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United States securities and exchange commission logo
October 16, 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
Filed April 3, 2023
Form 8-K Filed
August 14, 2023
Response dated
October 4, 2023
File No. 001-36788
Dear Par Chadha:
We have reviewed your October 4, 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 September 6, 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 comment 1. Please quantify for us the amount for each of the
categories included in
this adjustment for the years provided. Please distinguish for us the
amounts that represent
optimization costs from amounts for restructuring costs. Please
further explain why
contract costs, productivity improvement initiatives in process
transformation and
customer transformation 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, please explain to us the
difference in
post-merger or acquisition integration costs included in this line item from
Par Chadha
Exela Technologies, Inc.
October 16, 2023
Page 2
transaction and integration costs included in the line item related to
endnote (2). Refer to
Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations.
2. We note your response to comment 2. Please reconcile for us the amount
of network
outage costs included in your adjustment to the amount disclosed on
page 82 for network
outage. Please tell us your consideration of reducing the costs
included in your
adjustment by the insurance recoveries for those costs. Refer to
Question 100.03 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations.
In addition,
for amounts related to relocation and all other costs, please tell us
how you determined
that these costs are not normal, recurring, cash operating expenses.
Refer to Question
100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations
Form 8-K Filed August 14, 2023
Exhibit 99.1, page 99
3. We note your response to comment 4. The most directly comparable
corresponding
GAAP measure to Contribution Margin is GAAP Gross Profit. Please
revise future filings
accordingly.
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
October 16, 2023 Page 2 Office of Trade
& Services
FirstName LastName