Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 17 2023 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
001-36788 |
|
SEC FILE NUMBER |
(Check
One):
x
Form 10-K ¨ Form 20-F ¨ Form 11-K ¨
Form 10-Q and Form 10-D ¨ Form N-SAR ¨ Form N-CSR
For Period Ended: December 31, 2022
¨ Transition
Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates: N/A
PART I - REGISTRANT INFORMATION
Full Name of Registrant:
Exela Technologies, Inc.
Former Name if Applicable:
Address of Principal Executive Office (Street and Number):
2701 E. Grauwyler Rd.
City, State and Zip Code:
Irving, TX 75061
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate) x
| (a) | The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III - NARRATIVE
Exela Technologies Inc. (the “Company”)
is filing this Notification of Late Filing on Form 12b-25 (this “Form 12b-25”) with respect to its Annual Report on Form 10-K
for its fiscal year ended December 31, 2022 (the “Form 10-K”).
The Company is unable to file the
Form 10-K within the prescribed time period without unreasonable effort or expense because the Company requires additional time to
complete its financial statement preparation and review process, and its assessment of internal control over financial reporting. In
particular, in the course of its work to date, the Company has experienced unexpected delays in compiling and analyzing supporting
documentation related to its annual goodwill impairment analysis and accounting for income tax provision. As a result of the
foregoing, the Company has not yet completed its year-end reporting procedures required and consequently its independent registered
public accounting firm has not yet completed its audit procedures.
Although the Company has not yet completed
its assessment of the effectiveness of its internal control over financial reporting as of December 31, 2022, the Company expects that
it will disclose in the 2022 Form 10-K that the Company’s disclosure controls and procedures and internal control over financial
reporting were not effective as of December 31, 2022 due to: (i) material weaknesses that the Company previously reported but has not
yet fully remedied; and (ii) additional material weaknesses in internal control over financial reporting in the areas of procure-to-pay
(including operating expenses, accounts payable, and accrued liabilities), goodwill and intangible assets, journal entry recording and
preparation of the consolidated financial statements including certain financial reporting processes, general information technology controls
(GITCs) over user access to information technology (IT) systems at multiple components in order to adequately restrict access to appropriate
IT personnel and enforce appropriate segregation of duties, as well as at the entity level affecting COSO components relating to risk
assessment and monitoring.
The Company also expects to continue
to report substantial doubt exists about its ability to continue as a going concern under the standards of ASC Subtopic 205-40, Presentation
of Financial Statements—Going Concern (“ASC 205-40”) within one year after the date that the financial statements are
issued without taking into consideration the potential mitigating effects of management’s plans that have not been fully implemented
as of the date the financial statements are issued.
The Company expects to file its 2022
Form 10-K within the 15 calendar day extension provided by Rule 12b-25.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
Shrikant Sortur |
(248) |
709-8133 |
|
(Name) |
(Area Code) |
(Telephone Number) |
|
(2) Have all other periodic reports required under
section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes ¨
No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
x Yes ¨
No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Company expects to report
total revenues of $1.08 billion for the year ended December 31, 2022, compared to total revenues of $1.17 billion for the year ended
December 31, 2021. The Company expects to report a net loss for the year ended December 31, 2022 higher than the net loss of $142
million reported for the year ended December 31, 2021. The expected increase in net loss is primarily the result of cost
inflation, the below described goodwill impairment charges, and revenue decline (but cannot be finalized until goodwill impairment
is finalized).
Similar to the nine months ended September
30, 2022, changes in certain factors such as the Company’s growth rate and recent trends in the Company’s market capitalization
represented a triggering event for our annual impairment analysis. As of the date hereof, the Company is still finalizing its goodwill
impairment analysis.
The foregoing figures are preliminary
and unaudited and are prepared in accordance with U.S. generally accepted accounting principles.
Exela Technologies, Inc. |
(Name of Registrant as specified in charter) |
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: |
March 17, 2023 |
|
By: |
/s/ Shrikant Sortur |
|
|
Name: |
Shrikant Sortur |
|
|
Title: |
Chief Financial Officer |
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of registrant by an authorized representative (other than an executive officer),
evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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