美國
證券和交易委員會
華盛頓特區20549
表格
截至季度結束日期的財務報告
或者
過渡期從 到
委員會文件編號：001-38851
（依據其憲章指定的註冊名稱）
(或其他司法管轄區的州 | （IRS僱主 |
（總部地址） | (郵政編碼) |
註冊人電話號碼，包括區號：(
根據法案第12(b)條註冊的證券： | ||
每種類別的證券 | 交易標的 | 名稱爲每個註冊的交易所: |
串聯優先股，每股面值$0.0001 |
請勾選是否符合以下條款：（1）在過去的12個月中（或註冊人需要提交這些報告的較短時間內），已按照1934年證券交易法第13或15(d)條款的規定完成了提交所有要求提交的報告；（2）在過去的90天內一直符合提交的要求。
請在以下方框內打勾：公司是否已電子提交了在過去的12個月內（或者在公司需要提交此類文件的較短時期內）根據規則405 of Regulation S-T(232.405章節)所要求提交的每一個互動數據文件。
請勾選註冊者是大型加速文件提交者、加速文件提交者、非加速文件提交者、小型報告公司還是新興增長公司。請參見《證交易法》規則120億.2 中「大型加速文件提交者」、「加速文件提交者」、「小型報告公司」和「新興增長公司」的定義。
大型加速歸檔者 ☐ | 加速歸檔者 ☐ |
較小的報告公司 | |
新興成長型公司 |
如果申請人是新興成長公司，請用複選標記表示申請人是否選擇不使用根據交易所法案第13(a)條提供的遵守任何新的或修訂的財務會計準則的擴展過渡期。☐
請使用覈對標記指示註冊公司是否爲交易所法規120億.2中定義的空殼公司。是
截至2024年11月13日，註冊者已有
exela technologies公司及子公司
彙編的綜合資產負債表
截至2024年9月30日和2023年12月31日
（以千美元計，除股票和每股金額外）
九月30日 | 12月31日， | ||||||
2024 |
| 2023 | |||||
| （未經審計） |
| (已經審計) | ||||
資產 |
|
|
|
| |||
流動資產 |
|
|
|
| |||
現金及現金等價物 | $ | | $ | | |||
受限現金 |
| |
| | |||
應收賬款，減去2024年4月30日和2024年1月31日的信用損失準備，分別爲 | | | |||||
關聯方應收款和預付款 | | | |||||
淨存貨 | | | |||||
預付費用及其他流動資產 | | | |||||
待售處置群組的資產 | | — | |||||
總流動資產 |
| |
| | |||
減：累計折舊淨額爲 $5,350 的固定資產和設備 | | | |||||
經營租賃使用權資產，淨值 | | | |||||
商譽 | | | |||||
無形資產-淨額 | | | |||||
遞延所得稅資產 | | | |||||
其他非流動資產 |
| |
| | |||
總資產 | $ | | $ | | |||
負債和股東權益 |
|
|
|
| |||
負債 |
|
|
|
| |||
流動負債 | |||||||
長期債務的流動部分 | $ | | $ | | |||
應付賬款 | | | |||||
關聯方應付款 | | | |||||
應交所得稅 | | | |||||
應計負債 | | | |||||
應計補償和福利 | | | |||||
應計利息 | | | |||||
客戶存款 | | | |||||
遞延收入 | | | |||||
索賠支付的義務 | | | |||||
融資租賃負債的流動部分 | | | |||||
經營租賃負債流動部分 | | | |||||
可供出售處置群組的負債 | | — | |||||
總流動負債 |
| |
| | |||
長期負債淨額，除去流動負債到期日 | | | |||||
金融租賃負債，減去流動部分 | | | |||||
養老金責任，淨額 | | | |||||
遞延所得稅負債 | | | |||||
長期所得稅負債 | | | |||||
經營租賃負債，淨值超過流動資產 | | | |||||
其他長期負債 | | | |||||
總負債 | | | |||||
承諾和事項（注8） |
|
|
|
| |||
股東赤字 |
|
|
|
| |||
普通股，面值$ |
| |
| | |||
優先股，$0.0001 | |||||||
A輪優先股， | | | |||||
B輪優先股， | |||||||
股票認購應收款項。 |
| |
| | |||
累積赤字 |
| ( |
| ( | |||
其他全部權益方法積累的損失： | |||||||
外幣匯兌調整 | ( | ( | |||||
未實現的養老金精算增益（損失），稅後 | | ( | |||||
其他綜合損益累計額 | ( | ( | |||||
歸屬於exela technologies，Inc.的股東赤字合計 | ( | ( | |||||
XBP歐洲的非控制權益 | ( | ( | |||||
股東赤字總額 |
| ( |
| ( | |||
負債總額和股東權益虧損總額 | $ | | $ | | |||
附帶的說明是這些簡明合併財務報表不可或缺的一部分。
1
exela technologies公司及其子公司
簡明合併利潤表
截至2024年9月30日和2023年9月30日的前三個月和前九個月
（以千美元計，除股票和每股金額外）
（未經審計）
三個月截至9月30日 | 九個月截至9月30日 | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
營業收入 | $ | | $ | | $ | | $ | | ||||
營業成本（不包括折舊和攤銷） |
| |
| |
| |
| | ||||
銷售、一般及管理費用（不包括折舊及攤銷） | | | | | ||||||||
折舊和攤銷 | | | | | ||||||||
商譽減值 | | — | | — | ||||||||
關聯方費用 | | | | | ||||||||
營業利潤 | | | | | ||||||||
其他費用（收益），淨額: | ||||||||||||
利息費用，淨額 | | | | | ||||||||
債務修改和熄滅成本（收益），淨 | | ( | | ( | ||||||||
Sundry expense, net | | | | | ||||||||
其他收入，淨額 | ( | ( | ( | ( | ||||||||
稅前損失 | ( | ( | ( | ( | ||||||||
所得稅費用 | ( | ( | ( | ( | ||||||||
淨損失 | ( | ( | ( | ( | ||||||||
XBP歐洲的歸屬於非控股權益的淨損失，稅後淨額 | ( | — | ( | — | ||||||||
歸屬於exela technologies的淨虧損 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
A類優先股累計分紅 | ( | ( | ( | ( | ||||||||
B系列優先股累積分紅 | ( | ( | ( | ( | ||||||||
歸屬於普通股股東的淨損失 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
每股虧損: | ||||||||||||
基本和攤薄 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
附帶的說明是這些簡明合併財務報表不可或缺的一部分。
2
exela technologies及附屬公司
壓縮綜合損失陳述
截至2024年9月30日和2023年9月30日的前三個月和前九個月
（以千美元計，除股票和每股金額外）
（未經審計）
三個月截至9月30日 | 九個月截至9月30日 | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
淨損失 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
其他綜合收入（損失），扣除稅後 | ||||||||||||
外幣轉化調整 |
| ( |
| ( |
| ( |
| ( | ||||
未實現的養老金精算增益（損失），稅後淨額 |
| |
| |
| |
| ( | ||||
淨其他綜合虧損，淨額 | ( | ( | ( | ( | ||||||||
全面損失 | ( | ( | ( | ( | ||||||||
非控股權益在XBP歐洲的綜合損失，扣除稅後 | ( | — | ( | — | ||||||||
歸屬於exela technologies公司的綜合損失，稅後淨額 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
附帶的說明是這些簡明合併財務報表不可或缺的一部分。
3
Exela 科技公司及其子公司
簡明合併股東赤字表
在截至2024年9月30日和2023年9月30日的三個月和九個月中
（以千美元計，股份和每股金額除外）
（未經審計）
累積其他 | ||||||||||||||||||||||||||||||||||||
未實現 | ||||||||||||||||||||||||||||||||||||
國外 | 養老金 | |||||||||||||||||||||||||||||||||||
貨幣 | 精算 | 總計 | ||||||||||||||||||||||||||||||||||
普通股 | A 系列優先股 | b 系列優先股 | 國庫股 | 額外 | 翻譯 | 損失， | 累積 | 股東 | ||||||||||||||||||||||||||||
| 股票 |
| 金額 |
| 股票 |
| 金額 |
| 股票 |
| 金額 |
| 股票 |
| 金額 |
| 以資本支付 |
| 調整 |
| 扣除稅款 |
| 赤字 |
| 赤字 | |||||||||||
截至2023年1月1日的餘額 | | $ | | | $ | | | $ | — | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||
淨虧損 | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||
基於股權的薪酬支出 | — | — | — | — | — | — | — | — | | — | — | — | | |||||||||||||||||||||||
外幣折算調整 | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
已實現的養老金精算虧損淨額，扣除稅款 | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||
扣除發行成本後，通過市場發行普通股 | | | — | — | — | — | — | — | | — | — | — | | |||||||||||||||||||||||
截至2023年3月31日的餘額 | | $ | | | $ | | | $ | — | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||
淨虧損 | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||
基於股權的薪酬支出 | — | — | — | — | — | — | — | — | | — | — | — | | |||||||||||||||||||||||
外幣折算調整 | — | — | — | — | — | — | — | — | — | | — | — | | |||||||||||||||||||||||
已實現的養老金精算損失淨額，扣除稅款 | — | — | — | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||
2023 年 5 月支付反向股票拆分的部分股票 | ( | — | — | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||
截至2023年6月30日的餘額 | | $ | | | $ | | | $ | — | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||
淨虧損 | — | — | — | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||
基於股權的薪酬 | — | — | — | — | — | — | — | — | | — | — | — | | |||||||||||||||||||||||
外幣折算調整 | — | — | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
已實現的養老金精算收益淨額，扣除稅款 | — | — | — | — | — | — | — | — | — | — | | — | | |||||||||||||||||||||||
美國國庫股票退休 | ( | | ( | — | ||||||||||||||||||||||||||||||||
截至2023年9月30日的餘額 | | $ | | | $ | | | $ | — | — | $ | — | $ | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||
隨附的附註是這些簡明合併財務報表的組成部分。
4
exela technologies公司及其子公司
股東赤字的簡明綜合財務報表
截至2024年9月30日和2023年9月30日的前三個月和前九個月
（以千美元計，除股票和每股金額外）
（未經審計）
累積其他 | |||||||||||||||||||||||||||||||||
未實現 | |||||||||||||||||||||||||||||||||
外匯 | 養老金 | ||||||||||||||||||||||||||||||||
貨幣 | 科學精算的 | 非 | 總計 | ||||||||||||||||||||||||||||||
普通股 | A類優先股 | B輪優先股 | 附加 | 累計折算差額(2) | 收益（損失）, | 累積 | 控股權 | 股東的 | |||||||||||||||||||||||||
| 股份 |
| 金額 |
| 股份 |
| 金額 |
| 股份 |
| 金額 | 註冊資本 |
| 調整 |
| 稅後 |
| 赤字 | 在XBP歐洲 |
| 赤字 | ||||||||||||
2024年1月1日餘額 | | $ | | | $ | | | $ | — | $ | | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||
淨損失 | — | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||
基於股權的薪酬費用 | — | — | — | — | — | — | | — | — | — | — | | |||||||||||||||||||||
外幣匯兌調整 | — | — | — | — | — | — | — | | — | — | | | |||||||||||||||||||||
淨實現的養老金精算收益，稅後 | — | — | — | — | — | — | — | — | | — | | | |||||||||||||||||||||
2024年3月31日的結餘 | | $ | | | $ | | | $ | — | $ | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | ||||||||||||
淨損失 | — | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||
基於股權的報酬支出 | — | — | — | — | — | — | | — | — | — | | | |||||||||||||||||||||
外幣兌換調整 | — | — | — | — | — | — | — | ( | — | — | | ( | |||||||||||||||||||||
稅後淨實現的養老金精算收益 | — | — | — | — | — | — | — | — | | — | | | |||||||||||||||||||||
已授予限制性股份單位 | | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||
2024年6月30日的餘額 | | $ | | | $ | | | $ | — | $ | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | ||||||||||||
淨損失 | — | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||
基於股權的補償 | — | — | — | — | — | — | | — | — | — | | | |||||||||||||||||||||
外幣匯兌調整 | — | — | — | — | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||
稅後淨實現養老金精算利得 | — | — | — | — | — | — | — | — | | — | | | |||||||||||||||||||||
2024年9月30日的餘額 | | $ | | | $ | | | $ | — | $ | | $ | ( | $ | | $ | ( | $ | ( | $ | ( | ||||||||||||
附帶的說明是這些簡明合併財務報表不可或缺的一部分。
5
exela technologies公司及其子公司
簡明的綜合現金流量表
截至2024年9月30日和2023年的九個月
（以千美元計，除股票和每股金額外）
（未經審計）
九個月截至9月30日 | ||||||||
| 2024 |
| 2023 | |||||
經營活動現金流量 | ||||||||
淨損失 | $ | ( | $ | ( | ||||
調整淨虧損與經營活動中使用的現金之間的差異 | ||||||||
折舊和攤銷 | | | ||||||
原始發行折扣、債務溢價和債務發行成本攤銷 | ( | | ||||||
BR Exar AR融資利息 | ( | ( | (1) | |||||
債務修改和解除損失（收益），淨值 | | ( | ||||||
商譽減值 | | — | ||||||
信用損失準備 | | | ||||||
遞延所得稅費用 | | | ||||||
基於股權的薪酬費用 | | | ||||||
未實現外匯（收益）損失 |
| |
| ( | ||||
資產出售收益 | ( | ( | ||||||
對XBP 歐洲私人warrants負債的公允價值調整 | ( | — | ||||||
經營性資產和負債的變動: |
|
| ||||||
應收賬款 |
| |
| | ||||
預付費用及其他流動資產 | ( | | ||||||
應付賬款及應計負債 | | | ||||||
關聯方應付款 | | | ||||||
外包合同成本的增加 | ( | ( | ||||||
用於經營活動的淨現金 |
| ( |
| ( | ||||
投資活動現金流量 |
|
|
|
| ||||
購買固定資產和設備 | ( | ( | ||||||
內部開發軟件的新增內容 | ( | ( | ||||||
資產出售收益 | | | ||||||
投資活動的淨現金流量(使用)/提供的淨現金流量 |
| ( |
| | ||||
籌資活動現金流量 |
|
|
|
| ||||
通過市場發行普通股所得收益 | — | | ||||||
現金支付的權益發行成本來自市場發行 | — | ( | ||||||
反向股票拆分的碎股支付 | — | ( | ||||||
基於保理安排和證券化設施的借款 | | | ||||||
根據保理安排和證券化設施的借款本金償還 | ( | ( | ||||||
債務發行成本支付 | ( | ( | ||||||
金融租賃義務的本金支付 | ( | ( | ||||||
來自BRCC循環貸款的借款 | — | | ||||||
2026年4月票據發行的收益 | | — | ||||||
其他貸款的借款 | | | (1) | |||||
用於償還債務的現金 | — | ( | ||||||
來自高級擔保定期貸款的收益 | — | | ||||||
第二留置權票據的收益 | — | | ||||||
第二留置權票據的償還 | ( | — | ||||||
在BR Exar AR設施下借款 | | | (1) | |||||
在BR Exar AR設施下還款 | ( | ( | (1) | |||||
BRCC定期貸款的還款 | — | ( | ||||||
高級擔保定期貸款、BRCC循環貸款和其他貸款的本金還款 |
| ( |
| ( | (1) | |||
籌資活動的淨現金流量(使用)/提供的淨現金流量 |
| ( |
| | ||||
匯率對現金、受限現金、現金等價物和包含在待售處置組資產中的現金的影響 | | ( | ||||||
現金、限制現金、現金等價物以及包含在待售處置組資產中的現金的淨（減少）增加 |
| ( |
| | ||||
現金、受限制現金、現金等價物以及包含在待售處置組中的現金 |
|
| ||||||
期初 | | | ||||||
期末 | $ | | $ | | ||||
補充現金流量數據: |
|
| ||||||
所得稅支付，減去收到的退稅 | $ | | $ | | ||||
支付的利息 | | | ||||||
非現金投資和融資活動： | ||||||||
通過使用權安排獲得的資產 | $ | | $ | | ||||
在2026年7月票據的基礎上發行2026年4月票據 | — | | ||||||
發行2026年4月到期的票據以置換2023年定期貸款 | — | | ||||||
通過發行PIK票據支付的應計PIK利息 | | | ||||||
豁免和同意費用添加到高級擔保定期貸款的未償餘額中 | | — | ||||||
爲資產收購而發行的 promissory note | | — | ||||||
應計資本支出 | | | ||||||
| (1) |
附註是這些簡明合併財務報表的組成部分.
6
exela technologies公司及其子公司
基本財務報表附註
(以千美元計，除股份和每股金額外，或另有說明) 備註）
（未經審計）
1. 一般
這些合併財務報表應與截至於2023年12月31日的合併財務報表附註一起閱讀，這些附註包含在exela technologies, inc.（「公司」或「Exela」）於2024年4月3日向證券交易委員會（「SEC」）提交的2023年年度報告（「2023年Form 10-K」）中，並在SEC網站http://www.sec.gov上可獲得。
附帶的合併財務報表及相關附註包括公司的帳戶、全資子公司以及XBP Europe Holdings, Inc.（「XBP 歐洲」），一家由公司控股的上市公司。附帶的合併財務報表是根據美國普遍接受的會計原則（「GAAP」）以及適用於臨時財務信息的1933年證券法（已修訂）下的Form 10-Q說明和S-X規則10-01編制的。因此，它們不包括GAAP要求的完整財務報表所需的所有信息和附註。這些會計原則要求公司使用影響報告資產、負債、收入和費用報告金額以及或有資產和負債披露的估計和假設。實際結果可能與公司的估計存在差異。
合併財務報表未經審計，但包括所有必要的調整（包括正常的例行調整），以公平陳述該期間的結果。臨時財務結果不一定代表任何其他臨時期間或財政年度可能預期的結果。
持續經營
公司有責任評估條件和/或事件是否對其能否在財務報表發佈後的一年內按時履行義務產生重大疑慮。管理層的評估最初並未考慮財務報表發佈時未完全實施的管理計劃可能帶來的減輕效果。
在進行此評估時，公司得出的結論是，以下條件對其作爲持續經營能力提出了實質性懷疑：
| ● | 歷史上淨虧損，包括 $ |
| ● | 截至2024年9月30日的九個月內淨運營現金流出 $ |
| ● | 截至2024年9月30日，存在流動資金赤字 $ |
| ● | 截至2024年9月30日，累計赤字 $ |
| ● | 2024年11月8日，納斯達克將公司的普通股除牌； |
| ● | 在2025年1月15日到期的2026年4月票據上支付利息的義務，金額約爲 $ |
| ● | 其他當前債務到期金額約爲 $ |
公司針對這種不確定性的計劃包括以下措施，以改善可用現金餘額、流動性或從運營中產生的現金：
| ● | 完成執行2024財政年度及以後確定的節省成本的流程；以及 |
| ● | 獲得新的融資資本和/或現有債務設施的再融資或重組。 |
7
However, the Company’s ability to execute its operational plans is uncertain and its ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, the Company’s performance and investor sentiment with respect to the Company and its industry. Should the Company be unable to execute on its plans it may need to consider restructuring. Due to the uncertainty associated with Management’s plans, the Company has determined that substantial doubt regarding its ability to continue as a going concern exists as of September 30, 2024. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As such, the condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
每股淨虧損
Earnings per share (「EPS」) is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method and the if-converted method in the period of earnings. The two class method is an earnings allocation method that determines earnings per share (when there are earnings) for common stock and participating securities. The if-converted method assumes all convertible securities are converted into common stock. Diluted EPS excludes all dilutive potential shares of common stock if their effect is anti-dilutive.
As the Company experienced net losses for the periods presented, the impact of the Company’s Series A Perpetual Convertible Preferred Stock (「Series A Preferred Stock」) and Series b Cumulative Convertible Perpetual Preferred Stock (the 「Series b Preferred Stock」), was calculated using the if-converted method. As of September 30, 2024, the outstanding shares of the Company’s Series A Preferred Stock and Series b Preferred Stock, if converted would have resulted in an additional
同樣，公司也未包含
三個月截至9月30日 | 九個月截至9月30日 | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
歸屬於普通股股東的淨虧損（A） | $ | ( | $ | ( | $ | ( | $ | ( | ||||
普通股加權平均已發行股份-基本和攤薄（B） | | | | | ||||||||
每股虧損: | ||||||||||||
基本和攤薄(A/B) | ( | ( | ( | ( | ||||||||
8
合併協議
2022年10月9日，公司簽訂了最終合併協議，將其歐洲業務與特殊目的收購公司CF Acquisition Corp. VIII（「CFFE」）合併，成立一家新的上市公司XBP歐洲控股有限公司（「XBP Europe」），該公司是ITPS板塊（定義見附註3 — 重要會計政策）。根據公認會計原則，業務合併計爲反向資本化。根據這種會計方法，就財務報告而言，CFFE被視爲 「被收購」 的公司，而XBP Europe作爲CFFE的直接全資子公司得以倖存。
2023年11月29日交易完成後，該公司的歐洲業務以XBP歐洲的名義運營，該公司擁有
出售非核心資產
2023年6月8日，該公司完成了對高速掃描儀業務的出售，該業務是其ITPS細分市場的一部分（定義見附註3 — 重要會計政策)，購買價格約爲 $
待售
在所有歸類爲待售的相關標準均得到滿足期間，公司將資產歸類爲待售資產（「處置組」）。這些標準包括管理層承諾以目前的狀態出售處置集團，以及認爲出售可能在一年內完成。持有待售資產按賬面價值或估計公允價值減去出售成本的較低值列報。處置集團的公允價值是使用公認的估值技術（包括指示性上市價格）估算的。公司會考慮歷史經驗、從第三方獲得的指導以及估算時可用的所有信息，得出公允價值。計量造成的任何損失將在滿足待售標準的時期內予以確認。只要新的賬面價值不超過處置組的初始賬面價值，公司就會評估處置集團的公允價值減去任何出售成本，並在每個報告期內將其歸類爲待售處置集團賬面價值的調整，並將任何後續變化報告爲處置集團賬面價值的調整。持有待售資產不攤銷或折舊。
截至2024年9月30日，XBP Europe的某些按需印刷業務符合待售的分類標準，因此按賬面價值計量，因爲其賬面價值低於其估計的公允價值減去銷售成本。公司記錄的商譽減值費用爲美元
9
截至2024年9月30日，在公司的簡明綜合資產負債表中，一次性集團的資產和負債被歸類爲流動資產，因爲有可能在一年內發生交易。以下表格列出了作爲2024年9月30日簡明綜合資產負債表中可供出售類別的主要資產和負債。
九月30日 | |||
| 2024 | ||
資產 |
|
| |
流動資產 |
|
| |
現金及現金等價物 | $ | | |
應收賬款，減去2024年4月30日和2024年1月31日的信用損失準備，分別爲 |
| | |
淨存貨 |
| | |
預付費用及其他流動資產 |
| | |
減：累計折舊淨額爲 $5,350 的固定資產和設備 | | ||
經營租賃使用權資產，淨值 |
| | |
處置組持有待售資產的總資產 | $ | | |
負債 |
|
| |
流動負債 |
|
| |
應付賬款 | $ | | |
應計負債 |
| | |
應計補償和福利 |
| | |
客戶存款 |
| | |
融資租賃負債的流動部分 |
| | |
經營租賃負債流動部分 |
| | |
待售處置組的總負債 | $ | | |
放棄潛在的拆分
2024年7月1日，公司宣佈其董事會已授權公司考慮拆分其全資子公司exela technologies BPA，LLC（公司的業務流程自動化業務的控股公司，包括我們的HS和LLPS板塊以及我們ITPS板塊的部分，與其所有子公司一起，統稱「BPA業務」）。然而，公司現已放棄了這項拆分計劃。
2. 新會計準則
最近採用的會計準則
自2024年1月1日起，公司採納了會計準則更新（「ASU」）2023-01， 租賃（第842主題）：共同控制安排 該準則澄清了與共同控制租賃相關的租賃改良的會計處理，要求與共同控制租賃相關的租賃改良應該由承租人在租賃改良的有用壽命期間分期攤銷給共同控制集團（無論租賃期限如何），只要承租人通過租賃控制基礎資產的使用。此外，與共同控制租賃相關的租賃改良應該作爲在承租人不再控制基礎資產使用時，通過對股權的調整而在共同控制的實體之間進行的轉移進行會計處理。採納對公司的合併業務結果，現金流量，財務狀況或披露沒有影響。
最近發佈的會計聲明
2023年11月，美國財務會計準則委員會（「FASB」）發佈了《美國財務會計準則公告》，擴大了增量業務部門信息的披露要求。新指南適用於2023年12月15日後開始的財政年度和2024年12月15日後開始的財政年度的中期期間，允許提前採納。公司正在評估在2025財年採用時對其合併財務報表的影響，但不希望其影響很大。 分部報告（主題 280）：報告服務部門（主題 280）變更披露方式，通過升級對意義重大的分部費用的披露來改進分部報告披露要求。該準則適用於 2023 年 12 月 15 日之後的財年和 2024 年 12 月 15 日之後的財年間隔期。該準則必須適用於財務報表中呈現的所有期間的追溯。該公司目前正在評估該標準對合並財務報表的影響。，該要求在年度和中期基礎上回顧性披露重要板塊費用和其他板塊項目。此外，還要求披露
10
of the title and position of the Chief Operating Decision Maker (“CODM”). This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements.
In November 2024, the FASB issued ASC 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that adopting this standard will have on its consolidated financial statements.
3. Significant Accounting Policies
The information presented below supplements the Significant Accounting Policies information presented in the 2023 Form 10-K.
Revenue Recognition
The Company accounts for revenue by first evaluating whether a performance obligation exists. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of the Company’s material sources of revenue are derived from contracts with customers, primarily relating to the provision of business and transaction processing services within each of the Company’s segments. The Company does not have any significant extended payment terms, as payment is received shortly after goods are delivered or services are provided.
Nature of Services
The Company’s primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services, but that are substantially the same, and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. The Company’s obligation to its customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. The Company allocates variable fees to the single performance obligation charged to the distinct service period in which the Company has the contractual right to bill under the contract.
Disaggregation of Revenues
The Company is organized into
11
Three Months Ended September 30, | ||||||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||||||
ITPS |
| HS |
| LLPS |
| Total |
| ITPS |
| HS |
| LLPS |
| Total | ||||||||||
U.S.A. |
| $ | | $ | | $ | | $ | | $ | | $ | | $ | |
| $ | | ||||||
EMEA |
| |
| — |
| — |
| |
| |
| — |
| — |
| | ||||||||
Other |
| |
| — |
| — |
| |
| |
| — |
| — |
| | ||||||||
Total |
| $ | | $ | | $ | | $ | | $ | | $ | |
| $ | |
| $ | | |||||
Nine Months Ended September 30, | ||||||||||||||||||||||||
2024 | 2023 | |||||||||||||||||||||||
| ITPS |
| HS |
| LLPS |
| Total |
| ITPS |
| HS |
| LLPS |
| Total | |||||||||
U.S.A. |
| $ | | $ | | $ | | $ | | $ | | $ | | $ | |
| $ | | ||||||
EMEA |
| |
| — |
| — |
| |
| |
| — |
| — |
| | ||||||||
Other |
| |
| — |
| — |
| |
| |
| — |
| — |
| | ||||||||
Total |
| $ | | $ | | $ | | $ | | $ | | $ | |
| $ | |
| $ | | |||||
Contract Balances
The following table presents contract assets, contract liabilities and contract costs recognized at September 30, 2024, December 31, 2023 and January 1, 2023:
| September 30, |
| December 31, |
| January 1, | ||||
2024 | 2023 | 2023 | |||||||
Accounts receivable, net | $ | | $ | | $ | | |||
Deferred revenues |
| |
| |
| | |||
Customer deposits |
| |
| |
| | |||
Costs to obtain and fulfill a contract | | | | ||||||
The following table describes the changes in the allowance for expected credit losses for the nine months ended September 30, 2024 (all related to accounts receivables):
Balance at January 1, 2024 of the allowance for expected credit losses | $ | |
Provision for expected loss | | |
Write-off charged against the allowance | ( | |
Recoveries collected | ( | |
Foreign currency exchange rate adjustment | | |
Allowance for expected credit losses included in assets of disposal group held for sale | ( | |
Balance at September 30, 2024 of the allowance for expected credit losses | $ | |
Accounts receivable, net includes $
Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where the Company received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. The Company recognized revenue of $
12
Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight-line basis over the estimated benefit period. The Company recognized $
Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed.
Performance Obligations
At the inception of each contract, the Company assesses the goods and services promised in its contracts and identify each distinct performance obligation. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of the Company’s business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes.
Certain of the Company’s contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company estimates its expected costs of satisfying a performance obligation and add an appropriate margin for that distinct good or service. The Company also uses the adjusted market approach whereby it estimates the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of the Company’s software implementation performance obligations are satisfied at a point in time, typically when customer acceptance is obtained.
When evaluating the transaction price, the Company analyzes, on a contract-by-contract basis, all applicable variable consideration. The nature of the Company’s contracts gives rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. The Company estimates these amounts based on the expected amount to be provided to customers and reduce revenues recognized. The Company does not anticipate significant changes to its estimates of variable consideration.
The Company includes reimbursements from customers, such as postage costs, in revenue, while the related costs are included in cost of revenue.
13
Transaction Price Allocated to the Remaining Performance Obligations
In accordance with optional exemptions available under GAAP, the Company does not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of
Estimated Remaining Fixed Consideration for Unsatisfied | |||
| |||
Remainder of 2024 | $ | | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 and thereafter |
| | |
Total |
| $ | |
4. Intangible Assets and Goodwill
Intangible Assets
Intangible assets are stated at cost or acquisition-date fair value less accumulated amortization and consists of the following:
September 30, 2024 | ||||||||||
Gross Carrying | Accumulated | Intangible | ||||||||
|
| Amount (a) |
| Amortization |
| Asset, net | ||||
Customer relationships | $ | | $ | ( | $ | | ||||
Developed technology | | ( | | |||||||
Trade names (b) | | — | | |||||||
Outsource contract costs | | ( | | |||||||
Internally developed software | | ( | | |||||||
Purchased software | | ( | | |||||||
Intangibles, net | $ | | $ | ( | $ | | ||||
December 31, 2023 | ||||||||||
Gross Carrying | Accumulated | Intangible | ||||||||
|
| Amount (a) |
| Amortization |
| Asset, net | ||||
Customer relationships | $ | | $ | ( | $ | | ||||
Developed technology | | ( | | |||||||
Patent | | ( | | |||||||
Trade names (b) | | — | | |||||||
Outsource contract costs | | ( | | |||||||
Internally developed software | | ( | | |||||||
Purchased software | | ( | | |||||||
Intangibles, net | $ | | $ | ( | $ | | ||||
| (a) | Amounts include intangible assets acquired in business combinations and asset acquisitions. |
| (b) | The carrying amount of trade names for 2024 and 2023 is net of accumulated impairment losses of $ |
14
Aggregate amortization expense related to intangible assets was $
Estimated intangibles amortization expense for the next five years and thereafter consists of the following:
Estimated | |||
Amortization | |||
| Expense | ||
Remainder of 2024 | $ | | |
2025 | | ||
2026 | | ||
2027 | | ||
2028 | | ||
2029 and thereafter | | ||
Total | $ | | |
Goodwill
The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with customers. The Company is organized into
Goodwill by reporting segment consists of the following:
| Balances as at January 1, 2024 (a) | Additions | Deletions | Impairments | Currency Translation Adjustments | Balances as at September 30, 2024 (a) | ||||||||||||
ITPS | $ | | $ | — | $ | — | $ | ( | (c) | $ | | $ | | |||||
HS | | — | — | — | — | | ||||||||||||
LLPS | | — | — | — | — | | ||||||||||||
Total | $ | | $ | — | $ | — | $ | ( | $ | | $ | | ||||||
| Balances as at January 1, 2023 (a) | Additions | Deletions | Impairments | Currency Translation Adjustments | Balances as at December 31, 2023 (a) | ||||||||||||
ITPS | $ | | $ | — | $ | ( | (b) | $ | — | $ | | $ | | |||||
HS | | — | — | — | — | | ||||||||||||
LLPS | | — | — | — | — | | ||||||||||||
Total | $ | | $ | — | $ | ( | $ | — | $ | | $ | | ||||||
| (a) | The goodwill amount for all periods presented is net of accumulated impairment amounts. Accumulated impairment relating to ITPS was $ |
| (b) | The deletion in goodwill is due to derecognition of allocated goodwill on sale of the high-speed scanner business in the second quarter of 2023. Refer to Note 1—General. |
| (c) | The impairment in goodwill is due to held for sale classification as discussed in Note 1 above in the third quarter of 2024. Refer to Note 1—General. |
15
5. Long-Term Debt and Credit Facilities
July 2026 Notes
As of January 1, 2023, there was outstanding $
On July 11, 2023, the Issuers, certain guarantors and U.S. Bank Trust Company, National Association, as trustee, entered into an indenture (the “April 2026 Notes Indenture”) governing the
On July 11, 2023, the Company entered into a seventh supplemental indenture to the indenture governing the July 2026 Notes which eliminated substantially all of the restrictive covenants, eliminated certain events of default, modified covenants regarding mergers and consolidations and modified or eliminated certain other provisions, including certain provisions relating to future guarantors and defeasance, contained in the July 2026 Notes Indenture and the July 2026 Notes. In addition, all of the collateral securing the July 2026 Notes was released pursuant to the seventh supplemental indenture.
The July 11, 2023 transaction resulted in cancellation of debt income (“CODI”) for tax purposes. Absent an exception, a debtor recognizes CODI upon discharge of its outstanding indebtedness for an amount of consideration that is less than the outstanding debt. The Internal Revenue Code of 1986, as amended, (the “Code”), provides that a debtor may wholly or partially exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of CODI excluded from taxable income. Pursuant to the U.S. tax rules, the Company computes the final CODI calculation based on the tax basis as of the last day of the fiscal tax year (i.e., December 31, 2023) which includes the date in which the debt transaction occurred. For the year ended December 31, 2023, the Company generated CODI in the amount of $
As a result of the 2023 Exchange and periodic repurchases, $
Senior Secured April 2026 Notes
On July 11, 2023, the Issuers issued approximately $
16
(as described above) and $
Interest on the April 2026 Notes will accrue at
On July 15, 2023, the Company issued $
The Issuers’ obligations under the April 2026 Notes and the April 2026 Notes Indenture are irrevocably and unconditionally guaranteed, jointly and severally, by the same guarantors (the “Guarantors”) that guarantee the July 2026 Notes (other than certain guarantors that have ceased to have operations or assets) and by certain of the Issuers’ other affiliates (the “Affiliated Guarantors”). The April 2026 Notes and the related guarantees are first-priority senior secured obligations of the Issuers, the Guarantors and Affiliated Guarantors.
The issuers may redeem the April 2026 Notes at their option, in whole at any time or in part from time to time, at a redemption price of
The April 2026 Notes Indenture contains covenants that limit the Issuers’ and the Affiliated Guarantors and their respective subsidiaries’ ability to, among other things, (i) incur or guarantee additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (iii) make investments, (iv) consummate certain asset sales, (v) engage in certain transactions with affiliates, (vi) grant or assume certain liens and (vii) consolidate, merge or transfer all or substantially all of their assets. These covenants are subject to a number of important limitations and exceptions. In addition, upon the occurrence of specified change of control events, the Issuers must offer to repurchase the April 2026 Notes at
17
events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding April 2026 Notes to be due and payable immediately.
2023 Term loan
As a result of certain private exchanges, repurchases and periodic principal repayments, $
Repurchases
In July 2021 the Company commenced a debt buyback program to repurchase senior secured indebtedness, which is ongoing. During the three and nine months ended September 30, 2024, the Company repurchased $
During the nine months ended September 30, 2023, the Company repurchased $
BRCC Facility
On November 17, 2021, GP2 XCV, LLC, a subsidiary of the Company (“GP2 XCV”), entered into a borrowing facility with B. Riley Commercial Capital, LLC (which was subsequently assigned to BRF Finance Co., LLC (“BRF Finance”)) pursuant to which such subsidiary was able to borrow an original principal amount of $
The BRCC Facility is secured by a lien on all the assets of GP2 XCV and by a pledge of the equity of GP2 XCV. GP2 XCV is a bankruptcy-remote entity and as such its assets are not available to other creditors of the Company or any of its subsidiaries other than GP2 XCV. Interest under the BRCC Facility accrues at a rate of
The BRCC Facility matured on June 10, 2023. As of December 31, 2023, the Company had fully repaid the outstanding balance under the BRCC Term Loan. During the nine months ended September 30, 2024, the Company repaid $
18
BRCC 左輪手槍的付款方式爲
高級擔保定期貸款
2023年7月11日，公司的全資子公司Exela Intermediate LLC和Exela Finance Inc. 與某些貸款人和作爲管理代理人的Blue Torch Finance LLC簽訂了融資協議，根據該協議，貸款人延長了1美元
優先有擔保定期貸款應由公司選擇，既可以是參考利率貸款，也可以是有擔保隔夜融資利率（「SOFR」）貸款。作爲參考利率貸款的優先有擔保定期貸款的每一部分對自優先有擔保定期貸款之日起至償還的未償本金計息，年利率等於參考利率加上適用利率。任何時段的 「參考利率」 是指 (i) 中最大的
公司可以隨時選擇根據定期SOFR（「SOFR選項」）按利率收取全部或部分貸款的利息，至少通知行政代理人 (3) 擬議變更前的工作日。如果在當時的利息期的最後一天將SOFR利率貸款作爲SOFR利率貸款延續，則需要提供此類通知。本公司不得超過
截至2024年9月30日，借款額爲美元
公司可以隨時預付優先有擔保定期貸款的本金。每筆預付款均應伴隨應計利息和適用的保費（如果有）的支付。每筆預付款均應按反向到期順序用於支付優先有擔保定期貸款的剩餘分期本金。如果在借款日期後的一年內預付款（「第一期」），則適用的保費應以整數金額的形式支付。如果在借款日第一週年紀念日之後至兩週年紀念日（「第二期」）進行可選預付款，則適用的保費金額應等於
19
高級擔保定期貸款包含慣常的違約事件、交叉違約條款、正面和負面契約，包括對公司及其某些子公司在創建、承擔或允許某些留置權方面的限制；進行售後回租交易；進行任何受限支付；經歷根本性變化，以及某些財務契約。如果母公司、借款人、關聯公司或重要子公司在任何超過$的債務上違約，則交叉違約條款將被觸發。
證券化設施
於2022年6月17日，公司簽署了一份修訂和再生的應收賬款購買協議（經修訂後稱爲「修訂應收賬款購買協議」）在一項現有的$
根據修訂的應收賬款購買協議，出售的應收賬款的交易價格爲
出售的應收賬款的公允價值與其賬面價值接近，因爲其短期性質。出售的應收賬款在現金流量的簡明合併報表中作爲經營活動的應收賬款變動呈現。
20
BR Exar 增強現實設施
2024年2月12日，公司的某些子公司與萊利商業資本有限責任公司的子公司BR Exar, LLC（「BREL」）簽訂了應收賬款購買協議（隨後於2024年2月29日、2024年3月29日、2024年3月31日、2024年4月24日、2024年5月24日、2024年6月25日、2024年7月29日、2024年8月13日、2024年8月30日和9月27日修訂）2024 年 「BR Exar 增強現實設施」）。該公司總共收到了 $
根據BR Exar AR融資機制，根據ASC 860，從公司某些子公司轉移的應收賬款被視爲有擔保借款，接送和服務而且由於協議沒有將對應收賬款的有效控制權和與應收賬款有關的風險移交給BREL, 因此未記作應收賬款的減少.因此，公司處理的總金額爲 $
第二留置權票據
2023年2月27日，特殊目的實體和b. Riley Commercial Capital, LLC簽訂了一份新的有擔保本票（隨後分配給BRF Finance），根據該本票，萊利商業資本有限責任公司同意提供不超過美元的貸款
截至2024年9月30日，回購後（如上所述），借款額爲美元
21
Long-Term Debt Outstanding
As of September 30, 2024 and December 31, 2023, the following long-term debt instruments were outstanding:
September 30, |
| December 31, | |||
2024 |
| 2023 | |||
Other (a) | $ | | $ | | |
Secured borrowings under BR Exar AR Facility (b) | | — | |||
Senior secured term loan maturing January 14, 2026 (c) | | | |||
July 2026 Notes maturing July 15, 2026 (d) | | | |||
April 2026 Notes maturing April 15, 2026 (e) | | | |||
Secured borrowings under BRCC Facility matured on June 10, 2023 | | | |||
Second lien note maturing June 17, 2025 (f) | | | |||
Total debt | | | |||
Less: Current portion of long-term debt | ( | ( | |||
Long-term debt, net of current maturities | $ | | $ | | |
| (a) | Other debt represents outstanding loan balances associated with various hardware and software purchases, and maintenance and leasehold improvements, along with other loans and receivables factoring arrangements entered into by subsidiaries of the Company. Other debt includes $ |
| (b) | Net of unamortized net original issue discount of $ |
| (c) | Net of unamortized debt issuance costs of $ |
| (d) | Net of unamortized net original issue discount of $ |
| (e) | Inclusive of unamortized net debt exchange premium of $ |
| (f) | Net of unamortized debt issuance costs of $ |
6. Income Taxes
The Company applies an estimated annual effective tax rate (“ETR”) approach for calculating a tax provision for interim periods, as required under GAAP. The Company recorded an income tax expense of $
The Company expects U.S. consolidated taxable income for the year ended December 31, 2024, primarily due to inability to deduct most interest expense in accordance with Internal Revenue Code (IRC) Section 163(j). Since the enactment of IRC 163(j), the Company has been able to claim net operating loss deductions to eliminate U.S. consolidated tax liabilities. On July 11, 2023, a supplemental indenture was entered into with respect to the July 2026 Notes, which generated significant cancellation of indebtedness income (CODI) for tax purposes, most of which was excluded from taxable income. Under the provisions of IRC Section 108, on January 1, 2024 the Company reduced tax attributes, including all its Exela U.S. consolidated net operating loss carryforwards and tax credits. Accordingly, in 2024 the Company will generate current U.S consolidated tax liabilities, which is reflected in the income tax expense for the three and nine months ended September 30, 2024.
22
The Company's ETR of (
For the three and nine months ended September 30, 2023, the Company's ETR of (
During the nine months ended September 30, 2024, the Company’s liability for unrecognized tax benefits (including interest and penalty) increased by $
The Organization for Economic Co-operation and Development reached agreement on Pillar Two Model Rules (“Pillar Two”) to implement a minimum 15.0% tax rate on certain multinational companies. Participating countries are in various stages of proposing and enacting tax laws to implement the Pillar Two framework. We determined these rules did not have a material impact on our taxes for the nine months ended September 30, 2024 and will continue to evaluate the impact of these proposals and legislative changes as new guidance emerges.
7. Employee Benefit Plans
German Pension Plan
The Company’s subsidiary in Germany provides pension benefits to certain retirees. Employees eligible for participation include all employees who started working for the Company or its predecessors prior to September 30, 1987 and have finished a qualifying period of at
U.K. Pension Plan
The Company’s subsidiary in the United Kingdom provides pension benefits to certain retirees and eligible dependents. Employees eligible for participation include all full-time regular employees who were more than
Norway Pension Plan
The Company’s subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than
23
Asterion Pension Plan
In April 2018, through its acquisition of Asterion International Group, the Company became obligated to provide pension benefits to eligible retirees and eligible dependents of Asterion. Employees eligible for participation include all full-time regular employees who were more than
Tax Effect on Accumulated Other Comprehensive Loss
As of September 30, 2024 and December 31, 2023 the Company recorded actuarial gain of $
Pension Expense
The components of the net periodic benefit cost are as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Service cost | $ | | $ | | $ | | $ | | ||||
| | | | |||||||||
( | ( | ( | ( | |||||||||
Amortization: | ||||||||||||
— | | — | | |||||||||
| | | | |||||||||
Net periodic benefit cost | $ | | $ | | $ | | $ | | ||||
The Company records pension interest cost within interest expense, net. Expected return on plan assets, amortization of prior service costs, and amortization of net losses are recorded within other expense (income), net. Service cost is recorded within cost of revenue.
Employer Contributions
The Company’s funding of employer contributions is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $
8. Commitments and Contingencies
Contract Claim
On October 24, 2018, HOV Services, Inc., a subsidiary of the Company (“HOV Services”), filed a lawsuit against ASG Technologies Group, Inc. (“ASG”) that sought to terminate the renewal of licensing agreement between the parties. HOV Services alleged that the licensing agreement was renewed under duress and brought claims against ASG under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., the Stored Communications Act, 18 U.S.C. § 2701 et seq., and various common law doctrines. ASG subsequently brought counterclaims asserting breach of contract and other allegations. On February 27, 2024, a judge granted ASG’s motion for directed verdict on its breach of contract claim and awarded ASG $
24
award of approximately $
Business Interruption Insurance Claim
During the second half of 2022, the Company experienced a network security incident (the “2022 Network Outage”) impacting certain of the Company’s operational and information technology systems. As a result of the 2022 Network Outage, the Company experienced lost revenue and incurred certain incremental costs. On August 29, 2023, the Company submitted a claim to its insurers for $
Contract-Related Contingencies
The Company has certain contingent obligations that arise in the ordinary course of providing services to its customers. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to customers by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations or condensed consolidated statements of cash flows.
9. Fair Value Measurement
Assets and Liabilities Measured at Fair Value
The carrying amount of assets and liabilities including current portion of other debt approximated their fair value as of September 30, 2024 and December 31, 2023, due to the relative short maturity of these instruments. Management estimates the fair values of the July 2026 Notes and the April 2026 Notes at approximately
The Company determined the fair value of its long-term debt and current portion of long-term debts using Level 2 inputs, including any recent issuance of the debt, the Company’s credit rating, and the current market rate.
25
The Company determined the fair value of private warrants liability of XBP Europe included in the other long-term liabilities in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 under Level 3 fair value measurement using the Black-Scholes option pricing model.
The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments as of September 30, 2024 and December 31, 2023:
Carrying | Fair | Fair Value Measurements | |||||||||||||
As of September 30, 2024 |
| Amount |
| Value |
| Level 1 |
| Level 2 |
| Level 3 | |||||
Recurring assets and liabilities: | |||||||||||||||
Long-term debt | $ | | $ | | $ | — | $ | | $ | — | |||||
Current portion of long-term debts | | | — | | — | ||||||||||
Private warrants liability of XBP Europe | | | — | — | | ||||||||||
| Carrying | Fair |
| Fair Value Measurements | |||||||||||
As of December 31, 2023 |
| Amount |
| Value |
| Level 1 |
| Level 2 |
| Level 3 | |||||
Recurring assets and liabilities: | |||||||||||||||
Long-term debt | $ | | $ | | $ | — | $ | | $ | — | |||||
Current portion of long-term debts | | | — | | — | ||||||||||
Private warrants liability of XBP Europe | | | — | — | | ||||||||||
The significant unobservable inputs used in the fair value of the private warrants liability of XBP Europe are assumptions related to the inputs of exercise price, fair value of the underlying XBP Europe common stock, risk-free interest rate, expected term, expected volatility, and expected dividend yield. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the fair value.
The following table reconciles the beginning and ending balances of net assets and liabilities classified as Level 3 for which a reconciliation is required:
September 30, | December 31, | |||||
| 2024 | 2023 | ||||
Balance at beginning of period | $ | | $ | | ||
( | ( | |||||
Balance at end of period | $ | | $ | | ||
10. Stock-Based Compensation
Exela 2018 Stock Incentive Plan
On January 17, 2018, Exela’s 2018 Stock Incentive Plan (the “2018 Plan”) became effective. The 2018 Plan provides for the grant of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance awards, and other stock-based compensation to eligible participants. The Company was initially authorized to issue up to
Exela 2024 Stock Incentive Plan
On June 13, 2024, Exela’s 2024 Stock Incentive Plan (the “2024 Plan”) became effective. Under the 2024 Plan, subject to adjustment for certain changes in capitalization or other corporate events, Exela is authorized to issue up to
26
Restricted Stock Unit granted under the 2018 Plan
Restricted stock unit awards generally vest ratably over a to
A summary of restricted stock unit activities under the 2018 Plan for the nine months ended September 30, 2024 is summarized in the following table:
Average | |||||||
Weighted | Remaining | ||||||
Number | Average Grant | Contractual Life | |||||
| of Units |
| Date Fair Value |
| (Years) | ||
Outstanding Balance as of December 31, 2023 | | $ | |
| — | ||
Granted |
| — |
| — | |||
Forfeited |
| — |
| — | |||
Vested |
| ( |
| | |||
Outstanding Balance as of September 30, 2024 | — | $ | — |
| — | ||
Options granted under the 2018 Plan
Under the 2018 Plan, stock options are granted at a price per share not less than
Average | ||||||||||
Weighted | Weighted | Remaining | ||||||||
Average Grant | Average | Vesting Period | ||||||||
| Outstanding |
| Date Fair Value |
| Exercise Price |
| (Years) | |||
Outstanding Balance as of December 31, 2023 | |
| $ | |
| $ | |
| ||
Granted |
| — |
| — |
| |||||
Exercised |
| — | — | |||||||
Forfeited |
| ( | | |||||||
Expired | — | — | ||||||||
Outstanding Balance as of September 30, 2024 (1) |
| |
| $ | |
| $ | |
| — |
| (1) |
As of September 30, 2024, there was
27
XBP Europe 2024 Stock Incentive Plan
On June 13, 2024, the stockholders of XBP Europe approved and adopted XBP Europe’s 2024 Stock Incentive Plan (the “XBP 2024 Equity Plan”) at XBP Europe’s 2024 Annual Meeting of Stockholders. Under the XBP 2024 Equity Plan, subject to adjustment for certain changes in capitalization or other corporate events, XBP Europe is authorized to issue up to
Restricted Stock Unit granted under the XBP 2024 Equity Plan
Restricted stock unit awards generally vest ratably over a less than a year to
A summary of restricted stock unit activities under the XBP 2024 Equity Plan for the nine months ended September 30, 2024 is summarized in the following table:
Average | |||||||
Weighted | Remaining | ||||||
Number | Average Grant | Contractual Life | |||||
| of Units |
| Date Fair Value |
| (Years) | ||
Granted |
| | $ | | |||
Forfeited |
| — |
| — | |||
Vested |
| — |
| — | |||
Outstanding Balance as of September 30, 2024 | | $ | |
| |||
Options granted under the XBP 2024 Equity Plan
Under the XBP 2024 Equity Plan, stock options are granted at a price per share not less than
Average | ||||||||||
Weighted | Weighted | Remaining | ||||||||
Average Grant | Average | Vesting Period | ||||||||
| Outstanding |
| Date Fair Value |
| Exercise Price |
| (Years) | |||
Granted |
| |
| $ | |
| $ | |||
Exercised |
| — | — | |||||||
Forfeited |
| — | — | |||||||
Expired | — | — | ||||||||
Outstanding Balance as of September 30, 2024 (1) |
| |
| $ | |
| $ | |
| |
| (1) |
As of September 30, 2024, there was $
28
related to restricted stock unit awards and stock option awards issued by XBP Europe under the XBP 2024 Equity Plan for the three and nine months ended September 30, 2024, respectively.
Market Performance Units
On September 14, 2021, the Company granted its Executive Chairman performance units with a market performance condition, which are notional units representing the right to receive one share of Common Stock (or the cash value of one share of Common Stock). At the election of the compensation committee of the Company, these performance units might be settled in cash or in shares of Common Stock.
The fair value of the awards was determined to be $
The following table summarizes the activity for the market performance restricted stock units for the nine months ended September 30, 2024:
Remaining Service | ||||||||
Weighted | Period Over | |||||||
Number | Average | Which Expected | ||||||
| of Units |
| Fair Value | to be Recognized | ||||
Outstanding Balance as of December 31, 2023 | | $ | | |||||
Granted |
| — |
| — |
| |||
Forfeited |
| ( |
| | ||||
Vested |
| — |
| — | ||||
Outstanding Balance as of September 30, 2024 | | $ | | |||||
As of September 30, 2024, there was approximately $
29
11. Stockholders’ Equity
The following description summarizes the material terms and provisions of the securities that the Company has authorized.
Common Stock
The Company is authorized to issue
Share Buyback Program
On August 10, 2022, the Board authorized a share buyback program (the “2022 Share Buyback Program”), pursuant to which the Company is permitted to repurchase up to
The Company records such stock repurchases as a reduction to stockholders’ equity. The Company allocates the excess of the repurchase price over the par value of shares acquired to accumulated deficit and additional paid-in capital. The portion allocated to additional paid-in capital is determined by dividing the number of shares to be retired by the number of shares issued multiplied by the balance of additional paid-in capital as of the retirement date.
Series A Preferred Stock
The Company is authorized to issue
Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate per annum of
30
but unpaid dividends on the Series A Preferred Stock have been added to the Series A Liquidation Preference. The Company shall add the amount of all accrued but unpaid dividends on each quarterly dividend payment date to the Series A Liquidation Preference, except to the extent the Company elects to make all or any portion of such payment in cash on or prior to the applicable dividend payment date, in which case, the amount of the accrued but unpaid dividends that is added to the Series A Liquidation Preference shall be reduced on a dollar-for-dollar basis by the amount of any such cash payment. The aggregate Series A Liquidation Preference amount was $
In addition, holders of the Series A Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Series A Certificate of Designations), as if all shares of Series A Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution.
Following the occurrence of a "Fundamental Change," as defined in the Series A Certificate of Designations, if the Company does not redeem the Series A Preferred Stock, holders of the Series A Preferred Stock may convert their entire accumulated Series A Liquidation Preference into Common Stock for
Series B Preferred Stock and Tandem Preferred Stock
The Company has designated
Holders of the Series B Preferred Stock are entitled to receive cumulative dividends at a rate per annum of
31
to make all or any portion of such payment in cash on or prior to the applicable dividend payment date, in which case, the amount of the accrued but unpaid dividends that is added to the Series B Liquidation Preference shall be reduced on a dollar-for-dollar basis by the amount of any such cash payment. The aggregate Series B Liquidation Preference was $
In addition, holders of the Series B Preferred Stock will participate in any dividend or distribution of cash or other property paid in respect of the Common Stock pro rata with the holders of the Common Stock (other than certain dividends or distributions that trigger an adjustment to the conversion rate, as described in the Series B Certificate of Designations), as if all shares of Series B Preferred Stock had been converted into Common Stock immediately prior to the date on which such holders of the Common Stock became entitled to such dividend or distribution. Holders of Series B Preferred Stock also have rights to vote for the election of
On May 17, 2022, the Company issued
On all matters submitted to a vote of the stockholders of the Company, the holders of the Series B Preferred Stock through their holdings of Tandem Preferred Stock will be entitled to vote with the holders of the Common Stock as a single class. Each share of Tandem Preferred Stock entitles the holder to
Shares of Tandem Preferred Stock are not entitled to receive dividends of any kind. In the case of a transfer of the underlying Series B Preferred Stock by a holder to any transferee, the Tandem Preferred Stock shall be automatically transferred simultaneously to such transferee without any further action by such Holder. Upon the redemption of a holder’s shares of Series B Preferred Stock or the conversion of shares of Series B Preferred Stock into Common Stock, an equal number of such holder’s shares of Tandem Preferred Stock shall, without any further action required by the holder, be automatically transferred to the Company for cancellation without the payment of any additional consideration by the Company. In the event of any liquidation, winding-up or dissolution of the Company each holder of the Tandem Preferred Stock shall be entitled to receive and to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to the par value of such Tandem Preferred Stock with respect to each share of Tandem Preferred Stock held by such holder.
32
Special Voting Preferred Stock
On October 9, 2023, the Company entered into the Subscription, Voting and Redemption Agreement with GP-HGM LLC, an entity affiliated to the Executive Chairman of the Company, pursuant to which GP-HGM LLC purchased
Warrants
At September 30, 2024, there were warrants outstanding to purchase
12. Related-Party Transactions
Relationship with HandsOn Global Management
The Company incurred reimbursable travel expenses to HOVS LLC and HandsOn Fund 4 I, LLC (collectively, and together with certain of their affiliated entities managed by HandsOn Global Management LLC, including such entity, “HGM”) of $
Pursuant to a master agreement dated January 1, 2015 between Rule 14, LLC and a subsidiary of the Company, the Company incurs marketing fees to Rule 14, LLC, a portfolio company of HGM. Similarly, the Company is party to
Certain operating companies lease their operating facilities from HOV RE, LLC and HOV Services Limited, which are affiliates under common control with HGM. The rental expense for these operating leases was less than $
33
ended September 30, 2024 and 2023, respectively. These expenses are included in cost of revenue in the condensed consolidated statements of operations.
Invoicing Support and Collection Services
On September 1, 2023, the Company, through one of its subsidiaries, entered into a Master Services Agreement (the “Master Services Agreement”) with Doctors of Waikiki LLP (the “DOW”), which is an affiliate under common control with HGM, where the Company could provide services under one or more statement(s) of work (each, a “SOW”) to DOW. Each SOW, together with the terms of the Master Services Agreement, shall be deemed a separate contract that is effective as of date set forth in the SOW. The Company, acting under the first statement of work (SOW-1), provides collection services to DOW to collect past-due medical debts from its patients and insurance companies for which the Company receives a commission of
Sale of April 2026 Notes
The Company, through one of its subsidiaries, entered into a Promissory Note Transfer Agreement (the “First Note Transfer Agreement”), effective as of September 30, 2024, with General Pacific LLC, which is an affiliate managed by HGM (“General Pacific”), where the Company could sell up to $
The Company, through one of its subsidiaries, entered into a Promissory Note Transfer Agreement (the “Second Note Transfer Agreement”), effective as of October 31, 2024,with General Pacific where the Company could sell up to $
34
Payable and Receivable/Prepaid Balances with Affiliates
Payable and receivable/prepaid balances with affiliates as of September 30, 2024 and December 31, 2023 were as follows:
September 30, 2024 |
| December 31, 2023 | ||||||||||
Receivables and | Payables | Receivables and | Payables | |||||||||
HOV Services, Ltd | $ | — | $ | | $ | | $ | — | ||||
Rule 14 | — | | — | | ||||||||
HGM | | — | — | | ||||||||
General Pacific LLC | — | | — | — | ||||||||
DOW | — | | — | | ||||||||
$ | | $ | | $ | | $ | | |||||
13. Segment and Geographic Area Information
The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with customers. The Company is organized into
ITPS: The ITPS segment provides a wide range of solutions and services designed to aid businesses in information capture, processing, decisioning and distribution to customers primarily in the financial services, commercial, public sector and legal industries.
HS: The HS segment operates and maintains an outsourcing business specializing in both the healthcare provider and payer markets.
LLPS: The LLPS segment provides a broad array of support services in connection with class action settlement administration, claims adjudication, labor, employment and other legal matters.
35
The chief operating decision maker reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Company does not allocate selling, general, and administrative expenses, depreciation and amortization, interest expense, net and sundry expenses (income), net. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below.
Three months ended September 30, 2024 | ||||||||||||
| ITPS |
| HS |
| LLPS |
| Total | |||||
Revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue (exclusive of depreciation and amortization) |
| |
| |
| |
| | ||||
Segment profit | | | | | ||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) |
| | ||||||||||
Depreciation and amortization |
| | ||||||||||
Impairment of goodwill | | |||||||||||
Related party expense |
| | ||||||||||
Interest expense, net |
| | ||||||||||
Debt modification and extinguishment costs (gain), net |
| | ||||||||||
Sundry expense, net |
| | ||||||||||
Other income, net |
| ( | ||||||||||
Net loss before income taxes |
| $ | ( | |||||||||
Three months ended September 30, 2023 | ||||||||||||
| ITPS |
| HS |
| LLPS |
| Total | |||||
Revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue (exclusive of depreciation and amortization) |
| |
| |
| |
| | ||||
Segment profit | | | | | ||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) |
| | ||||||||||
Depreciation and amortization |
| | ||||||||||
Related party expense |
| | ||||||||||
Interest expense, net |
| | ||||||||||
Debt modification and extinguishment costs (gain), net |
| ( | ||||||||||
Sundry expense, net |
| | ||||||||||
Other income, net |
| ( | ||||||||||
Net loss before income taxes |
| $ | ( | |||||||||
36
Nine months ended September 30, 2024 | ||||||||||||
| ITPS |
| HS |
| LLPS |
| Total | |||||
Revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue (exclusive of depreciation and amortization) | |
| |
| | | ||||||
Segment profit | | | | | ||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | | |||||||||||
Depreciation and amortization | | |||||||||||
Impairment of goodwill | | |||||||||||
Related party expense | | |||||||||||
Interest expense, net | | |||||||||||
Debt modification and extinguishment costs (gain), net | | |||||||||||
Sundry expense, net | | |||||||||||
Other income, net | ( | |||||||||||
Net loss before income taxes | $ | ( | ||||||||||
Nine months ended September 30, 2023 | ||||||||||||
| ITPS |
| HS |
| LLPS |
| Total | |||||
Revenue | $ | | $ | | $ | | $ | | ||||
Cost of revenue (exclusive of depreciation and amortization) | |
| |
| | | ||||||
Segment profit | | | | | ||||||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | | |||||||||||
Depreciation and amortization | | |||||||||||
Related party expense | | |||||||||||
Interest expense, net | | |||||||||||
Debt modification and extinguishment costs (gain), net | ( | |||||||||||
Sundry expense, net | | |||||||||||
Other income, net | ( | |||||||||||
Net loss before income taxes | $ | ( | ||||||||||
14. Subsequent Events
BR Exar AR Facility Amendment and Repayments
During October 1, 2024 through November 14, 2024, certain of the Company’s subsidiaries entered into an additional amendment to the BR Exar AR Facility (the “Amendment”), pursuant to which such Company subsidiaries agreed to sell certain existing and future receivables to BREL until such time as BREL shall have collected $
During October 1, 2024 through November 14, 2024, the Company repaid approximately $
Repurchase of Second Lien Note
During October 1, 2024 through November 14, 2024, the Company repurchased $
37
Nasdaq Delisting
As previously disclosed, the Company was notified by the Nasdaq Stock Market LLC (“Nasdaq”) that the Company was in violation of Nasdaq Listing Rule 5550(b)(2) because the Company’s Market Value of Listed Securities was below the minimum requirement of $35 million for 30 consecutive business days and the Company failed to satisfy any of the alternative requirements set forth in Nasdaq Listing Rule 5550(b). After the Company requested an appeal hearing, which stayed the delisting action, the Company was unable to regain compliance by November 1, 2024, which is the deadline that was set by the Nasdaq Hearings Panel (the “Panel”). On November 6, 2024, Nasdaq notified the Company that the Panel had determined to delist the Company’s common stock and that trading of the Company’s securities would be suspended at the open of trading on November 8, 2024. Nasdaq will file a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to remove the Company’s securities from listing on Nasdaq. The Company will remain subject to SEC reporting obligations. As a result of the delisting, the Company’s common stock and Series B Preferred Stock began trading on the OTC Pink under the symbols“XELA” and “XELAP” on November 8, 2024, and such market is currently the only trading market for the Company’s securities. We anticipate that Nasdaq will soon file a Form 25-NSE with the SEC to formally remove the Company’s securities from listing and registration on Nasdaq, although the exact timing of such filing is currently unknown.
Series A Preferred Stock Exchange
On November 12, 2024 a special committee of independent members of the Company’s Board of Directors approved a negotiated share exchange whereby the Company would enter into Preferred Stock Exchange Agreements (each an "Exchange Agreement") with certain holders of 55% of the Company’s Series A Preferred Stock, with an aggregate accrued, but unpaid, Series A Liquidation Preference of $25.2 million to exchange such shares into Common Stock at a price that will be equal to the liquidation preference per share divided by the lesser of (x) the closing price of the Common Stock as reported on the OTC Pink as of 4 p.m. on the business day immediately preceding the Exchange Agreement effective date and (y) the average closing price of the Common Stock for the two (2) trading days immediately preceding the closing of the Exchange Agreement (such exchange, the “Exchange” and the shares of Common Stock issued pursuant to the Exchange, the "Exchange Common Shares"). The Exchange is being conducted separately from the terms of the Series A Certificate of Designations. The Closing of the Exchange is expected to occur on the third business day following the filing of this Form 10-Q. Nearly all the holders of the Company's Series A Preferred Stock that are expected to participate in the Exchange are related-parties of the Company, including certain funds associated with HGM, an affiliate of the Company; Par Chadha, the Company's Executive Chairman; Matthew Brown, the Company's Interim Chief Financial Officer; Suresh Yannamani, the Chief Executive Officer of one of the Company’s subsidiaries; James Reynolds, a director of the Company; and Ronald Cogburn, a director of the Company. While the number of Exchange Common Shares to be issued is currently indeterminable, if the Exchange closed on November 14, 2024, 22.4 million Exchange Common Shares would be issued pursuant to the Exchange and $25.2 million of aggregate Series A Liquidation Preference would be extinguished. Closing of the Exchange remains subject to receipt of finally signed documents from both the Company and participating Series A Preferred Stockholders, and there can be no assurance that the Exchange will occurr.
38
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis together with our condensed consolidated financial statements and the related notes included elsewhere in this Form 10-Q. Among other things, the condensed consolidated financial statements include more detailed information regarding the basis of presentation for the financial data than included in the following discussion. Amounts in thousands of United States dollars.
Forward Looking Statements
Certain statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this quarterly report 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 regarding Exela’s businesses and actual results may differ materially. The factors that may affect our results include, among others: the impact of political and economic conditions on the demand for our services; cyber incidents such as a data or security breach; the impact of competition or alternatives to our services on our business pricing and other actions by competitors; our ability to address technological development and change in order to keep pace with our industry and the industries of our customers; the impact of terrorism, natural disasters or similar events on our business; the effect of legislative and regulatory actions in the United States and internationally; the impact of operational failure due to the unavailability or failure of third-party services on which we rely; the effect of intellectual property infringement; the effect of being delisted from Nasdaq and other factors discussed in this quarterly report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) under the heading “Risk Factors”, and otherwise identified or discussed in this quarterly report. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements, which speak only as of the date of this quarterly report. It is impossible for us to predict new events or circumstances that may arise in the future or how they may affect us. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this quarterly report. We are not including the information provided on any websites that may be referenced herein as part of, or incorporating such information by reference into, this quarterly report. In addition, forward-looking statements provide our expectations, plans or forecasts of future events and views as of the date of this quarterly report. We anticipate that subsequent events and developments may cause our assessments to change. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date of this quarterly report.
Overview
Exela Technologies, Inc. (“Exela”, the “Company”, “we”, “our” or “us”) is a business process outsourcing and automation leader leveraging a global footprint and proprietary technology to help turn the complex into the simple through user friendly software platforms and solutions that enable our customers’ digital transformation. We have decades of expertise earned from serving more than 4,000 customers worldwide, including many of the world’s largest enterprises and over 60% of the Fortune® 100, in many mission critical environments across multiple industries, including banking, healthcare, insurance and manufacturing. Our technology-enabled solutions allow global organizations to address critical challenges resulting from the massive amounts of data obtained and created through their daily operations. Our solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 12,600 employees operating in 20 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.
39
We believe our process expertise, information technology capabilities and operational insights enable our customers’ organizations to more efficiently and effectively execute transactions, make decisions, drive revenue and profitability, and communicate critical information to their employees, customers, partners, and vendors. Our solutions are location agnostic, and we believe the combination of our hybrid hosted solutions and global work force in the Americas, EMEA and Asia offers meaningful differentiation in the industries we serve and services we provide.
History
We are a former special purpose acquisition company that completed our initial public offering on January 22, 2015. In July 2017, Exela, formerly known as Quinpario Acquisition Corp. 2 (“Quinpario”), completed its acquisition of SourceHOV Holdings, Inc. (“SourceHOV”) and Novitex Holdings, Inc. (“Novitex”) pursuant to a business combination agreement dated February 21, 2017 (“Novitex Business Combination”). In conjunction with the completion of the Novitex Business Combination, Quinpario was renamed Exela Technologies, Inc.
The Novitex Business Combination was accounted for as a reverse merger for which SourceHOV was determined to be the accounting acquirer. Outstanding shares of SourceHOV were converted into shares of our common stock (“Common Stock”), presented as a recapitalization, and the net assets of Quinpario were acquired at historical cost, with no goodwill or other intangible assets recorded. The acquisition of Novitex was treated as a business combination under ASC 805, Business Combinations (“ASC 805”) and was accounted for using the acquisition method. The strategic combination of SourceHOV and Novitex formed Exela, which is one of the largest global providers of information processing solutions based on revenues.
On November 29, 2023, we completed the merger of our European business with CF Acquisition Corp. VIII. After this merger, our European business operates as XBP Europe Holdings, Inc. (“XBP Europe”), a majority-owned consolidated subsidiary of the Company. Beginning on November 30, 2023, XBP Europe shares and warrants started trading on the Nasdaq Stock Market under the ticker symbols “XBP” “XBPEW,” respectively. We own a majority of the outstanding capital stock of XBP Europe.
Sale of Non-core Assets
On June 8, 2023, the Company completed the sale of its high-speed scanner business for a purchase price of approximately $30.1 million. As a result of this transaction, the Company disposed of $16.5 million of goodwill based on the relative fair value of the high-speed scanner business to the total fair value of the ITPS reporting unit. This transaction resulted in a total pre-tax gain of $7.2 million. Per the terms of the sales agreement, the Company may receive additional cash consideration upon the future occurrence of certain earn-out events described in the sales agreement.
Recent Developments
As previously disclosed, we were notified by the Nasdaq Stock Market LLC (“Nasdaq”) that we were in violation of Nasdaq Listing Rule 5550(b)(2) because our Market Value of Listed Securities was below the minimum requirement of $35 million for 30 consecutive business days and we failed to satisfy any of the alternative requirements set forth in Nasdaq Listing Rule 5550(b). After we requested an appeal hearing, which stayed the delisting action, we were unable to regain compliance by November 1, 2024, which is the deadline that was set by the Nasdaq Hearings Panel (the “Panel”). On November 6, 2024, Nasdaq notified us that the Panel had determined to delist our common stock and that trading of our securities would be suspended at the open of trading on November 8, 2024. Nasdaq will file a Form 25 with the SEC notifying the SEC of Nasdaq’s determination to remove our securities from listing on Nasdaq. We will remain subject to SEC reporting obligations. As a result of the delisting, our common stock and Series B Preferred Stock began trading on the OTC Pink under the symbols“XELA” and “XELAP” on November 8, 2024, and such market is currently the only trading market for our securities. We anticipate that Nasdaq will soon file a Form 25-NSE with the SEC to formally remove the Company’s securities from listing and registration on Nasdaq, although the exact timing of such filing is currently unknown.
40
Our Segments
Our three reportable segments are Information & Transaction Processing Solutions (“ITPS”), Healthcare Solutions (“HS”), and Legal & Loss Prevention Services (“LLPS”). These segments are comprised of significant strategic business units that align our transaction processing and enterprise information management products and services with how we manage our business, approach our key markets and interact with our customers based on their respective industries.
ITPS: Our largest segment, ITPS, provides a wide range of solutions and services designed to aid businesses in information capture, processing, decisioning and distribution to customers primarily in the financial services, commercial, public sector and legal industries. Our major customers include many leading banks, insurance companies, and utilities, as well as hundreds of federal, state and local government entities. Our ITPS offerings enable companies to increase availability of working capital, reduce turnaround times for application processes, increase regulatory compliance and enhance consumer engagement.
HS: HS operates and maintains an outsourcing business specializing in both the healthcare provider and payer markets. We serve the top healthcare insurance payers and hundreds of healthcare providers.
LLPS: Our LLPS segment provides a broad array of support services in connection with class action settlement administration, claims adjudication, labor, employment and other legal matters. Our customer base consists of corporate counsel, government attorneys, and law firms.
Revenues
ITPS revenues are primarily generated from a transaction based pricing model for the various types of volumes processed, licensing and maintenance fees for technology sales, and a mix of fixed management fee and transactional revenue for document logistics and location services. HS revenues are primarily generated from a transaction based pricing model for the various types of volumes processed for healthcare payers and providers. LLPS revenues are primarily based on time and materials pricing as well as through transactional services priced on a per item basis.
People
We draw on the business and technical expertise of our talented and diverse global workforce to provide our customers with high quality services. Our business leaders bring a strong diversity of experience in our industry and a track record of successful performance and execution.
As of September 30, 2024, we had approximately 12,600 employees globally, with 6,200 employees located in Americas and EMEA, and the remainder located primarily in India and the Philippines.
Costs associated with our employees represent the most significant expense for our business. We incurred personnel costs of $110.3 million and $121.9 million for the three months ended September 30, 2024 and 2023, respectively. We incurred personnel costs of $332.4 million and $376.5 million for the nine months ended September 30, 2024 and 2023, respectively. The majority of our personnel costs are variable and are incurred only while we are providing our services. In certain jurisdictions, including several countries in Europe, there is a statutory payment requirement for any person made redundant due to automation or relocation of delivery locations.
Key Performance Indicators
We use a variety of operational and financial measures to assess our performance. Among the measures considered by our management are the following:
| ● | Revenue by segment; |
41
| ● | EBITDA; and |
| ● | Adjusted EBITDA |
Revenue by segment
We analyze our revenue by comparing actual monthly revenue to internal projections and prior periods across our operating segments in order to assess performance, identify potential areas for improvement, and determine whether our segments are meeting management’s expectations.
EBITDA and Adjusted EBITDA
We view EBITDA and Adjusted EBITDA as important indicators of performance of our consolidated operations. We define EBITDA as net loss, plus income tax expense, interest expense, net, and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus transaction and integration costs; non cash equity compensation, (gain) or loss from sale or disposal of assets or business, non-recurring charges and impairment charges; and other infrequent, or unusual costs and expenses. See “Other Financial Information (Non GAAP Financial Measures)” for more information and a reconciliation of EBITDA and Adjusted EBITDA to net loss, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Results of Operations
Three Months Ended September 30, 2024 compared to Three Months Ended September 30, 2023:
Three Months Ended September 30, | ||||||||||||
| 2024 |
| 2023 |
| Change |
| % Change | |||||
Revenue: |
|
|
|
|
|
|
| |||||
ITPS | $ | 191,958 | $ | 172,150 | $ | 19,808 | 11.5% | |||||
HS |
| 58,780 |
| 62,090 |
| (3,310) |
| (5.3)% | ||||
LLPS |
| 18,430 |
| 18,885 |
| (455) |
| (2.4)% | ||||
Total revenue |
| 269,168 |
| 253,125 |
| 16,043 |
| 6.3% | ||||
Cost of revenue (exclusive of depreciation and amortization): |
|
|
|
|
|
|
|
| ||||
ITPS |
| 160,053 |
| 141,808 |
| 18,245 |
| 12.9% | ||||
HS |
| 42,052 |
| 45,430 |
| (3,378) |
| (7.4)% | ||||
LLPS |
| 12,802 |
| 11,212 |
| 1,590 |
| 14.2% | ||||
Total cost of revenues |
| 214,907 |
| 198,450 |
| 16,457 |
| 8.3% | ||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) |
| 35,088 |
| 35,367 |
| (279) |
| (0.8)% | ||||
Depreciation and amortization |
| 13,039 |
| 14,398 |
| (1,359) |
| (9.4)% | ||||
Impairment of goodwill | 343 | — | 343 |
| 100.0% | |||||||
Related party expense |
| 2,598 |
| 2,845 |
| (247) |
| (8.7)% | ||||
Operating profit |
| 3,193 |
| 2,065 |
| 1,128 |
| 54.6% | ||||
Interest expense, net |
| 23,446 |
| 24,708 |
| (1,262) |
| (5.1)% | ||||
Debt modification and extinguishment costs (gain), net | 256 | (571) | 827 | (144.8)% | ||||||||
Sundry expense, net |
| 106 |
| 298 |
| (192) |
| (64.4)% | ||||
Other income, net |
| (440) |
| (1,069) |
| 629 |
| (58.8)% | ||||
Net loss before income taxes |
| (20,175) |
| (21,301) |
| 1,126 |
| (5.3)% | ||||
Income tax expense |
| (4,762) |
| (1,807) |
| (2,955) |
| 163.5% | ||||
Net loss | $ | (24,937) | $ | (23,108) | $ | (1,829) |
| 7.9% | ||||
42
Revenue
For the three months ended September 30, 2024, our revenue on a consolidated basis increased by $16.0 million, or 6.3%, to $269.2 million from $253.1 million for the three months ended September 30, 2023. We experienced revenue growth in ITPS segment and revenue decline in HS and LLPS segment. Our ITPS, HS, and LLPS segments constituted 71.3%, 21.8%, and 6.9% of total revenue, respectively, for the three months ended September 30, 2024, compared to 68.0%, 24.5%, and 7.5%, respectively, for the three months ended September 30, 2023. The revenue changes by reporting segment were as follows:
ITPS— For the three months ended September 30, 2024, revenue attributable to our ITPS segment increased by $19.8 million, or 11.5% compared to the same period in the prior year. The majority of this revenue growth is attributable to existing contracts and statements of work from certain customers. The reported ITPS segment revenue increased by $0.7 million from currency conversion during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.
HS— For the three months ended September 30, 2024, revenue attributable to our HS segment decreased by $3.3 million, or 5.3% compared to the same period in the prior year primarily due to lower volume from existing customers.
LLPS— For the three months ended September 30, 2024, revenue attributable to our LLPS segment decreased by $0.5 million, or 2.4% compared to the same period in the prior year primarily due to an decrease in project based engagements in legal claims administration services.
Cost of Revenue
For the three months ended September 30, 2024, our cost of revenue increased by $16.5 million, or 8.3%, compared to the three months ended September 30, 2023. Costs in our ITPS segment increased by $18.2 million, or 12.9%, primarily attributable to the corresponding growth in revenues. HS segment costs decreased by $3.4 million, or 7.4%, primarily due to decrease in employee-related cost. LLPS segment cost of revenue increased by $1.6 million, or 14.2%, primarily attributable to the increase in employee related cost.
The increase in cost of revenues on a consolidated basis was primarily due to a increase in postage cost of $30.0 million and other operating costs of $2.2 million, offset by lower employee-related costs of $13.2 million and lower infrastructure and maintenance costs of $2.6 million.
Cost of revenue for the three months ended September 30, 2024 was 79.8% of revenue compared to the 78.4% for the comparable same period in the prior year.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A expenses”) decreased $0.3 million, or 0.8%, to $35.1 million for the three months ended September 30, 2024, compared to $35.4 million for the three months ended September 30, 2023. The decrease was primarily attributable to lower legal and professional fees of $3.5 million, $3.5 million in business interruption insurance recoveries offset by higher infrastructure, maintenance and operating costs of $1.1 million, higher employee related costs by $1.6 million, higher bad debts provisions by $2.0 million, higher other SG&A expenses of $1.8 million and higher travel cost by $0.2 million. SG&A expenses decreased as a percentage of revenues to 13.0% for the three months ended September 30, 2024 as compared to 14.0% for the three months ended September 30, 2023.
Depreciation & Amortization
Total depreciation and amortization expenses were $13.0 million and $14.4 million for the three months ended September 30, 2024 and 2023, respectively.
43
Related Party Expenses
Related party expense was $2.6 million for the three months ended September 30, 2024 compared to $2.8 million for the three months ended September 30, 2023.
Interest Expense, net
Interest expense, net was $23.4 million for the three months ended September 30, 2024 compared to $24.7 million for the three months ended September 30, 2023.
Debt modification and extinguishment costs (gain), net
There was $0.3 million of debt modification and extinguishment cost for the three months ended September 30, 2024 compared to a gain of $0.6 million for the three months ended September 30, 2023. During the three months ended September 30, 2024, we repurchased $4.0 million principal amount of the Second Lien Note (as defined and further described in “Indebtedness” below) for a net cash consideration of $4.0 million. The loss on early extinguishment of debt during the three months ended September 30, 2024 totaled $0.3 million and is inclusive of $0.3 million write off of debt issuance costs. During the three months ended September 30, 2023, we recorded a debt extinguishment gain of $0.6 million when we fully repaid and discharged the remaining outstanding balance of $48.4 million of the 2023 Term Loans (as defined and further described in “Indebtedness” below) by making a cash payment of $44.8 million and by issuance of $3.0 million principal amount of Senior Secured April 2026 notes (as defined and described further in the description of “Indebtedness” below) in an exchange transaction.
Sundry expense, net
The decrease in sundry expense, net by $0.2 million over the prior year period was primarily attributable to exchange rate fluctuations on foreign currency transactions.
Other Income, net
Other income, net was $0.4 million for the three months ended September 30, 2024 compared to other income, net of $1.1 million for the three months ended September 30, 2023.
Income Tax Expense
We recorded an income tax expense of $4.8 million for the three months ended September 30, 2024 and an income tax expense of $1.8 million for the three months ended September 30, 2023. The tax expense for the three months ended September 30, 2024 is higher than the three months ended September 30, 2023 largely due to a remeasurement of existing uncertain tax positions in Canada and Germany, an increase in U.S. taxes in current period due to loss of U.S. tax attributes partially offset by decrease in foreign tax due decrease in Canadian tax expense from prior period. Our estimated annual effective tax rate of (23.6)% for the three months ended September 30, 2024 differed from the expected U.S. statutory tax rate of 21.0% and was primarily impacted by permanent tax adjustments, state and local current expense, foreign operations, remeasurement of existing uncertain tax positions in Canada and Germany and valuation allowances, including valuation allowances on a portion of our deferred tax assets on U.S. disallowed interest expense carryforwards under by the provisions of The Tax Cuts and Jobs Act (“TCJA”).
44
Nine Months Ended September 30, 2024 compared to Nine Months Ended September 30, 2023:
Nine Months Ended September 30, | ||||||||||||
| 2024 |
| 2023 |
| Change |
| % Change | |||||
Revenue: |
|
|
|
|
|
|
| |||||
ITPS | $ | 524,938 | $ | 550,848 | $ | (25,910) | (4.7)% | |||||
HS |
| 186,567 |
| 188,740 |
| (2,173) |
| (1.2)% | ||||
LLPS |
| 62,127 |
| 60,095 |
| 2,032 |
| 3.4% | ||||
Total revenue |
| 773,632 |
| 799,683 |
| (26,051) |
| (3.3)% | ||||
Cost of revenue (exclusive of depreciation and amortization): |
|
|
|
|
|
|
|
| ||||
ITPS |
| 434,252 |
| 450,353 |
| (16,101) |
| (3.6)% | ||||
HS |
| 130,781 |
| 139,182 |
| (8,401) |
| (6.0)% | ||||
LLPS |
| 39,826 |
| 37,441 |
| 2,385 |
| 6.4% | ||||
Total cost of revenues |
| 604,859 |
| 626,976 |
| (22,117) |
| (3.5)% | ||||
Selling, general and administrative expenses (exclusive of depreciation and amortization) |
| 117,720 |
| 111,774 |
| 5,946 |
| 5.3% | ||||
Depreciation and amortization |
| 41,529 |
| 45,848 |
| (4,319) |
| (9.4)% | ||||
Impairment of goodwill | 343 | — | 343 | 100.0% | ||||||||
Related party expense |
| 8,271 |
| 8,696 |
| (425) |
| (4.9)% | ||||
Operating profit |
| 910 |
| 6,389 |
| (5,479) |
| (85.8)% | ||||
Interest expense, net |
| 67,663 |
| 113,980 |
| (46,317) |
| (40.6)% | ||||
Debt modification and extinguishment costs (gain), net | 256 | (16,129) | 16,385 | (101.6)% | ||||||||
Sundry expense, net |
| 1,783 |
| 2,546 |
| (763) |
| (30.0)% | ||||
Other income, net |
| (1,314) |
| (1,583) |
| 269 |
| (17.0)% | ||||
Net loss before income taxes |
| (67,478) |
| (92,425) |
| 24,947 |
| (27.0)% | ||||
Income tax expense |
| (9,937) |
| (7,005) |
| (2,932) |
| 41.9% | ||||
Net loss | $ | (77,415) | $ | (99,430) | $ | 22,015 |
| (22.1)% | ||||
Revenue
For the nine months ended September 30, 2024, our revenue on a consolidated basis decreased by $26.1 million, or 3.3%, to $773.6 million from $799.7 million for the nine months ended September 30, 2023. We experienced revenue decline in ITPS and HS segments and revenue growth in LLPS segment. Our ITPS, HS, and LLPS segments constituted 67.9%, 24.1%, and 8.0% of total revenue, respectively, for the nine months ended September 30, 2024, compared to 68.9%, 23.6%, and 7.5%, respectively, for the nine months ended September 30, 2023. The revenue changes by reporting segment were as follows:
ITPS— For the nine months ended September 30, 2024, revenue attributable to our ITPS segment decreased by $25.9 million, or 4.7% compared to the same period in the prior year. The majority of this revenue decline is attributable to exiting contracts and statements of work from certain customers with revenue that we believe was unpredictable, non-recurring and were not a strategic fit to our long-term success. In June 2023, we sold our high-speed scanner business and this resulted in $5.5 million lower revenue in the current period as compared to the period ended September 30, 2023. The reported ITPS segment revenue benefited by $1.0 million from currency conversion during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.
HS— For the nine months ended September 30, 2024, revenue attributable to our HS segment decreased by $2.2 million, or 1.2% compared to the same period in the prior year primarily due to lower volumes from our new and existing healthcare customers.
LLPS— For the nine months ended September 30, 2024, revenue attributable to our LLPS segment increased by $2.0 million, or 3.4% compared to the same period in the prior year primarily due to an increase in project based engagements in legal claims administration services.
45
Cost of Revenue
For the nine months ended September 30, 2024, our cost of revenue decreased by $22.1 million, or 3.5%, compared to the nine months ended September 30, 2023. Costs in our ITPS segment decreased by $16.1 million, or 3.6%, primarily attributable to the corresponding decline in revenues. HS segment costs decreased by $8.4 million, or 6.0%, primarily due to decrease in employee-related cost. LLPS segment cost of revenue increased by $2.4 million, or 6.4%, primarily attributable to the corresponding increase in revenues.
The decrease in cost of revenues on a consolidated basis was primarily due to a decrease in employee-related costs of $42.4 million, lower infrastructure and maintenance costs of $12.7 million, which was offset by higher postage costs of $33.0 million.
Cost of revenue for the nine months ended September 30, 2024 was 78.2% of revenue compared to the 78.4% for the comparable same period in the prior year.
Selling, General and Administrative Expenses
SG&A expenses increased by $5.9 million, or 5.3%, to $117.7 million for the nine months ended September 30, 2024, compared to $111.8 million for the nine months ended September 30, 2023. The increase was primarily attributable due to profit on sale of our high-speed scanner business of $7.2 million recognized in September 2023, higher bad debts provisions by $13.3 million, higher infrastructure, maintenance and operating costs of $1.7 million, higher travel costs of $0.6 million, higher other SG&A expenses by $3.3 million offset by lower legal and professional fees of $15.6 million, $3.5 million in business interruption insurance recoveries and lower employee related cost by $1.1 million. SG&A expenses increased as a percentage of revenues to 15.2% for the nine months ended September 30, 2024 as compared to 14.0% for the nine months ended September 30, 2023.
Depreciation & Amortization
Total depreciation and amortization expenses were $41.5 million and $45.8 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in total depreciation and amortization expenses by $4.3 million was primarily due to a reduction in depreciation expense as a result of the expiration of the lives of assets acquired in prior periods and decrease in intangibles amortization expense due to end of useful lives for certain intangible assets during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Related Party Expenses
Related party expense was $8.3 million for the nine months ended September 30, 2024 compared to $8.7 million for the nine months ended September 30, 2023.
Interest Expense, net
Interest expense, net was $67.7 million for the nine months ended September 30, 2024 compared to $114.0 million for the nine months ended September 30, 2023. The decrease in total interest expense by $46.3 million was primarily due to amortization of debt exchange premium and reduction in interest costs due to exchange of notes in July 2023, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Debt modification and extinguishment costs (gain), net
There was $0.3 million of debt modification and extinguishment cost for the nine months ended September 30, 2024 compared to a gain of $16.1 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, we repurchased $4.0 million principal amount of the Second Lien Note (as defined and further described in “Indebtedness” below) for a net cash consideration of $4.0 million. The loss on early extinguishment of debt during the nine months ended September 30, 2024 totaled $0.3 million and is inclusive of $0.3 million write off of debt issuance costs. During the nine months ended September 30, 2023, we repurchased $13.8 million principal amount of 2023
46
Notes for a cash consideration of $4.4 million. The gain on early extinguishment of debt for the 2023 Notes during the nine months ended September 30, 2023 totaled $9.9 million and is inclusive of less than $0.1 million write off of original issue discount and debt issuance costs. During the nine months ended September 30, 2023, we repurchased $15.1 million principal amount of the 2023 Term Loans outstanding under the Credit Agreement for a cash consideration of $8.0 million. The gain on early extinguishment of debt for the 2023 Term Loans during the nine months ended September 30, 2023 totaled $7.1 million and is inclusive of less than $0.1 million write off of original issue discount and debt issuance costs. In July 2023, we recorded an additional debt extinguishment gain of $0.6 million when we fully repaid and discharged the remaining outstanding balance of $48.4 million under the 2023 Term Loans by making a cash payment of $44.8 million and by issuance of $3.0 million principal amount of Senior Secured April 2026 Notes in an exchange transaction. During the nine months ended September 30, 2023, we paid $1.6 million of exit fees on the partial prepayment of the BRCC Term Loan (as defined and further described in “Indebtedness” below) which was treated as a debt extinguishment cost.
Sundry Expense, net
The decrease in sundry expense, net by $0.8 million over the prior year period was primarily attributable to exchange rate fluctuations on foreign currency transactions.
Other Income, net
Other income, net was $1.3 million for the nine months ended September 30, 2024 compared to other income, net of $1.6 million for the nine months ended September 30, 2023.
Income Tax Expense
We recorded an income tax expense of $9.9 million for the nine months ended September 30, 2024 and an income tax expense of $7.0 million for the nine months ended September 30, 2023. The tax expense for the nine months ended September 30, 2024 is increased as compared to the nine months ended September 30, 2023. The increase is largely due to a remeasurement of existing uncertain tax positions in Canada and Germany as well as an increase in U.S. tax due to loss of attributes partially offset by the decrease in foreign earnings which is largely driven by decrease in Canadian tax expense in prior year. Our estimated annual effective tax rate of (14.7)% for the nine months ended September 30, 2024 differed from the expected U.S. statutory tax rate of 21.0% and was primarily impacted by permanent tax adjustments, state and local current expense, foreign operations, remeasurement of existing uncertain tax positions in Canada and Germany and valuation allowances, including valuation allowances on a portion of our deferred tax assets on U.S. disallowed interest expense carryforwards under the provisions of the TCJA.
Other Financial Information (Non-GAAP Financial Measures)
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net (loss) or income, plus income tax expense, interest expense, net, and depreciation and amortization. We have historically defined Adjusted EBITDA, including in the Form 10-Q for the quarter ended September 30, 2023, as EBITDA plus optimization and restructuring charges, including severance and retention expenses; transaction and integration costs; other non-cash charges, including non-cash compensation, (gain) or loss from sale or disposal of assets, and impairment charges; and management fees and expenses consistent with the definitions contained in our debt agreements.
Beginning with the 2023 Form 10-K, the Company has made certain changes to the way it defines Adjusted EBITDA that impact the comparability of the metrics to prior periods. Specifically, the Company will no longer include optimization and restructuring expenses, contract costs and certain other charges that we historically added back to our computation of Adjusted EBITDA consistent with the definitions in our debt agreements. The Company’s presentation of Adjusted EBITDA for the same period in the prior year also reflects this updated definition of Adjusted EBITDA (i.e., will not be the same as set forth in prior filings due to the change of definition).
We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.
47
Note Regarding Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations as our Board and management use EBITDA and Adjusted EBITDA 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 interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team. Net loss is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non GAAP financial measures have important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. 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. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
Three Months Ended September 30, 2024 compared to the Three Months Ended September 30, 2023
The following table presents a reconciliation of EBITDA and Adjusted EBITDA to our net loss, the most directly comparable GAAP measure, for the three months ended September 30, 2024 and 2023.
Three Months Ended September 30, | ||||||
| 2024 |
| 2023 | |||
Net Loss | $ | (24,937) | $ | (23,108) | ||
Income tax expense |
| 4,762 |
| 1,807 | ||
Interest expense, net |
| 23,446 |
| 24,708 | ||
Depreciation and amortization |
| 13,039 |
| 14,398 | ||
EBITDA |
| 16,310 |
| 17,805 | ||
Transaction and integration costs (1) |
| — |
| 3,221 | ||
Non-cash equity compensation (2) |
| 818 |
| 252 | ||
Other charges including non-cash (3) | (3,550) | (869) | ||||
Loss/(gain) on sale of assets (4) | (25) | 208 | ||||
Loss/(gain) on business disposals (5) | — | (750) | ||||
Debt modification and extinguishment costs (gain), net | 256 | (571) | ||||
Exit costs related to China operations | 484 | — | ||||
Impairment of goodwill |
| 343 |
| — | ||
Adjusted EBITDA |
| $ | 14,636 | $ | 19,296 | |
| (1) | Represents non-recurring legal, consulting and other fees and expenses incurred in connection with acquisitions, dispositions, debt-exchanges and other extraordinary transactions and events during the applicable period. |
| (2) | Represents the non-cash charges related to restricted stock units and options. |
| (3) | Represents 2022 network outage related insurance recoveries. |
| (4) | Represents a loss/(gain) recognized on the disposal of property, plant, and equipment and other assets. |
| (5) | Represents a loss/(gain) recognized on the sale of high-speed scanner business in the second quarter of 2023. |
48
Nine Months Ended September 30, 2024 compared to the Nine Months Ended September 30, 2023
The following table presents a reconciliation of EBITDA and Adjusted EBITDA to our net loss, the most directly comparable GAAP measure, for the nine months ended September 30, 2024 and 2023.
Nine Months Ended September 30, | ||||||
| 2024 |
| 2023 | |||
Net Loss | $ | (77,415) | $ | (99,430) | ||
Income tax expense |
| 9,937 |
| 7,005 | ||
Interest expense, net |
| 67,663 |
| 113,980 | ||
Depreciation and amortization |
| 41,529 |
| 45,848 | ||
EBITDA |
| 41,714 |
| 67,403 | ||
Transaction and integration costs (1) |
| 151 |
| 11,282 | ||
Non-cash equity compensation (2) |
| 2,378 |
| 565 | ||
Other charges including non-cash (3) | (3,550) | (688) | ||||
Loss/(gain) on sale of assets (4) | (557) | 1,146 | ||||
Loss/(gain) on business disposals (5) | — | (7,223) | ||||
Debt modification and extinguishment costs (gain), net | 256 | (16,129) | ||||
Exit costs related to China operations | 484 | — | ||||
Impairment of goodwill |
| 343 |
| — | ||
Adjusted EBITDA | $ | 41,219 | $ | 56,356 | ||
| (1) | Represents non-recurring legal, consulting and other fees and expenses incurred in connection with acquisitions, dispositions, debt-exchanges and other extraordinary transactions and events during the applicable period. |
| (2) | Represents the non-cash charges related to restricted stock units and options. |
| (3) | Represents 2022 network outage related insurance recoveries. |
| (4) | Represents a loss/(gain) recognized on the disposal of property, plant, and equipment and other assets. |
| (5) | Represents a loss/(gain) recognized on the sale of high-speed scanner business in the second quarter of 2023. |
Liquidity and Capital Resources
Overview
Under ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. The following conditions raise substantial doubt about our ability to continue as a going concern: a history of continuing net losses, net operating cash outflows, working capital deficits and accumulated deficit. Going concern matters are more fully discussed in Note 1, General of the condensed consolidated financial statements.
Liquidity is the availability of adequate amounts of cash with an enterprise to meet its needs for cash requirements. At September 30, 2024, cash, restricted cash, cash equivalents, and cash included in assets of disposal group held for sale totaled $45.6 million, including restricted cash of $34.1 million. As of September 30, 2024, our working capital deficit amounted to $262.8 million, an increase of $49.1 million as compared to working capital deficit of $213.7 million as of December 31, 2023 mainly due to current maturities of our long term debts.
In the ordinary course of business, we enter into contracts and commitments that obligate us to make payments in the future. These obligations include borrowings, interest obligations, purchase commitments, operating and finance lease commitments, employee benefit payments and taxes. Specifically, $5.9 million outstanding under the BRCC Revolver (as defined and described further in the description of “Indebtedness” below) is payable in two (2) monthly installments of $2.0 million in November 2024 and December 2024, with the remaining outstanding principal balance of $1.9 million payable on January 31, 2025. The current maturities under the Senior Secured Term Loan, the Second Lien Note, the secured borrowings under the BR Exar AR Facility (as defined and further described in “Indebtedness” below)
49
and the other debts are $2.0 million, $27.5 million, $8.7 million and $9.8 million, respectively. See Note 5 – Long-Term Debt and Credit Facilities, Note 7 – Employee Benefit Plans, and Note 8 – Commitments and Contingencies, to our condensed consolidated financial statements herein for further information on material cash requirements from known contractual and other obligations.
We plan to spend approximately 1.2% of total revenue on total capital expenditures over the next twelve months. Our business model has evolved to leverage cloud hosted platforms. This has reduced our capital expenditures and increased our operating expenses. This is the primary driver of changes in our capital expenditures when compared with historical periods. Our future cash requirements will depend on many factors, including our rate of revenue growth, our investments in strategic initiatives, applications or technologies, operation centers and acquisition of complementary businesses, which may require the use of significant cash resources and/or additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which may adversely impact our business, operating results and financial condition.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company has implemented favorable provisions of the CARES Act, including the refundable payroll tax credits and the deferment of employer social security payments. At the end of 2021, the Company paid a portion of the deferred employer social security due as per Internal Revenue Service’s guidance. The remaining balance of deferred employer social security taxes will need to be paid by fiscal year 2024. The Company similarly used COVID-19 relief measures in various European jurisdictions, including permitted deferrals of certain payroll, social security and value added taxes. At the end of 2021, the Company paid a portion of these deferred payroll taxes, social security and value added taxes. The remaining balance of European deferred payroll taxes, social security and value added taxes will need to be paid by April 2027 as per deferment timeline.
The Amended Receivables Purchase Agreement (as defined and described further in the description of “Indebtedness” below) entered into on June 17, 2022 provides us access to liquidity through the sale of receivables. Under the Amended Receivables Purchase Agreement, transfers of accounts receivable are treated as sales and are accounted for as a reduction in accounts receivable because the agreement transfers effective control over and risk related to the accounts receivable to the purchasers of the receivables. The Company de-recognized $126.5 million and $377.1 million of accounts receivable under this agreement during the three and nine months ended September 30, 2024, respectively. The Company de-recognized $119.3 million and $382.2 million of accounts receivable under this agreement during the three and nine months ended September 30, 2023, respectively. The amount remitted to the Purchasers during the three and nine months ended September 30, 2024 was $127.7 million and $377.0 million, respectively. The amount remitted to the Purchasers during the three and nine months ended September 30, 2023 was $119.0 and $385.5 million, respectively. Unsold accounts receivable of $29.0 million and $41.2 million were pledged by the SPEs as collateral to the Purchasers as of September 30, 2024 and December 31, 2023, respectively.
With an objective to increase free cash flows and in order to maintain sufficient liquidity to support profitable growth, the Company is pursuing further reduction in debt and repricing of existing debt. The Company will continue to pursue the sale of certain non-core businesses that are not central to the Company’s long-term strategic vision and invest in the acquisition of businesses that enhance the value proposition. The Company also plans to take further action to raise additional funds in the debt and equity capital markets. There can be no assurances, however, that any of these initiatives will be consummated or will achieve its desired result.
50
Cash Flows
The following table summarizes our cash flows for the periods indicated:
Nine Months Ended September 30, | |||||||||
| 2024 |
| 2023 |
| Change | ||||
Net cash used in operating activities | $ | (12,218) | $ | (37,972) | $ | 25,754 | |||
Net cash (used in) provided by investing activities |
| (5,766) |
| 21,259 | (27,025) | ||||
Net cash (used in) provided by financing activities |
| (3,703) |
| 17,193 |
| (20,896) | |||
Subtotal | $ | (21,687) |
| 480 | $ | (22,167) | |||
Effect of exchange rates on cash, restricted cash, cash equivalents, and cash included in assets of disposal group held for sale |
| 148 |
| (53) |
| 201 | |||
Net (decrease) increase in cash, restricted cash, cash equivalents, and cash included in assets of disposal group held for sale | $ | (21,539) | $ | 427 | $ | (21,966) | |||
Analysis of Cash Flow Changes between the nine months ended September 30, 2024 and September 30, 2023
Operating Activities—The decrease of $25.8 million in net cash used in operating activities for the nine months ended September 30, 2024 was primarily due to improvement in debt amortization cost by $40.5 million, lower cost of revenue, lower selling, general and administrative expenses and other expenses, improvement in operating cycle for accounts receivable and accounts payable and accrued liabilities. This increase in cash generated in operating activities was partially offset by lower realization from prepaid expenses during the nine months ended September 30, 2024.
Investing Activities—The decrease of $27.0 million in net cash provided by investing activities for the nine months ended September 30, 2024 was primarily due to sale of our high-speed scanner business during the nine months ended September 2023.
Financing Activities— Cash used in financing activities during the nine months ended September 30, 2024 was $3.7 million, primarily as a result of $45.4 million of proceeds from borrowings under the BR Exar AR Facility and net proceeds of $38.0 million from other loans, $0.5 million proceeds from issuance of April 2026 notes offset by $43.3 million of principal repayments on Senior Secured Term Loans, Second Lien Notes, BRCC Revolver and other loans, $37.5 million of repayment under the BR Exar AR Facility and $1.1 million for payment for debt issuance cost.
Cash provided by financing activities during the nine months ended September 30, 2023 was $17.2 million, primarily as a result of $67.0 million of net proceeds from equity offerings, $31.5 million of proceeds from the Second Lien Note, $20.0 million of proceeds from borrowings under the BR Exar AR Facility, $9.6 million of proceeds from borrowings under the BRCC Revolver, $40.0 million of proceeds from Senior Secured Term Loan and net proceeds of $21.8 million from other loans which is offset by debt issuance costs of $8.3 million, repayments on the BRCC Facility, senior secured term loans, factoring arrangement and other loans of $125.9 million, $23.2 million of repayment under the BR Exar AR Facility and cash outflow of $11.9 million for debt repurchases.
Indebtedness
Following is a description of the Company’s key indebtedness.
July 2026 Notes
As of January 1, 2023, there was outstanding $980.0 million aggregate principal amount of 11.5% First-Priority Senior Secured Notes scheduled to mature July 15, 2026 (the “July 2026 Notes”) issued by Exela Intermediate LLC and Exela Finance Inc. (together, the “Issuers”), wholly-owned subsidiaries of the Company. The July 2026 Notes are guaranteed by nearly all U.S. subsidiaries of Exela Intermediate LLC. The July 2026 Notes bear interest at a rate of 11.5% per year. We are required to pay interest on the July 2026 Notes on January 15 and July 15 of each year, and commenced making such interest payments on July 15, 2022. The Issuers may redeem the July 2026 Notes in whole or
51
in part from time to time, at a redemption price of 100%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
On July 11, 2023, the Issuers, certain guarantors and U.S. Bank Trust Company, National Association, as trustee, entered into an indenture (the “April 2026 Notes Indenture”) governing the 11.5% First-Priority Senior Secured Notes scheduled to mature July 12, 2026 (the “April 2026 Notes”), and the Issuers issued approximately $764.8 million aggregate principal amount of the April 2026 Notes as consideration for the exchange of $956.0 million aggregate principal amount of the Issuers’ existing July 2026 Notes pursuant to a public exchange offer (the “2023 Exchange”), which was equivalent to issuing $800 of the April 2026 Notes per $1,000 principal amount of the existing July 2026 Notes. The Company performed an assessment of the 2023 Exchange and determined that it met the criteria to be accounted for as a troubled debt restructuring under ASC 470-60. The undiscounted cash flows associated with the April 2026 Notes issued were compared to the carrying value of the exchanged July 2026 Notes and since the undiscounted cash flows of the April 2026 Notes exceeded the carrying value of the exchanged July 2026 Notes, the carrying value of the April 2026 Notes was established at the carrying value of the exchanged July 2026 Notes and the Company established new effective interest rates based on the carrying value of the exchanged July 2026 Notes prior to the 2023 Exchange. The difference between the principal amount of the issued April 2026 Notes and their carrying value was recorded as a premium and is included in long-term debt on the Company’s condensed consolidated balance sheets. The Company recorded a premium of $142.3 million on the notes exchange, which will be reduced as contractual interest payments are made on the April 2026 Notes.
On July 11, 2023, the Company entered into a seventh supplemental indenture to the indenture governing the July 2026 Notes which eliminated substantially all of the restrictive covenants, eliminated certain events of default, modified covenants regarding mergers and consolidations and modified or eliminated certain other provisions, including certain provisions relating to future guarantors and defeasance, contained in the July 2026 Notes Indenture and the July 2026 Notes. In addition, all of the collateral securing the July 2026 Notes was released pursuant to the seventh supplemental indenture.
The July 11, 2023 transaction resulted in cancellation of debt income (“CODI”) for tax purposes. Absent an exception, a debtor recognizes CODI upon discharge of its outstanding indebtedness for an amount of consideration that is less than the outstanding debt. The Internal Revenue Code of 1986, as amended, (the “Code”), provides that a debtor may wholly or partially exclude CODI from taxable income but must reduce certain of its tax attributes by the amount of CODI excluded from taxable income. Pursuant to the U.S. tax rules, the Company computes the final CODI calculation based on the tax basis as of the last day of the fiscal tax year (i.e., December 31, 2023) which includes the date in which the debt transaction occurred. For the year ended December 31, 2023, the Company generated CODI in the amount of $780.0 million, of which $54.0 million was included in the fiscal year 2023 taxable income and $726.0 million was excluded from taxable income, resulting in the elimination of $624.0 million gross federal and state net operating losses.
As a result of the 2023 Exchange and periodic repurchases (as discussed below), $24.0 million aggregate principal amount of the July 2026 Notes maturing July 15, 2026 remained outstanding as of September 30, 2024.
Senior Secured April 2026 Notes
On July 11, 2023, the Issuers issued approximately $767.8 million aggregate principal amount of the April 2026 Notes under the April 2026 Notes Indenture, which includes the April 2026 Notes issued pursuant to the 2023 Exchange (as described above) and $3.0 million issued in exchange of other indebtedness. The April 2026 Notes are scheduled to mature on April 15, 2026.
Interest on the April 2026 Notes will accrue at 11.5% per annum and will be paid semi-annually, in arrears, on January 15 and July 15 of each year, beginning July 15, 2023. Interest will be payable in cash or in kind by issuing additional April 2026 Notes (or increasing the principal amount of the outstanding April 2026 Notes) (“PIK Interest”) as described below: (A) for the July 15, 2023 interest payment date, such interest was paid in kind as PIK Interest, (B) for each interest payment date from and including the January 15, 2024 interest payment date through and including the July 15, 2024 interest payment date, such interest shall be paid in cash in an amount equal to (i) 50% of such interest plus (ii) an amount not to exceed an amount that, pro forma for such payment, would leave the issuers with Unrestricted Cash (as
52
defined in the April 2026 Notes Indenture) of at least $15.0 million, with the remaining interest paid in kind as PIK Interest, and (C) for interest payment dates falling on or after January 15, 2025, such interest shall be paid in cash.
On July 15, 2023, the Company issued $44.1 million in aggregate principal amount of the April 2026 Notes as a payment for PIK Interest that would otherwise have been due to holders of the July 2026 Notes that participated in the 2023 Exchange. On January 15, 2024, the Company issued $23.3 million in aggregate principal amount of the April 2026 Notes as a payment for PIK Interest due on January 15, 2024 in respect of the April 2026 Notes. On July 15, 2024, the Company issued $24.0 million in aggregate principal amount of the April 2026 Notes as a payment for PIK Interest due on July 15, 2024 in respect of the April 2026 Notes. On September 30, 2024, the Company, through one of its subsidiaries, sold $3.0 million face value of April 2026 Notes for a net sale consideration of $0.5 million to affiliates of the Executive Chairman. $862.3 million aggregate principal amount of the April 2026 Notes remained outstanding as of September 30, 2024.
The Issuers’ obligations under the April 2026 Notes and the April 2026 Notes Indenture are irrevocably and unconditionally guaranteed, jointly and severally, by the same guarantors (the “Guarantors”) that guarantee the July 2026 Notes (other than certain guarantors that have ceased to have operations or assets) and by certain of the Issuers’ other affiliates (the “Affiliated Guarantors”). The April 2026 Notes and the related guarantees are first-priority senior secured obligations of the Issuers, the Guarantors and Affiliated Guarantors.
The issuers may redeem the April 2026 Notes at their option, in whole at any time or in part from time to time, at a redemption price of 100%, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, the April 2026 Notes will be mandatorily redeemable in part upon the sale of certain assets that constitute additional credit support.
The April 2026 Notes Indenture contains covenants that limit the Issuers’ and the Affiliated Guarantors and their respective subsidiaries’ ability to, among other things, (i) incur or guarantee additional indebtedness, (ii) pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments, (iii) make investments, (iv) consummate certain asset sales, (v) engage in certain transactions with affiliates, (vi) grant or assume certain liens and (vii) consolidate, merge or transfer all or substantially all of their assets. These covenants are subject to a number of important limitations and exceptions. In addition, upon the occurrence of specified change of control events, the Issuers must offer to repurchase the April 2026 Notes at 101% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The April 2026 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding April 2026 Notes to be due and payable immediately.
2023 Term loan
During the nine months ended September 30, 2023 as a result of the private exchange, repurchases (as discussed below) and periodic principal repayments, $48.4 million aggregate principal amount of the 2023 Term Loans were outstanding as of July 11, 2023, the date the Company fully repaid and discharged the remaining outstanding balance of the 2023 Term Loans by making a cash payment of $44.8 million and by issuance of $3.0 million principal amount of Senior Secured April 2026 Notes.
Repurchases
In July 2021 the Company commenced a debt buyback program to repurchase senior secured indebtedness, which is ongoing. During the three and nine months ended September 30, 2024, the Company repurchased $4.0 million principal amount of the Second Lien Note (as defined below) for a net cash consideration of $4.0 million. The loss on early extinguishment of debt during the three and nine months ended September 30, 2024 totaled $0.3 million and is inclusive of $0.3 million write off of debt issuance costs.
During the nine months ended September 30, 2023, we repurchased $13.8 million principal amount of the Issuers’ 10.0% First Priority Senior Secured Notes due 2023 (“2023 Notes”) for a net cash consideration of $4.4 million. The gain on early extinguishment of debt during the nine months ended September 30, 2023 totaled $9.9 million and is
53
inclusive of less than $0.1 million write off of original issue discount and debt issuance costs, respectively. During the nine months ended September 30, 2023, we repurchased $15.1 million principal amount of the 2023 Term Loan for net cash consideration of $8.0 million. The gain on early extinguishment of debt during the nine months ended September 30, 2023 totaled $7.1 million and is inclusive of less than $0.1 million write off of original issue discount and debt issuance costs, respectively.
BRCC Facility
On November 17, 2021, GP2 XCV, LLC, a subsidiary of the Company (“GP2 XCV”), entered into a borrowing facility with B. Riley Commercial Capital, LLC (which was subsequently assigned to BRF Finance Co., LLC (“BRF Finance”)) pursuant to which such subsidiary was able to borrow an original principal amount of $75.0 million, which was later increased to $115.0 million as of December 7, 2021 (as the same may be amended from time to time, the “BRCC Term Loan”). On March 31, 2022, GP2 XCV and B. Riley Commercial Capital, LLC amended this facility to permit GP2 XCV to borrow up to $51.0 million under a separate revolving loan (the “BRCC Revolver”, collectively with the BRCC Term Loan, the “BRCC Facility”).
The BRCC Facility is secured by a lien on all the assets of GP2 XCV and by a pledge of the equity of GP2 XCV. GP2 XCV is a bankruptcy-remote entity and as such its assets are not available to other creditors of the Company or any of its subsidiaries other than GP2 XCV. Interest under the BRCC Facility accrues at a rate of 11.5% per annum (13.5% per annum default rate) and is payable quarterly on the last business day of each March, June, September and December. The purpose of BRCC Term Loan was to fund certain repurchases of the secured indebtedness and to provide funding for certain debt exchange transactions. The purpose of BRCC Revolver is to fund general corporate purposes.
The BRCC Facility matured on June 10, 2023. As of December 31, 2023, the Company had fully repaid the outstanding balance under the BRCC Term Loan. During the nine months ended September 30, 2024, we repaid $14.0 million of outstanding principal amount under the BRCC Revolver. As of September 30, 2024, there remained borrowings of $5.9 million outstanding under the BRCC Revolver. The outstanding principal amount under the BRCC Revolver is payable in two (2) monthly installments of $2.0 million in November 2024 and December 2024, with the remaining outstanding principal balance of $1.9 million payable on January 31, 2025.
Senior Secured Term Loan
On July 11, 2023, Exela Intermediate LLC and Exela Finance Inc., wholly-owned subsidiaries of the Company, entered into a financing agreement with certain lenders and Blue Torch Finance LLC, as administrative agent, pursuant to which the lenders extended a $40.0 million term loan (“Senior Secured Term Loan”). On the same date, the Company used proceeds of this term loan to repay a corresponding amount of its existing debt. On January 12, 2024, $1.0 million of certain waiver and consent fees payable by subsidiaries of the Company under the term of Senior Secured Term Loan were added to outstanding balance of the Senior Secured Term Loan.
The Senior Secured Term Loan shall be, at the option of the Company, either a Reference Rate Loan, or a Secured Overnight Financing Rate (“SOFR”) Loan. Each portion of the Senior Secured Term Loan that is a Reference Rate Loan bears interest on the principal amount outstanding from the date of the Senior Secured Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin. “Reference Rate” for any period means the greatest of (i) 4.00% per annum, (ii) the federal funds rate plus 0.50% per annum, (iii) the Adjusted Term SOFR (which rate shall be calculated based upon an interest period of 1 month and shall be determined on a daily basis) plus 1.00% per annum, and (iv) the rate last quoted by the Wall Street Journal as the "Prime Rate" in the United States. “Applicable Margin,” with respect to the interest rate of (a) any Reference Rate Loan is 10.39% per annum, and (b) any SOFR Rate Loan is 11.39% per annum. SOFR Rate Loans shall bear interest on the principal amount outstanding, at a rate per annum equal to the Adjusted Term SOFR rate for the Interest Period in effect for the Term Loan plus Applicable Margin. “Adjusted Term SOFR” means the rate per annum equal to Term SOFR for such calculation, plus 0.26161%. “Term SOFR,” for calculation with respect to a SOFR Rate Loan, is the per annum forward-looking term rate based on secured overnight financing rate for a tenor comparable to the applicable interest period on the day that is two business days prior to the first day of such interest period. However, with respect to a Reference Rate Loan, “Term SOFR” means the per annum forward-looking term rate based on secured overnight financing rate for a tenor of three months on the
54
day that is two business days prior to such day. If Term SOFR as so determined shall ever be less than 4.00%, then Term SOFR shall be deemed to be 4.00%.
The Company may, at any time, elect to have interest on all or a portion of the loans be charged at a rate of interest based upon Term SOFR (the “SOFR Option”) by notifying the administrative agent at least three (3) business days prior to the proposed change. Such notice needs to be provided in the case of the continuation of a SOFR Rate Loan as a SOFR Rate Loan on the last day of the then current interest period. The Company shall have not more than 5 SOFR Rate Loans in effect at any given time, and only may exercise the SOFR Option for SOFR Rate Loans of at least $500,000 and integral multiples of $100,000 in excess thereof.
As of September 30, 2024, there were borrowings of $39.0 million outstanding under the Senior Secured Term Loan. The outstanding principal amount of the Senior Secured Term Loan shall be repaid in seven (7) equal quarterly installments of $0.5 million commencing December 31, 2024, with the remaining outstanding principal amount of $35.5 million payable at maturity along with accrued and unpaid interest. The maturity date of the Senior Secured Term Loan is January 14, 2026.
The Company may, at any time, prepay the principal of the Senior Secured Term Loan. Each prepayment shall be accompanied by the payment of accrued interest and the applicable premium, if any. Each prepayment shall be applied against the remaining installments of principal due on the Senior Secured Term Loan in the inverse order of maturity. The applicable premium shall be payable in the form of a make-whole amount if prepayment is made within one year of the borrowing date (the “First Period”). If optional prepayment is made after the year one anniversary of the borrowing date to the date of the two-year anniversary (the “Second Period”), the applicable premium shall be an amount equal to 1% times the amount of the principal amount of the Senior Secured Term Loan being paid on such date. The applicable premium shall be zero in case of prepayment after the date of the two-year anniversary of the borrowing date. Further, during the Second Period, if the prepayment is because of an event of default or termination of contract for any reason, the applicable premium shall be 1% times the aggregate principal amount of the Senior Secured Term Loan outstanding on such date.
The Senior Secured Term Loan contains customary events of default, cross-default provisions, affirmative and negative covenants, including limitation on the Company’s and certain of its subsidiaries’ ability to create, incur or allow certain liens; enter into sale and lease-back transactions; make any restricted payments; undergo fundamental changes, as well as certain financial covenants. The cross-default provisions are triggered if the parent, borrower, affiliates, or significant subsidiaries defaults on any debt that is greater than $25 million if the effect of such default or event is to (i) accelerate, or to permit the acceleration of, the maturity of such indebtedness; (ii) allow such indebtedness to be declared due and payable or (iii) required such indebtedness to be prepaid (other than by a regularly scheduled required prepayment) or redeemed, in each case, prior to the stated maturity thereof. The Company was in compliance with all financial covenants as of September 30, 2024.
Securitization Facility
On June 17, 2022, the Company entered into an amended and restated receivables purchase agreement (as amended, the “Amended Receivables Purchase Agreement”) under an existing $150.0 million securitization facility (the “Securitization Facility”) among certain of the Company’s subsidiaries, Exela Receivables 3, LLC (the “Securitization Borrower”), Exela Receivables 3 Holdco, LLC (the “Securitization Parent SPE,” and together with the Securitization Borrower, the “SPEs”) and certain global financial institutions (the “Purchasers”). The Amended Receivables Purchase Agreement extended the term of the Securitization Facility such that the SPEs may sell certain accounts receivable to the Purchasers until June 17, 2025. Under the Amended Receivables Purchase Agreement, transfers of accounts receivable from the SPEs are treated as sales and are accounted for as a reduction in accounts receivable, because the agreement transfers effective control over and risk related to the accounts receivable to the Purchasers. The Company and related subsidiaries have no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities, and, once sold, the accounts receivable are no longer available to satisfy creditors of the Company, the operating subsidiaries of the Company that agreed to sell receivables in connection with the Securitization Facility (the “Securitization Originators”), or any other relevant subsidiaries.
55
The sales of accounts receivable under the Amended Receivables Purchase Agreement are transacted at 100% of the face value of the relevant accounts receivable, resulting in derecognition of the accounts receivable from the Company’s condensed consolidated balance sheet. The Company de-recognized $126.5 million and $377.1 million of accounts receivable under this agreement during the three and nine months ended September 30, 2024, respectively. The Company de-recognized $119.3 million and $382.2 million of accounts receivable under this agreement during the three and nine months ended September 30, 2023, respectively. The amount remitted to the Purchasers during the three and nine months ended September 30, 2024 was $127.7 million and $377.0 million, respectively. The amount remitted to the Purchasers during the three and nine months ended September 30, 2023 was $119.0 and $385.5 million, respectively. Unsold accounts receivable of $29.0 million and $41.2 million were pledged by the SPEs as collateral to the Purchasers as of September 30, 2024 and December 31, 2023, respectively. The program resulted in a pre-tax loss of $2.4 million and $6.7 million for the three and nine months ended September 30, 2024, respectively. The program resulted in a pre-tax loss of $2.0 million and $5.9 million for the three and nine months ended September 30, 2023, respectively.
BR Exar AR Facility
On February 12, 2024, certain of the Company’s subsidiaries entered into a receivables purchase agreement with BR Exar, LLC (“BREL”), an affiliate of B. Riley Commercial Capital, LLC (as subsequently amended on February 29, 2024, March 29, 2024, March 31, 2024, April 24, 2024, May 24, 2024 and June 25, 2024, July 29, 2024, August 13, 2024, August 30, 2024 and September 27, 2024 the “BR Exar AR Facility”). The Company received an aggregate of $45.0 million, net of legal and other fees of $0.4 million, under the BR Exar AR Facility. Under the terms of the BR Exar AR Facility, certain of the Company’s subsidiaries agreed to sell certain existing receivables and all of their future receivables to BREL until such time as BREL shall have collected $50.0 million, net of any costs, expenses or other amounts paid to or owing to the buyer under the agreement. BREL collected $41.3 million under the BR Exar AR Facility during the period from February 2024 to September 2024. As of September 30, 2024, there was a $8.7 million outstanding balance under the BR Exar AR Facility.
Second Lien Note
On February 27, 2023, the SPEs and B. Riley Commercial Capital, LLC entered into a new Secured Promissory Note (which was subsequently assigned to BRF Finance) pursuant to which B. Riley Commercial Capital, LLC agreed to lend up to $35.0 million secured by a second lien pledge of the Securitization Borrower (the “Second Lien Note”). The Second Lien Note is scheduled to mature on June 17, 2025 and bears interest at a per annum rate of one-month Term SOFR plus 7.5%. The SPEs are party to the Amended Receivables Purchase Agreement, thus the transactions necessitated amendments to that agreement and related documents to permit the addition of subordinated debt and additional borrowing capacity into that transaction structure, in addition to providing for a $5.0 million fee to the lenders for facilitating the transaction. In connection with the above-described facility, we also amended the BRCC Term Loan and BRCC Revolver to provide for $9.6 million of borrowing capacity, which was drawn as described above.
As of September 30, 2024, there were borrowings of $27.5 million outstanding under the Second Lien Note payable at maturity.
Potential Future Transactions
We may, from time to time explore and evaluate possible strategic transactions, which may include joint ventures, as well as business combinations or the acquisition or disposition of assets. In order to pursue certain of these opportunities, additional funds will likely be required. Subject to applicable contractual restrictions, to obtain such financing, we may seek to use cash on hand, or we may seek to raise additional debt or equity financing through private placements or through underwritten offerings. There can be no assurance that we will enter into additional strategic transactions or alliances, nor do we know if we will be able to obtain the necessary financing for transactions that require additional funds on favorable terms, if at all. In addition, pursuant to registration rights agreements that we have entered into, or may enter into in the future, certain of our stockholders may have the right to demand underwritten offerings of our Common Stock. We may from time to time in the future explore, with certain of those stockholders the possibility of an underwritten public offering of our Common Stock held by those stockholders. There can be no assurance as to whether or when such transactions may be commenced or completed, or as to the actual size or terms of the offering.
56
On July 1, 2024, the Company had announced that its Board had authorized the Company to consider a spin-off of its wholly-owned subsidiary Exela Technologies BPA, LLC (the holding company for the Company’s business process automation business which includes our HS and LLPS segments and part of our ITPS segment, and collectively with all of its subsidiaries, the “BPA Business”). However, this spin-off plan has now been abandoned by the Company.
Critical Accounting Policies and Estimates
The preparation of financial statements requires the use of judgments and estimates. Our critical accounting policies and estimates provide a better understanding of how we develop our assumptions and judgments about future events and related estimations and how they can impact our financial statements. A critical accounting estimate is one that requires subjective or complex estimates and assessments, and is fundamental to our results of operations. We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We believe the current assumptions, judgments and estimates used to determine amounts reflected in our condensed consolidated financial statements are appropriate; however, actual results may differ under different conditions. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included in this document. Refer to "Critical Accounting Policies and Estimates" contained in Part II, Item 7 of the 2023 Form 10-K for a complete discussion of our critical accounting estimates. There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
There have been no material changes to the Company’s market risk during the nine months ended September 30, 2024. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2023 Form 10-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Executive Chairman and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Executive Chairman and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Executive Chairman and Interim Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting that are described in the 2023 Form 10-K.
Notwithstanding such material weaknesses in internal control over financial reporting, our management, including our Executive Chairman and Interim Chief Financial Officer, has concluded that our condensed consolidated financial statements present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this quarterly report, in conformity with U.S. generally accepted accounting principles.
57
Remediation
As previously described in Part II—Item 9A – Controls and Procedures of the 2023 Form 10-K, we continue to implement a remediation plan to address the material weaknesses mentioned above. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
58
第二部分。其他信息
項目1. 法律訴訟
衍生訴訟
2020年7月8日，原告格雷戈裏·麥肯納提起了股東衍生訴訟，針對Exela的現任和前任董事和高管提出了以下訴訟請求：(1)違反《證券交易法》第14(a)條；(2)違反《證券交易法》第10(b)條和100億.5號規則；(3)違反《證券交易法》第20(a)條；(4)違反受託責任；(5)不當得利；以及(6)濫用公司資產。2020年12月21日，原告理查德·W·莫瑟和喬納森·岡薩雷斯提起了一項內容類似的股東衍生訴訟，已與麥肯納訴訟案合併。這些訴訟請求源自跟公司的2020年財務報表修正有關的事實指控，涉及2017年、2018年以及2019年9月30日的中期時段。這些指控是與2023年12月解決的申安全證券集體訴訟案無關的，然而這些訴訟請求並未因和解而解除，目前還無法判斷該事項是否有可能的不利結局；但是，公司認爲自己有充分的辯護理由。
商業中斷保險索賠
2022年下半年，公司遭遇了一起網絡安全事件（「2022年網絡中斷」），影響了公司部分的運營和信息技術系統。由於2022年網絡中斷，公司遭受了營業收入損失併發生了一定額度的額外成本。2023年8月29日，公司向其保險公司提交了一份4460萬美元的索賠，用於賠償2022年網絡中斷相關的損失（「2023年8月索賠」）。2023年，公司從基礎和第一超額承保人那裏收到了1080萬美元的保險賠款，用於賠償與營業中斷有關的損失。2024年4月17日，公司對兩家超額承保人（統稱爲「第二超額保險人」）提起了一項訴訟（「保險訴訟」），尋求一個宣告判決，並指控違約和惡意不支付他們應賠償2023年8月索賠的損失。2024年8月9日，公司與一家第二超額保險人達成了360萬美元的和解，且在2024年10月15日，公司與另外一家第二超額保險人就360萬美元（減去已支付金額）達成了和解。2024年10月8日，公司提出了修改訴狀申請書（「修改後的訴狀」），以將另外兩家超額承保人列入保險訴訟。修改後的訴狀於2024年10月24日提交。目前還無法判斷該事項的處理結果；然而，公司認爲自己有充分理由並計劃積極主張它們。
網絡故障SEC事件
2024年11月12日，SEC工作人員通知公司，他們打算對公司在2022年夏季經歷的先前披露的網絡故障展開調查。自2024年7月以來，公司一直在回答SEC工作人員關於該故障的非正式問題，並將全力配合調查。公司認爲自己的行爲是正確的，但在這個早期階段，無法預測調查的範圍或結果。
其他
我們時常涉及其他法律訴訟、調查、索賠和糾紛事項，這些事項是業務日常運作中出現的。儘管我們的管理層無法預測這些事項的結果，但我們的管理層認爲這些行動不會對我們的財務狀況、經營業績或現金流產生重大不利影響。
第1A項。風險因素。
除下面列出的風險因素外，在2023年10-K表中「第I部分，1A.風險因素」和我們的2023年第一季度報告Form 10-Q中先前披露的風險因素沒有發生重大變化。
59
截至2024年6月30日的季度期間。我們目前尚不知的其他風險和不確定性，或我們當前認爲微不足道的風險，也可能對我們的業務、財務狀況和/或經營結果產生重大不利影響。
我們的證券已從納斯達克退市，面臨在場外交易市場交易的風險。
2024年11月6日，我們收到了來自納斯達克的書面通知，通知我們將於2024年11月8日暫停交易我們的普通股和B系列累計可轉換永久優先股（「B系列優先股」）（前納斯達克代碼：XELA和XELAP），並將向證券交易委員會（「SEC」）提交一份25-NSE表格，以從納斯達克退市。我們將繼續受到SEC報告義務的約束。
由於暫停和退市，我們的普通股和B系列優先股於2024年11月8日在場外交易粉色市場以「XELA」和「XELAP」代碼開始交易，目前該市場是我們證券唯一的交易市場。我們預計納斯達克將很快向SEC提交一份25-NSE表格，以正式將公司的證券從納斯達克的上市和註冊中移除，儘管此類提交的確切時間目前尚不清楚。我們無法保證我們的證券將繼續在場外交易粉色市場交易，是否經銷商將繼續在場外交易粉色市場提供我們證券的公開報價，是否我們證券在場外交易粉色市場的成交量將足以提供一個有效的交易市場，或未來我們證券的報價是否將繼續在場外交易粉色市場上存在，這可能導致成交量顯著降低並減小投資者買入或賣出我們證券的流動性。此外，我們可能面臨重大不利後果，包括市場報價對我們證券的有限可用性，以及在發行額外證券或獲得額外融資方面的能力下降，外加由於退市而可能對我們和我們的業務產生的負面看法。
項目2. 未註冊的股權證券銷售及收益使用，以及發行人購買股權證券。
在2022年8月10日，董事會批准了一項股票回購計劃（「2022股票回購計劃」），根據該計劃，公司被授權可根據情況在兩年內通過多種方式回購最多50,000股普通股，包括公開市場交易和私下協商交易。2022股票回購計劃並不要求公司回購任何股票。是否回購股票以及回購的時機將根據普通股價格、一般業務及市場情況以及其他投資考慮和因素來決定。在截至2024年9月30日的九個月內，未通過2022股票回購計劃回購任何股票。截至2024年9月30日，我們根據2022股票回購計劃總共回購並同時註銷了1,787股普通股。在截至2024年9月30日的三個月內的股票回購活動如下：
|
|
| 股票總數 |
| 最大 | ||||
股票數量 | 數量 | ||||||||
價格 | 股份 | ||||||||
部分 | 部分公開 | ||||||||
平均 | 公開 | 已購買 | |||||||
數字 | 價格 | 公告 | 在 | ||||||
股票數量 | 每股支付 | 545,786 | 545,786 | ||||||
Period | 已購買 | 分享 | 節目 | 節目 | |||||
2024年7月1日-2024年7月31日 | — | $ | — | — | 48,213 | ||||
2024年8月1日至2024年8月31日 | — | — | — | 48,213 | |||||
2024年9月1日至2024年9月30日 | — | $ | — | — | 48,213 | ||||
總計 | — |
| |||||||
項目3：高級券的違約
無。
60
61
項目6：展品
附件編號。 |
| 描述 |
3.1 | Exela technologies公司特別表決優先股淘汰證明書, 於2024年7月26日生效 (參照公司於2024年7月29日向SEC提交的8-k表格的文件) | |
31.1* | 負責執行的主要執行官根據1934年修訂後的證券交易法第13a-14(a)條款和第15d-14(a)條款規定, 根據2002年Sarbanes Oxley法案第302條款通過的證明書 | |
31.2* | 根據1934年修訂的證券交易所法第13a-14(a)條和第15d-14(a)條，根據《薩班斯-奧克利法》第302條的採用要求，財務和會計主管的認證。 | |
32.1** | ||
32.2** | ||
101.INS | Inline XBRL實例文檔（該實例文檔未出現在交互式數據文件中，因爲其XBRL標記嵌入在Inline XBRL文檔中） | |
101.SCH | Inline XBRL分類擴展模式 | |
101.CAL | Inline XBRL分類擴展計算鏈接基礎 | |
101.DEF | 內聯XBRL分類擴展定義鏈接庫 | |
101.LAB | Inline XBRL分類擴展標籤鏈接基礎 | |
101.PRE | 內聯XBRL分類擴展展示鏈接庫 | |
104 | 嵌入內聯XBRL文檔中的封面交互數據文件（包括於展示文本編號101中） |
* 隨此提交。
** 隨函附上。
62
63