UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 |
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001-36788 |
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47-1347291 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
2701 E. Grauwyler Rd. |
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75061 |
(Address of principal executive offices) |
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(Zip Code) |
Companys 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
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Emerging growth company |
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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. |
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K/A (Amendment No. 1) of Exela Technologies, Inc. (the Company) is being filed to amend the Companys Current Report on Form 8-K originally filed with the Securities and Exchange Commission (the SEC) on May 10, 2018 (the Original Report). To correct a scriveners error in the presentation of net loss per share in the press release contained in Exhibit 99.1 to the Original Report, the Company issued a CORRECTING and REPLACING press release on May 11, 2018. For the convenience of the reader, this Amendment No. 1 contains the correcting and replacing press release as Exhibit 99.1 and restates the remainder of the Original Report.
Item 2.02 Results of Operation and Financial Condition.
On May 11, 2018 the Company issued a corrected 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/A (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.
Item 8.01 Other Events.
Item 7.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Exhibit Description |
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99.1* |
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99.2* |
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* Furnished herewith
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 11, 2018
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EXELA TECHNOLOGIES, INC. |
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By: |
/s/ James G. Reynolds | |
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Name: James G. Reynolds | |
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Title: Chief Financial Officer | |
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Contact: Jim Mathias
E: ir@exelatech.com
W: investors.exelatech.com
T: +1 972-821-5808
CORRECTING and REPLACING 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
In Consolidated Statements of Income, Net Loss Per Share for the three months ended March 31, 2018 and the three months ended March 31, 2017 should read: (0.16) and (0.24), respectively, instead of (1.64) and (2.45), respectively.
The corrected release reads:
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 11, 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 Exelas 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.
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 Companys cost savings initiatives, partially offset by ramp-up costs associated with new ITPS client contracts, investments in the Companys 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 Companys cost savings initiatives, partially offset by ramp-up costs associated with new ITPS client contracts, investments in the Companys 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 Companys share buyback program totaled 186,205. Company anticipates continuing to be opportunistic in purchasing of shares under the current buyback program; particularly given the Companys view that shares are undervalued at current levels.
Balance Sheet and Liquidity
· Balance Sheet and Liquidity: At March 31, 2018, Exelas 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
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 Companys 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.
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 worlds 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 Companys 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
subject to a number of risks and uncertainties regarding Exelas 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 Exelas 10K dated March 16, 2018 filed with the Securities and Exchange Commission (SEC). In addition, forward-looking statements provide Exelas 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 Exelas assessments to change. These forward-looking statements should not be relied upon as representing Exelas assessments as of any date subsequent to the date of this presentation.
Exela Technologies
Condensed Consolidated Balance Sheet (Unaudited)
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March 31, |
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December 31, |
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2018 |
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2017 |
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(Unaudited) |
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Assets |
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|
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Current assets |
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|
|
|
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Cash and cash equivalents |
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$ |
26,882 |
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$ |
39,000 |
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Restricted cash |
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12,549 |
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42,489 |
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Accounts receivable, net of allowance for doubtful accounts of $4,077 and $3,725, respectively |
|
238,680 |
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229,704 |
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Inventories, net |
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13,519 |
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11,922 |
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Prepaid expenses and other current assets |
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27,456 |
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24,596 |
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Current deferred tax asset |
|
64 |
|
|
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Total current assets |
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319,150 |
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347,711 |
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Property, plant and equipment, net |
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132,870 |
|
132,908 |
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Goodwill |
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747,325 |
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747,325 |
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Intangible assets, net |
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438,929 |
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464,984 |
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Deferred income tax assets |
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9,171 |
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9,019 |
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Other noncurrent assets |
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18,490 |
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12,891 |
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Total assets |
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$ |
1,665,935 |
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$ |
1,714,838 |
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Liabilities and Stockholders Deficit |
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|
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Liabilities |
|
|
|
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Current Liabilities |
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|
|
|
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Accounts payable |
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$ |
77,194 |
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$ |
81,263 |
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Related party payables |
|
14,172 |
|
14,445 |
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Income tax payable |
|
6,967 |
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3,612 |
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Accrued liabilities |
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31,805 |
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49,383 |
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Accrued compensation and benefits |
|
49,738 |
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46,925 |
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Accrued Interest |
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23,795 |
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55,102 |
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Customer deposits |
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36,542 |
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31,656 |
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Deferred revenue |
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15,933 |
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12,709 |
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Obligation for claim payment |
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56,554 |
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42,489 |
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Current portion of capital lease obligations |
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14,785 |
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15,611 |
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Current portion of long-term debt |
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21,170 |
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20,565 |
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Total current liabilities |
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348,655 |
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373,760 |
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Long-term debt, net of current maturities |
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1,277,029 |
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1,276,094 |
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Capital lease obligations, net of current maturities |
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26,474 |
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25,958 |
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Pension liability |
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26,081 |
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25,496 |
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Deferred income tax liabilities |
|
5,478 |
|
5,362 |
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Long-term income tax liability |
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3,470 |
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3,470 |
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Other long-term liabilities |
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13,879 |
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14,704 |
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Total liabilities |
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1,701,066 |
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1,724,844 |
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Commitements and Contingencies (Note 9) |
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|
|
|
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Stockholders deficit |
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|
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|
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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 |
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15 |
|
15 |
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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 |
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Additional paid in capital |
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482,018 |
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482,018 |
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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 |
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34,085 |
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Accumulated deficit |
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(540,041 |
) |
(514,628 |
) | ||
Accumulated other comprehensive loss: |
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|
|
|
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Foreign currency translation adjustment |
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(462 |
) |
(194 |
) | ||
Unrealized pension actuarial losses, net of tax |
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(11,457 |
) |
(11,054 |
) | ||
Total accumulated other comprehensive loss |
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(11,919 |
) |
(11,248 |
) | ||
Total stockholders deficit |
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(35,131 |
) |
(10,006 |
) | ||
Total liabilities and stockholders deficit |
|
$ |
1,665,935 |
|
$ |
1,714,838 |
|
Exela Technologies
Condensed Consolidated Statements of Income (Loss) (Unaudited)
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Three Months ended March 31, |
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2018 |
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2017 |
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Revenue |
|
$ |
393,167 |
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$ |
218,260 |
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Cost of revenue (exclusive of depreciation and amortization) |
|
293,792 |
|
143,708 |
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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 |
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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 |
|
(0.16 |
) |
(0.24 |
) |
Exela Technologies
Condensed Consolidated Statements of Cash Flows (Unaudited)
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Three Months ended March 31, |
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|
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2018 |
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2017 |
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Cash flows from operating activities |
|
|
|
|
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Net loss |
|
$ |
(23,994 |
) |
$ |
(15,681 |
) |
Adjustments to reconcile net loss |
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|
|
|
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Depreciation and amortization |
|
38,019 |
|
21,320 |
| ||
Original issue discount and debt issuance cost amortization |
|
2,595 |
|
3,474 |
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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 |
| ||
|
|
|
|
|
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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 |
|
Exela Technologies
Schedule 1: Pro Forma First Quarter 2017 vs. First Quarter 2018 Financial Performance
($ in millions) |
|
Q1 2018 |
|
Pro forma |
|
% 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 $1.0 Billion Senior Secured Notes.
Exela Technologies
Schedule 3: Adjusted EBITDA Reconciliation Fourth Quarter 2017 vs. First Quarter 2018
|
|
As Reported |
| ||||
($ 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 |
|
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 |
|
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 Exelas 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 Exelas Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 16, 2018. In addition, forward-looking statements provide Exelas 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 Exelas assessments to change. These forward-looking statements should not be relied upon as representing Exelas 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 Exelas 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 Exelas 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.
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
Ron Cogburn Chief Executive Officer Q1 2018 Earnings presentation
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
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.
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
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 worlds 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
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
Jim Reynolds Chief Financial Officer Q1 2018 Financial Performance & Strategy 10
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 NOLS AND CASH TAXES OF $1.1 MILLION IN Q1 2018 The company has not forecasted net income/(loss) on a forward-looking basis due to the high variability and difficulty in predicting certain items that affect GAAP net income/(loss) including, income tax expense, stock-based compensation expense. Adjusted EBITDA should not be used to predict net income/(loss) as the difference between the two measures is variable. Q1 2018 Revenue growth is compared to pro forma Q1 2017 revenue. A reconciliation of pro forma Q1 2017 revenue is available on slide 24. See Q1 2017 Adjusted EBITDA reconciliation for additional detail on slide 23. INCREASING 2018 REVENUE AND ADJUSTED EBITDA GUIDANCE(1) BACKED BY STRONG Q1 2018 RESULTS
12 Q1 2018 vs. pro forma Q1 2017 and Q4 2017 performance A Revenue ITPS revenue grew 11.6% year-over-over year was driven primarily by increased volumes and expansion of services within new and existing customers. Sequential growth in industry verticals was driven by strength in banking and financial services, commercial, tech and manufacturing. HS revenue in-line with expectations due to sequential decline in volumes and typical seasonality. LLPS revenue is event driven and was in-line with expectations and reflects the sale of non-core asset. (1) Pro Forma Q1 2017 revenue reconciliation available on slide 24. (1) REVENUE GREW 8.7% ON A PRO FORMA YEAR-OVER-YEAR BASIS, AND 1.8% SEQUENTIALLY. ($ 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%
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) ($58.7)
14 E Optimization and restructuring expenses increased investment in business optimization and restructuring expenses during the first quarter in order to deliver on savings initiatives. F Non-cash charges Q1 2018 gain due to interest rate hedge; pro forma Q1 2017 had an add-back for oversight and management which were eliminated as part of the business combination. (1) Q1 2018 and Q4 2017 Adjusted EBITDA reconciliations available on slide 20. Pro Forma Adjusted EBITDA Q1 2017 reconciliation available on slide 23. (2) Q1 2018 vs. pro forma Q1 2017 and Q4 2017 performance ADJUSTED EBITDA GREW 10.9% BOTH ON A PRO FORMA YEAR-OVER-YEAR AND A SEQUENTIAL BASIS. ADJUSTED EBITDA MARGIN IMPROVED BY 40 BASIS POINTS ON A YEAR OVER YEAR BASIS. (1) ($ 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%
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) $304.4 Further adjusted free cash flow conversion rate (3) 87.8%
($ 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 COMPANYS VIEW THAT SHARES ARE UNDERVALUED AT CURRENT LEVELS. Capital structure and other highlights as of March 31, 2018 16 Proprietary & Confidential
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 NOLs. Other items 17
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.
Conclusions and Q&A Reconciliations 19
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
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)
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
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)
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) ($25.4) Q1 2017 (1)
SG&A including related party expense - pro forma Q1 2017 25 AS REVENUE GROWS, SG&A CONTINUES TO DECLINE : DOWN 14.0% ON A YOY BASIS AND DOWN 6.6% ON A SEQUENTIAL BASIS ($ 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
Q1 2018 EARNINGS PRESENTATION May 10, 2018 NASDAQ: XELA