UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-36788
EXELA TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
47-1347291 |
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(State of or other Jurisdiction
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(I.R.S. Employer
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2701 E. Grauwyler Rd.
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75061 |
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(Address of Principal Executive
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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 |
Trading Symbol |
Name of Each Exchange on Which Registered |
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Common Stock, Par Value $0.0001 per share |
XELA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer ☐ |
Accelerated Filer ☒ |
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Non-Accelerated Filer ☐ |
Smaller Reporting Company ☒ |
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Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of November 11, 2019 the registrant had 150,698,864 shares of Common Stock outstanding.
Exela Technologies, Inc.
Form 10-Q
For the quarterly period ended September 30, 2019
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PART I—FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Condensed Consolidated Financial Statements |
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Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures about Market Risk |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
As of September 30, 2019 and December 31, 2018
(in thousands of United States dollars except share and per share amounts)
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September 30, |
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December 31, |
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2019 |
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2018 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
10,312 |
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$ |
25,615 |
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Restricted cash |
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4,913 |
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18,239 |
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Accounts receivable, net of allowance for doubtful accounts of $7,021 and $4,359, respectively |
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260,438 |
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270,812 |
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Related party receivables |
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42 |
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— |
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Inventories, net |
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16,996 |
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16,220 |
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Prepaid expenses and other current assets |
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22,695 |
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25,015 |
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Total current assets |
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315,396 |
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355,901 |
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Property, plant and equipment, net of accumulated depreciation of $171,913 and $154,060, respectively |
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119,469 |
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132,986 |
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Operating lease right-of-use assets, net |
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93,352 |
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— |
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Goodwill |
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609,458 |
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708,258 |
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Intangible assets, net |
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374,445 |
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407,021 |
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Deferred income tax assets |
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15,830 |
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16,225 |
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Other noncurrent assets |
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13,557 |
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19,391 |
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Total assets |
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$ |
1,541,507 |
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$ |
1,639,782 |
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Liabilities and Stockholders' Equity (Deficit) |
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Liabilities |
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Current liabilities |
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Accounts payables |
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$ |
93,815 |
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$ |
99,853 |
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Related party payables |
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274 |
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7,735 |
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Income tax payable |
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— |
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1,996 |
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Accrued liabilities |
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60,994 |
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66,008 |
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Accrued compensation and benefits |
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51,819 |
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54,583 |
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Accrued interest |
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24,602 |
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49,071 |
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Customer deposits |
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30,161 |
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34,235 |
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Deferred revenue |
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17,368 |
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16,504 |
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Obligation for claim payment |
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43,267 |
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56,002 |
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Current portion of finance lease liabilities |
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15,172 |
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17,498 |
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Current portion of operating lease liabilities |
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26,604 |
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— |
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Current portion of long-term debts |
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37,237 |
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29,237 |
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Total current liabilities |
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401,313 |
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432,722 |
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Long-term debt, net of current maturities |
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1,367,583 |
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1,306,423 |
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Finance lease liabilities, net of current portion |
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24,159 |
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26,738 |
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Pension liabilities |
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26,667 |
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25,269 |
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Deferred income tax liabilities |
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12,677 |
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11,212 |
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Long-term income tax liabilities |
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2,892 |
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3,024 |
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Operating lease liabilities, net of current portion |
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71,661 |
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— |
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Other long-term liabilities |
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7,866 |
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15,400 |
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Total liabilities |
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1,914,818 |
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1,820,788 |
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Commitments and Contingencies (Note 10) |
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Stockholders' equity (deficit) |
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Common stock, par value of $0.0001 per share; 1,600,000,000 shares authorized; 153,486,011 shares issued and 150,698,864 shares outstanding at September 30, 2019 and 152,692,140 shares issued and 150,142,955 shares outstanding at December 31, 2018 |
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15 |
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15 |
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Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; 4,419,233 shares issued and outstanding at September 30, 2019 and 4,569,233 shares issued and outstanding at December 31, 2018 |
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1 |
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1 |
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Additional paid in capital |
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482,018 |
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482,018 |
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Less: common stock held in treasury, at cost; 2,787,147 shares at September 30, 2019 and 2,549,185 shares December 31, 2018 |
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(10,949) |
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(10,342) |
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Equity-based compensation |
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48,411 |
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41,731 |
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Accumulated deficit |
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(876,043) |
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(678,563) |
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Accumulated other comprehensive loss: |
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Foreign currency translation adjustment |
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(7,786) |
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(6,565) |
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Unrealized pension actuarial losses, net of tax |
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(8,978) |
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(9,301) |
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Total accumulated other comprehensive loss |
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(16,764) |
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(15,866) |
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Total stockholders’ deficit |
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(373,311) |
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(181,006) |
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Total liabilities and stockholders’ deficit |
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$ |
1,541,507 |
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$ |
1,639,782 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenue |
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$ |
372,917 |
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$ |
383,030 |
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$ |
1,166,841 |
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$ |
1,186,579 |
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Cost of revenue (exclusive of depreciation and amortization) |
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291,222 |
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295,936 |
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896,110 |
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903,682 |
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Selling, general and administrative expenses |
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50,372 |
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44,913 |
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151,884 |
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137,231 |
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Depreciation and amortization |
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27,114 |
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35,041 |
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82,326 |
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109,428 |
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Impairment of goodwill and other intangible assets |
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99,682 |
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— |
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99,682 |
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— |
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Related party expense |
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1,405 |
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759 |
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3,454 |
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3,267 |
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Operating income (loss) |
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(96,878) |
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6,381 |
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(66,615) |
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32,971 |
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Other expense (income), net: |
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Interest expense, net |
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39,747 |
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38,339 |
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117,778 |
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114,883 |
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Debt modification and extinguishment costs |
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— |
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1,067 |
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1,404 |
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1,067 |
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Sundry expense (income), net |
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(10) |
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(2,571) |
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1,028 |
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(4,961) |
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Other expense (income), net |
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581 |
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(781) |
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4,965 |
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(4,813) |
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Net loss before income taxes |
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(137,196) |
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(29,673) |
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(191,790) |
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(73,205) |
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Income tax (expense) benefit |
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3,769 |
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733 |
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(5,689) |
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(4,911) |
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Net loss |
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$ |
(133,427) |
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$ |
(28,940) |
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$ |
(197,479) |
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$ |
(78,116) |
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Cumulative dividends for Series A Preferred Stock |
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(884) |
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(914) |
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(2,712) |
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(2,742) |
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Net loss attributable to common stockholders |
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$ |
(134,311) |
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$ |
(29,854) |
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$ |
(200,191) |
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$ |
(80,858) |
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Loss per share: |
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Basic and diluted |
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$ |
(0.89) |
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$ |
(0.20) |
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$ |
(1.33) |
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$ |
(0.53) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
For the Three and Nine Months Ended September 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net Loss |
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$ |
(133,427) |
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$ |
(28,940) |
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$ |
(197,479) |
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$ |
(78,116) |
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Other comprehensive income (loss), net of tax |
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|
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|
|
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|
|
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Foreign currency translation adjustments |
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|
(2,325) |
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|
(2,492) |
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|
(1,221) |
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|
(3,639) |
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Unrealized pension actuarial gains (losses), net of tax |
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|
291 |
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|
140 |
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|
323 |
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|
363 |
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Total other comprehensive loss, net of tax |
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$ |
(135,461) |
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$ |
(31,292) |
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$ |
(198,377) |
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$ |
(81,392) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Exela Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Deficit
For the Nine Months Ended September 30, 2019 and 2018
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
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Accumulated Other
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Unrealized |
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Foreign |
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Pension |
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Currency |
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Actuarial |
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Total |
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Common Stock |
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Preferred Stock |
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Treasury Stock |
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Additional |
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Equity-Based |
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Translation |
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Losses, |
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Accumulated |
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Stockholders' |
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Shares |
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Amount |
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Shares |
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Amount |
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Shares |
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Amount |
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Paid in Capital |
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Compensation |
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Adjustment |
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net of tax |
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Deficit |
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Deficit |
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Balances at January 1, 2018 |
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150,529,151 |
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$ |
15 |
|
6,194,233 |
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$ |
1 |
|
49,300 |
|
$ |
(249) |
|
$ |
482,018 |
|
$ |
34,085 |
|
$ |
(194) |
|
$ |
(11,054) |
|
$ |
(514,628) |
|
$ |
(10,006) |
|
Implementation of ASU 2014-09 (Note 4) |
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— |
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— |
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— |
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— |
|
— |
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|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,418) |
|
|
(1,418) |
|
Net loss January 1, 2018 to March 31, 2018 |
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— |
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|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(23,994) |
|
|
(23,994) |
|
Equity-based compensation |
|
— |
|
|
— |
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— |
|
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— |
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— |
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|
— |
|
|
— |
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|
959 |
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— |
|
|
— |
|
|
— |
|
|
959 |
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Foreign currency translation adjustment |
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— |
|
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— |
|
— |
|
|
— |
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— |
|
|
— |
|
|
— |
|
|
— |
|
|
(268) |
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— |
|
|
— |
|
|
(268) |
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Net realized pension actuarial gains, net of tax |
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— |
|
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— |
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— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(403) |
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|
— |
|
|
(403) |
|
Preferred shares converted to common |
|
1,986,767 |
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|
— |
|
(1,625,000) |
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— |
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— |
|
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— |
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— |
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— |
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— |
|
|
— |
|
|
— |
|
|
— |
|
Balances at March 31, 2018 |
|
152,515,918 |
|
$ |
15 |
|
4,569,233 |
|
|
1 |
|
49,300 |
|
$ |
(249) |
|
$ |
482,018 |
|
$ |
35,044 |
|
$ |
(462) |
|
$ |
(11,457) |
|
$ |
(540,040) |
|
$ |
(35,130) |
|
Net loss April 1, 2018 to June 30, 2018 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(25,182) |
|
|
(25,182) |
|
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,936 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,936 |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(879) |
|
|
— |
|
|
— |
|
|
(879) |
|
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
626 |
|
|
— |
|
|
626 |
|
Shares repurchased |
|
(768,693) |
|
|
— |
|
— |
|
|
— |
|
768,693 |
|
|
(3,479) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,479) |
|
Balances at June 30, 2018 |
|
151,747,225 |
|
$ |
15 |
|
4,569,233 |
|
|
1 |
|
817,993 |
|
$ |
(3,728) |
|
$ |
482,018 |
|
$ |
36,980 |
|
$ |
(1,341) |
|
$ |
(10,831) |
|
$ |
(565,222) |
|
$ |
(62,108) |
|
Net loss July 1, 2018 to September 30, 2018 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(28,940) |
|
|
(28,940) |
|
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,365 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,365 |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,492) |
|
|
— |
|
|
— |
|
|
(2,492) |
|
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
140 |
|
|
— |
|
|
140 |
|
Stock options exercised |
|
126,922 |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
256 |
|
|
— |
|
|
— |
|
|
— |
|
|
256 |
|
Shares repurchased |
|
(225,504) |
|
|
— |
|
— |
|
|
— |
|
225,504 |
|
|
(1,420) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,420) |
|
Balances at September 30, 2018 |
|
151,648,643 |
|
$ |
15 |
|
4,569,233 |
|
|
1 |
|
1,043,497 |
|
$ |
(5,148) |
|
$ |
482,018 |
|
$ |
38,601 |
|
$ |
(3,833) |
|
$ |
(10,691) |
|
$ |
(594,162) |
|
$ |
(93,199) |
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
Pension |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
Actuarial |
|
|
|
|
Total |
|||
|
|
|
Common Stock |
|
Preferred Stock |
|
Treasury Stock |
|
Additional |
|
Equity-Based |
|
Translation |
|
Losses, |
|
Accumulated |
|
Stockholders' |
|||||||||||||||
|
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Paid in Capital |
|
Compensation |
|
Adjustment |
|
net of tax |
|
Deficit |
|
Deficit |
|||||||||
|
Balances at January 1, 2019 |
|
150,142,955 |
|
$ |
15 |
|
4,569,233 |
|
$ |
1 |
|
2,549,185 |
|
$ |
(10,342) |
|
$ |
482,018 |
|
$ |
41,731 |
|
$ |
(6,565) |
|
$ |
(9,301) |
|
$ |
(678,563) |
|
$ |
(181,006) |
|
Net loss January 1, 2019 to March 31, 2019 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(29,907) |
|
|
(29,907) |
|
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
2,798 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,798 |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,392 |
|
|
— |
|
|
— |
|
|
3,392 |
|
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(224) |
|
|
— |
|
|
(224) |
|
Balances at March 31, 2019 |
|
150,142,955 |
|
|
15 |
|
4,569,233 |
|
|
1 |
|
2,549,185 |
|
|
(10,342) |
|
|
482,018 |
|
|
44,529 |
|
|
(3,173) |
|
|
(9,525) |
|
|
(708,470) |
|
|
(204,947) |
|
Net loss April 1, 2019 to June 30, 2019 |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(34,146) |
|
|
(34,146) |
|
Equity-based compensation |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
2,661 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,661 |
|
Foreign currency translation adjustment |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,288) |
|
|
— |
|
|
— |
|
|
(2,288) |
|
Net realized pension actuarial gains, net of tax |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
256 |
|
|
— |
|
|
256 |
|
RSUs vested |
|
102,092 |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Shares repurchased |
|
(237,962) |
|
|
— |
|
— |
|
|
— |
|
237,962 |
|
|
(607) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(607) |
|
Balances at June 30, 2019 |
|
150,007,085 |
|
|
15 |
|
4,569,233 |
|
|
1 |
|
2,787,147 |
|
|
(10,949) |
|
|
482,018 |
|
|
47,190 |
|
|
(5,461) |
|
|
(9,269) |
|
|
||||