UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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:
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¨ 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, 2022, Exela Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The Company is making reference to non-GAAP financial information in the press release. A reconciliation of the non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
| Item 8.01 | Other Event. |
On May 12, 2022, the Company issued a press release regarding its pending exchange offer. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 99.1* | Press Release dated May 10, 2022 | |
| 99.2 | Press Release dated May 12, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
* Furnished herewith
2
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 12, 2022
| EXELA TECHNOLOGIES, INC. | |||
| By: | /s/ Erik Mengwall | ||
| Name: | Erik Mengwall | ||
| Title: | Secretary | ||
3
Exhibit 99.1
Exela Technologies, Inc. Reports Preliminary First Quarter 2022 Results
May 10, 2022 08:30 ET | Source: Exela Technologies, Inc.
| · | Revenue of $279.4 million, a decline of 6.9% from Q1 2021 |
| · | Loss per Share of $0.17 in the first quarter of 2022 |
| · | Net loss of $57 million in the first quarter of 2022 |
| · | $78 million of TCV(1) won, a 131% increase compared to Q1 2021 |
| · | Small-and-Medium-Sized Business (“SMB”) continues strong growth in the first quarter of 2022 with DMR(2) customers growing 39% over Q4 2021 and DrySign users growing 200% over Q4 2021 |
| · | Total debt(3) reduction of $36 million; annual interest savings of $10 million anticipated |
| · | Raised $119 million through sale of common stock for business reinvestment |
| · | Liquidity of $71 million as of March 31, 2022 |
Conference call scheduled for May 10, 2022 at 11:30 AM ET
IRVING, Texas, May 10, 2022 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA), a global business process automation (“BPA”) leader, announced today its financial results for the first quarter ended March 31, 2022.
“It is humbling to report that we have had the highest new TCV won over the past five quarters along with 41 new logos excluding our SMB business, which continues to report strong growth. Our renewals have reached an enviable 93% after falling over the last 2 years. We see traction in our business and are hopeful that contraction of volumes during COVID-19 will slowly return as people return back to business. We continue to organize and advantageously position the company to better serve our customers with our technology led services and solutions.” said Par Chadha, Executive Chairman of Exela.
Chadha continued, “We are executing our strategic plans by investing in our business. Our results show some positive signs and give us comfort that we are on the right path. Our cost of long-term debt is too high, and it is an important objective for us to lower it. We have much to do still, and remain committed to leverage our foundation for our customers and our shareholders.”
First Quarter Highlights
| · | Revenue: Revenue for Q1 2022 was $279.4 million, a decline of 6.9% compared to $300.1 million in Q1 2021. |
| · | Revenue for the ITPS segment was $205.0 million, a decline of 11.6% year-over-year, primarily due to impact from COVID, transition revenue, staffing shortage and currency changes. |
| · | Healthcare Solutions revenue was $56.6 million, an increase of 10.8% year-over-year. |
| · | Legal and Loss Prevention Services revenue was $17.8 million, an increase of 4.1% year-over-year. |
| · | Operating income/(loss): Operating loss for Q1 2022 was $7.3 million, compared with operating income of $4.3 million in Q1 2021. The year-over-year increase in operating loss was primarily attributable to lower gross profit(4). |
| · | Net Loss: Net loss for Q1 2022 was $57.0 million, compared with a net loss of $39.2 million in Q1 2021. |
| · | EBITDA(5): EBITDA for Q1 2022 was $3.5 million, compared to $23.5 million in Q1 2021. EBITDA margin for Q1 2022 was 1.3%, a decrease of 658 basis points from 7.8% in Q1 2021. |
| · | Adjusted EBITDA(6): Adjusted EBITDA for Q1 2022 was $36.1 million, a decrease of 22% compared to $46.5 million in Q1 2021. Adjusted EBITDA margin for Q1 2022 was 12.9%, a decrease of 255 basis points from 15.5% in Q1 2021 and down from 13.4% in Q4 2021. |
| · | Capital Expenditures: Capital expenditures for Q1 2022 were 3.1% of revenue compared to 0.8% of revenue in Q1 2021. |
| · | Common Stock: As of March 31, 2022, there were 484,557,092 total shares outstanding and an additional 19,408,499 shares of common stock reserved for issuance for our outstanding preferred shares on an as-converted basis. |
First Quarter 2022 Business Highlights
| · | Secured a new $150M securitization facility from PNC at approximately 4% interest; which is expected to lower annual interest expense by approximately $6 million |
| · | TCV won increased to approximately $78 million, up over 131% as compared to Q1 2021 |
| · | Q1 2022 DrySign user growth of 200% and DMR customer growth of 39% from Q4 2021 |
| · | Healthcare solutions on track to grow YOY |
| · | XBP(7) part of ITPS showing traction with rising wins and pipeline |
| · | Closing sales momentum continuing in 2Q as US businesses return to office |
Balance Sheet and Liquidity: As of March 31, 2022, total liquidity was $71 million. Total net debt(8) at March 31, 2022 was $1.04 billion.
Expanding financial flexibility: Expanding financial flexibility: As of March 31, 2022, raised a total of $119 million in gross proceeds from equity offerings in 2022. In accordance with Exela's plan, proceeds from the equity offering were used to strategically reduce its debt and associated interest expense obligations as well as explore ways to invest in growth. On track for $50 million in cash flow improvements in 2022.
Below are the notes referenced above:
(1) – Total Contract Value
(2) – Digital Mailroom
(3) – Total debt includes all long-term debt and interest-bearing current liabilities.
(4) – Gross profit is defined as revenue less cost of revenue excluding depreciation and amortization.
(5) – EBITDA is a non-GAAP measure. A reconciliation of EBITDA is attached to this release.
(6) – Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release.
(7) – Exchange for Bills and Payments
(8) – Net debt is calculated as all long-term debt less AR Facility, secured borrowing and unrestricted cash
Earnings Conference Call and Audio Webcast
Exela will host a conference call to discuss its first quarter 2022 financial results at 11:30 a.m. ET on May 10, 2022. To access this call, dial 833-255-2831 or +1-412-902-6724 (international).
A replay of this conference call will be available through May 17, 2022 at 877-344-7529 or +1-412-317-0088 (international). The replay passcode is 6168660.
Exela invites all investors to ask questions that they would like addressed on the conference call. We ask investors to submit questions via email to IR@exelatech.com.
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.
Final Results
The financial results described above are preliminary, unaudited and represent the most recent current information available to Exela management. Exela’s actual results may differ from these estimated financial results, including due to the completion of its financial closing procedures, final adjustments that may arise between the date of this press release and the time that financial results for the first quarter of 2022 are finalized, and such differences may be material. In addition, these financial results do not reflect important limitations, qualifications and details that will be included in the full financial statements to be included in the Company’s Form 10-Q to be filed with the U.S. Securities and Exchange Commission.
About Exela
Exela Technologies is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions enhancing quality, productivity, and end-user experience. With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100. Utilizing foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry, departmental solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Through cloud-enabled platforms, built on a configurable stack of automation modules, and over 17,000 employees operating in 23 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
Find out more at www.exelatech.com
To automatically receive Exela financial news by e-mail, please visit the Exela Investor Relations website, http://investors.exelatech.com/, and subscribe to E-mail Alerts.
About Non-GAAP Financial Measures: This press release includes constant currency, EBITDA and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Exela believes 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 and allows investors to better understand the trends in our business and to better understand and compare our results. Exela’s board of directors and management use constant currency, EBITDA and Adjusted EBITDA to assess Exela’s financial performance, because it allows them to compare Exela’s operating performance on a consistent basis across periods by removing the effects of Exela’s capital structure (such as varying levels of debt and interest expense, as well as transaction costs resulting from the combination of Quinpario Acquisition Corp. 2, SourceHOV Holdings, Inc. and Novitex Holdings, Inc. on July 12, 2017 (the “Novitex Business Combination”) and capital markets-based activities). Adjusted EBITDA also seeks to remove the effects of integration and related costs to achieve the savings, any expected reduction in operating expenses due to the Novitex Business Combination, asset base (such as depreciation and amortization) and other similar non-routine items outside the control of our management team. Optimization and restructuring expenses and merger adjustments are primarily related to the implementation of strategic actions and initiatives related to the Novitex Business Combination. 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. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results. 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 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 to the non-GAAP measures presented here. For reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.
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, estimated or anticipated future results and benefits, future opportunities for Exela, 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 subject to a number of risks and uncertainties, including without limitation those discussed under the heading “Risk Factors” in the Annual Report. 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 press release.
For more Exela news, commentary, and industry perspectives, visit:
Website: https://investors.exelatech.com/
Twitter: @ExelaTech
LinkedIn: /exela-technologies
Facebook: @exelatechnologies
Instagram: @exelatechnologies
The information posted on the Company's website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in the Company should monitor the Company's website and its social media accounts in addition to the Company's press releases, SEC filings and public conference calls and webcasts.
Investor and/or Media Contacts:
Vincent Kondaveeti
E: vincent.kondaveeti@exelatech.com
Mary Beth Benjamin
E: IR@exelatech.com
Source: Exela Technologies, Inc.
| Exela Technologies, Inc. and Subsidiaries |
| Condensed Consolidated Balance Sheets |
| As of March 31, 2022 and December 31, 2021 |
| (in thousands of United States dollars except share and per share amounts) |
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 38,263 | $ | 20,775 | ||||
| Restricted cash | 43,712 | 27,285 | ||||||
| Accounts receivable, net of allowance for doubtful accounts of $6,065 and $6,049, respectively | 189,585 | 184,102 | ||||||
| Related party receivables and prepaid expenses | 719 | 715 | ||||||
| Inventories, net | 16,011 | 15,215 | ||||||
| Prepaid expenses and other current assets | 34,253 | 31,799 | ||||||
| Total current assets | 322,543 | 279,891 | ||||||
| Property, plant and equipment, net of accumulated depreciation of $200,680 and $196,683, respectively | 74,726 | 73,449 | ||||||
| Operating lease right-of-use assets, net | 51,326 | 53,937 | ||||||
| Goodwill | 358,211 | 358,323 | ||||||
| Intangible assets, net | 233,695 | 244,539 | ||||||
| Deferred income tax assets | 1,986 | 2,109 | ||||||
| Other noncurrent assets | 28,916 | 24,775 | ||||||
| Total assets | $ | 1,071,403 | $ | 1,037,023 | ||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 63,953 | $ | 61,744 | ||||
| Related party payables | 1,475 | 1,484 | ||||||
| Income tax payable | 4,447 | 3,551 | ||||||
| Accrued liabilities | 95,106 | 113,519 | ||||||
| Accrued compensation and benefits | 57,164 | 60,860 | ||||||
| Accrued interest | 34,793 | 10,075 | ||||||
| Customer deposits | 16,780 | 17,707 | ||||||
| Deferred revenue | 18,192 | 16,617 | ||||||
| Obligation for claim payment | 62,886 | 46,902 | ||||||
| Current portion of finance lease liabilities | 6,148 | 6,683 | ||||||
| Current portion of operating lease liabilities | 15,352 | 15,923 | ||||||
| Current portion of long-term debts | 138,664 | 144,828 | ||||||
| Total current liabilities | 514,960 | 499,893 | ||||||
| Long-term debt, net of current maturities | 1,068,873 | 1,104,399 | ||||||
| Finance lease liabilities, net of current portion | 8,161 | 9,156 | ||||||
| Pension liabilities, net | 27,128 | 28,383 | ||||||
| Deferred income tax liabilities | 12,238 | 11,594 | ||||||
| Long-term income tax liabilities | 3,189 | 3,201 | ||||||
| Operating lease liabilities, net of current portion | 38,779 | 41,170 | ||||||
| Other long-term liabilities | 5,373 | 5,999 | ||||||
| Total liabilities | 1,678,701 | 1,703,795 | ||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Stockholders' equity (deficit) | ||||||||
| Common Stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 487,008,798 shares issued and 484,557,092 shares outstanding at March 31, 2022 and 267,646,667 shares issued and 265,194,961 shares outstanding at December 31, 2021 | 59 | 37 | ||||||
| Preferred stock, $0.0001 par value per share, 20,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively | ||||||||
| Series A Preferred Stock, 2,778,111 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 1 | 1 | ||||||
| Series B Preferred Stock, 900,328 shares issued and outstanding at March 31, 2022 and 0 shares issued and outstanding at December 31, 2021 | — | — | ||||||
| Additional paid in capital | 953,364 | 838,853 | ||||||
| Less: Common Stock held in treasury, at cost; 2,451,706 shares at March 31, 2022 and December 31, 2021 | (10,949 | ) | (10,949 | ) | ||||
| Equity-based compensation | 56,235 | 56,123 | ||||||
| Accumulated deficit | (1,589,384 | ) | (1,532,428 | ) | ||||
| Accumulated other comprehensive loss: | ||||||||
| Foreign currency translation adjustment | (5,986 | ) | (7,463 | ) | ||||
| Unrealized pension actuarial losses, net of tax | (10,638 | ) | (10,946 | ) | ||||
| Total accumulated other comprehensive loss | (16,624 | ) | (18,409 | ) | ||||
| Total stockholders' deficit | (607,298 | ) | (666,772 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 1,071,403 | $ | 1,037,023 |
| Exela Technologies, Inc. and Subsidiaries |
| Condensed Consolidated Statements of Operations |
| For the three months ended March 31, 2022 and 2021 |
| (in thousands of United States dollars except share and per share amounts) |
| (Unaudited) |
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenue | $ | 279,398 | $ | 300,056 | ||||
| Cost of revenue (exclusive of depreciation and amortization) | 223,504 | 232,587 | ||||||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | 43,040 | 41,885 | ||||||
| Depreciation and amortization | 18,212 | 19,599 | ||||||
| Related party expense | 1,987 | 1,707 | ||||||
| Operating profit (loss) | (7,345 | ) | 4,278 | |||||
| Other expense (income), net: | ||||||||
| Interest expense, net | 39,760 | 43,131 | ||||||
| Debt modification and extinguishment costs (gain), net | 884 | — | ||||||
| Sundry expense, net | 307 | 213 | ||||||
| Other expense, net | 6,159 | 152 | ||||||
| Net loss before income taxes | (54,455 | ) | (39,218 | ) | ||||
| Income tax benefit (expense) | (2,501 | ) | 18 | |||||
| Net loss | $ | (56,956 | ) | $ | (39,200 | ) | ||
| Cumulative dividends for Series A Preferred Stock | (864 | ) | 896 | |||||
| Cumulative dividends for Series B Preferred Stock | (75 | ) | — | |||||
| Net loss attributable to common stockholders | $ | (57,895 | ) | $ | (38,304 | ) | ||
| Loss per share: | ||||||||
| Basic and diluted | $ | (0.17 | ) | $ | (0.76 | ) | ||
| Exela Technologies, Inc. and Subsidiaries | ||||||||
| Condensed Consolidated Statement of Cash Flows | ||||||||
| For the three months ended March 31, 2022 and 2021 | ||||||||
| (in thousands of United States dollars except share and per share amounts) | ||||||||
| (Unaudited) | ||||||||
| Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (56,956 | ) | $ | (39,200 | ) | ||
| Adjustments to reconcile net loss | ||||||||
| Depreciation and amortization | 18,212 | 19,599 | ||||||
| Original issue discount and debt issuance cost amortization | 3,531 | 3,840 | ||||||
| Debt modification and extinguishment costs (gain), net | 196 | — | ||||||
| Provision for doubtful accounts | 61 | 50 | ||||||
| Deferred income tax provision | 635 | (297 | ) | |||||
| Share-based compensation expense | 308 | 387 | ||||||
| Unrealized foreign currency losses | (180 | ) | (159 | ) | ||||
| Loss (Gain) on sale of assets | (41 | ) | 29 | |||||
| Fair value adjustment for interest rate swap | — | (125 | ) | |||||
| Change in operating assets and liabilities, net of effect from acquisitions | ||||||||
| Accounts receivable | (6,146 | ) | (11,248 | ) | ||||
| Prepaid expenses and other assets | (8,858 | ) | (5,895 | ) | ||||
| Accounts payable and accrued liabilities | 5,345 | (30,787 | ) | |||||
| Related party payables | (12 | ) | 37 | |||||
| Additions to outsource contract costs | (140 | ) | (156 | ) | ||||
| Net cash used in operating activities | (44,045 | ) | (63,925 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property, plant and equipment | (7,728 | ) | (1,609 | ) | ||||
| Additions to patents | (25 | ) | — | |||||
| Additions to internally developed software | (829 | ) | (672 | ) | ||||
| Proceeds from sale of assets | 175 | — | ||||||
| Net cash used in investing activities | (8,407 | ) | (2,281 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of Common Stock from private placement | — | 25,065 | ||||||
| Proceeds from issuance of Common Stock from at the market offerings | 119,196 | — | ||||||
| Cash paid for equity issuance costs from at the market offerings | (4,664 | ) | — | |||||
| Borrowings under factoring arrangement and Securitization Facility | 35,837 | 32,432 | ||||||
| Principal repayment on borrowings under factoring arrangement and Securitization Facility | (34,144 | ) | (31,533 | ) | ||||
| Cash paid for withholding taxes on vested RSUs | (195 | ) | — | |||||
| Lease terminations | (15 | ) | (16 | ) | ||||
| Cash paid for debt issuance costs | (5,615 | ) | — | |||||
| Principal payments on finance lease obligations | (1,516 | ) | (3,029 | ) | ||||
| Borrowings from senior secured revolving facility | — | 3,000 | ||||||
| Repayments on senior secured revolving facility | (49,477 | ) | — | |||||
| Proceeds from issuance of 2026 Notes | 55,364 | — | ||||||
| Borrowings from other loans | 1,865 | 1,959 | ||||||
| Repayment of BRCC term loan | (22,675 | ) | — | |||||
| Principal repayments on senior secured term loans and other loans | (7,544 | ) | (8,142 | ) | ||||
| Net cash provided by financing activities | 86,417 | 19,736 | ||||||
| Effect of exchange rates on cash | (50 | ) | (101 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 33,915 | (46,571 | ) | |||||
| Cash, restricted cash, and cash equivalents | ||||||||
| Beginning of period | 48,060 | 70,309 | ||||||
| End of period | $ | 81,975 | $ | 23,738 | ||||
| Supplemental cash flow data: | ||||||||
| Income tax payments, net of refunds received | $ | 1,486 | $ | 1,510 | ||||
| Interest paid | 9,941 | 62,510 | ||||||
| Noncash investing and financing activities: | ||||||||
| Assets acquired through right-of-use arrangements | 50 | 220 | ||||||
| Accrued capital expenditures | 1,483 | 1,617 | ||||||
Exela
Technologies
Schedule 1: First Quarter 2022 vs. First Quarter 2021 Financial Performance (Unaudited)
| $ in million | Q1-2022 | Q1-2021 | Increase (Decrease) Y/Y ($ mn) | Increase (Decrease) Y/Y (%) | ||||||||||||
| Information and Transaction Processing Solutions | 205.0 | 231.9 | (26.9) | (11.6%) | ||||||||||||
| Healthcare Solutions | 56.6 | 51.1 | 5.5 | 10.8% | ||||||||||||
| Legal and Loss Prevention Services | 17.8 | 17.1 | 0.7 | 4.1% | ||||||||||||
| Total Revenue | 279.4 | 300.1 | (20.7) | (6.9%) | ||||||||||||
| Gross profit | 55.9 | 67.5 | (11.6) | (17.2%) | ||||||||||||
| Gross profit margin | 20.0% | 22.5% | (2.5%) | -248 bps | ||||||||||||
| SG&A | 43.0 | 41.9 | 1.2 | 2.8% | ||||||||||||
| Operating (loss) income | (7.3) | 4.3 | (11.6) | (271.7%) | ||||||||||||
| Operating margin | (2.6%) | 1.4% | (4.1%) | -405 bps | ||||||||||||
| Net income (loss) | (57.0) | (39.2) | (17.8) | 45.3% | ||||||||||||
| Net income margin | (20.4%) | (13.1%) | (7.3%) | -732 bps | ||||||||||||
| EBITDA | 3.5 | 23.5 | (20.0) | (85.0%) | ||||||||||||
| EBITDA Margin | 1.3% | 7.8% | (6.6%) | -658 bps | ||||||||||||
| Adjusted EBITDA | 36.1 | 46.5 | (10.3) | -22.2% | ||||||||||||
| Adjusted EBITDA margin | 12.9% | 15.5% | (2.6%) | -256 bps | ||||||||||||
Exela Technologies
Schedule 2: Reconciliation of Adjusted EBITDA and constant currency revenues
| Non-GAAP constant currency revenue reconciliation |
| Three months ended | ||||||||||||
| ($ in millions) | 31-Mar-22 | 31-Mar-21 | 31-Dec-21 | |||||||||
| Revenues, as reported (GAAP) | $279.4 | $300.1 | $294.3 | |||||||||
| Foreign currency exchange impact (1) | 3.7 | 1.6 | ||||||||||
| Revenues, at constant currency (Non-GAAP) | $283.1 | $300.1 | $295.9 | |||||||||
| (1) Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the three months ended March 31, 2021, to the revenues during the corresponding period in 2022. | |||||||
Reconciliation of Adjusted EBITDA
| Three months ended | ||||||||||||
| ($ in millions) | 31-Mar-22 | 31-Mar-21 | 31-Dec-21 | |||||||||
| Net loss (GAAP) | ($57.0) | ($39.2) | ($70.6) | |||||||||
| Interest expense | 39.8 | 43.1 | 40.3 | |||||||||
| Taxes | 2.5 | (0.0) | 8.2 | |||||||||
| Depreciation and amortization | 18.2 | 19.6 | 19.0 | |||||||||
| EBITDA (Non-GAAP) | $3.5 | $23.5 | ($3.1) | |||||||||
| Transaction and integration costs | 3.7 | 4.6 | 7.9 | |||||||||
| Gain / loss on derivative instruments | (0.0) | (0.1) | (0.8) | |||||||||
| Other Charges / (gains) | 22.1 | 13.1 | 28.1 | |||||||||
| Sub-Total (Adj. EBITDA before O&R) | $29.3 | $41.1 | $32.3 | |||||||||
| Optimization and restructuring expenses | 6.8 | 5.4 | 7.3 | |||||||||
| Adjusted EBITDA (Non-GAAP) | $36.1 | $46.5 | $39.5 | |||||||||
Exhibit 99.2
Exela Technologies Issues Reminder of the Timing of the Pending Exchange Offer
| · | Participating shareholders should instruct their broker to tender their Common Stock well before the expiration time of 11:59 p.m. EST on May 16, 2022, to give their broker enough time to tender their Common Stock. |
| · | Shares that were tendered prior to May 2, 2022, may need to be re-tendered following the amendment. |
IRVING, Texas, May 12, 2022 (GLOBE NEWSWIRE) -- Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA) announced today that the previously announced exchange offer is still open. The Company understands that some investors may have been given contrary information by their broker. The offer was amended to provide that each 20 share increment of common stock may be exchanged for 1 share of Series B Preferred Stock with a $25 per share liquidation preference, and that the Company intends to issue a dividend of Tandem Voting Stock with respect to the Series B Preferred Stock following the completion of the offering.
Shares that were tendered prior to May 2, 2022, may need to be re-tendered following the amendment. Accordingly, if you are a shareholder who tendered shares prior to May 2, 2022 and did not re-tender after May 2, 2022, you will need to tender again if you want to participate in the offer. Holders of the Series B Preferred Stock do not need to take any action. Holders of common shares should contact their brokers for instructions to participate in the offer.
The Company’s press release regarding the amended offer, can be found here: https://investors.exelatech.com/news-releases/news-release-details/exela-technologies-announces-amendment-pending-exchange-offer-0
Participating shareholders should instruct their broker to tender their Common Stock well before the expiration time of 11:59 p.m. EST on May 16, 2022, to give their broker enough time to tender their Common Stock.
For assistance in tendering your shares, you may contact our Information Agent, D.F. King & Co., Inc., Call Toll-Free: (888) 644-6071, Email: exela@dfking.com.
Further information is available here: to.exelatech.com.
About Exela Technologies
Exela Technologies is a business process automation (BPA) leader, leveraging a global footprint and proprietary technology to provide digital transformation solutions enhancing quality, productivity, and end-user experience. With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers throughout 50 countries, including over 60% of the Fortune® 100. Utilizing foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry, departmental solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 17,000 employees operating in 23 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
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, estimated or anticipated future results and benefits, future opportunities for Exela, 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 subject to a number of risks and uncertainties, including without limitation those discussed under the heading "Risk Factors" in the Offer to Exchange and Exela's Annual Report and other securities filings. 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 press release.
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Investor and/or Media Contacts:
Vincent Kondaveeti
E: vincent.kondaveeti@exelatech.com
Mary Beth Benjamin
E: IR@exelatech.com
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