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United States securities and exchange commission logo
November 28, 2023
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
November 15, 2023
File No. 001-36788
Dear Par Chadha:
We have reviewed your November 15, 2023 response to our comment
letter and have the
following comments.
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 October 16,
2023 letter.
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 1. Please quantify for us the amounts that
represent process
improvement and/or strategic initiatives from the amounts that represent
integration costs from
actions such as the merger of software platforms included in what
you refer to as
"Optimization" in the response and the "Transaction and integration costs"
and "Contract costs"
line items in your reconciliation on page 52. Please further explain to
us the nature of the
amounts for the years presented addressing why these costs are
not critical to your
operations, revenue generating activities and business strategy and thus
represent normal,
recurring, cash operating expenses necessary to operate your
business. Also,
operating expenses that occurs repeatedly or occasionally, including at
irregular intervals,
are considered recurring. Refer to Question 100.01 of the Non-GAAP
Par Chadha
Exela Technologies, Inc.
November 28, 2023
Page 2
Financial Measures Compliance and Disclosure Interpretations. To the
extent you are
using Adjusted EBITDA as a liquidity measure in accordance with your
debt agreements,
please tell us your consideration of beginning your reconciliation
with cash flows from
operating activities and including the disclosures in Question 102.09
of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations where you
present this
measure.
2. We note your response to prior comment 2. Please explain in further
detail the nature of
the related "indirect costs."
3. We note your response to comment 2 in our letter dated September 6,
2023. Please explain
the nature of the costs included in the "Employee severance and
retention bonus" line
item. Address whether the costs relate to a formal restructuring plan
or acquisition. Please
explain the nature of the costs included in the "System establishment
and
integration/transition costs" line item. Please quantify for us the
amounts that
represent process improvement and/or strategic initiatives from the
amounts that represent
integration costs from actions such as the merger of software
platforms. For all the items
addressed in this comment, please further explain to us why these
costs are not critical to
your operations, revenue generating activities and business strategy
and thus represent
normal, recurring, cash operating expenses necessary to operate your
business. Refer to
Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations.
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.
FirstName LastNamePar Chadha Sincerely,
Comapany NameExela Technologies, Inc.
Division of
Corporation Finance
November 28, 2023 Page 2 Office of Trade
& Services
FirstName LastName