XBP Global Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
XBP$2.93+1.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001558370-25-007882
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001558370-25-011484
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 133 previous paragraphs and 163 current paragraphs.
91 unchanged; 33 reworded; 26 added; 7 removed; 2 previous and 13 current paragraphs rearranged.
Tables are not compared: 10 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
Acquisition of BPA
Current report
On July 3, 2025, pursuant to a Membership Interest Purchase Agreement (the "MIPA”), a wholly owned subsidiary of the Company agreed to purchase, subject to certain terms and conditions, Exela Technologies BPA, LLC (together with its subsidiaries to be purchased, “BPA”), which comprised the American and Asian operating business of the Company’s then indirect parent company ETI. The consideration for the sale was $1.00, reflecting the encumbered nature of BPA, which at the time was involved in Chapter 11 bankruptcy proceedings under the caption “In re DocuData Solutions, L.C.” The transaction was subject to certain conditions subsequent that could result in the rescission of the transaction if not satisfied, including the emergence of the Debtors (as defined below) from Chapter 11 before August 7, 2025.
Current report
On July 3, 2025, the Company, entered into a Transaction Support Agreement with BPA and certain of its affiliates (collectively, the “Debtors” or after the Restructuring (defined herein), the “Reorganized Debtors”). Pursuant to the Transaction Support Agreement, the Company agreed to, among other things, support the Debtors’ plan of reorganization (the “Plan”) in their Chapter 11 cases (the “Restructuring”), including seeking stockholder approvals at
Current report
the Company’s annual shareholder meeting and issuing shares of the Company’s Common Stock to satisfy certain claims under the Plan as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 15, 2025.
Current report
On July 29, 2025 (the “Effective Date”), BPA consummated the transaction under the Plan and emerged from bankruptcy having satisfied or waived all the conditions set forth in the Plan and therefore, the conditions subsequent to the MIPA were cleared and acquisition transaction closed from an accounting perspective on July 29, 2025.
Current report
Technology — For the three months ended June 30, 2025, net revenue attributable to the Technology segment increased by $2.0 million or 23.2%, to $10.9 million from $8.8 million for the three months ended June 30, 2024. The revenue increase in the Technology segment was largely due to higher projects and the positive impact of foreign currency impact. On a constant currency basis, revenue increased by $1.5 million or 17.2%, and the positive impact of foreign currency was $0.5 million or 6.0%.
Current report
Revenue
Current report
For the six months ended June 30, 2025, our net revenue on a consolidated basis increased by $5.6 million, or 7.8%, to $77.3 million (including related party revenue of $0.3 million) from $71.7 million (including related party
Current report
revenue of $0.1 million) for the six months ended June 30, 2024. On a constant currency basis, net revenue increased by $4.1 million or 5.8%, and the positive impact of foreign currency accounted for $1.4 million or 2.0%.
Current report
Bills & Payments — Net revenue attributable to bills and payments segment was $55.1 million for the six months ended June 30, 2025, compared to $51.4 million for the six months ended June 30, 2024. The revenue increase of $3.6 million or 7.1%, is primarily attributable to newly won business, some of which is in early stage of ramp and the positive impact of foreign currency accounting. On a constant currency basis, revenue increased by $2.6 million or 5.1%, and the positive impact of foreign currency accounted for $1.0 million or 2.0%.
Current report
Cost of Revenue
Current report
For the six months ended June 30, 2025, the cost of revenue decreased by $1.0 million, or 1.8%, compared to the six months ended June 30, 2024. On a constant currency basis, total cost of revenue decreased by $1.9 million or 3.5%, partially offset by the negative impact of foreign currency of $0.9 million or 1.7%, when compared to the cost of revenue for the six months ended June 30, 2024.
Current report
The cost of revenue in the Technology segment increased by $1.1 million, or 11.3%, primarily due to foreign currency impact and the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment increased by $0.7 million or 7.6%, and the negative impact of foreign currency accounted for $0.4 million or 3.7%.
Current report
Selling, General and Administrative Expenses
Current report
Selling, general and administrative expenses (“SG&A expenses”) increased by $8.4 million, or 64.7%, to $21.4 million for the six months ended June 30, 2025, compared to $13.0 million for the six months ended June 30, 2024. The increase was primarily attributable to higher stock-based compensation, increased bonus and commission provision, legal fees related to the BPA acquisition, and foreign currency impact. SG&A expenses increased as a percentage of revenue to 27.6% for the six months ended June 30, 2025 as compared to 18.1% for the six months ended June 30, 2024.
Current report
Related Party Expense
Current report
Related party expense was $4.0 million for the six months ended June 30, 2025 compared to $2.1 million for the six months ended June 30, 2024. The increase was primarily driven by higher offshoring efforts.
Current report
Depreciation and Amortization
Current report
Interest Expense
Current report
Related Party Interest Expense, Net
Current report
Related party interest expense, net was $48 thousand for the six months ended June 30, 2025 compared to related party interest expense, net of $41 thousand for the six months ended June 30, 2024.
Current report
Foreign Exchange Losses (Gains), net
Current report
Foreign exchange gains were $0.4 million for the six months ended June 30, 2025 compared to foreign exchange losses of $1.4 million for the six months ended June 30, 2024, primarily due to a higher unrealized exchange gains for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report
Pension Income, net
Current report
Pension income, net was $0.8 million for the six months ended June 30, 2025 compared to pension income, net of $0.8 million for the six months ended June 30, 2024.
Current report
Income Tax Expense
Removed paragraphs (7)
Previous report
Non-Binding Letter of Intent
Previous report
On March 4, 2025, the Company announced that it had entered into an exclusive, non-binding letter of intent with ETI to acquire Exela Technologies BPA, LLC (“Exela BPA”), a leading provider of business process automation solutions and subsidiary of ETI. Under the terms of the letter of intent, the Company has been granted exclusivity while the parties work in good faith to negotiate definitive agreements, complete due diligence, undertake necessary regulatory approvals, and seek any necessary approvals, including from the Company’s shareholders.
Previous report
The Company is continuing to work through the process; however, there can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Those portions of the letter of intent that describe the proposed transaction are non-binding. The Company only intends to announce additional details regarding the proposed transaction if and when a definitive agreement is executed.
Previous report
(COE), which includes consolidating financial processes to strengthen the controls framework, as well as two new related party services as described inNote 19 – Related Parties.
Previous report
Emerging Growth Company Status
Previous report
The Jumpstart our Business Startups Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
Previous report
The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act and has elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards, although it may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare the Company’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
Reworded paragraphs (33)
Previous wording
Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us,” “XBP Europe, “the Company” and similar terms are to XBP Europe Inc. and its subsidiaries before the Business Combination, and to XBP Europe Holdings, Inc. following consummation of the Business Combination, except where the context requires otherwise.
Current wording
Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us,” “XBP Europe, “the Company” and similar terms are to XBP Europe Inc. and its subsidiaries before the Business Combination, and to XBP Europe Holdings, Inc. following consummation of the Business Combination, except where the context requires otherwise. The results do not reflect the acquisition of BPA as described in Note 21 above.
Previous wording
operating performance and trends, to make strategic decisions regarding the allocation of capital and new investments. These measures exclude certain expenses that are required under GAAP. The Company excludes these items because they are non-recurring or non-cash expenses that are determined based in part on the Company’s underlying performance.
Current wording
To supplement its financial data presented on a basis consistent with GAAP, this report contains certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA. The Company has included these non-GAAP financial measures because they are financial measures used by management to evaluate the Company’s core operating performance and trends, to make strategic decisions regarding the allocation of capital and new investments. These measures exclude certain expenses that are required under GAAP. The Company excludes these items because they are non-recurring or non-cash expenses that are determined based in part on the Company’s underlying performance.
Previous 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 months ended March 31, 2025 and 2024:
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 six months ended June 30, 2025 and 2024:
Previous wording
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from discontinued operations, the most directly comparable GAAP measure, for the three months ended March 31, 2025 and 2024:
Current wording
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from discontinued operations, the most directly comparable GAAP measure, for the three and six months ended June 30, 2025 and 2024:
Previous wording
The Company earns revenue from transactions processed using its products and services. In addition, the Company also sells recurring and perpetual software licenses, as well as maintenance and other professional services. Licensing options are flexible and clients can purchase a license covering a maximum number of transactions, multi-year term licenses with flexible renewal options. The Company derives a majority of its revenue from transactions processing as well as from the sale of licenses and technology implementation services.
Current wording
Licensing options are flexible and clients can purchase a license covering a maximum number of transactions, multi-year term licenses with flexible renewal options. The Company derives a majority of its revenue from transactions processing as well as from the sale of licenses and technology implementation services.
Previous wording
For the three months ended March 31, 2025, our net revenue on a consolidated basis decreased by $0.4 million, or 1.2%, to $37.7 million (including related party revenue of $0.1 million) from $38.1 million (including related party revenue of $0.0 million) for the three months ended March 31, 2024. On a constant currency basis, net revenue increased by $0.3 million or 0.9%, offset by the negative impact of foreign currency of $0.8 million or 2.0%.
Current wording
For the three months ended June 30, 2025, our net revenue on a consolidated basis increased by $6.0 million, or 17.9%, to $39.6 million (including related party revenue of $0.2 million) from $33.6 million (including related party revenue of $0.1 million) for the three months ended June 30, 2024. On a constant currency basis, net revenue increased by $3.8 million or 11.2%, and the positive impact of foreign currency accounted for $2.2 million or 6.6%.
Previous wording
Bills & Payments and Technology segments constituted 69.8%, and 30.2%, respectively, of our total net revenue for the three months ended March 31, 2025, compared to 69.9%, and 30.1%, respectively, for the three months ended March 31, 2024. The revenue changes by reporting segment were as follows:
Current wording
Bills & Payments and Technology segments constituted 72.6%, and 27.4%, respectively, of our total net revenue for the three months ended June 30, 2025, compared to 73.8%, and 26.2%, respectively, for the three months ended June 30, 2024. The revenue changes by reporting segment were as follows:
Previous wording
Bills & Payments — Net revenue attributable to bills and payments segment was $26.3 million for the three months ended March 31, 2025, compared to $26.6 million for the three months ended March 31, 2024. The revenue decline of $0.3 million or 1.2%, is primarily attributable to negative impact of foreign currency accounting, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue increased by $0.3 million or 1.2%, offset by the negative impact of foreign currency of $0.6 million or 2.4%.
Current wording
Bills & Payments — Net revenue attributable to bills and payments segment was $28.8 million for the three months ended June 30, 2025, compared to $24.8 million for the three months ended June 30, 2024. The revenue increase of $4.0 million or 15.9%, was primarily attributable to newly won business, some of which is in early stage of ramp and to the positive impact of foreign currency. On a constant currency basis, revenue increased by $2.3 million or 9.1%, and the positive impact of foreign currency accounted for $1.7 million or 6.8%.
Previous wording
For the three months ended March 31, 2025, the cost of revenue decreased by $1.8 million, or 6.3%, compared to the three months ended March 31, 2024. On a constant currency basis, total cost of revenue decreased by $1.1 million or 3.9%, with the positive impact of foreign currency accounting for additional reduction of $0.7 million or 2.3%, when compared to the cost of revenue for the three months ended March 31, 2024.
Current wording
For the three months ended June 30, 2025, the cost of revenue increased by $0.8 million, or 2.9%, compared to the three months ended June 30, 2024. On a constant currency basis, total cost of revenue decreased by $0.8 million or 2.9%, while the negative impact of foreign currency was $1.6 million or 5.9%, when compared to the cost of revenue for the three months ended June 30, 2024.
Previous wording
The cost of revenue in the Technology segment increased by $0.1 million, or 1.5%, primarily due to the change in the revenue mix within the Technology segment as well as investment in new technology resources. On a constant currency basis, cost of revenue at the Technology segment increased by $0.2 million or 4.2%, offset by the positive impact of foreign currency accounting for $0.1 million or 2.7%.
Current wording
The cost of revenue in the Technology segment increased by $1.0 million, or 22.6%, primarily due to foreign currency impact and the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment increased by $0.5 million or 11.7%, and the negative impact of foreign currency accounted for $0.5 million or 10.9%.
Previous 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, automation, and executed savings initiative. Cost of revenue for the three months ended March 31, 2025 was 69.9% of revenue compared to 73.7% of revenue for the three months ended March 31, 2024.
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, automation, and executed savings initiative. Cost of revenue for the three months ended June 30, 2025 was 70.1% of revenue compared to 80.3% of revenue for the three months ended June 30, 2024.
Previous wording
Selling, general and administrative expenses (“SG&A expenses”) increased by $4.0 million, or 57.2%, to $11.0 million for the three months ended March 31, 2025, compared to $7.0 million for the three months ended March 31, 2024. The increase was primarily attributable to $3.8 million of stock-based compensation recorded in the quarter. Excluding this item, SG&A expenses of $7.1 million were $0.2 million or 2.4% higher compared to the three months ended March 31, 2024. The increase was primarily driven by increased investments in the sales team, offset by cost optimization initiatives which resulted in reduced operating lease and facility expenses. SG&A expenses increased as a percentage of revenue to 29.1% (18.9% excluding non-cash equity compensation) for the three months ended March 31, 2025 as compared to 18.3% for the three months ended March 31, 2024.
Current wording
Selling, general and administrative expenses (“SG&A expenses”) increased by $4.4 million, or 73.5%, to $10.4 million for the three months ended June 30, 2025, compared to $6.0 million for the three months ended June 30, 2024. The increase was primarily due to bonus provision, investment in sales team, legal expenses related to the acquisition of BPA, and foreign currency impact. SG&A expenses increased as a percentage of revenue to 26.3% for the three months ended June 30, 2025 as compared to 17.9% for the three months ended June 30, 2024.
Previous wording
Related party expense was $1.6 million for the three months ended March 31, 2025 compared to $0.9 million for the three months ended March 31, 2024. The increase was primarily driven by the expansion of Center of Excellence
Current wording
Related party expense was $2.4 million for the three months ended June 30, 2025 compared to $1.2 million for the three months ended June 30, 2024. The increase was primarily driven by higher related party service fees.
Previous wording
Interest expense was $1.7 million for the three months ended March 31, 2025, compared to $1.4 million for the three months ended March 31, 2024, largely due to an increase in borrowing costs as a result of higher borrowings under the 2024 Credit Facilities and higher pension interest cost during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Current wording
Interest expense was $2.0 million for the three months ended June 30, 2025, compared to $1.5 million for the three months ended June 30, 2024, largely due to an increase in borrowing costs as a result of higher borrowings under the 2024 Credit Facilities and higher pension interest cost during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Previous wording
Related party interest expense, net was $23 thousand for the three months ended March 31, 2025 compared to related party interest expense, net of $19 thousand for the three months ended March 31, 2024.
Current wording
Related party interest expense, net was $25 thousand for the three months ended June 30, 2025 compared to related party interest expense, net of $22 thousand for the three months ended June 30, 2024.
Previous wording
Foreign exchange gain was $71 thousand for the three months ended March 31, 2025 compared to foreign exchange losses of $0.8 million for the three months ended March 31, 2024, primarily due to a higher unrealized exchange gains for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Current wording
Foreign exchange gains were $0.3 million for the three months ended June 30, 2025 compared to foreign exchange losses of $0.6 million for the three months ended June 30, 2024, primarily due to a higher unrealized exchange gains for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Previous wording
The Company had an income tax expense of $0.8 million for the three months ended March 31, 2025 compared to an income tax expense of $0.5 million for the three months ended March 31, 2024. The increase in the income tax expenses for the current period was primarily due to higher profitability in the U.K., the Netherlands, and Germany.
Current wording
The Company had an income tax expense of $0.5 million for the three months ended June 30, 2025 compared to an income tax expense of $0.5 million for the three months ended June 30, 2024.
Previous wording
Technology — For the three months ended March 31, 2025, net revenue attributable to the Technology segment decreased by $0.1 million or 1.0%, to $11.4 million from $11.5 million for the three months ended March 31, 2024. The revenue decline in the Technology segment was largely due to the negative impact of foreign currency and lower license sales offset by higher implementation and professional services revenue. On a constant currency basis, revenue increased by $0.0 million or 0.1%, offset by the negative impact of foreign currency of $0.1 million or 1.1%.
Current wording
Technology — For the six months ended June 30, 2025, net revenue attributable to the Technology segment Increased by $1.9 million or 9.5%, to $22.2 million from $20.3 million for the six months ended June 30, 2024. The revenue increase in the Technology segment was largely due to higher projects and the positive impact of foreign currency. On a constant currency basis, revenue increased by $1.5 million or 7.6%, and the positive impact of foreign currency accounted for $0.4 million or 1.9%.
Previous wording
In the Bills & Payments segments, the decrease was primarily attributable to improved operational leverage, reduced cost resulting from completed projects with higher levels of automation applied, and optimization efforts coupled with the positive impact of foreign currency accounting. Costs to the Bills & Payments segment decreased by $1.8 million, or 8.0%. On a constant currency basis, cost of revenue at the Bills & Payments segment declined by $1.3 million or 5.7%, and the positive impact of foreign currency accounting reduced cost of revenue by $0.5 million or 2.3%, when compared to the cost of revenue for the three months ended March 31, 2024.
Current wording
In the Bills & Payments segments, the decrease was primarily attributable to improved operating leverage, reduced cost resulting from higher levels of automation applied, and optimization efforts, partially offset by the negative impact of foreign currency. Costs to the Bills & Payments segment decreased by $2.1 million, or 4.5%. On a constant currency basis, cost of revenue at the Bills & Payments segment declined by $2.6 million or 5.8%, offset by the negative impact of foreign currency accounting for $0.6 million or 1.3%, when compared to the cost of revenue for the six months ended June 30, 2024.
Previous wording
The change in fair value of warrant liability during the three months ended March 31, 2025 was a gain of $2 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between December 31, 2024 and the end of the reporting period, March 31, 2025.
Current wording
The change in fair value of warrant liability during the six months ended June 30, 2025 was a gain of $2 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between December 31, 2024 and the end of the reporting period, June 30, 2025.
Previous wording
At March 31, 2025 and December 31,2024 cash and cash equivalents totaled $9.7 million and $12.1 million, respectively.
Current wording
At June 30, 2025 and December 31,2024 cash and cash equivalents totaled $6.1 million and $12.1 million, respectively.
Previous wording
As of March 31, 2025, and in comparison to December 31, 2024, total debt increased by $0.8 million primarily due to borrowings under the 2024 Senior Credit Facilities and Revolving Credit Facilities. (See*“Indebtedness”* below).
Current wording
As of June 30, 2025, and in comparison to December 31, 2024, total debt increased by $3.4 million primarily due to foreign currency fluctuations. (See*“Indebtedness”* below).
Previous wording
Analysis of Cash Flow Changes between the three months ended March 31, 2025 and 2024
Current wording
Analysis of Cash Flow Changes between the six months ended June 30, 2025 and 2024
Previous wording
Operating Activities — Net cash used in operating activities was $0.9 million for the three months ended March 31, 2025, compared to net cash used by operating activities of $3.6 million for the three months ended March 31, 2024. The decrease of $2.7 million in cash used in operating activities was largely due to higher inflows from accrued expenses and other liabilities, partially offset by higher outflows from accounts receivable.
Current wording
Operating Activities — Net cash used in operating activities was $4.0 million for the six months ended June 30, 2025, compared to net cash used by operating activities of $5.5 million for the six months ended June 30, 2024. The decrease of $1.5 million in cash used in operating activities was largely due to higher inflows from accrued expenses and other liabilities and related parties payable, partially offset by higher outflows from accounts receivable.
Previous wording
Investing Activities — Net cash used in investing activities was $1.1 million for the three months ended March 31, 2025, compared to net cash used in investing activities of $0.4 million for the three months ended March 31, 2024.
Current wording
Investing Activities — Net cash used in investing activities was $2.1 million for the six months ended June 30, 2025, compared to net cash used in investing activities of $0.7 million for the six months ended June 30, 2024. The
Previous wording
The increase of $0.7 million in cash used in investing activities was primarily due to higher additions of property, plant and equipment during the three months ended March 31, 2025.
Current wording
increase of $1.4 million in cash used in investing activities was primarily due to higher additions of property, plant and equipment during the six months ended June 30, 2025.
Previous wording
Financing Activities — Net cash used in financing activities was $0.4 million for the three months ended March 31, 2025, compared to net cash provided by financing activities of $0.7 million for the three months ended March 31, 2024. The increase of $1.1 million in net cash used in financing activities for the three months ended March 31, 2025 was primarily due to higher principal payments on the 2024 Senior Credit Facilities and 2024 Term Loan Facilities.
Current wording
Financing Activities — Net cash used in financing activities was $0.4 million for the six months ended June 30, 2025, compared to net cash provided by financing activities of $15.6 million for the six months ended June 30, 2024. The increase of $16.0 million in net cash used in financing activities for the six months ended June 30, 2025 was primarily due to lower borrowings under the revolving credit facility.
Previous wording
As of March 31, 2025, the Company’s outstanding factored accounts receivable amounted to approximately $10.1 million pursuant to the Amended Factoring Agreement, representing the face value of the invoices. The Company recognizes factoring costs upon disbursement of funds. The Company incurred a loss on sale of accounts receivables including expenses pursuant to the Amended Factoring Agreement totaling approximately $0.2 million for the three months ended March 31, 2025 which is presented in selling, general and administrative expenses (exclusive of depreciation and amortization) on the condensed combined and consolidated statements of operations and comprehensive loss.
Current wording
As of June 30, 2025, the Company’s outstanding factored accounts receivable amounted to approximately $7.5 million pursuant to the Amended Factoring Agreement, representing the face value of the invoices. The Company recognizes factoring costs upon disbursement of funds. The Company incurred a loss on sale of accounts receivables including expenses pursuant to the Amended Factoring Agreement totaling approximately $0.1 million and $0.3 million for the three and six months ended June 30, 2025, respectively, which is presented in selling, general and administrative expenses (exclusive of depreciation and amortization) on the condensed combined and consolidated statements of operations and comprehensive loss.
Previous wording
As of March 31, 2025, the outstanding balance of the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility was approximately $3.3 million, $9.7 million, and $15.4 million, respectively. As of December 31, 2024, the outstanding balance of the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility was approximately $3.4 million, $9.8 million, and $14.7 million, respectively.
Current wording
As of June 30, 2025, the outstanding balance of the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility was approximately $3.5 million, $10.5 million, and $16.7 million, respectively. As of December 31, 2024, the outstanding balance of the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility was approximately $3.4 million, $9.8 million, and $14.7 million, respectively.
Previous wording
As of March 31, 2025 and December 31 2024, the Revolving Working Capital Loan Facility had an outstanding balance of $2.6 million, and $2.2 million, respectively.
Current wording
As of June 30, 2025 and December 31 2024, the Revolving Working Capital Loan Facility had an outstanding balance of $2.9 million, and $2.2 million, respectively.
Previous wording
During the three months ended March 31, 2025, the Company repaid $0.2 million and $0.6 million of outstanding principal amount under the 2024 Term Loan A Facility and 2024 Term Loan B Facility, respectively.
Current wording
During the six months ended June 30, 2025, the Company repaid $0.2 million and $0.6 million of outstanding principal amount under the 2024 Term Loan A Facility and 2024 Term Loan B Facility, respectively.
Previous wording
performance; however, due to the inherent uncertainty, management’s estimates of the achievement of its financial covenants may change in the future. The Company believes there are multiple mechanisms available to the Company in case of non-compliance with the provisions of any of its debt covenants, which would ensure ongoing sufficient liquidity for the Company, including but not limited to, entering into bona fide negotiations with its lenders to amend the existing facilities as appropriate, refinancing existing credit facilities with alternative providers of capital or curing any potential breaches.
Current wording
The Company is not aware of any changes in the required covenant ratio under the 2024 Senior Credit Facilities at future compliance dates. The Company continually monitors its compliance with the covenants. The Company believes it will remain in compliance with all such covenants for the next 12 months based on the expected future performance; however, due to the inherent uncertainty, management’s estimates of the achievement of its financial covenants may change in the future. The Company believes there are multiple mechanisms available to the Company in case of non-compliance with the provisions of any of its debt covenants, which would ensure ongoing sufficient liquidity for the Company, including but not limited to, entering into bona fide negotiations with its lenders to amend the existing facilities as appropriate, refinancing existing credit facilities with alternative providers of capital or curing any potential breaches.
Previous wording
The preparation of financial statements requires the use of judgments and estimates. The critical accounting policies provide a better understanding of how the Company develops its assumptions and judgments about future events and related estimations and how they can impact the Company’s financial statements. A critical accounting estimate is one that requires subjective or complex estimates and assessments and is fundamental to the Company’s results of operations. The Company bases its estimates on historical experience and on various other assumptions it believes to be reasonable according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company believes the current assumptions, judgments and estimates used to determine amounts reflected in the condensed consolidated financial statements are appropriate; however, actual results may differ under different conditions. This discussion and analysis should be read in conjunction with the Company’s condensed consolidated financial statements and related notes included elsewhere in this report. This discussion and analysis should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. Refer to “Critical Accounting Estimates” contained in Part II, Item 7 of our 2024 Form 10-K for a complete discussion of critical accounting estimates. There have been no material changes to 2024 Form 10-K.
Current wording
The preparation of financial statements requires the use of judgments and estimates. The critical accounting policies provide a better understanding of how the Company develops its assumptions and judgments about future events and related estimations and how they can impact the Company’s financial statements. A critical accounting estimate is one that requires subjective or complex estimates and assessments and is fundamental to the Company’s results of operations. The Company bases its estimates on historical experience and on various other assumptions it believes to be reasonable according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company believes the current assumptions, judgments and estimates used to determine amounts reflected in the condensed consolidated financial statements are appropriate; however, actual results may differ under different conditions. This discussion and analysis should be read in conjunction with the Company’s condensed consolidated financial statements and related notes included elsewhere in this report. This discussion and analysis should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this report. Refer to “Critical Accounting Estimates”
Rearranged current paragraphs (13)
Current report — wording carried from elsewhere
The Company earns revenue from transactions processed using its products and services. In addition, the Company also sells recurring and perpetual software licenses, as well as maintenance and other professional services.
Current report — wording carried from elsewhere
The cost of revenue in the Bills & Payments segment decreased by $0.2 million or 1.0%, driven primarily by improved operating leverage, reduced cost resulting from higher levels of automation applied, and optimization efforts, partially offset by the negative impact of foreign currency. On a constant currency basis, cost of revenue at the Bills & Payments segment declined by $1.3 million or 5.9%, offset by the negative impact of foreign currency by $1.1 million or 5.0%, when compared to the cost of revenue for the three months ended June 30, 2024.
Current report — wording carried from elsewhere
The change in fair value of warrant liability during the three months ended June 30, 2025 was a gain of $0 thousand.
Current report — wording carried from elsewhere
Six months ended June 30, 2025 compared to six months ended June 30, 2024 (US dollars in thousands)
Current report — wording carried from elsewhere
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, 2024.
Current report — wording carried from elsewhere
Bills & Payments and Technology segments constituted 71.3%, and 28.7%, respectively, of our total net revenue for the six months ended June 30, 2025, compared to 71.7%, and 28.3%, respectively, for the six months ended June 30, 2024. The revenue changes by reporting segment were as follows:
Current report — wording carried from elsewhere
The decrease in cost of revenues as a percent of revenue on a consolidated basis was primarily due a change in the revenue mix, automation, and executed savings initiative and to foreign currency impact. Cost of revenue for the six months ended June 30, 2025 was 70.0% of revenue compared to 76.8% of revenue for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Total depreciation and amortization expense was $1.2 million and $1.6 million for the six months ended June 30, 2025 and 2024, respectively. The decrease in total depreciation and amortization expense by $0.4 million was primarily due to a decrease in amortization expense related to outsource contract costs during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
Interest expense was $3.7 million for the six months ended June 30, 2025, compared to $2.9 million for the six months ended June 30, 2024, largely due to an increase in borrowing costs as a result of higher borrowings under the 2024 Credit Facilities and higher pension interest cost during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current report — wording carried from elsewhere
Changes in fair value of warrant liability
Current report — wording carried from elsewhere
The Company had an income tax expense of $1.3 million for the six months ended June 30, 2025 compared to an income tax expense of $1.0 million for the six months ended June 30, 2024.
Current report — wording carried from elsewhere
During the three months ended June 30, 2025, the Company repaid $0 of outstanding principal amount under the 2024 Term Loan A Facility and 2024 Term Loan B Facility.
Current report — wording carried from elsewhere
contained in Part II, Item 7 of our 2024 Form 10-K for a complete discussion of critical accounting estimates. There have been no material changes to 2024 Form 10-K.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
To supplement its financial data presented on a basis consistent with GAAP, this report contains certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA. The Company has included these non-GAAP financial measures because they are financial measures used by management to evaluate the Company’s core
Previous report — wording carried elsewhere
The Company is not aware of any changes in the required covenant ratio under the 2024 Senior Credit Facilities at future compliance dates. The Company continually monitors its compliance with the covenants. The Company believes it will remain in compliance with all such covenants for the next 12 months based on the expected future