TEXT-EXTRACT 2 filename2.txt 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