[8-K] XBP Global Holdings, Inc. Reports Material Event
Rhea-AI Filing Summary
XBP Global Holdings, Inc. reported fourth quarter and full year 2025 results reflecting a major transition after acquiring Exela Technologies BPA. As reported full year 2025 revenue was $791.0 million, down from $872.7 million, while pro forma revenue was $879.6 million versus $1,017.6 million. As reported full year gross margin held near 21.7%, and pro forma gross margin was 21.9%. Fourth quarter 2025 revenue was $207.0 million, down 15.1% year over year, with gross margin improving to 22.7%. The company recorded a successor-period net loss of $351.1 million, driven largely by a $320.3 million goodwill impairment, while full year pro forma normalized EBITDA reached $90.2 million. Management highlighted sales investments and agentic AI-driven automation aimed at stabilizing the acquired business and supporting future growth.
Positive
- None.
Negative
- None.
Insights
Revenue declined in 2025, but margins and EBITDA held relatively stable on a pro forma basis.
XBP Global shows a transformative year after the BPA acquisition. As reported 2025 revenue fell to $791.0M from $872.7M, and pro forma revenue declined 13.6% to $879.6M. Segment data indicate double-digit revenue declines in Applied Workflow Automation and Technology.
Despite this, gross margins were relatively resilient. Pro forma gross margin was 21.9% versus 21.6% a year earlier, and Q4 2025 gross margin improved to 22.7%. Pro forma normalized EBITDA of $90.2M versus $104.4M suggests underlying earnings power remains, even as reported results are distorted by the acquisition and restructuring.
Large non-cash items dominate the statutory results. The successor-period net loss of $351.1M includes a $320.3M goodwill impairment, while predecessor results include substantial reorganization items that produce reported net income of over $1.1B. The balance sheet shows total assets of $902.1M and total liabilities of $814.8M as of December 31, 2025, with net operating cash inflow of $18.2M in the successor period.
8-K Event Classification
Key Figures
Key Terms
Pro Forma Normalized EBITDA financial
agentic AI-driven automation technical
reorganization items financial
Non-GAAP financial measures financial
EBITDA financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| | |||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| | |
(Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
Not Applicable
(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 |
The | ||||
The |
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 March 30, 2026, XBP Global Holdings, Inc. (the “Company”) issued a press release reporting financial results for the quarter and year ended December 31, 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 March 30, 2026, announcing the fourth quarter and full year 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: March 30, 2026
XBP GLOBAL HOLDINGS, INC. | ||
By: | /s/ Dejan Avramovic | |
Dejan Avramovic | ||
Chief Financial Officer | ||
Exhibit 99.1
XBP Global Holdings, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results
March 30, 2026
IRVING, TX, March 30, 2026 (GLOBE NEWSWIRE) – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a multinational technology and services company orchestrating mission-critical systems that enable hyper-automation and digital transformation, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2025.
Following the transformative acquisition of Exela Technologies BPA, LLC (“BPA”) in July 2025, the Company is reporting results that reflect a significant transition period. To provide a clearer view of the combined business’s performance, the Company has included pro forma metrics alongside reported GAAP results, with reconciliations to the most comparable GAAP metrics in this release, where applicable. Reported results exclude the results of our European operations (“XBP Europe”) until July 31, 2025 and treat BPA as the accounting acquirer. Thus, reported results for the full year 2025 include the historical results of BPA and are not comparable to previous annual earnings results presented by the Company.
Full Year 2025 Highlights
| ● | Reported revenue1 totaled $791.0 million, a decline of 9.4% year-over-year |
| ● | Gross margin on a reported basis was 21.7%, a 10 basis point increase year-over-year |
| ● | Combined Pro Forma Revenue2 totaled $879.6 million, a decline of 13.6% year-over-year |
| ● | Pro Forma Gross Margin2 was 21.9%, a 30 basis point increase year-over-year |
| ● | GAAP net income of $1.1 billion, compared to a Net Loss of $215.2 million the prior year |
| ● | Pro Forma Normalized EBITDA2,3 of $90.2 million, a decrease of 13.7% year-over-year |
| ● | Closed $297.8 million of Total Contract Value (“TCV”5), including $163.8 million of new TCV |
Fourth Quarter 2025 Highlights
| ● | Revenue totaled $207.0 million, a decline of 15.1% year-over-year on a pro forma basis4 |
| ● | Gross margin was 22.7%, a 110 basis point increase year-over-year on a pro forma basis4 |
| ● | Pro Forma Normalized EBITDA3 of $19.2 million, a decrease of 35.0% year-over-year4 |
| ● | Closed $60.2 million of new TCV, a 53.2% increase year-over-year and 68.4% above the previous four quarter average4,5 |
| ● | Closed $34.8 million of new ACV, a 37.7% increase year-over-year and 46.7% above the previous four quarter average4,5 |
“2025 was a defining year of transition for XBP Global, as we successfully acquired Exela Technologies BPA and repositioned the new company as XBP Global,” said Andrej Jonovic, Chief Executive Officer of XBP Global. “While our financial results reflect expected revenue adjustments as we addressed legacy performance trends in the acquired business, we have been laser-focused on stabilizing the portfolio and laying the groundwork for a return to growth.
“We have strategically invested in our sales leadership and ramped up our client outreach initiatives to win back business and new client relationships. Additionally, through our focused rollout of AI across functions, we are unlocking significant operating leverage and driving gross margin expansion throughout the business. We enter 2026 with an enhanced suite of agentic AI-driven solutions which will enable more clients to transition from labor-intensive, reactive workflows to orchestrated, exception-driven workflows.”
Full Year 2025 Segment Results:
As Reported
| | | As Reported Revenue (in $'000) | | | As Reported Gross Margin | ||||||||||
| | | FY 2025 | | FY 2024 | | Y/Y (%) | | | FY 2025 | | FY 2024 | | Y/Y (bps) | ||
Applied Workflow Automation | | | $ | 723,211 | | $ | 816,447 | | -11.4 | % | | 17.9 | % | 18.5 | % | -60 bps |
Technology | | | | 67,831 | | | 56,243 | | 20.6 | % | | 62.5 | % | 67.1 | % | -460 bps |
Total As Reported | | | $ | 791,042 | | $ | 872,690 | | -9.4 | % | | 21.7 | % | 21.6 | % | +10 bps |
Pro Forma
| | | Pro Forma Revenue (in $'000) | | | Pro Forma Gross Margin | ||||||||||
| | | FY 2025 | | FY 2024 | | Y/Y (%) | | | FY 2025 | | FY 2024 | | Y/Y (bps) | ||
Applied Workflow Automation | | | $ | 788,563 | | $ | 920,464 | | -14.3 | % | | 17.4 | % | 17.5 | % | -10 bps |
Technology | | | | 91,038 | | | 97,154 | | -6.3 | % | | 60.6 | % | 61.3 | % | -70 bps |
Total Pro Forma | | | $ | 879,600 | | $ | 1,017,618 | | -13.6 | % | | 21.9 | % | 21.6 | % | +30 bps |
Fourth Quarter 2025 Segment Results6:
| | | Revenue (in $'000) | | | Gross Margin | ||||||||||
| | | Q4 2025 | | Q4 20244 | | Y/Y (%) | | | Q4 2025 | | Q4 20244 | | Y/Y (bps) | ||
Applied Workflow Automation | | | $ | 185,234 | | $ | 218,286 | | -15.1 | % | | 18.4 | % | 17.0 | % | +140 bps |
Technology | | | | 21,740 | | | 25,464 | | -14.6 | % | | 59.1 | % | 60.6 | % | -150 bps |
Total | | | $ | 206,974 | | $ | 243,750 | | -15.1 | % | | 22.7 | % | 21.6 | % | +110 bps |
Below are the notes referenced above:
(1) | Reported results exclude XBP Europe until July 31, 2025 and treat BPA as the accounting acquirer. Thus, reported results are not comparable to previous annual earnings results presented by the Company. |
(2) | Financial results are presented on an unaudited pro forma basis, as if the acquisition of BPA had been consummated on January 1, 2024. |
(3) | Normalized EBITDA is a non-GAAP measure. A reconciliation of non-GAAP measures is attached to this release. |
(4) | Pro forma results reflect the combined company as if the BPA acquisition had occurred on January 1, 2024, and include adjustments to provide period-to-period comparability where the reported results exclude XBP Europe until July 31, 2025. |
(5) | Total Contract Value (“TCV”) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New TCV represents TCV attributable to expansion and new scope for existing clients, as well as TCV attributable to new clients. Annual contract value (“ACV”) represents the annualized value of the TCV, calculated by dividing the TCV of each individual contract by its respective duration in years. |
(6) | Presented on a pro forma basis for the combined company, as if the acquisition of BPA had been consummated on January 1, 2024 |
Earnings Call and Supplemental Investor Presentation
The Company will host a live conference call at 5:00 pm Eastern Time on March 31, 2026, 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/BI8754ccb3a592449193b50ac393727563.
Participant Live Webcast Registration: To access the live webcast, please visit https://edge.media-server.com/mmc/p/p2mcrcec or XBP Global’s Investor Relations website at https://investors.xbpglobal.com/.
Rebroadcast: Following the live webcast, a replay will be available on XBP Global’s Investor Relations website.
An investor presentation relating to our fourth quarter and full year 2025 performance will be available at https://investors.xbpglobal.com.
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 BPA had been consummated on January 1, 2024, regardless of the actual closing date.
For financial reporting purposes, BPA is treated as the accounting acquirer, and results exclude XBP Europe until July 31, 2025. As a result, reported results for periods prior to July 31, 2025 are not comparable to previous annual earnings results presented by the Company.
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, Normalized EBITDA, and Pro Forma Normalized EBITDA, 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).
We define EBITDA as net income (loss), plus taxes, interest expense, and depreciation and amortization. We define Normalized EBITDA as EBITDA plus non-recurring transaction costs, non-cash equity compensation, restructuring and related expenses, loss/(gain) on sale of assets, impairment of goodwill and other non-recurring items such as reorganization items. We define Pro Forma Normalized EBITDA as Normalized EBITDA plus management’s estimates of the impact of the accounting acquisition of XBP Europe and reorganization of BPA, had such transactions occurred at the beginning of the earliest period presented. 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 and related restructuring, including the inability to realize anticipated benefits, disruptions to operations, and costs associated with the acquisition; (2) legal proceedings; (3) failure to 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. 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 10,600 employees, XBP Global partners with over 2,000 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 businesses 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
Consolidated and Combined Balance Sheets
As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor)
(in thousands of United States dollars except share and per share amounts)
| | Successor | | | Predecessor | ||
| | Consolidated | | | Combined and | ||
| | December 31, | | | December 31, | ||
| | 2025 | | | 2024 | ||
Assets | | | | | | | |
Current assets | | | | | | | |
Cash and cash equivalents | | $ | 37,113 | | | $ | 11,635 |
Restricted cash | | | 31,553 | | | | 52,432 |
Accounts receivable, net of allowance for credit losses of $5,660 and $3,279, respectively | | | 130,281 | | | | 18,663 |
Related party receivables and prepaid expenses | | | 736 | | | | 12,105 |
Inventories, net | | | 11,365 | | | | 7,204 |
Prepaid expenses and other current assets | | | 28,699 | | | | 22,358 |
Total current assets | | | 239,747 | | | | 124,397 |
Property, plant and equipment, net of accumulated depreciation of $11,094 and $193,946, respectively | | | 82,956 | | | | 45,106 |
Operating lease right-of-use assets, net | | | 30,339 | | | | 30,543 |
Goodwill | | | 189,881 | | | | 39,718 |
Intangible assets, net | | | 344,080 | | | | 132,842 |
Other noncurrent assets | | | 15,094 | | | | 17,815 |
Total assets | | $ | 902,097 | | | $ | 390,421 |
| | | | | | | |
Liabilities and Stockholders’ Equity (Deficit) | | | | | | | |
Liabilities | | | | | | | |
Current liabilities | | | | | | | |
Current portion of long-term debt | | $ | 34,334 | | | $ | 1,433,484 |
Accounts payable | | | 55,700 | | | | 42,602 |
Related party payables | | | 5,343 | | | | 3,383 |
Income tax payable | | | 6,158 | | | | 5,682 |
Accrued liabilities | | | 47,101 | | | | 44,898 |
Accrued compensation and benefits | | | 56,314 | | | | 68,179 |
Accrued interest | | | 13,685 | | | | 80,039 |
Customer deposits | | | 21,691 | | | | 19,900 |
Deferred revenue | | | 11,881 | | | | 6,583 |
Obligation for claim payment | | | 55,632 | | | | 70,805 |
Current portion of finance lease liabilities | | | 4,390 | | | | 5,441 |
Current portion of operating lease liabilities | | | 9,814 | | | | 9,210 |
Total current liabilities | | | 322,043 | | | | 1,790,206 |
Long-term debt, net of current maturities | | | 353,267 | | | | 1,468 |
Finance lease liabilities, net of current portion | | | 6,857 | | | | 6,381 |
Net defined benefit liability | | | 6,241 | | | | 1,041 |
Deferred income tax liabilities | | | 52,595 | | | | 13,118 |
Long-term income tax liabilities | | | 10,554 | | | | 8,285 |
Operating lease liabilities, net of current portion | | | 22,530 | | | | 23,907 |
Other long-term liabilities | | | 40,671 | | | | 2,803 |
Total liabilities | | | 814,758 | | | | 1,847,209 |
Commitments and Contingencies (Note 16) | | | | | | | |
| | | | | | | |
Stockholders’ Equity (Deficit) | | | | | | | |
Successor's common stock, par value of $0.0001 per share; 400,000,000 shares authorized; 11,755,434 shares issued and outstanding as of December 31, 2025 | | | 12 | | | | — |
Successor's preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; none issued and outstanding as of December 31, 2025 | | | — | | | | — |
Additional paid in capital | | | 437,995 | | | | — |
Accumulated deficit | | | (351,123) | | | | — |
Predecessor’s net parent investment | | | — | | | | (1,449,634) |
Accumulated other comprehensive loss: | | | | | | | |
Foreign currency translation adjustment | | | (1,263) | | | | (7,154) |
Unrealized pension actuarial gains, net of tax | | | 1,718 | | | | — |
Total accumulated other comprehensive profit (loss) | | | 455 | | | | (7,154) |
Total stockholder’s equity (deficit) | | | 87,339 | | | | (1,456,788) |
Total liabilities and stockholder’s equity (deficit) | | $ | 902,097 | | | $ | 390,421 |
XBP Global Holdings, Inc. and Subsidiaries
Consolidated and Combined Statements of Operations
For the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)
(in thousands of United States dollars except share and per share amounts)
| | Successor | | | Predecessor | |||||
| | Consolidated | | | Combined and Consolidated | |||||
| | Period from | | | Period from January | | Year Ended | |||
| | 2025 | | | 2025 | | 2024 | |||
Revenue | | $ | 358,821 | | | $ | 429,187 | | $ | 867,109 |
Related party revenue | | | 560 | | | | 2,474 | | | 5,581 |
Cost of revenue (exclusive of depreciation and amortization) | | | 279,391 | | | | 339,981 | | | 683,924 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | | | 49,669 | | | | 53,946 | | | 124,440 |
Depreciation and amortization | | | 26,225 | | | | 22,313 | | | 50,307 |
Impairment of goodwill | | | 320,292 | | | | — | | | 108,489 |
Related party expense, net | | | 5,386 | | | | 5,750 | | | 10,971 |
Operating profit (loss) | | | (321,582) | | | | 9,671 | | | (105,441) |
Other expense (income), net: | | | | | | | | | | |
Interest expense, net | | | 24,237 | | | | 75,226 | | | 101,939 |
Debt modification and extinguishment costs, net | | | — | | | | 121 | | | 363 |
Sundry expense (income), net | | | 274 | | | | 1,644 | | | (2,087) |
Other income, net | | | (1,596) | | | | (28) | | | (515) |
Loss before reorganization items and income taxes | | | (344,497) | | | | (67,292) | | | (205,141) |
Reorganization items | | | 1,615 | | | | (1,557,825) | | | — |
Profit (loss) before income taxes | | | (346,112) | | | | 1,490,533 | | | (205,141) |
Income tax expense | | | 5,011 | | | | 35,875 | | | 10,009 |
Net profit (loss) | | $ | (351,123) | | | $ | 1,454,658 | | $ | (215,150) |
Net loss per common share | | | | | | | | | | |
Basic and diluted | | | (29.88) | | | | | | | |
XBP Global Holdings, Inc. and Subsidiaries
Condensed Consolidated and Combined Statements of Cash Flows
For the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)
(in thousands of United States dollars except share and per share amounts)
| | Successor | | Predecessor | |||||
| | Consolidated | | Combined and Consolidated | |||||
| | Period from | | | | | | | |
| | August 1, 2025 | | Period from January 1, | | | | ||
| | through | | 2025 through | | Year Ended | |||
| | December 31, | | July 31, | | December 31, | |||
|
| 2025 |
| 2025 | | 2024 | |||
Cash flows from operating activities |
| | |
| | |
| | |
Net profit (loss) | | $ | (351,123) | | $ | 1,454,658 | | $ | (215,150) |
Adjustments to reconcile net profit (loss) to cash provided by (used in) operating activities | |
| | |
| | |
| |
Depreciation and amortization | |
| 26,225 | |
| 22,313 | |
| 50,307 |
Original issue discount, debt premium and debt issuance cost amortization | |
| 3,336 | |
| (14,595) | |
| (65,910) |
Reorganization items | |
| — | |
| (1,626,790) | |
| — |
Interest on BR Exar AR Facility | |
| — | |
| (2,399) | |
| (5,226) |
Debt modification and extinguishment loss (gain), net | |
| — | |
| 121 | |
| 363 |
Impairment of goodwill | |
| 320,292 | |
| — | |
| 108,489 |
Provision for credit losses | |
| 2,007 | |
| (278) | |
| 18,094 |
Deferred income tax provision | |
| 389 | |
| 36,396 | |
| 939 |
Equity-based compensation expense | |
| 886 | |
| 204 | |
| 1,599 |
Unrealized foreign currency (gain) loss | |
| 849 | |
| (659) | |
| (364) |
Loss (gain) on sale of assets | |
| 2,395 | |
| 1,967 | |
| (96) |
Fair value adjustment for private warrants liability | |
| 6 | |
| — | |
| — |
Paid-in-kind interest | |
| — | |
| 28,848 | |
| 86,688 |
Change in operating assets and liabilities, net of effect from acquisitions | |
| | |
| | |
| |
Accounts receivable | |
| 12,053 | |
| (93,713) | |
| 6,076 |
Prepaid expenses and other current assets | |
| 5,975 | |
| (2,203) | |
| 2,397 |
Accounts payable and accrued liabilities | |
| (9,017) | |
| 30,172 | |
| 33,097 |
Related party receivables (payables) | |
| 4,002 | |
| 6,134 | |
| 2,354 |
Additions to outsourced contract costs | |
| (43) | |
| (118) | |
| (390) |
Net cash provided by (used in) operating activities | |
| 18,232 | |
| (159,942) | |
| 23,267 |
Cash flows from investing activities | |
| | |
| | |
| |
Net cash received from acquisition (Refer Note 5) | |
| — | |
| 1,485 | |
| — |
Purchase of property, plant and equipment | |
| (5,802) | |
| (3,081) | |
| (6,294) |
Additions to internally developed software | |
| (1,451) | |
| (1,067) | |
| (3,160) |
Proceeds from sale of assets | |
| 917 | |
| (27) | |
| 2,966 |
Net cash used in investing activities | |
| (6,336) | |
| (2,690) | |
| (6,488) |
| | | | | | | | | |
Cash flows from financing activities | |
| | |
| | |
| |
Cash paid for debt issuance costs | |
| (1,770) | |
| (3,719) | |
| (533) |
Principal payments on finance lease obligations | |
| (1,670) | |
| (3,360) | |
| (6,573) |
Borrowings from other loans | |
| 10,951 | |
| 3,785 | |
| 14,751 |
Proceeds from Issuance of July 2030 Notes | |
| 3,520 | |
| — | |
| — |
Proceeds from Revolving Credit Facility | |
| — | |
| 18,000 | |
| — |
Proceeds from Super Senior Term Loan | |
| — | |
| 40,000 | |
| — |
Proceeds from ABL Facility | |
| 46,900 | |
| 58,903 | |
| — |
Repayments on ABL Facility | |
| (28,800) | |
| — | |
| — |
Repayment of Second Lien Note | |
| (3,750) | |
| (5,975) | |
| (6,000) |
Proceeds from DIP New Money Loans | |
| — | |
| 80,000 | |
| — |
Borrowing under BR Exar AR Facility | |
| 17,000 | |
| 23,775 | |
| 59,349 |
Repayments under BR Exar AR Facility | |
| (23,025) | |
| (23,397) | |
| (52,262) |
Principal repayments on senior secured term loans and other loans | |
| (6,247) | |
| (42,748) | |
| (11,488) |
Net cash provided by (used in) financing activities | |
| 13,109 | |
| 145,264 | |
| (2,756) |
Effect of exchange rates on cash, restricted cash and cash equivalents | |
| (234) | |
| (2,804) | |
| (3,451) |
Net increase (decrease) in cash, restricted cash and cash equivalents | |
| 24,771 | |
| (20,172) | |
| 10,572 |
Cash, restricted cash and cash equivalents | |
| | |
| | |
| |
Beginning of period | |
| 43,895 | |
| 64,067 | |
| 53,495 |
End of period | | $ | 68,666 | | $ | 43,895 | | $ | 64,067 |
Supplemental cash flow data: | |
| | |
| | |
| |
Income tax payments, net of refunds received | | $ | 2,949 | | $ | 2,897 | | $ | 3,590 |
Interest paid | |
| 7,652 | |
| 10,077 | |
| 74,820 |
Cash paid for reorganization items | |
| — | |
| 68,965 | |
| — |
Noncash investing and financing activities: | |
| | |
| | |
| |
Assets acquired through right-of-use arrangements | |
| 3,373 | |
| 11,444 | |
| 22,768 |
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 | |
| 105 | |
| 180 | |
| 1,310 |
Reconciliation of Revenue and Gross Profit As Reported to Combined Pro Forma Revenue and Gross Profit for the Twelve Months Ended December 31, 2025
(in thousands of United States dollars)
(Unaudited)
| | | FY 2025 | | | FY 2024 | ||
As Reported Revenue | | | $ | 791,042 | | | $ | 872,690 |
Intercompany Eliminations | | | | (2,596) | | | | (5,908) |
Revenue Adjustment for XBP Europe | | | | 91,154 | | | | 150,836 |
Pro Forma Revenue | | | $ | 879,600 | | | $ | 1,017,618 |
| | | | | | | | |
As Reported Cost of Revenue | | | | 619,372 | | | | 683,924 |
Intercompany Eliminations | | | | (186) | | | | |
Cost of Revenue Adjustment for XBP Europe | | | | 68,079 | | | | 113,396 |
Pro Forma Cost of Revenue | | | $ | 687,265 | | | $ | 797,320 |
| | | | | | | | |
As Reported Gross Profit | | | $ | 171,670 | | | $ | 188,766 |
Intercompany Eliminations | | | | (2,410) | | | | (5,908) |
Gross Profit Adjustment for XBP Europe | | | | 23,075 | | | | 37,440 |
Pro Forma Gross Profit | | | $ | 192,335 | | | $ | 220,298 |
Reconciliation of Net Income to Pro Forma Normalized EBITDA for the Twelve Months Ended December 31, 2025
(in thousands of United States dollars)
(Unaudited)
| | Three Months Ended | | Twelve Months Ended | ||||||||
| | December 31, 2025 | | December 31, 2024 | | December 31, 2025 | | December 31, 2024 | ||||
Net income (loss) | | $ | (45,286) | | $ | (134,987) | | $ | 1,103,535 | | $ | (227,294) |
XBP Europe Net Loss | |
| | |
| | |
| (13,360) | |
| |
Pro Forma Net Income (Loss) | | $ | (45,286) | | $ | (134,987) | | $ | 1,090,175 | | $ | (227,294) |
Income tax expense | |
| 1,641 | |
| 773 | |
| 42,191 | |
| 12,920 |
Interest expense (income), net | |
| 14,529 | |
| 28,287 | |
| 104,034 | |
| 108,406 |
Depreciation and amortization | |
| 17,084 | |
| 12,493 | |
| 50,134 | |
| 54,022 |
Pro Forma EBITDA | | $ | (12,032) | | $ | (93,434) | | $ | 1,286,534 | | $ | (51,946) |
Impairment of goodwill | |
| 24,492 | |
| 108,144 | |
| 320,292 | |
| 108,574 |
Network outage related insurance claim | |
| (5,300) | |
| (3,535) | |
| (5,300) | |
| (7,085) |
Transaction and integration costs (1) | |
| 3,302 | |
| 685 | |
| 10,820 | |
| 5,999 |
Office closure cost | |
| 2,980 | |
| — | |
| 2,980 | |
| — |
Loss (gain) on sale of assets (2) | |
| 2,205 | |
| 462 | |
| 4,362 | |
| (97) |
Optimization and restructuring expenses (3) | |
| 1,093 | |
| 6,894 | |
| 7,067 | |
| 10,645 |
Severance | |
| 1,077 | |
| 1,656 | |
| 6,075 | |
| 3,431 |
Foreign exchange losses, net | |
| (1,004) | |
| 504 | |
| 33 | |
| 2,520 |
Reorganization items | |
| 784 | |
| — | |
| (1,556,210) | |
| — |
Non-cash equity compensation (4) | |
| 628 | |
| 834 | |
| 5,395 | |
| 3,211 |
Adjustments to reserve for general unsecured claims | |
| 599 | |
| — | |
| 599 | |
| — |
Restructuring and related expenses | |
| 399 | |
| — | |
| 399 | |
| — |
EBITDA from Previously Discontinued Operations (5) | |
| 18 | |
| 1,533 | |
| 3,007 | |
| 4,796 |
Changes in fair value of warrant liability | |
| (3) | |
| 2 | |
| (5) | |
| (43) |
DMR Related write-off | |
| — | |
| — | |
| 1,209 | |
| — |
Payroll tax penalties | |
| — | |
| 1,673 | |
| 2,789 | |
| 4,293 |
Debt modification and extinguishment costs (gain), net | |
| — | |
| 106 | |
| 121 | |
| 363 |
Employee litigation matter | |
| — | |
| 205 | |
| — | |
| 1,129 |
Other charges including non-cash | |
| — | |
| — | |
| — | |
| |
Bad Debt | |
| — | |
| 1,411 | |
| — | |
| 16,117 |
China Dissolution | |
| — | |
| 1,258 | |
| — | |
| 1,742 |
Out-of-Period adjustments | |
| — | |
| 1,183 | |
| — | |
| 793 |
Pro Forma Normalized EBITDA | | $ | 19,238 | | $ | 29,582 | | $ | 90,167 | | $ | 104,442 |
(1) | Represents one-time costs associated with restructuring, including professional and legal fees |
(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 non-cash charges related to stock-based compensation |
(5) | Represents loss related to discontinued operations |
Source: XBP Global Holdings, Inc.