UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 10, 2018

 

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36788

 

47-1347291

(State or other jurisdiction of
incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

2701 E. Grauwyler Rd.
Irving, TX

 

75061

(Address of principal executive offices)

 

(Zip Code)

 

Company’s telephone number, including area code: (214) 740-6500

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

o

Emerging growth company

 

o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 



 

Item 2.02                                           Results of Operation and Financial Condition.

 

On May 10, 2018 Exela Technologies, Inc. (the “Company”) issued a press release announcing its pro forma financial results for the quarter ended March 31, 2018. A copy of the press release is furnished herewith as Exhibit 99.1.

 

The information in this Current Report on Form 8-K (this “Report”) furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01                                           Regulation FD Disclosure.

 

Attached as Exhibit 99.2 to this Report and incorporated into this Item 7.01 by reference is the investor presentation dated May 10, 2018 that will be used by the Company in making presentations to certain existing and potential stockholders of the Company.

 

The foregoing (including Exhibit 99.2) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

2



 

Item 8.01                                           Other Events.

 

Item 7.01 is incorporated herein by reference.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d)                                 Exhibits

 

Exhibit Number

 

Exhibit Description

 

 

 

99.1*

 

Press Release dated May 10, 2018

99.2*

 

Investor Presentation, dated May 10, 2018

 


* Furnished herewith

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 10, 2018

 

 

EXELA TECHNOLOGIES, INC.

 

 

 

 

By:

/s/ James G. Reynolds

 

 

Name: James G. Reynolds

 

 

Title: Chief Financial Officer

 

4


Exhibit 99.1

 

 

 

 

Contact: Jim Mathias

E: ir@exelatech.com

W: investors.exelatech.com

T: +1 972-821-5808

 

Exela Technologies, Inc. Reports First Quarter 2018 Results; Pro forma Revenue growth of 8.7%; Net Loss of $24 million; Pro forma Adjusted EBITDA Growth of 10.9%; Increases 2018 Revenue and Adjusted EBITDA Guidance

 

First Quarter 2018 Highlights:

 

·                  Revenue of $393.2 million, representing pro forma year-over-year growth of 8.7%

·                  Net loss of $24.0 million, a year-over-year improvement from a pro forma net loss of $25.4 million

·                  Adjusted EBITDA of $69.6 million, representing pro forma year-over-year growth of 10.9%

·                  Adjusted EBITDA margin of 17.7%, representing pro forma year-over year improvement of 40 basis points

·                  Achieved $14.8 million of savings during the first quarter of 2018 and reiterate anticipated savings of $40 million to $45 million during 2018

·                  Operating Income of $14.7 million, flat on a year-over-year basis

·                  EBITDA of $56.1 million, an increase of 30% year-over-year

·                  Previously announced share buyback program remains in effect and as of the date of this release, total shares purchased equal 186,205

·                  Increases 2018 revenue and adjusted EBITDA guidance

 

Irving, TX— May 10, 2018 — Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA), one of the largest global providers of platforms for Business Process Automation (“BPA”), announced today its financial results for the first quarter ended March 31, 2018.

 

“We are beginning to see the benefits provided through the successful execution of our strategy. I am pleased to report our first quarter results, highlighted by pro forma revenue growth of 8.7% and pro forma adjusted EBITDA growth of 10.9%. Based on our strong first quarter results, we are increasing our outlook for both revenue and adjusted EBITDA,” said Ronald Cogburn, Chief Executive Officer.

 

Cogburn continued, “The mission to extend Exela’s global leadership position in business process automation continues. We have significant white space opportunity to harvest, and we are expanding our customer engagements. For example, we are opening Exela innovation centers in key Exela markets. At these centers, we showcase our full suite of solutions and collaborate with our customers to solve problems and launch new services.  Early signs are positive, with over 24 pilot programs at work to share the breadth and depth of Exela solutions with our customers. We continue to invest in people and technology to further build upon increased customer awareness.”

 

Financial information contained in this press release is presented pro forma for the business combination of Quinpario Acquisition Corp. 2, SourceHOV Holdings, Inc. (“SourceHOV”) and Novitex Holdings, Inc. (“Novitex”), which closed on July 12, 2017. The primary pro forma adjustment is to include the results of Novitex for the period January 1, 2017 to July 12, 2017. For more information, please refer to the reconciliation of reported to pro forma financial results contained in the Schedules of this release.

 

1



 

First Quarter Ended March 31, 2018 Financial Highlights

(Note: all Q1 2017 numbers, unless otherwise stated, are presented on a pro forma basis.)

 

·                  Revenue: Revenue of $393.1 million, an increase of 8.7% from $361.9 million in the first quarter of 2017, and an increase of 1.8% from $386.3 million in the fourth quarter of 2017. Please refer to the pro forma revenue reconciliation contained in this press release for the first quarter of 2017. ITPS revenue was $311.9 million, an increase of 11.6% year-over-year, driven primarily by increased volumes and expansion of services within existing customers. HS revenue was in-line with expectations at $58.6 million, a slight decrease of 0.8%. LLPS revenue was in-line with expectations at $22.6 million, a decline of 3.4%.

 

·                  6 customers over $25 million in annual revenue and approximately 200 customers with more than $1 million annual revenue.

 

·                  Revenue per full-time employee increased sequentially to $69 thousand from $66 thousand.

 

·                  Total contract value won as of March 31, 2018, on a trailing-twelve-month basis, totaled $1.525 billion

 

·                  Renewal rate on strategic accounts greater than 95%.

 

·                  Net Loss for the first quarter of 2018 totaled $24.0 million, an improvement when compared to a pro forma net loss of $25.4 million in the first quarter of 2017.

 

·                  Adjusted EBITDA: Adjusted EBITDA was $69.6 million, an increase of 10.9% when compared to pro forma Adjusted EBITDA of $62.7 million in the first quarter of 2017. The increase in first quarter 2018 Adjusted EBITDA was primarily driven by revenue growth and the impact of the Company’s cost savings initiatives, partially offset by ramp-up costs associated with new ITPS client contracts, investments in the Company’s revenue growth initiatives, and higher public company costs.

 

·                  Adjusted EBITDA Margin: Adjusted EBITDA margin was 17.7%, representing an improvement of 40 basis points when compared to an Adjusted EBITDA margin of 17.3% in the first quarter of 2017. The improvement in Adjusted EBITDA margin was primarily driven by revenue growth and the impact of the Company’s cost savings initiatives, partially offset by ramp-up costs associated with new ITPS client contracts, investments in the Company’s revenue growth initiatives, and higher public company costs.

 

·                  Capital Expenditures: 2.2% of Q1 2018 revenue compared to 3.1% in Q1 2017.

 

·                  Share buyback: As of the date of this release, total shares repurchased under the Company’s share buyback program totaled 186,205. Company anticipates continuing to be opportunistic in purchasing of shares under the current buyback program; particularly given the Company’s view that shares are undervalued at current levels.

 

Balance Sheet and Liquidity

 

·                  Balance Sheet and Liquidity: At March 31, 2018, Exela’s total liquidity was $117 million, measured as $26.9 million of cash and cash equivalents, $10.4 million of restricted cash with no legal restriction, and $79.4 million of available revolving credit facility ($100 million of revolving credit facility less $20.6 million of letters of credit).  Total net debt was $1.368 billion (measured as total consolidated

 

2



 

debt of $1.406 billion less cash balances not legally restricted of $37.3 million). During the first quarter, the Company made a cumulative $26.5 million investment in initiatives intended to drive growth including: business optimization expenses and working capital growth. Investments in the aforementioned growth initiatives resulted in a sequential decline in liquidity.

 

Outlook

2018

 

·                  Company increases 2018 guidance for revenue and adjusted EBITDA.

·                  Revenue range increased to $1.55 billion to $1.58 billion from $1.51 billion to $1.54 billion previously. Increased range drives pro forma growth of 6.5% to 8.5%, up from pro forma growth of 4% to 6% previously.

·                  Adjusted EBITDA range increased to $295 million to $310 million from $290 million to $310 million previously. Increased range drives pro forma year-over-year growth of 20% to 26%; and expansion of adjusted EBITDA margins in the range of 220 basis points to 320 basis points.

·                  Further Adjusted EBITDA guidance — in the range of $330 million to $355 million or a margin of 21% to 22%.

·                  Guidance includes delivering $40 million to $45 million in savings during 2018 with remaining to be achieved beyond 2018.

 

Long-term

 

·                  Revenue growth in the range of 3% to 4%

·                  Adjusted EBITDA margin guidance in the range of 22% to 23%

·                  Adjusted Free Cash Flow conversion in the range of 87% to 89%

 

Guidance is based on constant-currency.

 

Note on Outlook: The company has not forecasted net income/(loss) on a forward-looking basis due to the high variability and difficulty in predicting certain items that affect GAAP net income/(loss) including, income tax expense, stock-based compensation expense. Adjusted EBITDA should not be used to predict net income/(loss) as the difference between the two measures is variable.

 

The above outlook is based on first quarter 2018 results. Reconciliations are available in the attached tables.

 

Earnings Conference Call and Audio Webcast

 

Exela will host a conference call to discuss its first quarter 2018 financial results today at 5:00 p.m. EDT.  To access this call, dial 800-860-2442 or +412-858-4600.  A replay of this conference call will be available through May 17, 2018 at 877-344-7529 or +412-317-0088 (international).  The replay passcode is 10119270.  A live webcast of this conference call will be available on the “Investors” page of the Company’s website (www.exelatech.com). A supplemental slide presentation that accompanies this call and webcast can be found on the investor relations website (http://investors.exelatech.com/) and will remain available after the call.  Exela has also posted additional historical financial information regarding SourceHOV Holdings, Inc. and Novitex Holdings, Inc. on a combined basis to its investor relations website, (http://investors.exelatech.com).

 

About Exela

 

Embracing complexity. Delivering simplicity.SM Exela is a global business process automation leader combining industry-specific and industry-agnostic enterprise software and solutions with decades of experience. Our BPA suite of solutions are deployed across banking, healthcare, insurance and other industries to support mission-critical environments. Exela is a leader in workflow automation, attended and unattended cognitive automation, digital mailrooms, print communications, and payment processing with deployments across the globe.

 

3



 

Exela partners with customers to improve user experience and quality through operational efficiency. Exela serves over 3,500 customers across more than 50 countries, through a secure, cloud-enabled global delivery model. We are 22,000 employees strong at nearly 1,100 onsite customer facilities and more than 150 delivery centers located throughout the Americas, Europe and Asia. Our customer list includes 60% of the Fortune® 100, along with many of the world’s largest retail chains, banks, law firms, healthcare insurance payers and providers and telecom companies. Find out more at www.exelatech.com

 

About Non-GAAP Financial Measures: This earnings release presents certain non-GAAP financial measures including EBITDA, Adjusted EBITDA, Further Adjusted EBITDA, Further Adjusted Free Cash Flow, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance, results of operations and liquidity. We believe these non-GAAP measures allow investors to better understand the trends in our business and to better understand and compare our results. Our board of directors and management use EBITDA, Adjusted EBITDA, Further Adjusted EBITDA, and Further Adjusted Free Cash Flow to assess our financial performance, because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of debt and interest expense, as well as transaction costs resulting from the business combination and other such capital markets based activities. Adjusted EBITDA and Further Adjusted EBITDA also seek to remove the effects of integration and related costs to achieve the savings, any expected reduction in operating expenses due to the business combination, asset base (such as depreciation and amortization) and other similar non-routine items outside the control of our management team.  The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP. Net loss is the GAAP measure most directly comparable our non-GAAP measures. For reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules to this release. Optimization & restructuring expenses and merger adjustments are primarily related to the implementation of strategic actions and initiatives related to the business combination completed on July 12, 2017. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance.

 

Forward-Looking Statements: Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation  Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our  industry, future events, the estimated or anticipated future results and benefits of the recently consummated transaction between Exela Technologies, Inc., SourceHOV Holdings, Inc., and  Novitex Holdings, Inc. (including the related transactions, the “Business Combination”), future opportunities for the combined company, and other statements that are not historical  facts. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are

 

4



 

subject to a number of risks and uncertainties regarding Exela’s businesses, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Exela operates and general financial, economic, regulatory and political conditions affecting the industries in which Exela operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay or difficulty in integrating the businesses of SourceHOV and Novitex or the inability to realize the expected amount and timing of cost savings and operating synergies of the Business Combination; and those factors discussed under the heading “Risk Factors” in Exela’s 10K dated March 16, 2018 filed with the Securities and Exchange Commission (“SEC”). In addition, forward-looking statements provide Exela’s expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela’s assessments to change. These forward-looking statements should not be relied upon as representing Exela’s assessments as of any date subsequent to the date of this presentation.

 

5



 

Exela Technologies

Condensed Consolidated Balance Sheet (Unaudited)

 

 

 

March 31,

 

December 31,

 

 

 

2018

 

2017

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

26,882

 

$

39,000

 

Restricted cash

 

12,549

 

42,489

 

Accounts receivable, net of allowance for doubtful accounts of $4,077 and $3,725, respectively

 

238,680

 

229,704

 

Inventories, net

 

13,519

 

11,922

 

Prepaid expenses and other current assets

 

27,456

 

24,596

 

Current deferred tax asset

 

64

 

 

Total current assets

 

319,150

 

347,711

 

Property, plant and equipment, net

 

132,870

 

132,908

 

Goodwill

 

747,325

 

747,325

 

Intangible assets, net

 

438,929

 

464,984

 

Deferred income tax assets

 

9,171

 

9,019

 

Other noncurrent assets

 

18,490

 

12,891

 

Total assets

 

$

1,665,935

 

$

1,714,838

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

77,194

 

$

81,263

 

Related party payables

 

14,172

 

14,445

 

Income tax payable

 

6,967

 

3,612

 

Accrued liabilities

 

31,805

 

49,383

 

Accrued compensation and benefits

 

49,738

 

46,925

 

Accrued Interest

 

23,795

 

55,102

 

Customer deposits

 

36,542

 

31,656

 

Deferred revenue

 

15,933

 

12,709

 

Obligation for claim payment

 

56,554

 

42,489

 

Current portion of capital lease obligations

 

14,785

 

15,611

 

Current portion of long-term debt

 

21,170

 

20,565

 

Total current liabilities

 

348,655

 

373,760

 

Long-term debt, net of current maturities

 

1,277,029

 

1,276,094

 

Capital lease obligations, net of current maturities

 

26,474

 

25,958

 

Pension liability

 

26,081

 

25,496

 

Deferred income tax liabilities

 

5,478

 

5,362

 

Long-term income tax liability

 

3,470

 

3,470

 

Other long-term liabilities

 

13,879

 

14,704

 

Total liabilities

 

1,701,066

 

1,724,844

 

Commitements and Contingencies (Note 9)

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 152,565,218 shares issued and 152,515,918 outstanding at March 31, 2018 and 150,578,451 shares issued and 150,529,151 outstanding at December 31, 2017

 

15

 

15

 

Preferred stock, par value of $0.0001 per shares; 20,000,000 shares authorized; 4,569,233 shares issued and outstanding at March 31, 2018 and 6,194,233 shares issued and outstanding at December 31, 2017

 

1

 

1

 

Additional paid in capital

 

482,018

 

482,018

 

Less:common stock held in treasury, at cost; 49,300 shares at March 31, 2018 and 49,300 shares at December 31, 2017

 

(249

)

(249

)

Equity based compensation

 

35,044

 

34,085

 

Accumulated deficit

 

(540,041

)

(514,628

)

Accumulated other comprehensive loss:

 

 

 

 

 

Foreign currency translation adjustment

 

(462

)

(194

)

Unrealized pension actuarial losses, net of tax

 

(11,457

)

(11,054

)

Total accumulated other comprehensive loss

 

(11,919

)

(11,248

)

Total stockholders’ deficit

 

(35,131

)

(10,006

)

Total liabilities and stockholders’ deficit

 

$

1,665,935

 

$

1,714,838

 

 

6



 

Exela Technologies

Condensed Consolidated Statements of Income (Loss) (Unaudited)

 

 

 

Three Months ended March 31,

 

 

 

2018

 

2017

 

Revenue

 

$

393,167

 

$

218,260

 

Cost of revenue (exclusive of depreciation and amortization)

 

293,792

 

143,708

 

Selling, general and administrative expenses

 

45,595

 

35,581

 

Depreciation and amortization

 

38,019

 

21,320

 

Related party expense

 

1,105

 

2,385

 

Operating income (loss)

 

14,656

 

15,266

 

Other expense (income), net:

 

 

 

 

 

Interest expense, net

 

38,017

 

26,219

 

Sundry expense (income), net

 

(64

)

2,724

 

Other income, net

 

(3,328

)

 

Net loss before income taxes

 

(19,969

)

(13,677

)

Income tax (expense) benefit

 

(4,025

)

(2,004

)

Net loss

 

(23,994

)

(15,681

)

Cumulative dividends for Series A Preferred Stock

 

(914

)

 

Net loss attributable to common stockholders

 

$

(24,908

)

$

(15,681

)

Net loss per share - basic and diluted

 

(1.64

)

(2.45

)

 

7



 

Exela Technologies

Condensed Consolidated Statements of Cash Flows (Unaudited)

 

 

 

Three Months ended March 31,

 

 

 

2018

 

2017

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(23,994

)

$

(15,681

)

Adjustments to reconcile net loss

 

 

 

 

 

Depreciation and amortization

 

38,019

 

21,320

 

Original issue discount and debt issuance cost amortization

 

2,595

 

3,474

 

Provision (recovery) for doubtful accounts

 

481

 

79

 

Deferred income tax benefit

 

835

 

627

 

Share-based compensation expense

 

959

 

310

 

Foreign currency remeasurement

 

(323

)

687

 

Gain on sale of Meridian

 

 

(251

)

Loss on sale of property, plant and equipment

 

253

 

272

 

Fair value adjustment for interest rate swap

 

(3,328

)

 

Change in operating assets and liabilities, net of effect from acquisitions

 

 

 

 

 

Accounts receivable

 

(10,876

)

(1,086

)

Prepaid expenses and other assets

 

(5,567

)

(3,720

)

Accounts payable and accrued liabilities

 

(18,864

)

1,928

 

Related party payables

 

(273

)

(3,690

)

Net cash provided by (used in) operating activities

 

(20,083

)

4,269

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(5,957

)

(2,045

)

Additions to internally developed software

 

(1,092

)

(2,528

)

Additions to outsourcing contract costs

 

(1,596

)

(3,989

)

Proceeds from sale of Meridian

 

 

4,381

 

Proceeds from sale of property, plant, and equipment

 

2

 

 

Net cash used in investing activities

 

(8,643

)

(4,181

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Change in bank overdraft

 

 

(210

)

Proceeds from financing obligations

 

1,863

 

3,008

 

Contribution from shareholders

 

 

20,538

 

Cash paid for equity issue costs

 

(7,500

)

 

Borrowings from revolver and swing-line loan

 

25,000

 

38,500

 

Repayments from revolver and swing line loan

 

(25,000

)

(38,500

)

Principal payments on long-term obligations

 

(7,750

)

(15,786

)

Net cash provided by (used in) financing activities

 

(13,387

)

7,550

 

Effect of exchange rates on cash

 

55

 

(44

)

Net increase (decrease) in cash and cash equivalents

 

(42,058

)

7,594

 

Cash and cash equivalents

 

 

 

 

 

Beginning of period

 

81,489

 

34,253

 

End of period

 

$

39,431

 

$

41,847

 

 

 

 

 

 

 

Supplemental cash flow data:

 

 

 

 

 

Income tax payments, net of refunds received

 

$

1,053

 

$

(12

)

Interest paid

 

66,192

 

30,844

 

Noncash investing and financing activities:

 

 

 

 

 

Assets acquired through capital lease arrangements

 

4,432

 

68

 

Accrued capital expenditures

 

1,101

 

98

 

 

8



 

Exela Technologies

Schedule 1: Pro Forma First Quarter 2017 vs. First Quarter 2018 Financial Performance

 

($ in millions)

 

Q1 2018

 

Pro forma
Q1 2017

 

% Change

 

Revenue

 

 

 

 

 

 

 

Information and Transaction Processing Solutions

 

$

311.9

 

$

279.4

 

11.6

%

Healthcare Solutions

 

58.6

 

59.1

 

-0.8

%

Legal and Loss Prevention Services

 

22.6

 

23.4

 

-3.4

%

Total Revenue

 

$

393.2

 

$

361.9

 

8.7

%

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of depreciation and amortization)

 

293.8

 

261.9

 

 

 

Selling, general and administrative expenses (Including related party)

 

46.7

 

54.3

 

 

 

Depreciation and amortization

 

38.0

 

31.0

 

 

 

Impairment of goodwill and other intangible assets

 

0.0

 

0.0

 

 

 

Operating income (loss)

 

14.7

 

14.7

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

38.0

 

38.3

 

 

 

Loss / (Gain) on extinguishment of debt

 

0.0

 

0.0

 

 

 

Sundry expense (income) & Other income, net

 

(3.4

)

2.7

 

 

 

Net loss before income taxes

 

(20.0

)

(26.4

)

 

 

Income tax expense / (benefit)

 

4.0

 

(1.0

)

 

 

Net loss

 

(24.0

)

(25.4

)

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

38.0

 

31.0

 

 

 

Interest expense, net

 

38.0

 

38.3

 

 

 

Income tax expense / (benefit)

 

4.0

 

(1.0

)

 

 

EBITDA

 

56.1

 

43.0

 

 

 

Transaction related costs

 

1.1

 

10.0

 

 

 

Optimization and restructuring expenses

 

14.5

 

5.9

 

 

 

Non-cash charges / (gains), oversight & management fees

 

(2.1

)

3.8

 

 

 

Adjusted EBITDA

 

$

69.6

 

$

62.7

 

10.9

%

 

 

17.7

%

17.3

%

 

 

 

Exela Technologies

Schedule 2: Adjusted EBITDA Reconciliation — Pro Forma First Quarter 2017

 

 

 

Q1 2017(1)

 

($ in millions)

 

As Reported

 

Novitex

 

Pro Forma

 

Net loss

 

$

(15.7

)

$

(9.7

)

$

(25.4

)

Taxes

 

2.0

 

(3.0

)

(1.0

)

Interest expense

 

26.2

 

12.1

 

38.3

 

Depreciation and amortization

 

21.3

 

9.7

 

31.0

 

EBITDA

 

$

33.9

 

$

9.1

 

$

43.0

 

Optimization and restructuring expenses

 

4.3

 

1.5

 

5.9

 

Transaction related costs

 

5.1

 

4.9

 

10.0

 

Non-cash charges

 

0.1

 

 

0.1

 

New contract setup

 

 

1.1

 

1.1

 

Oversight and management Fees

 

2.1

 

0.5

 

2.6

 

Adjusted EBITDA

 

$

45.5

 

$

17.3

 

$

62.7

 

 


(1)         Net loss for the period is presented on the basis of the previous debt structure at the respective standalone companies. As of July 12th, 2017 the existing debt structures at respective Exela entities have been replaced with a new capital structure consisting of $350 million Term Loan and $1.0 Billion Senior Secured Notes.

 

9



 

Exela Technologies

Schedule 3: Adjusted EBITDA Reconciliation — Fourth Quarter 2017 vs. First Quarter 2018

 

 

 

As Reported

 

($ in millions)

 

Q1 2018

 

Q4 2017

 

 

 

 

 

 

 

Net loss

 

$

(24.0

)

$

(58.7

)

Taxes

 

4.0

 

(27.3

)

Interest expense

 

38.0

 

36.7

 

Depreciation and amortization

 

38.0

 

28.1

 

EBITDA

 

$

56.1

 

$

(21.1

)

Impairment of goodwill and other intangible assets

 

 

69.4

 

Optimization and restructuring expenses

 

14.5

 

11.0

 

Transaction related costs

 

1.1

 

2.4

 

Non-cash charges

 

1.3

 

2.3

 

(Gain) / loss on derivative instruments

 

(3.3

)

(1.3

)

Adjusted EBITDA

 

$

69.6

 

$

62.7

 

 

Exela Technologies

Schedule 4: SG&A (Including Related Party) — Pro Forma First Quarter 2017, Fourth Quarter 2017 and First Quarter 2018

 

 

 

As Reported

 

Q1 2017

 

($ in millions)

 

Q1 2018

 

Q4 2017

 

Pro Forma

 

As Reported

 

Novitex

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

45.6

 

48.3

 

51.6

 

35.6

 

16.0

 

Related party expense

 

1.1

 

1.7

 

2.7

 

2.4

 

0.3

 

Total

 

$

46.7

 

$

50.0

 

$

54.3

 

$

38.0

 

$

16.3

 

 

10



 

Exela Technologies

Schedule 5: Pro Forma Reconciliation — First Quarter 2017

 

 

 

Q1 2017(1)

 

($ in millions)

 

As Reported

 

Novitex

 

Pro Forma

 

Revenue

 

$

218.3

 

$

143.6

 

$

361.9

 

Cost of revenue (exclusive of depreciation and amortization)

 

143.7

 

118.2

 

261.9

 

Selling, general and administrative expenses (Including related party)

 

38.0

 

16.3

 

54.3

 

Depreciation and amortization

 

21.3

 

9.7

 

31.0

 

Operating income (loss)

 

15.3

 

(0.6

)

14.7

 

 

 

 

 

 

 

 

 

Interest expense, net

 

26.2

 

12.1

 

38.3

 

Sundry expense (income) & other income, net

 

2.7

 

 

2.7

 

Net loss before income taxes

 

(13.7

)

(12.7

)

(26.4

)

Income tax (benefit) expense

 

2.0

 

(3.0

)

(1.0

)

Net loss

 

$

(15.7

)

$

(9.7

)

$

(25.4

)

 


(1)         Net loss for the period is presented on the basis of the previous debt structure at the respective standalone companies. As of July 12th, 2017 the existing debt structures at respective Exela entities have been replaced with a new capital structure consisting of $350 million Term Loan and $1.0 Billion Senior Secured Notes.

 

Exela Technologies

Schedule 6: Pro forma capital expenditures — First Quarter 2017

 

 

 

Q1 2017

 

($ in millions)

 

Acquirer

 

Novitex

 

Pro Forma

 

 

 

 

 

 

 

 

 

Capital expenditures

 

8.6

 

2.5

 

11.1

 

 

Exela Technologies

Schedule 7: Further Adjusted EBITDA Calculation Pro Forma 2017

 

 

 

Pro Forma

 

($ in millions)

 

FY 2017

 

Net Loss

 

$

(242.4

)

Taxes

 

(67.2

)

Interest expense

 

153.4

 

Depreciation and amortization

 

119.5

 

Impairment of goodwill and other intangible assets

 

69.4

 

(Gain) / loss on extinguishment of debt

 

53.0

 

Optimization and restructuring expenses

 

47.9

 

Transaction related costs

 

99.0

 

Non-cash charges

 

6.7

 

New contract setup

 

2.0

 

Oversight and management Fees

 

5.1

 

(Gain) / loss on derivative instruments

 

(1.3

)

Gain / (loss) on currency exchange

 

2.4

 

Combined merger adjustments

 

99.2

 

Further Adjusted EBITDA

 

$

346.8

 

 

11


Exhibit 99.2

Q1 2018 EARNINGS PRESENTATION May 10, 2018 NASDAQ: XELA

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Disclaimer Forward Looking Statements Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, the estimated or anticipated future results and benefits of the recently consummated transaction between Exela Technologies, Inc., SourceHOV Holdings, Inc., and Novitex Holdings, Inc. (including the related transactions, the “Business Combination”), future opportunities for the combined company, and other statements that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding Exela’s businesses, and actual results may differ materially. These risks and uncertainties include, but are not limited to, changes in the business environment in which Exela operates and general financial, economic, regulatory and political conditions affecting the industries in which Exela operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay or difficulty in integrating the businesses of SourceHOV and Novitex or the inability to realize the expected amount and timing of cost savings and operating synergies of the Business Combination; and those factors discussed under the heading “Risk Factors” in Exela’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 16, 2018. In addition, forward-looking statements provide Exela’s expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela’s assessments to change. These forward-looking statements should not be relied upon as representing Exela’s assessments as of any date subsequent to the date of this presentation. Pro Forma Financial Information This presentation includes unaudited pro forma financial information for the three and twelve month periods ending December 31, 2016 and 2017, as if the Business Combination had been consummated on January 1, 2016, based on certain estimates and assumptions that Exela management deems to be reasonable. This pro forma financial information may be revised as additional information becomes available. Therefore, it is possible that the actual adjustments will differ from the pro forma adjustments and it is possible that the difference may be material. The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the date indicated, nor are they indicative of the future consolidated results of operations of Exela. Non-GAAP Financial Measure and Related Information This presentation includes EBITDA, Further Adjusted EBITDA, and Further Adjusted Free Cash Flow – each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Exela believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Exela’s financial condition and results of operations. Exela does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Exela’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP measures should not be considered in isolation of, or as an alternative to, GAAP financial measures. For reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the Appendix to this presentation. Optimization & restructuring expenses and merger adjustments are primarily related to the implementation of strategic actions and initiatives related to the business combination completed on July 12th 2017. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance. Combined Financial Information This presentation includes quarterly, unaudited historical financial information for each of the four calendar quarters of 2016 and the first three calendar quarters of 2017 for Novitex and SourceHOV on a combined basis. This combined quarterly unaudited historical financial information does not include Quinpario Acquisition Corp. 2 as it was a special purpose acquisition company. Interest (impacting Net loss), Debt and addbacks to EBITDA are based on credit agreements in place before the Business Combination. No adjustment has been made to restate or reflect Exela's new capital structure. This combined quarterly unaudited historical financial information is not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on January 1, 2016, nor are they indicative of the future consolidated financial condition, results of operations or cash flows of Exela.

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Embracing complexity. Delivering simplicity. Exela Technologies, Inc. is a global business process automation leader combining industry-specific and industry-agnostic enterprise software and solutions with decades of experience. Our BPA suite of solutions are deployed in banking, healthcare, insurance and other industries to support mission critical environments. Exela is a leader in work flow automation, attended and un-attended cognitive automation, digital mail rooms, print communications, and payment processing with deployments across the globe. SM

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Ron Cogburn Chief Executive Officer Q1 2018 Earnings presentation

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Exela at a glance GENERATING >$25 MILLION IN ANNUAL REVENUE The company has not forecasted net income/(loss) on a forward-looking basis due to the high variability and difficulty in predicting certain items that affect GAAP net income/(loss) including, income tax expense, stock-based compensation expense. Adjusted EBITDA should not be used to predict net income/(loss) as the difference between the two measures is variable. 1Q 2018 Revenue growth is compared to pro forma Q1 2017 revenue. A reconciliation of pro forma Q1 2017 revenue is available on slide 24. See Adjusted EBITDA reconciliation for additional detail on slide 20. REVENUE GREW 8.7% YoY TO $393.2 MILLION(2) 79.3% INFORMATION TRANSACTION PROCESSING SOLUTIONS (“ITPS”) 14.9% HEALTHCARE SOLUTIONS (“HS”) 5.8% LEGAL AND LOSS PREVENTION SERVICES (“LLPS”) BROAD REVENUE BASE, 2017 #1 CUSTOMER 6% #2-20 CUSTOMERS 27% TOP 100 CUSTOMERS 58% ADJUSTED EBITDA GREW BY 10.9% YoY TO $69.6 MILLION(3) GENERATING BETWEEN $1 MILLION - $5 MILLION IN ANNUAL REVENUE (as of YE 2017) CLIENTS 6 197 CLIENTS LOW CAPEX INTENSITY 2.2% OF REVENUE Q1 2018 5 REVENUE PER FULL-TIME EMPLOYEE FOR Q1 2018 INCREASED TO $69K INCREASING 2018 REVENUE AND ADJUSTED EBITDA GUIDANCE(1) BACKED BY STRONG Q1 2018 RESULTS

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Exela at a glance COMMON SOLUTIONS AND SERVICES OVER 24 PILOTS FOR BPA SOLUTIONS HIGH RENEWAL RATE ON STRATEGIC ACCOUNTS >95% INVESTING FOR GROWTH AND TO MAINTAIN LEADERSHIP IN PEOPLE AND TECHNOLOGY TOTAL CONTRACT VALUE WON AS OF MARCH 31, 2018 $1.525 BILLION(1) INTELLIGENT LOCKERS – FOR PACKAGE DELIVERY AND SHIPMENTS ENABLING E-COMMERCE LOGISTICS LARGE WHITE-SPACE OPPORTUNITIES IN GROWING INDUSTRIES 6 EXELA INNOVATION CENTERS SHOWCASE OUR BPA-LED SOLUTIONS AND SERVICES IN NYC, LOS ANGELES, DALLAS, DETROIT, AND LONDON – DRIVING CUSTOMER AWARENESS (1) Contract value is measured on an trailing twelve month basis.

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Global presence with a global workforce ~12,000 Employees in North America ~1,000 Employees in Europe ~8,000 Employees in Asia 7 Position Breakdown We are approximately 22,000(1) employees strong at nearly 1,100 onsite client facilities and 150 delivery centers located throughout the Americas, Europe and Asia. Global Breakdown ~2,000 Employees in IT & Technology ~900 Employees in General and Administrative ~18,000 Employees in Operations ~355 Employees in Sales Actual headcount as of March 31, 2018 was 21,451 Position Breakdown

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A distinguished clientele of leaders in their respective industries Exela partners with customers to improve user experience and quality through operational efficiency. Exela serves over 3,500 customers across ~50 countries, through a secure, cloud-enabled global delivery model. 900+ Healthcare Providers 25% Commercial & Other 25% Healthcare 37% Financial 6% Legal 6% Public Sector 8 120+ Global Banks 400+ States and Local Counties 50+ Global Insurance Companies 40+ Utility Companies +60% of the Fortune ® 100 8 of the top 10 Of the world’s largest retail chains TOP 10 US Banks TOP 5 US Healthcare Insurance Payers 14 of the top 20 US Insurance Companies 98% of AmLaw 100 TOP 5 US Telecom Companies

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Global business process automation leader LEVERAGE BPA INITIATIVE / GOAL Exela BPA suite extended to customer sites to further leverage our BPA leadership position Over 24 pilot programs based on demand IMPROVE CUSTOMER AWARENESS SAVINGS INITIATIVES ACCRETIVE M&A UPDATE On-track to achieve $40-$45 million in flow-through savings during 2018 Q1 2018 achieved flow-through savings of $14.8 million Remaining savings to be achieved beyond 2018 Asterion is an example of tuck-in, with strategic fit Financial flexibility enables strategic opportunities Increase customer awareness; Leverage our scale and our BPA Maintain focus on delivering identified savings Opportunistic accretive tuck-in acquisitions INVESTMENT FOR FUTURE GROWTH Expansion of Talent Opened two Innovation Centers with plans to open more during 2018 in key Exela markets Continued investments in people and technology to maintain leadership position 9 Focused on long-term shareholder value creation

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Jim Reynolds Chief Financial Officer Q1 2018 Financial Performance & Strategy 10

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Exela at a glance NET LOSS DECREASED BY $34.7 MILLION FROM Q4 2017 ADJUSTED EBITDA GREW BY 10.9% YoY TO $69.6 MILLION(3) LOW CAPEX INTENSITY 2.2% OF REVENUE Q1 2018 11 REVENUE GREW 8.7% YoY TO $393.2 MILLION(2) AND GREW 1.8% SEQUENTIALLY INVESTED OVER $26.5 MILLION IN Q1 2018 BACK INTO THE BUSINESS TOTAL LIQUIDITY $117 MILLION AT MARCH 31, 2018 $334 MILLION IN USABLE NOL’S AND CASH TAXES OF $1.1 MILLION IN Q1 2018 The company has not forecasted net income/(loss) on a forward-looking basis due to the high variability and difficulty in predicting certain items that affect GAAP net income/(loss) including, income tax expense, stock-based compensation expense. Adjusted EBITDA should not be used to predict net income/(loss) as the difference between the two measures is variable. Q1 2018 Revenue growth is compared to pro forma Q1 2017 revenue. A reconciliation of pro forma Q1 2017 revenue is available on slide 24. See Q1 2017 Adjusted EBITDA reconciliation for additional detail on slide 23. INCREASING 2018 REVENUE AND ADJUSTED EBITDA GUIDANCE(1) BACKED BY STRONG Q1 2018 RESULTS

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12 Q1 2018 vs. pro forma Q1 2017 and Q4 2017 performance A Revenue ITPS revenue grew 11.6% year-over-over year was driven primarily by increased volumes and expansion of services within new and existing customers. Sequential growth in industry verticals was driven by strength in banking and financial services, commercial, tech and manufacturing. HS revenue in-line with expectations due to sequential decline in volumes and typical seasonality. LLPS revenue is event driven and was in-line with expectations and reflects the sale of non-core asset. (1) Pro Forma Q1 2017 revenue reconciliation available on slide 24. (1) REVENUE GREW 8.7% ON A PRO FORMA YEAR-OVER-YEAR BASIS, AND 1.8% SEQUENTIALLY. ($ in millions) Q1 2018 Pro forma Q1 2017 % Change Q4 2017 % Change Revenue Information and Transaction Processing Solutions $311.9 $279.4 11.6% $301.5 3.5% Healthcare Solutions 58.6 59.1 -0.8% 60.1 -2.4% Legal and Loss Prevention Services 22.6 23.4 -3.4% 24.7 -8.5% A Total Revenue $393.2 $361.9 8.7% $386.3 1.8%

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Q1 2018 vs. pro forma Q1 2017 and Q4 2017 performance 13 NET LOSS OF ($24.0) MILLION COMPARED TO A NET LOSS OF ($58.7) MILLION ON A SEQUENTIAL BASIS. B Cost of Revenue – is impacted by ramp up of large contracts, offset by flow through of cost savings initiatives. On a sequential basis, the increase is primarily due to an annual increase in payroll taxes. C SG&A – decreased by 14% due to flow through of cost savings initiatives, offset by continued investments in our growth strategy. D D&A – increase is due to accelerated write off of legacy trade names ratably during the remainder of 2018. (1) (1) Pro Forma Q1 2017 expense reconciliation available on slide 24. ($ in millions) Q1 2018 Pro forma Q1 2017 % Change Q4 2017 % Change B Cost of revenue (exclusive of depreciation and amortization) $293.8 $261.9 12.2% $289.9 1.3% C Selling, general and administrative expenses (Including related party) 46.7 54.3 -14.0% 50.0 -6.6% D Depreciation and amortization 38.0 31.0 22.5% 28.1 35.2% Impairment of goodwill and other intangible assets - - 69.4 Operating income (loss) 14.7 14.7 (51.2) Interest expense, net 38.0 38.3 36.7 Sundry expense (income) & Other income, net (3.4) 2.7 (2.0) Net loss before income taxes (20.0) (26.4) (86.0) Income tax expense / (benefit) 4.0 (1.0) (27.3) Net loss ($24.0) ($25.4) ($58.7)

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14 E Optimization and restructuring expenses – increased investment in business optimization and restructuring expenses during the first quarter in order to deliver on savings initiatives. F Non-cash charges – Q1 2018 gain due to interest rate hedge; pro forma Q1 2017 had an add-back for oversight and management which were eliminated as part of the business combination. (1) Q1 2018 and Q4 2017 Adjusted EBITDA reconciliations available on slide 20. Pro Forma Adjusted EBITDA Q1 2017 reconciliation available on slide 23. (2) Q1 2018 vs. pro forma Q1 2017 and Q4 2017 performance ADJUSTED EBITDA GREW 10.9% BOTH ON A PRO FORMA YEAR-OVER-YEAR AND A SEQUENTIAL BASIS. ADJUSTED EBITDA MARGIN IMPROVED BY 40 BASIS POINTS ON A YEAR OVER YEAR BASIS. (1) ($ in millions) Q1 2018 Pro forma Q1 2017 % Change Q4 2017 % Change Net loss ($24.0) ($25.4) ($58.7) Depreciation and amortization 38.0 31.0 28.1 Interest expense, net 38.0 38.3 36.7 Income tax expense / (benefit) 4.0 (1.0) (27.3) EBITDA 56.1 43.0 (21.1) Impairment of goodwill and other intangible assets - - 69.4 Transaction related costs 1.1 10.0 2.4 E Optimization and restructuring expenses 14.5 5.9 11.0 F Non-cash charges / (gains), oversight & management fees (2.1) 3.8 1.0 Adjusted EBITDA $69.6 $62.7 10.9% $62.7 10.9% Adjusted EBITDA Margin 17.7% 17.3% 16.2%

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Approximately $26.5 million of cash invested back in business initiatives during Q1 2018 Low intensity capital expenditure model 15 Pro forma Q1 2017 revenue reconciliation available on slide 24. Further adjusted free cash flow reconciliation available on slide 21. Further Adjusted free cash flow conversion rate defined as Further adjusted free cash flow divided by Further Adjusted EBITDA. Q1 2018 CAPITAL EXPENDITURES, 90 BASIS POINTS LOWER ON A YEAR OVER YEAR BASIS, AND 70 BASIS POINTS LOWER WHEN COMPARED TO PRO FORMA 2017 ($ in millions) Business optimization expenses $14.5 Working capital growth investments in Q1 2018 12.0 $26.5 ($ in millions) Pro Forma Pro Forma Q1 2018 Q1 2017 (1) FY 2017 Revenue $393.2 $361.9 $1,456.3 Capital expenditures $8.7 $11.1 $42.4 Capital expenditures as a percentage of revenue 2.2% 3.1% 2.9% Further adjusted free cash flow (2) $304.4 Further adjusted free cash flow conversion rate (3) 87.8%

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($ in millions) Total liquidity $117 Net debt $1,368 Total cash $37 $100 million revolver fully undrawn (net of $21 million in standby letters of credit) HEDGED AGAINST INTEREST RATE FLUCTUATIONS(1) (1) Company entered into a standard three year, one-month LIBOR interest rate hedging contract with a notional amount of $347.8 million, which was the outstanding principal balance of the term loan at the end of Dec 31 2017. The hedge contract will swap out the floating rate interest risk related to the LIBOR with a fixed interest rate of 1.9275% and went into effect January 12, 2018. Share buyback plan for employee stock incentive plans: Approved share buyback up to 5,000,000 shares Shares purchased to-date 186,205 COMPANY ANTICIPATES CONTINUING TO BE OPPORTUNISTIC IN PURCHASING OF SHARES UNDER THE CURRENT SHARE BUYBACK PROGRAM; PARTICULARLY GIVEN THE COMPANY’S VIEW THAT SHARES ARE UNDERVALUED AT CURRENT LEVELS. Capital structure and other highlights as of March 31, 2018 16 Proprietary & Confidential

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Impact of new revenue standard: Exela adopted Accounting Standards Codification 606 (ASC 606) Revenue from Contracts with Customers as required effective 1/1/2018. The adoption did not have a material impact on the Company's financial position, results of operations and cash flows as of or for the period ended March 31, 2018. Exela recognized a $1.4 million cumulative effect of accounting change as an increase to our beginning accumulated deficit balance. Impact of tax reform: Exela will generate taxable income as a result of: Limitation on interest expense deductions. Global Intangible Low-Taxed Income (GILTI) for foreign provisions indicate additional US taxable income will be generated from our foreign operations. Net operating loss (NOL) carryforwards will fully offset current year taxable income. Exela has $334 Million in usable NOL’s. Other items 17

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Revenue range increased to $1.55 billion to $1.58 billion, an increase from $1.51 billion to $1.54 billion previously. Increased range drives pro forma 2018 growth of 6.5% to 8.5%, up from pro forma growth 4% to 6% previously. Adjusted EBITDA range increased to $295 million to $310 million from $290 million to $310 million previously. Increased range drives pro forma year-over-year growth of 20% to 26%; and expansion of adjusted EBITDA margins in the range of 220 basis points to 320 basis points. Further adjusted EBITDA – in the range of $330 million to $355 million or a 22% to 23% margin for 2018 Guidance includes delivering $40 million to $45 million in savings during 2018 with remaining beyond 2018 Revenue growth in the range of 3% to 4% Adjusted EBITDA margin in the range of 22% to 23% Adjusted Free Cash Flow conversion in the range of 87% to 89% Increasing 2018 revenue and adjusted EBITDA guidance Long-term financial objectives 2018 Business outlook(1) Proprietary & Confidential 18 Note: Guidance is based on constant-currency. (1) The company has not forecasted net income/(loss) on a forward-looking basis due to the high variability and difficulty in predicting certain items that affect GAAP net income/(loss) including, income tax expense, stock-based compensation expense. Adjusted EBITDA should not be used to predict net income/(loss) as the difference between the two measures is variable.

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Conclusions and Q&A Reconciliations 19

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Adjusted EBITDA reconciliation – Q4 2017 and Q1 2018 20 Q1 2018 Q4 2017 Net loss ($24.0) ($58.7) Taxes 4.0 (27.3) Interest expense 38.0 36.7 Depreciation and amortization 38.0 28.1 EBITDA $56.1 ($21.1) Impairment of goodwill and other intangible assets - 69.4 Optimization and restructuring expenses 14.5 11.0 Transaction related costs 1.1 2.4 Non-cash charges 1.3 2.3 (Gain) / loss on derivative instruments (3.3) (1.3) Adjusted EBITDA $69.6 $62.7 ($ in millions) As Reported

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Further adjusted EBITDA and Free Cash Flow reconciliation from net loss pro forma FY 2017 21 Pro Forma FY 2017 Net Loss ($242.4) Taxes (67.2) Interest expense 153.4 Depreciation and amortization 119.5 Impairment of goodwill and other intangible assets 69.4 (Gain) / loss on extinguishment of debt 53.0 Optimization and restructuring expenses 47.9 Transaction related costs 99.0 Non-cash charges 6.7 New contract setup 2.0 Oversight and management Fees 5.1 (Gain) / loss on derivative instruments (1.3) Gain / (loss) on currency exchange 2.4 Combined merger adjustments 99.2 Further Adjusted EBITDA $346.8 (-) Capex (42.4) Further Adjusted Free Cash Flow $304.4 ($ in millions)

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Capital expenditures reconciliation – pro forma Q1 2017 22 (1) Acquirer is defined as SourceHOV. Acquirer Novitex Pro Forma Capital expenditures 8.6 2.5 11.1 ($ in millions) Q1 2017

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Adjusted EBITDA reconciliation – pro forma Q1 2017 23 (1) Net loss for the period January 1 – July 12 is presented on the basis of the previous debt structure at the respective standalone companies. As of July 12, 2017, the existing debt structures at respective Exela entities have been replaced with a new capital structure consisting of $350 Million Term Loan and $1.0 Billion Senior Secured Notes. As Reported Novitex Pro Forma Net loss ($15.7) ($9.7) ($25.4) Taxes 2.0 (3.0) (1.0) Interest expense 26.2 12.1 38.3 Depreciation and amortization 21.3 9.7 31.0 EBITDA $33.9 $9.1 $43.0 Optimization and restructuring expenses 4.3 1.5 5.9 Transaction related costs 5.1 4.9 10.0 Non-cash charges 0.1 - 0.1 New contract setup - 1.1 1.1 Oversight and management Fees 2.1 0.5 2.6 Adjusted EBITDA $45.5 $17.3 $62.7 ($ in millions) Q1 2017 (1)

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Revenue and expense reconciliation - pro forma Q1 2017 24 (1) Net loss for the period January 1 – July 12 is presented on the basis of the previous debt structure at the respective standalone companies. As of July 12, 2017, the existing debt structures at respective Exela entities have been replaced with a new capital structure consisting of $350 Million Term Loan and $1.0 Billion Senior Secured Notes. ($ in millions) As Reported Novitex Pro Forma Revenue $218.3 $143.6 $361.9 Cost of revenue (exclusive of depreciation and amortization) 143.7 118.2 261.9 Selling, general and administrative expenses (Including related party) 38.0 16.3 54.3 Depreciation and amortization 21.3 9.7 31.0 Operating income (loss) 15.3 (0.6) 14.7 Interest expense, net 26.2 12.1 38.3 Sundry expense (income) & other income, net 2.7 - 2.7 Net loss before income taxes (13.7) (12.7) (26.4) Income tax (benefit) expense 2.0 (3.0) (1.0) Net loss ($15.7) ($9.7) ($25.4) Q1 2017 (1)

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SG&A including related party expense - pro forma Q1 2017 25 AS REVENUE GROWS, SG&A CONTINUES TO DECLINE : DOWN 14.0% ON A YOY BASIS AND DOWN 6.6% ON A SEQUENTIAL BASIS ($ in millions) Q1 2018 Q4 2017 Pro Forma As Reported Novitex Selling, general and administrative expenses 45.6 48.3 51.6 35.6 16.0 Related party expense 1.1 1.7 2.7 2.4 0.3 Total $46.7 $50.0 $54.3 $38.0 $16.3 As Reported Q1 2017

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Q1 2018 EARNINGS PRESENTATION May 10, 2018 NASDAQ: XELA

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