R$) |
(88,440) |
|
- |
|
Face value at end of period (US$) |
505,181 |
|
- |
|
Face value at end of period (R$) |
947,618 |
|
- |
|
Hedge losses recognized in shareholders’ equity, net of taxes (R$) |
(58,370) |
|
- |
|
Period ended: |
|
2011 |
|
2010 |
|
Hedge effectiveness gains (losses) recognized in financial income (expenses) (R$) |
|
(279) |
|
- |
As of December 31, 2011 the Company and its subsidiaries held positions in Libor interest derivative contracts not designated for hedge accounting, in the notional amount of US$31 million The table below shows the amounts recognized in financial income and expenses related to these transactions:
|
|
|
|
|
|
|
|
| |||
|
Period ended: |
|
2011 |
|
2010 |
|
Gains (losses) recognized in financial income ( expenses) |
|
(21,704) |
|
(5,754) |
Sensitivity analysis of derivative financial instruments
IFRS
Besides the sensitivity analysis based on the abovementioned standards, the Company and its subsidiaries also analyze the impact of the financial instrument quotation fluctuation on the Company’s and its subsidiaries’ profit or loss and shareholders’ equity considering:
· Increase and decrease by 10 percentage points in fuel prices, by keeping constant all the other variables;
· Increase and decrease by 10 percentage points in dollar exchange rate, by keeping constant all the other variables;
· Increase and decrease by 10 percentage points in Libor interest rate, by keeping constant all the other variables;
The sensitivity analysis includes only relevant monetary items that are material for the risks above mentioned. A positive number indicates an increase in income and equity when the risk appreciates by 10%.
F-68
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The table below shows the sensitivity analysis made by the Company’s management, at December 31, 2011 and 2010, based on the scenarios described above:
|
Fuel: |
|
|
| |||||
|
|
|
Position as of December 31, 2011 |
|
Position as of December 31, 2010 | ||||
|
Increase/(decrease) in fuel prices (percentage) |
|
Effect on income before tax (R$ million) |
|
Effect on equity (R$ million) |
|
Effect on income before tax (R$ million) |
|
Effect on equity (R$ million) |
|
10 |
|
(294.6) |
|
(186.0) |
|
(225.8) |
|
(121.8) |
|
(10) |
|
294.6 |
|
180.6 |
|
225.8 |
|
139.4 |
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange - USD: |
|
|
|
|
|
|
|
|
|
|
|
Position as of December 31, 2011 |
|
Position as of December 31, 2010 | ||||
|
Appreciation/(depreciation) of USD/R$ |
|
Effect on income before tax (R$ million) |
|
Effect on equity (R$ million) |
|
Effect on income before tax (R$ million) |
|
Effect on equity (R$ million) |
|
10 |
|
(385.7) |
|
(254.5) |
|
(237.0) |
|
(156.4) |
|
(10) |
|
385.7 |
|
254.5 |
|
237.0 |
|
156.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Interest rate - Libor: |
|
|
|
|
|
|
| |
|
|
|
Position as of December 31, 2011 |
|
Position as of December 31, 2010 | ||||
|
Increase/(decrease) in Libor (percentage) |
|
Effect on income before tax (R$ million) |
|
Effect on equity (R$ million) |
|
Effect on income before tax (R$ million) |
|
Effect on equity (R$ million) |
|
10 |
|
(0.5) |
|
8.7 |
|
(0.1) |
|
(0.0) |
|
(10) |
|
0.5 |
|
(9.4) |
|
0.1 |
|
0.0 |
|
|
|
|
| |||||
The Company and its subsidiaries sensitivity to fuel price increased during the current period when compared with the previous period, is due to the growth in fuel consumption.
The sensitivity to the US dollar increased compared to the effect on income and on equity, due to the increase in US dollar-denominated expenses.
As regards the Libor rate, the sensitivity increased compared to the effect on equity, due to the increase in notional amount of hedges.
Measurement of the fair value of financial instruments
In order to comply with the disclosure requirements for financial instruments measured at fair value, the Company and its subsidiaries must do the grouping of its instruments in Levels 1 to 3, based on observable fair value grades:
a) Level 1: Fair value measurements are calculated based on quoted prices (without adjustment) in active market or identical liabilities;
b) Level 2: Fair value measurements are calculated based on other variables besides quoted prices included in Level 1, that are observable for the asset or liability directly (such as prices) or indirectly (derived from prices); and
c) Level 3: Fair value measurements are calculated based on valuation methods that include the asset or liability but that are not based on observable market variables (unobservable inputs).
F-69
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
The following table states a summary of the Company’s and its subsidiaries’ financial instruments measured at fair value, including their related classifications of the valuation method, as of December 31, 2011:
|
Financial Instrument |
|
Carrying amount |
|
Other Significant Observable Factors (Level 2) |
|
|
|
|
|
|
|
Cash equivalents |
|
1,230,287 |
|
1,230,287 |
|
Short-term investments |
|
1,009,068 |
|
1,009,068 |
|
Restricted cash |
|
109,095 |
|
109,095 |
|
Obligation with derivatives operation (liabilities) |
|
115,432 |
|
115,432 |
|
Derivatives operation assets |
|
4,213 |
|
4,213 |
|
Hedge Awards |
|
11,572 |
|
11,572 |
27. Non-cash transactions
In the year ended December 31, 2011, the Company and its subsidiaries increased their property, plant and equipment under finance leases in the amount of R$371,262 (R$292,892 as of December 31, 2010) and bought shares back through financing, in the amount of R$40,676; these transactions did not affect their cash for the year. The Company increased its intangible asset by capitalization of the renewal software license use of the Company’s integrated system in the amount of R$41,994, net.
On October 3, 2011, with the Webjet acquisition, the Company acquired the net assets of R$131,871 as part of its additions in the year that do not affect cash.
28. Insurance coverage
As of December 31, 2011, the insurance coverage by nature, considering the aircraft fleet, and related to the maximum reimbursable amounts indicated in U.S. Dollars, is as follows:
|
Aeronautical type |
Reais |
|
Dollar |
|
Guarantee – Hull/war |
8,263,655 |
|
4,405,403 |
|
Civil liability per event/aircraft |
4,689,500 |
|
2,500,000 |
|
Inventories (base and transit) |
281,370 |
|
150,000 |
|
Franchising |
6,096 |
|
3,250 |
|
Total loss |
9,379 |
|
5,000 |
Pursuant to Law 10744, of October 9, 2003, the Brazilian government assumed the commitment to complement any civil liability expenses related to third parties caused by war or terrorist events, in Brazil or abroad, which VRG may be required to pay, for amounts exceeding the limit of the insurance policies effective beginning September 10, 2001, limited to the amount in Brazilian Reais equivalent to one billion U.S. Dollars.
29. Subsequent Events
On March 16, 2012, the Board of Directors, approved a new model for the Stock Option Plan of the Company. On fiscal year of 2011, due to a revision of the current plan, the grant was not made in December, and was transferred to the 1st half year of 2012 which is being prepared.
F-70
GOL LINHAS AÉREAS INTELIGENTES S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2011 AND 2010
(In Thousands of Brazilian Reais – R$, except when indicated otherwise)
On March 15, 2012, the Company obtained a waiver of anticipated maturity and/or application of any penalty on noncompliance of its covenants clauses. This was deliberated during General Meeting of Debenture Holders of the fourth and fifth issues of debentures. As a result of this waiver, on March 26, 2012 (the balance reporting date), the Company is complying its obligations in relation to the debentures.
On February 3, 2012 the Company informed its shareholders and the market that ended on January 26, 2012 the period for exercising the preemptive right to subscribe for shares to be issued due to increased capital of the Company approved by its Board of Directors meeting held on December 21, 2011. From this operation, 5,120,974 preferred shares (five million, one hundred twenty thousand, nine hundred seventy four) remained unsubscribed ("Surplus") out of 6,825,470 (six million, eight hundred twenty-five thousand, four hundred seventy) common shares and 6,619,765 (six million, six hundred and nineteen thousand, seven hundred and sixty-five) preferred shares issued. To the shareholders, including holders of ADRs and the assignees of the subscription rights of the shares, that have expressed their interest in reserving the Surplus in their respective application forms, had a period of five (5) working days from 06 February 2012 inclusive, being his final term on February 10, 2012, inclusive ("Subscription Period of Surplus") to subscribe the Surplus. The subscription price of the Surplus will be R$22.00 (twenty-two reais) per share, payable in cash in local currency, at the time of subscription.
On January 9, 2012 the Company filed, with the judiciary, the withdrawal of the legal proceedings in which questions to the PIS and COFINS, as mentioned in note 20. The withdrawal and authorization of the conversion of escrow deposits in favor of public finance are under consideration by Judicial Court.
30. Condensed consolidating financial information of guarantors subsidiaries
The following condensed consolidating financial information, prepared in accordance with IFRS, is presented in lieu of providing separate audited financial statements for the guarantor subsidiary VRG in connection with its unconditional guarantee, on a joint and several basis, of the obligation to pay principal and interest under the 8.75% perpetual notes, 7.50% (senior notes I) and 9.25% (senior bonds II) issued by Company’s wholly owned subsidiary Finance.
F-71
|
GOL LINHAS AÉREAS INTELIGENTES S.A. |
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
|
(In thousands of Brazilian Reais, except when indicated otherwise) |
|
Condensed consolidating statement of financial position as of December 31, 2011 |
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
219,556 |
|
2,455 |
|
997,902 |
|
10,374 |
|
|
|
1,230,287 |
|
Short-term investments |
69,885 |
|
- |
|
1,008,036 |
|
- |
|
(68,853) |
|
1,009,068 |
|
Trade and other receivables |
- |
|
- |
|
354,134 |
|
- |
|
|
|
354,134 |
|
Inventories of parts and supplies |
- |
|
- |
|
151,023 |
|
- |
|
- |
|
151,023 |
|
Other current assets |
(32,939) |
|
5,101 |
|
344,322 |
|
67,956 |
|
9,352 |
|
393,791 |
|
|
256,502 |
|
7,556 |
|
2,855,417 |
|
78,329 |
|
(59,501) |
|
3,138,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Credits with related parties |
342,204 |
|
1,308,276 |
|
222,725 |
|
(1,056,663) |
|
(816,542) |
|
- |
|
Other non-current assets |
12,374 |
|
- |
|
1,740,381 |
|
44,828 |
|
44,828 |
|
1,842,411 |
|
Total other non-current assets |
354,578 |
|
1,308,276 |
|
1,963,106 |
|
(1,011,835) |
|
(771,714) |
|
1,842,411 |
|
Investments |
2,103,325 |
|
- |
|
- |
|
- |
|
(2,103,325) |
|
- |
|
Property, plant and equipment |
- |
|
- |
|
3,113,792 |
|
776,678 |
|
|
|
3,890,470 |
|
Intangible assets |
89 |
|
- |
|
1,783,868 |
|
- |
|
- |
|
1,783,957 |
|
|
2,457,992 |
|
1,308,276 |
|
6,860,766 |
|
(235,157) |
|
(2,875,039) |
|
7,516,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
2,714,494 |
|
1,315,832 |
|
9,716,183 |
|
(156,828) |
|
(2,934,539) |
|
10,655,141 |
F-72
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of financial position as of December 31, 2011 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
40,676 |
|
38,799 |
|
1,474,289 |
|
- |
|
(1,324) |
|
1,552,440 |
|
Accounts payable |
6,353 |
|
- |
|
408,210 |
|
- |
|
- |
|
414,563 |
|
Advance ticket sales |
- |
|
- |
|
744,743 |
|
- |
|
- |
|
744,743 |
|
Dividends payable |
584 |
|
- |
|
- |
|
- |
|
- |
|
584 |
|
Provisions |
- |
|
- |
|
75,568 |
|
- |
|
- |
|
75,568 |
|
Other current liabilities |
(4,306) |
|
- |
|
796,945 |
|
7,564 |
|
7,564 |
|
807,767 |
|
Total current liabilities |
43,307 |
|
38,799 |
|
3,499,755 |
|
7,564 |
|
6,240 |
|
3,595,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
- |
|
1,347,300 |
|
2,159,237 |
|
- |
|
(67,529) |
|
3,439,008 |
|
Deferred taxes |
- |
|
- |
|
763,706 |
|
- |
|
- |
|
763,706 |
|
Debt with related parties |
222,725 |
|
- |
|
593,817 |
|
- |
|
(816,542) |
|
- |
|
Other non-current liabilities |
(8,039) |
|
- |
|
627,028 |
|
15,931 |
|
15,931 |
|
650,851 |
|
Total non-current liabilities |
214,686 |
|
1,347,300 |
|
4,143,788 |
|
15,931 |
|
(868,140) |
|
4,853,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity |
2,456,502 |
|
(70,268) |
|
2,072,640 |
|
(180,323) |
|
(2,072,640) |
|
2,205,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity and liabilities |
2,714,494 |
|
1,315,832 |
|
9,716,183 |
|
(156,828) |
|
(2,934,540) |
|
10,655,140 |
F-73
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of operations for the year ended December 31, 2011 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
- |
|
- |
|
7,539,308 |
|
8 |
|
(8) |
|
7,539,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
(27,137) |
|
- |
|
(1,533,299) |
|
- |
|
- |
|
(1,560,436) |
|
Aircraft fuel |
- |
|
- |
|
(3,060,665) |
|
- |
|
- |
|
(3,060,665) |
|
Aircraft rent |
(1,808) |
|
- |
|
(505,058) |
|
(1,808) |
|
3,617 |
|
(505,058) |
|
Aircraft insurance |
- |
|
- |
|
(31,921) |
|
- |
|
- |
|
(31,921) |
|
Sales and marketing |
(590) |
|
- |
|
(402,568) |
|
- |
|
589 |
|
(402,568) |
|
Landing fees |
- |
|
- |
|
(395,249) |
|
- |
|
- |
|
(395,249) |
|
Aircraft and traffic servicing |
(7,217) |
|
- |
|
(476,834) |
|
(1,614) |
|
1,023 |
|
(484,642) |
|
Maintenance materials and repairs |
- |
|
- |
|
(434,181) |
|
- |
|
- |
|
(434,181) |
|
Depreciation |
(89) |
|
- |
|
(388,544) |
|
- |
|
(7,174) |
|
(395,807) |
|
Gain on bargain purchase |
- |
|
- |
|
88,428 |
|
- |
|
- |
|
88,428 |
|
Other operating expenses |
19,619 |
|
- |
|
(626,698) |
|
21,424 |
|
(16,058) |
|
(601,713) |
|
Total operating expenses |
(17,222) |
|
- |
|
(7,766,590) |
|
18,002 |
|
(18,003) |
|
(7,783,812) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before finance income and expenses |
(17,222) |
|
- |
|
(227,282) |
|
18,009 |
|
(18,011) |
|
(244,504) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total finance costs and other income (expense) |
(236,609) |
|
(31,909) |
|
(519,305) |
|
(97,771) |
|
129,680 |
|
(755,914) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income (loss) of subsidiary |
(518,274) |
|
- |
|
- |
|
- |
|
518,274 |
|
- |
|
Income (loss) before income taxes |
(772,105) |
|
(31,909) |
|
(746,587) |
|
(79,762) |
|
629,943 |
|
(1,000,418) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
20,567 |
|
- |
|
228,313 |
|
- |
|
- |
|
248,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the year |
(751,538) |
|
(31,909) |
|
(518,274) |
|
(79,762) |
|
629,943 |
|
(751,538) |
F-74
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of cash flows for the year ended December 31, 2011 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
(39,925) |
|
(158,006) |
|
56,784 |
|
(409,246) |
|
(52,127) |
|
(602,520) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property, plant and equipment, net |
- |
|
|
|
(110,427) |
|
(221,526) |
|
52,127 |
|
(279,826) |
|
Intangibles |
- |
|
|
|
|
|
(80,863) |
|
- |
|
(80,863) |
|
Net investments in restricted cash |
- |
|
|
|
|
|
(74,594) |
|
- |
|
(74,594) |
|
Net investments in financial assets |
- |
|
|
|
|
|
(33,885) |
|
- |
|
(33,885) |
|
Other |
- |
|
|
|
|
|
- |
|
- |
|
- |
|
Net cash used (used in) investing activities |
- |
|
- |
|
(110,427) |
|
(410,868) |
|
52,127 |
|
(469,168) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from long-term debt |
- |
|
- |
|
- |
|
237,133 |
|
|
|
237,133 |
|
Credit with related parties |
36,272 |
|
135,473 |
|
(34,636) |
|
(137,109) |
|
|
|
- |
|
Addition of treasury shares |
- |
|
- |
|
- |
|
|
|
- |
|
- |
|
Others |
97,624 |
|
- |
|
19,790 |
|
|
|
- |
|
117,414 |
|
Net cash provided by (used in) financing activities |
133,896 |
|
135,473 |
|
(14,846) |
|
100,024 |
|
- |
|
354,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on the balance of cash held in foreign currencies |
- |
|
- |
|
- |
|
(8,430) |
|
- |
|
(8,430) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
93,970 |
|
(22,533) |
|
(68,488) |
|
(728,520) |
|
- |
|
(725,571) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the year |
125,586 |
|
24,988 |
|
78,862 |
|
1,726,422 |
|
- |
|
1,955,858 |
|
Cash and cash equivalents at end of the year |
219,556 |
|
2,455 |
|
10,374 |
|
997,902 |
|
- |
|
1,230,287 |
F-75
|
GOL LINHAS AÉREAS INTELIGENTES S.A. |
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
|
(In thousands of Brazilian Reais, except when indicated otherwise) |
|
Condensed consolidating statement of financial position as of December 31, 2010 |
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
229,436 |
|
24,988 |
|
1,726,422 |
|
78,862 |
|
(103,850) |
|
1,955,858 |
|
Short-term investments |
19,790 |
|
- |
|
63,975 |
|
19,790 |
|
(80,949) |
|
22,606 |
|
Trade and other receivables |
- |
|
- |
|
303,054 |
|
- |
|
- |
|
303,054 |
|
Inventories |
- |
|
- |
|
170,990 |
|
- |
|
- |
|
170,990 |
|
Other current assets |
42,924 |
|
- |
|
200,047 |
|
9,373 |
|
- |
|
252,344 |
|
|
292,150 |
|
24,988 |
|
2,464,488 |
|
108,025 |
|
(184,799) |
|
2,704,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Other non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Credits with related parties |
483,230 |
|
1,167,363 |
|
- |
|
118,904 |
|
(1,769,497) |
|
- |
|
Other non-current assets |
28,269 |
|
- |
|
1,548,380 |
|
54,201 |
|
- |
|
1,630,850 |
|
Total other non-current assets |
511,499 |
|
1,167,363 |
|
1,548,380 |
|
173,105 |
|
(1,769,497) |
|
1,630,850 |
|
Investments |
2,750,723 |
|
- |
|
- |
|
- |
|
(2,750,723) |
|
- |
|
Property, plant and equipment |
666,251 |
|
- |
|
2,794,717 |
|
666,251 |
|
(66,251) |
|
3,460,968 |
|
Intangible assets |
177 |
|
- |
|
1,267,000 |
|
- |
|
- |
|
1,267,177 |
|
|
3,928,650 |
|
1,167,363 |
|
5,610,097 |
|
839,356 |
|
(5,186,471) |
|
6,358,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
4,220,800 |
|
1,192,351 |
|
8,074,585 |
|
947,382 |
|
(5,371,270) |
|
9,063,848 |
F-76
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of financial position as of December 31, 2010 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt |
34,229 |
|
34,229 |
|
312,954 |
|
- |
|
(35,404) |
|
346,008 |
|
Accounts payable |
2,210 |
|
- |
|
213,582 |
|
2,158 |
|
(2,158) |
|
215,792 |
|
Advance ticket sales |
- |
|
- |
|
517,006 |
|
- |
|
- |
|
517,006 |
|
Dividends payable |
51,450 |
|
- |
|
- |
|
- |
|
- |
|
51,450 |
|
Provisions |
- |
|
- |
|
55,967 |
|
- |
|
- |
|
55,967 |
|
Other current liabilities |
743 |
|
- |
|
465,334 |
|
7,564 |
|
- |
|
473,641 |
|
Total current liabilities |
88,632 |
|
34,229 |
|
1,564,843 |
|
9,722 |
|
(37,562) |
|
1,659,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
1,193,316 |
|
1,193,316 |
|
2,261,748 |
|
- |
|
(1,253,300) |
|
3,395,080 |
|
Deferred taxes |
- |
|
- |
|
642,185 |
|
- |
|
- |
|
642,185 |
|
Debt with related parties |
- |
|
- |
|
483,230 |
|
950,859 |
|
(1,434,089) |
|
- |
|
Other non-current liabilities |
9,683 |
|
- |
|
404,371 |
|
23,495 |
|
- |
|
437,549 |
|
Total non-current liabilities |
1,202,999 |
|
1,193,316 |
|
3,791,534 |
|
974,354 |
|
(2,687,389) |
|
4,474,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity |
2,929,169 |
|
(35,194) |
|
2,718,208 |
|
(36,694) |
|
(2,646,320) |
|
2,929,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders' equity and liabilities |
4,220,800 |
|
1,192,351 |
|
8,074,585 |
|
947,382 |
|
(5,371,271) |
|
9,063,847 |
F-77
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of operations for the year ended December 31, 2010 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
- |
|
- |
|
6,979,447 |
|
- |
|
- |
|
6,979,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
(26,373) |
|
- |
|
(1,226,029) |
|
- |
|
- |
|
(1,252,402) |
|
Aircraft fuel |
- |
|
- |
|
(2,287,410) |
|
- |
|
- |
|
(2,287,410) |
|
Aircraft rent |
3,607 |
|
- |
|
(552,038) |
|
(3,607) |
|
- |
|
(555,645) |
|
Sales and marketing |
(246) |
|
- |
|
(367,511) |
|
- |
|
- |
|
(367,757) |
|
Landing fees |
- |
|
- |
|
(331,883) |
|
- |
|
- |
|
(331,883) |
|
Aircraft and traffic servicing |
(6,414) |
|
- |
|
(418,640) |
|
(2,799) |
|
- |
|
(427,853) |
|
Maintenance materials and repairs |
- |
|
- |
|
(422,950) |
|
- |
|
- |
|
(422,950) |
|
Depreciation and amortization |
(89) |
|
- |
|
(281,515) |
|
- |
|
- |
|
(281,604) |
|
Other operating expenses |
11,134 |
|
- |
|
(375,295) |
|
17,765 |
|
(11,359) |
|
(354,148) |
|
Total operating expenses |
(18,381) |
|
- |
|
(6,263,271) |
|
11,359 |
|
(11,359) |
|
(6,281,652) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before finance income and expenses |
(18,381) |
|
- |
|
716,176 |
|
11,359 |
|
(11,359) |
|
697,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total finance income (expense) |
(70,464) |
|
(23,390) |
|
(240,835) |
|
(66,673) |
|
90,063 |
|
(311,299) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income of subsidiary |
292,463 |
|
- |
|
- |
|
- |
|
(292,463) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
203,618 |
|
(23,390) |
|
475,341 |
|
(55,314) |
|
(213,759) |
|
386,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
10,579 |
|
- |
|
(182,878) |
|
- |
|
- |
|
(172,299) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the year |
214,197 |
|
(23,390) |
|
292,463 |
|
(55,314) |
|
(213,759) |
|
214,197 |
F-78
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of cash flows for the year ended December 31, 2010 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
7,662 |
|
(434,589) |
|
739,846 |
|
55,267 |
|
355,711 |
|
723,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Payment for property, plant and equipment |
138,380 |
|
- |
|
(368,849) |
|
- |
|
- |
|
(230,469) |
|
Investments in restricted cash, net |
3,180 |
|
- |
|
(11,596) |
|
- |
|
- |
|
(8,416) |
|
Short term investments |
5,442 |
|
- |
|
12,496 |
|
- |
|
- |
|
17,938 |
|
Other |
- |
|
- |
|
(58,512) |
|
- |
|
- |
|
(58,512) |
|
Net cash used (provided by) investing activities |
147,002 |
|
- |
|
(426,461) |
|
- |
|
- |
|
(279,459) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds |
219,996 |
|
459,561 |
|
(15,118) |
|
- |
|
(459,561) |
|
204,878 |
|
Credit with related parties |
(283,622) |
|
- |
|
283,622 |
|
- |
|
- |
|
- |
|
Dividends paid |
(185,839) |
|
- |
|
- |
|
- |
|
- |
|
(185,839) |
|
Capital increase |
120,861 |
|
- |
|
- |
|
- |
|
- |
|
120,861 |
|
Net cash provided by (used in) financing activities |
(128,604) |
|
459,561 |
|
268,504 |
|
- |
|
(459,561) |
|
139,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on the balance of cash held in foreign currencies |
- |
|
- |
|
(10,888) |
|
- |
|
- |
|
(10,888) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
26,060 |
|
24,972 |
|
571,001 |
|
55,267 |
|
(103,850) |
|
573,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the year |
203,376 |
|
16 |
|
1,155,421 |
|
23,595 |
|
- |
|
1,382,408 |
|
Cash and cash equivalents at end of the year |
229,436 |
|
24,988 |
|
1,726,422 |
|
78,862 |
|
(103,850) |
|
1,955,858 |
F-79
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of operations for the year ended December 31, 2009 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating revenues |
178 |
|
- |
|
6,025,204 |
|
- |
|
- |
|
6,025,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
(7,746) |
|
- |
|
(1,093,207) |
|
- |
|
- |
|
(1,100,953) |
|
Aircraft fuel |
- |
|
- |
|
(1,813,104) |
|
- |
|
- |
|
(1,813,104) |
|
Aircraft rent |
- |
|
- |
|
(648,568) |
|
(2,115) |
|
- |
|
(650,683) |
|
Aircraft insurance |
- |
|
- |
|
(56,324) |
|
- |
|
- |
|
(56,324) |
|
Sales and marketing |
(200) |
|
- |
|
(364,351) |
|
- |
|
- |
|
(364,551) |
|
Landing fees |
- |
|
- |
|
(312,637) |
|
- |
|
- |
|
(312,637) |
|
Aircraft and traffic servicing |
(4,038) |
|
- |
|
(373,585) |
|
(4,098) |
|
- |
|
(381,721) |
|
Maintenance materials and repairs |
- |
|
- |
|
(417,212) |
|
- |
|
- |
|
(417,212) |
|
Depreciation and amortization |
(89) |
|
- |
|
(142,764) |
|
- |
|
- |
|
(142,853) |
|
Other operating expenses |
(3,716) |
|
- |
|
(380,974) |
|
12,638 |
|
- |
|
(372,052) |
|
Total operating expenses |
(15,789) |
|
- |
|
(5,602,726) |
|
6,425 |
|
- |
|
(5,612,090) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before finance income and expenses |
(15,611) |
|
- |
|
422,478 |
|
6,425 |
|
- |
|
413,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total finance income (expense) |
246,707 |
|
(3,280) |
|
169,135 |
|
(69,718) |
|
- |
|
342,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in income (loss) of subsidiary |
634,424 |
|
- |
|
- |
|
- |
|
(634,424) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
865,520 |
|
(3,280) |
|
591,613 |
|
(63,293) |
|
(634,424) |
|
756,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
3,732 |
|
- |
|
123,278 |
|
7,686 |
|
- |
|
134,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the year |
869,252 |
|
(3,280) |
|
714,891 |
|
(55,607) |
|
(634,424) |
|
890,832 |
F-80
|
GOL LINHAS AÉREAS INTELIGENTES S.A. | |||||||||||
|
NOTES TO THE CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | |||||||||||
|
(In thousands of Brazilian Reais, except when indicated otherwise) | |||||||||||
|
Condensed consolidating statement of cash flows for the year ended December 31, 2009 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Issuer |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
|
|
|
Company |
|
Subsidiary |
|
Guarantor |
|
Non guarantor |
|
Adjustments |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
62,811 |
|
(3,280) |
|
346,355 |
|
(7,522) |
|
58,895 |
|
457,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Payment for property, plant and equipment |
(44,163) |
|
- |
|
(86,312) |
|
- |
|
- |
|
(130,475) |
|
Investments in restricted cash, net |
(75,152) |
|
- |
|
37,340 |
|
- |
|
- |
|
(37,812) |
|
Short term investments |
27,032 |
|
- |
|
198,328 |
|
- |
|
(20,220) |
|
205,140 |
|
Other |
(270,591) |
|
- |
|
(31,077) |
|
- |
|
270,237 |
|
(31,431) |
|
Net cash provided by (used in) investing activities |
(362,874) |
|
- |
|
118,279 |
|
- |
|
250,017 |
|
5,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net proceeds from long-term debt |
(308,635) |
|
3,276 |
|
273,583 |
|
28,036 |
|
(38,676) |
|
(42,416) |
|
Credit with related parties |
811,654 |
|
- |
|
1,216,852 |
|
- |
|
(1,216,852) |
|
811,654 |
|
Addition of treasury shares |
- |
|
- |
|
(946,616) |
|
- |
|
946,616 |
|
- |
|
Net cash provided by (used in) financing activities |
503,019 |
|
3,276 |
|
543,819 |
|
28,036 |
|
(308,912) |
|
769,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of exchange rate changes on the balance of cash held in foreign currencies |
- |
|
- |
|
(18,841) |
|
- |
|
- |
|
(18,841) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
202,956 |
|
(4) |
|
989,612 |
|
20,514 |
|
- |
|
1,213,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the year |
420 |
|
20 |
|
165,809 |
|
3,081 |
|
- |
|
169,330 |
|
Cash and cash equivalents at end of the year |
203,376 |
|
16 |
|
1,155,421 |
|
23,595 |
|
- |
|
1,382,408 |
F-81
