Amended Quarterly Report (10-q/a)
July 24 2020 - 05:21PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the quarterly period ended March 31, 2020
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¨ |
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 |
For the Transition Period from to
Commission File Number: 001- 36788
EXELA TECHNOLOGIES, INC.
(Exact name of registrant specified in its charter)
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Delaware |
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47-1347291 |
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(State of or other Jurisdiction
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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2701 E. Grauwyler Rd.
Irving, TX
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75061 |
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(Address
of Principal Executive Offices) |
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(Zip
Code) |
Registrant's Telephone Number, Including Area Code: (844)
935-2832
Securities Registered Pursuant to Section 12(b) of the Act:
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Title
of Each Class |
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Trading
Symbol |
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Name
of Each Exchange On Which Registered |
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Common
Stock, Par Value $0.0001 per share |
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XELA |
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The
Nasdaq Stock Market LLC |
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. ¨ Yes
x No
Indicate
by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
¨ Yes
x No
Indicate
by check mark whether the Registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. ¨ Yes
x No
Indicate
by check mark whether the Registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). ¨ Yes
x No
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See definitions of “large
accelerated filer”, “accelerated filer”, “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer ¨ |
Accelerated
filer x |
Non-accelerated
filer ¨ |
Smaller
reporting company x |
| |
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Emerging
growth company ¨ |
Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Act). ¨ Yes x No
The aggregate market value of the Registrant’s voting common equity
held by non-affiliates of the Registrant, computed by reference to
the price at which such voting common equity was last sold as of
June 30, 2019, was approximately $92,130,068 (based on a closing
price of $2.18).
As of June 26, 2020, the Registrant had 147,511,430 shares of
common stock outstanding.
EXPLANATORY NOTE
Reliance on COVID-19 Order. This Amendment No. 1 on Form
10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of
Exela Technologies, Inc. (the “Company”) for the quarter ended
March 31, 2020 that was filed with the Securities and Exchange
Commission (the “SEC”) on June 29, 2020 (the “Original Report”) is
being filed solely to report that, as previously disclosed in the
Company’s Current Report on Form 8-K as filed with the SEC on April
20, 2020 (the “Form 8-K”) and in accordance with the SEC’s March 4,
2020 Order (Release No. 34-88318), as modified on March 25, 2020
(Release No. 34-88465) (collectively, the “Order”), the Company is
relying on the relief provided by the Order in connection with the
filing of the Original Report.
The
Company filed the Original Report on June 29, 2020, which was
within the permissible extended filing deadline pursuant to the
Order. As previously reported, the Company experienced delays
beginning in mid-March 2020 due to the impact of COVID-19 on its
operational capacity. Of note, the Company’s Chief Accounting
Officer and all of its accounting staff were either working at
reduced capacity, working remotely, or otherwise constrained due to
the impact of COVID-19. The impact of COVID-19 commenced shortly
after the Company’s determination on March 11, 2020 to restate its
financial statements for the years ended December 31, 2017 and 2018
and the interim periods through September 30 2019, which
were included in the Company’s Form 10-K for the year ended
December 31, 2019 (the “Form 10-K”) filed on June 9,
2020. Due to the delay in filing the Form 10-K, the Company
was unable to dedicate its full resources to the preparation of the
Original Report, which led to the delay in its filing.
In addition, in accordance with
Rules 12b-15 and 13a-14 under
the Securities Exchange Act of 1934, as amended, the Company
is amending Part IV, Item 15 to include currently dated
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 from the Company’s principal executive officer and principal
financial officer. Because no financial statements have been
included in this Amendment, and this Amendment does not contain or
amend any disclosure with respect to
Items 307 and 308 of Regulation S-K,
paragraphs 3, 4 and 5 of the certifications have been omitted.
Similarly, because no financial statements have been included in
this Amendment, certifications pursuant to Section 906 of Oxley Act
of 2002 have been omitted.
Except as described above, this Amendment does not amend, modify or
update the information in, or exhibits to, the Original Report in
any way, and we have not updated disclosures included therein to
reflect any subsequent developments or events. This Amendment
should be read in conjunction with the Original Report and with our
other filings made with the SEC subsequent to the filing of the
Original Report.
Item 6. Exhibits.
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Exhibit No. |
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Description |
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| 3.1 |
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Restated Certificate of Incorporation, dated
July 12, 2017. (1) |
| 3.2 |
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Second
Amended and Restated Bylaws, dated November 6, 2019.
(2) |
| 4.1 |
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Specimen Common Stock Certificate.
(3) |
| 4.2 |
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Specimen Warrant Certificate. (3) |
| 4.3 |
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Form of Warrant Agreement between
Continental Stock Transfer & Trust Company and the
Registrant. (3) |
| 4.4 |
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Indenture, dated July 12, 2017, by and among
Exela Intermediate LLC and Exela Finance Inc. as Issuers, the
Subsidiary Guarantors set forth therein and Wilmington Trust,
National Association, as Trustee. (1) |
| 4.5 |
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First
Supplemental Indenture, dated July 12, 2017, by and among
Exela Intermediate LLC and Exela Finance Inc., as Issuers, the
Subsidiary Guarantors set forth therein and Wilmington Trust,
National Association, as Trustee. (1) |
| 10.1 |
|
Loan
and Security Agreement, dated as of January 10, 2020, by and among
Exela Receivables 1, LLC, as borrower, Exela Technologies, Inc., as
initial servicer, TPG Specialty Lending, Inc., as administrative
agent, PNC Bank, National Association, as LC Bank, and the lenders
from time to time party thereto. (4) |
| 10.2 |
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First
Tier Purchase and Sale Agreement, dated as of January 10, 2020, by
and among Exela Receivables Holdco, LLC, as purchaser, Exela
Technologies, Inc., as initial servicer, and BancTec, Inc.,
Deliverex, LLC, Economic Research Services, Inc., Exela Enterprise
Solutions, Inc., SourceHOV Healthcare, Inc., United Information
Services, Inc., HOV Enterprise Services, Inc., HOV Services, Inc.,
HOV Services, LLC, J&B Software, Inc., Novitex Government
Solutions, LLC, Regulus Group II LLC, Regulus Group LLC, Regulus
Integrated Solutions LLC, SourceCorp BPS Inc. and Sourcecorp
Management, Inc., as originators. (4) |
| 10.3 |
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Second
Tier Purchase and Sale Agreement, dated as of January 10, 2020, by
and among Exela Receivables 1, LLC, Exela Receivables Holdco, LLC,
and Exela Technologies, Inc. (4) |
| 10.4 |
|
Sub-Servicing Agreement, dated as of January 10,
2020, by and among Exela Technologies, Inc., as initial servicer,
and BancTec, Inc., Deliverex, LLC, Economic Research Services,
Inc., Exela Enterprise Solutions, Inc., SourceHOV Healthcare, Inc.,
United Information Services, Inc., HOV Enterprise Services, Inc.,
HOV Services, Inc., HOV Services, LLC, J&B Software, Inc.,
Novitex Government Solutions, LLC, Regulus Group II LLC, Regulus
Group LLC, Regulus Integrated Solutions LLC, SourceCorp BPS Inc.,
Sourcecorp Management, Inc., as sub-servicers. (4) |
| 10.5 |
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Guaranty, dated as of January 10, 2010, between
Exela Receivables Holdco, LLC and TPG Specialty Lending, Inc.
(4) |
| 10.6 |
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Performance Guaranty, dated as of January 10,
2010, between Exela Technologies, Inc. and TPG Specialty Lending,
Inc. (4) |
| 10.7 |
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Membership Interest Purchase Agreement, dated as
of March 16, 2020, by and among SourceHOV Tax, LLC, Merco Holdings,
LLC, Exela Technologies, Inc., and Gainline Source Intermediate
Holdings LLC. (5) |
| 10.8 |
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First
Amendment to Loan and Security Agreement, First Tier Purchase and
Sale Agreement and Second Tier Purchase and Sale Agreement, dated
as of March 16, 2020, by and among Exela Receivables 1, LLC, Exela
Technologies, Inc., Exela Receivables Holdco, LLC, the Originators,
the Lenders, and TPG Specialty Lending, Inc. (5) |
| 31.1 |
|
Certification
of the Principal Executive Officer required by
Rule 13a-14(a) and Rule 15d-14(a) under the
Securities Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 |
| (1) |
Incorporated by reference to the Registrants’ Current Report on
Form 8 K, filed on July 18, 2017. |
| (2) |
Incorporated by reference to the Registrants’ Quarterly Report
on Form 10-Q, filed on November 12, 2019. |
| (3) |
Incorporated by reference to the Registrants’ Registration
Statement on Form S 1 (SEC File No. 333 198988). |
| (4) |
Incorporated by reference to the Registrants’ Current Report on
Form 8-K, filed on January 15, 2020. |
| (5) |
Incorporated by reference to the Registrants’ Current Report on
Form 8-K, filed on March 17, 2020. |
*Previously filed.
SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 24th day of July,
2020.
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EXELA
TECHNOLOGIES, INC. |
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By: |
/s/ Ronald Cogburn |
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Ronald Cogburn |
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Chief Executive Officer
(Principal Executive Officer) |
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By: |
/s/ Shrikant Sortur |
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Shrikant Sortur |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
