UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-36788
EXELA TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
47-1347291 |
(State of or other Jurisdiction |
(I.R.S. Employer |
|
|
2701 E. Grauwyler Rd. |
75061 |
(Address of Principal Executive |
(Zip Code) |
Registrant's Telephone Number, Including Area Code: (844) 935-2832
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
Common Stock, Par Value $0.0001 per share |
XELA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ |
Accelerated Filer ☒ |
Non-Accelerated Filer ☐ |
Smaller Reporting Company ☒ |
|
Emerging Growth Company ☐ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of August 5, 2019 the registrant had 150,007,085 shares of Common Stock outstanding.
Exela Technologies, Inc.
Form 10-Q
For the quarterly period ended June 30, 2019
PART I—FINANCIAL INFORMATION |
|
|
|
Item 1. Financial Statements |
|
|
|
Condensed Consolidated Financial Statements |
|
|
|
Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 |
1 |
|
|
2 | |
|
|
3 | |
|
|
4 | |
|
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 |
5 |
|
|
6 | |
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
28 |
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risk |
40 |
|
|
41 | |
|
|
|
|
|
|
422 | |
|
|
42 | |
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
43 |
|
|
43 | |
|
|
43 | |
|
|
43 | |
|
|
44 |
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of June 30, 2019 and December 31, 2018
(in thousands of United States dollars except share and per share amounts)
|
|
June 30, |
|
December 31, |
|
||
|
|
2019 |
|
2018 |
|
||
Assets |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
18,449 |
|
$ |
25,615 |
|
Restricted cash |
|
|
4,977 |
|
|
18,239 |
|
Accounts receivable, net of allowance for doubtful accounts of $8,348 and $4,359, respectively |
|
|
266,660 |
|
|
270,812 |
|
Related party receivables |
|
|
206 |
|
|
— |
|
Inventories, net |
|
|
16,735 |
|
|
16,220 |
|
Prepaid expenses and other current assets |
|
|
23,791 |
|
|
25,015 |
|
Total current assets |
|
|
330,818 |
|
|
355,901 |
|
Property, plant and equipment, net of accumulated depreciation of $167,376 and $154,060 respectively |
|
|
125,018 |
|
|
132,986 |
|
Operating lease right-of-use asset, net |
|
|
96,498 |
|
|
— |
|
Goodwill |
|
|
708,246 |
|
|
708,258 |
|
Intangible assets, net |
|
|
387,775 |
|
|
407,021 |
|
Deferred income tax assets |
|
|
16,181 |
|
|
16,225 |
|
Other noncurrent assets |
|
|
14,714 |
|
|
19,391 |
|
Total assets |
|
$ |
1,679,250 |
|
$ |
1,639,782 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity (Deficit) |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Accounts payable |
|
$ |
99,089 |
|
$ |
99,853 |
|
Related party payables |
|
|
238 |
|
|
7,735 |
|
Income tax payable |
|
|
2,525 |
|
|
1,996 |
|
Accrued liabilities |
|
|
59,487 |
|
|
66,008 |
|
Accrued compensation and benefits |
|
|
52,493 |
|
|
54,583 |
|
Accrued interest |
|
|
48,935 |
|
|
49,071 |
|
Customer deposits |
|
|
28,914 |
|
|
34,235 |
|
Deferred revenue |
|
|
19,428 |
|
|
16,504 |
|
Obligation for claim payment |
|
|
41,496 |
|
|
56,002 |
|
Current portion of finance lease liability |
|
|
15,897 |
|
|
17,498 |
|
Current portion of operating lease liability |
|
|
27,444 |
|
|
— |
|
Current portion of long-term debt |
|
|
38,929 |
|
|
29,237 |
|
Total current liabilities |
|
|
434,875 |
|
|
432,722 |
|
Long-term debt, net of current maturities |
|
|
1,331,898 |
|
|
1,306,423 |
|
Finance lease obligations, net of current portion |
|
|
25,772 |
|
|
26,738 |
|
Pension liability |
|
|
24,866 |
|
|
25,269 |
|
Deferred income tax liabilities |
|
|
15,896 |
|
|
11,212 |
|
Long-term income tax liability |
|
|
2,842 |
|
|
3,024 |
|
Operating lease liability, net of current portion |
|
|
74,290 |
|
|
— |
|
Other long-term liabilities |
|
|
7,882 |
|
|
15,400 |
|
Total liabilities |
|
|
1,918,321 |
|
|
1,820,788 |
|
Commitment and Contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity (deficit) |
|
|
|
|
|
|
|
Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 152,782,534 shares issued and 150,007,085 shares outstanding at June 30, 2019 and 152,692,140 shares issued and 150,142,955 shares outstanding at December 31, 2018 |
|
|
15 |
|
|
15 |
|
Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,569,233 shares issued and outstanding at June 30, 2019 and December 31, 2018 |
|
|
1 |
|
|
1 |
|
Additional paid in capital |
|
|
482,018 |
|
|
482,018 |
|
Less: common stock held in treasury, at cost; 2,787,147 shares at June 30, 2019 and 2,549,185 shares December 31, 2018 |
|
|
(10,949) |
|
|
(10,342) |
|
Equity-based compensation |
|
|
47,190 |
|
|
41,731 |
|
Accumulated deficit |
|
|
(742,616) |
|
|
(678,563) |
|
Accumulated other comprehensive loss: |
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
(5,461) |
|
|
(6,565) |
|
Unrealized pension actuarial losses, net of tax |
|
|
(9,269) |
|
|
(9,301) |
|
Total accumulated other comprehensive loss |
|
|
(14,730) |
|
|
(15,866) |
|
Total stockholders’ deficit |
|
|
(239,071) |
|
|
(181,006) |
|
Total liabilities and stockholders’ deficit |
|
$ |
1,679,250 |
|
$ |
1,639,782 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Six Months Ended June 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Revenue |
|
$ |
390,160 |
|
$ |
410,382 |
|
$ |
793,924 |
|
$ |
803,549 |
Cost of revenue (exclusive of depreciation and amortization) |
|
|
298,006 |
|
|
313,954 |
|
|
604,888 |
|
|
607,746 |
Selling, general and administrative expenses |
|
|
51,564 |
|
|
46,723 |
|
|
101,512 |
|
|
92,318 |
Depreciation and amortization |
|
|
27,191 |
|
|
36,368 |
|
|
55,211 |
|
|
74,386 |
Related party expense |
|
|
1,055 |
|
|
1,402 |
|
|
2,050 |
|
|
2,508 |
Operating income |
|
|
12,344 |
|
|
11,935 |
|
|
30,263 |
|
|
26,591 |
Other expense (income), net: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
39,132 |
|
|
38,527 |
|
|
78,031 |
|
|
76,544 |
Debt modification and extinguishment costs |
|
|
1,404 |
|
|
— |
|
|
1,404 |
|
|
— |
Sundry expense (income), net |
|
|
(1,493) |
|
|
(2,325) |
|
|
1,038 |
|
|
(2,389) |
Other expense (income), net |
|
|
2,709 |
|
|
(704) |
|
|
4,385 |
|
|
(4,032) |
Net loss before income taxes |
|
|
(29,408) |
|
|
(23,563) |
|
|
(54,595) |
|
|
(43,532) |
Income tax (expense) benefit |
|
|
(4,738) |
|
|
(1,619) |
|
|
(9,459) |
|
|
(5,644) |
Net loss |
|
$ |
(34,146) |
|
$ |
(25,182) |
|
$ |
(64,054) |
|
$ |
(49,176) |
Cumulative dividends for Series A Preferred Stock |
|
|
(914) |
|
|
(914) |
|
|
(1,828) |
|
|
(1,828) |
Net loss attributable to common stockholders |
|
$ |
(35,060) |
|
$ |
(26,096) |
|
$ |
(65,882) |
|
$ |
(51,004) |
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.23) |
|
$ |
(0.17) |
|
$ |
(0.44) |
|
$ |
(0.34) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
For the Three and Six Months Ended June 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
Net Loss |
|
$ |
(34,146) |
|
$ |
(25,182) |
|
$ |
(64,054) |
|
$ |
(49,176) |
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
(2,288) |
|
|
(879) |
|
|
1,104 |
|
|
(1,147) |
Unrealized pension actuarial gains (losses), net of tax |
|
|
256 |
|
|
626 |
|
|
32 |
|
|
223 |
Total other comprehensive loss, net of tax |
|
$ |
(36,178) |
|
$ |
(25,435) |
|
$ |
(62,918) |
|
$ |
(50,100) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Deficit
For the Six Months Ended June 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
Pension |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
Actuarial |
|
|
|
|
Total |
|||
|
|
Common Stock |
|
Preferred Stock |
|
Treasury Stock |
|
Additional |
|
Equity-Based |
|
Translation |
|
Losses, |
|
Accumulated |
|
Stockholders' |
|||||||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid in Capital |
|
Compensation |
|
Adjustment |
|
net of tax |
|
Deficit |
|
Deficit |
|||||||||
Balances at January 1, 2018 |
|
150,529,151 |
|
$ |
15 |
|
6,194,233 |
|
$ |
1 |
|
49,300 |
|
$ |
(249) |
|
$ |
482,018 |
|
$ |
34,085 |
|
$ |
(194) |
|
$ |
(11,054) |
|
$ |
(514,628) |
|
$ |
(10,006) |
Implementation of ASU 2014-09 (Note 4) |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,419) |
|
|
(1,419) |
Net loss January 1, 2018 to March 31, 2018 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(23,994) |
|
|
(23,994) |
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
959 |
|
|
— |
|
|
— |
|
|
— |
|
|
959 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(268) |
|
|
— |
|
|
— |
|
|
(268) |
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(403) |
|
|
— |
|
|
(403) |
Preferred shares converted to common |
|
1,986,767 |
|
|
— |
|
(1,625,000) |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Balances at March 31, 2018 |
|
152,515,918 |
|
$ |
15 |
|
4,569,233 |
|
|
1 |
|
49,300 |
|
$ |
(249) |
|
$ |
482,018 |
|
$ |
35,044 |
|
$ |
(462) |
|
$ |
(11,457) |
|
$ |
(540,041) |
|
$ |
(35,131) |
Net loss April 1, 2018 to June 30, 2018 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,182) |
|
|
(25,182) |
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,936 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,936 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(879) |
|
|
— |
|
|
— |
|
|
(879) |
Shares repurchased |
|
(768,693) |
|
|
— |
|
— |
|
|
— |
|
768,693 |
|
|
(3,479) |
|
|
— |
|
|
— |
|
|
— |
|
|
626 |
|
|
— |
|
|
(2,853) |
Balances at June 30, 2018 |
|
151,747,225 |
|
$ |
15 |
|
4,569,233 |
|
|
1 |
|
817,993 |
|
$ |
(3,728) |
|
$ |
482,018 |
|
$ |
36,980 |
|
$ |
(1,341) |
|
$ |
(10,831) |
|
$ |
(565,222) |
|
$ |
(62,108) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
Pension |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
Actuarial |
|
|
|
|
Total |
|||
|
|
Common Stock |
|
Preferred Stock |
|
Treasury Stock |
|
Additional |
|
Equity-Based |
|
Translation |
|
Losses, |
|
Accumulated |
|
Stockholders' |
|||||||||||||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid in Capital |
|
Compensation |
|
Adjustment |
|
net of tax |
|
Deficit |
|
Deficit |
|||||||||
Balances at January 1, 2019 |
|
150,142,955 |
|
$ |
15 |
|
4,569,233 |
|
$ |
1 |
|
2,549,185 |
|
$ |
(10,342) |
|
$ |
482,018 |
|
$ |
41,731 |
|
$ |
(6,565) |
|
$ |
(9,301) |
|
$ |
(678,563) |
|
$ |
(181,006) |
Net loss January 1, 2019 to March 31, 2019 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(29,907) |
|
|
(29,907) |
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
2,798 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,798 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,392 |
|
|
— |
|
|
— |
|
|
3,392 |
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(224) |
|
|
— |
|
|
(224) |
Balances at March 31, 2019 |
|
150,142,955 |
|
|
15 |
|
4,569,233 |
|
|
1 |
|
2,549,185 |
|
|
(10,342) |
|
|
482,018 |
|
|
44,529 |
|
|
(3,173) |
|
|
(9,525) |
|
|
(708,470) |
|
|
(204,947) |
Net loss April 1, 2019 to June 30, 2019 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(34,146) |
|
|
(34,146) |
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
2,661 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,661 |
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,288) |
|
|
— |
|
|
— |
|
|
(2,288) |
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
256 |
|
|
— |
|
|
256 |
RSU's vested |
|
102,092 |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Shares repurchased |
|
(237,962) |
|
|
— |
|
— |
|
|
— |
|
237,962 |
|
|
(607) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(607) |
Balances at June 30, 2019 |
|
150,007,085 |
|
$ |
15 |
|
4,569,233 |
|
$ |
1 |
|
2,787,147 |
|
$ |
(10,949) |
|
$ |
482,018 |
|
$ |
47,190 |
|
$ |
(5,461) |
|
$ |
(9,269) |
|
$ |
(742,616) |
|
$ |
(239,071) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
For the Six Months Ended June 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
|
|
Six Months Ended June 30, |
|
||||
|
|
2019 |
|
2018 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
|
Net loss |
|
$ |
(64,054) |
|
$ |
(49,176) |
|
Adjustments to reconcile net loss |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
55,211 |
|
|
74,386 |
|
Original issue discount and debt issuance cost amortization |
|
|
5,749 |
|
|
5,272 |
|
Debt modification and extinguishment costs |
|
|
1,049 |
|
|
— |
|
Provision for doubtful accounts |
|
|
3,334 |
|
|
1,857 |
|
Deferred income tax provision |
|
|
4,623 |
|
|
705 |
|
Share-based compensation expense |
|
|
5,459 |
|
|
2,895 |
|
Foreign currency remeasurement |
|
|
288 |
|
|
(1,156) |
|
Loss (gain) on sale of assets |
|
|
(10) |
|
|
1,340 |
|
Fair value adjustment for interest rate swap |
|
|
4,385 |
|
|
(4,675) |
|
Change in operating assets and liabilities, net of effect from acquisitions |
|
|
|
|
|
|
|
Accounts receivable |
|
|
624 |
|
|
(19,813) |
|
Prepaid expenses and other assets |
|
|
1,260 |
|
|
(1,603) |
|
Accounts payable and accrued liabilities |
|
|
(14,991) |
|
|
40,677 |
|
Related party payables |
|
|
(7,703) |
|
|
(2,458) |
|
Net cash provided by (used) in operating activities |
|
|
(4,776) |
|
|
48,251 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
|
(9,072) |
|
|
(10,244) |
|
Additions to internally developed software |
|
|
(4,007) |
|
|
(2,115) |
|
Additions to outsourcing contract costs |
|
|
(10,440) |
|
|
(3,695) |
|