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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 April, 2007

(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)
 


Rua Tamoios 246
Jardim Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of Regristrant'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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):


 

Quarterly Information

 

GOL Linhas Aéreas Inteligentes S.A.

 

March 31, 2007

 

 

 

 

 

 

 



  

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

QUARTERLY INFORMATION

 

March 31, 2007

 

 

Index

 

 

Special Review Report

3

 

 

Quarterly Information - ITR

 

 

Balance Sheets

4

 

Statements of Income

6

 

Statements of Changes in Shareholders’ Equity

7

 

Statements of Changes in Financial Position

8

 

Notes to the Quarterly Information - ITR

9

 

 



 

SPECIAL REVIEW REPORT

 

The Management and Shareholders

Gol Linhas Aéreas Inteligentes S.A.

 

1.

We have performed a special review of the quarterly financial information (ITR) of Gol Linhas Aéreas Inteligentes S.A. (the Company) and subsidiaries for the quarters ended March 31, 2007 and 2006, including the balance sheets of the Company and consolidated, the related statements of income, the report on performance and significant information, prepared in accordance with the accounting practices adopted in Brazil.

 

2.

We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the Company’s accounting, financial and operating areas as to the criteria adopted in preparing the quarterly financial information, and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company.

 

3.

Based on our special review, we are not aware of any material modifications that should be made to the quarterly financial information (ITR) referred to above for it to be in conformity with the accounting practices adopted in Brazil and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory quarterly financial information.

 

4.

Our reviews were conducted with the objective of issuing a report on the special review of the quarterly financial information (ITR) referred to above. The statements of cash flows and added value for the quarters ended March 31, 2007 and 2006, prepared in accordance with the accounting practices adopted in Brazil, presented to provide additional information about the Company and its subsidiaries, are not required components of the quarterly financial information. The statements of cash flows and added value were submitted to the review procedures described in paragraph two above and, in our opinion, are fairly presented, in all material respects, in relation to the overall quarterly financial information.

 

5.

The accounting practices adopted in Brazil differ, in certain significant aspects, from generally accepted accounting principles in the USA. Information related to the nature and the effect of these differences is presented in Note 2 to the quarterly financial information (ITR).

 

São Paulo, April 19, 2007.

 

ERNST & YOUNG

Auditores Independentes S.S.

CRC-2SP015199/O-1

 

Maria Helena Pettersson

Accountant CRC-1SP119891/O-0

 

3

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

BALANCE SHEETS (NOT AUDITED)

March 31, 2006 and December 31, 2006

(In thousands of reais)

 

Parent Company

Consolidated

Note

03.31.2007

12.31.2006

03.31.2007

12.31.2006

ASSETS

   

Current assets

                 

Cash and cash equivalents

3   166,561   136,332   982,540   699,990

Short-term investments

3   346,051   473,166   979,777   1,006,356

Accounts receivable

4   -   -   645,417   659,306

Deferred taxes and carryforwards

5   25,429   13,467   70,776   73,451

Inventories

6   -   -   123,262   75,165

Prepaid expenses

    244   464   71,377   64,496

Dividends receivable

    149,300   173,372   -   -

Credits with leasing companies

    170,838   86,047   187,494   87,448

Other credits

-

265

10,066

58,369

Total current assets

    858,423   883,113   3,070,709   2,724,581

                 

Non-current assets

                 

Long-term assets

                 

Deposits for aircraft leasing

contracts

    -   -   33,963   40,787

Deferred taxes and carryforwards

5   -   -   21,723   23,466

Credits with leasing companies

    45,277   130,068   45,277   145,593

Judicial deposits and others

382

-

37,379

34,816

Total long-term assets

    45,659   130,068   138,342   244,662

                 

Permanent assets

                 

Investments

7   1,314,975   1,179,229   2,228   2,281

Property, plant and equipment (include

advances for aircraft acquisition of
          R$ 554,817 on March 31, 2007
          and R$ 436,911 on March 31, 2006)

8   -   -   944,476   795,430

Deferred

274

-

18,828

13,214

Total permanent assets

1,315,249

1,179,229

965,532

810,925

Total non-current assets

1,360,908

1,309,297

1,103,874

1,055,587

                 

Total assets

2,219,331

2,192,410

4,174,583

3,780,168

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

BALANCE SHEETS (UNAUDITED)

March 31, 2006 and December 31, 2006

(In thousands of reais)

 

 

 

 

Parent Company

 

Consolidated

 

Note

 

03.31.2007

 

12.31.2006

 

03.31.2007

 

12.31.2006

LIABILITIES

 

 

 

 

 

 

 

 

 

Current

 

 

 

 

 

 

 

 

 

Short-term borrowings

9

 

-

 

185

 

106,082

 

124,110

Suppliers

 

 

-

 

-

 

203,522

 

140,688

Payroll and related charges

 

 

-

 

-

 

81,589

 

64,954

Tax obligations

 

 

12,792

 

44,478

 

60,403

 

100,177

Landing fees and duties

 

 

-

 

-

 

45,851

 

39,217

Air traffic liability

 

 

-

 

-

 

243,884

 

335,268

Dividends and interest on

shareholder’s equity

12b

 

72,537

 

42,961

 

72,537

 

42,961

Employee profit sharing

 

 

-

 

-

 

22,867

 

22,867

Other liabilities

 

 

39,664

 

36,827

 

53,288

 

85,273

Total current liabilities

 

 

124,993

 

124,451

 

890,023

 

955,515

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

Long-term borrowings

9

 

-

 

-

 

1,158,080

 

726,981

Provision for contingencies and others

10

 

-

 

-

 

32,142

 

29,713

Total non-current liabilities

 

 

-

 

-

 

1,190,222

 

756,694

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

Capital stock

 

 

993,869

 

993,654

 

993,869

 

993,654

Capital reserves

 

 

89,556

 

89,556

 

89,556

 

89,556

Profit reserves

 

 

1,006,933

 

989,071

 

1,006,933

 

989,071

Total comprehensive income,

net of taxes

 

 

3,980

 

(4,322)

 

3,980

 

(4,322)

Total shareholders’ equity

 

 

2,094,338

 

2,067,959

 

2,094,338

 

2,067,959

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholder’s equity

 

 

2,219,331

 

2,192,410

 

4,174,583

 

3,780,168

 

See accompanying notes to the financial statements.



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

STATEMENTS OF INCOME (UNAUDITED)

Periods ended March 31, 2007 and 2006

(In thousands of reais, except per share profit)

 

 

 

 

Parent Company

 

Consolidated

 

Nota

 

03.31.2007

 

03.31.2006

 

03.31.2007

 

03.31.2006

 

Gross operating revenue

 

 

 

 

 

 

 

 

 

Passenger

 

 

-

 

-

 

1,012,121

 

862,391

Cargo

 

 

-

 

-

 

34,023

 

22,754

Others

 

 

-

 

-

 

34,372

 

11,704

 

 

 

-

 

-

 

1,080,516

 

896,849

Income taxes and contributions

 

 

-

 

-

 

(39,244)

 

(33,833)

Net operating revenues

 

 

-

 

-

 

1,041,272

 

863,016

 

 

 

 

 

 

 

 

 

 

Cost of services rendered

13

 

-

 

-

 

(827,503)

 

(544,609)

Gross profit

 

 

-

 

-

 

213,769

 

318,407

 

 

 

 

 

 

 

 

 

 

Operating expenses (income)

 

 

 

 

 

 

 

 

 

Commercial expenses

13

 

-

 

-

 

(76,555)

 

(99,330)

Administrative expenses

13

 

(2,434)

 

(1,747)

 

(49,824)

 

(24,199)

Interest expenses

14

 

(51,753)

 

(37,134)

 

(103,060)

 

(56,271)

Interest income

14

 

39,159

 

9,968

 

103,960

 

45,675

Others revenue

 

 

-

 

-

 

133

 

-

 

 

 

(15,028)

 

(28,913)

 

(125,346)

 

(134,125)

 

 

 

 

 

 

 

 

 

 

Results of equity interest

 

 

 

 

 

 

 

 

 

Equity accounting

 

 

75,471

 

144,488

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Income before income tax and social

contribution

 

 

60,443

 

115,575

 

88,423

 

184,282

 

 

 

 

 

 

 

 

 

 

Income tax and social contribution

5

 

(2,473)

 

9,712

 

(30,453)

 

(58,995)

 

 

 

 

 

 

 

 

 

 

Income before reversal of interest on

shareholder´s equity

 

 

57,970

 

125,287

 

57,970

 

125,287

 

 

 

 

 

 

 

 

 

 

Reversal of interest on shareholder’s equity

14

 

33,608

 

35,391

 

33,608

 

35,391

 

 

 

 

 

 

 

 

 

 

Net income

 

 

91,578

 

160,678

 

91,578

 

160,678

 

 

 

 

 

 

 

 

 

 

Number of outstanding shares on the

balance sheet date

 

 

196,212,289

 

195,972,633

 

196,212,289

 

195,972,633

 

 

 

 

 

 

 

 

 

 

Earnings per share (R$)

 

 

0.47

 

0.82

 

0.47

 

0.82

 

See accompanying notes to the financial statements.

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

March 31, 2006 and December 31, 2005

(In thousands of reais)

 

 

Capital Stock

 

Capital reserves

 

Profit reserves

 

 

 

 

 

 

 

Sbuscribed capital

 

Unrealized capital

 

Tax

incentives

 

Subsidiary’s special goodwill reserve

 

Legal

reserve

 

Reinvestment

reserve

 

Accumulated other comprehensive income

 

Retained

earnings

 

Total

Balance on December 31, 2005

992,943

 

(1,739)

 

60,369

 

29,187

 

33,215

 

452,529

 

6,411

 

-

 

1,572,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized capital increase

711

 

1,739

 

-

 

-

 

-

 

-

 

-

 

-

 

2,450

Total comprehensive income, net of taxes

-

 

-

 

-

 

-

 

-

 

-

 

(10,733)

 

-

 

(10,733)

Net income for the period

-

 

-

 

-

 

-

 

-

 

-

 

-

 

684,472

 

684,472

Proposed profit allocation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve constitution

-

 

-

 

-

 

-

 

34,224

 

-

 

-

 

(34,224)

 

-

Dividends and interest on own capital

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(181,145)

 

(181,145)

Reinvestment reserve

-

 

-

 

-

 

-

 

-

 

469,103

 

-

 

(469,103)

 

-

Balance on December 31, 2006

993,654

 

-

 

60,369

 

29,187

 

67,439

 

921,632

 

(4,322)

 

-

 

2,067,959

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized capital increase

215

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

215

Total comprehensive income, net of taxes

-

 

-

 

-

 

-

 

-

 

-

 

8,302

 

-

 

8,302

Net income for the period

-

 

-

 

-

 

-

 

-

 

-

 

-

 

91,578

 

91,578

Proposed profit allocation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Legal reserve constitution

-

 

-

 

-

 

-

 

4,579

 

-

 

-

 

(4,579)

 

-

Dividends and interest on own capital

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(73,716)

 

(73,716)

Balances at March 31, 2007 (unaudited)

993,869

 

-

 

60,369

 

29,187

 

72,018

 

921,632

 

3,980

 

13,283

 

2,094,338

 

See accompanying notes to the financial statements.

 

7



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

STATEMENTS OF CHANGES IN FINANCIAL POSITION

(UNAUDITED)

Periods ended March 31, 2007 and 2006

(In thousands of reais)

 

 

 

 

Parent Company

 

Consolidated

 

Note

 

03.31.2007

 

03.31.2006

 

03.31.2007

 

03.31.2006

FINANCIAL RESOURCES

 

 

 

 

 

 

 

 

 

Resources generated by (used on) operations

 

 

 

 

 

 

 

 

 

Net income for the period

 

 

91,578

 

160,678

 

91,578

 

160,678

From operations:

 

 

 

 

 

 

 

 

 

Items that not affection working capital:

 

 

 

 

 

 

 

 

 

Equity accounting

 

 

(75,471)

 

(144,488)

 

-

 

-

Depreciation and amortization

13

 

-

 

-

 

19,593

 

12,395

Deferred taxes

5

 

(2,473)

 

(9,712)

 

(1,823)

 

(16,675)

 

 

 

13,634

 

6,478

 

109,348

 

156,398

From shareholders:

 

 

 

 

 

 

 

 

 

Capital increase

 

 

215

 

1,739

 

215

 

1,739

 

 

 

215

 

1,739

 

215

 

1,739

From third-parties:

 

 

 

 

 

 

 

 

 

Decrease in non-current assets

 

 

86,608

 

-

 

102,529

 

-

Increase in non-current liabilities

 

 

-

 

-

 

433,528

 

-

Decrease in investments

 

 

-

 

-

 

53

 

-

Total comprehensive income, net of taxes

 

 

8,302

 

2,258

 

8,302

 

2,258

Total sources

 

 

108,759

 

10,475

 

653,975

 

160,395

 

 

 

 

 

 

 

 

 

 

USE OF RESOURCES

 

 

 

 

 

 

 

 

 

In operations:

 

 

 

 

 

 

 

 

 

Proposed dividends and interest on shareholder’s equity

12b

 

73,716

 

43,470

 

73,716

 

43,470

Investments in subsidiaries

 

 

60,275

 

27,276

 

-

 

-

Acquisition of property, plant and equipment,

including pre-delivery deposits

 

 

-

 

-

 

168,639

 

101,498

Decrease in non-current liabilities

 

 

-

 

-

 

-

 

4,581

Investments in others non-current assets

 

 

-

 

54

 

-

 

3,795

Total investments

 

 

133,991

 

70,800

 

242,355

 

153,344

Increase in net working capital

 

 

(25,232)

 

(60,325)

 

411,620

 

7,051

 

 

 

 

 

 

 

 

 

 

Change in net working capital

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

At end of the period

 

 

858,423

 

591,453

 

3,070,709

 

1,609,662

At beginning of the period

 

 

883,113

 

608,447

 

2,724,581

 

1,546,707

 

 

 

(24,690)

 

(16,994)

 

346,128

 

62,955

Current liabilities:

 

 

 

 

 

 

 

 

 

At end of the period

 

 

124,993

 

162,635

 

890,023

 

709,430

At beginning of the period

 

 

124,451

 

119,304

 

955,515

 

653,526

 

 

 

542

 

43,331

 

(65,492)

 

55,904

Increase in net working capital

 

 

(25,232)

 

(60,325)

 

411,620

 

7,051

 

See accompanying notes to the financial statements.

 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED)

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

 

1.

Business Overview

 

Gol Linhas Aéreas Inteligentes S.A. (Company or GLAI) is the parent company of Gol Transportes Aéreos S.A. (GOL), a low-cost low-fare airline company based in Brazil, which provides regular air transportation services among Brazilian cities and also for cities in Argentina, Bolivia, Paraguay, Uruguay, Chile and Peru. The Company’s strategy is to grow and increase results of its businesses, popularizing and stimulating demand for safe air transportation in South America for business and leisure passengers, keeping its costs among the lowest in the industry world wide. The Company’s fleet, simplified and with a single class of services, ranks among the sector’s newest and most modern, with low operating costs and high utilization and efficiency levels.

 

At March 31, 2007 it operated a 67-aircraft fleet, comprised of 23 Boeing 737-800, 30 Boeing 737-700 and 14 Boeing 737-300. During the first quarter of 2006, the Company inaugurated one new destination, increasing served destinations to 56 (48 in Brazil, 3 in Argentina, 1 in Bolivia, 1 in Paraguay , 1 in Uruguay, 1 in Chile and 1 in Peru).

 

At March 31, 2007 and December 31, 2006, the Company’s share ownership structure is as follows:

 

 

Common

Preferred

Total

Fundo de Investimento ASAS

100.00%

35.79%

71.00%

Others

-

3.04%

1.37%

Market

-

61.17%

27.63%

 

100.00%

100.00%

100.00%

 

On March 28, 2007, the Company through GTI S.A., a wholly-owned subsidiary of Gol Linhas Aéreas Inteligentes, concluded an agreement for the acquisition, , of the total share capital of VRG Linhas Aéreas S.A. (“VRG”, airline that operates the VARIG brand) from VarigLog and Volo, the controlling shareholders of VRG. The total consideration for the shares of VRG is approximately US$ 275 million, consisting of US$ 98 million of cash and 6,049,185, non-voting (PN) shares issued by the Company, with various sale restrictions for up to 30 months. The Company also assumed R$ 100 million (US$ 48 million) of debentures issued by VRG. VRG will be acquired by GTI S.A., a wholly-owned subsidiary of Gol Linhas Aéreas Inteligentes. On March 28, 2007, the Company increased the capital of GTI S.A. in the amount of R$62,148 (US$30,000) corresponding to 62,148,000 ordinary and preferred shares subscribed on October 26, 2004 at the price of R$ 1.00 per share as part of the payment to VarigLog and Volo. This agreement is conditioned to the approval from the Nacional Civil Aviation Agency (ANAC) and the Brazilian Antitrust Agency (CADE). See Note 19.

 

9



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

2.

Basis of Preparation and Presentation of the Financial Statements

 

The consolidated Quarterly Information were prepared in accordance with the generally accepted accounting principles in Brazil and the provisions contained in the Brazilian Corporation Law, in the Chart of Accounts prepared by the Civil Aviation Department – DAC and the supplementary rules of the Brazilian Securities and Exchange Commission – CVM, consistently applied to the financial statements for the year ended December 31, 2006.

 

The accounting practices adopted in Brazil differ from accounting principles generally accepted in the United States – USGAAP applicable to the air transport segment, mainly in respect with the allocation of maintenance expenses to the result. At March 31, 2007, the consolidated net income for the period, in accordance with accounting practices adopted in Brazil (BRGAAP), was R$ 25,004 lower (R$115,335 higher on December 31, 2006) due to this difference and the respective tax effects and also to the full recognition of the gains on sale and leaseback transactions, in comparison with net income under USGAAP. At the same date, consolidated shareholder’s equity presented in the Company’s financial statements as per Brazilian Corporation Law was R$ 165,014 lower (R$ 137,199 on December 31, 2006) lower due to the differences mentioned above, also as the result of the accrual in USGAAP financial statements of net proceeds received through issuing shares and accounting for stock options granted to executives and employees. There are also other differences in the classification of assets, liabilities and income items. The Company discloses significant information on transactions in a consistent way in the corporate financial statements as per Brazilian Corporation Law and in accordance with USGAAP.

 

The Quarterly Information includes in the appendix I, as supplementary information, the statement of cash flow – prepared by the indirect method, from accounting records, based on the guidelines of IBRACON – Brazilian Institute of Independent Auditors. Management considers this information material to the market.

 

The Company has adopted the Level 2 Differentiated Corporate Governance Practices with the São Paulo Stock Exchange – BOVESPA, starting to integrate indices of Shares with Differentiated Corporate Governance – IGC, Shares with Differentiated Tag Along – ITAG and Corporate Sustainability – ISE, created to differ companies committed to adopting differentiated corporate governance practices. The Company’s Quarterly Information comprise the additional requirements of BOVESPA Novo Mercado.

 

10



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

2.

Basis of Preparation and Presentation of the Financial Statements – Continued

 

The Quarterly Information includes the accounts of Gol Linhas Aéreas Inteligentes S.A. and its controlled enterprises Gol Transportes Aéreos S.A., GAC Inc., Gol Finance and GTI S.A.. The consolidation process of patrimonial and result accounts consolidation consists in summing horizontally the balances of the assets, liabilities, revenues and expenses accounts, according to their nature, added to the elimination of the parent company’s participation in the equity.

 

3.

Cash and Cash Equivalents and short-term investments

 

       

 

Parent Company

 

Consolidated

 

03.31.2007

 

12.31.2006

 

03.31.2007

 

12.31.2006

Cash and cash equivalents

 

 

 

 

 

 

 

Cash and banks

1,469

 

2,388

 

73,477

 

66,875

Financial Investments

165,092

 

133,944

 

909,063

 

633,115

 

166,561

 

136,332

 

982,540

 

699,990

 

 

 

 

 

 

 

 

Short-term investments

 

 

 

 

 

 

 

Government securities

154,782

 

289,373

 

230,264

 

449,374

Bank Deposits Certificates – CDB

191,269

 

183,793

 

206,065

 

207,057

Debentures

-

 

-

 

543,448

 

349,925

 

346,051

 

473,166

 

979,777

 

1,006,356

Total of cash and short-term investments

512,612

 

609,498

 

1,962,317

 

1,706,346

 

The Company holds 100% of exclusive investment fund quotas, constituted as mutual fund with indefinite term and with tax neutrality, resulting in benefits to their quota holders. Investments in investment funds have a daily liquidity. The exclusive fund portfolio management is carried out by external managers who follow the investment policies established by the Company. Based on the financial statements of the exclusive funds, prepared according to the rules of the Central Bank of Brasil – BACEN, these investments are classified as securities for trading, appraised at market value, whose earnings are reflected in financial revenues.

 

Financial investments in CDB (Bank Deposit Certificate) have an average remuneration, net of taxes, of approximately 1.01% per month, based on the CDI (Interbank Deposit Certificate) variation, and may be redeemed at any time without loss of the recognized revenue.

 

Fixed income investments overseas, held by GAC Inc., refer to securities issued by international banks (“time deposits” and swaps) that conjunctly bear interest of approximately 0.94% per month, government securities issued by the Austrian Government held by Gol Transportes Aéreos S.A. that earn interest, net of taxes, of 0.82% per month and government securities issued by the U.S. Government (T-Bills).

 

11



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

3. Cash and Cash Equivalents and short-term investments – Continued

 

Investment funds take part in operations comprising financial derivative instruments that aim to manage the Company’s exposure to market risks and foreign exchange rates. The value of financial investments linked to guarantees of these instruments was R$ 15,148 as of March 31, 2007. Information concerning risk management policies and the positions of open derivative financial instruments are detailed in Note 17.

 

4.

Accounts receivable

 

 

Consolidated

 

03.31.2007

 

12.31.2006

 

 

 

 

Credit Cards Administrators

502,393

 

540,800

Travel Agencies

86,997

 

74,522

Cargo Agencies

9,068

 

10,386

Other

60,442

 

43,964

 

658,900

 

669,672

Allowance for doubtful accounts

(13,483)

 

(10,366)

 

645,417

 

659,306

 

The variation in the allowance for doubtful accounts is as follows:

 

 

Consolidated

 

03.31.2007

 

12.31.2006

 

 

 

 

Balances in the beginning of the period

10,366

 

4,890

Additions

3,823

 

8,037

Recoveries

706

 

(2,561)

Final balances of the period

13,483

 

10,366

 

The ageing of the accounts receivable is as follows:

 

 

Consolidated

 

03.31.2007

 

12.31.2006

 

 

 

 

Not past-due

640,112

 

656,682

Past-due for less than 30 days

2,737

 

1,762

Past-due for 31 to 60 days

1,906

 

1,064

Past-due for 61 to 90 days

1,895

 

382

Past-due for 91 to 180 days

2,674

 

1,287

Past-due for 181 to 360 days

2,950

 

3,675

Past-due for more than 360 days

6,626

 

4,820

 

658,900

 

669,672

 

12



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

5.

Deferred Taxes and Carryforwards, Short and Long-Term and Income Tax and Social Contribution

 

 

Parent Company

 

Consolidated

 

03.31.2007

 

12.31.2006

 

03.31.2007

 

12.31.2006

Carryforwards

 

 

 

 

 

 

 

PIS and Cofins credits

26

 

26

 

1,105

 

1,349

Prepayment of IRPJ and CSSL

7,014

 

5,799

 

33,560

 

37,500

IRRF on financial investments

-

 

-

 

846

 

9,386

Other

2,633

 

424

 

13,671

 

12,161

 

9,673

 

6,249

 

49,182

 

60,396

Deferred income tax and social contribution tax

 

 

 

 

 

 

 

Accumulated tax losses and social

contribution negative basis

15,756

 

7,218

 

15,756

 

7,218

Tax credits arising from

incorporation (note 11b)

-

 

-

 

12,161

 

13,621

Temporary differences

-

 

-

 

15,400

 

15,682

 

15,756

 

7,218

 

43,317

 

36,521

 

25,429

 

13,467

 

92,499

 

96,917

Short-term

(25,429)

 

(13,467)

 

(70,776)

 

(73,451)

 

-

 

-

 

21,723

 

23,466

 

Tax credits resulting from accumulated deficit and social contribution negative basis were recorded based on the expectation of the generation of future taxable income observing legal limitations. As further detailed, the forecast of the generation of future taxable income indicates the existence of taxable income in sufficient amount to realize the tax credits, and are supported by the Company’s business plans, approved by the Board of Directors:

                                                              

 

2008

 

2009

 

2010

 

Total

Forecasted realization

21,594

 

21,237

 

486

 

43,317

 

The reconciliation of income tax and social contribution expenses, calculated by applying combined statutory tax rates and the amounts presented in the result, is set forth below:

 

 

13


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

5.

Deferred Taxes and Carryforwards, Short and Long-Term and Income Tax and Social Contribution – Continued

 

 

Parent Company

 

Consolidated

Descrição

03.31.2007

 

12.31.2006

 

03.31.2007

 

12.31.2006

 

 

 

 

 

 

 

 

Income before income tax and social contribution

60,443

 

115,575

 

88,423

 

184,282

 

 

 

 

 

 

 

 

Combined tax rate

34.0%

 

34.0%

 

34.0%

 

34.0%

Income tax and social contribution based on the combined tax rate

20,551

 

 

39,296

 

30,064

 

62,656

Other permanent differences

(18,078)

 

 

(49,008)

 

389

 

(3,661)

Income tax and social contribution debited to the result

2,473

 

 

(9,712)

 

30,453

 

58,995

 

 

 

 

 

 

 

 

Effective rate

-

 

-

 

34.4%

 

32.0%

 

 

 

 

 

 

 

 

Current income tax and social contribution

-

 

-

 

28,630

 

75,670

Deferred income tax and social contribution

2,473

 

(9,712)

 

1,823

 

(16,675)

 

2,473

 

(9,712)

 

30,453

 

58,995

 

6.

Inventories

 

 

Consolidated

 

03.31.2007

 

12.31.2006

 

 

 

 

Consumable material

4,913

 

4,701

Parts and maintenance material

65,523

 

45,763

Prepayment to suppliers

32,127

 

20,024

Importing in process

12,940

 

-

Other

7,759

 

4,677

 

123,262

 

75,165

 

7.

Investments in Subsidiaries

 

 

(a)

Relevant information on subsidiaries:

 

Subsidiaries

Total owned shares

Participation

%

Capital

stock

Equity

Net income of subsidiaries

 

 

 

 

 

 

Gol Transportes Aéreos S.A.

451,072,643

100

526,489

749,553

51,945

GTI S.A.

62,148

100

62,148

62,148

-

Gol Finance

50,000

100

109

(4,255)

(1,429)

GAC Inc.

50,000

100

109

104,826

28,992

 

14

 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

7.

Investments in Subsidiaries – Continued

 

 

(b)

Turnover of investments:

 

 

Gol Transportes

Aéreos S.A.

GAC

Inc.

Gol

Finance

GTI

S.A.

Total of Investments

Balance at December 31, 2006

700,692

478,537

(2,826)

-

1,176,403

Capital increase

-

-

-

62,148

62,148

Equity accounting

51,945

28,992

(1,429)

-

79,508

Unrealized hedge results

8,302

-

-

-

8,302

Dividends paid

(11,386)

-

-

-

(11,386)

Balance at March 31, 2007

749,553

507,529

(4,255)

62,148

1,314,975

 

On July 27, 2004 the Company constituted GTI S.A., a subsidiary whose objects for which it is estabilished is the asset administration and participation in other companies. On March 30, 2007, the Company has increased the capital in GTI S.A. in R$ 62,148 to meet the obligations relating to the acquisition of VRG S.A. assumed by GTI S.A..

 

8.

Property, Plant and Equipment

 

 

 

 

03.31.2007

 

12.31.2006

 

Depreciation rate

 

Cost

 

Accumulated depreciation

 

Net value

 

Net value

Flight equipment

 

 

 

 

 

 

 

 

 

Aircraft

13%

 

51,484

 

(18,760)

 

32,724

 

26,664

Spare engines

20%

 

69,442

 

-

 

69,442

 

69,441

Replacement part kits

20%

 

285,568

 

(111,270)

 

174,298

 

150,333

Aircraft and safety equipment

20%

 

1,034

 

(282)

 

752

 

760

Tools

10%

 

6,272

 

(691)

 

5,581

 

4,330

 

 

 

413,800

 

(131,003)

 

282,797

 

251,528

Property, plant and equipment in service

 

 

 

 

 

 

 

 

 

Software licenses

20%

 

25,670

 

(11,103)

 

14,567

 

15,103

Vehicles

20%

 

4,136

 

(1,509)

 

2,627

 

2,084

Machinery and equipment

10%

 

12,723

 

(1,545)

 

11,178

 

10,217

Furniture and fixtures

10%

 

9,234

 

(1,792)

 

7,442

 

7,252

Computers and peripherals

20%

 

15,416

 

(5,429)

 

9,987

 

8,728

Communication equipment

10%

 

1,547

 

(377)

 

1,170

 

1,144

Facilities

10%

 

3,333

 

(473)

 

2,860

 

2,678

Brand names and patents

-

 

37

 

-

 

37

 

37

Maintenance Center

7.27%

 

36,609

 

(1,305)

 

35,304

 

34,851

Leasehold improvements

4%

 

3,601

 

(2,346)

 

1,255

 

1,641

Work in progress

-

 

20,435

 

-

 

20,435

 

23,256

 

 

 

132,741

 

(25,879)

 

106,862

 

106,991

 

 

 

546,541

 

(156,882)

 

389,659

 

358,519

 

 

 

 

 

 

 

 

 

 

Advances for aircraft acquisition

-

 

554,817

 

-

 

554,817

 

436,911

 

 

 

1,101,358

 

(156,882)

 

944,476

 

795,430

15

 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

8.

Property, Plant and Equipment – Continued

 

Advances for aircraft acquisition refer to prepayments made based on the agreements entered into with Boeing Company for the purchase of 75 Boeing 737-800 Next Generation (76 aircraft at December 31, 2006), as further explained in Note 16, and capitalized interest of R$ 34,405 are included (R$ 33,068 at December 31, 2006).

 

9.

Loans and Financing

 

 

Annual

Interest

rate

 

Consolidated

Current:

 

03.31.2007

 

12.31.2006

Brazilian Currency

 

 

 

 

 

Working capital

11.56%

 

176,120

 

128,304

BNDES Loan

9.60%

 

10,884

 

9,648

 

 

 

187,004

 

137,952

Foreign Currency

 

 

 

 

 

IFC Loan

7.24%

 

6,732

 

2,736

Interest on borrowings and financings

 

 

9,786

 

-

 

 

 

16,518

 

2,736

Total short-term borrowings and financings

 

 

203,522

 

140,688

 

 

 

 

 

 

Long term:

 

 

 

 

 

Brazilian Currency

 

 

 

 

 

BNDES Loan

9.60%

 

61,449

 

54,626

 

 

 

 

 

 

Foreign Currency

 

 

 

 

 

Bank Loans

5.39%

 

123,500

 

128,303

IFC Loan

7.24%

 

97,589

 

107,150

 

 

 

282,538

 

290,079

 

 

 

 

 

 

Senior notes

7.50%

 

463,522

 

-

Perpetual notes

8.75%

 

412,020

 

436,902

Total long-term borrowings and financings

 

 

1,158,080

 

726,981

Total borrowings and financings

 

 

1,361,602

 

867,669

 

The long-term financings maturities, except for the Perpetual notes, considering the 12-month period from april 1 to march 31 of each year are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Beyond

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2013

 

Total

Brazilian Currency:

 

 

 

 

 

 

 

 

 

 

 

 

 

     BNDES Loan

13,797

 

13,517

 

12,825

 

12,886

 

8,424

 

-

 

61,449

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Foreign Currency:

 

 

 

 

 

 

 

 

 

 

 

 

 

      Bank Loans

123,500

 

-

 

-

 

-

 

-

 

-

 

123,500

     IFC Loan

8,584

 

17,801

 

17,801

 

17,801

 

17,801

 

17,801

 

97,589

     Senior notes

-

 

-

 

-

 

-

 

-

 

463,522

 

463,522

 

132,084

 

17,801

 

17,801

 

17,801

 

17,801

 

481,323

 

684,611

     Total

145,881

 

31,318

 

30,626

 

30,687

 

26,225

 

481,323

 

746,060

 

16

 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

9.

Loans and Financing – Continued

 

( a ) Working Capital

 

At March 31, 2007, the Company maintains ten short-term credit lines with five financial institutions that allowed borrowings up to R$ 432,000. One of those lines are guaranteed by promissory notes which allow borrowings up to R$ 300,000 and at March 31, 2007, the outstanding borrowings under these facilities amounting R$176,120.

 

( b ) Bonds

 

The company, through its wholly-owned subsidiary Gol Finance, maintains perpetual notes guaranteed by GOL. The notes have no fixed final maturity date and are callable at par by the Company after five years of the issuance date and which are senior unsecured debt obligations of the Company and GOL. At March 31, 2007, there was R$ 412,020 (US$ 200,946 thousand) outstanding under this facility.

 

In March 22, 2007, the Company, through its wholly-owned subsidiary Gol Finance, issued R$ 463,545 (US$ 225,000) 7.50% senior notes due 2017. The Company and GOL guarantee the notes, which are senior unsecured debt obligations of them. At March 31, 2007, there was R$ 463,522 (US$ 226,064 thousand) outstanding under this facility.

 

The Company intends to use the resource to finances the acquisition of aircraft as a complement to its own cash resources, and to the bank financings guaranteed by the U.S. Exim Bank.

 

( c ) Bank Loans

 

The Company, through its wholly-owned subsidiary GAC Inc., maintains a mid-term agreement for up to R$ 126,930 (US$ 60,000 thousand) with Credit Suisse guaranteed by promissory notes. The tenor of the loan is 2.7 years with an annual interest rate of 3-month Libor. At March 31, 2007, there was R$123,500 (US$60,232 thousand) outstanding under this facility.

 

( d ) Other Financings

 

The GOL maintains long term borrowing agreements for R$ 75,694 (US$33,543 thousand) with the BNDES (the Brazilian Development Bank) and for R$ 110,315 (US$ 50,000 thousand) with the International Finance Corporation (IFC).

 

 

 

17 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

9.

Loans and Financing – Continued

 

( d ) Other Financings – Continued

 

The BNDES credit line is being used to finance a major portion of the construction and expansion of the Gol Aircraft Maintenance Center at the International Airport of Confins, in the state of Minas Gerais, the acquisition of national equipment and materials. The loan has a term of five years with interest of TJLP 2.65% p.a. and is guaranteed by accounts receivable. As of March 31, 2007, there was R$ 72,333 (US$35,278 thousand) outstanding under this facility.

 

The financing with the International Finance Corporation (IFC) is being used to acquire aircraft spare parts inventories and working capital. The loan has a term of six years with interest of LIBOR 1.875% p.a. and is guaranteed by spare parts. As of March 31, 2007, there was R$ 104,321 (US$ 50,878 thousand) outstanding under this facility.

 

The estimated market values of perpetual notes and senior notes, on March 31, 2007, reflecting the frequent price oscillations of such instruments are shown below:

 

 

Consolidated

 

Book Value

 

Market

 

 

 

 

Senior notes

463,522

 

457,308

Perpetual notes

412,020

 

411,414

 

10.

Provision for Contingencies

 

 

03.31.2007

 

12.31.2006

Provision for contingencies

31,846

 

29,238

Others accounts payable

296

 

475

Total provision of contingencies and others

32,142

 

29,713

18

 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

10.

Provision for Contingencies – Continued

 

The provisions for contingencies, tax obligations and respective judicial deposits are as follows:

 

 

Consolidated

 

03.31.2007

 

12.31.2006

 

Gross

provision

 

(-) Judicial

deposits

 

Net

provision

 

Net

provision

Labor contingencies

616

 

(1,847)

 

(1,231)

 

(298)

Civil contingencies

5,715

 

(7)

 

5,708

 

4,936

 

6,331

 

(1,854)

 

4,477

 

4,638

 

 

 

 

 

 

 

 

Tax obligations

25,515

 

(32,759)

 

(7,244)

 

(7,059)

Total

 31,846

 

 (34,613)

 

 (2,767)

 

 (2,421)

 

 

Contingencies

 

Labor

 

Civil

 

Total

Balances at December 31, 2006

772

 

4,943

 

5,715

Constitution

156

 

1,544

 

1,700

Reversal

(312)

 

(772)

 

(1,084)

Balances at March 31, 2007

 616

 

5,715 

 

6,331

 

a) Labor and civil contingencies

 

The Company takes part in legal proceedings and civil and labor claims that arise in the ordinary course of business. Although the results of those proceedings cannot be forecasted, the final judgment of those actions will not have a relevant side effect in the Company’s financial position, operating income and cash flow, according to management’s opinion which is supported by its external legal advisors.

 

In order to demonstrate a better current estimate, the provisions constituted for probable losses are classified in non-current liabilities and are reviewed periodically based on the proceedings evolution and on the background of losses in favor of labor and civil claims.

 

b) Tax obligations

 

The Company is questioning in court the non-assessment of VAT (ICMS) in aircraft and engine imports under operating leasing in transactions made with lessors headquartered in foreign countries. The Company’s Management understands that these transactions are mere leases in view of the contractual obligation to return the object of the contract, which will never integrate the Company’s assets. Given that there is no circulation of goods, the tax triggering event is not characterized.

 

19 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

10.

Provision for Contingencies – Continued

 

b) Tax obligations – Continued

 

Estimated aggregated value of the current lawsuits - considering the 4% rate applied to the price of the lease aircraft and engines and taking these assets’ estimated useful life over the average period of the Company’s commercial leases – totals R$ 45,944 at March 31, 2007 (R$ 45,248 at December 31, 2006), monetarily adjusted and excluding eventual default fees.

 

The Company, supported by case law and the opinion of its independent legal advisors, understands that it is unlikely for the Company to lose these court suits and the accounting practices adopted in the preparation of its financial statements, in line with international standards, do not require provisions for losses.

 

The Company is judicially discussing several aspects regarding the assessment and calculation basis of PIS and COFINS on its operations that were recorded as long-term tax obligations.

 

11. Transactions with Related Parties

 

The subsidiary GOL maintains operating agreements with associated companies for passenger and luggage transportation between airports and for the transportation of employees, executed under normal market conditions.

 

GOL is the tenant of the property located at Rua Tamoios, 246, in the city of São Paulo, State of São Paulo, owned by associated company whose agreement expires as of March 31, 2008 and has an annual price restatement clause based on the General Market Price Index (IGP-M).

 

The balances payable to the associated companies, in the amount of R$ 127 (R$ 127 at December 31, 2006) are included in the suppliers’ balance jointly with third-party operations. The amount of expenses which affected the income for the first quarter of 2007 is R$ 13,347 (R$ 761 in the first quarter of 2006).

 

20 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

12.

Shareholders’ Equity

 

a) Capital Stock  

 

 

i.

On March 31, 2007, the capital stock is represented by 107,590,792 common shares and 88,621,497 preferred shares

 

 

ii.

The authorized capital stock at March 31, 2007 is R$ 2,000,000. Within the authorized limit, the Company may, by means of the Board of Directors’ resolution, increase the capital stock regardless of any amendment to the Bylaws, through issue of shares, without keeping any proportion between the different classes of shares. The Board of Directors shall determine the conditions for the issue, including the payment price and period. At the discretion of the Board of Directors, the preemptive right may be excluded, or the period for its exercise be reduced, in the issue of preferred shares, placement of which is made through sale on a stock exchange or by public subscription, or also through the exchange for shares, in a control acquisition public offering, as provided for by the law. Issue of beneficiary parties is prohibited under the terms of the Company’s Bylaws.

 

 

iii.

Preferred shares have no voting rights, except concerning the occurrence of specific facts allowed by the Brazilian legislation. These shares have as preference: priority in the reimbursement of capital, without premium and right to be included in the public offering arising from the sale of control, at the same price paid per share of the controlling block, assuring dividend at least equal to that of common shares.

 

 

iv.

The quote of the shares of Gol Linhas Aéreas Inteligentes S.A., at March 31, 2007, on the São Paulo Stock Exchange – BOVESPA, corresponded to R$ 62.80 and US$ 30.43 on the New York Stock Exchange – NYSE. The equity value per share at March 31, 2007 is R$ 10.67 (R$ 10.54 at December 31, 2006).

 

 

b) Dividends and Interest on Equity

 

In accordance with the Company’s Bylaws, to the shareholders is guaranteed a mandatory minimum dividend of 25% of the net income for the period adjusted under the terms of the article 202 of the Corporation Law. According to the Board of Directors Meeting of January 29, 2007, it was approved the Dividend Policy for 2007 that, without prejudice to the Company’s’ Bylaws, approved the quarterly distribution of dividends, in the fixed amount of R$ 0.35 (thirty five cents of reais), per share, per common and preferred shares of the Company. If necessary, the Company will make the year-end supplementary dividend payment.

21 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

12.

Shareholders’ Equity – Continued

 

b) Dividends and Interest on Equity – Continued

 

The Company’s Board of Directors approved the payment of intermediate dividends and interest on shareholder’s equity (JSCP) to its shareholder’s referring to the first quarter of 2007, as demonstrated below:

 

 

 

 

 

 

 

 

 

 

 

Income during quarter

Deliberation

 

Income

 

R$ per share

(one lot of 100 shares)

 

Credit

 

Payment

 

03.31.2007

 

03.31.2006

Board of Directors Meeting on

March 16, 2007

 

JSCP

 

17.13

 

03.30.2007

 

05.04.2007

 

33,608

 

35,391

Board of Directors Meeting on

March 16, 2007

 

Dividends

 

20.44

 

03.30.2007

 

05.04.2007

 

40,108

 

8,079

Total of dividends and interest on shareholder’s equity

73,716

 

43,470

 

Credit per share (R$ per lot of 100 shares)

37.57

 

22.18

Total shares

196,212,289

 

195,972,633


The payment of interest on shareholder’s equity will be inputed to the mandatory minimum dividend for the year.

 

In accordance with Law No. 9,249, - Changes in income tax, social contribution and other steps legislation, as of December 26, 1995 the Company made a payment to shareholders of interest on shareholder’s equity, calculated on the equity accounts and limited to the “pro rata die” variation of the Long-Term Interest Rate – TJLP.

 

The base income for determining the dividends and the proposed dividends were calculated as follows:

 

Minimum dividends – on adjusted net income

 

03.31.2007

 

03.31.2006

 

 

 

 

 

Net income for the quarter

 

91,578

 

160,678

Legal reserve constitution

 

(4,579)

 

(8,034)

Base income for the determination of the minimum

mandatory dividend

 

86,999

 

152,644

 

 

 

 

 

Mandatory minimum dividend, equivalent to 25 %

of the base income

 

21,750

 

38,161

 

 

 

 

 

Proposed Dividends:

 

 

 

 

Interest on shareholder’s equity - R$ 17.13 per lot of 100 shares (R$ 18.06 per lot of 100 shares in 2006)

 

33,608

 

35,391

Proposed dividends - R$ 20.44 per lot of 100 shares (R$ 4.12 per lot of 100 shares in 2006)

 

40,108

 

8,079

Total

 

73,716

 

43,470

Interest on equity, net of income tax

 

(1,380)

 

(5,309)

 

 

72,336

 

38,161

 

22

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

12.

Shareholders’ Equity – Continued

 

b) Dividends and Interest on Equity – Continued

 

The balances at March 31, 2007 are constituted as follows:

 

Balances at December 31, 2006

 

42,961

 

 

 

Dividends and interest on shareholder’s equity:

 

 

Declared

 

73,716

Income taxes (IRRF)

 

(1,380)

Paid

 

(42,760)

Balances at March 31, 2007

 

72,537

 

13.

Cost of Services Rendered, Sales and Administrative Expenses

 

 

Consolidated

 

03.31.2007

 

03.31.2006

 

Cost of Services Rendered

Sales Expenses

Administrative Expenses

Total

%

 

Total

%

Aircraft fuel

361,298

-

-

361,298

37,9

 

254,306

38,1

Salaries, wages and benefits

113,719

-

17,933

131,652

13,8

 

79,457

11,9

Aircraft leasing

109,834

-

-

109,834

11,5

 

66,487

10,0

Sales and marketing

-

76,555

-

76,555

8,0

 

99,330

14,9

Aircraft and traffic servicing

39,606

-

18,282

57,888

6,1

 

31,621

4,7

Landing fees

54,972

-

-

54,972

5,8

 

30,341

4,5

Maintenance materials and repair

46,248

-

-

46,248

4,9

 

26,115

3,9

Depreciation and amortization

17,598

-

1,995

19,593

2,1

 

12,395

1,9

Other operating expenses

84,228

-

11,614

95,842

10,0

 

68,086

10,2

 

827,503

76,555

49,824

953,882

100,0

 

668,138

100,0

 

At March 31, 2007, aircraft fuel expenses include R$ 6,904, arising from results with derivatives represented by fuel hedge contract results expired in the period and measured as effective to hedge the expenses against fuel price fluctuations.

23 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

14.

Net Financial Income

 

 

Parent Company

 

Consolidated

 

03.31.2007

 

03.31.2006

 

03.31.2007

 

03.31.2006

Financial Expenses:

 

 

 

 

 

 

 

Interest on loans

-

 

-

 

(27,024)

 

(3,263)

Foreign exchange variations on liabilities

(17,732)

 

(1,498)

 

(6,078)

 

(10,233)

Losses on financial instruments

-

 

-

 

(23,957)

 

(228)

CPMF tax

(277)

 

(242)

 

(2,671)

 

(2,576)

Monetary variations on liabilities

-

 

-

 

(684)

 

(419)

Interest on shareholder’s equity

(33,608)

 

(35,391)

 

(33,608)

 

(35,391)

Other

(136)

 

(3)

 

(9,038)

 

(4,161)

 

(51,753)

 

(37,134)

 

(103,060)

 

(56,271)

 

 

 

 

 

 

 

 

Financial income:

 

 

 

 

 

 

 

Interest and gains on financial investments

-

 

390

 

30,791

 

2,726

Foreign exchange variations

on assets

10,247

 

1,150

 

7,329

 

6,661

Gains on financial instruments

17,497

 

8,428

 

57,815

 

31,246

Capitalized interest

-

 

-

 

4,617

 

3,350

Interest on shareholder’s equity

11,386

 

-

 

-

 

-

Monetary variations on assets

24

 

-

 

1,588

 

479

Others

5

 

-

 

1,820

 

1,213

 

39,159

 

9,968

 

103,960

 

45,675

Net financial income

(12,594)

 

(27,166)

 

900

 

(10,596)

 

15.

Commitments

 

The Company leases its operating aircraft and rent airport terminals, other airport facilities, offices and other equipment. At March 31, 2007 the Company carried operational lease agreements on 67 aircraft (65 at December 31, 2006), with expiration dates from 2006 to 2018.

 

The following table provides the obligations under current and long-term debt obligations, due to operating lease commitments and aircraft purchase commitments as of March 31, 2007:

24 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

15.

Commitments – Continued

 

 

 

 

 

 

 

 

 

 

 

 

Beyond

 

 

 

2008

 

2009

 

2010

 

2011

 

2012

 

2012

 

Total

Operating lease commitments (1)

399,488

 

335,107

 

280,399

 

193,882

 

178,863

 

506,455

 

1,894,194

Pre-delivery deposits (2)

221,704

 

297,973

 

346,345

 

281,053

 

67,163

 

-

 

1,214,238

Aircraft purchase commitments (3)

2,044,610

 

1,546,451

 

1,886,268

 

2,374,736

 

1,990,118

 

1,096,361

 

10,938,544

Total

2,665,802

 

2,179,531

 

2,513,012

 

2,849,671

 

2,236,144

 

1,602,816

 

14,046,976

 

(1) The future commitments based on the operating lease contracts are denominated in U.S. Dollars. The Company has letters of credit in the amount of R$ 63,237 (US$ 30,841) for aircraft leasing contracts deposits and R$ 158,656 (US$ 77,378) for engine maintenance deposits

 

(2) The Company makes payments arising from the construction phase for aircraft acquisitions utilizing the proceeds from equity and debt financings, cash flow from operations and supplier financing.

 

(3) The Company has a purchase contract with Boeing for acquisition of Boeing 737-800 Next Generation aircraft being currently 75 firm orders and 34 purchase options. The firm orders have an approximate value of R$ 11,052 million (corresponding to approximately US$ 5,335 million) based on the aircraft list price, including estimated amounts for contractual price escalations and pre-delivery deposits during the phase of the aircraft construction. The commitments arising from the aircraft acquisition not include the portion that will be financed by long-term financings with guarantee of the aircraft by the U.S. Exim Bank (Exim), corresponding to approximately 85% of the total cost of the aircraft.

 

16.

Employees

 

The Company keeps a profit sharing plan and stock option plans. The employee profit sharing plan is linked to the economic and financial results measured with basis on the Company’s performance indicators that assume the achievement of the Company’s, its business units’ and individual performance goals. At March 31, 2007, considering that the goals established by the Company were not accomplished, no provisions has been accrued.

 

At January 2, 2007, the Compensation Committee, within the scope of its functions and in conformity with the Company’s Stock Option Plan, approved the granting of 113,379 options for the purchase of the Company’s preferred shares at the price of R$ 65.85 per share.

25


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

16.

Employees – Continued

 

The transactions are summarized below:

 

 

Quantity of

Weighted average

 

Stock options

price for the year

Outstanding at December 31, 2006

187,234

40.65

Granted

113,379

65.85

Exercised

(5,823)

37.13

Outstanding at March 31, 2007

294,790

50.44

 

 

 

Quantity of options to be exercised at December 31, 2005

158,353

6.50

Quantity of options to be exercised at December 31, 2006

17,484

33.06

Quantity of options to be exercised at March 31, 2007

49,109

38.51

 

The weighted average fair values on the granting dates of the stock options, at March 31, 2007, were R$ 27.74 and R$ 27.20 respectively, and they were estimated based on the Black-Scholes stock option pricing model, assuming a 1.5 % dividend payment, an expected volatility of approximately 37,4%, a weighted average risk free rate of 13.0 % and a average maturity of 3.85 years.

 

The accounting practices adopted in Brazil do not require recognition of compensation expenses through the Company’s stock options. If the Company had recorded in its results the compensation expenses by means of stock options, based on the fair value on the date of the options granting, the income of the first quarter of 2007 would have been R$ 417 lower (R$ 2,027 in the first quarter of 2006 and R$ 3,239 in the year of 2006).

 

The exercise price interval and the remaining weighted average maturity of the outstanding options, as well as the exercise price interval for the options to be exercised at March 31, 2007 are summarized below:

 

Outstanding Options

 

Options to be exercised

Exercise price interval

Quantity of outstanding options at 03/31/2007

Remaining weighted average maturity

Weighted

average exercise price

 

Quantity of options to be exercised

03/31/2007

Weighted

average exercise price

 

 

 

 

 

 

 

33.06

82,754

2.75

33.06

 

30,304

33.06

47.30

98,657

3.75

47.30

 

18,805

47.30

65.85

113,379

4.75

65.85

 

-

65.85

 

 

 

 

 

 

 

33.06 - 65.85

294,790

3.85

50.44

 

49,109

38.51

 

26

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Financial Derivative Instruments

 

The Company is exposed to several market risks arising from its operations. Such risks involve mainly the effects of changes in fuel price and foreign exchange rate risk, in view that its revenues are generated in Reais and the Company has significant commitments in US dollars, credit risks and interest rate risks. The Company uses derivative financial instruments to minimize those risks. The Company maintains a formal risk management policy under the management of its executive officers, its Risk Policy Committee and its Board of Directors.

 

The management of these risks is performed through control policies, establishing limits, as well as other monitoring techniques, mainly mathematical models adopted for the continuous monitoring of exposures. The exclusive investment funds in which the Company and its subsidiary Gol are quota holders are used as means for the risk coverage contracting according to the Company’s risk management policies.

 

Airlines are exposed to aircraft fuel price change effects. Aircraft fuel consumption in the first quarter of 2007 and 2006 represented approximately 37.9% and 38.1% of the Company’s operating expenses, respectively. The Company periodically uses future contracts, swaps and oil options and its derivatives to manage those risks. The purpose of the fuel hedge is the fuel acquisition operating expenses. As the aircraft fuel is not traded on a commodities exchange, the liquidity and alternatives for contracting hedge operations of that item are limited. However, the Company has found effective commodities to hedge aircraft fuel costs, mainly crude oil. Historically, oil prices have been highly related to aircraft fuel prices, which makes oil derivatives effective in compensating oil price fluctuations, in order to provide short-term protection against sudden fuel price increases. The futures contracts are listed on NYMEX, swaps are contracted with prime international banks and the options can be either those listed on NYMEX or those traded with prime international banks.

 

The Company also engages in financial derivative instruments agreements contracted with first-tier banks for cash management purposes. The financial derivative instruments are composed of synthetic fixed income option agreements and swaps contracts to obtain the Brazilian overnight deposit rate for investments in securities with fixed-rates or denominated in dollars.

 

27 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Derivative Financial Instruments – Continued

 

a) Fuel price risk

 

The Company’s derivatives contracts, at March 31, 2007, are summarized as follows (in thousands, except otherwise indicated):

 

 

03.31.2007

 

12.31.2006

Fair value of derivative financial instruments at the end of the period

18,756

 

R$ (4,573)

Average term (months)

3

 

3

Hedged volume (barrels)

2,366,462

 

1,804,000

 

 

 

 

Period ended March 31:

2007

 

2006

Gains with hedge effectiveness recognized as aircraft fuel expenses

-

 

R$ 628

Losses with hedge ineffectiveness recognized as financial income

R$ 5,325

 

-

Current percentage of hedged consumption (during the quarter)

87%

 

55%

 

The Company utilizes financial derivative instruments as hedges to decrease its exposure to jet fuel price increases for short-term time frames. On March 31, 2007 the Company currently has a combination of purchased call options, collar structures, and fixed price swap agreements in place to hedge approximately 60%, 25%, 25%, 10% and 10% of its jet fuel requirements for the second, third and fourth quarters of 2007, first and second quarters of 2008, respectively, at average crude equivalent prices of approximately US$ 68.3, US$69.5, US$ 72.3, US$ 62.6 e US$ 62.9 per barrel, respectively.

 

The Company classifies fuel hedge as “cash flow hedge”, and recognizes the changes of market fair value of effective hedges accounted in the shareholders’ equity until the hedged fuel is consumed. The fuel hedge effectiveness is estimated based on correlation statistical methods or by the proportion of fuel purchase expense variations that are offset by the fair market value variation of derivatives. Effective hedge results are recorded as decrease or increase in the cost of acquisition of fuel, and the hedge results that are not effective are recognized as financial income/expenses. Ineffective hedges arise when the change in the value of derivatives is not between 80% and 125% of the hedged fuel value variation. When the aircraft fuel is consumed and the related derivative financial instrument is settled, the unrealized gains or losses recorded in shareholders’ equity are recognized as aircraft fuel expenses. The Company is exposed to the risk that periodic changes will not be effective, as defined, or that the derivatives will no longer qualify for recording unrealized gains or losses in the equity. As periodic changes in the fair value of derivatives are ineffective, such “ineffectiveness” is recognized in the same period as the estimated fuel consumption occurs.

 

 

 

28 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Derivative Financial Instruments – Continued

 

a) Fuel price risk – Continued

 

Ineffectiveness is inherent in hedging jet fuel with derivative positions based in other crude oil related commodities, especially given the magnitude of the current fair market value of the Company’s fuel hedge derivatives and the recent volatility in the prices of refined products. The Company has determined that specific hedges will not regain effectiveness in the time period remaining until settlement. Any changes in fair value of the derivative instruments are marked to market through earnings in the period of change.

 

During the quarter ended on March 31, 2007, the Company recognized approximately R$ 2,730 (US$ 1,331) of additional losses in Others gains (losses), net, related to the ineffectiveness of its hedges. The Company also recognized approximately R$ 61 (US$ 30) related to losses within the ineffective portion of the contracted hedges for future competences. As of March 31, 2007 there was an unrealized gain of R$ 6,020 (US$ 2,936) referring to the effective portion of the contracted hedges for future competences recorded in shareholders’s equity.

 

The fair market value of swaps is estimated by discounted cash flow methods, and the fair value of the options is estimated by the Black-Scholes model adapted to commodities options.

 

Market risk factor: Jet fuel price

Exchange market

 

 

 

 

 

 

 

 

 

 

 

Future contracts bought

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q07

 

3Q07

 

4Q07

 

1Q08

 

2Q08

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Nominal volume in barrels (thousands)

1,134

 

415

 

452

 

180

 

185

 

2,366

Nominal volume in liters (thousands)

180,308

 

66,038

 

71,908

 

28,616

 

29,350

 

376,220

 

 

 

 

 

 

 

 

 

 

 

 

Future agreed rate per barrel (USD)*

68.34

 

69.54

 

72.30

 

62.63

 

62.88

 

68.45

Total in Reais **

158,932

 

59, 223

 

67,056

 

23,113

 

23,800

 

332,124

 

 

*

Weighted average between the strikes of the collars and callspreads.

** The exchange rate at 03/31/2007 was R$ 2.0504 / US$ 1.00

 

b) Exchange rate risk

 

On March 31, 2007 the main assets and liabilities denominated in foreign currency recorded in the balance sheet are related to aircraft leasing and acquisition operations.

 

 

29 

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Derivative Financial Instruments – Continued

 

b) Exchange rate risk – Continued

 

The Company’s foreign exchange exposure at March 31, 2007 and 2006 is set forth below:

 

 

Consolidated

 

03.31.2007

 

12.31.2006

Assets

 

 

 

Cash, cash equivalents and financial investments

1,260,264

 

788,136

Deposits for aircraft leasing contracts

266,224

 

273,031

Prepaid leasing expenses

21,271

 

20,223

Others

46,197

 

15,405

 

1,593,956

 

1,096,795

Liabilities

 

 

 

Foreign suppliers

23,306

 

25,249

Operating leases payable

33,636

 

63,167

 

56,942

 

88,416

Foreign exchange exposure in R$

1,537,041

 

1,008,379

Total foreign exchange exposure in US$

749,617

 

471,646

Obligations not recorded in the balance sheet

 

 

 

Future obligations arising from operating

lease agreements

1,894,194

 

1,948,607

Future obligations arising from firm orders

for aircraft purchase

10,938,544

 

11,549,004

 

12,832,738

 

13,497,611

 

 

 

 

Total foreign exchange exposure in R$

14,369,752

 

14,505,990

Total foreign exchange exposure in US$

7,008,268

 

6,784,841

 

The foreign exchange exposure concerning amounts payable resulting from operating leases, insurances, maintenance, and the exposure to fuel price variations caused by the foreign exchange rate are managed by hedge strategies with US dollar futures contracts and US dollar options listed on BM&F (Brazilian Mercantile and Futures Exchange). The expenses accounts that are the purpose of foreign exchange rate hedge are: fuel expenses, lease, maintenance, insurance and international IT services.

 

 

30 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Derivative Financial Instruments – Continued

 

b) Exchange rate risk – Continued

 

Company’s Management believes that the derivatives it uses are extremely correlated to the US dollar/real foreign exchange rate in order to provide short-term protection to foreign exchange rate changes. The Company classifies hedge for exposure to US dollar variations as “cash flow hedge” and recognizes the fair market value variations of highly effective hedges in the same period the estimated expenses which are the purpose of the hedge occur. The market value changes of the highly effective hedges are recorded in Financial Revenues or Expenses until the period the hedged item is recognized, then they are recognized as decrease or increase in incurred expenses. The market value changes of hedges that are not highly effective are recognized as financial revenue or expense. The US dollar hedge effectiveness is estimated by statistical correlation methods or by the proportion of expenses variation that are offset by the fair market value variation of the derivatives.

 

The fair market value of swaps is estimated by discounted cash flow methods; the fair value of options is estimated by the Black-Scholes method adapted to the currency options; and the futures fair value refers to the last owed or receivable adjustment already accounted and not settled yet.

 

The Company uses short-term financial derivative instruments. The following table summarizes the position of the foreign exchange derivative contracts (in thousands, except otherwise indicated):

 

 

03.31.2007

 

12.31.2006

Fair value of financial derivative instruments at year end

4,310

 

R$ (275)

Longuest remaining term (months)

2

 

2

Hedged volume

261,500

 

180,127

 

 

 

 

Period ended March 31:

2007

 

2006

Hedge effectiveness losses recognized in operating expenses

-

 

R$ (5,383)

Hedge ineffectiveness losses recognized in other income

R$ (6,596)

 

R$ (227)

Percentage of expenses hedged during year

50%

 

65%

 

The Company accounts its futures derivative instruments of foreign currencies as cash flow hedges. On March 31, 2007, the unrealized losses in “Accumulated other comprehensive income” totalized R$ 2,040, net of taxes.

 

31 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Derivative Financial Instruments – Continued

 

b) Exchange rate risk – Continued

 

Market risk factor: Exchange rate

Exchange market

 

 

 

 

 

 

 

Future agreements bought

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2Q07

 

3Q07

 

4Q07

 

Total

 

 

 

 

 

 

 

 

Nominal value in dollars

129,500

 

63,000

 

69,000

 

261,500

Future agreed rate

2.12

 

2.25

 

2.33

 

2.21

Total in Reais

277,022

 

141,750

 

160,998

 

576,770

 

 

c)

Credit risk of financial derivative instruments

 

The derivative financial instruments used by the Company are conducted with top quality credit counterparts, AA+ or better rated international banks, according to Moody’s and Fitch agencies or international futures exchange or the Brazilian Mercantile and Futures Exchange (BM&F). The Company believes that the risk of not receiving the owed amounts by its counterparts in the derivatives operations is not material.

 

 

d)

Interest rate risk

 

The Company’s results are affected by fluctuations in international interest rates in US dollar due to the impact of such changes in expenses of operating lease agreements. At March 31, 2007, there were no open hedge contracts for the international interest rate risk.

 

The Company’s results are affected by changes in the interest rates in Brazil, both those applicable to deposits and liabilities in real and those applicable to US dollar indexed securities, due to the impact of such changes on the market value of financial derivative instruments conducted in Brazil, on the market value of prefixed securities in real and on the remuneration of the cash balance and financial investments. The Company uses Interbank Deposit futures of the Brazilian Mercantile and Futures Exchange (BM&F) solely to protect itself from domestic interest rate impacts on the prefixed portion of its investments. On March 31, 2007, the nominal value of Interbank Deposit futures contracts with the Brazilian Mercantile and Futures Exchange (BM&F) totaled R$ 5.900 with periods of up to 3 years, with a fair market value of R$ 1.313, corresponding to the last owed or receivable adjustment, already received and not yet settled. The total variations in market value, payments and receivables related to the DI futures are recognized as increase or decrease in financial incomes in the same period they occur.

 

32 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

17.

Derivative Financial Instruments – Continued

 

e) Derivatives contracts applied in cash management

 

The Company utilizes financial derivatives instruments for cash management purposes. The Company enters into option contracts known as boxes with first tier banks and registered in the Brazilian CETIP clearing house with the objective of investing cash at pre-fixed rates. As of March 31, 2007, the total amount invested in boxes was R$ 78,982 with average term of 241 days. The Company also utilizes swaps contracts to change the remuneration of part of its short term investments to the Brazilian overnight deposit rate, the CDI. Investments in box combinations are swapped from fixed rate to a percentage of the CDI. Investments in dollar-denominated securities are swapped from dollar-based remuneration to Brazilian reais plus a percentage of CDI rate. As of March 31, 2007, the notional amount of fixed-rate swaps to CDI was R$ 75,000 with a fair value of R$ (520); and the notional amount of currency swaps to CDI was R$ 183,667 with a fair value or R$5,636. The changes in fair value of these swaps is reflected in financial income in the period of change.

 

18.

Insurance Coverage

 

Management holds an insurance coverage in amounts that it deems necessary to cover possible accidents, due to the nature of its assets and the risks inherent to its activity, observing the limits established in lease agreements. On March 31, 2007 the insurance coverage, by nature, considering GOL’s aircraft fleet and in relation to the maximum indemnifiable amounts, is the following:

 

Aeronautic Type

R$ (000)

US$ (000)

Warranty – Hull

4,231,193

2,063,594

Civil Liability per occurrence/aircraft

1,537,800

750,000

Warranty – Hull/War

4,231,193

2,063,594

Inventories

194,788

95,000

 

By means of Law 10,605, as of December 18, 2002, the Brazilian government undertook to supplement possible civil liability expenses against third parties caused by acts of war or terrorist attacks, occurred in Brazil or abroad, for which GOL may be demanded, for the amounts that exceed the insurance policy limit effective at September 10, 2001, limited to the equivalent in reais to one billion US dollar.

 

 

33 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

19.

Subsequent Events

 

On April 4, 2007, the Company received approval from the National Civil Aviation Agency (ANAC) to complete the transfer of VRG to GTI S.A., a wholly-owned subsidiary of Gol Linhas Aéreas Inteligentes. With this authorization, the Company initiated execution of the plan developed for VRG, which will operate with its own brand (VARIG) and differentiated services, incorporating the low-cost business model of Gol Transportes Aéreos S.A.

 

On April 9, 2007, the Company’s Board of Directors approved a capital increase amounting to R$518,100 by means of the issuance of 8,519,979 preferred shares in order to meet the obligations assumed by its subsidiary GTI S.A. in connection with its acquisition of VRG’s capital ownership. When the Company agreed to acquire the capital stock of VRG, it agreed to pay a portion of the acquisition price in its preferred shares (representing approximately 3.1% of its total shares outstanding). According to Brazilian law, the issuance and transfer of preferred shares to Varig Logística S.A, the seller of VRG, triggers preemptive rights of the company´s existing shareholders. Of the total authorized issuance of 8,519,979 preferred shares, the company will transfer 6,049,185 preferred shares to Varig Logística S.A. The Company’s shareholders (other than Fundo de Investimento em Participações Asas, the Company’s principal shareholder) have the right to subscribe for 2,470,794 preferred shares (representing approximately 1.3% of the Company’s total shares outstanding). The Company voluntarily elected to register this rights offering with the Securities and Exchange Commission (SEC), in order to enable U.S. holders of its preferred shares and ADRs to participate in the rights offering.

 

On April 12, 2007, the Company increased the capital of GTI S.A. in the amount of R$138,264 (US$68,000), corresponding to 138,264,400 ordinary and preferred shares subscribed on October 26, 2004 at the price of R$ 1.00 per share, as part of the payment to VarigLog.

 

34


 

GOL LINHAS AÉREAS INTELIGENTES S.A.

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

APPENDIX I – CASH FLOW STATEMENTS

 

 

Parent Company

 

Consolidated

 

03.31.2007

 

03.31.2006

 

03.31.2007

 

03.31.2006

Net income for the period

91,578

 

160,678

 

91,578

 

160,678

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

-

 

-

 

19,593

 

12,395

Provision for doubtful accounts receivable

-

 

-

 

3,117

 

918

Deferred income taxes

(2,473)

 

(9,712)

 

(1,823)

 

(16,675)

Equity accounting

(75,471)

 

(144,488)

 

-

 

-

Capitalized interest

-

 

-

 

(4,617)

 

-

Variations in operating assets and liabilities:

 

 

 

 

 

 

 

Receivables

-

 

-

 

10,772

 

(15,183)

Inventories

-

 

-

 

(48,097)

 

2,644

Pre-delivery deposits

 

 

 

 

 

 

 

Prepaid expenses, taxes recoverable and other receivables

(9,660)

 

(1,706)

 

39,756

 

(12,324)

Suppliers

(185)

 

-

 

(18,028)

 

(3,268)

Air traffic liability

-

 

-

 

(91,384)

 

(32,258)

Taxes payable

(31,686)

 

988

 

(39,774)

 

24,208

Payroll and related charges

-

 

-

 

16,635

 

(11,843)

Provisions for contingencies

-

 

-

 

2,429

 

(4,581)

Dividends and interest on shareholder’s equity

29,576

 

(43,470)

 

29,576

 

(43,470)

Other liabilities

2,837

 

42,343

 

(25,351)

 

28,622

Net cash generated (used) in operating activities

4,516

 

4,633

 

(15,618)

 

89,863

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

Financial investments

127,115

 

49,810

 

26,579

 

13,456

Investments

(36,203)

 

(62,402)

 

53

 

137

Deposits for leasing contracts

-

 

-

 

6,824

 

828

Property, plant and equipment acquisition includes deposits

for aircraft acquisition

-

 

-

 

(164,022)

 

(101,498)

Net cash generated (used) in investment activities

90,912

 

(12,592)

 

(130,566)

 

(87,077)

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

Short term borrowings

-

 

-

 

493,933

 

50,443

Capital increase

215

 

1,739

 

215

 

1,739

Total comprehensive income, net of taxes

8,302

 

2,258

 

8,302

 

2,258

Dividends paid

(73,716)

 

-

 

(73,716)

 

-

Net cash generated (used) in financing activities

(65,199)

 

3,997

 

428,734

 

54,440

 

 

 

 

 

 

 

 

Net cash addition

30,229

 

(3,962)

 

282,550

 

57,226

Cash and cash equivalents at the beginning of the period

136,332

 

36,632

 

699,990

 

129,304

Cash and cash equivalents at the end of the period

166,561

 

32,670

 

982,540

 

186,530

Transactions not affecting cash

 

 

 

 

 

 

 

Additional information:

 

 

 

 

 

 

 

Interests paid

-

 

-

 

27,024

 

3,263

Income tax and social contribution paid for the period

-

 

-

 

28,630

 

76,809

 

 

35

 



 

GOL LINHAS AÉREAS INTELIGENTES S.A.

 

NOTES TO THE QUARTERLY INFORMATION (UNAUDITED) – Continued

Period of January 1 to March 31 2007 and 2006

(In thousands of reais)

 

APPENDIX II– VALUE ADDED STATEMENTS

 

 

Parent Company

 

Consolidated

 

03.31.2007

 

03.31.2006

 

03.31.2007

 

03.31.2006

 

 

 

 

 

 

 

 

REVENUES

 

 

 

 

 

 

 

Passenger, cargo and other transportation

revenues

-

 

-

 

1,080,516

 

896,849

Provision for doubtful accounts receivable

-

 

-

 

(13,483)

 

(5,808)

 

 

 

 

 

 

 

 

 

INPUT ACQUIRED FROM THIRD PARTIES (includes ICMS and IPI)

 

 

 

 

 

 

 

Fuel and lubricant suppliers

-

 

-

 

(361,298)

 

(254,306)

Material, energy, third-party services and other

(2,434)

 

(1,747)

 

(196,567)

 

(113,879)

Aircraft insurance

-

 

-

 

(10,408)

 

(6,358)

Sales and marketing

-

 

-

 

(76,555)

 

(99,330)

GROSS VALUE ADDED

(2,434)

 

(1,747)

 

422,205

 

417,168

 

 

 

 

 

 

 

 

 

RETENTIONS

 

 

 

 

 

 

 

Depreciation and amortization

-

 

-

 

(19,593)

 

(12,395)

 

 

 

 

 

 

 

 

NET VALUE ADDED GENERATED BY THE COMPANY

(2,434)

 

(1,747)

 

402,612

 

404,773

 

 

 

 

 

 

 

 

VALUE ADDED RECEIVED IN TRANSFER

 

 

 

 

 

 

 

Results of the Corporate Interest

75,471

 

144,488

 

-

 

-

Interest income (expense)”

(12,594)

 

(27,166)

 

27,924

 

(7,333)

TOTAL VALUE ADDED TO BE DISTRIBUTED

60,443

 

115,575

 

430,536

 

397,440

 

VALUE ADDED DISTRIBUTION

 

 

 

 

 

 

 

Employees

-

 

-

 

(131,652)

 

(79,457)

Government

(2,473)

 

9,712

 

(69,697)

 

(92,828)

Financing companies

-

 

-

 

(27,024)

 

(3,263)

Leasers

-

 

-

 

(144,193)

 

(96,605)

Shareholders

(73,716)

 

-

 

(73,716)

 

(43,470)

Reinvested

15,746

 

(125,287)

 

15,746

 

(81,817)

TOTAL DISTRIBUTED VALUE ADDED

(60,443)

 

(115,575)

 

(430,536)

 

(397,440)

 

 

36

 


 
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: April 19, 2007

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

 
Name:   Richard F. Lark, Jr.
Title:     Executive Vice President – Finance, Chief Financial Officer
 

 

FORWARD-LOOKING STATEMENTS

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