8-K
XBP Global Holdings, Inc. (XBP)
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): August 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) |
| | | |
|---|---|---|
| 66431 N. Belt Line Road , Suite 100<br><br>**** Irving , Texas | **** | 75061 |
| (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 **** 75061
(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 Symbol(s) | **** | Name of each exchange <br>on which registered |
| 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 August 14, 2025, XBP Global Holdings, Inc. (the “Company”) issued a press release reporting financial results for the quarter ended June 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 7.01. Regulation FD Disclosure
On August 14, 2025, the Company posted an investor presentation to its website (investors.xbpeurope.com). A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
**(d)**Exhibits.
| Exhibit No. | **** | Description |
|---|---|---|
| 99.1 | | Press Release dated August 14, 2025, announcing the second quarter results |
| 99.2 | | Investor Presentation dated August 14, 2025 |
| 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: August 14, 2025
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|---|---|
| | XBP OPE HOLDINGS, INC. |
| | |
| | By: |
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All values are in Euros.
Exhibit 99.1
XBP Global Holdings, Inc. Reports Second Quarter 2025 Results
August 14, 2025
Second Quarter 2025 Highlights
| ● | XBP Europe Holdings, Inc. (“XBP Europe”) completed the acquisition of Exela Technologies BPA, LLC (“BPA”) and changed its name to XBP Global Holdings, Inc. |
|---|---|
| ● | Revenue of $39.6 million, an increase of 17.8% year-over-year and 5.2% sequentially |
| --- | --- |
| ● | Gross margin of 29.8%, a 1,020 bps increase year-over-year and 30 bps decrease sequentially |
| --- | --- |
| ● | Adjusted EBITDA of $3.3 million, an increase of 173.8% year-over-year and decrease of 11.2% sequentially |
| --- | --- |
IRVING, TX AND LONDON, UK, August 14, 2025 (GLOBE NEWSWIRE) – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a multinational leader in business process automation and integration of bills, payments, and related solutions and services seeking to enable the digital transformation of its clients, announced today its financial results for the quarter ended June 30, 2025. These results reflect those of XBP Europe prior to the previously announced acquisition of BPA.
“XBP Europe’s upward momentum continued into the second quarter, reflected by solid and consistent growth across revenue, gross margin, and Adjusted EBITDA. With the acquisition of BPA completed, we are busy integrating two teams into one XBP Global and focused on uplifting the overall company performance, supported by global scale, access to the largest market in the world, and a strengthened financial position. We look forward to providing more details on the combined company in coming periods,” said Andrej Jonovic, Chief Executive Officer of XBP Global.
Second Quarter Highlights^1^
| ● | Revenue: Total Revenue was $39.6 million, an increase of 17.8% year-over-year and 5.2% sequentially. |
|---|
| ● | Bills & Payments segment revenue was $28.8 million, an increase of 15.9% year-over-year and 9.3% sequentially. |
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| ● | Technology segment revenue was $10.9 million, an increase of 23.2% year-over-year and a decrease of 4.5% sequentially. |
|---|
| ● | Operating Loss: Operating loss was $1.6 million compared to operating loss of $1.4 million a year ago and $1.8 million in 1Q 2025. Adjusted for non-cash stock-based compensation and non-recurring expenses related to the BPA acquisition, operating profit in 2Q 2025 was $1.7 million compared to an operating loss of $1.2 million a year ago and operating profit of $2.0 million in 1Q 2025. |
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| ● | Net Loss: Net loss from continuing operations was $3.4 million, compared with a net loss from continuing operations of $3.6 million a year ago. |
|---|
| ● | Adjusted EBITDA^(2)^: Adjusted EBITDA from Continuing Operations was $3.3 million, an increase of $2.1 million or 173.8% year-over-year. Adjusted EBITDA margin was 8.3%, an increase of 470 basis points year-over-year. |
|---|
Completed BPA Acquisition: As announced on July 30, 2025, XBP Europe finalized its acquisition of BPA, a leading provider of business process automation solutions. The combined entity will operate under the new name XBP Global reflecting its expanded global footprint and capabilities. XBP Global’s annual revenue is expected to approach $900 million, with a workforce of approximately 11,000 employees across 20 countries. The company now serves more than 2,500 clients, including many of the Fortune 100. As part of the transaction, XBP Europe issued approximately 81.8 million new shares of common stock resulting in the elimination of $1.1 billion of BPA’s secured debt, with shares valued at $4.98 per share based on an overall equity valuation for the Company of $585.7 million. Post-transaction, XBP Global’s ownership structure is more diversified, with a broader base of institutional shareholders. The Company has also announced the appointment of four new highly experienced and independent board members. This governance enhancement underscores XBP Global’s commitment to transparency, accountability, and long-term value creation for all stakeholders.
Below are the notes referenced above:
| (1) | The results herein represent those of only XBP Europe before any effects of the BPA acquisition which occurred subsequent to quarter-end |
|---|---|
| (2) | Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA is attached to this release. |
| --- | --- |
Supplemental Investor Presentation
An investor presentation relating to our second quarter 2025 performance is available at investors.xbpeurope.com. This information has also been furnished to the SEC in a current report on Form 8-K.
About Non-GAAP Financial Measures
This press release includes constant currency, EBITDA, and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes these non-GAAP financial measures provide investors with useful insights into the Company’s financial performance, results of operations, and liquidity, helping them understand the Company’s business trends and compare its results.
The Company’s board of directors and management use these measures to evaluate the Company’s performance on a consistent basis across periods by excluding effects of the Company’s capital structure (such as varying debt levels, interest expense, and transaction costs from the November 2023 business combination). Adjusted EBITDA also seeks to remove the effects of integration and related restructuring expenses and other similar non-routine items, some of which are outside management’s control. Restructuring expenses are primarily related to the implementation of strategic actions and initiatives related to the rightsizing of the business. All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these charges since we do not believe they truly reflect our past, current or future operating performance.
The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results.
The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited 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. This press release includes forward-looking non-GAAP financial measures, such as projected Adjusted EBITDA and Net Debt. Adjusted EBITDA is defined as net income excluding interest, taxes, depreciation, amortization, and certain non-recurring items, while Net Debt is total debt minus cash and cash equivalents. The Company cannot reconcile these measures to their most comparable GAAP metrics — net income and total debt — without unreasonable effort, due to challenges in forecasting future interest, taxes, depreciation, and non-recurring items. These measures are provided for informational purposes only and should not be considered substitutes for financial measures prepared in accordance with GAAP. 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 transaction; (2) legal proceedings; (3) failure to meet 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 XBP Europe’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 leader in business process automation, serving over 2,500 clients—including many of the Fortune 100—across 20 countries, with approximately 11,000 employees. The name “XBP,” which stands for “exchange for bills and payments,” reflects the Company’s strategy to connect buyers and suppliers, across industries, including banking, healthcare, insurance, utilities and the public sector, to optimize clients’ bills and payments and related digitization processes. Its proprietary software and deep domain expertise position it as a trusted technology and services partner. With cloud-based solutions and a global footprint, XBP Global delivers measurable value, advances digital transformation, improves market-wide liquidity by expediting payments, and promotes sustainable business practices.
For more news, commentary, and industry perspectives, visit: https://www.xbpglobal.com/
And please follow us on social:
X: https://X.com/XBPEurope
LinkedIn: https://www.linkedin.com/company/xbp-europe/
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 and/or Media Contacts:
investors@xbpeurope.com
XBP Global Holdings, Inc.
(formerly known as XBP Europe Holdings, Inc.)
Condensed Consolidated Balance Sheets
As of June 30, 2025 and December 31, 2024
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | June 30, | | December 31, | ||
| | **** | 2025 | 2024 | |||
| ASSETS | | | ||||
| Current assets | | | ||||
| Cash and cash equivalents | | $ | 6,121 | | $ | 12,099 |
| Accounts receivable, net of allowance for credit losses of $936 and $1,198, respectively | | 33,610 | | 19,810 | ||
| Inventories, net | | 4,042 | | 3,823 | ||
| Prepaid expenses and other current assets | | 5,599 | | 4,228 | ||
| Current assets held for sale | | 1,236 | | 1,378 | ||
| Total current assets | | **** | 50,608 | | **** | 41,338 |
| Property, plant and equipment, net of accumulated depreciation of $46,247 and $40,325, respectively | | 13,530 | | 11,272 | ||
| Operating lease right-of-use assets, net | | 5,070 | | 4,805 | ||
| Goodwill | | 24,361 | | 21,666 | ||
| Intangible assets, net | | 1,270 | | 1,121 | ||
| Deferred income tax assets | | 7,100 | | 7,026 | ||
| Related party long term notes receivable | | | 2,055 | | | — |
| Other noncurrent assets | | | 1,189 | | | 817 |
| Total assets | | $ | 105,183 | | $ | 88,045 |
| | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | |||
| LIABILITIES | | | | |||
| Current liabilities | | | | |||
| Accounts payable | | $ | 15,931 | | $ | 12,553 |
| Related party payables | | 7,588 | | 5,443 | ||
| Accrued liabilities | | 23,141 | | 17,993 | ||
| Accrued compensation and benefits | | 22,979 | | 16,482 | ||
| Customer deposits | | 148 | | 277 | ||
| Deferred revenue | | 6,565 | | 6,870 | ||
| Current portion of finance lease liabilities | | 1 | | 12 | ||
| Current portion of operating lease liabilities | | 1,879 | | 1,734 | ||
| Current portion of long-term debts | | | 6,755 | | | 4,958 |
| Current liabilities held for sale | | 4,161 | | 2,443 | ||
| Total current liabilities | | **** | 89,148 | | **** | 68,765 |
| Related party notes payable | | 1,640 | | 1,451 | ||
| Long-term debt, net of current maturities | | 25,593 | | 23,966 | ||
| Pension liabilities | | 11,823 | | 10,339 | ||
| Operating lease liabilities, net of current portion | | 3,373 | | 3,271 | ||
| Other long-term liabilities | | | 1,885 | | | 1,599 |
| Total liabilities | | $ | 133,462 | | $ | 109,391 |
| Commitments and Contingencies (Note 13) | | | | |||
| | | | | | | |
| STOCKHOLDERS’ DEFICIT | | | | |||
| Preferred stock, par value of $0.0001 per share; 10,000,000 shares authorized; none issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | | — | | — | ||
| Common stock, par value of $0.0001 per share; 200,000,000 shares authorized; 35,915,548 shares issued and outstanding as of June 30, 2025 and 30,166,102 shares issued and outstanding as of December 31, 2024, respectively | | 4 | | 30 | ||
| Additional paid in capital | | 7,950 | | 1,611 | ||
| Accumulated deficit | | (34,944) | | (23,705) | ||
| Accumulated other comprehensive loss: | | — | | |||
| Foreign currency translation adjustment | | (1,534) | | 474 | ||
| Unrealized pension actuarial gains, net of tax | | 245 | | 244 | ||
| Total accumulated other comprehensive loss | | (1,289) | | 718 | ||
| Total stockholders’ deficit | | **** | (28,279) | | **** | (21,346) |
| Total liabilities and stockholders’ deficit | | $ | 105,183 | | $ | 88,045 |
XBP Global Holdings, Inc.
(formerly known as XBP Europe Holdings, Inc.)
Condensed Consolidated Statements of Operations
For the three and six months ended June, 2025 and 2024
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
| | | Three months ended June 30, | | Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | 2025 | 2024 | **** | 2025 | 2024 | ||||||
| Revenue, net | | $ | 39,431 | | $ | 33,534 | | $ | 76,962 | | $ | 71,581 |
| Related party revenue, net | | 184 | | | 81 | | 326 | | | 147 | ||
| Cost of revenue (exclusive of depreciation and amortization) | | 27,787 | | | 27,007 | | 54,096 | | | 55,069 | ||
| Related party cost of revenue | | 8 | | | 10 | | 17 | | | 28 | ||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | | 10,407 | | | 5,998 | | 21,360 | | | 12,966 | ||
| Related party expense | | 2,417 | | | 1,179 | | 3,979 | | | 2,105 | ||
| Depreciation and amortization | | 607 | | | 775 | | 1,234 | | | 1,583 | ||
| Operating loss | | $ | (1,611) | | $ | (1,354) | | $ | (3,398) | | $ | (23) |
| Other expense (income), net | | | | | | | | | ||||
| Interest expense, net | | 1,999 | | | 1,461 | | 3,720 | | | 2,878 | ||
| Related party interest expense, net | | 25 | | | 22 | | 48 | | | 41 | ||
| Foreign exchange losses (gains), net | | (311) | | | 596 | | (382) | | | 1,349 | ||
| Changes in fair value of warrant liability | | — | | | (2) | | 2 | | | (39) | ||
| Other income, net | | (392) | | | (421) | | (761) | | | (844) | ||
| Net loss before income taxes | | $ | (2,932) | | **** | (3,010) | | **** | (6,025) | | **** | (3,408) |
| Income tax expense | | 514 | | | 542 | | 1,276 | | | 1,002 | ||
| Net loss from continuing operations | | $ | (3,446) | | | (3,552) | | | (7,301) | | | (4,410) |
| Net loss from discontinued operations, net of income taxes | | | (3,443) | | | (1,171) | | (3,938) | | | (2,521) | |
| Net loss | | $ | (6,889) | | $ | (4,723) | | $ | (11,239) | | $ | (6,931) |
| Loss per share: | | | | |||||||||
| Basic and diluted - continuing operations | | $ | (0.10) | | $ | (0.12) | | $ | (0.22) | | $ | (0.15) |
| Basic and diluted - discontinued operations | | | (0.10) | | | (0.04) | | | (0.12) | | | (0.08) |
| Basic and diluted | | $ | (0.19) | | $ | (0.16) | | $ | (0.34) | | $ | (0.23) |
XBP Global Holdings, Inc.
(formerly known as XBP Europe Holdings, Inc.)
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2025 and 2024
(in thousands of United States dollars)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Six months ended June 30, | ||||
| | 2025 | 2024 | ||||
| Cash flows from operating activities | | | | | | |
| Net loss | | $ | (11,239) | | $ | (6,931) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
| Depreciation | | 1,045 | | 1,520 | ||
| Amortization of intangible assets | | 255 | | 360 | ||
| Debt issuance cost amortization | | | 218 | | | — |
| Credit loss expense | | (260) | | 176 | ||
| Changes in fair value of warrant liability | | | 2 | | | (39) |
| Stock-based compensation expense | | | 4,011 | | | 160 |
| Unrealized foreign currency losses (gains) | | (982) | | 1,323 | ||
| Change in deferred income taxes | | 648 | | (80) | ||
| | | | | | | |
| Change in operating assets and liabilities | | | | | ||
| Accounts receivable | | (10,322) | | 1,799 | ||
| Inventories | | 415 | | (83) | ||
| Prepaid expense and other assets | | (927) | | (2,482) | ||
| Accounts payable | | 1,889 | | 3,000 | ||
| Related party payables | | 3,024 | | (2,221) | ||
| Accrued expenses and other liabilities | | 9,182 | | (1,528) | ||
| Deferred revenue | | (995) | | (708) | ||
| Customer deposits | **** | | 28 | | 195 | |
| Net cash used in operating activities | **** | | (4,008) | | **** | (5,540) |
| | | | | | | |
| Cash flows from investing activities | | | | | ||
| Purchase of property, plant and equipment | | (1,878) | | (553) | ||
| Additions to internally developed software | | | (258) | | | (173) |
| Net cash used in investing activities | **** | | (2,136) | | **** | (726) |
| | | | | | | |
| Cash flows from financing activities | | | | | ||
| Borrowings under revolving credit facility | | — | | 15,339 | ||
| Principal payments on 2024 Term Loan A Facility | | | (195) | | | — |
| Principal payments on 2024 Term Loan B Facility | | | (574) | | | — |
| Principal payments on long-term obligations | | | — | | | (468) |
| Proceeds from secured credit facility | | 3,407 | | 972 | ||
| Principal payments on secured credit facility | | | (2,997) | | | (18) |
| Principal payments on finance leases | | (12) | | (207) | ||
| Net cash provided by (used in) financing activities | | (371) | | **** | 15,618 | |
| Effect of exchange rates on cash and cash equivalents | | 614 | | (695) | ||
| Net increase (decrease) in cash and cash equivalents | **** | | (5,901) | | **** | 8,657 |
| | | | | | | |
| Cash and equivalents, beginning of period, including cash from discontinued operations | | 12,106 | | 6,905 | ||
| Cash and equivalents, end of period, including cash from discontinued operations | | $ | 6,205 | | $ | 15,562 |
| | | | | | | |
| Supplemental cash flow data: | | | ||||
| Income tax payments, net of refunds received | | 2,015 | | 60 | ||
| Interest paid | | 1,871 | | 1,053 |
XBP Global Holdings, Inc.
(formerly known as XBP Europe Holdings, Inc.)
Schedule 1: Reconciliation of Adjusted EBITDA and constant currency revenues
| Reconciliation of Non-GAAP Financial Measures to GAAP Measures | |||
|---|---|---|---|
| | | | |
| Non-GAAP constant currency revenue reconciliation | | | |
| | Three Months ended June 30, | ||
| ( in thousands) | 2025 | **** | 2024 |
| Revenues, as reported (GAAP) | 39,616 | | 33,614 |
| Foreign currency exchange impact (1) | (2,227) | | — |
| Revenues, at constant currency (Non-GAAP) | 37,388 | | 33,614 |
All values are in US Dollars.
| Reconciliation of Adjusted EBITDA from Continuing Operations | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | ||||||||||||
| | | Three Months Ended June 30, | **** | Six Months Ended June 30, | ||||||||
| (dollars in thousands) | | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | ||||
| Net loss from continuing operations | | $ | (3,446) | | $ | (3,552) | $ | (7,301) | | $ | (4,410) | |
| Income tax expense | | | 514 | | 542 | | | 1,276 | | 1,002 | ||
| Interest expense including related party interest expense, net | | | 2,023 | | 1,483 | | | 3,767 | | 2,919 | ||
| Depreciation and amortization | | | 607 | | 775 | | | 1,234 | | 1,583 | ||
| EBITDA from continuing operations | | | (302) | | (752) | | | (1,024) | | 1,094 | ||
| Restructuring and related expenses^(2)^ | | | 585 | | 249 | | | 1,252 | | 582 | ||
| Foreign exchange losses, net | | | (312) | | 596 | | | (382) | | 1,349 | ||
| Non-cash equity compensation^(3)^ | | | 424 | | | 160 | | | 4,242 | | | 160 |
| Changes in fair value of warrant liability | | | — | | | (2) | | | 2 | | | (39) |
| Employee litigation matter^(4)^ | | | — | | | 917 | | | — | | | 917 |
| Transaction Fees^(5)^ | | | 2,885 | | 30 | | | 2,885 | | 79 | ||
| Adjusted EBITDA from continuing operations | | $ | 3,280 | | $ | 1,198 | | $ | 6,974 | | $ | 4,142 |
| Reconciliation of Adjusted EBITDA from Discontinued Operations | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | ||||||||||||
| | | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| (dollars in thousands) | **** | 2025 | **** | 2024 | 2025 | **** | 2024 | |||||
| Net loss from discontinued operations, net of income taxes | | $ | (3,443) | | $ | (1,171) | | $ | (3,938) | | $ | (2,521) |
| Income tax expense | | | — | | | — | | | — | | | — |
| Interest expense, net | | | — | | 5 | | | 13 | | 15 | ||
| Depreciation and amortization | | | 34 | | 148 | | | 66 | | 297 | ||
| EBITDA from discontinued operations | | | (3,409) | | (1,019) | | | (3,859) | | (2,209) | ||
| Restructuring and related expenses^(2)^ | | | 1,686 | | | — | | | 1,686 | | | — |
| Foreign exchange losses (gains), net | | | (102) | | 108 | | | (461) | | 188 | ||
| Adjusted EBITDA from discontinued operations | | $ | (1,825) | | $ | (911) | | $ | (2,634) | | $ | (2,021) |
| (1) | Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended June 30, 2024, to the revenues during the corresponding period in 2025. |
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| (2) | Adjustment represents costs associated with restructuring, including employee severance, legal, and lease termination costs. |
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| (3) | Related to accelerated vesting of RSU and stock awards. |
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| (4) | Represents litigation settlement and associated expenses incurred in connection with the Company subsidiary litigation. |
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| (5) | Represents non-recurring transaction costs and expenses incurred in connection with the BPA acquisition and other extraordinary transactions during the applicable period |
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Source: XBP Global Holdings, Inc.
Exhibit 99.2
| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>XBP Second Quarter 2025 Results<br>August 14, 2025 |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 2<br>Safe Harbor Statements<br>Forward-Looking Statements: This presentation 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,<br>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<br>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,”<br>“continue,” “forecast,” or similar expressions. This presentation includes forward-looking non-GAAP financial measures, such as projected Adjusted EBITDA and Net Debt. Adjusted EBITDA is defined as net income<br>excluding interest, taxes, depreciation, amortization, and certain non-recurring items, while Net Debt is total debt minus cash and cash equivalents. The Company cannot reconcile these measures to their most<br>comparable GAAP metrics — net income and total debt — without unreasonable effort, due to challenges in forecasting future interest, taxes, depreciation, and non-recurring items. These measures are provided for<br>informational purposes only and should not be considered substitutes for financial measures prepared in accordance with GAAP. All forward-looking statements are based on estimates, forecasts, and assumptions that<br>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<br>anticipated benefits, disruptions to operations, and costs associated with the transaction; (2) legal proceedings; (3) failure to meet Nasdaq listing standards; (4) competition and market conditions; (5) economic,<br>geopolitical, and regulatory changes; (6) challenges in retaining clients, employees, and suppliers; and (7) other risks detailed in XBP Europe’s filings with the SEC, including the “Risk Factors” section of its Annual Report<br>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<br>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 this presentation.<br>Non-GAAP Financial Measures: This presentation includes constant currency, EBITDA, and Adjusted EBITDA, each of which is a financial measure that is not prepared in accordance with U.S. generally accepted<br>accounting principles (“GAAP”). The Company believes these non-GAAP financial measures provide investors with useful insights into the Company’s financial performance, results of operations, and liquidity, helping<br>them understand the Company’s business trends and compare its results.<br>The Company’s board of directors and management use these measures to evaluate the Company’s performance on a consistent basis across periods by excluding effects of the Company’s capital structure (such as<br>varying debt levels, interest expense, and transaction costs from the November 2023 business combination). Adjusted EBITDA also seeks to remove the effects of integration and related restructuring expenses and other<br>similar non-routine items, some of which are outside management’s control. Restructuring expenses are primarily related to the implementation of strategic actions and initiatives related to the rightsizing of the business.<br>All of these costs are variable and dependent upon the nature of the actions being implemented and can vary significantly driven by business needs. Accordingly, due to that significant variability, we exclude these<br>charges since we do not believe they truly reflect our past, current or future operating performance.<br>The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency revenue and Adjusted EBITDA on a constant currency basis by converting our<br>current-period local currency financial results using the exchange rates from the corresponding prior-period and compare these adjusted amounts to our corresponding prior period reported results.<br>The Company does not consider these non-GAAP measures in isolation or as an alternative to liquidity or financial measures determined in accordance with GAAP. A limitation of these non-GAAP financial measures is<br>that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of<br>judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures and therefore the basis of presentation for these measures may not be<br>comparable to similarly-titled measures used by other companies. These non-GAAP financial measures are not required to be uniformly applied, are not audited and should not be considered in isolation or as substitutes<br>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<br>measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the slide titled “Reconciliation of Non-GAAP measures.”<br>Rounding: Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect absolute figures.<br>Supplemental Information: These slides are not intended to be a stand-alone presentation but should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and<br>the consolidated financial statements and the related notes thereto included in our public filings. |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 3<br>XBP Europe + Exela Technologies BPA = XBP Global |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>XBP Europe and BPA unite to launch a transformative new beginning<br>Meet the New XBP Global<br>1: Leverage ratio defined as trailing 12 month net debt-to-Adjusted EBITDA<br>• On July 29, 2025, XBP Europe Holdings, Inc. finalized its<br>acquisition of Exela Technologies BPA, LLC (“BPA”).<br>• The combined entity operates under the new name XBP Global<br>Holdings, Inc. (“XBP Global”), reflecting our expanded global<br>footprint and enhanced capabilities.<br>• The transaction strengthens corporate governance, supported by<br>an expanded slate of new directors and new institutional<br>shareholders. |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 5<br>Annual Revenue<br>Approaching<br>Adjusted EBITDA1<br>1: Combined company trailing 12 month Adjusted EBITDA of $102.4 million (BPA of $86.2 million + XBP Europe of $16.2 million).<br>Note: Unless otherwise noted, any references within this presentation relate to continuing operations<br>Key highlights:<br>• XBP Europe issued shares of common stock to BPA creditors, resulting in the equitization and elimination of over $1.1 billion of BPA’s debt<br>• Total net debt at closing stands at ~$350 million<br>• Reduced financial leverage results in significantly lower interest payment obligations for BPA<br>Adj. EBITDA to Net Debt<br>$900M ~3.5x $102.4M<br>(vs Russell 2000 at ~3.85x)<br>Ready for Growth With a Stronger Balance Sheet |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 6<br>XBP Europe Q2 Results |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 7<br>2Q 2025 at a Glance - XBP Europe results prior to acquisition of BPA<br>YoY +1,330 bps<br>Sequentially +250 bps<br>YoY +1,020 bps<br>Sequentially -30 bps<br>Revenue<br>$39.6M<br>YoY +17.8%<br>Sequentially +5.2%<br>Gross Margin<br>29.8%<br>Adj EBITDA2<br>$3.3M<br>YoY +$2.1M<br>Sequentially -$0.4M<br>1: Adjusted to exclude non-cash stock-based compensation expense of $0.4M in 2Q25, $3.8M in 1Q25, and $0.2M in 1Q24 and transaction-related and other nonrecurring expenses of $2.9M in 2Q25<br>2: Adj EBITDA from Continuing Operations - Reference Adj EBITDA reconciliations on slide 13<br>YoY +25 bps<br>Sequentially -430 bps<br>Technology<br>Gross Margin<br>50.2%<br>Bills & Payments<br>Gross Margin<br>22.2%<br>YoY +$2.9M<br>Sequentially -$0.3M<br>Operating Profit1<br>$1.7M<br>Bills & Payments: 72.6%<br>Technology: 27.4%<br>Revenue<br>Mix<br>YoY +22.2%<br>Sequentially -0.5%<br>SG&A1<br>$7.1M |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>2Q 2025 Financial Highlights<br>8<br>$ in thousands<br>PROPRIETARY & CONFIDENTIAL 8<br>• Operating results continue to show<br>consistency, highlighted by four<br>consecutive quarters of sequential revenue<br>growth and steady improvement in Gross<br>Margin and Adjusted EBITDA<br>• Revenue growth driven primarily by<br>continued stabilization of recent project<br>ramp-ups<br>• Gross margin and Adjusted EBITDA<br>showing continued improvement, driven by<br>revenue growth combined with operating<br>leverage, continued realization of cost<br>optimization, and increased automation<br>1: Adjusted to exclude non-cash stock-based compensation expense of $0.4M in 2Q25, $3.8M in 1Q25, and $0.2M in 1Q24 and transaction-related and other nonrecurring expenses of $2.9M in 2Q25<br>2. Reference Adj EBITDA reconciliation on slide 13<br>Note: Unless otherwise noted, any references within this presentation relate to continuing operations; Non-GAAP measures are unaudited |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>Continuous Improvement in Gross Margin and Adjusted EBITDA<br>PROPRIETARY & CONFIDENTIAL 99 99<br>Achieving consistent growth in Gross Margin<br>and Adjusted EBITDA<br>Management team is committed to replicating<br>this formula across the combined company -<br>XBP Global |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>Segment Profitability – 2Q 2025<br>10<br>$ in thousands<br>• Bills & Payments Gross Margin<br>improvement driven by higher levels<br>of automation and ongoing<br>optimizations coupled with<br>stabilization of large contracts<br>• Technology Gross Margin remains<br>robust as a result of high margin<br>software license sales and<br>professional service revenue but<br>can be lumpy due to timing of sales<br>Note: Unless otherwise noted, any references within this presentation relate to continuing operations |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 11<br>Appendix |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>Global Scale, Local Focus<br>12<br>~11,000 employees across 20 countries, significantly expanding capacity and resources to serve customers<br>Multinational leader in business process<br>automation, proudly serving over 2,500<br>clients of all sizes and across multiple<br>verticals<br>Deploying agentic AI-powered workflow<br>solutions across key sectors such as<br>healthcare, banking, and public sector<br>Expanded geographic footprint across<br>North America, Asia, and Europe<br>Providing solutions to over 60 Fortune<br>100 companies<br>This map highlights countries with an active XBP Global presence, including operational hubs, partnerships, or commercial<br>activities. Geographic boundaries are approximate and for visual reference only. |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>Adjusted EBITDA Reconciliation From Continuing Operations<br>13<br>$ in thousands<br>(1) Adjustment represents costs associated with restructuring, including employee severance, legal, and lease termination costs.<br>(2) Represents litigation settlement and associated expenses incurred in connection with the Company subsidiary litigation.<br>(3) Primarily represents management fee incurred in exchange for services, which included provision of legal, human resources, corporate finance, and marketing support. The management services agreement was terminated in connection with the Business Combination and was<br>replaced by the related party service fee pursuant to the Services Agreement which reduced the fee and modified the services provided.<br>(4) Related to accelerated vesting of RSU and stock awards.<br>(5) Represents non-recurring transaction costs and expenses incurred in connection with the BPA acquisition and other extraordinary transactions during the applicable period.<br>(6) Supplemental financial measures that are not required by, or presented in accordance with, accounting principles generally accepted in the United States ("GAAP"). These non-GAAP financial measures should not be considered as alternatives to operating or net income or cash<br>flows from operating activities, in each case determined in accordance with GAAP. These non-GAAP financial measures are among the indicators used by management to measure the performance of the Company's operations, and also among the criteria upon which performance-based compensation may be based. Adjusted EBITDA also is used by our lenders for debt covenant compliance purposes. Similar non-GAAP financial measures may be calculated differently by other companies, including other companies in our industry, limiting their usefulness as<br>comparative measures. Because of these limitations, you should consider the non-GAAP financial measures alongside other performance measures and liquidity measures, including operating income, various cash flow metrics, net income and our other GAAP results.<br>Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 FY 2022 FY 2023 FY 2024<br>Net Loss from continuing operations ($3,551) ($1,226) ($897) ($3,855) ($3,446) ($3,873) ($5,568) ($6,533)<br>Income tax expense 542 1,664 245 762 514 2,562 606 2,911<br>Interest expense including related party interest expense, net 1,483 1,843 1,560 1,744 2,023 2,943 7,006 6,322<br>Depreciation and amortization 775 805 773 627 607 3,625 2,944 3,160<br>EBITDA from continuing operations ($751) $3,086 $1,681 ($722) ($302) $5,257 $4,988 $5,860<br>Restructuring and related expenses (1)<br> 249 316 982 667 585 1,869 5,053 1,879<br>Employment litigation matter (2)<br> 917 57 309 - - 267 1,431 1,283<br>Related party management fees and royalties (3)<br> - - - - - 4,907 1,330 -<br>Foreign exchange losses (gains), net 596 668 504 (71) (312) 1,175 599 2,520<br>Non-cash equity compensation (4)<br> 160 726 725 3,818 424 - - 1,611<br>Changes in fair value of warrant liability (2) (5) 1 2 - - (597) (43)<br>Transaction Fees (5)<br> 30 - 201 - 2,885 3,595 2,970 280<br>Adjusted EBITDA from continuing operations (6) $1,198 $4,848 $4,404 $3,694 $3,280 $17,070 $15,774 $13,390 |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL<br>Non-GAAP Reconciliation<br>14 |
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| ©XBP GLOBAL 2025 PROPRIETARY & CONFIDENTIAL 15<br>Footnotes to Non-GAAP Reconciliation<br>1) Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended June<br>30, 2024, to the revenues during the corresponding period in 2025.<br>2) Adjustment represents costs associated with restructuring, including employee severance, legal, and lease termination costs.<br>3) Related to accelerated vesting of RSU and stock awards.<br>4) Represents litigation settlement and associated expenses incurred in connection with the Company subsidiary litigation.<br>5) Represents non-recurring transaction costs and expenses incurred in connection with the BPA acquisition and other extraordinary transactions during the<br>applicable period.<br>Defined Terms in Presentation and Notes<br>• Gross Margin: Total revenue less cost of revenue as a percentage of total revenue<br>• SG&A: Selling, General, and Administrative Expense<br>• SaaS: Software as a Service<br>• BPO: Business Process Outsourcing |
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