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): May 15, 2025
XBP Europe 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) |
| | | |
|---|---|---|
| 2701 East Grauwyler Road **** Irving , Texas | **** | 75061 |
| (Address of principal executive offices) | | (Zip Code) |
( 844 ) 935-2832
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:
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|---|---|
| ☐ | 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 May 15, 2025, XBP Europe Holding, Inc. (the “Company”) issued a press release reporting financial results for the quarter ended March 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 7.01. Regulation FD Disclosure
On May 15, 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 May 15, 2025, announcing the first quarter results |
| 99.2 | | Investor Presentation dated May 15, 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: May 15, 2025
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|---|---|
| | XBP OPE HOLDINGS, INC. |
| | |
| | By: |
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All values are in Euros.
Exhibit 99.1
XBP Europe Holdings, Inc. Reports First Quarter 2025 Results
May 15, 2025
First Quarter 2025 Highlights
| ● | Revenue of $37.7 million, a decrease of 1.2% year-over-year and increase of 5.7% sequentially |
|---|---|
| ● | Gross margin of 30.1%, a 380 bps increase year-over-year and 190 bps increase sequentially |
| --- | --- |
| ● | Adjusted EBITDA of $3.7 million, an increase of 25.6% year-over-year and decrease of 16.1% sequentially |
| --- | --- |
LONDON, UK and Santa Monica, CA, May 15, 2025 (GLOBE NEWSWIRE) – XBP Europe Holdings, Inc. (“XBP Europe” or “the Company”) (NASDAQ: XBP), a pan-European integrator 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 March 31, 2025.
“Our strong momentum continued into 2025, reflected by growing revenue, gross margin, and Adjusted EBITDA. We saw revenue growth for the third straight quarter, along with gross margin expansion on a year-over-year and sequential basis, driven by expanded use of AI technology and improved operational leverage,” said Andrej Jonovic, Chief Executive Officer of XBP Europe.
First Quarter Highlights
| ● | Revenue: Total Revenue was $37.7 million, a decrease of 1.2% year-over-year and an increase of 5.7% sequentially. |
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| ● | Bills & Payments segment revenue was $26.3 million, a decline of 1.2% year-over-year and an increase of 1.8% sequentially. |
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| ● | Technology segment revenue was $11.4 million, a decrease of 1.0% year-over-year and an increase of 16% sequentially. |
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| ● | Operating Loss: Operating Loss was $1.8 million compared to Operating Profit of $1.3 million a year ago and $1.0 million in the 4Q 2024. The decline was primarily driven by the recognition of $3.8 million of non-cash stock-based compensation due to accelerated vesting of RSUs and Options. When adjusted for this item, our Operating Profit was $2.0 million in the quarter, an improvement of $0.7 million year-over-year and $1.0 million sequentially, driven primarily by higher gross profit. |
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| ● | Net Loss: Net loss from continuing operations was $3.9 million. Adjusting for the previously mentioned non-cash stock-based compensation expense, our net loss from continuing operations was $0 million, compared with a net loss from continuing operations of $0.9 million a year ago and $0.2 million in the fourth quarter 2024. |
|---|
| ● | Adjusted EBITDA^(1)^: Adjusted EBITDA from Continuing Operations was $3.7 million, an increase of $0.8 million or 25.5% year-over-year. Adjusted EBITDA margin was 9.8%, an increase of 210 basis points year-over-year. |
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| ● | Adequate Liquidity: The Company’s cash and cash equivalents totaled $9.7 million as of March 31, 2025. |
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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 acquire Exela 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 approximately $1 billion from $143 million on a pro forma basis for the year ending December 31, 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 from XBP 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.
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 first 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
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding future events, estimated or anticipated future results and benefits, future opportunities for XBP Europe Holdings, Inc. (together with its subsidiaries, the “Company”) and its industry, and other statements that are not historical facts. These statements reflect the current expectations of Company management and are not guarantees of actual performance. Actual results may differ materially due to a number of risks and uncertainties, including without limitation: (1) legal proceedings against the Company or others; (2) the Company’s inability to meet the continued listing standards of Nasdaq or another securities exchange; (3) disruptions from the proposed acquisition of Exela Technologies BPA, LLC (“BPA”) and related bankruptcy proceedings of BPA and certain of its subsidiaries’; (4) failure to realize benefits from the November 2023 business combination with CF Acquisition Corp. VIII; (5) acquisition-related costs; (6) changes in laws or regulations; (7) adverse effects from economic, business, or competitive factors; (8) market volatility due to geopolitical and economic factors; (9) challenges in achieving profitability, retaining clients, managing growth, or recruiting and retaining personnel; and (10) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed on March 19, 2025, as amended, and subsequent filings with the Securities and Exchange Commission (the “SEC”). In addition, forward-looking statements represent the Company’s expectations, plans or forecasts as of the date of this communication. Subsequent events may alter these assessments, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this release.
About XBP Europe
XBP Europe is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of its more than 2,000 clients. The Company’s name – ‘XBP’ stands for ‘exchange for bills and payments’ and 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. The Company provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and services partner for
its clients. Its cloud-based structure enables it to deploy its solutions across the European market, along with the Middle East and Africa. The physical footprint of XBP Europe spans 15 countries and approximately 30 locations and a team of approximately 1,500 individuals. XBP Europe believes its business ultimately advances digital transformation, improves market wide liquidity by expediting payments, and encourages sustainable business practices. For more information, please visit: www.xbpeurope.com.
For more XBP Europe news, commentary, and industry perspectives, visit: https://www.xbpeurope.com/ ****
And please follow us on social:
X: https://X.com/XBPEurope ****
Facebook: https://www.facebook.com/XBPEurope/
Instagram: https://www.instagram.com/xbp_europe/
LinkedIn: https://www.linkedin.com/company/xbp-europe/ ****
The information posted on XBP Europe's website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Europe should monitor XBP Europe’s website and its social media accounts in addition to XBP Europe’s press releases, SEC filings and public conference calls and webcasts.
Investor and/or Media Contacts:
investors@xbpeurope.com
XBP Europe Holdings, Inc.
Condensed Consolidated Balance Sheets
As of March 31, 2025 and December 31, 2024
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
| | | March 31, | | December 31, | | ||
|---|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | | ||
| ASSETS | | | |||||
| Current assets | | | |||||
| Cash and cash equivalents | | $ | 9,681 | | $ | 12,099 | |
| Accounts receivable, net of allowance for credit losses of $929 and $1,198, respectively | | 26,928 | | 19,810 | | ||
| Inventories, net | | 3,650 | | 3,823 | | ||
| Prepaid expenses and other current assets | | 5,756 | | 4,228 | | ||
| Current assets held for sale | | 1,526 | | 1,378 | | ||
| Total current assets | | **** | 47,541 | | **** | 41,338 | |
| Property, plant and equipment, net of accumulated depreciation of $42,655 and $40,325, respectively | | 12,223 | | 11,272 | | ||
| Operating lease right-of-use assets, net | | 4,861 | | 4,805 | | ||
| Goodwill | | 22,656 | | 21,666 | | ||
| Intangible assets, net | | 1,173 | | 1,121 | | ||
| Deferred income tax assets | | 7,101 | | 7,026 | | ||
| Long term notes receivable | | | 2,280 | | | — | |
| Other noncurrent assets | | | 1,142 | | | 817 | |
| Total assets | | $ | 98,977 | | $ | 88,045 | |
| | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | |||
| LIABILITIES | | | | | |||
| Current liabilities | | | | | |||
| Accounts payable | | $ | 13,507 | | $ | 12,553 | |
| Related party payables | | 4,544 | | 5,443 | | ||
| Accrued liabilities | | 25,015 | | 17,993 | | ||
| Accrued compensation and benefits | | 17,951 | | 16,482 | | ||
| Customer deposits | | 328 | | 277 | | ||
| Deferred revenue | | 7,419 | | 6,870 | | ||
| Current portion of finance lease liabilities | | 4 | | 12 | | ||
| Current portion of operating lease liabilities | | 1,826 | | 1,734 | | ||
| Current portion of long-term debts | | | 5,443 | | | 4,958 | |
| Current liabilities held for sale | | 1,761 | | 2,443 | | ||
| Total current liabilities | | **** | 77,798 | | **** | 68,765 | |
| Related party notes payable | | 1,512 | | 1,451 | | ||
| Long-term debt, net of current maturities | | 24,289 | | 23,966 | | ||
| Pension liabilities | | 10,862 | | 10,339 | | ||
| Operating lease liabilities, net of current portion | | 3,227 | | 3,271 | | ||
| Other long-term liabilities | | | 1,677 | | | 1,599 | |
| Total liabilities | | $ | 119,365 | | $ | 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 March 31, 2025 and December 31, 2024, respectively | | — | | — | | ||
| Common Stock, par value of $0.0001 per share; 200,000,000 shares authorized; 35,711,498 shares issued and outstanding as of March 31, 2025 and 30,166,102 shares issued and outstanding as of December 31, 2024, respectively | | 36 | | 30 | | ||
| Additional paid in capital | | 7,494 | | 1,611 | | ||
| Accumulated deficit | | (28,055) | | (23,705) | | ||
| Accumulated other comprehensive loss: | | | | | |||
| Foreign currency translation adjustment | | (102) | | 474 | | ||
| Unrealized pension actuarial gains, net of tax | | 239 | | 244 | | ||
| Total accumulated other comprehensive loss | | 137 | | 718 | | ||
| Total stockholders’ deficit | | **** | (20,388) | | **** | (21,346) | |
| Total liabilities and stockholders’ deficit | | $ | 98,977 | | $ | 88,045 | |
XBP Europe Holdings, Inc.
Condensed Consolidated Statements of Operations
For the three months ended March 31, 2025 and 2024
(in thousands of United States dollars except share and per share amounts)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Three months ended March 31, | ||||
| | **** | 2025 | 2024 | |||
| Revenue, net | | $ | 37,531 | | $ | 38,047 |
| Related party revenue, net | | 142 | | 66 | ||
| Cost of revenue (exclusive of depreciation and amortization) | | 26,309 | | 28,062 | ||
| Related party cost of revenue | | 9 | | 18 | ||
| Selling, general and administrative expenses (exclusive of depreciation and amortization) | | 10,953 | | 6,968 | ||
| Related party expense | | 1,562 | | 926 | ||
| Depreciation and amortization | | 627 | | 808 | ||
| Operating profit (loss) | | $ | (1,787) | | **** | 1,331 |
| Other expense (income), net | | | | |||
| Interest expense, net | | 1,721 | | 1,417 | ||
| Related party interest expense, net | | 23 | | 19 | ||
| Foreign exchange losses, net | | (71) | | 753 | ||
| Changes in fair value of warrant liability | | 2 | | (37) | ||
| Pension income, net | | (369) | | (423) | ||
| Net loss before income taxes | | $ | (3,093) | | **** | (398) |
| Income tax expense | | 762 | | 460 | ||
| Net loss from continuing operations | | $ | (3,855) | | | (858) |
| Net loss from discontinued operations, net of income taxes | | | (495) | | | (1,350) |
| Net loss | | $ | (4,350) | | $ | (2,208) |
| Loss per share: | | | ||||
| Basic and diluted - continuing operations | | $ | (0.12) | | $ | (0.03) |
| Basic and diluted - discontinued operations | | | (0.02) | | | (0.04) |
| Basic and diluted | | $ | (0.14) | | $ | (0.07) |
XBP Europe Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
For the three months ended March 31, 2025 and 2024
(in thousands of United States dollars)
(Unaudited)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Three months ended March 31, | | ||||
| | 2025 | 2024 | |||||
| Cash flows from operating activities | | | | | | | |
| Net loss | | $ | (4,350) | | $ | (2,208) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | ||||
| Depreciation | | 542 | | 776 | |||
| Amortization of intangible assets | | 117 | | 181 | |||
| Debt issuance cost amortization | | | 105 | | | — | |
| Credit loss expense | | (274) | | 217 | |||
| Changes in fair value of warrant liability | | | 2 | | | (37) | |
| Stock-based compensation expense | | | 3,587 | | | — | |
| Unrealized foreign currency losses (gains) | | (546) | | 759 | |||
| Change in deferred income taxes | | 156 | | 44 | |||
| | | | | | | | |
| Change in operating assets and liabilities | | | | ||||
| Accounts receivable | | (5,816) | | (1,160) | |||
| Inventories | | 285 | | (102) | |||
| Prepaid expense and other assets | | (1,547) | | (1,342) | |||
| Accounts payable | | 377 | | 1,463 | |||
| Related party payables | | (267) | | (1,711) | |||
| Accrued expenses and other liabilities | | 6,151 | | (791) | |||
| Deferred revenue | | 288 | | 492 | |||
| Customer deposits | **** | | 261 | | (191) | **** | |
| Net cash used in operating activities | **** | | (929) | | **** | (3,610) | **** |
| | | | | | | | |
| Cash flows from investing activities | | | | ||||
| Purchase of property, plant and equipment | | (968) | | (385) | |||
| Additions to internally developed software | | | (123) | | | — | |
| Net cash used in investing activities | **** | | (1,091) | | **** | (385) | **** |
| | | | | | | | |
| Cash flows from financing activities | | | | ||||
| Borrowings under secured borrowing facility | | — | | 37 | |||
| Principal payments on 2024 Term Loan A Facility | | | (189) | | | — | |
| Principal payments on 2024 Term Loan B Facility | | | (552) | | | — | |
| Principal payments on long-term obligations | | | — | | | (235) | |
| Proceeds from secured credit facility | | 1,655 | | 976 | |||
| Principal payments on secured credit facility | | | (1,356) | | | | |
| Principal payments on finance leases | | (8) | | (100) | |||
| Net cash provided by (used in) financing activities | | (450) | | **** | 678 | ||
| Effect of exchange rates on cash and cash equivalents | | 90 | | (87) | |||
| Net increase (decrease) in cash and cash equivalents | **** | | (2,380) | | **** | (3,404) | **** |
| | | | | | | | |
| 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 | | $ | 9,726 | | $ | 3,501 | |
| | | | | | | | |
| Supplemental cash flow data: | | | | ||||
| Income tax payments, net of refunds received | | 271 | | (16) | | ||
| Interest paid | | 928 | | 534 | |
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 March 31, | ||||||||
| ( in thousands) | 2025 | **** | 2024 | |||||||
| Revenues, as reported (GAAP) | | 37,673 | | 38,113 | ||||||
| Foreign currency exchange impact (1) | | 766 | | - | ||||||
| Revenues, at constant currency (Non-GAAP) | | 38,438 | | 38,113 | ||||||
| | | | | | ||||||
| Reconciliation of Adjusted EBITDA from Continuing Operations | ||||||||||
| | | | | | | |
All values are in US Dollars.
| | | Three Months Ended March 31, | **** | ||||
|---|---|---|---|---|---|---|---|
| (dollars in thousands) | | 2025 | **** | 2024 | **** | ||
| Net loss from continuing operations | | $ | (3,855) | | $ | (858) | |
| Income tax expense | | | 762 | | 460 | | |
| Interest expense including related party interest expense, net | | | 1,744 | | 1,436 | | |
| Depreciation and amortization | | | 627 | | 807 | | |
| EBITDA from continuing operations | | | (722) | | 1,846 | | |
| Restructuring and related expenses^(2)^ | | | 667 | | 332 | | |
| Foreign exchange losses, net | | | (71) | | 752 | | |
| Stock-based compensation expense^(3)^ | | | 3,818 | | | — | |
| Changes in fair value of warrant liability | | | 2 | | | (37) | |
| Transaction Fees^(4)^ | | | — | | 49 | | |
| Adjusted EBITDA from continuing operations | | $ | 3,694 | | $ | 2,942 | |
| (1) | Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended March 31, 2024, to the revenues during the corresponding period in 2025. |
|---|---|
| (2) | Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs. |
| --- | --- |
| (3) | Related to accelerated vesting of RSU and stock awards. |
| --- | --- |
| (4) | Represents transaction costs incurred as part of the Business Combination. |
| --- | --- |
| Reconciliation of Adjusted EBITDA from Discontinued Operations | ||||||
|---|---|---|---|---|---|---|
| | | | | | | |
| | | Three Months Ended March 31, | ||||
| (dollars in thousands) | | 2025 | **** | 2024 | ||
| Net loss from discontinued operations, net of income taxes | | $ | (495) | | $ | (1,350) |
| Income tax expense | | | — | | | — |
| Interest expense, net | | | 14 | | 10 | |
| Depreciation and amortization | | | 32 | | 150 | |
| EBITDA from discontinued operations | | | (449) | | (1,190) | |
| Foreign exchange losses (gains), net | | | (359) | | 80 | |
| Adjusted EBITDA from discontinued operations | | $ | (808) | | $ | (1,110) |
Source: XBP Europe Holdings, Inc.
Exhibit 99.2
| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>First Quarter 2025 Results<br>May 15, 2025 |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL 2<br>Safe Harbor Statements<br>Forward-Looking Statements: Certain statements included in this presentation are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform<br>Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”,<br>“expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements include statements regarding future events, estimated or anticipated future results and benefits, future opportunities for XBP<br>Europe Holdings, Inc. (together with its subsidiaries, the “Company”) and its industry, and other statements that are not historical facts. These statements reflect the current expectations of Company management and are not<br>guarantees of actual performance. Actual results may differ materially due to a number of risks and uncertainties, including without limitation: (1) legal proceedings against the Company or others; (2) the Company’s inability to meet<br>the continued listing standards of Nasdaq or another securities exchange; (3) disruptions from the proposed acquisition of Exela Technologies BPA, LLC (“BPA”) and related bankruptcy proceedings of BPA and certain of its<br>subsidiaries’; (4) failure to realize benefits from the November 2023 business combination with CF Acquisition Corp. VIII; (5) acquisition-related costs; (6) changes in laws or regulations; (7) adverse effects from economic, business,<br>or competitive factors; (8) market volatility due to geopolitical and economic factors; (9) challenges in achieving profitability, retaining clients, managing growth, or recruiting and retaining personnel; and (10) other risks and<br>uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Annual Report on Form 10-K filed on March 19, 2025, as amended, and subsequent filings with<br>the Securities and Exchange Commission (the “SEC”). In addition, forward-looking statements represent the Company’s expectations, plans or forecasts as of the date of this communication. Subsequent events may alter these<br>assessments, and they should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of 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 accounting<br>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<br>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 varying<br>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<br>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<br>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 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 that they<br>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<br>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<br>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<br>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<br>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 the<br>consolidated financial statements and the related notes thereto included in our public filings. |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL 3<br>XBP Europe at a glance<br>Where<br>Secure hybrid cloud infrastructure enables XBP Europe to deploy its<br>solutions to clients across EMEA. Our physical footprint spans 15<br>countries over 30 locations supported by our ~1,500 employees.<br>Who<br>XBP Europe (Nasdaq: XBP), is a pan-European integrator of bills,<br>payments and related solutions and services. We serve many of the largest<br>private and public sector clients in Europe, and our extensive network<br>spans the majority of key European markets.<br>Why<br>We see significant long-term market share growth opportunities<br>throughout Europe given 1) outsized government spending, 2) initiatives to<br>accelerate digital transformation and increase adoption of cloud-based<br>and AI services for public and private sector players, 3) acceleration of<br>Open Banking initiatives which will create opportunities for non-bank<br>players, and 4) government frameworks, like G-Cloud 14, which will allow<br>high quality operators like XBP to increase share.<br>What<br>We have traditionally focused on bills and payments process<br>management and we process several hundred million payment<br>transactions each year. As our clients’ needs have evolved so have our<br>solutions and we are expanding our focus to include AI enablement and<br>data modernization through our solutions and services suites. We believe<br>our business ultimately advances digital transformation, improves<br>market-wide liquidity by expediting payments, and encourages<br>sustainable business practices. |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL 4<br>XBP Europe solution suite - Summary<br>Finance & Accounting<br>● Exchange for Bills & Payments<br>(XBP)<br>● Procure to Pay (P2P)<br>● Order to Cash (O2C)<br>● Record to Report (R2R)<br>● Financial Planning and Analysis<br>● Finance & Accounting<br>Outsourcing<br>● ERP Data Consolidation<br>Banking & Finance<br>● Confirmation of Payee (CoP)<br>● Request to Pay (RtP)<br>● Mortgage/Loan Management<br>● Payment Processing/<br>Enablement<br>● Cross Border Payments<br>● Check Clearing<br>● Know Your customer (KYC)<br>Enterprise Information<br>Management (EIM)<br>● Document Digitisation<br>● Data input/ Keying Services<br>● Digital Mailroom (DMR)<br>● Document Records<br>Management<br>● Intelligent Data Processing<br>● Data Visualisation<br>● Big Data Analytics<br>Business Process<br>Management<br>● Workflow Automation<br>● Robotic Process Automation<br>(RPA)<br>● Incident Management<br>● Workforce Management<br>● Document Digitisation<br>● Application Support<br>Cloud & AI Technology<br>● Data Modernisation<br>● Multi Cloud Management<br>● Cybersecurity<br>Integrated Communications<br>● Omnidirect<br>● Print and Mail<br>● AI-powered Contact Centre<br>Services<br>Digital Workplace (Work From<br>Anywhere)<br>● Intelligent Lockers<br>● Digital Mailroom (DMR)<br>● Digital Signature<br>● Expense Management<br>● Incident Management<br>● Ethics Reporting<br>● Workforce Management<br>● Learning & Development<br>Center of Excellence<br>● Exchange for Bills and<br>Payments (XBP)<br>● ERP Data Consolidation<br>● FAO services |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>5<br>Large Enterprises and Small<br>Businesses Finance Departments<br>F&A, IPA, WFA, SaaS<br>We empower accounting and<br>finance through a suite of<br>solutions that offer automation,<br>communication, and business<br>insights to seamlessly manage<br>transactions and help to improve<br>liquidity.<br>#Financial Services<br>50+ Enterprise level clients across<br>all regions<br>Financial Institutions, Banks &<br>Insurance Companies<br>Digital Banking, Financial BPO<br>Services<br>We help financial institutions to<br>provide a better experience to<br>billers, payers, and clients,<br>thereby optimizing payment<br>transactions and improving<br>satisfaction, loyalty, and retention.<br>#Banking • 30 top global and European<br>banks<br>• Provider of state<br>-of<br>-the<br>-art<br>technology platform that<br>processes 100% of UK cheque<br>clearing<br>• XBP Europe’s technology<br>supports ~63 million online<br>banking customers<br>Governments & Public Sector<br>Organizations<br>BPO<br>We help governments and<br>public sector organizations on<br>their digital transformation<br>journey, including workflow<br>solutions, documents<br>processing, and content<br>management.<br>#Public Sector<br>Serving 55+ central & local<br>governmental entities across 7<br>countries<br>Serving over 2,000<br>clients across the<br>public and private<br>sectors<br>Industry Specific and<br>Industry Agnostic<br>Enterprise Software<br>and Services<br>Who We Serve<br>Low client<br>concentration (FY2024): • Top 10 clients<br>accounted for<br>~28% of revenue<br>• Top 100 clients<br>accounted for<br>~79% of revenue |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>1Q 2025 Financial Highlights<br>6 |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL 7<br>1Q 2025 at a Glance<br>YoY +590 bps<br>Sequentially -120 bps<br>YoY +380 bps<br>Sequentially +190 bps<br>Revenue<br>$37.7M<br>YoY -1.2%<br>Sequentially +5.7%<br>Gross Margin<br>30.1%<br>Adj EBITDA2<br>$3.7M<br>YoY +$0.8M<br>Sequentially -$0.7M<br>1: Adjusted to exclude non-cash stock-based compensation expense of $3.8 million in 1Q25, $0.7 million in 4Q24, and $0 in 1Q24<br>2: Adj EBITDA from Continuing Operations - Reference Adj EBITDA reconciliations on slide 13<br>YoY ~110 bps<br>Sequentially +670 bps<br>Technology<br>Gross Margin<br>54.5%<br>Note: Unless otherwise noted, any references within this presentation relate to continuing operations<br>Bills & Payments<br>Gross Margin<br>19.6%<br>YoY +$0.7M<br>Sequentially +$0.3M<br>Operating Profit1<br>$2.0M<br>Bills & Payments: 69.8%<br>Technology: 30.2%<br>Revenue<br>Mix<br>YoY +2.4%<br>Sequentially +18.6%<br>SG&A1<br>$7.1M |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>1Q 2025 Financial Highlights<br>8<br>$ in thousands<br>• Three consecutive quarters of<br>sequential revenue growth as ~$25<br>million of active project ramp-ups<br>accelerate, including recent<br>operational go-live of His Majesty’s<br>Passport Office (HMPO)<br>• Gross margin improvement driven by<br>operational leverage, increased<br>automation, and cost optimization<br>flow-through<br>1: Adjusted to exclude non-cash stock-based compensation expense of $3.8 million in 1Q25, $0.7 million in 4Q24, and $0 in 1Q24<br>2. Reference Adj EBITDA reconciliation on slide 13<br>Note: Unless otherwise noted, any references within this presentation relate to continuing operations; Non-GAAP measures are unaudited |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>Segment Profitability – 1Q 2025<br>9<br>$ in thousands<br>• Bills & Payments Gross Margin<br>improvement driven by higher levels<br>of automation and ongoing<br>optimizations coupled with continued<br>ramp 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<br>Note: Unless otherwise noted, any references within this presentation relate to continuing operations |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>Appendix<br>10 |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>Geographic Footprint and Key Operational Metrics<br>11<br>XBP Europe solutions reach majority of populations in key markets. The Company processed several hundred million payment transactions in<br>2024.<br>United Kingdom<br>(population 67 million) ~100% of<br>all check payments archived or<br>processed<br>Sweden<br>(population 10 million) ~7 million<br>individuals and 500,000+<br>companies use bank giro<br>Ireland processed by XBP<br>(population 5 million) process~95% of<br>all payments by check<br>Norway<br>(population 5 million)<br>process 100% of bank giro<br>Germany<br>(population 83 million)<br>technology is used to<br>support 50+ million online<br>banking customers<br>Pan-European Presence<br>15 Countries1<br>30 Locations<br>We are one of the largest non-bank<br>processors of payments in Europe<br>1. Physical locations with XBP Europe employee presence |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>Client and industry diversification<br>12<br>$143M FY2024 Revenue*<br>* From Continuing Operations |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>Adjusted EBITDA Reconciliation From Continuing Operations<br>13<br>$ in thousands<br>(1) Adjustment represents costs associated with restructuring, including employee severance and vendor 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<br>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.<br>(4) Represents the non-cash charges related to restricted stock units and options.<br>(5) Represents transaction costs incurred as part of the Business Combination.<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<br>alternatives to operating or net income or cash 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<br>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<br>financial measures may be calculated differently by other companies, including other companies in our industry, limiting their usefulness as comparative measures. Because of these limitations, you should consider the non-GAAP financial<br>measures alongside other performance measures and liquidity measures, including operating income, various cash flow metrics, net income and our other GAAP results. |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>Non-GAAP Reconciliation<br>14 |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL 15<br>Footnotes to Non-GAAP Reconciliation<br>• Constant currency excludes the impact of foreign currency fluctuations and is computed by applying the average exchange rates for the quarter ended March 31,<br>2024, to the revenues during the corresponding period in 2025.<br>• Adjustment represents costs associated with restructuring, including employee severance and vendor and lease termination costs.<br>• Related to accelerated vesting of RSU and stock awards.<br>• Represents transaction costs incurred as part of the Business Combination.<br>Defined Terms in Presentation and Notes<br>• ACV: Annual contract value in dollars<br>• Gross Margin: Total revenue less cost of revenue as a percentage of total revenue<br>• Capital Expenditures: Funds used to buy, maintain, or improve physical or fixed assets used in the Company’s operations<br>• SG&A: Selling, General, and Administrative Expense<br>• F&A: Finance & Accounting<br>• IPA: Intelligent Process Automation<br>• WFA: Work from Anywhere<br>• SaaS: Software as a Service<br>• BPO: Business Process Outsourcing |
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| ©XBP EUROPE 2025 PROPRIETARY & CONFIDENTIAL<br>xbpeurope.com<br>Thank You |
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