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XBP Global Holdings, Inc. Reports Third Quarter 2025 Results

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:

X: https://X.com/XBPglobal

LinkedIn: https://www.linkedin.com/company/xbpglobal/

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
  Consolidated     Combined and
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
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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