United States securities and exchange commission logo
September 15, 2021
Richard F. Lark, Jr.
Chief Financial Officer
Gol Intelligent Airlines Inc.
Pra a Comandante Linneu Gomes, S/N, Portaria 3
Jardim Aeroporto
04626-020 S o Paulo, S o Paulo
Federative Republic of Brazil
Re: Gol Intelligent
Airlines Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2020
Filed March 29,
2021
File No. 001-32221
Dear Mr. Lark, Jr. :
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2020
Item 3. Key Information
A. Selected Financial Data
Reconciliation and Calculation of Certain Non-GAAP Measures, page 6
1. Your calculation of
EBITDA appears to include adjustments to earnings for items other
than interest, taxes,
depreciation and amortization. Accordingly, please modify the title of
this measure or revise
this measure. Please refer to Question 103.01 of the
Division's Non-GAAP
Compliance and Disclosure Interpretations.
2. We note you have
excluded labor idleness costs related to the Boeing MAX disruption in
your calculation of
non-GAAP Adjusted EBITDA. We also note you have excluded
personnel costs and
flight equipment depreciation expense due to idleness in your
Richard F. Lark, Jr.
FirstName LastNameRichard
Gol Intelligent Airlines Inc. F. Lark, Jr.
Comapany 15,
September NameGol
2021 Intelligent Airlines Inc.
September
Page 2 15, 2021 Page 2
FirstName LastName
calculation of non-GAAP Adjusted Operating Income measure. Please
address the
following points:
Explain in detail the nature of these costs and why you believe
they should be
excluded in the respective non-GAAP measures, including how you
determined these
costs are incremental to normal operations. To the extent
personnel costs relate to
various categories of expenses, such as salaries or insurance,
please quantify the
amounts for each type of expense.
Tell us how you concluded that the personnel costs are not
normal, recurring, cash
operating expenses necessary to operate your business.
Explain why you believe that the elimination of depreciation
expense that does not
cease when the asset becomes idle does not substitute
individually tailored
recognition and measurement methods for those of GAAP.
Your response should address your consideration of Questions 100.01
and 100.04 of the
Division's Non-GAAP Compliance and Disclosure Interpretations and Rule
100(b) of
Regulation G. To the extent necessary, please revise the measures and
disclosures as
appropriate.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Income Taxes, page 57
3. Please expand your discussion to describe the underlying drivers for
material changes in
income taxes and effective tax rates on both a consolidated and
segment basis. Where
multiple drivers are responsible for the changes, please discuss and
quantify the effect for
each driver identified. Refer to Item 5 of Form 20-F, including the
related Instructions.
Results of Operations
B. Liquidity and Capital Resources
Cash Flows, page 59
4. Please revise your disclosure to provide a discussion and analysis of
cash flows from
operating activities to address and quantify material changes in
underlying drivers. Please
ensure to discuss reasons for material changes in operating assets and
liabilities. Refer to
Item 5 of Form 20-F, including the instructions, and section IV.B.1 of
SEC Release No.
33-8350.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
5. Please amend your filing to include an audit report from your auditor
that covers the
financial statements for the year ended December 31, 2018. Please also
provide the
auditor s consent for the audit report included in the amended
filing. See guidance in Item
8.A.3 of Form 20-F.
Richard F. Lark, Jr.
Gol Intelligent Airlines Inc.
September 15, 2021
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Myra Moosariparambil at (202) 551-3650 or Raj Rajan at
(202) 551-
3388 with any questions.
FirstName LastNameRichard F. Lark, Jr. Sincerely,
Comapany NameGol Intelligent Airlines Inc.
Division of
Corporation Finance
September 15, 2021 Page 3 Office of Energy &
Transportation
FirstName LastName