XBP Europe Holdings, Inc. Reports Fourth Quarter and Full Year 2024 Results
Full Year 2024 Highlights
- Revenue of
$142.8 million , decrease of 8.0% year-over-year - Gross margin of 26.8%, a 110 bps increase year-over-year
- Operating profit of
$3.5 million , an increase of$2.4 million year-over-year - Approximately
$25M of ACV in active ramp, resulting in an incremental step-up in margin contribution in the second half of 2024 - Signed an exclusive, non-binding LOI to acquire
Exela Technologies BPA, LLC , a potentially transformational deal that could expand XBP Europe’s revenue to~$1 billion annually
Fourth Quarter 2024 Highlights
- Revenue of
$35.6 million , decrease of 7.5% year-over-year and increase of 0.7% sequentially - Gross margin of 28.3%, a 480 bps increase year-over-year and 440 bps decrease sequentially
- Operating profit of
$1.0 million , an increase of$3.4 million year-over-year and a decrease of$1.5 million sequentially - Net loss of
$2.7 million includes$0.5 million of FX losses, an improvement of$2.4 million year-over-year and$0.1 million sequentially
“We ended 2024 with growing momentum, as we continued to ramp our recently awarded contracts, leading to improving profitability and operating metrics. We are excited about our organic growth trajectory in 2025 and we continue to work towards a potential acquisition of
Full Year Highlights
- Revenue: Total Revenue for 2024 was
$142.8 million , a decline of 8.0% year-over-year, primarily due to completion of projects, lower volumes, and client contract ends, offset by positive impact of newly won business.- Bills & Payments segment revenue was
$101.9 million , a decline of 7.8% year-over-year, primarily attributable to completion of one-time projects, lower volumes, and client contract end, offset by the positive impact of newly won business. - Technology segment revenue was
$40.9 million , a decrease of 8.5% year-over-year, largely due to a lower volume of licenses sold, offset by a drop in technology implementation and professional services revenue.
- Bills & Payments segment revenue was
- Operating Profit: Operating Profit was
$3.5 million , an increase of$2.4 million compared to 2023. This improvement was driven primarily by higher gross margins coupled with SG&A cost optimizations. Our operating expenses include costs associated with accelerated migration to the cloud.
- Net Loss: Net loss from continuing operations was
$6.5 million , compared with a net loss from continuing operations of$5.6 million in 2023. The year-over-year increase was primarily driven by higher income tax expense and interest expense, offset by higher operating profit and lower related party interest expense.
- Adjusted EBITDA(1): Adjusted EBITDA from Continuing Operations was
$13.4 million , a decrease of$2.4 million or 15.1% compared to 2023. Adjusted EBITDA margin was 9.4%, a decrease of 80 basis points from 10.2% in 2023.
- Capital Expenditures: Capital expenditures were 1.2% of revenue compared to 1.7% of revenue in 2023, with the decrease primarily due to lower purchases of PP&E.
- Adequate Liquidity: The Company’s cash and cash equivalents totaled
$12.1 million as ofDecember 31, 2024 .
Other Highlights:
- Pending Acquisition: As announced on
March 4, 2025 ,XBP Europe has entered into an exclusive, non-binding letter of intent with Exela Technologies, Inc. to acquireExela Technologies BPA, LLC (“BPA”), a leading provider of business process automation solutions. The closing of the acquisition will be subject to BPA completing a corporate reorganization which is expected to create a sustainable capital structure with a substantially deleveraged balance sheet. If completed, the acquisition will expand XBP Europe’s revenue to more than$1 billion from$145 million on a pro forma basis for the twelve months endingSeptember 30, 2024 . The parties have agreed to act in good faith to negotiate definitive agreements, complete due diligence, undertake necessary regulatory approvals, and seek any necessary approvals, including fromXBP Europe's shareholders. Accordingly, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Readers are cautioned that those portions of the LOI that describe the proposed transaction are non-binding.XBP Europe only intends to announce additional details regarding the proposed transaction if and when a definitive agreement is executed.
Segment Revenue and Profitability:
| Three months ended |
||||||||
| Bills & Payments | Technology | Total | ||||||
| Revenue, net | $ | 25,851 | $ | 9,794 | $ | 35,645 | ||
| Cost of revenue | 20,460 | 5,108 | 25,568 | |||||
| Segment Gross Profit | 5,391 | 4,686 | 10,077 | |||||
| Three months ended |
||||||||
| Bills & Payments | Technology | Total | ||||||
| Revenue, net | $ | 27,368 | $ | 11,165 | $ | 38,533 | ||
| Cost of revenue | 24,203 | 5,270 | 29,472 | |||||
| Segment Gross Profit | 3,165 | 5,895 | 9,061 | |||||
| Twelve months ended |
||||||||
| Bills & Payments | Technology | Total | ||||||
| Revenue, net | $ | 101,850 | $ | 40,922 | $ | 142,772 | ||
| Cost of revenue | 85,454 | 19,059 | 104,513 | |||||
| Segment Gross Profit | 16,396 | 21,863 | 38,259 | |||||
| Twelve months ended |
||||||||
| Bills & Payments | Technology | Total | ||||||
| Revenue, net | $ | 110,458 | $ | 44,719 | $ | 155,177 | ||
| Cost of revenue | 95,572 | 19,738 | 115,310 | |||||
| Segment Gross Profit | 14,886 | 24,981 | 39,867 | |||||
Below is the note referenced above:
(1) 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 fourth quarter and full year 2024 performance is available at investors.xbpeurope.com. This information has also been furnished to the
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
Forward-Looking Statements
This press release contains certain “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 (the “Securities Act”), and Section 21E of the Exchange Act, including certain financial forecasts and projections. All statements other than statements of historical fact contained in this press release, including statements as to future results of operations and financial position, revenue and other metrics planned products and services, business strategy and plans, objectives of management for future operations of
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Consolidated Balance Sheets For the years ended (in thousands of |
|||||
| 2024 | 2023 | ||||
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | $ | 12,099 | $ | 6,537 | |
| Accounts receivable, net of allowance for credit losses of |
19,810 | 30,238 | |||
| Inventories, net | 3,823 | 4,045 | |||
| Prepaid expenses and other current assets | 4,228 | 6,550 | |||
| Current assets held for sale | 1,378 | 2,497 | |||
| Total current assets | 41,338 | 49,867 | |||
| Property, plant and equipment, net of accumulated depreciation of |
11,272 | 12,811 | |||
| Operating lease right-of-use assets, net | 4,805 | 5,206 | |||
| 21,666 | 22,823 | ||||
| Intangible assets, net | 1,121 | 1,498 | |||
| Deferred income tax assets | 7,026 | 6,811 | |||
| Other noncurrent assets | 817 | 705 | |||
| Noncurrent assets held for sale | — | 3,018 | |||
| Total assets | $ | 88,045 | $ | 102,739 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| LIABILITIES | |||||
| Current liabilities | |||||
| Accounts payable | $ | 12,553 | $ | 13,281 | |
| Related party payables | 5,443 | 13,012 | |||
| Accrued liabilities | 17,993 | 23,850 | |||
| Accrued compensation and benefits | 16,482 | 16,267 | |||
| Customer deposits | 277 | 323 | |||
| Deferred revenue | 6,870 | 6,004 | |||
| Current portion of finance lease liabilities | 12 | 91 | |||
| Current portion of operating lease liabilities | 1,734 | 1,562 | |||
| Current portion of long-term debts | 4,958 | 3,863 | |||
| Current liabilities held for sale | 2,443 | 3,818 | |||
| Total current liabilities | 68,765 | 82,071 | |||
| Related party notes payable | 1,451 | 1,542 | |||
| Long-term debt, net of current maturities | 23,966 | 12,763 | |||
| Finance lease liabilities, net of current portion | — | 23 | |||
| Pension liabilities | 10,339 | 12,208 | |||
| Operating lease liabilities, net of current portion | 3,271 | 3,785 | |||
| Other long-term liabilities | 1,599 | 1,635 | |||
| Noncurrent liabilities held for sale | — | 1,280 | |||
| Total liabilities | $ | 109,391 | $ | 115,307 | |
| STOCKHOLDERS’ DEFICIT | |||||
| Preferred stock, par value of |
— | — | |||
| Common Stock, par value of |
30 | 30 | |||
| Additional paid in capital | 1,611 | — | |||
| Accumulated deficit | (23,705) | (11,339) | |||
| Accumulated other comprehensive loss: | |||||
| Foreign currency translation adjustment | 474 | (1,416) | |||
| Unrealized pension actuarial gains, net of tax | 244 | 157 | |||
| Total accumulated other comprehensive loss | 718 | (1,259) | |||
| Total stockholders’ deficit | (21,346) | (12,568) | |||
| Total liabilities and stockholders’ deficit | $ | 88,045 | $ | 102,739 | |
Consolidated Statements of Operations For the years ended (in thousands of United States dollars except share and per share amounts) |
|||||
| Year ended |
|||||
| 2024 | 2023 | ||||
| Revenue, net | $ | 142,408 | $ | 154,943 | |
| Related party revenue, net | 364 | 234 | |||
| Cost of revenue (exclusive of depreciation and amortization) | 104,467 | 115,234 | |||
| Related party cost of revenue | 47 | 76 | |||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | 26,525 | 31,173 | |||
| Related party expense | 5,101 | 4,633 | |||
| Depreciation and amortization | 3,160 | 2,944 | |||
| Operating profit | 3,472 | 1,117 | |||
| Other expense (income), net | |||||
| Interest expense, net | 6,232 | 5,035 | |||
| Related party interest expense, net | 90 | 1,971 | |||
| Foreign exchange losses, net | 2,520 | 599 | |||
| Changes in fair value of warrant liability | (43) | (597) | |||
| Pension income, net | (1,705) | (929) | |||
| Net loss before income taxes | (3,622) | (4,962) | |||
| Income tax expense | 2,911 | 606 | |||
| Net loss from continuing operations | (6,533) | (5,568) | |||
| Net loss from discontinued operations, net of income taxes | (5,833) | (5,479) | |||
| Net loss | $ | (12,366) | $ | (11,047) | |
| Loss per share: | |||||
| Basic and diluted - continuing operations | $ | (0.22) | $ | (0.25) | |
| Basic and diluted - discontinued operations | (0.19) | (0.24) | |||
| Basic and diluted | $ | (0.41) | $ | (0.49) | |
Consolidated Statements of Cash Flows For the years ended (in thousands of |
|||||
| Years ended December 31, | |||||
| 2024 | 2023 | ||||
| Cash flows from operating activities | |||||
| Net loss | $ | (12,366) | $ | (11,047) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||
| Depreciation | 2,965 | 3,467 | |||
| Amortization of intangible assets | 750 | 384 | |||
| Debt issuance cost amortization | 216 | — | |||
| Impairment of goodwill | 87 | — | |||
| Credit loss expense | 16 | 343 | |||
| Changes in fair value of warrant liability | (43) | (597) | |||
| Stock-based compensation expense | 1,611 | — | |||
| Unrealized foreign currency losses (gains) | 2,428 | (616) | |||
| Change in deferred income taxes | (247) |
(422) | |||
| Change in operating assets and liabilities | |||||
| Accounts receivable | 9,568 | 5,990 | |||
| Inventories | 240 | (58) | |||
| Prepaid expense and other assets | 2,297 | 2,123 | |||
| Accounts payable | (365) | (2,417) | |||
| Related party payables | (8,446) | (843) | |||
| Accrued expenses and other liabilities | (4,848) | 2,629 | |||
| Deferred revenue | 1,099 | 67 | |||
| Customer deposits | (189) | (538) | |||
| Net cash used in operating activities | (5,227) | (1,535) | |||
| Cash flows from investing activities | |||||
| Purchase of property, plant and equipment | (1,263) | (2,330) | |||
| Cash paid for costs of fulfilling a contract | — | (339) | |||
| Additions to internally developed software | (447) | — | |||
| Net cash used in investing activities | (1,710) | (2,669) | |||
| Cash flows from financing activities | |||||
| Borrowings under secured borrowing facility | — | 87,635 | |||
| Principal repayment on borrowings under secured borrowing facility | (79) | (91,662) | |||
| Borrowings under 2024 Term Loan A Facility | 3,834 | — | |||
| Borrowings under 2024 Term Loan B Facility | 11,360 | — | |||
| Borrowings under 2024 Revolving Credit Facility | 15,352 | — | |||
| Cash paid for debt issuance costs | (1,527) | — | |||
| Principal payments on 2024 Term Loan A Facility | (383) | — | |||
| Principal payments on 2024 Term Loan B Facility | (1,136) | — | |||
| Principal payments on long-term obligations | (15,270) | (920) | |||
| Proceeds from Secured Credit Facility | 930 | 223 | |||
| Principal payments on finance leases | (635) | (786) | |||
| Proceeds from Business Combination, net of transaction expenses | — | 5,205 | |||
| Net cash provided by (used in) financing activities | 12,446 | (305) | |||
| Effect of exchange rates on cash and cash equivalents | (308) |
3,941 | |||
| Net increase (decrease) in cash and cash equivalents | 5,201 | (568) | |||
| Cash and equivalents, beginning of period, including cash from discontinued operations | 6,905 | 7,473 | |||
| Cash and equivalents, end of period, including cash from discontinued operations | $ | 12,106 | $ | 6,905 | |
| Supplemental cash flow data: | |||||
| Income tax payments, net of refunds received | 567 | 1,059 | |||
| Interest paid | 3,429 | 1,798 | |||
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 | ||||
| Twelve Months ended |
||||
| ($ in thousands) | 2024 | 2023 | ||
| Revenues, as reported (GAAP) | 142,772 | 155,177 | ||
| Foreign currency exchange impact (1) | (1,055) | - | ||
| Revenues, at constant currency (Non-GAAP) | 141,717 | 155,177 | ||
| Reconciliation of Adjusted EBITDA from Continuing Operations | ||||||
| Year Ended |
||||||
| (dollars in thousands) | 2024 | 2023 | ||||
| Net loss from continuing operations | $ | (6,533) | $ | (5,568) | ||
| Income tax expense | 2,911 | 606 | ||||
| Interest expense including related party interest expense, net | 6,322 | 7,006 | ||||
| Depreciation and amortization | 3,160 | 2,944 | ||||
| EBITDA from continuing operations | 5,860 | 4,988 | ||||
| Restructuring and related expenses (2) | 1,879 | 5,053 | ||||
| Employee litigation matter (3) | 1,283 | 1,431 | ||||
| Related party management fee and royalties (4) | — | 1,330 | ||||
| Foreign exchange losses, net | 2,520 | 599 | ||||
| Non-cash equity compensation (5) | 1,611 | — | ||||
| Changes in fair value of warrant liability | (43) | (597) | ||||
| Transaction Fees (6) | 280 | 2,970 | ||||
| Adjusted EBITDA from continuing operations | $ | 13,390 | $ | 15,774 | ||
(1) Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the year ended
(2) Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs.
(3) Represents litigation settlement and associated expenses incurred in connection with the Company subsidiary litigation.
(4) 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 replaced by the related party service fee pursuant to the Services Agreement which reduced the fee and modified the services provided.
(5) Represents the non-cash charges to restricted stock units and options.
(6) Represents transaction costs incurred as part of the Business Combination.
| Reconciliation of Adjusted EBITDA from Discontinued Operations | ||||||
| Year Ended |
||||||
| (dollars in thousands) | 2024 | 2023 | ||||
| Net loss from discontinued operations, net of income taxes | $ | (5,833) | $ | (5,479) | ||
| Income tax expense | — | — | ||||
| Interest expense, net | 145 | 189 | ||||
| Depreciation and amortization | 555 | 907 | ||||
| EBITDA from discontinued operations | (5,133) | (4,383) | ||||
| Restructuring and related expenses (7) | 38 | 187 | ||||
| Related party service fees and royalties | — | 25 | ||||
| Impairment of goodwill | 87 | — | ||||
| Foreign exchange losses (gains), net | 211 | (5) | ||||
| Adjusted EBITDA from discontinued operations | $ | (4,797) | $ | (4,176) | ||
(7) Adjustment represents costs associated with restructuring related to employee severance.
Source:
Source: XBP Europe