XBP Europe Holdings Inc

Previous wording

The Company is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of our clients. The Company serves over 2,000 clients of varying sizes and across multiple industries and geographies. We believe our business ultimately advances digital transformation, improves market-wide liquidity, and encourages sustainable business practices.

Current wording

The Company is a pan-European integrator of bills, payments and related solutions and services seeking to enable digital transformation of our clients. The Company serves over 2,000 clients of varying sizes and across multiple

Previous wording

The Company’s digital foundation was developed to deliver fully outsourced solutions to address current and evolving client needs. The Company hosts its products both on client premises and as a SaaS offering in the cloud. These offerings, along with several hybrid solutions are available to clients based on the client’s needs and preferences. When

Current wording

The Company’s digital foundation was developed to deliver fully outsourced solutions to address current and evolving client needs. The Company hosts its products both on client premises and as a SaaS offering in the cloud. These offerings, along with several hybrid solutions are available to clients based on the client’s needs and preferences. When distributing its licenses, the Company offers a flexible model, whereby clients may choose among licenses covering a maximum number of transactions, multi-year term licenses with flexible renewal options, perpetual licenses, or per user subscriptions.

Previous wording

The continued success of the Company’s business is driven by its people. Its operation centers are located in areas where the value proposition the Company offers is attractive relative to other local opportunities, resulting in an engaged, educated multi-lingual workforce that is able to make a meaningful global contribution from their local marketplace. As of June 30, 2024, the Company had approximately 1,500 employees (of which 159 were part-time employees) across 16 countries (14 across Europe and in Morocco as well as the U.S., where our chief executive officer and chief financial officer are located).

Current wording

The continued success of the Company’s business is driven by its people. Its operation centers are located in areas where the value proposition the Company offers is attractive relative to other local opportunities, resulting in an engaged, educated multi-lingual workforce that is able to make a meaningful global contribution from their local marketplace. As of September 30, 2024, the Company had approximately 1,500 employees (of which 147 were part-time employees) across 16 countries (14 across Europe and in Morocco as well as the U.S., where our chief executive officer and chief financial officer are located).

Previous wording

XBP Europe, Inc. was incorporated in Delaware on September 28, 2022 to facilitate the Business Combination. On November 30, 2023, following the closing of the Business Combination, it became a wholly owned subsidiary of the Comapny, and the Company’s shares started trading on the Nasdaq Stock Market under the ticker “XBP” and its warrants started trading on the Nasdaq Stock Market under the ticker symbol “XBPEW”. Together with its subsidiaries, the Company constitutes a collection of entities, which have comprised the core European business of ETI since the 1995 merger between Texas-based BancTec, Inc. and Recognition International, Inc. The Company’s subsidiaries and predecessor entities have been serving clients in the European marketplace for over 45 years. In 2018, through the acquisitions of Asterion International and Drescher Full-Service Versand, ETI further expanded its geographic and client reach across Europe.

Current wording

XBP Europe, Inc. was incorporated in Delaware on September 28, 2022 to facilitate the Business Combination. On November 30, 2023, following the closing of the Business Combination, it became a wholly owned subsidiary of the Company, and the Company’s shares started trading on the Nasdaq Stock Market under the ticker “XBP” and its warrants started trading on the Nasdaq Stock Market under the ticker symbol “XBPEW”. Together with its subsidiaries, the Company constitutes a collection of entities, which have comprised the core European business of ETI since the 1995 merger between Texas-based BancTec, Inc. and Recognition International, Inc. The Company’s subsidiaries and predecessor entities have been serving clients in the European marketplace for over 45 years. In 2018, through the acquisitions of Asterion International and Drescher Full-Service Versand, ETI further expanded its geographic and client reach across Europe.

Previous wording

EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations as our board of directors and management use EBITDA and Adjusted EBITDA to assess our financial performance, because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team. Net income/loss is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. 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. Because EBITDA and Adjusted EBITDA may be defined differently by

Current wording

EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations as our board of directors and management use EBITDA and Adjusted EBITDA to assess our financial performance, because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team. Net income/loss is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as analytical tools because they exclude some but not all items that affect the most directly comparable GAAP financial measures. 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. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Previous wording

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss, the most directly comparable GAAP measure, for the three and six months ended June 30, 2024 and 2023:

Current wording

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from continuing operations, the most directly comparable GAAP measure, for the three and nine months ended September 30, 2024 and 2023:

Previous wording

For the six months ended June 30, 2024, our net revenue on a consolidated basis decreased by $8.7 million, or 10.2%, to $76.5 million (including related party revenue of $0.1 million) from $85.2 million (including related party revenue of $0.1 million) for the six months ended June 30, 2023. On a constant currency basis, net revenue declined by $9.1 million or 10.7%, offset by the positive impact of foreign currency accounting for $0.4 million or 0.5%.

Current wording

For the three months ended September 30, 2024, our net revenue on a consolidated basis decreased by $2.1 million, or 5.6%, to $35.4 million (including related party revenue of $0.1 million) from $37.5 million (including related party revenue of $0.1 million) for the three months ended September 30, 2023. On a constant currency basis, net revenue declined by $2.8 million or 7.4%, offset by the positive impact of foreign currency accounting for $0.7 million or 1.8%.

Previous wording

Bills & Payments and Technology segments constituted 75.6%, and 24.4%, respectively, of our total net revenue for the three months ended June 30, 2024, compared to 71.3%, and 28.7%, respectively, for the three months ended June 30, 2023. The revenue changes by reporting segment were as follows:

Current wording

Bills & Payments and Technology segments constituted 69.4%, and 30.6%, respectively, of our total net revenue for the three months ended September 30, 2024, compared to 67.6%, and 32.4%, respectively, for the three months ended September 30, 2023. The revenue changes by reporting segment were as follows:

Previous wording

Bills & Payments — Net revenue attributable to bills and payments segment was $56.2 million for the six months ended June 30, 2024, compared to $63.8 million for the six months ended June 30, 2023. The revenue decline of $7.6 million, or 11.9%, is primarily attributable to completion of projects, lower volumes and client contract ends, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue declined by $7.9 million or 12.4%, offset by the positive impact of foreign currency accounting for $0.3 million or 0.5%.

Current wording

Bills & Payments — Net revenue attributable to bills and payments segment was $24.6 million for the three months ended September 30, 2024, compared to $25.4 million for the three months ended September 30, 2023. The revenue decline of $0.8 million or 3.1%, is primarily attributable to lower postage revenue, lower volumes and client contract ends, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue declined by $1.2 million or 4.8%, offset by the positive impact of foreign currency accounting for $0.4 million or 1.7%.

Previous wording

Technology — For the three months ended June 30, 2024, net revenue attributable to the Technology segment decreased by $3.4 million or 27.6%, to $8.8 million from $12.2 million for the three months ended June 30, 2023. The revenue decline in the Technology segment was largely due to lower license sales offset by higher implementation and

Current wording

Technology — For the three months ended September 30, 2024, net revenue attributable to the Technology segment decreased by $1.3 million or 10.8%, to $10.8 million from $12.1 million for the three months ended September 30, 2023. The revenue decline in the Technology segment was largely due to lower license sales offset by higher implementation and professional services revenue. On a constant currency basis, revenue decreased by $1.6 million or 12.8%, offset by the positive impact of foreign currency accounting for $0.3 million or 2.0%.

Previous wording

For the three months ended June 30, 2024, the cost of revenue decreased by $1.2 million (including decrease in related party cost of $0.0 million), or 3.9%, compared to the three months ended June 30, 2023. Total cost of revenue decreased by $1.2 million or 3.8% on a constant currency basis, while a negative impact of foreign currency accounted for another less than $0.1 million or 0.1%, when compared to the cost of revenue for the three months ended June 30, 2023.

Current wording

For the three months ended September 30, 2024, the cost of revenue decreased by $4.4 million (including decrease in related party cost of $0.0 million), or 15.6%, compared to the three months ended September 30, 2023. Total cost of revenue decreased by $5.0 million or 17.7% on a constant currency basis, offset by the negative impact of foreign currency accounting for $0.6 million or 2.2%, when compared to the cost of revenue for the three months ended September 30, 2023.

Previous wording

In the Bills & Payments segments, the decrease was primarily attributable to the corresponding decline in revenues, partially offset by higher ramp cost for major projects in Germany and UK. Costs to the Bills & Payments segment decreased by $1.4 million, or 5.3%. On a constant currency basis, cost of revenue at Bills & Payments segment declined by $1.4 million or 5.2%, with insignificant negative impact of foreign currency.

Current wording

In the Bills & Payments segments, the decrease was primarily attributable to reduced cost resulting from completed projects and optimization efforts. Costs to the Bills & Payments segment decreased by $3.2 million, or 14.2%. On a constant currency basis, cost of revenue at Bills & Payments segment declined by $3.7 million or 16.5%, offset by the negative impact of foreign currency accounting for $0.5 million or 2.4%.

Previous wording

The cost of revenue in the Technology segment increased by $0.2 million, or 4.6%, primarily due to the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment increased by $0.2 million or 5.4%, offset by the negative impact of foreign currency accounting for less than $0.1 million or 0.9%.

Current wording

The cost of revenue in the Technology segment decreased by $1.2 million, or 21.1%, primarily due to the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment decreased by $1.3 million or 22.5%, offset by the negative impact of foreign currency accounting for $0.1 million or 1.4%.

Previous wording

The increase in cost of revenues as a percent of revenue on a consolidated basis was primarily due to a change in revenue mix. Cost of revenue for the three months ended June 30, 2024 was 81.6% of revenue compared to 72.4% of revenue for the three months ended June 30, 2023.

Current wording

The decrease in cost of revenues as a percent of revenue on a consolidated basis was primarily due to a change in the revenue mix and executed savings initiative. Cost of revenue for the three months ended September 30, 2024 was 67.4% of revenue compared to 75.3% of revenue for the three months ended September 30, 2023.

Previous wording

Selling, general and administrative expenses (“SG&A expenses”) decreased by $1.2 million, or 15.6%, to $7.0 million for the three months ended June 30, 2024, compared to $8.2 million for the three months ended June 30, 2023. The decrease was primarily attributable to cost optimization initiatives, resulting in reduced operating lease and facility expenses for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. SG&A expenses decreased as a percentage of revenue at 19.1% for the three months ended June 30, 2024 as compared to 19.3% for the three months ended June 30, 2023.

Current wording

Selling, general and administrative expenses (“SG&A expenses”) slightly decreased by $28 thousand, or 0.4%, to $6.8 million for the three months ended September 30, 2024, compared to $6.8 million for the three months ended September 30, 2023. The decrease was primarily attributable by cost optimization initiatives, resulting in reduced operating lease and facility expenses, partially offset by increased investments in sales team for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. SG&A expenses increased as

Previous wording

Related party expense was $1.2 million for the three months ended June 30, 2024 compared to $1.1 million for the three months ended June 30, 2023. The increase was primarily driven by the expansion of Center of Excellence (COE) during the current period, which involved consolidating financial processes to strengthen the controls framework.

Current wording

Related party expense was $1.4 million for the three months ended September 30, 2024 compared to $1.3 million for the three months ended September 30, 2023. The increase was primarily driven by the expansion of Center of Excellence (COE) during the current period, which involved consolidating financial processes to strengthen the controls framework.

Previous wording

Interest expense was $1.5 million for the three months ended June 30, 2024, compared to $1.2 million for the three months ended June 30, 2023, largely due to higher pension interest cost and an increase in borrowing costs due to an increase in relevant borrowing reference rates during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Current wording

Interest expense was $1.8 million for the three months ended September 30, 2024, compared to $1.2 million for the three months ended September 30, 2023, largely due to higher pension interest cost and an increase in borrowing costs due to an increase in relevant borrowing reference rates during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Previous wording

Related party interest expense, net was $22 thousand for the three months ended June 30, 2024 compared to related party interest income, net of $51 thousand for the three months ended June 30, 2023.

Current wording

Related party interest expense, net was $23 thousand for the three months ended September 30, 2024 compared to related party interest expense, net of $5 thousand for the three months ended September 30, 2023.

Previous wording

Foreign exchange losses were $0.7 million for the three months ended June 30, 2024 compared to foreign exchange losses of $0.7 million for the three months ended June 30, 2023

Current wording

Foreign exchange losses were $0.7 million for the three months ended September 30, 2024 compared to foreign exchange gains of $0.5 million for the three months ended September 30, 2023, primarily due to a higher unrealized exchange losses for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Previous wording

The change in fair value of warrant liability during the three months ended June 30, 2024 was a gain of $3 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between March 31, 2024 and the end of the reporting period, June 30, 2024.

Current wording

The change in fair value of warrant liability during the three months ended September 30, 2024 was a gain of $5 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between June 30, 2024 and the end of the reporting period, September 30, 2024.

Previous wording

The Company had an income tax expense of $0.5 million for the three months ended June 30, 2024 compared to an income tax expense of $0.4 million for the three months ended June 30, 2023. The increase in the income tax expenses for the current period is higher than the same period last year due to due to an increase in profitability in the Netherlands and Germany.

Current wording

The Company had an income tax expense of $1.7 million for the three months ended September 30, 2024 compared to an income tax expense of $1.0 million for the three months ended September 30, 2023. The increase in the income tax expenses for the current period was primarily due to a remeasurement of existing uncertain tax positions in Germany, partially offset by decline in profitability in the Netherlands and Germany.

Previous wording

Six months ended June 30, 2024 Compared to Six months ended June 30, 2023 (US dollars in thousands)

Current wording

Nine months ended September 30, 2024 Compared to Nine months ended September 30, 2023 (US dollars in thousands)

Previous wording

For the purposes of trend analysis, constant currency refers to the prevailing rate of the US dollar against relevant currencies for the six months ended June 30, 2023.

Current wording

For the purposes of trend analysis, constant currency refers to the prevailing rate of the US dollar against relevant currencies for the nine months ended September 30, 2023.

Previous wording

For the three months ended June 30, 2024, our net revenue on a consolidated basis decreased by $6.3 million, or 14.8%, to $36.1 million (including related party revenue of $0.1 million) from $42.4 million (including related party revenue of $0.1 million) for the three months ended June 30, 2023. On a constant currency basis, net revenue declined by $6.0 million or 14.2%, while a negative impact of foreign currency accounted for another $0.3 million or 0.6%.

Current wording

For the nine months ended September 30, 2024, our net revenue on a consolidated basis decreased by $9.4 million, or 8.1%, to $107.0 million (including related party revenue of $0.2 million) from $116.4 million (including related party revenue of $0.2 million) for the nine months ended September 30, 2023. On a constant currency basis, net revenue declined by $10.6 million or 9.2%, offset by the positive impact of foreign currency accounting for $1.2 million or 1.1%.

Previous wording

Bills & Payments and Technology segments constituted 73.5%, and 26.5%, respectively, of our total net revenue for the six months ended June 30, 2024, compared to 74.9%, and 25.1%, respectively, for the six months ended June 30, 2023. The revenue changes by reporting segment were as follows:

Current wording

Bills & Payments and Technology segments constituted 70.9%, and 29.1%, respectively, of our total net revenue for the nine months ended September 30, 2024, compared to 71.2%, and 28.8%, respectively, for the nine months ended September 30, 2023. The revenue changes by reporting segment were as follows:

Previous wording

Bills & Payments — Net revenue attributable to bills and payments segment was $27.3 million for the three months ended June 30, 2024, compared to $30.2 million for the three months ended June 30, 2023. The revenue decline of $2.9 million or 9.6%, is primarily attributable to completion of projects, lower volumes and client contract ends, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue declined by $2.7 million or 8.9%, while a negative impact of foreign currency accounted for another $0.2 million or 0.7%.

Current wording

volumes and client contract ends, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue declined by $7.8 million or 9.4%, offset by the positive impact of foreign currency accounting for $0.8 million or 1.0%.

Previous wording

Technology — For the six months ended June 30, 2024, net revenue attributable to the Technology segment decreased by $1.1 million, or 5.2%, to $20.3 million from $21.4 million for the six months ended June 30, 2023. The revenue decrease in the Technology segment was largely due to a higher volume of software licenses sold, partially offset by increase in technology implementation and professional services revenue. On a constant currency basis, revenue decreased by $1.2 million or 5.8%, offset by the positive impact of foreign currency accounted for $0.1 million or 0.5%.

Current wording

Technology — For the nine months ended September 30, 2024, net revenue attributable to the Technology segment decreased by $2.4 million, or 7.2%, to $31.1 million from $33.5 million for the nine months ended September 30, 2023. The revenue decrease in the Technology segment was largely due to a lower volume of software licenses sold, partially offset by increase in technology implementation and professional services revenue. On a constant currency basis, revenue decreased by $2.8 million or 8.4%, offset by the positive impact of foreign currency accounted for $0.4 million or 1.2%.

Previous wording

For the six months ended June 30, 2024, the cost of revenue decreased by $4.1 million (including decrease in related party cost of $0.0 million), or 6.4%, compared to the six months ended June 30, 2023. Total cost of revenue decreased by $4.6 million or 7.1% on a constant currency basis, offset by the positive impact of foreign currency of $0.4 million or 0.7%, when compared to the cost of revenue for the six months ended June 30, 2023.

Current wording

For the nine months ended September 30, 2024, the cost of revenue decreased by $6.8 million (including decrease in related party cost of $0.0 million), or 7.9%, compared to the nine months ended September 30, 2023. Total cost of revenue decreased by $7.9 million or 9.2% on a constant currency basis, offset by the negative impact of foreign currency of $1.1 million or 1.2%, when compared to the cost of revenue for the nine months ended September 30, 2023.

Previous wording

In the Bills & Payments segments, the decrease was primarily attributable to the corresponding decline in revenues, partially offset by higher ramp cost for major projects in Germany and UK. Costs to the Bills & Payments segment decreased by $4.8 million, or 8.7%. On a constant currency basis, cost of revenue at Bills & Payments segment declined by $5.2 million or 9.4%, offset by the positive impact of foreign currency accounted for $0.4 million or 0.7%.

Current wording

In the Bills & Payments segments, the decrease was primarily attributable to reduced cost resulting from completed projects and optimization efforts. Costs to the Bills & Payments segment decreased by $6.3 million, or 8.8%. On a constant currency basis, cost of revenue at Bills & Payments segment declined by $7.2 million or 10.1%, offset by the negative impact of foreign currency accounted for $0.9 million or 1.3%.

Previous wording

The cost of revenue in the Technology segment increased by $0.7 million, or 7.6%, primarily due to the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment increased by $0.6 million or 6.9%, and positive foreign currency impact accounted for $0.1 million or 0.7%.

Current wording

The cost of revenue in the Technology segment decreased by $0.5 million, or 3.6%, primarily due to the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment decreased by $0.6 million or 4.6%, offset by the negative impact of foreign currency accounted for $0.1 million or 1.0%.

Previous wording

The decrease in cost of revenues as a percent of revenue on a consolidated basis was primarily due to a decrease in cost of supplies for resale and external services. Cost of revenue for the six months ended June 30, 2024 was 78.3% of revenue compared to 75.2% of revenue for the six months ended June 30, 2023.

Current wording

The marginal increase in cost of revenues as a percent of revenue on a consolidated basis was primarily due to higher ramp cost during the current period. Cost of revenue for the nine months ended September 30, 2024 was 73.7% of revenue compared to 73.5% of revenue for the nine months ended September 30, 2023.

Previous wording

SG&A expenses decreased by $1.7 million, or 10.5%, to $14.9 million for the six months ended June 30, 2024, compared to $16.6 million for the six months ended June 30, 2023. The decrease was primarily attributable to cost optimization initiatives, resulting in reduced operating lease and facility expenses for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. SG&A expenses decreases as a percentage of revenue at 19.4% for the six months ended June 30, 2024 as compared to 19.5% for the six months ended June 30, 2023.

Current wording

SG&A expenses decreased by $1.6 million, or 7.8%, to $19.8 million for the nine months ended September 30, 2024, compared to $21.4 million for the nine months ended September 30, 2023. The decrease was primarily attributable to cost optimization initiatives, resulting in reduced operating lease and facility expenses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. SG&A expenses increased as a percentage of revenue at 18.5% for the nine months ended September 30, 2024 as compared to 18.4% for the nine months ended September 30, 2023.

Previous wording

Related party expense was $2.2 million for the six months ended June 30, 2024 compared to $2.3 million for the six months ended June 30, 2023. The decrease was primarily driven by the cost optimization initiatives taken during the current period, partially offset by increase in related party service fees.

Current wording

Related party expense was $3.5 million for the nine months ended September 30, 2024 compared to $3.6 million for the nine months ended September 30, 2023. The decrease was primarily driven by the cost optimization initiatives taken during the current period, partially offset by increase in related party service fees.

Previous wording

Interest expense was $2.9 million for the six months ended June 30, 2024, compared to $2.4 million for the six months ended June 30, 2023, largely due to higher pension interest cost and an increase in borrowing costs due to an increase in relevant borrowing reference rates during the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Current wording

Interest expense was $4.7 million for the nine months ended September 30, 2024, compared to $3.6 million for the nine months ended September 30, 2023, largely due to higher pension interest cost and an increase in borrowing costs due to an increase in relevant borrowing reference rates during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Previous wording

Related party interest expense, net was $41 thousand for the six months ended June 30, 2024 compared to related party interest income, net of $6 thousand for the six months ended June 30, 2023.

Current wording

Related party interest expense, net was less than $0.1 million for the nine months ended September 30, 2024 compared to related party interest income, net of $1 thousand for the nine months ended September 30, 2023.

Previous wording

Foreign exchange losses were $1.5 million for the six months ended June 30, 2024 compared to foreign exchange losses of $0.9 million for the six months ended June 30, 2023, primarily due to a higher unrealized exchange losses for the six months ended June 30, 2024 compared to the six months ended June 30, 2023.

Current wording

Foreign exchange losses were $2.0 million for the nine months ended September 30, 2024 compared to foreign exchange losses of $0.4 million for the nine months ended September 30, 2023, primarily due to a higher unrealized exchange losses for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Previous wording

The change in fair value of warrant liability during the six months ended June 30, 2024 was a gain of $40 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between December 31, 2023 and the end of the reporting period, June 30, 2024.

Current wording

The change in fair value of warrant liability during the nine months ended September 30, 2024 was a gain of $45 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between December 31, 2023 and the end of the reporting period, September 30, 2024.

Previous wording

Pension income, net was $0.8 million for the six months ended June 30, 2024 compared to pension income, net of $0.4 million for the six months ended June 30, 2023. The increase in pension income was primarily due to an increase in pension-related income recorded in the six months ended June 30, 2024.

Current wording

Pension income, net was $1.3 million for the nine months ended September 30, 2024 compared to pension income, net of $0.6 million for the nine months ended September 30, 2023. The increase in pension income was primarily due to an increase in pension-related income recorded in the nine months ended September 30, 2024.

Previous wording

The Company had an income tax expense of $1.0 million for the six months ended June 30, 2024 compared to an income tax expense of $0.5 million for the six months ended June 30, 2023. The increase in the income tax expenses for the current period is higher than the same period last year due to an increase in profitability in the Netherlands and Germany.

Current wording

The Company had an income tax expense of $2.7 million for the nine months ended September 30, 2024 compared to an income tax expense of $1.5 million for the nine months ended September 30, 2023. The increase in the income tax expenses for the current period is higher than the same period last year due to a remeasurement of existing uncertain tax positions in Germany.

Previous wording

At June 30, 2024 and December 31,2023 cash and cash equivalents totaled $15.6 million and $6.9 million, respectively.

Current wording

At September 30, 2024 and December 31,2023 cash and cash equivalents totaled $7.8 million and $6.5 million, respectively.