SEC Comment Letter 0000000000-24-002336 to VivoPower International PLC (VVPR) (CIK 0001681348) (VVPR)
VivoPower International PLC (VVPR) (CIK 0001681348)
Date: March 1, 2024 · CIK: 0001681348 · Accession: 0000000000-24-002336
AI Filing Summary & Sentiment
File numbers found in text: 001-37974
Letter
United States securities and exchange commission logo March 1, 2024 Kevin Chin Chief Executive Officer VivoPower International PLC The Scalpel, 18th Floor, 52 Lime Street London EC3M 7AF United Kingdom Re:VivoPower International PLC Form 20-F for the Fiscal Year ended June 30, 2023 Filed October 2, 2023 File No. 001-37974 Dear Kevin Chin: We have reviewed your February 21, 2024 amendment and response to our comment letter and have the following additional comment. 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 in our February 2, 2024 letter. Form 20-F/A for the Fiscal Year ended June 30, 2023 Operating and Financial Review and Prospectus A. Operating Results Overview Non-IFRS Financial Information, page 3 1.We note that you have added disclosures regarding your non-IFRS measures in response to prior comment one, including a reconciliation from loss for the period. However, you include adjustments on the line item “Restructuring and other non-recurring costs” for each period in calculating your measure of Adjusted EBITDA.
The guidance in Item 10(e)(1)(ii)(B) of Regulation S-K generally prohibits adjustments in calculating a non-GAAP performance measure that eliminate the effects of items that are
FirstName LastNameKevin Chin Comapany NameVivoPower International PLC March 1, 2024 Page 2 FirstName LastName Kevin Chin VivoPower International PLC March 1, 2024 Page 2 identified as non-recurring, infrequent or unusual, when the nature of the charge is such that it is reasonably likely to recur within two years or when there was a similar charge within the prior two years. Given your characterization of this adjustment as non- recurring and with there being similar adjustments in your calculations for each of your last three fiscal years, it appears that you will need to either eliminate these adjustments from your calculations of the non-GAAP measures, or convey an appropriate rationale for excluding the recurring charges to adhere to the guidance cited above.
Please refer to the guidance in the Answers to Questions 100.01 and 102.03 of our C&DI's on Non-GAAP Measures in formulating your response and submit the revisions that you propose to address these concerns. You may view this guidance at the following website address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm Please contact Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
March 1, 2024
Kevin Chin
Chief Executive Officer
VivoPower International PLC
The Scalpel, 18th Floor, 52 Lime Street
London EC3M 7AF
United Kingdom
Re:VivoPower International PLC
Form 20-F for the Fiscal Year ended June 30, 2023
Filed October 2, 2023
File No. 001-37974
Dear Kevin Chin:
We have reviewed your February 21, 2024 amendment and response to our comment
letter and have the following additional comment.
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 in our February 2, 2024
letter.
Form 20-F/A for the Fiscal Year ended June 30, 2023
Operating and Financial Review and Prospectus
A. Operating Results
Overview
Non-IFRS Financial Information, page 3
1.We note that you have added disclosures regarding your non-IFRS measures in response
to prior comment one, including a reconciliation from loss for the period. However, you
include adjustments on the line item “Restructuring and other non-recurring costs” for
each period in calculating your measure of Adjusted EBITDA.
The guidance in Item 10(e)(1)(ii)(B) of Regulation S-K generally prohibits adjustments in
calculating a non-GAAP performance measure that eliminate the effects of items that are
FirstName LastNameKevin Chin
Comapany NameVivoPower International PLC
March 1, 2024 Page 2
FirstName LastName
Kevin Chin
VivoPower International PLC
March 1, 2024
Page 2
identified as non-recurring, infrequent or unusual, when the nature of the charge is such
that it is reasonably likely to recur within two years or when there was a similar charge
within the prior two years. Given your characterization of this adjustment as non-
recurring and with there being similar adjustments in your calculations for each of your
last three fiscal years, it appears that you will need to either eliminate these adjustments
from your calculations of the non-GAAP measures, or convey an appropriate rationale for
excluding the recurring charges to adhere to the guidance cited above.
Please refer to the guidance in the Answers to Questions 100.01 and 102.03 of our C&DI's
on Non-GAAP Measures in formulating your response and submit the revisions that you
propose to address these concerns. You may view this guidance at the following website
address: https://www.sec.gov/corpfin/non-gaap-financial-measures.htm
Please contact Yong Kim at 202-551-3323 or Karl Hiller at 202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation