SEC Comment Letter 0000000000-24-002196 to Exela Technologies, Inc. (XELA, XELAP) (CIK 0001620179)
Exela Technologies, Inc. (XELA, XELAP) (CIK 0001620179)
Date: Feb. 27, 2024 · CIK: 0001620179 · Accession: 0000000000-24-002196
AI Filing Summary & Sentiment
File numbers found in text: 001-36788
Referenced dates: September 6, 2023
Letter
United States securities and exchange commission logo February 27, 2024 Par Chadha Executive Chairman Exela Technologies, Inc. 2701 E. Grauwyler Rd. Irving, TX 75061 Re:Exela Technologies, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Response dated February 22, 2023 File No. 001-36788 Dear Par Chadha: We have reviewed your February 22, 2024 response to our comment letter and have the following comment(s). Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments issued orally on January 16, 2024. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Note Regarding Non-GAAP Financial Measures, page 51 1.We note your response to prior comment 2 and detail of the "Other charges including non- cash" line item of your non-GAAP reconciliation included in your response to comment 2 in our letter dated September 6, 2023. On our February 20, 2024 call, we believe you mentioned restructuring costs would be eliminated from your calculation of Adjusted EBITDA since there was not a formal restructuring plan in the past. As such, we assumed that you would eliminate your "Employee severance and retention bonus" costs included within the "Other charges including non-cash" line item of your non-GAAP reconciliation. Please clarify for us if you plan to remove these costs from your future presentations of the non-GAAP measure or explain to us why these costs do not represent normal, recurring, cash operating expenses necessary to operate your business. Further,
FirstName LastNamePar Chadha Comapany NameExela Technologies, Inc. February 27, 2024 Page 2 FirstName LastName Par Chadha Exela Technologies, Inc. February 27, 2024 Page 2 please explain in detail the nature of the "Dark facility and facility consolidation costs" and "Relocation and all other costs" line items included within the "Other charges including non-cash" line item of your non-GAAP reconciliation. Please clarify for us if you plan to remove these costs from your future presentations of the non-GAAP measure or explain to us why these costs do not represent normal, recurring, cash operating expenses necessary to operate your business. Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
February 27, 2024
Par Chadha
Executive Chairman
Exela Technologies, Inc.
2701 E. Grauwyler Rd.
Irving, TX 75061
Re:Exela Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Response dated February 22, 2023
File No. 001-36788
Dear Par Chadha:
We have reviewed your February 22, 2024 response to our comment letter and have the
following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments issued orally on January
16, 2024.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Note Regarding Non-GAAP Financial Measures, page 51
1.We note your response to prior comment 2 and detail of the "Other charges including non-
cash" line item of your non-GAAP reconciliation included in your response to comment 2
in our letter dated September 6, 2023. On our February 20, 2024 call, we believe you
mentioned restructuring costs would be eliminated from your calculation of Adjusted
EBITDA since there was not a formal restructuring plan in the past. As such, we assumed
that you would eliminate your "Employee severance and retention bonus" costs included
within the "Other charges including non-cash" line item of your non-GAAP
reconciliation. Please clarify for us if you plan to remove these costs from your future
presentations of the non-GAAP measure or explain to us why these costs do not represent
normal, recurring, cash operating expenses necessary to operate your business. Further,
FirstName LastNamePar Chadha
Comapany NameExela Technologies, Inc.
February 27, 2024 Page 2
FirstName LastName
Par Chadha
Exela Technologies, Inc.
February 27, 2024
Page 2
please explain in detail the nature of the "Dark facility and facility consolidation costs"
and "Relocation and all other costs" line items included within the "Other charges
including non-cash" line item of your non-GAAP reconciliation. Please clarify for us if
you plan to remove these costs from your future presentations of the non-GAAP measure
or explain to us why these costs do not represent normal, recurring, cash operating
expenses necessary to operate your business.
Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services