8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 15, 2024

EXELA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36788	47-1347291
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2701 E. Grauwyler Rd. Irving, TX	75061
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, Par Value $0.0001 per share	XELA	The Nasdaq Stock Market LLC
6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share	XELAP	The Nasdaq Stock Market LLC

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

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

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

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

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

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

☐ Emerging growth company

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

Item 2.02 Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 is a copy of a press release of Exela Technologies, Inc., dated August 15, 2024, announcing certain operating results for the fiscal quarter ended June 30, 2024. The information in the press release is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.

In accordance with General Instruction B.2 on Form 8-K, the information set forth under this Item 2.02 of this Current Report on Form 8-K, including the press release attached as an exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release, dated August 15, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL).

2

SIGNATURE

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

Dated: August 15, 2024

EXELA TECHNOLOGIES, INC.
By:	/s/ Zach Maul
	Name: Zach Maul
	Title: Secretary

3

EX-99.1

Exhibit 99.1

Exela Technologies, Inc. Reports Second Quarter 2024 Results

August 15, 2024

Second Quarter Highlights

• Revenue of $245.7 million, down 10.0%year-over-year

• Gross margin of 23.5%, up 120 bpsyear-over-year

• Interest expense of $23.1 million, down 48.7%year-over-year

• SG&A of $41.8 million, up 30.5%year-over-year

• Operating loss of $2.4 million, vs $11.2 million operating profit,year-over-year

• Net loss of $26.9 million ($25.7 million attributable to Exela Technologies,Inc.), an improvement of $4.0 millionyear-over-year

• Adjusted EBITDA of $13.7 million, down 39.0%year-over-year

IRVING, Texas, August 15, 2024 (GLOBE NEWSWIRE) – Exela Technologies, Inc. (“Exela” or the “Company”) (NASDAQ: XELA, XELAP), a global business process automation (“BPA”) leader, announced today its financial results for the quarter ended June 30, 2024.

“Our increased operating leverage and continued focus on cost management and rationalization of our real estate footprint are reflected in the solid expansion of our gross margin. We continue to add new logos and remain cautiously optimistic as we head into the second half of the year,” noted Par Chadha, Executive Chairman.

• Revenue: Revenue for 2Q 2024 was $245.7 million, a decline of 10.0% compared to $272.9 million in 2Q 2023 (or a decline of 9.3% when excluding the sale of the high-speed scanner business in June2023).

• Revenue for the Information and Transaction Processing Solutions segment was $156.8 million, a decline of 15.2%year-over-year (or a decline of 14.0% on a pro forma basis when adjusted for the sale of the high-speed scanner business that occurred in June2023).

• Healthcare Solutions generated $62.9 million in revenue, a 1.1% declineyear-over-year.

• Legal& Loss Prevention Services generated $25.9 million in revenue, a 6.3% increaseyear-over-year.

• Gross margin of 23.5%, up 1.2%year-over-year due to lower costs.

• Interest Expense of $23.1M, down 48.7%year-over-year due to the Company’s debt modification in July2023.

• SG&A of $41.8M, up 30.5%year-over-year due to profit on the sale of our high-speed scanner business of $6.6M recognized in 2Q 2023. Other SG&A expenses were higher by $9.0 million, due to $10.1 in Q2FY24 write-downs, predominantly driven by a partner contract amendment, which provides for higher pricing and service expansion but resulted in a non-cash write down of the original contract’s straight-line revenue recognition and related contract assets. The SG&A increase was further offset by lower legal and professional fees and employee related costs.

• Operating Loss: Operating loss of $2.4 million, versus an Operating profit of $11.2 million in 2Q 2023, primarily driven by lower revenue and higher SG&A, partially offset by higher gross profits.

• Net Loss: Net loss of $26.9 million ($25.7 million attributable to Exela Technologies,Inc.), an improvement of $4.0 millionyear-over-year, primarily driven by lower interest expense following debt modification in July2023, partially offset by higher SG&A.

• Adjusted EBITDA⁽¹⁾: Adjusted EBITDA was $13.7 million compared to $22.5 million in 2Q 2023, a decline of 39.0%year-over-year, while up 6.7% sequentially. Adjusted EBITDA margin was 5.6%, a decrease of 260 basis points from 2Q 2023.

Below is the note referenced above:

(1) Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release.

About Exela

Exela Technologies 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. With decades of experience operating mission-critical processes, Exela serves a growing roster of more than 4,000 customers worldwide, including many of the world’s largest enterprises and over 60% of the Fortune® 100. Utilizing foundational technologies spanning information management, workflow automation, and integrated communications, Exela’s software and services include multi-industry, departmental solution suites addressing finance and accounting, human capital management, and legal management, as well as industry-specific solutions for banking, healthcare, insurance, and the public sector. Through cloud-enabled platforms, built on a configurable stack of automation modules, and approximately 13,100 employees operating in 20 countries, Exela rapidly deploys integrated technology and operations as an end-to-end digital journey partner.

To automatically receive Exela financial news by email, please visit the Exela Investor Relations website at http://investors.exelatech.com/ and subscribe to E-mail Alerts.

About Non-GAAP Financial Measures

This press release includes constant currency, EBITDA and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Exela believes that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance, results of operations and liquidity and allows investors to better understand the trends in our business and to better understand and compare our results. Exela’s board of directors and management use constant currency, EBITDA and Adjusted EBITDA to assess Exela’s financial performance, because it allows them to compare Exela’s operating performance on a consistent basis across periods by removing the effects of Exela’s capital structure (such as varying levels of debt and interest expense, as well as transaction costs resulting from capital markets-based activities). Adjusted EBITDA also seeks to remove the effects of integration and related costs to achieve the savings, asset base (such as depreciation and amortization) and other similar non-routine items outside the control of our management team. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results. Exela does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Exela’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

Forward-Looking Statements

Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar

words, phrases or expressions. These forward-looking statements include statements regarding our industry, future events, estimated or anticipated future results and benefits, future opportunities for Exela, and other statements that are not historical facts. These statements are based on the current expectations of Exela management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties, including without limitation the network outage described in this press release and those discussed under the heading “Risk Factors” in our Annual Report and in subsequent filings with the U.S. Securities and Exchange Commission (“SEC”). In addition, forward-looking statements provide Exela’s expectations, plans or forecasts of future events and views as of the date of this communication. Exela anticipates that subsequent events and developments will cause Exela’s assessments to change. These forward-looking statements should not be relied upon as representing Exela’s assessments as of any date subsequent to the date of this press release.

For more Exela news, commentary, and industry perspectives, visit:

Website: https://investors.exelatech.com/

X: @ExelaTech

LinkedIn: exela-technologies

Facebook: @exelatechnologies

Instagram: @exelatechnologies

The information posted on the Company’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in the Company should monitor the Company’s website and its social media accounts in addition to the Company’s press releases, SEC filings and public conference calls and webcasts.

Investor and/or Media Contacts:

ir@exelatech.com

Exela Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of June 30, 2024 and December 31, 2023

(in thousands of United States dollars except share and per share amounts)

	June 30,		December 31,
	2024		2023
	(Unaudited)		(Audited)
Assets
Current assets
Cash and cash equivalents	$	30,327	$	23,341
Restricted cash		20,933		43,812
Accounts receivable, net of allowance for credit losses of $6,813 and $6,628, respectively		61,501		76,893
Related party receivables and prepaid expenses		449		296
Inventories, net		13,251		11,502
Prepaid expenses and other current assets		30,140		25,364
Total current assets		156,601		181,208
Property, plant and equipment, net of accumulated depreciation of $216,695 and $213,142, respectively		58,448		58,366
Operating lease right-of-use assets, net		31,421		33,874
Goodwill		170,354		170,452
Intangible assets, net		148,364		164,920
Deferred income tax assets		2,990		3,043
Other noncurrent assets		19,775		24,474
Total assets	$	587,953	$	636,337
Liabilities and Stockholders’ Deficit
Liabilities
Current liabilities
Current portion of long-term debt	$	53,723	$	30,029
Accounts payable		68,628		61,109
Related party payables		3,047		1,938
Income tax payable		4,211		2,080
Accrued liabilities		57,611		63,699
Accrued compensation and benefits		71,192		65,012
Accrued interest		55,776		52,389
Customer deposits		27,898		23,838
Deferred revenue		14,018		12,099
Obligation for claim payment		38,913		66,988
Current portion of finance lease liabilities		6,422		4,856
Current portion of operating lease liabilities		9,590		10,845
Total current liabilities		411,029		394,882
Long-term debt, net of current maturities		1,015,252		1,030,580
Finance lease liabilities, net of current portion		8,203		5,953
Pension liabilities, net		12,879		13,192
Deferred income tax liabilities		12,516		11,692
Long-term income tax liabilities		6,511		6,359
Operating lease liabilities, net of current portion		24,676		26,703
Other long-term liabilities		5,621		5,811
Total liabilities		1,496,687		1,495,172
Commitments and Contingencies (Note 8)
Stockholders’ deficit
Common Stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 6,365,363 shares issued and outstanding at June 30, 2024 and 6,365,355 shares issued and outstanding at December 31, 2023		261		261
Preferred stock, $0.0001 par value per share, 20,000,000 shares authorized at June 30, 2024 and December 31, 2023
Series A Preferred Stock, 2,778,111 shares issued and outstanding at June 30, 2024 and December 31, 2023		1		1
Series B Preferred Stock, 3,029,900 shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Additional paid in capital		1,237,687		1,236,171
Accumulated deficit		(2,134,670)		(2,084,114)
Accumulated other comprehensive loss:
Foreign currency translation adjustment		(7,282)		(7,648)
Unrealized pension actuarial gains (losses), net of tax		215		(174)
Total accumulated other comprehensive loss		(7,067)		(7,822)
Total stockholders’ deficit attributable to Exela Technologies, Inc.		(903,788)		(855,503)
Noncontrolling interest in XBP Europe		(4,946)		(3,332)
Total stockholders’ deficit		(908,734)		(858,835)
Total liabilities and stockholders’ deficit	$	587,953	$	636,337

Exela Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the three and six months ended June 30, 2024 and 2023

(in thousands of United States dollars except share and per share amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	245,653	$	272,938	$	504,464	$	546,558
Cost of revenue (exclusive of depreciation and amortization)		187,964		212,059		389,952		428,526
Selling, general and administrative expenses (exclusive of depreciation and amortization)		41,778		32,026		82,632		76,407
Depreciation and amortization		14,983		14,890		28,490		31,450
Related party expense		3,282		2,739		5,673		5,851
Operating profit (loss)		(2,354)		11,224		(2,283)		4,324
Other expense (income), net:
Interest expense, net		23,129		45,092		44,217		89,272
Debt modification and extinguishment costs (gain), net		—		(6,785)		—		(15,558)
Sundry (income) expense, net		(204)		1,500		1,677		2,248
Other income, net		(423)		(232)		(874)		(514)
Loss before income taxes		(24,856)		(28,351)		(47,303)		(71,124)
Income tax expense		(2,049)		(2,535)		(5,175)		(5,198)
Net loss		(26,905)		(30,886)		(52,478)		(76,322)
Net loss attributable to noncontrolling interest in XBP Europe, net of taxes		(1,228)		—		(1,922)		—
Net loss attributable to Exela Technologies, Inc.	$	(25,677)	$	(30,886)	$	(50,556)	$	(76,322)
Cumulative dividends for Series A Preferred Stock		(1,067)		(967)		(2,120)		(1,921)
Cumulative dividends for Series B Preferred Stock		(1,242)		(1,171)		(2,466)		(2,324)
Net loss attributable to common stockholders	$	(27,986)	$	(33,024)	$	(55,142)	$	(80,567)
Loss per share:
Basic and diluted	$	(4.40)	$	(5.19)	$	(8.66)	$	(14.40)

Exela Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2024 and 2023

(in thousands of United States dollars)

	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities
Net loss	$	(52,478)	$	(76,322)
Adjustments to reconcile net loss to cash used in operating activities
Depreciation and amortization		28,490		31,450
Original issue discount, debt premium and debt issuance cost amortization		(20,022)		16,064
Interest on BR Exar AR Facility		(2,558)		(5,066)	(1)
Debt modification and extinguishment gain, net		—		(16,964)
Credit loss expense		14,683		2,865
Deferred income tax provision		757		776
Share-based compensation expense		1,560		314
Unrealized foreign currency (gain) loss		(131)		521
Gain on sale of assets		(533)		(5,831)
Fair value adjustment for private warrants liability of XBP Europe		(40)		—
Change in operating assets and liabilities
Accounts receivable		6,379		(7,703)
Prepaid expenses and other current assets		(6,842)		6,495
Accounts payable and accrued liabilities		13,427		(639)
Related party payables		955		(403)
Additions to outsource contract costs		(573)		(298)
Net cash used in operating activities		(16,926)		(54,741)
Cash flows from investing activities
Purchase of property, plant and equipment		(4,033)		(3,357)
Additions to internally developed software		(1,947)		(1,976)
Proceeds from sale of assets		2,893		29,811
Net cash (used in) provided by investing activities		(3,087)		24,478
Cash flows from financing activities
Proceeds from issuance of Common Stock from at the market offerings		—		69,260
Cash paid for equity issuance costs from at the market offerings		—		(2,232)
Payment for fractional shares on reverse stock split		—		(31)
Borrowings under factoring arrangement and Securitization Facility		496		62,858
Principal repayment on borrowings under factoring arrangement and Securitization Facility		(511)		(63,577)
Cash paid for debt issuance costs		(237)		(6,398)
Principal payments on finance lease obligations		(3,837)		(2,150)
Borrowings from senior secured term loans and BRCC revolver		—		9,600
Borrowings from other loans		20,594		4,289	(1)
Cash paid for debt repurchases		—		(11,858)
Proceeds from Second Lien Note		—		31,500
Borrowing under BR Exar AR Facility		30,614		20,000	(1)
Repayments under BR Exar AR Facility		(25,580)		(12,484)	(1)
Repayment of BRCC term loan		—		(44,775)
Principal repayments on senior secured term loans, BRCC revolver and other loans		(17,763)		(15,441)	(1)
Net cash provided by financing activities		3,776		38,561
Effect of exchange rates on cash, restricted cash and cash equivalents		344		145
Net (decrease) increase in cash, restricted cash and cash equivalents		(15,893)		8,443
Cash, restricted cash, and cash equivalents
Beginning of period		67,153		45,067
End of period	$	51,260	$	53,510
Supplemental cash flow data:
Income tax payments, net of refunds received	$	1,978	$	2,898
Interest paid		38,694		72,608
Noncash investing and financing activities:
Assets acquired through right-of-use arrangements	$	7,673	$	405
Accrued PIK interest paid through issuance of PIK Notes		23,342		—
Waiver and consent fee payable added to outstanding balance of Senior Secured Term Loan		1,000		—
Accrued capital expenditures		288		2,167

(1) Exela restated the condensed consolidated statement of cash flows for the sixmonths ended June30, 2023 by reclassifying borrowing and repayments under BR Exar AR Facility as separate line items which were previously included in borrowings from other loans and principal repayments on senior secured term loans and other loans, respectively under cash flow from financing activities. Interest on BR Exar AR Facility which was previously included

in principal repayments on senior secured term loans and other loans under cash flow from financing activities is restated by reclassification as cash flow from operating activities.

Exela Technologies, Inc. and Subsidiaries

Schedule 1: Reconciliation of Adjusted EBITDA and constant currency revenues

Non-GAAP constant currency revenue reconciliation

($ in millions)	Three months ended June 30,		Year ended (YTD) June 30,
	2024	2023	2024	2023
Revenues, as reported (GAAP)	$245.7	$272.9	$504.5	$546.6
Foreign currency exchange impact (1)	0.3	0.4	(0.4)	3.6
Revenues, at constant currency (Non-GAAP)	$246.0	$273.3	$504.1	$550.2

(1) Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the threemonths and sixmonths ended June30, 2023, to the revenues during the corresponding period in 2024.

Reconciliation of Adjusted EBITDA

($ in millions)	Three months ended June 30,		Year ended (YTD) June 30,
	2024	2023	2024	2023
Net loss (GAAP)	($26.9)	($30.9)	($52.5)	($76.3)
Income tax expense	2.0	2.5	5.2	5.2
Interest expense, net	23.1	45.1	44.2	89.3
Depreciation and Amortization	15.0	14.9	28.5	31.5
EBITDA (Non-GAAP)	$13.3	$31.6	$25.4	$49.6
Transaction and integration costs	0.0	2.9	0.2	8.1
Non-cash equity compensation	0.4	0.2	1.6	0.3
Other charges including non-cash	-	0.3	-	0.2
Loss/(gain) on sale of assets	0.1	0.7	(0.5)	0.8
Loss/(gain) on business disposals	-	(6.5)	-	(6.5)
Debt modification and extinguishment costs (gain), net	-	(6.8)	-	(15.6)
Adjusted EBITDA	$13.7	$22.5	$26.6	$37.0

Source: Exela Technologies, Inc.

XML

Document and Entity Information	Aug. 15, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 15, 2024
Entity Registrant Name	EXELA TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36788
Entity Tax Identification Number	47-1347291
Entity Address, Address Line One	2701 E. Grauwyler Rd.
Entity Address, City or Town	Irving
Entity Address State Or Province	TX
Entity Address, Postal Zip Code	75061
City Area Code	214
Local Phone Number	740-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001620179
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, Par Value $0.0001 per share
Trading Symbol	XELA
Security Exchange Name	NASDAQ
Six Percent Series B Cumulative Convertible Perpetual Preferred Stock Par Value Dollar 0.0001 Per Share
Document Information [Line Items]
Title of 12(b) Security	6.00% Series B Cumulative Convertible Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol	XELAP
Security Exchange Name	NASDAQ