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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2025
XBP Global Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40206 |
|
85-2002883 |
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
|
6641 N. Belt Line Road, Suite 100 Irving, Texas |
|
75063 |
(Address of principal executive offices) |
|
(Zip Code) |
(844) 935-2832
Registrant’s telephone number, including area code
XBP Europe Holdings, Inc.
2701 East Grauwyler Road
Irving, Texas 75063
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading |
|
Name of each exchange |
Common stock, par value $0.0001 per share |
|
XBP |
|
The Nasdaq Capital Market |
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 |
|
XBPEW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2025, XBP Global Holdings, Inc. (the “Company”) issued a press release reporting financial results for the quarter ended September 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. |
|
Description |
99.1 |
|
Press Release dated November 14, 2025, announcing the third quarter 2025 results |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 14, 2025
|
XBP GLOBAL HOLDINGS, INC. |
|
|
|
|
|
By: |
/s/ Dejan Avramovic |
|
|
Dejan Avramovic |
|
|
Chief Financial Officer |
Exhibit 99.1
XBP Global Holdings, Inc. Reports Third Quarter 2025 Results
November 14, 2025
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, TX, November 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 |
||
|
|
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 July |
|
Three Months |
|||
|
|
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, |
|
|
Period from January |
|
Nine Months |
|||
|
|
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.