Third Quarter 2025 Highlights
- XBP Europe Holdings, Inc. ("XBP Europe") finalized the acquisition of Exela Technologies BPA, LLC ("Exela BPA") and changed its name to XBP Global Holdings, Inc. on July 29, 2025
- XBP Europe issued approximately 81.8 million shares for an equity valuation of the combined company of $585.7 million, or $4.98/share
- Reported revenue1 totaled $209.1 million, a decline of 10.4% year-over-year
- Combined Pro Forma Revenue2 totaled $220.4 million, a decline of 18.1% year-over-year
- Gross margin on a reported basis was 22.0%, a 310 basis point increase year-over-year
- Pro Forma Gross Margin2 of 21.9%, a 190 basis point increase year-over-year
- Pro Forma Adjusted EBITDA2,3 of $24.7 million, an increase of 7.4% year-over-year
IRVING, Texas, Nov. 14, 2025 (GLOBE NEWSWIRE) -- XBP Global Holdings, Inc. ("XBP Global" or "the Company") (NASDAQ: XBP), a workflow automation leader leveraging decades of industry experience, a global footprint, and agentic AI to rethink business process automation and digital transformation, today announced its financial results for the quarter ended September 30, 2025. Due to the partial quarter of combined operations as a result of the mid-period acquisition, the Company has provided combined pro forma results and metrics, in addition to as reported results, along with reconciliations to the most comparable GAAP metrics in this release. Reported results exclude XBP Europe until July 29, 2025 and treat Exela BPA as the accounting acquirer. Thus, reported results are not comparable to previous earnings results of XBP Europe.
"Following the transformative business combination with Exela BPA, we are thrilled to advance XBP Global to the next level. With our global scale, sustainable capital structure, enhanced corporate governance, and mission-critical workflow automation solutions powered by expanded agentic AI capabilities, we are thoroughly excited for the future of the company. We are actively positioning our organization for growth, with multiple initiatives involving client outreach, investment in new talent, and preparations for more active interactions with the investor community," said Andrej Jonovic, Chief Executive Officer of XBP Global.
Third Quarter Highlights
As Reported Basis
- Revenue: Revenue was $209.1 million, a decrease of 10.4% year-over-year
- Gross Margin: Gross margin was 22.0%, an increase of 310 basis points year-over-year
Pro Forma Basis
- Revenue: Combined Pro Forma Revenue was $220.4 million, a decrease of 18.1% year-over-year
- Gross Margin: Pro Forma Gross Margin was 21.9%, a 190 basis point increase year-over-year
- Pro Forma Adjusted EBITDA: Pro Forma Adjusted EBITDA was $24.7 million, an increase of 7.4% year-over-year. Adjusted EBITDA Margin was 11.2%, an increase of 260 basis points year-over-year.
Segment Results:
As Reported
| As Reported Revenue (in $'000) | As Reported Gross Margin | ||||||||
| Q3 2025 | Q3 2024 | Y/Y | - | ||||||
| Predecessor's net parent investment | - | (1,449,634 | ) | ||||||
| Accumulated other comprehensive loss: | |||||||||
| Foreign currency translation adjustment | (1,039 | ) | (7,154 | ) | |||||
| Unrealized pension actuarial gains, net of tax | - | - | |||||||
| Total accumulated other comprehensive loss | (1,039 | ) | (7,154 | ) | |||||
| Total stockholder's equity (deficit) | 130,503 | (1,456,788 | ) | ||||||
| Total liabilities and stockholder's equity (deficit) | $ | 947,932 | $ | 390,421 | |||||
| XBP Global Holdings, Inc. and Subsidiaries Condensed Consolidated and Combined Statements of Operations For the periods August 1, 2025 to September 30, 2025 (Successor), July 1, 2025 to July 31, 2025 (Predecessor), January 1, 2025 to July 31, 2025 (Predecessor), and the three and nine months ended September 30, 2024 (Predecessor) (in thousands of United States dollars except share and per share amounts) (Unaudited) | ||||||||||||
| Successor | Predecessor | |||||||||||
| Consolidated | Combined and Consolidated | |||||||||||
| Period from August 1, 2025 through September 30, | Period from July 1, 2025 through July 31, | Three Months Ended September 30, | ||||||||||
| 2025 | 2025 | 2024 | ||||||||||
| Revenue | $ | 152,403 | $ | 56,527 | $ | 231,939 | ||||||
| Related party revenue | 4 | 151 | 1,487 | |||||||||
| Cost of revenue (exclusive of depreciation and amortization) | 119,324 | 43,800 | 189,387 | |||||||||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | 17,980 | 10,966 | 26,824 | |||||||||
| Depreciation and amortization | 9,142 | 3,196 | 12,100 | |||||||||
| Impairment of goodwill | 295,800 | - | 343 | |||||||||
| Related party expense | 2,327 | 599 | 2,667 | |||||||||
| Operating profit (loss) | (292,166 | ) | (1,883 | ) | 2,105 | |||||||
| Other expense (income), net: | ||||||||||||
| Interest expense, net | 9,709 | 4,551 | 26,388 | |||||||||
| Debt modification and extinguishment costs, net | - | - | 256 | |||||||||
| Sundry expense (income), net | 684 | (361 | ) | (563 | ) | |||||||
| Other expense (income), net | (923 | ) | (28 | ) | (23 | ) | ||||||
| Profit (loss) before reorganization items and income taxes | (301,636 | ) | (6,045 | ) | (23,953 | ) | ||||||
| Reorganization items | 831 | (1,519,485 | ) | - | ||||||||
| Profit (loss) before income taxes | (302,467 | ) | 1,513,440 | (23,953 | ) | |||||||
| Income tax expense (benefit) | 3,371 | 33,347 | 4,364 | |||||||||
| Net profit (loss) | $ | (305,838 | ) | $ | 1,480,093 | $ | (28,317 | ) | ||||
| Net loss per common share | ||||||||||||
| Basic and diluted | (2.60 | ) | ||||||||||
| XBP Global Holdings, Inc. and Subsidiaries Condensed Consolidated and Combined Statements of Cash Flows For the periods August 1, 2025 to September 30, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the nine months ended September 30, 2024 (Predecessor) (in thousands of United States dollars except share and per share amounts) (Unaudited) | ||||||||||||
| Successor | Predecessor | |||||||||||
| Consolidated | Combined and Consolidated | |||||||||||
| Period from August 1, 2025 through September 30, | Period from January 1, 2025 through July 31, | Nine Months Ended September 30, | ||||||||||
| 2025 | 2025 | 2024 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net profit (loss) | $ | (305,838 | ) | $ | 1,454,658 | $ | (82,826 | ) | ||||
| Adjustments to reconcile net profit (loss) to cash provided by (used in) operating activities | ||||||||||||
| Depreciation and amortization | 9,142 | 22,313 | 38,709 | |||||||||
| Original issue discount, debt premium and debt issuance cost amortization | 1,400 | (14,595 | ) | (50,081 | ) | |||||||
| Reorganization items | - | (1,626,790 | ) | - | ||||||||
| Interest on BR Exar AR Facility | - | (2,399 | ) | (3,752 | ) | |||||||
| Debt modification and extinguishment loss (gain), net | - | 121 | 256 | |||||||||
| Impairment of goodwill | 295,800 | - | 343 | |||||||||
| Provision for credit losses | 920 | 914 | 14,825 | |||||||||
| Deferred income tax provision | 958 | 36,396 | 7,050 | |||||||||
| Equity-based compensation expense | 258 | 204 | 1,491 | |||||||||
| Unrealized foreign currency (gain) loss | (858 | ) | (659 | ) | (449 | ) | ||||||
| Loss (gain) on sale of assets | 190 | 1,967 | (558 | ) | ||||||||
| Fair value adjustment for private warrants liability | 3 | - | - | |||||||||
| Paid-in-kind interest | - | 28,848 | 86,688 | |||||||||
| Change in operating assets and liabilities, net of effect from acquisitions | ||||||||||||
| Accounts receivable | 6,821 | (94,905 | ) | 6,413 | ||||||||
| Prepaid expenses and other current assets | 1,536 | (2,203 | ) | 3,279 | ||||||||
| Accounts payable and accrued liabilities | (894 | ) | 30,172 | (37,063 | ) | |||||||
| Related party payables | 4,448 | 6,134 | 8,996 | |||||||||
| Additions to outsource contract costs | (20 | ) | (118 | ) | (330 | ) | ||||||
| Net cash provided by (used in) operating activities | 13,866 | (159,942 | ) | (7,009 | ) | |||||||
| Cash flows from investing activities | ||||||||||||
| Net cash received from acquisition (Refer Note 5) | - | 1,485 | - | |||||||||
| Purchase of property, plant and equipment | (3,396 | ) | (3,081 | ) | (5,154 | ) | ||||||
| Additions to internally developed software | (473 | ) | (1,067 | ) | (2,533 | ) | ||||||
| Proceeds from sale of assets | 603 | (27 | ) | 3,412 | ||||||||
| Net cash used in investing activities | (3,266 | ) | (2,690 | ) | (4,275 | ) | ||||||
| Cash flows from financing activities | ||||||||||||
| Cash paid for debt issuance costs | (1,035 | ) | (3,719 | ) | (359 | ) | ||||||
| Principal payments on finance lease obligations | (322 | ) | (3,360 | ) | (5,484 | ) | ||||||
| Borrowings from other loans | 1,436 | 3,785 | 7,115 | |||||||||
| Proceeds from Revolving Credit Facility | - | 18,000 | - | |||||||||
| Proceeds from Super Senior Secured Term Loan | - | 40,000 | - | |||||||||
| Proceeds from ABL Facility | 23,000 | 58,903 | - | |||||||||
| Repayments on ABL Facility | (9,600 | ) | - | - | ||||||||
| Repayment of Second Lien Note | (2,000 | ) | (5,975 | ) | (4,000 | ) | ||||||
| Proceeds from DIP New Money Loans | - | 80,000 | - | |||||||||
| Borrowing under BR Exar AR Facility | 10,000 | 23,775 | 45,424 | |||||||||
| Repayments under BR Exar AR Facility | (9,266 | ) | (23,397 | ) | (37,522 | ) | ||||||
| Principal repayments on senior secured term loans, BRCC Revolver and other loans | (2,235 | ) | (42,748 | ) | (8,602 | ) | ||||||
| Net cash provided by (used in) financing activities | 9,978 | 145,264 | (3,428 | ) | ||||||||
| Effect of exchange rates on cash, restricted cash and cash equivalents | (234 | ) | (2,806 | ) | (1,129 | ) | ||||||
| Net increase (decrease) in cash, restricted cash and cash equivalents | 20,344 | (20,174 | ) | (15,841 | ) | |||||||
| Cash, restricted cash and cash equivalents | ||||||||||||
| Beginning of period | 43,895 | 64,069 | 53,496 | |||||||||
| End of period | $ | 64,239 | $ | 43,895 | $ | 37,655 | ||||||
| Supplemental cash flow data: | ||||||||||||
| Income tax payments, net of refunds received | $ | 1,190 | $ | 2,897 | $ | 2,233 | ||||||
| Interest paid | 2,187 | 10,077 | 63,740 | |||||||||
| Cash paid for reorganization items | - | 68,965 | - | |||||||||
| Noncash investing and financing activities: | ||||||||||||
| Assets acquired through right-of-use arrangements | 237 | 11,070 | 16,384 | |||||||||
| Waiver and consent fee payable added to outstanding balance of Senior Secured Term Loan | - | - | 1,000 | |||||||||
| Promissory note issued for assets acquisition | - | - | 2,371 | |||||||||
| Common stock issued for the Business Combination | - | 32,328 | - | |||||||||
| Common stock issued to settle liabilities subject to compromise | - | 407,363 | - | |||||||||
| Issuance of July 2030 Notes for settlement of the DIP Facility | - | 175,000 | - | |||||||||
| Conversion of DIP Facility into Super Senior Term Loan | - | 6,000 | - | |||||||||
| Accrued capital expenditures | 60 | 180 | 805 | |||||||||
| Reconciliation of Revenue and Gross Profit As Reported to Combined Pro Forma Revenue and Gross Profit for the Three Months Ended September 30, 2025 (in thousands of United States dollars) (Unaudited) | |||
| 3Q 2025 | 3Q 2024 | ||
| As Reported Revenue | $209,085 | $233,426 | |
| Intercompany Eliminations | (1,487 | ) | |
| Revenue Adjustment for XBP Europe | 11,348 | 37,228 | |
| Pro Forma Revenue | $220,433 | $269,167 | |
| As Reported Cost of Revenue | 163,124 | 189,387 | |
| Cost of Revenue Adjustment for XBP Europe | 8,981 | 25,908 | |
| Pro Forma Cost of Revenue | 172,105 | 215,295 | |
| As Reported Gross Profit | $45,961 | $44,039 | |
| Intercompany Eliminations | (1,487 | ) | |
| Gross Profit Adjustment for XBP Europe | 2,367 | 11,320 | |
| Pro Forma Gross Profit | $48,328 | $53,872 | |
| Reconciliation of Net Income to Pro Forma Adjusted EBITDA for the Three and Nine Months Ended September 30, 2025 (in thousands of United States dollars) (Unaudited) | |||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | ||||||||||
| Net income (loss), GAAP | $ | 1,174,255 | $ | (28,317 | ) | $ | 1,148,820 | $ | (82,826 | ) | |||
| XBP Europe Eliminations | 85 | - | 392 | - | |||||||||
| XBP Europe Net Loss | (2,515 | ) | (2,698 | ) | (13,754 | ) | (9,481 | ) | |||||
| Pro Forma Net Income (Loss) | $ | 1,171,825 | $ | (31,015 | ) | $ | 1,135,458 | $ | (92,307 | ) | |||
| Income tax expense | 36,746 | 6,101 | 40,550 | 12,148 | |||||||||
| Interest expense (income), net | 15,051 | 28,233 | 89,506 | 80,118 | |||||||||
| Depreciation and amortization | 12,634 | 13,039 | 33,050 | 41,529 | |||||||||
| Pro Forma EBITDA | $ | 1,236,256 | $ | 16,358 | $ | 1,298,564 | $ | 41,488 | |||||
| Reorganization items | (1,518,654 | ) | - | (1,556,994 | ) | - | |||||||
| Goodwill Impairment | 295,800 | 430 | 295,800 | 430 | |||||||||
| Transaction and integration related cost (1) | 2,615 | 5,084 | 7,519 | 5,314 | |||||||||
| Severance | 2,402 | 499 | 4,998 | 1,776 | |||||||||
| Loss (gain) on sale of assets (2) | 2,157 | (25 | ) | 2,157 | (559 | ) | |||||||
| Optimization and restructuring savings (3) | 2,074 | 1,299 | 5,974 | 3,751 | |||||||||
| Foreign exchange losses, net | 1,419 | 668 | 1,037 | 2,016 | |||||||||
| EBITDA from Previously Discontinued Operations (4) | 355 | 1,244 | 2,989 | 3,263 | |||||||||
| Non-cash equity compensation (5) | 321 | 817 | 4,767 | 2,378 | |||||||||
| Changes in fair value of warrant liability | (3 | ) | (5 | ) | (1 | ) | (45 | ) | |||||
| Network outage event related insurance recoveries | - | (3,550 | ) | - | (3,550 | ) | |||||||
| Debt modification and extinguishment costs (gain), net | - | 256 | 121 | 256 | |||||||||
| Employee litigation matter | - | 7 | - | 924 | |||||||||
| 2024 Bonus accrual timing | - | (1,050 | ) | - | (3,150 | ) | |||||||
| Bad Debt | - | 353 | - | 14,706 | |||||||||
| China Dissolution | - | 484 | - | 484 | |||||||||
| DMR Related write-off | - | - | 1,209 | - | |||||||||
| Payroll tax penalties | - | 299 | 2,789 | 2,620 | |||||||||
| Out-of-Period adjustments | - | (130 | ) | - | (390 | ) | |||||||
| Pro Forma Adjusted EBITDA | $ | 24,743 | $ | 23,039 | $ | 70,928 | $ | 71,711 | |||||
| (1) | Represents one-time costs associated with restructuring, including legal and lease termination costs |
| (2) | Represents a loss/(gain) recognized on the disposal of property, plant, and equipment and other assets |
| (3) | Represents the annualized run-rate cost savings from optimization and restructuring initiatives implemented during the period. These adjustments reflect the impact as if such cost savings had been realized for the entire period presented. |
| (4) | Represents loss related to discontinued operations |
| (5) | Represents non-cash charges related to stock-based compensation |
Source: XBP Global Holdings, Inc.
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