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 (%) Q3 2025 Q3 2024 Y/Y (bps)
-------- -------- ---------- ----------- --------- ---------
Applied
Workflow
Automation $189,408 $220,337 -14.0% 17.7% 16.0% +170 bps
Technology 19,677 13,089 50.3% 62.9% 67.9% (500 bps)
----------- -------- -------- ------ ------ ----- ---------
Total As
Reported $209,085 $233,426 -10.4% 22.0% 18.9% +310 bps
----------- -------- -------- ------ ------ ----- ---------
Pro Forma
Pro Forma Revenue (in $'000) Pro Forma Gross Margin
Q3 2025 Q3 2024 Y/Y (%) Q3 2025 Q3 2024 Y/Y (bps)
--------- --------- ---------- --------- --------- ---------
Applied
Workflow
Automation $198,906 $245,197 -18.9% 17.3% 15.7% +160 bps
Technology 21,527 23,970 -10.2% 64.3% 63.7% +60 bps
----------- --------- --------- ------ ----- ----- ---------
Total Pro
Forma $220,433 $269,167 -18.1% 21.9% 20.0% +190 bps
----------- --------- --------- ------ ----- ----- ---------
Below are the notes referenced above:
(1) 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.
(2) Financial results are presented on an unaudited pro
forma basis, as if the acquisition of Exela BPA had
been consummated on January 1, 2024.
(3) Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP
measures. A reconciliation of non-GAAP measures is
attached to this release.
Earnings Call and Supplemental Investor Presentation
The Company will host a live conference call at 4:30 pm Eastern Time today, accompanied by a live webcast. Hosting the call will be Andrej Jonovic, Chief Executive Officer, and Dejan Avramovic, Chief Financial Officer.
Participant Call-In Registration: Participants who wish to join the conference by telephone must register using the following dial-in registration link to receive the dial-in number and a personalized PIN code that will be required to access the call: https://register-conf.media-server.com/register/BIc5fa5cf3ce2148b98b504e4852d0b395.
Participant Live Webcast Registration: To access the live webcast, please visit https://edge.media-server.com/mmc/p/ups2x4e9 or XBP Global's Investor Relations website at https://investors.xbpglobal.com/.
Rebroadcast: Following the live webcast, a replay will be available on the XBP Global Investor Relations website.
An investor presentation relating to our third quarter 2025 performance is available at https://investors.xbpglobal.com. This information has also been furnished to the SEC in a current report on Form 8-K.
About Pro Forma Financial Information
This press release includes certain pro forma financial information, which is presented for informational purposes only and is not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Pro forma results are presented on an unaudited basis as if the acquisition of Exela BPA had been consummated on January 1, 2024, regardless of the actual closing date.
For financial reporting purposes, Exela BPA is treated as the accounting acquirer, and results exclude XBP Europe until July 29, 2025. As a result, reported results for periods prior to July 29, 2025 are not comparable to previous earnings results of XBP Europe.
Pro forma financial information is intended to provide investors with a clearer understanding of the underlying performance and trends of the combined business by illustrating the impact of the acquisition on historical results. These results are designed to facilitate period-to-period comparisons and enhance transparency into ongoing operations.
Pro forma information is based on certain assumptions and adjustments, including the elimination of intercompany transactions, acquisition-related costs, and the alignment of accounting policies, as described in the accompanying tables and footnotes. This information is unaudited and does not purport to represent what actual results would have been had the acquisition occurred at the dates indicated, nor does it project future results.
Pro forma financial information should be read in conjunction with historical financial statements, related notes, and the pro forma adjustments and explanatory notes included in this release.
About Non-GAAP Financial Measures
This press release also includes certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin, which are not prepared in accordance with GAAP.
These measures provide investors with additional insight into financial performance, results of operations, and liquidity, and help facilitate comparisons of underlying business trends across periods. Management uses these measures to evaluate performance consistently by excluding the effects of capital structure (such as varying debt levels, interest expense, and transaction costs from acquisitions).
Adjusted EBITDA also excludes integration and restructuring expenses and other non-routine items, some of which are outside management's control. Restructuring expenses are primarily related to strategic actions and initiatives associated with rightsizing the business. These costs are variable, dependent on the nature and timing of the actions implemented, and can vary significantly based on business needs. Due to this variability, management excludes these charges as they do not believe such costs reflect past, current, or future operating performance.
Non-GAAP financial measures should not be considered in isolation or as alternatives to liquidity or financial measures determined in accordance with GAAP. A limitation of these measures is that they exclude significant expenses and income required by GAAP to be recorded in the financial statements. In addition, the determination of which items to exclude or include involves management judgment, and these measures may not be comparable to similarly titled measures reported by other companies.
These measures are not required to be uniformly applied, are unaudited, and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements include financial forecasts, projections, and other statements about future operations, financial position, business strategy, market opportunities, and trends. Forward-looking statements can often be identified by terms such as "may, " "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "continue," "forecast," or similar expressions. All forward-looking statements are based on estimates, forecasts, and assumptions that are inherently uncertain and subject to risks and factors that could cause actual results to differ materially. These include, but are not limited to: (1) risks related to the acquisition, including the inability to realize anticipated benefits, disruptions to operations, and costs associated with the acquisition; (2) legal proceedings; (3) failure to regain or maintain compliance with Nasdaq listing standards; (4) competition and market conditions; (5) economic, geopolitical, and regulatory changes; (6) challenges in retaining clients, employees, and suppliers; and (7) other risks detailed in the Company's filings with the SEC, including the "Risk Factors" section of its Annual Report on Form 10-K for 2025, filed on March 19, 2025, and the proxy statement for the 2025 annual meeting. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. XBP Global undertakes no obligation to update these statements, except as required by law. There is no assurance that XBP Global or its subsidiaries will achieve the results projected in these statements.
About XBP Global
XBP Global is a multinational technology and services company powering intelligent workflows for organizations worldwide. With a presence in 20 countries and approximately 11,000 employees worldwide, XBP Global partners with over 2,500 clients, including many of the Fortune 100, to orchestrate mission-critical systems that enable hyper-automation.
Our proprietary platforms, agentic AI-driven automation, and deep domain expertise across industries and the public and private sectors enable our clients to entrust us with their most impactful digital transformations and workflows. By combining innovation with execution excellence, XBP Global helps organizations reimagine how they work, transact, and unlock value.
For more news, commentary, and industry perspectives, visit: https://www.xbpglobal.com/
And please follow us on social:
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The information posted on XBP Global's website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Global should monitor XBP Global's website and its social media accounts in addition to XBP Global's press releases, SEC filings and public conference calls and webcasts.
Investor Relations: David Shamis, investors@xbpglobal.com | Media Queries: Srushti Rao, press@xbpglobal.com
XBP Global Holdings, Inc. and Subsidiaries
Condensed Consolidated and Combined Balance Sheets
As of September 30, 2025 (Successor) and December
31, 2024 (Predecessor)
(in thousands of United States dollars except share
and per share amounts)
Successor Predecessor
--------------- -----------------
Combined and
Consolidated Consolidated
--------------- -----------------
September 30,
2025 December 31,
(Unaudited) 2024
--------------- -----------------
Assets
Current assets
Cash and cash equivalents $ 34,534 $ 11,635
Restricted cash 29,705 52,432
Accounts receivable, net of
allowance for credit losses of
$4,504 and $3,279, respectively 136,586 18,663
Related party receivables and
prepaid expenses 515 12,105
Inventories, net 11,680 7,204
Prepaid expenses and other current
assets 28,960 22,358
---------- ----------
Total current assets 241,980 124,397
Property, plant and equipment, net
of accumulated depreciation of
$2,175 and $193,946, respectively 88,534 45,106
Operating lease right-of-use assets,
net 31,304 30,543
Goodwill 214,264 39,718
Intangible assets, net 352,686 132,842
Other noncurrent assets 19,164 17,815
---------- ----------
Total assets $ 947,932 $ 390,421
========== ==========
Liabilities and Stockholders' Equity
(Deficit)
Liabilities
Current liabilities
Current portion of long-term debt $ 34,863 $ 1,433,484
Accounts payable 67,626 42,602
Related party payables 5,568 3,383
Income tax payable 3,114 5,682
Accrued liabilities 56,389 44,898
Accrued compensation and benefits 55,798 68,179
Accrued interest 7,433 80,039
Customer deposits 16,853 19,900
Deferred revenue 13,138 6,583
Obligation for claim payment 53,902 70,805
Current portion of finance lease
liabilities 5,464 5,441
Current portion of operating lease
liabilities 10,215 9,210
---------- ----------
Total current liabilities 330,363 1,790,206
---------- ----------
Long-term debt, net of current
maturities 346,603 1,468
Finance lease liabilities, net of
current portion 6,684 6,381
Net defined benefit liability 12,693 1,041
Deferred income tax liabilities 50,368 13,118
Long-term income tax liabilities 8,057 8,285
Operating lease liabilities, net of
current portion 23,195 23,907
Other long-term liabilities 39,466 2,803
---------- ----------
Total liabilities 817,429 1,847,209
========== ==========
Commitments and Contingencies (Note
10)
Stockholders' Equity (Deficit)
Successor's common stock, par value
of $0.0001 per share; 400,000,000
shares authorized; 117,515,972
shares issued and outstanding as of
September 30, 2025 12 --
Successor's preferred stock, par
value of $0.0001 per share;
20,000,000 shares authorized; none
issued and outstanding as of
September 30, 2025 -- --
Additional paid in capital 437,368 --
Accumulated deficit (305,838) --
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 Period from
August 1, 2025 July 1, 2025 Three Months
through through Ended
September 30, July 31, 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 Period from
August 1, 2025 January 1, 2025 Nine Months
through through July Ended
September 30, 31, 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 September September September
30, 2025 30, 2024 30, 2025 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.
(END) Dow Jones Newswires
November 14, 2025 16:01 ET (21:01 GMT)