United States securities and exchange commission logo
June 21, 2022
Mike Barajas
Chief Financial Officer
Via Renewables, Inc.
12140 Wickchester Ln
Suite 100
Houston, Texas 77079
Re: Via Renewables,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed March 3, 2022
Form 8-K Filed May
5, 2022
File No. 001-36559
Dear Mr. Barajas:
We have limited our review of your filings 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 10-K for the Year Ended December 31, 2021
Non-GAAP Performance Measures, page 48
1. We note you present
Retail Gross Margin as a non-GAAP measure and that you reconcile
this measure to
operating income at page 51. We also note similar presentation in your
Form 10-Q for the
quarter ended March 31, 2022 and Form 8-K filed May 5,
2022. Please revise to
reconcile your non-GAAP measure to the most directly
comparable GAAP
measure, fully loaded GAAP gross profit or tell us why you believe
operating income is the
most directly comparable GAAP measure. Refer to Item
10(e)(1)(i)(B) of
Regulation S-K.
Mike Barajas
FirstName LastNameMike Barajas
Via Renewables, Inc.
Comapany
June NameVia Renewables, Inc.
21, 2022
June 21,
Page 2 2022 Page 2
FirstName LastName
8-K Filed May 5, 2022
Exhibit 99.1, page 1
2. We note you present non-GAAP financial measure Retail Gross Margin on
the top of the
Key Highlights without the presentation of the most directly
comparable GAAP financial
measure, fully loaded GAAP gross profit. In addition, you present
non-GAAP measure
Adjusted EBITDA, preceding the comparable GAAP measure net income.
Please revise to
reconcile your non-GAAP measure Retail Gross Margin to the most
directly comparable
GAAP measure, fully loaded GAAP gross profit and revise your
disclosures to present,
with equal or greater prominence, the most directly comparable GAAP
financial measures
preceding the non-GAAP measures. Refer to Item 10(e)(1)(i)(A) of
Regulation S-K
and question 102.10 of the Compliance & Disclosure Interpretations
regarding Non-
GAAP Financial Measures.
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 Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388
with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Clinton H. Smith