United States securities and exchange commission logo
August 25, 2022
Jonathan Baliff
Chief Financial Officer
Redwire Corporation
8226 Philips Highway, Suite 101
Jacksonville, Florida 32256
Re: Redwire Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed April 11,
2022
Form 8-K
Furnished August
10, 2022
File No. 001-39733
Dear Mr. Baliff:
We have limited our review of your filing 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
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Supplemental Non-GAAP Information, page 50
1. We note that you
present a Pro Forma Adjusted EBITDA measure which appears to
represent the
incremental results of a full period of operations assuming the entities
acquired during the
periods presented were acquired from January 1 of the year in which
they occurred. Please
explain to us how you calculated or determine the pro forma
impact, specifically
whether you considered pro forma adjustments made in accordance
with Article 11 of
Regulation S-X in your amounts.
Jonathan Baliff
Redwire Corporation
August 25, 2022
Page 2
Form 8-K furnished on August 10, 2022
Exhibit 99.1 Earnings Release, page 7
2. We note that your disclosure of Free Cash Flow presented in your
earnings release is
calculated as Adjusted EBITDA less capital expenditures and changes in
net working
capital. Please note that free cash flow is typically calculated as
cash flows from
operating activities as presented in the statement of cash flows under
GAAP, less capital
expenditures. In light of the significant differences between your
free cash flow measure
and that calculated as the typical free cash flow measure, please
explain to us why you
believe your measure is appropriately presented under Item 10(e) of
Regulation S-K. In
this regard, this measure should be reconciled to the most comparable
GAAP measure,
which appears to be cash flows from operating activities as presented
in the statement of
cash flows and should not be titled free cash flow, as the
measure differs significantly
from the typical free cash flow definition. See Question 102.06 and
102.07 of the Staff s
Compliance & Disclosure Interpretation on Non-GAAP Financial Measures,
updated
April 4, 2018. Also, please clearly explain to us how management uses
this measure and
why you believe it is useful to investors.
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 Beverly Singleton at (202) 551-3328 or Claire Erlanger at
(202) 551-
3301 with any questions.
FirstName LastNameJonathan Baliff Sincerely,
Comapany NameRedwire Corporation
Division of
Corporation Finance
August 25, 2022 Page 2 Office of
Manufacturing
FirstName LastName