Earnings release
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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
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As Reported Revenue (in $’000) As Reported Gross Margin Q3 2025Q3 2024Y/Y (%) Q3 2025Q3 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 2025Q3 2024Y/Y (%) Q3 2025Q3 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.
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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
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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) SuccessorPredecessor 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
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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
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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
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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 assets1,536 (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 equivalents20,344 (20,174) (15,841) Cash, restricted cash and cash equivalents Beginning of period 43,895 64,069 53,496
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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
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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.