Core Viewpoint - XBP Europe Holdings, Inc. has been awarded a place on the UK government's G-Cloud 14 framework, enabling it to provide cloud services to public sector organizations, thereby facilitating their digital transformation [1][2]. Group 1: G-Cloud 14 Framework - G-Cloud 14 is a procurement framework managed by the Crown Commercial Service, designed to simplify the acquisition of cloud services for public sector organizations, with an estimated cumulative total exceeding £5 billion for all suppliers [2]. - XBP Europe will offer cloud services through its Reaktr.ai business unit, which provides AI-driven solutions for multi-cloud management, cloud hosting, and contact center automation [2]. Group 2: Company Overview - XBP Europe is a pan-European integrator of bills, payments, and related solutions, serving over 2,000 clients across various industries, including banking, healthcare, and public sector [4]. - The company operates in 15 countries with a workforce of approximately 1,500 individuals, focusing on optimizing clients' billing and payment processes through its cloud-based solutions [4].

Core Viewpoint - XBP Europe Holdings, Inc. has received approval from Pay.UK to become a Confirmation of Payee (CoP) Aggregator, enhancing its position as a leading provider of CoP services in the UK [1][2]. Group 1: Company Overview - XBP Europe serves over 2,000 clients across various sectors, including banking, healthcare, and utilities, aiming to optimize bills and payments through digital transformation [6]. - The company operates in 15 countries with a workforce of approximately 1,500 individuals, leveraging a cloud-based structure for service deployment [6]. Group 2: CoP Services - As a CoP aggregator, XBP Europe simplifies the implementation process for payment service providers (PSPs), enabling faster participation in the CoP ecosystem [2][3]. - The company's CoP solution allows organizations to implement services in days rather than months, which is crucial for financial institutions to meet compliance deadlines [3]. - XBP Europe's account name verification service is utilized by hundreds of banks across Europe, ensuring high accuracy in payee account verification [4][5]. Group 3: Industry Impact - The approval from Pay.UK is significant as firms must implement CoP as a live service by 31 October 2024 to comply with Payment Systems Regulation [3]. - XBP Europe is the only CoP provider actively engaged in the Request to Pay system, indicating its innovative approach within the industry [4].

Financial Performance - Revenue for Q2 2024 was $36.1 million, a decrease of 14.8% year-over-year from $42.4 million in Q2 2023[2] - Gross margin declined to 18.4%, a decrease of 630 basis points sequentially and 920 basis points year-over-year[1] - Net loss for the quarter was $4.7 million, compared to a net loss of $0.6 million in Q2 2023[3] - Adjusted EBITDA was $0.3 million, a decrease of 92.8% compared to $4.0 million in Q2 2023, with an adjusted EBITDA margin of 0.8%[3] - Bills & Payments segment revenue was $27.3 million, down 9.6% year-over-year, while Technology segment revenue was $8.8 million, a decrease of 27.6% year-over-year[2][3] - For the three months ended June 30, 2024, net revenue was $36,031, a decrease of 15% compared to $42,294 for the same period in 2023[12] - The company reported a net loss of $4,723 for the three months ended June 30, 2024, compared to a net loss of $558 for the same period in 2023[12] - Revenues at constant currency for the three months ended June 30, 2024, were $36,371, compared to $42,367 for the same period in 2023, reflecting a decrease of 14%[14] - Adjusted EBITDA (Non-GAAP) for the three months ended June 30, 2024, was $287,000, a decrease of 92.85% from $4,009,000 in the same period of 2023[15] - Net loss (GAAP) for the three months ended June 30, 2024, was $(4,723,000), compared to a net loss of $(558,000) in the prior year, indicating a significant increase in losses[15] Cash and Liquidity - Cash and cash equivalents totaled $15.6 million as of June 30, 2024, with additional borrowing capacity of up to $15 million from a Revolving Credit Facility[4] - The company completed a financing transaction with HSBC to provide up to $33 million of incremental liquidity[5] - Cash and cash equivalents rose significantly to $15,562 as of June 30, 2024, compared to $6,905 as of December 31, 2023, marking an increase of 125%[11] Assets and Liabilities - Total current assets increased to $57,668 as of June 30, 2024, up from $49,867 as of December 31, 2023, representing a growth of 15%[11] - Total liabilities increased to $126,411 as of June 30, 2024, compared to $115,307 as of December 31, 2023, reflecting an increase of 10%[11] - The company’s total assets increased to $108,031 as of June 30, 2024, from $102,739 as of December 31, 2023, indicating a growth of 5%[11] Operating Performance - Operating loss for the three months ended June 30, 2024, was $(2,413), compared to an operating profit of $1,427 for the same period in 2023[12] - Net cash used in operating activities for the six months ended June 30, 2024, was $(5,540), compared to $(1,469) for the same period in 2023[13] Expenses - Income tax expenses increased to $542,000 in Q2 2024 from $385,000 in Q2 2023, reflecting a rise of 40.65%[15] - Interest expenses, including related party interest, rose to $1,488,000 in Q2 2024, up from $1,136,000 in Q2 2023, marking a 31.06% increase[15] - Employment litigation expenses surged to $917,000 in Q2 2024, compared to $345,000 in Q2 2023, representing a 166.67% increase[15] - Foreign exchange losses were $704,000 in Q2 2024, slightly up from $660,000 in Q2 2023, indicating a 6.67% increase[15] - Restructuring and related expenses decreased to $249,000 in Q2 2024 from $472,000 in Q2 2023, a reduction of 47.25%[15] - Non-cash equity compensation was recorded at $160,000 in Q2 2024, with no corresponding expense in Q2 2023[15] - Transaction fees decreased significantly to $30,000 in Q2 2024 from $202,000 in Q2 2023, a decline of 85.15%[15] Outlook - The company is optimistic about the rest of 2024 due to a strong sales funnel and large public sector contracts expected to launch soon[2] - Active revenue ramp of approximately $25 million in Annual Contract Value (ACV) from new business[1] Financial Reporting - The company emphasizes that non-GAAP financial measures should be considered alongside GAAP results for a comprehensive view of performance[17]

Table of Contents Title of Each Class Trading Symbol Name of Each Exchange On Which Registered Common Stock, Par Value $0.0001 per share XBP The Nasdaq Global 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period end ...

Financial Performance - Revenue for the second quarter was $36.1 million, representing a decline of 14.8% year-over-year, primarily due to a large one-time license sale in the previous year and project completions [3][4] - Gross margin decreased to 18.4%, down 630 basis points sequentially and 920 basis points year-over-year [1] - The company reported a net loss of $4.7 million, which includes $0.7 million in foreign exchange losses, compared to a net loss of $0.6 million in the same quarter last year [6][3] Segment Performance - The Bills & Payments segment generated revenue of $27.3 million, down 9.6% year-over-year, attributed to project completions and lower volumes [4] - The Technology segment revenue was $8.8 million, a decrease of 27.6% year-over-year, primarily due to higher license sales in the previous year [4] Operating Metrics - Operating loss was $2.4 million, compared to an operating income of $1.4 million in the same quarter last year, driven by lower revenues and an unfavorable mix [5] - Adjusted EBITDA was $0.3 million, a significant decrease of 92.8% from $4.0 million in the prior year, with an adjusted EBITDA margin of 0.8%, down 870 basis points [6] Liquidity and Financing - The company completed a financing transaction with HSBC, providing up to $33 million of incremental liquidity [1][9] - Cash and cash equivalents totaled $15.6 million as of June 30, 2024, with a newly established multi-currency Revolving Credit Facility offering up to $15 million in borrowing capacity [8] Future Outlook - The CEO expressed optimism regarding the sales funnel and the ramp-up of large public sector contracts, indicating a positive outlook for the remainder of 2024 [2]

Financial Performance - Total revenue for Q1 2024 was $40.4 million, a decline of 5.7% year-over-year from $42.8 million in Q1 2023[4] - The company reported a net loss of $2.2 million, an improvement from a net loss of $2.5 million in Q1 2023[5] - For Q1 2024, XBP Europe Holdings, Inc. reported a net revenue of $40,284,000, a decrease of 5.8% from $42,778,000 in Q1 2023[18] - The company experienced a net loss of $2,208,000 in Q1 2024, compared to a net loss of $2,506,000 in Q1 2023, reflecting an improvement of 11.9%[18] - Adjusted EBITDA was $1.8 million, a decrease of 23.4% compared to $2.4 million in Q1 2023, with an adjusted EBITDA margin of 4.5%[5] - Adjusted EBITDA for Q1 2024 was $1,831,000, down from $2,391,000 in Q1 2023, indicating a decline of 23.4%[21] Revenue Composition - Technology segment revenue grew to $11.5 million, a 24.3% increase year-over-year, representing 28.4% of total revenues, up from 21.6% in Q1 2023[5] - The technology segment's gross profit increased significantly, contributing to the overall improvement in operating income, which was $0.1 million compared to an operating loss of $1.0 million in Q1 2023[5] Expenses and Costs - The cost of revenue for Q1 2024 was $30,396,000, down from $33,290,000 in Q1 2023, a decrease of 8.7%[18] - Selling, general and administrative expenses were $7,946,000 in Q1 2024, a decrease from $8,414,000 in Q1 2023, reflecting a reduction of 5.6%[18] Cash and Assets - Cash and cash equivalents totaled $3.5 million as of March 31, 2024, with a secured borrowing facility allowing for the sale of new receivables up to €15.0 million[11] - Cash and cash equivalents decreased to $3,501,000 as of March 31, 2024, from $6,905,000 at the end of 2023, representing a decline of 49.3%[19] - Total assets decreased to $99,135,000 as of March 31, 2024, down from $102,739,000 at the end of 2023, a reduction of 3.9%[17] - Total liabilities decreased to $113,343,000 as of March 31, 2024, from $115,307,000 at the end of 2023, a decrease of 1.7%[17] Contracts and Future Outlook - XBP Europe was awarded a multi-year contract with His Majesty's Passport Office in the UK, with a Total Contract Value of approximately $40 million[6] - Capital expenditures were 0.1% of revenue, down from 1.5% in Q1 2023, with expected spending of $1.5 to $2.5 million over the next 12 months[11] - The company is focused on executing growth objectives and improving operating leverage through a shift towards technology solutions[3] Currency Impact - The company reported a foreign currency exchange impact of $673,000 on revenues, leading to constant currency revenues of $39,677,000 for Q1 2024[20] Accounts Receivable - Accounts receivable increased slightly to $30,945,000 as of March 31, 2024, compared to $30,795,000 at the end of 2023[17] Gross Margin - Gross margin increased to 24.6%, reflecting a 270 basis points increase sequentially and a 250 basis points increase year-over-year[4]

Company Overview - The Company serves over 2,000 clients across multiple industries and geographies, focusing on digital transformation and improving market-wide liquidity [138]. - As of March 31, 2024, the Company had approximately 1,500 employees across 16 countries, with 175 part-time employees [143]. Financial Performance - For the three months ended March 31, 2024, the Company reported a net loss of $2,208,000, compared to a net loss of $2,506,000 for the same period in 2023 [154]. - Adjusted EBITDA for the three months ended March 31, 2024, was $1,831,000, down from $2,391,000 in the same period of 2023 [154]. - For the three months ended March 31, 2024, net revenue decreased by $2.4 million, or 5.7%, to $40.4 million compared to $42.8 million for the same period in 2023 [168]. - The Bills & Payments segment generated $28.9 million in revenue, a decline of $4.7 million, or 14.0%, primarily due to project completions and lower volumes [169]. - The Technology segment saw an increase in revenue by $2.3 million, or 24.3%, reaching $11.5 million, driven by higher software license sales and technology services [170]. - Total cost of revenue decreased by $2.9 million, or 8.8%, to $30.4 million, with a 10.6% decline on a constant currency basis [171]. - Selling, general and administrative expenses decreased by $0.5 million, or 5.6%, to $7.9 million, remaining at 19.7% of revenue [175]. - Net cash used in operating activities improved to $3.6 million for the three months ended March 31, 2024, compared to $4.7 million in the same period of 2023 [190]. - Foreign exchange losses were $0.8 million for the three months ended March 31, 2024, compared to $0.3 million for the same period in 2023 [181]. - The company had a net loss of $2.2 million for the three months ended March 31, 2024, compared to a net loss of $2.5 million for the same period in 2023 [166]. Revenue Sources - The primary source of revenue comes from transactions processed, with additional revenue from recurring software licenses and professional services [142]. - The Company’s revenue is analyzed by comparing actual monthly revenue to internal projections and prior periods to assess performance [149]. - The Bills & Payments segment focuses on optimizing bill and payment processing, while the Technology segment emphasizes software licenses and related services [145][146]. Debt and Financing - As of March 31, 2024, total debt increased by $0.6 million, primarily due to an increase in the outstanding amount under the Revolving Working Capital Loan Facility [186]. - The Company factored accounts receivable invoices totaling approximately $8.8 million during the three months ended March 31, 2024, under the Amended Factoring Agreement [199]. - The Company incurred a loss on the sale of accounts receivables totaling approximately $0.2 million for the same period, which is included in selling, general and administrative expenses [199][201]. - As of March 31, 2024, the outstanding balance of the Term Loan A Facility, Term Loan B Facility, and Revolving Credit Facility was approximately $1.7 million, $0.3 million, and $6.3 million, respectively [202]. - The Company had $11.3 million in outstanding principal balance and less than $0.1 million available for additional borrowings under the Revolving Credit Facilities as of March 31, 2024 [210]. - The 2022 Committed Facility Agreement had an outstanding balance of $1.5 million as of March 31, 2024 [211]. - The Company is in compliance with all affirmative and negative covenants under the 2019 Credit Agreement and the 2022 Committed Facility Agreement as of March 31, 2024 [213]. Strategic Initiatives - The Company approved a restructuring plan in Q4 2023 to realign its business and strategic priorities, which includes rightsizing its workforce [215]. - The Company may explore strategic transactions, including joint ventures and acquisitions, which may require additional financing [218]. - The Company is classified as an "emerging growth company" and has elected to take advantage of the extended transition period for new financial accounting standards [221]. Business Developments - The Business Combination was completed on November 30, 2023, with shares trading on the Nasdaq under the ticker "XBP" [144]. - The Company has rolled out a suite of Work From Anywhere applications to support remote work in response to the COVID-19 pandemic [142]. - The Company utilizes non-GAAP financial measures such as EBITDA and Adjusted EBITDA to evaluate core operating performance and trends [151].

Commission File Number: 001-40206 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to XBP Europe Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 85-2002883 (State ...

Revenue Performance - 2023 revenue was $166.6 million, a decline of 7.7% year-over-year from $180.5 million in 2022[4] - Bills & Payments segment revenue decreased by 11.0% year-over-year to $121.9 million, primarily due to project completions and lower volumes[5] - Technology segment revenue increased by 2.5% year-over-year to $44.7 million, driven by higher software license sales and increased implementation services[5] - Revenue for the year ended December 31, 2023, was $166,336 thousand, a decrease of 7.1% from $180,349 thousand in 2022[16] - Cost of revenue for 2023 was $127,456 thousand, a decrease of 6.4% from $136,276 thousand in 2022[16] Net Loss and Adjusted EBITDA - Net loss for 2023 was $11.0 million, compared to a net loss of $7.9 million in 2022, largely due to a restructuring charge of $6.7 million[5] - Adjusted EBITDA for 2023 was $11.6 million, a decrease of 20.0% from $14.5 million in 2022, with an adjusted EBITDA margin of 7.0%[5] - Net loss for 2023 was $11,047 thousand, compared to a net loss of $7,929 thousand in 2022, representing a 39.4% increase in losses[16] - Adjusted EBITDA for 2023 was $11,597 thousand, down 19.7% from $14,487 thousand in 2022[20] - Operating loss for 2023 was $4,179 thousand, compared to an operating loss of $1,950 thousand in 2022[16] Capital Expenditures and Debt - Capital expenditures for 2023 were 1.6% of revenue, down from 3.5% in 2022, due to prior investments in the Irish headquarters[10] - The current portion of long-term debt decreased to $3.9 million at year-end 2023 from $5.0 million at year-end 2022[10] Growth Initiatives - The company is focusing on growth by investing in sales and expanding into new solutions, including Reaktr.ai and XBP Omnidirect[2] - The company won a ~$48 million Total Contract Value (TCV) contract in 2023, marking the largest contract win in the past five years[4] Stockholders' Equity and Cash Position - Total stockholders' deficit as of December 31, 2023, was $12,568 thousand, a decrease from $26,932 thousand in 2022[15] - Cash and equivalents at the end of 2023 were $6,905 thousand, down from $7,473 thousand at the end of 2022[18] Other Financial Metrics - Related party revenue increased to $234 thousand in 2023 from $143 thousand in 2022, marking a 63.6% increase[16] - Interest expense for 2023 was $5,224 thousand, an increase of 70.7% from $3,062 thousand in 2022[16] - The company reported a foreign currency translation adjustment loss of $1,416 thousand in 2023, compared to a loss of $17,789 thousand in 2022[15] Operational Overview - XBP Europe operates across 15 countries with a team of approximately 1,500 individuals, serving over 2,000 clients[7]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to CF ACQUISITION CORP. VIII (Exact name of registrant as specified in its charter) | Delaware | 001-40206 | 85-2002883 | | --- | --- | --- | | (State or ...