6-K 1 golfs2q23_6k.htm 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

 

FORM 6-K

 

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

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2023

(Commission File No. 001-32221)


 

 

GOL LINHAS AÉREAS INTELIGENTES S.A.

(Exact name of registrant as specified in its charter)

 

GOL INTELLIGENT AIRLINES INC.

(Translation of registrant’s name into English)

 


 

 

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

(Address of registrant’s principal executive offices)


 

 

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

Form 20-F ___X___ Form 40-F ______

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

Yes ______ No ___X___

 

 
 

 

 

 

 

 

 

 

Unaudited Interim Condensed

Consolidated Financial Statements

 

GOL Linhas Aéreas Inteligentes S.A.

June 30, 2023

 

 

 

 

 

 
 

 

Gol Linhas Aéreas Inteligentes S.A.

 

Unaudited interim condensed consolidated financial statements

June 30, 2023

 

 

 

 

Contents

 

 

 

Consolidated statements of financial position 03
Consolidated statements of operations 05
Consolidated statements of comprehensive income (loss) 06
Consolidated statements of changes in equity 07
Consolidated statements of cash flows 08
Notes to the unaudited interim condensed consolidated financial statements 10
 
 
   

Consolidated statements of financial position

June 30, 2023 and December 31, 2022

(In thousands of Reais - R$)

 

Assets Note June 30, 2023 December 31, 2022
       
Current assets      
Cash and cash equivalents 6 253,118 169,035
Financial investments 7 419,292 404,113
Trade receivables 8 841,242 887,734
Inventories 9 392,034 438,865
Deposits 10 312,178 380,267
Advance to suppliers and third parties 11 338,862 302,658
Recoverable taxes 12 131,272 195,175
Derivative assets 31.1 4,069 16,250
Other credits and amounts   248,716 199,446
Total current assets   2,940,783 2,993,543
       
Non-current assets      
Financial investments 7 41,184 19,305
Deposits 10 2,199,306 2,279,503
Advance to suppliers and third parties 11 89,192 49,698
Recoverable taxes 12 29,689 53,107
Derivative assets 31.1 16,789 13,006
Deferred taxes 13 75,859 77,251
Other credits and amounts   25,651 33,187
Property, plant and equipment 14 9,137,197 9,588,696
Intangible assets 15 1,891,386 1,862,989
Total non-current assets   13,506,253 13,976,742
       
Total   16,447,036 16,970,285

 

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

 
3 
 
   

Consolidated statements of financial position

June 30, 2023 and December 31, 2022

(In thousands of Reais - R$)

 

Liabilities and equity (deficit) Note June 30, 2023 December 31, 2022
       
Current liabilities      
Loans and financing 16 1,449,338 1,126,629
Leases 17 1,745,419 1,948,258
Suppliers 18 2,258,893 2,274,503
Suppliers – factoring 19 19,955 29,941
Salaries, wages and benefits   582,076 600,451
Taxes payable 20 195,767 258,811
Landing fees   1,369,509 1,173,158
Advance ticket sales 21 3,236,211 3,502,556
Mileage program 22 1,578,493 1,576,849
Advances from customers   463,575 354,904
Provisions 23 516,563 634,820
Derivatives liabilities 31.1 2,572 519
Other liabilities   341,061 379,848
Total current liabilities   13,759,432 13,861,247
       
Non-current liabilities      
Loans and financing 16 10,803,389 10,858,262
Leases 17 7,919,250 9,258,701
Suppliers 18 123,461 45,451
Salaries, wages and benefits   459,651 285,736
Taxes payable 20 271,548 265,112
Landing fees   183,301 218,459
Mileage program 22 197,730 292,455
Provisions 23 2,784,910 2,894,983
Derivatives liabilities 31.1 - 17
Deferred taxes 13 15,339 36,354
Other liabilities   344,327 312,323
Total non-current liabilities   23,102,906 24,467,853
       
Equity (deficit)      
Capital stock 24.1 4,040,397 4,040,397
Treasury shares 24.2 (19,002) (38,910)
Capital reserves   765,142 1,178,568
Equity valuation adjustments   (609,272) (770,489)
Accumulated losses   (24,592,567) (25,768,381)
Total deficit   (20,415,302) (21,358,815)
       
Total liabilities and deficit   16,447,036 16,970,285

 

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

 
4 
 
   

Consolidated statements of operations

Six-month periods ended on June 30, 2023 and 2022

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

 

  Note June 30, 2023 June 30, 2022
Net revenue      
Passenger   8,256,901 6,007,494
Mileage program, cargo and other   809,219 455,013
Total net revenue 28 9,066,120 6,462,507
       
Salaries, wages and benefits   (1,176,104) (1,075,231)
Aircraft fuel   (3,123,985) (2,654,532)
Landing fees   (453,951) (337,687)
Aircraft, traffic and mileage servicing   (548,968) (402,107)
Passenger service expenses   (484,353) (361,589)
Sales and marketing   (416,154) (407,592)
Maintenance, materials and repairs   (562,437) (279,645)
Depreciation and amortization   (806,817) (824,798)
Other income (expenses), net   (159,652) (234,099)
Total operating costs and expenses   (7,732,421) (6,577,280)
       
Income (Loss) before financial income (expenses), exchange rate variation, net and income tax and social contribution   1,333,699 (114,773)
       
Financial income (expenses)      
Financial income 29 281,613 49,360
Financial expenses 29 (1,919,012) (1,579,309)
Derivative financial instruments 29 (4,456) 33,483
Total financial income (expenses)   (1,641,855) (1,496,466)
       
Loss before exchange rate variation, net and income tax and social contribution   (308,156) (1,611,239)
       
Monetary and foreign exchange rate variation, net 29 1,479,938 1,380,769
       
Income (Loss) before income tax and social contribution   1,171,782 (230,470)
       
Income tax and social contribution      
Current   (15,707) (3,087)
Deferred   19,739 (9,957)
Total taxes loss 13 4,032 (13,044)
       
Income (Loss) for the period   1,175,814 (243,514)
       
Basic income per share 25    
Per common share   0.080 (0.017)
Per preferred share   2.813 (0.609)
       
Diluted income per share 25    
Per common share   0.080 (0.017)
Per preferred share   2.807 (0.609)

 

 

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

 
5 
 
   

Consolidated statements of comprehensive income (loss)

Six-month periods ended on June 30, 2023 and 2022

(In thousands of Reais - R$)

 

  June 30, 2023 June 30, 2022
     
Income (Loss) for the period 1,175,814 (243,514)
     
Other comprehensive (loss) income – items that are or may be reclassified subsequently to profit or loss    
     
Cash flow hedge, net of income tax and social contribution 165,281 174,620
Cumulative translation adjustment from subsidiaries (4,064) (871)
  161,217 173,749
     
Total comprehensive income (loss) for the period 1,337,031 (69,765)
     

  

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

 
6 
 
   

Consolidated statements of changes in equity

Six-month periods ended on June 30, 2023 and 2022

(In thousands of Reais - R$)

 

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

Premium

on transfer

of shares

Special premium reserve of subsidiary

Share-

based

payments

Cash flow hedge reserve Post-employment benefits Cumulative adjustment of conversion into subsidiaries Effects from changes in the equity investments Accumulated losses Total
Balances as of December 31, 2021 4,039,112 3 (41,514) 11,020 83,229 114,462 (918,801) 14,855 1,032 (150,168) (24,206,908) (21,053,678)
Other comprehensive income (loss), net - - - - - - 174,620 - (871) - - 173,749
Loss for the period - - - - - - - - - - (243,514) (243,514)
Total comprehensive income (loss) for the period - - - - - - 174,620 - (871) - (243,514) (69,765)
Share-based payments expense - - - - - 9,461 - - - - - 9,461
Stock options exercised 694 588 - - - - - - - - - 1,282
Capital increase - - - 946,308 - - - - - - - 946,308
Treasury shares transferred - - 2,000 (1,094) - (906) - - - - - -
Balances on June 30, 2022 4,039,806 591 (39.514) 956,234 83,229 123,017 (744,181) 14,855 161 (150,168) (24,450,422) (20,166,392)

 

Balances as of December 31, 2022 4,040,397 - (38,910) 955,744 83,229 139,595 (613,353) (2,659) (4,309) (150,168) (25,768,381) (21,358,815)
Other comprehensive income (loss), net - - - - - - 165,281 - (4,064) - - 161,217
Net income for the period - - - - - - - - - - 1,175,814 1,175,814
Total comprehensive income (loss) for the period - - - - - - 165,281 - (4,064) - 1,175,814 1,337,031
Share-based payments expense - - - - - 7,496 - - - - - 7,496
Fair value result in transaction with controlling shareholder (Note 16.1.4) - - - (401,014) - - - - - - - (401,014)
Treasury shares transferred - - 19,908 (16,228) - (3,680) - - - - - -
Balances as of June 30, 2023 4,040,397 - (19,002) 538,502 83,229 143,411 (448,072) (2,659) (8,373) (150,168) (24,592,567) (20,415,302)

  

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

 
7 
 
   

Consolidated statements of cash flows

Six-month period ended on June 30, 2023 and 2022

(In thousands of Reais - R$)

 

  June 30, 2023 June 30, 2022
     
Income (Loss) for the period 1,175,814 (243,514)

Adjustments to reconcile the net loss to cash generated from

operating activities

   
Depreciation – aeronautical ROU 448,948  527,393
Depreciation and amortization – others 357,869  297,405
Allowance for expected loss on trade receivables (2,481)  (735)
Provision for inventory obsolescence 350 426
Provision for maintenance deposit and reserve - 6,284
Provision for losses on advance to suppliers and third parties - (149)
Adjustment to present value of provisions 96,982 95,078
Deferred taxes (19,739) 9,957
Loss with write-off of property, plant and equipment and intangible assets 20,887 4,454
Sale-leaseback gains (72,327) (55,491)
Amendment of contractual term (68,085) -
Recognition of provisions and contingencies 486,981 214,594
Foreign exchange and monetary variation, net (1,566,562) (1,373,761)
Interest, costs, discounts and premiums on loans and financing and leases 1,390,571 1,115,439
Discount on bond repurchase (183,082) -
Result of derivatives recognized in profit or loss 92,094 13,876
Share-based payments 7,496 9,461
Other provisions (12,363) (2,737)
Adjusted net income 2,153,353 617,980
     
Changes in operating assets and liabilities:    
Financial investments (113,368)  (18,863)
Trade receivables 45,259  (245,010)
Inventories 46,481  (99,559)
Deposits 50,840  (208,759)
Advance to suppliers and third parties (56,308)  (75,239)
Recoverable taxes 87,321  7,747
Variable and short-term leases 4,713  (533)
Suppliers 7,334  24,594
Suppliers – factoring (9,986)  7,267
Salaries, wages and benefits 155,540  255,687
Taxes obligation (56,608)  180,841
Landing fees 161,193  111,681
Advance from ticket sales (266,345)  980,823
Mileage program (93,081)  44,114
Advances from customers 60,902  (194,525)
Provisions (619,311)  (139,540)
Derivatives (1,462)  (54,189)
Other assets and liabilities, net (48,517)  2,575
Interest paid (520,690) (475,755)
Income tax and social contribution paid - (444)
Net cash flows from operating activities 987,260 720,893
     
     
Advances for property, plant and equipment acquisition, net - (106,958)
Acquisition of property, plant and equipment (339,980) (345,445)
Sale-leaseback transactions received 232 69,819
Acquisition of intangible assets (70,881) (69,645)
Net cash flows used in investing activities (410,629) (452,229)
 
8 
 
   

Consolidated statements of cash flows

Six-month period ended on June 30, 2023 and 2022

(In thousands of Reais - R$)

 

  June 30, 2023 June 30, 2022
Loans and financing funding 959,495 -
Loans and financing payments (249,385) (166,443)
Payments of leases liabilities – aeronautical ROU (1,141,763) (1,116,697)
Payments of leases liabilities – others (22,097) (25,235)
Capital increase - 946,308
Shares to be issued - 1,282
Net cash flows used in financing activities (453,750) (360,785)
     
Foreign exchange variation on cash held in foreign currencies (38,798) (71)
     
Increase (Decrease) in cash and cash equivalents 84,083 (92,192)
     
Cash and cash equivalents at the beginning of the year 169,035  486,258
Cash and cash equivalents at the end of the period 253,118  394,066

 

The transactions that don’t affect cash and cash equivalents are presented in Note 32 of these unaudited interim condensed consolidated financial statements.

 

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

 
9 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

V

1.Operating context

 

Gol Linhas Aéreas Inteligentes S.A. (“Company” or “GOL”) is a limited liability company incorporated on March 12, 2004 under Brazilian laws. The Company’s bylaws states that the corporate purpose is exercising the equity control of GOL Linhas Aéreas S.A. (“GLA”), which

provides scheduled and non-scheduled air transportation services for passengers and cargo, maintenance services for aircraft and components, develops frequent-flyer programs, among others.

 

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

 

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

 

1.1.Corporate structure

 

The corporate structure of the company and its subsidiaries, on June 30, 2023, is shown below:

 

 

 
10 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

 

The Company's equity interest in the capital stock of its subsidiaries, on June 30, 2023, is presented below:

 

Entity Incorporation Date Location

Principal

activity

Type of control % of interest in the capital stock
in the capital stock
June 30, 2023 December 31, 2022
GAC March 23, 2006 Cayman Islands Aircraft acquisition Direct 100.00 100.00
Gol Finance Inc. March 16, 2006 Cayman Islands Fundraising Direct 100.00 100.00
Gol Finance  June 21, 2013 Luxembourg Fundraising Direct 100.00 100.00
GLA April 9, 2007 Brazil Flight transportation Direct 100.00 100.00
GTX February 8, 2021 Brazil Equity investments Direct 100.00 100.00
Smiles Fidelidade February 6, 2023 Brazil Loyalty program Indirect 100.00 -
Smiles Viagens August 10, 2017 Brazil Tourism agency Indirect 100.00 100.00
Smiles Fidelidade Argentina (a) November 7, 2018 Argentina Loyalty program Indirect 100.00 100.00
Smiles Viajes y Turismo (a) November 20, 2018 Argentina Tourism agency Indirect 100.00 100.00
AirFim November 7, 2003 Brazil Investment fund Indirect 100.00 100.00
Fundo Sorriso July 14, 2014 Brazil Investment fund Indirect 100.00 100.00
(a)Companies with functional currency in Argentine pesos (ARS).

 

 

The subsidiaries GAC Inc., GOL Finance and GOL Finance Inc. are entities created for the specific purpose of continuing financial operations and related to the Company's fleet. They do not have their own governing body and decision-making autonomy. Therefore, their assets and liabilities are consolidated in the parent company.

 

GTX S.A., direct subsidiary by the Company, is pre-operational and its corporate purpose is to manage its own assets and have an interest in the capital of other companies.

 

Smiles Fidelidade, incorporated in February 2023 and pre-operational as of June 30, 2023, has as purpose the development and management of a customer loyalty program, whether own or third-party; the sale of rights to redeem prizes within the scope of the customer loyalty program; and provide general tourism services, among others.

 

Smiles Viagens e Turismo S.A. (“Smiles Viagens”), has as main purpose intermediating travel organization services by booking or selling airline tickets, accommodation, tours, among others. The subsidiaries Smiles Fidelidade Argentina and Smiles Viajes Y Turismo S.A., both headquartered in Buenos Aires, Argentina, have the purpose to promote Smiles Program’s operations and the sale of airline tickets in this country.

 

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

 

1.2.Capital structure and net working capital

 

On June 30, 2023, the net working capital is negative by R$10,818,649 (negative by R$ 10,867,704 on December 31, 2022) and negative equity of R$20,415,302 (negative by R$21,358,815 on December 31, 2022).

 

The observed variation is mainly due to the following factors:

·the Company's operating result for the period, with a 12.3% increase in the capacity, measured by ASK (available seat kilometers), and a 0.9 percentage point increase in the occupancy rate compared to the same period of the previous year;
·the Company's profit for the period, mainly impacted by the appreciation of the Brazilian real against the US dollar; and
 
11 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

·an increase in the Company's total liquidity and gain obtained as a result of a refinancing transaction with Abra Group Limited, described in accompanying note 1.4.

 

The Company is highly sensitive to the macroeconomic scenario and Brazilian Real’s volatility, as approximately 94.1% of the indebtedness (loans and financing and leases) is linked to US dollars (“US$”) and 47.1% of costs are also linked to US dollars, while the capacity to adjust ticket prices charged to its customers in order to offset the U.S. dollar appreciation is dependent on capacity (offer) and ticket prices practiced by the competitors.

 

Over the past five years, Management has taken a series of measures to adjust its capital structure and preserve liquidity and efficiency in its cost indicators. During the pandemic, the focus was on adjusting the fleet size to match seat capacity with demand levels, thereby maintaining high occupancy rates while improving productivity and efficiency in fixed costs. By the end of 2022, having almost returned to the same level of capacity and operational fleet size to its pre-pandemic levels, the Company achieved dollar unit costs similar to those prior to the pandemic, mitigating the effects of inflationary cost pressures, currency devaluation, and higher aviation fuel prices. Consumer demand for leisure air travel remains robust, even amidst a slower recovery in corporate demand, which has resulted in a 40% increase in fare levels compared to pre-pandemic levels and occupancy rates above 80%.

 

During the first 6 months of 2023, the Company completed a capital market transaction with Abra Group, raising up to US$1.4 billion, which provided new capital resources and refinanced approximately 58% of its debts maturing in 2024, 2025, and 2026, extending the average maturity to 2028 by over 3 years. The closest maturity related to ESN 2024 was refinanced by 84% in this transaction. The Company continues to work on improving operational efficiency, increasing profitability, and, together with its fleet transformation process, deleveraging and strengthening its balance sheet.

 

Although there is still significant uncertainty about how long it will take for the airline industry to recover, and this leads to a material uncertainty about our ability to remain in operation, the Company’s unaudited interim condensed consolidated financial information statements for the period ended on June 30, 2023, has been prepared on the assumption of a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business, in accordance with the business plan prepared by the Management, reviewed and approved at least annually by the Board of Directors. Therefore, these unaudited interim condensed consolidated financial information statements do not include any adjustments that may result from the inability to continue operating.

 

1.3.Landmark cargo and logistics services agreement

 

In April 2022, the Company signed a 10-year cargo service agreement with Mercado Livre. This agreement provides for a dedicated cargo fleet with 6 Boeing 737-800 BCFs, allowing including another 6 cargo aircraft by 2025. During the period ended June 30, 2023, the Company received 2 cargo aircraft, totaling 4 cargo aircraft in operation on this date.

 

GOL's agreement with Mercado Livre is part of the Company's investment to meet the needs of the growing Brazilian e-commerce market. As a result, the Company plans to expand its services and significantly increase the available cargo carrying capacity in tons in 2023 to generate additional revenue.

 

1.4.Agreement between the Controlling Shareholder and Main investors of Avianca

 

In May, 2022, the Company announced that its controlling shareholder, MOBI Fundo de Investimento em Ações Investimento no Exterior (“MOBI FIA”), had entered into a Master Contribution Agreement with the main shareholders of Investment Vehicle 1 Limited (“Avianca Holding”).

 

Under the terms of the Master Contribution Agreement, MOBI FIA was required to contribute its shares in GOL, and the main investors of Avianca Holding were required to contribute their shares in Avianca Holding to Abra Group Limited (“Abra”), a privately held company, incorporated under the laws of England and Wales. Additionally, the parties agreed to enter into a Shareholders' Agreement to govern their rights and obligations as shareholders of Abra.

 

GOL and Avianca will continue to operate independently and maintain their respective brands and cultures.

 

 
12 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

1.5.MAP Transportes Aéreos

 

In June, 2021, GOL signed an agreement to acquire MAP Transportes Aéreos Ltda., a domestic Brazilian airline with routes to regional destinations from Congonhas Airport in São Paulo, considering the Company's commitment to expand the air transportation demand and rationally consolidate in the domestic market as the country's economy recovers from Covid-19.

 

In December, 2021, through SG Order 1929/2021, the Administrative Council for Economic Defense (CADE) approved the operation without restrictions. The conclusion of the transaction is subject to other precedent conditions, which have not yet been fulfilled. Therefore, on June 30, 2023, there are no impacts on the unaudited interim condensed consolidated financial statements.

 

MAP may be acquired for R$28 million to be paid only after meeting all precedent conditions, through 100,000 preferred shares (GOLL4) at R$28.00 per share and R$25 million in cash in 24 monthly installments, with the assumption of up to R$100 million in MAP's financial commitments. On June 30, 2023, these conditions have not yet been finalized.

 

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

 

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

 

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

 

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

 

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

 

Management, when preparing these unaudited interim condensed consolidated financial statements, used the following disclosure criteria, considering regulatory aspects and the relevance of the transactions to understand the changes in the Company’s economic and financial position and its performance since the end of the fiscal year ended December 31, 2022, as well as the update of relevant information included in the annual financial statements related to the year ended December 31, 2022 disclosed on March 21, 2023.

 

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

 

 
13 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

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

·cash, cash equivalents and financial investments measured at fair value;
·derivative financial instruments measured at fair value; and
·investments accounted for using the equity method.

 

The Company’s unaudited interim condensed consolidated financial statements for the period ended June 30, 2023, has been prepared assuming that it will continue as a going concern, realizing assets and settling liabilities in the normal course of business, as per Note 1.2.

 

3.Approval of unaudited interim condensed consolidated financial statements

 

The approval and authorization for the issuance of these unaudited interim condensed consolidated financial statements took place at the Board of Directors’ meeting held on July 26, 2023.

 

4.Summary of significant accounting practices

 

The unaudited interim condensed consolidated financial statements were prepared based on policies, accounting practices and estimate calculation methods adopted and presented in detail in the annual financial statements related to the year ended December 31, 2022, issued on March 21, 2023.

 

4.1.New accounting standards and pronouncements adopted in the period

 

The following amendments to accounting standards became effective for periods beginning after January 1, 2023:

·Definition of accounting estimates (Amendments to IAS 8);
·Disclosure of accounting policies (Amendments to IAS 1 and IFRS Practice Statement 2);
·Deferred Taxes related to Assets and Liabilities arising from a Simple Transaction (Amendments to IAS 12);

  

These changes did not impact the Company's unaudited interim condensed consolidated financial information statements. Additionally, in the period ended June 30, 2023, no new standards or pronouncements were published which are expected to impact the Company's unaudited interim condensed consolidated financial information statements. Finally, the Company did not opt for the early adoption of standards or pronouncements.

 

 

4.2.Transactions in foreign currency

 

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

 

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

 

  Final Rate Average Rate
  June 30, 2023 December 31, 2022 June 30, 2023 June 30, 2022
U.S. Dollar 4.8192 5.2177 4.8569 5.0766
Argentinian Peso 0.0188 0.0295 0.0196 0.0455

 

 
14 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

5.Seasonality

 

Under normal economic and social conditions, the Company expects revenues and operating income (expense) from its flights to be at their highest levels in the summer and winter vacation periods, in January and July, respectively, and during the last weeks of December and in the year-end holiday period. Given the high proportion of fixed costs, this seasonality tends to drive changes in operating income (expense) across the fiscal-year quarters.

 

6.Cash and cash equivalents

 

  June 30, 2023 December 31, 2022
Cash and bank deposits 234,119 121,660
Cash equivalents 18,999 47,375
Total 253,118 169,035

 

The breakdown of cash equivalents is as follows:

 

  June 30, 2023 December 31, 2022
Local currency    
Private bonds 28 10
Automatic deposits 18,947 47,334
Total local currency 18,975 47,344
     
Foreign currency    
Private bonds 24 31
Total foreign currency 24 31
     
Total 18,999 47,375

 

7.Financial investments

 

  Weighted average rate (p.a.) June 30, 2023 December 31, 2022
Local currency      
Government bonds 98.7% do CDI 1,759 3,880
Private bonds 78.4% do CDI 277,007 253,386
Investment funds 78.7% do CDI 10,085 10,576
Total local currency   288,851 267,842
       
Foreign currency      
Investment funds 6.4% 171,625 155,576
Total foreign currency   171,625 155,576
       
Total   460,476 423,418
       
Current   419,292 404,113
Non-current   41,184 19,305

 

Of the total amount recorded on June 30, 2023, R$287,307 (R$266,553 on December 31, 2022), refer to investments used as guarantees linked to deposits for lease operations, derivative financial instruments, lawsuits and loans and financing.

 

 
15 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

8.Trade receivables

 

  June 30, 2023 December 31, 2022
Local currency    
Credit card administrators 246,215 287,754
Travel agencies 349,548 317,487
Cargo agencies 92,695 45,986
Airline partner companies 12,658 12,465
Other 20,710 31,477
Total local currency 721,826 695,169
     
Foreign currency    
Credit card administrators 78,030 80,812
Travel agencies 37,173 83,517
Cargo agencies 1,358 968
Airline partner companies 17,530 33,075
Other 5,392 16,741
Total foreign currency 139,483 215,113
     
Total gross 861,309 910,282
     
Allowance for expected loss on trade receivables (20,067) (22,548)
     
Total 841,242 887,734

 

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

 

  June 30, 2023 December 31, 2022
Not yet due    
Until 30 days 623,668 722,923
31 to 60 days 58,357 48,923
61 to 90 days 63,509 16,681
91 to 180 days 39,297 381
181 to 360 days 17,012 23,590
Above 360 days 1,559 7
Total not yet due 803,402 812,505
     
Overdue    
Until 30 days 17,227 46,856
31 to 60 days 1,545 9,321
61 to 90 days 6,978 3,383
91 to 180 days 7,384 9,845
181 to 360 days 4,668 2,598
Above 360 days 38 3,226
Total overdue 37,840 75,229
     
Total 841,242 887,734

  

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

 

  June 30, 2023
Balance at the beginning of the year (22,548)
(Additions) Reversals 2,481
Balances at the end of the period (20,067)

 

 
16 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

9.Inventories

 

  June 30, 2023 December 31, 2022
Consumables 32,269                26,494
Parts and maintenance materials 325,980              365,659
Advances to suppliers 33,785                46,712
Total 392,034              438,865

 

The changes in the provision for obsolescence are as follows:

 

  June 30, 2023
Balances at the beginning of the year (9,611)
Additions (350)
Write-offs 530
Balances at the end of the period (9,431)

 

10.Deposits

 

  June 30, 2023 December 31, 2022
Maintenance deposits 1,071,007 1,134,389
Court deposits 546,374 591,177
Deposit in guarantee for lease agreements 894,103 934,204
 Total 2,511,484 2,659,770
     
Current 312,178 380,267
Non-current 2,199,306 2,279,503

 

 

10.1.Maintenance deposits

 

The Company makes deposits in U.S. dollars for the maintenance of aircraft and engines, which will be used in future events as established in certain lease agreements. The Company has the right to choose to carry out the maintenance internally or through its suppliers.

 

Maintenance deposits do not exempt the Company, as a lessee, from contractual obligations related to the maintenance or the risk associated with operating activities. The Company has the right to choose to perform maintenance internally or through its suppliers. These deposits can be replaced by bank guarantees or letters of credit (SBLC - stand by letter of credit) as according to the conditions established in the aircraft lease. These letters can be executed by the lessors if the maintenance of the aircraft and engines does not occur according to the review schedule. On June 30, 2023, no letters of credit had been executed against the Company.

 

The Company has two categories of maintenance deposits:

 

·Maintenance guarantee: refers to one-time deposits that are refunded at the end of the lease, and can also be used in maintenance events, depending on negotiations with lessors. The balance of these deposits on June 30, 2023 was R$189,177 (R$231,222 on December 31, 2022).

 

·Maintenance reserve: refers to amounts paid monthly based on the use of components and can be used in maintenance events as set by an agreement. On June 30, 2023, the balance referring to such reserves was R$881,830 (R$903,167 on December 31, 2022).

 

 
17 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

10.2.Court deposits

 

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

 

10.3.Deposits in guarantee for leases agreements

 

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

 

11.Advance to suppliers and third parties

 

  June 30, 2023 December 31, 2022
Advance to domestic suppliers 236,346 227,036
Advance to international suppliers 134,227 65,141
Advance for materials and repairs 57,481 60,179
Total 428,054 352,356
     
Current 338,862 302,658
Non-current 89,192 49,698

 

12.Recoverable taxes

 

  June 30, 2023 December 31, 2022
IRPJ and CSLL prepayments 54,091 36,249
PIS and COFINS to recover 79,440 187,322
Value added tax (VAT) abroad 7,589 6,037
Other 19,841 18,674
Total 160,961 248,282
     
Current 131,272 195,175
Non-current 29,689 53,107

 

 
18 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

13.Deferred taxes

 

13.1.Deferred tax assets (liabilities)

 

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

 

  December 31, 2022 Statement of operations Shareholders’ Equity(*) June 30, 2023
Deferred taxes assets (liabilities) – GOL and Smiles Argentina        
Income tax losses carry forward 54,919 - - 54,919
Negative basis of social contribution 19,770 - - 19,770
Temporary differences:        
Allowance for expected loss on trade receivables and other credits 2,174 5 - 2,179
Provision for legal proceedings and tax liabilities 45 (45) - -
Others 343 (1,236) (116) (1,009)
Total deferred taxes – assets 77,251 (1,276) (116) 75,859
Deferred taxes assets (liabilities) – GLA        
       
Temporary differences:        
Slots (353,226) - - (353,226)
Depreciation of engines and parts for aircraft maintenance (227,878) (45,636) - (273,514)
Breakage provision (300,029) (49,523) - (349,552)
Goodwill amortization for tax purposes (190,211) (23,456) - (213,667)
Derivative transactions 22,185 9,043 - 31,228
Allowance for expected loss on trade receivable and other credits 200,790 10,723 - 211,513
Provision for aircraft and engine return 306,149 35,475 - 341,624
Provision for legal proceedings and tax liabilities 274,883 42,699 - 317,582
Aircraft leases and others 187,255 30,690 - 217,945
Others 43,728 11,000 - 54,728
Total deferred taxes – liabilities (36,354) 21,015 - (15,339)
Total effect of deferred taxes - Income (Expenses)   (19,739)    

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

 

The Company’s Management considers that the deferred assets and liabilities recognized on June 30, 2023 from temporary differences will be realized in proportion to realization of their bases and the expectation of future results.

 

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

Year Amount
2023 7,571
2024 13,104
2025 10,326
2026 8,690
2027 9,799
2027 onwards 25,199
Total 74,689

  

 
19 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

The direct subsidiary GLA has tax losses and negative bases of social contribution in the determination of taxable profit, to be offset against 30% of future annual tax profits, with no prescription period, not recorded in the balance sheet, in the following amounts:

 

   GLA
  June 30, 2023 December 31, 2022
Accumulated income tax losses 15,548,474 14,989,912
Potential tax credit (34%) 5,286,481 5,096,570

  

13.2.Reconciliation of income tax and social contribution expense

 

The reconciliation of tax expenses and multiplying the loss before income tax and social contribution by the nominal tax rate for the periods ended June 30, 2023 and 2022 is as follows:

 

  June 30, 2023 June 30, 2022
Income (Loss) before income tax and social contribution 1,171,782 (230,470)
Combined tax rate 34% 34%
Income at the statutory tax rate (398,406) 78,360
     
Adjustments to calculate the effective tax rate:    
Tax rate difference on results of offshore subsidiaries 9,052 (20,699)
Non-deductible expenses, net (61,374) (35,143)
Exchange rate change on foreign investments 38,013 73,736
Tax benefits 73,290 -
Benefit (not constituted) on tax losses and temporary differences 343,457 (109,298)
Total income tax                 4,032 (13,044)
     
Income tax and social contribution    
Current (15,707) (3,087)
Deferred 19,739 (9,957)
Total taxes loss                 4,032 (13,044)

 

 
20 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

14.Property, plant and equipment

 

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

 

    December 31, 2022          June 30, 2023  
  Weighted average rate (p.a.) Historical cost Accumulated depreciation Net opening balance Additions Contractual amendment Depreciation Write-offs and transfers Net ending balance Historical cost Accumulated depreciation
Flight equipment                      
Aircraft - RoU(1) with purchase option 10.68% 1,406,085 (69,869) 1,336,216          14,939               -    (60,157)    (39,573) 1,251,425 1,380,225    (128,800)
Aircraft - RoU(1) without purchase option 17.28% 8,148,917 (2,827,551) 5,321,366          59,355   (49,423)    (375,863)    (3,489)  4,951,946   8,025,901  (3,073,955)
Spare parts and engines - Own (3) (4) 7.16% 2,188,299 (1,061,674) 1,126,625    139,934           -         (73,196)   (38,335)  1,155,028  2,168,637  (1,013,609)
Spare parts and engines – RoU(1) 42.09% 146,188 (91,077) 55,111       35,571               -        (12,928)              -          77,754      178,598     (100,844)
Aircraft and engine improvements 46.37% 3,447,804 (2,453,250) 994,554      238,786    -        (221,047)   (18,141)     994,152  3,442,835  (2,448,683)
Tools 10.00% 63,183 (36,326) 26,857            1,631               -         (2,195)       (114)     26,179      64,403       (38,224)
    15,400,476 (6,539,747) 8,860,729 490,216 (49,423) (745,386) (99,652) 8,456,484 15,260,599 (6,804,115)
                       
Non-aeronautical property, plant and equipment                    
Vehicles 20.00% 11,996 (10,349) 1,647 843 - (358) 3 2,135 12,393 (10,258)
Machinery and equipment 10.00% 62,926 (51,514) 11,412 393 - (940) (1) 10,864 62,796 (51,932)
Furniture and fixtures 10.00% 33,870 (23,549) 10,321 544 - (1,021) (28) 9,816 34,324 (24,508)
Computers, peripherals and equipment 19.72 % 52,220 (42,317) 9,903 1,461 - (2,345) (10) 9,009 52,185 (43,176)
Computers, peripherals and equipment -RoU(1) 50.00% 33,518 (25,579) 7,939 - - (2,821) - 5,118 33,518 (28,400)
Third-party property improvements 20.61% 185,621 (176,432) 9,189 - - (3,009) (64) 6,116 185,504 (179,388)
Third-party properties – RoU(1) 8.03% 254,130 (43,603) 210,527 423 640 (8,507) - 203,083 255,193 (52,110)
Construction in progress - 14,456 - 14,456 462 - - - 14,918 14,918 -
    648,737 (373,343) 275,394 4,126 640 (19,001) (100) 261,059 650,831 (389,772)
                       
Impairment losses (2) - (20,488) - (20,488) 3,858 - - - (16,630) (16,630) -
Total property, plant and equipment in use   16,028,725 (6,913,090) 9,115,635 498,200 (48,783) (764,387) (99,752) 8,700,913 15,894,800 (7,193,887)
                       
Advances to suppliers - 473,061 - 473,061 (36,777) - - - 436,284 436,284 -
Total   16,501,786 (6,913,090) 9,588,696 461,423 (48,783) (764,387) (99,752) 9,137,197 16,331,084 (7,193,887)
                               

 

(1)Right of Use (“RoU”).
(2)Refers to provisions for impairment losses for rotable items (spare parts), classified under “Parts and spare engines", recorded by the Company in order to present its assets according to the actual capacity for the generation of expected future benefits.
(3)On June 30, 2023 and December 31,2022, the balance of spare parts is granted as a guarantee to the Senior Secured Notes 2026 and Senior Secured Notes 2028, as per Note 16.
(4)On June 30, 2023, 3 engines (17 engines on December 31, 2022) are granted as a guarantee to the Spare Engine Facility and the Loan Facility, according to Note 16.

 

 
21 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

15.Intangible assets

 

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

 

 

 

 

Weighted average rate (p.a.)

December 31, 2022       June 30, 2023  
Historical cost Accumulated amortization

Net opening

balance

Additions Amortization Write-offs and transfers Net ending balance Historical cost Accumulated amortization
Goodwill -        542,302                -       542,302  -     -     -     542,302  542,302  -   
Slots - 1,038,900 - 1,038,900  -     -     -     1,038,900  1,038,900  -   
Softwares 29.06% 554,939 (273,152) 281,787  70,881  (54)  (42,430)  310,184  569,572  (259,388)
Others 20.00%          10,000 (10,000)                 -     -     -     -     -     10,000  (10,000)
Total     2,146,141      (283,152)   1,862,989  70,881  (54)  (42,430)  1,891,386  2,160,774  (269,388)

 

The balances of goodwill and airport operating rights (slots) were tested for impairment on December 31, 2022 through the discounted cash flow for each cash-generating unit, giving rise to the value in use. The Company operates a single cash generating unit, considering that the revenue depends on different assets that cannot be evaluated in isolation for measuring the value in use. On June 30, 2023, no indications of impairment on the cash-generating unit were identified.

 

To establish the book value of each CGU, the Company considers not only the recorded intangible assets but also all tangible assets necessary for conducting business, as it is only through the use of this set that the Company will generate economic benefits.

 

 
22 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

16.Loans and financing

 

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

 

      December 31, 2022               June 30, 2023 
  Maturity Interest rate p.a. Current Non-current Total Funding Unrealized gain (loss) from ESN Payments Interest incurred Interest paid Exchange rate change Amortization of costs and premiums  Total Current Non-current
Domestic currency contracts                              
Debentures (a) 10/2024 18.76% 640,046 431,973 1,072,019 - - (109,255) 86,714 (86,841) - 5,760 968,397 822,775 145,622
Working capital – Lines of credit (b) 10/2025 18.81% 76,710 39,071 115,781 - - (38,054) 8,573 (8,205) - - 78,095 68,098 9,997
                               
Foreign currency contracts                              
Import financing (c) 05/2024 14.30% 77,193 - 77,193 - - (9,694) 4,968 (5,968) (5,731) - 60,768 60,768 -
ESN 2024 (1) (d) 07/2024 3.75% 38,114 1,819,315 1,857,429 - (9,888) (1,531,554) 51,190 (49,896) (26,547) 12 290,746 5,630 285,116
Spare Engine Facility (e) 09/2024 6.00% 30,265 93,963 124,228 - - (115,171) 3,193 (4,686) (8,057) 493 - - -
Senior Notes 2025 (f) 01/2025 7.00% 98,919 3,372,353 3,471,272 - - (1,583,328) 79,100 (125,913) (145,077) 3,146 1,699,200 47,229 1,651,971
Senior Secured Notes 2026 (g) 06/2026 8.00% - 3,272,229 3,272,229 - - (2,007,389) 69,205 (66,795) (106,370) 10,077 1,170,957 - 1,170,957
Senior Secured Amortizing Notes (h) 06/2026 4.16% 121,111 882,168 1,003,279 174,893 - (53,472) 22,842 (21,750) (85,967) 3,495 1,043,320 332,290 711,030
Loan Facility (i) 03/2028 6.53% 27,682 144,182 171,864 - - (43,054) 4,658 (6,734) (13,869) 126 112,991 12,074 100,917
Senior Secured Notes 2028 (k) 03/2028 18.00% - - - 6,286,328 - - 378,905 (59,194) (459,593) - 6,146,446 86,673 6,059,773
Perpetual bonds (j) - 8.75% 16,589 803,008 819,597 - - (79,615) 32,035 (34,829) (55,381) - 681,807 13,801 668,006
Total     1,126,629 10,858,262  11,984,891 6,461,221 (9,888) (5,570,586) 741,383 (470,811) (906,592) 23,109 12,252,727 1,449,338 10,803,389
                                   

(1)        Exchangeable Senior Notes, see note 31.2.

 

(a)The debentures considering the following issues: (i) 7th issue: 88,750 bonds by the subsidiary GLA in October 2018, for the early full settlement of the 6th issue; and (ii) 8th issue: 610,217 bonds by the subsidiary GLA in October 2021 to refinance short-term debt. The debentures have personal guarantees from the Company and a real guarantee provided by GLA as a fiduciary assignment of certain credit card receivables, preserving the rights to prepay the receivables of these guarantees.
(b)Issuance of transactions with the purpose maintaining and managing the Company's working capital.
(c)Credit lines with private banks used to finance the import of spare parts and aeronautical equipment.
(d)Issuance of Exchangeable Senior Notes (“ESN”), by the subsidiary Gol Finance, in March, April and July 2019, with maturity in 2024, with holders entitled to exchange them for the Company’s American Depositary Shares ("ADSs").
(e)Loan backed by the Company's own engines, with maturity in 2024.
(f)Issuance of Senior Notes 2025 by the subsidiary Gol Finance in December 2017 and February 2018 to buyback Senior Notes and for overall purposes of the Company.
(g)Issuance of Secured Senior Notes 2026 by the subsidiary Gol Finance in December 2020, May and September 2021, with maturity in 2026.
(h)Issuance of Senior Secured Amortizing Notes by the subsidiary Gol Finance in December 2022, January, April and June 2023, with maturity in 2025 and 2026 in exchange for full compliance with certain aircraft lease payment obligations, which are under agreement of deferment.
(i)Loans with a guarantee of 5 engines in total, carried out between 2017 and 2020.
(j)Issuance of Perpetual Notes by the subsidiary Gol Finance in April 2006 to finance the aircraft’s acquisition.
(k)Issuance of Senior Secured Notes 2028 by the subsidiary Gol Finance with Abra Group Limited, in March, April, May and June 2023, with maturity in 2028. See Note 16.1.4.
 
23 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

On June 30, 2023 total loans and financing includes funding costs and premiums totaling R$84,040 (R$178,706 on December 31, 2022) that will be amortized over the life of their loans and financing. The total also includes the fair value of the derivative financial instrument, referring to the convertibility of the ESN 2024, totaling R$5,701 on June 30, 2023 (R$17,753 on December 31, 2022).

 

16.1.New funding and renegotiations during the period ended on June 30, 2023

 

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

 

16.1.1.Debentures

 

During the period ended on June 30, 2023, General Meetings of Bondholders were held, which deliberated:

 

·the postponement of the payment of the extraordinary mandatory amortization installment due on April 27, 2023 to July 27, 2023;
·the postponement of the payment of current amortization installments due on April 27, 2023, May 27, 2023 and June 27, 2023 to July 27, 2023; and
·the postponement of the mandatory collateral composition due on April 27, 2023 to July 27, 2023.

 

16.1.2.Import Financing

 

During the period ended June 30, 2023, the Company, through its subsidiary GLA, raised funds and renegotiated the due dates of this type of agreement, impacting the interest rate, disclosed in table above. The remaining conditions of this operation remained unchanged. Such operations are part of a credit line maintained by GLA for engine maintenance, import financing in order to purchase spare parts and aircraft equipment.

 

16.1.3.Senior Secured Amortizing Notes

 

On June 30, 2023, the Company issued additional Senior Secured Amortizing Notes to those issued on December 30, 2022, as shown in the table below:

 

Operation Amount Costs, premiums e goodwill Exchange rate Maturity
Date (US$ mil) (R$ mil) (US$ mil) (R$ mil) Change p.a. Date
01/27/2023          6,993          35,499  365 1,826 5.0% 06/30/2026
04/20/2023 19,976 100,873 578 2,700 3.0% 06/30/2025
06/07/2023 9,000 44,207 214 1,160 3.0% 06/30/2025
Total   35,969   180,579  1,157 5,686    

 

 

16.1.4.Senior Secured Notes 2028

 

Under the terms of the controlling shareholder transaction disclosed in note 1.4, in February 2023, the Company and Abra signed the Support Agreement with Abra's commitment to invest in the Company from the issuance of Senior Secured Notes due in 2028. Part of the funds from the commitment assumed for financing came from the members of an Ad-Hoc Group of holders of Senior Notes of GOL (“Ad-Hoc Group”) and another part of the investment came from holders of Senior Notes outside the Group Ad-Hoc (“Non-AHC Group”), who have adhered to the terms of the Support Agreement.

 
24 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

To this end, Abra has agreed to issue the Senior Secured Notes (“SSNs”) due 2028, which will be convertible into Exchangeable Senior Secured Notes (“ESSNs”) due 2028, and the Ad-Hoc Group has agreed to exchange certain Company's existing Senior Notes (ESN 2024, Senior Notes 2025, Senior Secured Notes 2026 and the Perpetual Notes) for the new SSNs.

 

In this financing commitment, Abra has agreed to (i) invest cash in the Company; (ii) contribute GOL Bonds acquired from the Ad-Hoc Group and other holders to GOL; and (iii) in return, receive new Bonds through the issuance of SSNs.

 

In March 2023, Abra issued the SSNs and entered into the Senior Secured Note Purchase Agreement with GOL as guarantor and paying agent, GOL Finance as issuer and guarantee of Smiles Fidelidade S.A.. On the same date, GOL issued SSN 2028 to Abra, with interest of 18.0% p.a., payable semi-annually, of which the Company may choose to capitalize up to 13.5% p.a., and a discount of 15 points. The SSN 2028 are guaranteed by the intellectual property, systems infrastructure, data and manuals of the Smiles loyalty program, in addition to the parts guarantee shared with the Senior Secured Notes 2026.

 

During the period ended June 30, 2023 the Company issued to Abra R$5,885,314, equivalent to US$1,168,620, in the form of Senior Secured Notes 2028, whose fair value upon initial recognition totaled R$6,286,328 (US$1,211,016). Given that the transaction was carried out with the Company's controlling shareholder, the difference between the nominal value of the debt and the fair value was recognized directly in shareholders' equity.

 

Part of the issue carried out was used to repurchase 84.0% of the 2024 ESN, 47.0% of the 2025 Senior Notes, 61.4% of the 2026 Senior Secured Notes and 9.9% of the Perpetual Bonds, totalizing the carrying amount of R$5,192,880. Considering the change of creditor, such amortizations were considered as partial extinguishment, under the perspective of IFRS 9. In this context, the costs related to the issuance, as well as the difference between the carrying amount attributed to the part unrecognized by the partial extinguishment of the securities repurchased and the face value of the new liability assumed, were recognized directly in the result, see accompanying note 29. In addition to the amounts mentioned above, part of the issuance did not pass through the Company's cash, being directly transferred by Abra for payment of the Company's obligation with to supplier, see accompanying note 32.

 

SSN 2028 may, at Abra's request, be converted into Exchangeable Senior Secured Notes 2028 (ESSN 2028), provided that the Company has obtained the respective corporate approvals and issuance of warrants that may be exchanged for preferred shares issued by the Company, which should ensure preemptive rights for GOL's shareholders.

 

 
25 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

16.2.Loans and financing – Non-current

 

On June 30, 2023, the maturities of loans and financing recorded in non-current liabilities were as follows:

 

  2024 2025 2026 2027 2027 onwards Without maturity date Total
In domestic currency
Debentures 145,622 - - - - - 145,622
Working capital – Lines of credit 7,917 2,080 - - - - 9,997
In foreign currency              
ESN 2024 285,116 - - - - - 285,116
Senior Notes 2025 - 1,651,971 - - - - 1,651,971
Senior Secured Notes 2026 - - 1,170,957 - - - 1,170,957
Senior Secured Amortizing Notes 229,882 355,540 125,608 - - - 711,030
Loan Facility 6,369 12,738 54,211 4,366 23,233 - 100,917
Senior Secured Notes 2028 - - - - 6,059,773 - 6,059,773
Perpetual bonds - - - - - 668,006 668,006
Total 674,906 2,022,329 1,350,776 4,366 6,083,006 668,006 10,803,389

 

16.3.Fair Value

 

The fair value of loans and financing as of June 30, 2023, is as follows:

 

  Book value (*) Fair value
Debentures 968,397 968,397
ESN 2024 290,746 221,326
Senior notes 2025 1,699,200 861,196
Senior secured notes 2026 1,170,957 679,225
Senior Secured Amortizing Notes 1,043,320 1,063,793
Senior Secured Notes 2028 6,146,446 5,665,410
Perpetual bonds 681,807 321,132
Other loans and financing 251,854 251,854
Total 12,252,727 10,032,333

(*) Total net of funding costs.

 

 
26 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

16.4.Covenants

 

The Company has covenants in the Debentures, Senior secured notes 2026 and Senior Secured Amortizing Notes.

 

The mandatory measurement of the indicators provided for in the deeds of the 7th and 8th issuance will be as of June 2023. The next measurement will be in December 2023.

 

Within the scope of the Senior secured notes 2026, the Company complies with guarantee conditions linked to inventory parts and intellectual property. On June 30, 2023, the Company had GLA’s parts and equipment guaranteed linked to this agreement meeting the contractual conditions. The next measurement will be in December 2023.

 

In the operation of Senior Secured Amortizing Notes, the Company complies with guarantee conditions related to receivables on a quarterly basis. On June 30, 2023, the Company had GLA’s receivables as collateral for this contract that met the contractual conditions. The next measurement will be in December 2023.

 

 
27 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

17.Leases

 

On June 30, 2023, the balance of leases payable includes: (i) R$12,565 relating to variable payments, not included in the measurement of liabilities, and short-term leases (R$15,670 on December 31, 2022), which fall under the exemption provided for in IFRS 16; and (ii) R$9,652,104 referring to the present value on this date of future lease payments (R$11,191,289 on December 31, 2022).

 

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

 

 

  Weighted average rate (p.a.) December 31, 2022                 June 30, 2023
  Current Non-current Total Additions Write-offs Contractual amendment Payments Clearing with Deposits and other assets Interest incurred Interest paid Exchange rate change Total Current Non-current
Agreements in local currency                            
With purchase option 17.58% 5,036 3,313 8,349 - - - (2,429) - 497 (509) - 5,908 4,681 1,227
Without purchase option 10.52% 37,219 221,342 258,561 423 - 640 (19,668) - 11,598 - - 251,554 33,336 218,218
Agreements in foreign currency                            
With purchase option 7.19% 133,884 1,257,198 1,391,082 15,643 (46,860) - (67,465) (4,850) 40,401 (50,992) (99,940) 1,177,019 106,298 1,070,721
Without purchase option 12.50% 1,756,449 7,776,848 9,533,297 119,630 (7,681) (117,508) (1,074,298) (145,171) 573,583 - (664,229) 8,217,623 1,588,539 6,629,084
Total 1,932,588 9,258,701 11,191,289 135,696 (54,541) (116,868) (1.163.860) (150,021) 626,079 (51,501) (764,169) 9,652,104 1,732,854 7,919,250
                                 

 

 
28 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

In the period ended June 30, 2023, the Company directly recognized in the cost from services, totaling R$23,307 (R$5,135 on June 30, 2022) related to short-term leases and variable payments.

 

In the context of dedicated cargo aircraft operations, the Company earned in the period ended June 30, 2023 subleasing revenue in the amount of R$20,120.

 

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

 

  June 30, 2023 December 31, 2022
2023 1,603,626 3,059,448
2024 2,205,968 2,325,227
2025 1,925,859 2,055,173
2026 1,665,322 1,798,293
2027 1,502,263 1,624,277
2027 onwards 5,664,488 5,974,709
Total minimum lease payments 14,567,526 16,837,127
Less total interest (4,902,857) (5,630,167)
Present value of minimum lease payments 9,664,669 11,206,960
Less current portion (1,745,419) (1,948,259)
Non-current portion 7,919,250 9,258,701

 

17.1.Sale-leaseback transactions

 

During the period ended June 30, 2023, the Company carried out sale-leaseback operations of 9 engines, from which it recorded a net gain of R$72,327 (R$55,491 referring to 8 sale-leaseback operations during the period ended on June 30, 2022), recorded in the statement of operations in the group of “Other income (expenses), net”.

 

18.Suppliers

 

  June 30, 2023 December 31, 2022
Local currency  1,674,562 1,858,820
Foreign currency  707,792 461,134
Total 2,382,354 2,319,954
     
Current 2,258,893 2,274,503
Non-current 123,461 45,451

 

19.Suppliers - Forfaiting

  

The Company has an arrangement in place that allow suppliers to receive their payments in advance with the financial institution. The forfaiting operations do not imply any change in the securities issued by their suppliers, with the original trading conditions being maintained, including maturities and amounts. On June 30, 2023, the amount recorded under current liabilities arising from forfeiting operations was R$19,955 (R$29,941 on December 31, 2022).

 
29 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

20.Taxes payable

 

  June 30, 2023 December 31, 2022
PIS and COFINS 157 91,316
Installment payments(a) 361,637 341,756
Withholding income tax on salaries 55,687 54,364
IRPJ and CSLL payable 36,763 22,125
Other 13,071 14,362
Total 467,315 523,923
     
Current 195,767 258,811
Non-current 271,548 265,112
(a)In the period ended on June 30, 2023, the Company carried out accessions to the simplified federal tax installment plan of PIS and COFINS, both with a maturity period of 5 years.

 

21.Advance ticket sales

 

On June 30, 2023, the balance of advance ticket sales classified in current liabilities was R$3,236,211 (R$3,502,556 on December 31, 2022) and is represented by 9,749,467 tickets sold and not yet used (8,828,006 on December 31, 2022) with an average use of 67 days (56 days on December 31, 2022).

 

Balances of advance ticket sales are shown net of breakage corresponding to R$259,107 on June 30, 2023 (R$ 232,752 on December 31, 2022).

 

On June 30, 2023, the Company has reimbursements to pay related to non-performed transports in the amount of R$19,478 (R$48,566 on December 31, 2022), recorded as Other liabilities in current liabilities.

 

22.Mileage program

 

  June 30, 2023 December 31, 2022
Mileage program 2,572,671 2,533,410
Breakage (796,448) (664,106)
Total 1,776,223 1,869,304
     
Current 1,578,493 1,576,849
Non-current 197,730 292,455

 

Breakage consists of the estimate of miles with a high potential to expire without being used. IFRS 15 – “Revenue from Contract with Customers” provides for the recognition of revenue by the estimate (breakage) over the contractual period, therefore, before the miles are redeemed, given that this is not expected before expiration.

 

 
30 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

23.Provisions

 

  Post-employment benefits Aircraft and engine return Legal proceedings (a) Total
Balances on December 31, 2022 113,397 2,601,195 815,211 3,529,803
Recognition (Reversal) of provision 4,653 207,679 281,946 494,278
Provisions used - (464,188) (155,123) (619,311)
Present value adjustment 6,689 90,293 - 96,982
Exchange rate variation - (197,044) (3,235) (200,279)
Balances on June 30, 2023 124,739 2,237,935 938,799 3,301,473
         
On June 30, 2023        
Current - 516,563 - 516,563
Non-current 124,739 1,721,372 938,799 2,784,910
Total 124,739 2,237,935 938,799 3,301,473
         
On December 31, 2022        
Current - 634,820 - 634,820
Non-current 113,397 1,966,375 815,211 2,894,983
Total 113,397 2,601,195 815,211 3,529,803
(a)The provisions used consider write-offs due to the revaluation of estimates and settled processes.

 

23.1.Provisions for post-employment benefits

 

The Company offers to its employees health care plans that, due to complying with current laws, generate obligations with post-employment benefits. The actuarial assumptions applied when measuring the post-employment benefit remain the same as those disclosed in the annual financial statements.

 

23.2.Provision for aircraft and engine return

 

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

 

The Company also has a provision for the return of aircraft and engines recorded against the Maintenance, materials and repairs, considering the current conditions of the aircraft and engines and the forecast of use until the actual return. These provisions are measured at present value and will be disbursed until the aircraft and engines redelivery.

 

23.3.Provision for legal proceedings

 

On June 30, 2023, the Company and its subsidiaries are involved in certain legal matters arising from the regular course of their business, which include civil, administrative, tax, social security, and labor lawsuits.

 

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

 

 

 
31 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

  Probable loss Possible loss
  June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Civil 179,757 165,475 73,275 74,212
Labor 418,859 425,711 130,684 137,245
Tax 340,183 224,025 1,310,396 1,247,288
Total 938,799 815,211 1,514,355 1,458,745

 

The National Union of Airline Companies (SNEA) is discussing the maintenance, by its members, of the tax regime for the Social Security Contribution on Gross Revenue (CPRB) throughout the calendar year 2018, disregarding the effects of Law No. 13670/18, which came into effect in September 2018. In June 2023, considering the position of the Superior Courts on the matter, especially the STJ (1st panel) through theme 1184, the Company reassessed the loss prognosis, resulting in the reclassification of the related debts as probable risk.

 

Details regarding other relevant legal proceedings were disclosed in the financial statements for the year ended December 31, 2022. There were no other relevant movements concerning new proceedings or reclassification of risk loss in the period ending on June 30, 2023.

 

23.3.1.Active Lawsuits

 

In 2007, the Company filed an arbitration at the International Court of Arbitration (“ICC”) against the sellers of VRG and its controlling shareholders due to the purchase price adjustment. In January 2011, ICC ruled in GOL’s favor. The procedure to enforce the arbitration decision started at the Cayman Court, jurisdiction of one of the defendants, which ruled in May 2022 in GOL’s favor, confirming that the court decision can be fully enforced. In May 2022, an agreement was signed between the parties, settled in June 2023, through which GOL received US$42,000, equivalent to R$204,330 on the date of receipt, for the final resolution of the arbitration.

 

24.Shareholders’ equity

 

24.1.Capital stock

 

On February 15, 2023, the Company's Board of Directors approved the voluntary conversion of 210 common shares into 6 preferred shares, all registered and without par value and without changing the value of the Company's capital stock.

 

On June 30, 2023 and December 31, 2022, the Company's share capital was R$4,040,397 represented by 3,200,516,077 shares, with 2,863,682,500 common shares and 336,833,577 preferred shares (3,200,516,281 shares, comprise by 2,863,682,710 common shares and 336,833,571 preferred shares on December 31, 2022). The share capital above is reduced by the costs to issue shares totaling R$157,495 on June 30, 2023 and December 31, 2022.

 
32 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

The Company’s shares are held as follows:

 

  June 30, 2023 December 31, 2022
  Common shares Preferred shares Total Common shares Preferred shares Total
ABRA MOBI LLP(1) (2) (3) 50.00% 23.62% 28.78% - - -
ABRA Kingsland LLP(3) 50.00% 15.31% 22.09% - - -
MOBI FIA (1) (2) (3) - - - 100.00% 38.93% 50.87%
American Airlines Inc. - 6.60% 5.31% - 6.60% 5.31%
Abra Group Limited - 3.76% 3.03% - - -
Path Brazil (2) - - - - 3.22% 2.59%
Others - 1.77% 1.42% - 1.41% 1.14%
Market - 48.94% 39.37% - 49.84% 40.09%
Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
(1)In the context of the exchangeable senior notes 2024, issued in 2019, MOBI lent up to 14,000,000 ADSs to Bank of America Corporation, which operates the ADS lending facility, in order to facilitate privately negotiated derivatives transactions or other hedging activities related to the exchangeable senior notes. The ADSs will be returned to MOBI upon maturity of the exchangeable senior notes or upon termination of the ADS lending agreement that it entered into.
(2)It refers to legal entities controlled by the controlling shareholders (Constantino family).
(3)In the context of the agreement between the controlling shareholder and the main shareholders of Avianca, in the period ended June 30, 2023 MOBI FIA transferred 100% of the common shares of the Company to Abra. In the same period, Abra transferred 50% of the Company’s common shares to Abra Kingsland LLP and 50% of the Company’s common shares to Abra MOBI LLP. Abra holds 99.99% of the economic rights in Abra MOBI LLP and in Abra Kingsland LLP.

 

The authorized share capital on June 30, 2023 is R$17 billion. Within the authorized limit, the Company can, once approved by the Board of Directors, increase its capital regardless of any amendment to its by-laws, by issuing shares, without necessarily maintaining the proportion between the different types of shares. Under the law terms, in case of capital increase within the authorized limit, the Board of Directors will define the issuance conditions, including pricing and payment terms.

 

24.2.Treasury shares

 

On June 30, 2023, the Company had 557,194 treasury shares, totaling R$19,002 (1,140,940 shares totaling R$38,910 on December 31, 2022). On June 30, 2023, the closing market price for treasury shares was R$13.17 (R$7.34 on December 31, 2022).

 
33 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

25.Results per share

 

The Company's results per share was determined as follows:

 

  June 30, 2023 June 30, 2022
  Common shares Preferred shares Total Common shares Preferred shares Total
Numerator            
Net income (Loss) for the period 229,795 946,019 1,175,814 (49,651) (193,863) (243,514)
             
Denominator            
Weighted average number of outstanding shares (in thousands) 2,863,683 336,276   2,863,683 318,307  
Effect of dilutive securities (a) - 765   - -  
Adjusted weighted average number of outstanding shares and diluted presumed conversions (in thousands) 2,863,683 337,041   2,863,683 318,307  
             
In Brazilian Real (R$)            
Basic income (loss) per share 0.080 2.813   (0.017) (0.609)  
Diluted income (loss) per share 0.080 2.807   (0.017) (0.609)  

 

(a)Due to the loss recorded in the period ended on June 30, 2022, the potentially convertible instruments were not considered in the total number of shares in circulation for determining the diluted loss per share.

 

26.Share-based payments

 

The conditions of the stock option and restricted share plans granted to the Company’s Executive Officers were disclosed in detail in the annual financial statements related to the year ended December 31, 2022, and did not change during the period ended on June 30, 2023. 

 

26.1.Stock option plan - GOL

 

The movement of the stock options outstanding for in the period ended on June 30, 2023, is as follows:

 

 

Number

of stock

options

Weighted

average exercise price

Outstanding options on December 31, 2022 8,072,765 13.00
Options exercised (84,327) 4.52
Options canceled and adjustments in estimated prescribed rights (536,003) 13.07
Outstanding options on June 30, 2023 7,452,435 13.04
     
Number of options exercisable on:    
December 31, 2022 5,166,147 14.64
June 30, 2023 5,446,134 13.95

 

The expense recognized in the statement of operations for period corresponding to the stock option plans in the period ended June 30, 2023, was R$4,508 (R$4,096 in the period ended June 30, 2022).

 
34 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

26.2.Restricted share plan - GOL

 

On June 30, 2023, the company transferred 455,584 treasury shares to settle the restricted stock plan. As of June 30, 2023, the Company has 1,675,412 restricted shares (1,487,620 as of December 31, 2022).

 

The expense recognized in the statement of operations for the period corresponding to the restricted share plans in the period ended June 30, 2023, was R$2,988 (R$5,365 in the period ended June 30, 2022).

 

27.Transactions with related parties

 

27.1.Transportation services

 

In the course of its operations, the Company, by itself and through its subsidiaries, entered into agreements with the companies listed below, which are owned by the Company's main shareholders:

 

·Expresso Caxiense S.A.: Provision of passenger transportation services in case of an interrupted flight, effective until November 2025; and

 

·Viação Piracicabana Ltda.: Provision of passenger, baggage, crew, and employee transportation services between airports, effective until September 2026.

 

During the period ended June 30, 2023, GLA recognized total expenses related to these services of R$1,852 (R$1,825 in the period ended June 30, 2022). On the same date, the balance payable to related companies, under “Suppliers”, was of R$1,233 (R$737 on December 31, 2022).

 

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

 

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

 

These contracts were entered into under market conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated above are owned by the Company's main shareholders.

 

 
35 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

27.3.Multimodal transport commercial partnership agreement

 

Company´s subsidiary GLA entered into a commercial partnership agreement with the companies União Transporte, Itamarati Express and Cruz Encomedas (together denominated, “Grupo Comporte”), Tex Transportes and Expresso Luxo, effective until January 2024, the purpose of which is to provide multimodal transport, including road freight transport by the Partners and air transport services provided by GLA. In order to achieve the Agreement, GLA signed a Contract for the provision of multimodal transport services with each of these companies. The parties will be remunerated for the value of the service related to the section operated by each party, through the issuance of the respective CTe, in accordance with the values established in the price tables practiced by each Party.

 

These contracts were entered into under market conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated above are owned by the Company's main shareholders.

 

27.4.Commercial partnership agreement – Pagol

 

During the year ended December 31, 2022, the Company entered into two agreements with the related party Pagol Participações Societárias Ltda (“Pagol”).

 

The Company and Pagol entered into a commercial agreement to disclose the financial products offered by Pagol to the Company's customers, suppliers and employees. This Agreement is valid for 10 years and its implementation depends on precedent conditions established in the agreement, with the possibility of the Company receiving a commission income, to be negotiated between the parties, according to the products offered. Subsequently, on April 4, 2023, the Parties included Pagol Sociedade de Crédito Direto S.A. as part of the Agreement.

 

Under the commercial agreement, during the year ended December 31, 2022, the Company entered into an agreement for the Intermediation of Credit Assignment Operations, which allows the Company's suppliers to prepay their receivables with Pagol. On June 30, 2023, the subsidiary GLA performed transactions related to these services in the amount of R$ 3,735, there were no outstanding balances on June 30, 2023 and December 31, 2022.

 

In November, 2022, the Company entered into an agreement to associate Pagol with the Smiles Program, for the acquisition and granting of redemption rights embodied in Smiles miles to its customers, as an incentive to acquire the products/services offered by Pagol. The amount will be paid by Pagol, monthly, corresponding to the miles acquired in the period. This Agreement is valid for 12 (twelve) months from its signature, and the period may be extended by mutual agreement between the Parties. On June 30, 2023, the Company has trade receivable in the amount of R$26,018 related to transactions of this nature during the period.

 

Under the commercial agreement, in May 2023, the Company signed the Term of Agreement for the Granting of Private Payroll Credit with Pagol Sociedade de Crédito Direto S.A., in order to grant loan(s) and financing(s) to its employees.

 

These contracts were entered into under market conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The company indicated above is owned by Company's main shareholders.

 

27.5.Commercial partnership agreement – Comporte

 

In December, 2022, the Company entered into an agreement with the related party Comporte Participações S.A. (“Comporte”), the purpose of which is the advance sale of Smiles miles for Comporte to offer to its customers directly or indirectly.

 
36 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

The contract established the advance sale of Smiles miles in the amount of R$70,000 (seventy million reais), which were paid in December, 2022. This Agreement is valid for 12 (twelve) months from its signature or when the batch of Smiles Miles acquired runs out, whichever occurs first, the term may be extended by mutual agreement between the Parties. The balance received was recognized as advances from customers in current liabilities. During the period ended June 30, 2023, the subsidiary GLA did not carry out transactions related to these services.

 

These contracts were entered into under market conditions, in line with those prevailing in transactions that the Company would enter into with third parties. The companies indicated above are owned by the Company's main shareholders.

 

27.6.Support agreement – Abra

 

In accordance with the controlling shareholder transaction disclosed in explanatory notes 1.4 and 16.1.4, in March 2023, the Company and Abra signed the Support Agreement with Abra's commitment to invest in the Company through the issuance of Senior Secured Notes due in 2028. The amounts related to this transaction are recognized under “Loans and Financing”.

 

27.7.Compensation of key management personnel

 

  June 30, 2023 June 30, 2022
Salaries, wages and benefits (*) 17,615 18,863
Payroll and charges 4,815 6,353
Share-based compensation 11,376 9,391
Total 33,806 34,607

(*) Includes compensation for members of the Management, Audit Committee and Fiscal Council.

 

28.Revenue

 

  June 30, 2023 June 30, 2022
Passenger transportation (a) 8,257,823 6,212,416
Cargo transportation 427,051 217,749
Mileage program 400,917 264,183
Other revenue 51,526 21,465
  9,137,317 6,715,813
     
Related tax (b) (71,197) (253,306)
Net revenue 9,066,120 6,462,507
(a)Of the total amount, the total of R$163,271 for the period ended on June 30, 2023, is made up of the revenue from non-attendance of passengers, rescheduling, ticket cancellation (R$98,294 for the period ended June 30, 2022).
(b)The PIS and COFINS rates on revenues arising from regular passenger air transportation earned in the period ended June 30, 2023 were reduced to 0 (zero) with the enactment of Provisional Measure 1147/2022, which was converted into Law 14592/2023.

 

Revenue by geographical location is as follows:

 

  June 30, 2023 % June 30, 2022 %
Domestic 7,880,976 86.9 5,838,633 90.3
International 1,185,145 13.1 623,874 9.7
Net revenue 9,066,121 100.0 6,462,507 100.0

  

 
37 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

29.Financial results

 

  June 30, 2023 June 30, 2022
Financial income    
Interest on financial investments 76,976 39,026
Gains from repurchase of bonds (d) 183,082 -
Others (a) (b) 21,555 10,334
Financial income 281,613 49,360
     
Financial expenses    
Interest and costs on loans and financing (764,492) (527,671)
Interest on leases (626,079) (587,768)
Interest on the provision for aircraft return (90,293) (91,089)
Commissions, bank charges and interest on other operations (307,667) (228,353)
Others (130,481) (144,428)
Financial expenses (1,919,012) (1,579,309)
     
Derivative financial instruments    
Conversion right and derivatives - ESN (c) 20,100 33,560
Other derivative financial instruments (24,556) (77)
Derivative financial instruments (4,456) 33,483
     
Monetary and foreign exchange rate variation, net 1,479,938 1,380,769
     
Total (161,917) (115,697)
(a)For the period ended on June 30, 2023, the amount of R$5,464 refer to PIS and COFINS levied on financial revenues earned, as per Decree 8426 of April 1, 2015 (R$11,230 for the period ended June, 2022).
(b)The amount recorded in Other includes loan interest in the amount of R$122,287 in the period ended June 30, 2023 (R$85,078 in the period ended June 30, 2022).
(c)See Note 31.2 (ESN and Capped call).
(d)Gain arising from the transaction disclosed in note 16.1.4.

 

30.Commitments

 

On June 30, 2023 and December 31, 2022, the Company had 107 firm orders for aircraft acquisitions with Boeing (91 on December 31, 2022). These aircraft acquisition commitments include estimates for contractual price increases during the construction phase. The approximate amount of firm orders in the current period considers an estimate of contractual discounts, and corresponds to around R$19,479,203 (R$20,574,804 on December 31, 2022) corresponding to US$4,041,999 on June 30, 2023 (US$3,943,271 on December 31, 2022) and are segregated as follows:

 

  June 30, 2023 December 31, 2022
2023 3,217,539 4,234,480
2024  2,525,044 5,847,873
2025 2,594,090 6,970,535
2026 3,317,335 3,521,916
2026 onwards 7,825,195 -
Total 19,479,203 20,574,804

 

 
38 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

Of the total commitments presented above, the Company should disburse the amount of R$6,538,769 (corresponding to US$1,365,285 on June 30, 2023) as advances for aircraft acquisition, according to the financial flow below:

 

  June 30, 2023 December 31, 2022
2023 1,126,584 1,642,175
2024 901,052 1,990,773
2025 871,999 2,355,513
2026 1,088,053 1,182,264
2026 onwards 2,551,081 -
Total 6,538,769 7,170,725

 

30.1.Fuel purchase commitment

 

The Company has a commitment to purchase aircraft fuel at a fixed price in the future for use in its operations. As of June 30, 2023, the purchase commitments total R$364,239 until 2023.

 

31.Financial instruments and risk management

 

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

 

Financial instruments are managed by the Financial Policy Committee (“CPF”) in line with the Risk Management Policy approved by the Risk Policy Committee (“CPR”) and submitted to the Board of Directors. The CPR establishes the guidelines, limits and monitors the controls, including the mathematical models adopted for the continuous monitoring of exposures and possible financial impacts, in addition to curbing the exploration of speculative operations with financial instruments.

 

The details regarding how the Company manages risks have been widely presented in the annual financial statements related to the year ended December 31, 2022. Since then, there have been no changes.

 
39 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

31.1.Accounting classifications of financial instruments

 

The accounting classifications of the Company’s financial instruments on June 30, 2023 and December 31, 2022 are as follows:

 

  Measured at fair value through profit or loss Amortized cost
  June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Assets        
Cash and bank deposits 253,066 168,994 - -
Cash equivalents 52 41 - -
Financial investments 460,476 423,418 - -
Trade receivables - - 841,242 887,734
Deposits (a) - - 1,965,110 2,068,593
Derivative assets 20,858 29,256 - -
Other credits and amounts   - 274,367 232,633
         
Liabilities        
Loans and financing (b) 5,701 17,753 12,247,026 11,967,138
Leases - - 9,664,669 11,206,959
Suppliers - - 2,382,354 2,319,954
Suppliers - factoring - - 19,955 29,941
Derivative liabilities 2,572 536 - -
Other liabilities - - 685,388 692,171
(a)Excludes court deposits, as described in Note 10.
(b)The amounts on June 30, 2023 and December 31, 2022, classified as measured at fair value through profit or loss, are related to the derivative contracted through Exchangeable Senior Notes 2024.

 

During the period ended June 30, 2023, there was no change in the classification between categories of the financial instruments.

 
40 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

31.2.Derivative and non-derivative financial instruments

 

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

 

  Derivatives

Non-derivative

 
  Fuel Interest rate Exchange Capped call ESN 2024 Revenue hedge Total
Fair value changes              
Derivatives assets (liabilities) on December 31, 2022 22,255 (536) - 7,002 (17,753) - 10,968
Gains (losses) recognized in income (expenses) (19,950) 111 (1,825) 9,767 10,109 - (1,788)
Payments during the period (1,522) 309 2,675 - 1,943 - 3,405
Derivatives assets (liabilities) on June 30, 2023 783 (116) 850 16,769 (5,701) - 12,585
Derivative assets – Current 3,219 - 850 - - - 4,069
Derivative assets – Non-current - 20 - 16,769 - - 16,789
Derivative liabilities - Current (2,436) (136) - - - - (2,572)
Loans and financing - - - - (5,701) - (5,701)
               
Changes in the adjustment of equity valuation              
Balance on December 31, 2022 - (290,549)   - - (322,804) (613,353)
Adjustments of hedge accounting of revenue - - - - - 76,222 76,222
Net reversal to income (expenses) - 2,892 - - - 86,167 89,059
Balances on June 30, 2023 - (287,657) - - - (160,415) (448,072)
               
Effects on income (expenses) (19,950) (2,781) (1,825) 9,767 10,109 (162,389) (167,069)
Revenue - - - - - (90,530) (90,530)
Financial results (19,950) (2,781) (1,825) 10,212 9,888 - (4,456)
Monetary and foreign exchange rate variation, net - - - (445) 221 (71,859) (72,083)
               

 

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

 

On June 30, 2023, the Company adopts cash flow hedge for the interest rate (mainly the Libor interest rates), and for aeronautical fuel protection and future revenue in U.S. Dollars.

 

On June 30, 2023, the cash flow hedges are scheduled for realization and, therefore, reclassification to expense according to the following periods:

 

  2023 2024 2025 2026 2027 2027 onwards Total
Interest rate (13,720) (34,691) (36,490) (36,317) (35,661) (130,778) (287,657)
Revenue hedge (72,818) (87,597) - - - - (160,415)
Total (86,538) (122,288) (36,490) (36,317) (35,661) (130,778) (448,072)

 

31.3.Market risks

 

31.3.1. Fuel

 

The aircraft fuel prices fluctuate due to the volatility of the price of crude oil by product price fluctuations. The Company uses different instruments to hedge its exposure to the fuel price.

 

The table below shows the sensitivity analysis of the derivative financial instruments contracted on this date considering the fluctuation of prices of air fuel priced in U.S. dollars, based on the barrel price on June 30, 2023 at US$70.64:

 

 
41 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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


 

  Fuel
 

Barrel price

(in USD)

Impact

(in thousand of Reais)

Decline in prices/barrel (-25%) 53.09 (6,337)
Decline in prices/barrel (-10%) 63.70 (4,459)
Increase in prices/barrel (+10%) 77.86 9,291
Increase in prices/barrel (+25%) 88.48 28,835

 

31.3.2. Interest rate

 

The Company is mainly exposed to lease transactions indexed to changes in the interest rate until the aircraft is received. To mitigate such risks, the Company can use derivative financial instruments.

 

On June 30, 2023, the Company held financial investments and loans and financing with different types of fees. Its sensitivity analysis of non-derivative financial instruments examined the impact on annual interest rates only for positions with material amounts on June 30, 2023 that were exposed to fluctuations in interest rates, as the scenarios below show.

 

The amounts show the impacts on Income (Expenses) according to the scenarios adopted below:

 

  Financial investments net of financial debt (a)
Risk CDI rate increase SOFR rate increase
Reference rates 13.65% 5.09%
Exposure amount (probable scenario) (b) (738,141) (404,301)
Remote favorable scenario (-25%) 27,880 5,145
Possible favorable scenario (-10%) 11,152 2,058
Possible adverse scenario (+10%) (11,152) (2,058)
Remote adverse scenario (+25%) (27,880) (5,145)
(a)Refers to the sum of the amounts invested and raised in the financial market and indexed to the CDI and SOFR rates.
(b)Book balances recorded as of June 30, 2023.

 

31.3.3. Exchange rate

 

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

 
42 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

The Company’s foreign currency exposure is summarized below:

 

  June 30, 2023 December 31, 2022
Assets    
Cash, cash equivalents and financial investments 423,530 274,186
Trade receivables 139,483 215,113
Deposits 1,965,110 2,068,593
Derivative assets 20,858 29,256
Total Assets 2,548,981 2,587,148
     
Liabilities    
Loans and financing (11,206,235) (10,797,091)
Leases (9,407,207) (10,940,049)
Suppliers (707,792) (461,134)
Provisions (2,237,935) (2,601,195)
Total Liabilities (23,559,169) (24,799,469)
     
Exchange rate exposure liabilities (21,010,188) (22,212,321)
     
Commitments not recorded in the statements of financial position    
Future obligations resulting from firm aircraft orders (19,479,203) (20,574,804)
Total (19,479,203) (20,574,804)
     
Total exchange rate exposure R$ (40,489,391) (42,787,125)
Total exchange rate exposure - US$ (8,401,683) (8,200,380)
Exchange rate (R$/US$) 4.8192 5.2177

  

As of June 30, 2023, the Company adopted the closing exchange rate of R$4.8192/US$1.00 as a likely scenario. The table below shows the sensitivity analysis and the effect on income (expenses) of exchange rate fluctuations in the exposure amount of the period as of June 30, 2023:

  Exchange rate Effect on income (expenses)
Net liabilities exposed to the risk of appreciation of the U.S. dollar 4.8192 21,010,188
Dollar depreciation (-25%) 3.6144 5,252,547
Dollar depreciation (-10%) 4.3373 2,101,019
Dollar appreciation (+10%) 5.3011 (2,101,019)
Dollar appreciation (+25%) 6.0240 (5,252,547)

 

31.3.4. Capped call

 

The Company, through Gol Equity Finance, in the context of the pricing of the ESN issued on March 26, April 17 and July 17, 2019, contracted private derivative transactions (Capped call) with part of the note subscribers with the purpose of minimizing the potential dilution of the Company’s preferred shares and ADSs.

 

31.4.Credit risk

 

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

 

 

 
43 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

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

 

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

 

31.5.Liquidity risk

 

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

 

The schedules of financial liabilities held by the Company's financial liabilities on June 30, 2023 and December 31, 2022 are as follows:

 

  Less than
6 months
6 to 12 months 1 to 5 years More than
5 years
Total
Loans and financing 837,901 611,437 10,135,383 668,006 12,252,727
Leases 1,603,626 141,793 2,254,762 5,664,488 9,664,669
Suppliers 2,258,893 - 123,461 - 2,382,354
Suppliers – factoring 19,955 - - - 19,955
Derivative liabilities 2,572 - - - 2,572
Other liabilities 203,701 137,359 344,327 - 685,387
On June 30, 2023 4,926,648 890,589 12,857,933 6,332,494 25,007,664
           
Loans and financing 723,756 402,873 10,055,253 803,009 11,984,891
Leases 1,210,715 737,543 4,886,666 4,372,035 11,206,959
Suppliers 2,274,503 - 45,451 - 2,319,954
Suppliers – factoring 29,941 - - - 29,941
Derivative liabilities 260 259 17 - 536
Other liabilities 225,752 154,096 312,323 - 692,171
On December 31, 2022 4,464,927 1,294,771 15,299,710 5,175,044 26,234,452

 

31.6.Capital management

 

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

 
44 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

 

  June 30, 2023 December 31, 2022
Total loans and financing 12,252,727 11,984,891
Total leases 9,664,669 11,206,959
 (-) Cash and cash equivalents (253,118) (169,035)
 (-) Financial investments (460,476) (423,418)
Net indebtedness 21,203,802 22,599,397

 

32.Non-cash transactions

 

  June 30, 2023 June 30, 2022
Write-off of lease agreements (Other revenues / Leases to pay) (7,681) 242
Right of Use of flight equipment (Property, plant & equipment / Leases to pay) (81,672) -
Right of Use non-aeronautical assets (Property, plant & equipment / Leases to pay) 15,643 172,900
Leaseback and additions of aircraft leases (Property, plant & equipment / Leases to pay) - 1,852,842
Contractual leases renegotiation (Property, plant & equipment / Leases to pay) - 25,167
Provision for aircraft return (Property, plant & equipment / Provisions) (7,298) 25,437
Unrealized income (expenses) of derivatives (Derivative rights / Equity valuation adjustments) - 174,620
Deposit in guarantee (Deposits / Leases to pay) 54,347 -
Loan settlement through the issuance of new debts (Loans and financing) 5,201,886 -
Fair value result in transaction with controlling shareholder (Loans and financing / Capital reserve) 401,014 -
Treasury shares transferred (Treasury shares / Capital reserves) 19,472 2,000

  

 

 
45 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

33.Liabilities from financing activities

 

The changes in the liabilities of the Company’s financing activities are shown below for the period ended June 30, 2023:

  June 30, 2023
        Non-cash transactions Adjustments to profit  
  Opening balance Net cash used in financing activities Net cash used in operating activities Compensation with deposits and others Property, plant and equipment acquisition through new agreements Contractual amendment Monetary and Exchange rate changes, net and gain from repurchase costs Interest loans and amortization of costs and goodwill Interest loans and amortization of costs and goodwill Fair issue value and transaction costs Closing balance
Loans and financing 11,984,891 710,110 (469,189) - - - (906,592) 764,492 (9,888) 178,903 12,252,727
Leases 11,191,289 (1,163,860) (51,501) (47,511) (7,681) (116,868) (777,842) 626,079 - - 9,652,105

 

  June 30, 2022
        Non-cash transactions     Adjustments to profit  
  Opening balance Net cash used in financing activities Net cash used in operating activities Transfer of treasury shares Property, plant and equipment acquisition through new agreements Leases write-off Exchange rate changes, net   Provision for interest and cost amortization Unrealized income (expenses) on derivatives

 

Share-based paymets

Closing balance
Loans and financing 11,900,030 (166,443) (456,927) - - - (667,566)   527,671 (119,585) - 11,017,180
Leases 10,762,984 (1,141,932) (19,361) - 2,106,782 2,316 (686,941)   587,768 - - 11,611,616
Capital stock 4,039,112 694 - - - - -   - - - 4,039,806
Advances for future capital increase 3 588 - - - - -   - - - 591
Capital reserves 208,711 946,308 - (2,000) - - -       9,461 1,162,480

 

 
46 
  

Notes to the unaudited interim condensed consolidated financial information statements

June 30, 2023

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

34.Subsequent events

 

34.1.ESN 2024 Repurchase and cancellation

 

In July, 2023, US$25,829 face value of Exchangeable Senior Notes 2024 were repurchased and cancelled by the Company, and the remaining outstanding amount of ESN 2024 is US$42,137.

 

 

 

 
47 

 
 

SIGNATURE

 

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

 

Date: July 26, 2023

 

 

GOL LINHAS AÉREAS INTELIGENTES S.A.
   
   
By: /s/ Mario Tsuwei Liao  
 

Name: Mario Tsuwei Liao

Title:   Chief Financial and IR Officer