Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | XBP Europe Holdings, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001839530 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | |||||
Cash and cash equivalents | $ 2,819 | $ 7,473 | $ 2,910 | ||
Accounts receivable, net of allowance for doubtful accounts & credit losses | 32,454 | 35,977 | 35,109 | ||
Inventories, net | 4,157 | 4,526 | 4,093 | ||
Prepaid expenses and other current assets | 8,793 | 8,773 | 10,033 | ||
Total current assets | 61,333 | 70,015 | |||
Property, plant and equipment, net of accumulated depreciation | 14,111 | 14,620 | 13,014 | ||
Operating lease right-of-use assets, net | 8,123 | 5,848 | 10,383 | ||
Goodwill | 21,841 | 22,062 | 23,952 | ||
Intangible assets, net | 1,196 | 1,529 | 2,288 | ||
Deferred income tax assets | 7,456 | 7,055 | 9,554 | ||
Other noncurrent assets | 699 | 1,712 | 1,596 | ||
Total Assets | 114,759 | 122,841 | 126,996 | ||
Current liabilities | |||||
Accounts payable | 14,171 | 16,863 | 14,099 | ||
Accrued liabilities | 25,955 | 24,724 | 22,222 | ||
Accrued compensation and benefits | 15,577 | 13,401 | 17,786 | ||
Customer deposits | 635 | 1,061 | 2,147 | ||
Deferred revenue | 6,448 | 5,660 | 5,760 | ||
Current portion of finance lease liabilities | 546 | 757 | 1,073 | ||
Current portion of operating lease liabilities | 2,162 | 1,796 | 4,120 | ||
Current portion of long-term debts | 3,456 | 4,970 | 18,603 | ||
Total Current Liabilities | 98,868 | 101,890 | |||
Long-term debt, net of current maturities | 13,902 | 14,446 | 3,220 | ||
Finance lease liabilities, net of current portion | 211 | 658 | 1,426 | ||
Pension liabilities | 15,969 | 16,076 | 27,357 | ||
Operating lease liabilities, net of current portion | 5,912 | 3,963 | 6,255 | ||
Other long-term liabilities | 1,517 | 1,576 | 1,687 | ||
Total Liabilities | 147,543 | 149,773 | |||
Commitments and Contingencies | |||||
STOCKHOLDER’S DEFICIT | |||||
Net parent investment | (30,782) | (5,845) | 2,084 | ||
Accumulated other comprehensive loss: | |||||
Foreign currency translation adjustment | 1,352 | (17,789) | (18,233) | ||
Unrealized pension actuarial losses, net of tax | (3,354) | (3,298) | (10,381) | ||
Total accumulated other comprehensive loss | (2,002) | (21,087) | (28,614) | ||
Total stockholder’s deficit | (32,784) | (26,932) | (26,530) | ||
Total liabilities and stockholder’s deficit | 114,759 | 122,841 | 126,996 | ||
Class A Common Stock | |||||
Stockholders’ Deficit: | |||||
Common stock | 54 | 54 | |||
CFAC Holdings VIII, LLC | |||||
Current assets | |||||
Cash | 65,000 | 41,154 | 25,000 | ||
Prepaid expenses | 17,500 | 210,241 | 195,463 | ||
Total current assets | 82,500 | 251,395 | 220,463 | ||
Cash held in the Trust Account | 7,835,221 | ||||
Cash equivalents held in the Trust Account | 31,445,874 | 250,017,673 | |||
Other noncurrent assets | 570,844 | ||||
Total Assets | 7,917,721 | 31,697,269 | 250,808,980 | ||
Current liabilities | |||||
Accrued liabilities | 1,702,927 | 1,189,676 | 1,349,132 | ||
Payables to related party | 570,844 | ||||
Sponsor loan – promissory notes | 9,906,062 | 8,200,162 | 734,425 | ||
Franchise tax payable | 40,000 | 70,065 | 200,000 | ||
Total Current Liabilities | 11,648,989 | 9,459,903 | 2,854,401 | ||
Total Liabilities | 33,295,491 | 12,142,897 | 10,161,114 | ||
Warrant liability | 1,596,250 | 178,780 | 5,300,188 | ||
FPS liability | 20,050,252 | 2,504,214 | 2,006,525 | ||
Commitments and Contingencies | |||||
Class A common stock subject to possible redemption | 7,628,136 | 31,169,832 | 250,000,000 | ||
Stockholders’ Deficit: | |||||
Preferred stock, value | |||||
Additional paid-in capital | 328,730 | 694,592 | 146,555 | ||
Accumulated deficit | (33,335,315) | (12,310,731) | (9,499,368) | ||
Accumulated other comprehensive loss: | |||||
Total stockholder’s deficit | (33,005,906) | (11,615,460) | (9,352,134) | ||
Total liabilities and stockholder’s deficit | 7,917,721 | 31,697,269 | 250,808,980 | ||
CFAC Holdings VIII, LLC | Class A Common Stock | |||||
Stockholders’ Deficit: | |||||
Common stock | 554 | [1] | 54 | ||
CFAC Holdings VIII, LLC | Class B Common Stock | |||||
Stockholders’ Deficit: | |||||
Common stock | 125 | [1] | 625 | 625 | [2] |
Previously Reported | |||||
Current assets | |||||
Total current assets | 70,014 | 66,209 | |||
Current liabilities | |||||
Total Current Liabilities | 101,891 | 102,417 | |||
Total Liabilities | 149,775 | 153,526 | |||
Related party | |||||
Current assets | |||||
Related party note receivable | 13,110 | 13,266 | 14,064 | ||
Current liabilities | |||||
Related party payables | 29,918 | 32,658 | 16,607 | ||
Related party notes payable | $ 11,164 | $ 11,164 | $ 11,164 | ||
[1]On March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (see Note 6).[2]On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Net of allowance for doubtful accounts & credit losses (in Dollars) | $ 2,366 | $ 1,447 | |
Net of accumulated depreciation (in Dollars) | $ 46,328 | 44,629 | $ 44,448 |
Net of allowance for doubtful accounts & credit losses (in Dollars) | $ 1,200 | $ 929 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | ||
Class A Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 160,000,000 | 160,000,000 | |
Common stock, shares issued | 540,000 | ||
Common stock, shares outstanding | 5,540,000 | 540,000 | |
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 40,000,000 | 40,000,000 | |
Common stock, shares issued | 1,250,000 | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 1,250,000 | 6,250,000 | 6,250,000 |
CFAC Holdings VIII, LLC | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
CFAC Holdings VIII, LLC | Class A Common Stock | |||
Shares subject to possible redemption, shares issued | 706,319 | 2,960,098 | 25,000,000 |
Shares subject to possible redemption, shares outstanding | 706,319 | 2,960,098 | 25,000,000 |
Shares subject to possible redemption, per share (in Dollars per share) | $ 10.8 | $ 10.53 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 | 160,000,000 |
Common stock, shares issued | 5,540,000 | 540,000 | 540,000 |
Common stock, shares outstanding | 5,540,000 | 540,000 | 540,000 |
CFAC Holdings VIII, LLC | Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 |
Common stock, shares issued | 1,250,000 | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 1,250,000 | 6,250,000 | 6,250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Revenue, net | $ 40,178 | $ 39,053 | $ 125,250 | $ 136,722 | $ 180,349 | $ 205,772 | $ 217,272 | ||
Cost of revenue (exclusive of depreciation and amortization) | 31,368 | 31,478 | 95,326 | 103,172 | 136,276 | 164,256 | 175,117 | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 7,741 | 7,396 | 24,336 | 22,721 | 32,956 | 29,764 | 44,199 | ||
Depreciation and amortization | 1,095 | 1,136 | 2,951 | 3,357 | 4,390 | 5,166 | 6,312 | ||
Operating income | (1,300) | (3,471) | (902) | 146 | (1,950) | (3,809) | (19,070) | ||
Other expense (income), net | |||||||||
Interest expense, net | 1,265 | 569 | 3,705 | 2,094 | 3,062 | 2,836 | 2,844 | ||
Related party interest expense (income), net | 5 | 80 | (1) | 146 | (25) | (141) | (217) | ||
Foreign exchange losses, net | (529) | 684 | 411 | 2,863 | 1,184 | 1,162 | 2,195 | ||
Other (income) expense, net | (200) | (41) | (589) | (94) | (804) | 2,142 | (17) | ||
Net loss before income taxes | (1,841) | (4,763) | (4,428) | (4,863) | (5,367) | (9,808) | (23,875) | ||
Income tax expense | (1,046) | (539) | (1,523) | (1,933) | 2,562 | 2,920 | 4,502 | ||
Net income (loss) | (2,887) | (5,302) | (5,951) | (6,796) | (7,929) | (12,728) | (28,377) | ||
Other comprehensive income (loss), net of tax | |||||||||
Foreign currency translation adjustments | 853 | 1,863 | 154 | 3,569 | 444 | (744) | 3,622 | ||
Unrealized pension actuarial gains (losses) | 147 | 1,103 | (56) | 1,934 | 7,083 | 6,188 | (8,508) | ||
Total other comprehensive income (loss), net of tax | (1,887) | (2,336) | (5,853) | (1,293) | (402) | (7,284) | (33,263) | ||
General and administrative costs | 1,000 | 1,000 | 2,800 | 3,100 | 4,100 | 4,300 | 4,000 | ||
CF Acquisition Corp VIII | |||||||||
Other expense (income), net | |||||||||
Income tax expense | (111,023) | ||||||||
Net income (loss) | (19,044,975) | (811,420) | (21,024,584) | 3,566,429 | 2,393,519 | (1,707,845) | |||
Other comprehensive income (loss), net of tax | |||||||||
General and administrative costs | 770,927 | 1,108,906 | 1,708,519 | 1,913,161 | 2,601,894 | 2,440,245 | |||
Administrative expenses – related party | 30,000 | 30,000 | 90,000 | 90,000 | 120,000 | 95,161 | |||
Franchise tax expense | 22,483 | 50,000 | 160,000 | 112,534 | 162,534 | 200,500 | |||
Loss from operations | (823,410) | (1,188,906) | (1,958,519) | (2,115,695) | (2,884,428) | (2,735,906) | |||
Interest income on cash and investments held in the Trust Account | 168,755 | 518,498 | 753,119 | 956,908 | 1,240,443 | 17,673 | |||
Interest expense on sponsor loans and mandatorily redeemable Class A common stock | (210,484) | (689,606) | (788,591) | (689,606) | (1,054,486) | ||||
Other income | 579,294 | 579,294 | |||||||
Changes in fair value of warrant liability | (1,279,554) | 1,103,328 | (1,417,470) | 4,725,538 | 5,121,408 | 3,016,913 | |||
Changes in fair value of FPS liability | (16,858,881) | (456,349) | (17,546,038) | 248,606 | (497,689) | (2,006,525) | |||
Net income (loss) before provision for income taxes | (19,003,574) | (713,035) | (20,957,499) | 3,705,045 | 2,504,542 | $ (1,707,845) | |||
Provision for income taxes | $ 41,401 | $ 98,385 | $ 67,085 | $ 138,616 | $ 111,023 | ||||
CF Acquisition Corp VIII | Class A – Public shares | |||||||||
Other expense (income), net | |||||||||
Weighted average number of shares of common stock outstanding (in Shares) | 1,300,165 | 20,662,249 | 1,769,140 | 22,293,390 | 17,420,341 | 19,931,507 | |||
Basic net income (loss) per share of common stock (in Dollars per share) | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.1 | $ (0.06) | |||
CF Acquisition Corp VIII | Class A – Private placement | |||||||||
Other expense (income), net | |||||||||
Weighted average number of shares of common stock outstanding (in Shares) | 5,540,000 | 540,000 | 4,381,912 | [1] | 540,000 | 540,000 | 430,521 | ||
Basic net income (loss) per share of common stock (in Dollars per share) | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.1 | $ (0.06) | |||
CF Acquisition Corp VIII | Class B – Common stock | |||||||||
Other expense (income), net | |||||||||
Weighted average number of shares of common stock outstanding (in Shares) | 1,250,000 | 6,250,000 | 2,408,088 | [1] | 6,250,000 | 6,250,000 | 6,097,945 | [2] | |
Basic net income (loss) per share of common stock (in Dollars per share) | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.1 | $ (0.06) | |||
Related Party | |||||||||
Revenue, net | $ 67 | $ 33 | $ 163 | $ 134 | $ 143 | $ 178 | 272 | ||
Cost of revenue (exclusive of depreciation and amortization) | 12 | 130 | 75 | 408 | 511 | 766 | 380 | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | $ 1,329 | $ 2,417 | $ 3,627 | $ 7,052 | $ 8,309 | $ 9,807 | $ 10,606 | ||
[1]On March 6, 2023, the Company issued 5,000,000 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (see Note 6).[2]On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - CF Acquisition Corp VIII - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A – Public shares | ||||||
Diluted net income (loss) per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.10 | $ (0.06) |
Class A – Private placement | ||||||
Diluted net income (loss) per share of common stock | (2.35) | (0.03) | (2.46) | 0.12 | 0.10 | (0.06) |
Class B – Common stock | ||||||
Diluted net income (loss) per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.10 | $ (0.06) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Net Parent Investment and Stockholders’ Deficit (Unaudited) - USD ($) $ in Thousands | CF ACQUISITION CORP. VIII Class A Common Stock | CF ACQUISITION CORP. VIII Class B Common Stock | CF ACQUISITION CORP. VIII Additional Paid-In Capital | CF ACQUISITION CORP. VIII Accumulated Deficit | CF ACQUISITION CORP. VIII Accumulated Other Comprehensive Income (Loss) | CF ACQUISITION CORP. VIII | Net Parent Investment | Foreign Currency Translation Adjustment | Unrealized Pension Actuarial Losses, net of tax | Total Net Parent Investment | Total | |||
Balance at Dec. 31, 2019 | $ 43,189 | $ (21,111) | $ (8,061) | $ 14,017 | ||||||||||
Net income (loss) | (28,377) | (28,377) | $ (28,377) | |||||||||||
Foreign currency translation adjustment | 3,622 | 3,622 | 3,622 | |||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | (8,508) | (8,508) | (8,508) | |||||||||||
Balance at Dec. 31, 2020 | $ 633 | $ 24,367 | $ (1,421) | $ 23,579 | 14,812 | (17,489) | (16,569) | (19,246) | ||||||
Balance (in Shares) at Dec. 31, 2020 | [1] | 6,325,000 | ||||||||||||
Sale of Class A common stock to Sponsor in private placement | $ 54 | 5,224,095 | 5,224,149 | |||||||||||
Sale of Class A common stock to Sponsor in private placement (in Shares) | 540,000 | |||||||||||||
Forfeiture of Class B common stock by Sponsor at $0.0001 par value | $ (8) | 8 | ||||||||||||
Forfeiture of Class B common stock by Sponsor at $0.0001 par value (in Shares) | [2] | |||||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | (5,248,470) | (7,790,102) | (13,038,572) | |||||||||||
Stock-based compensation | 146,555 | 146,555 | ||||||||||||
Net income (loss) | (1,707,845) | (1,707,845) | (12,728) | (12,728) | (12,728) | |||||||||
Foreign currency translation adjustment | (744) | (744) | (744) | |||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | 6,188 | 6,188 | 6,188 | |||||||||||
Balance at Dec. 31, 2021 | $ 54 | $ 625 | 146,555 | (9,499,368) | (9,352,134) | 2,084 | (18,233) | (10,381) | (26,530) | (26,530) | ||||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | ||||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | (195,966) | (4,228,049) | (4,424,015) | |||||||||||
Stock-based compensation | 49,411 | 49,411 | ||||||||||||
Net income (loss) | 3,412,413 | 3,412,413 | ||||||||||||
Balance at Mar. 31, 2022 | $ 54 | $ 625 | (10,315,004) | (10,314,325) | ||||||||||
Balance (in Shares) at Mar. 31, 2022 | 540,000 | 6,250,000 | ||||||||||||
Balance at Dec. 31, 2021 | $ 54 | $ 625 | 146,555 | (9,499,368) | (9,352,134) | 2,084 | (18,233) | (10,381) | (26,530) | (26,530) | ||||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | ||||||||||||
Net income (loss) | 3,566,429 | (6,796) | (6,796) | (6,796) | ||||||||||
Foreign currency translation adjustment | 3,569 | 3,569 | 3,569 | |||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | 1,934 | 1,934 | 1,934 | |||||||||||
Balance at Sep. 30, 2022 | $ 54 | $ 625 | (11,137,821) | (11,137,142) | (4,712) | (14,664) | (8,447) | (27,823) | ||||||
Balance (in Shares) at Sep. 30, 2022 | 540,000 | 6,250,000 | ||||||||||||
Balance at Dec. 31, 2021 | $ 54 | $ 625 | 146,555 | (9,499,368) | (9,352,134) | 2,084 | (18,233) | (10,381) | (26,530) | (26,530) | ||||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | ||||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | (195,966) | (5,204,882) | (5,400,848) | |||||||||||
Stock-based compensation | 49,411 | 49,411 | ||||||||||||
Sponsor loans extinguishment | 694,592 | 694,592 | ||||||||||||
Net income (loss) | 2,393,519 | 2,393,519 | (7,929) | (7,929) | (7,929) | |||||||||
Foreign currency translation adjustment | 444 | 444 | 444 | |||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | 7,083 | 7,083 | 7,083 | |||||||||||
Balance at Dec. 31, 2022 | $ 54 | $ 625 | 694,592 | (12,310,731) | (11,615,460) | (5,845) | (17,789) | (3,298) | (26,932) | (26,932) | ||||
Balance (in Shares) at Dec. 31, 2022 | 540,000 | 6,250,000 | ||||||||||||
Balance at Mar. 31, 2022 | $ 54 | $ 625 | (10,315,004) | (10,314,325) | ||||||||||
Balance (in Shares) at Mar. 31, 2022 | 540,000 | 6,250,000 | ||||||||||||
Net income (loss) | 965,436 | 965,436 | ||||||||||||
Other comprehensive income (loss) | (329,250) | (329,250) | ||||||||||||
Balance at Jun. 30, 2022 | $ 54 | $ 625 | (9,349,568) | (329,250) | (9,678,139) | |||||||||
Balance (in Shares) at Jun. 30, 2022 | 540,000 | 6,250,000 | ||||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | (976,833) | (976,833) | ||||||||||||
Net income (loss) | (811,420) | (811,420) | (5,302) | |||||||||||
Other comprehensive income (loss) | 329,250 | 329,250 | ||||||||||||
Foreign currency translation adjustment | 1,863 | |||||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | 1,103 | |||||||||||||
Balance at Sep. 30, 2022 | $ 54 | $ 625 | (11,137,821) | (11,137,142) | (4,712) | (14,664) | (8,447) | (27,823) | ||||||
Balance (in Shares) at Sep. 30, 2022 | 540,000 | 6,250,000 | ||||||||||||
Balance at Dec. 31, 2022 | $ 54 | $ 625 | 694,592 | (12,310,731) | (11,615,460) | (5,845) | (17,789) | (3,298) | (26,932) | (26,932) | ||||
Balance (in Shares) at Dec. 31, 2022 | 540,000 | 6,250,000 | ||||||||||||
Share conversion | $ 500 | [3] | $ (500) | [3] | ||||||||||
Share conversion (in Shares) | [3] | 5,000,000 | (5,000,000) | |||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | (242,210) | (242,210) | ||||||||||||
Net income (loss) | (1,593,525) | (1,593,525) | ||||||||||||
Balance at Mar. 31, 2023 | $ 554 | $ 125 | 452,382 | (13,904,256) | (13,451,195) | |||||||||
Balance (in Shares) at Mar. 31, 2023 | 5,540,000 | 1,250,000 | ||||||||||||
Balance at Dec. 31, 2022 | $ 54 | $ 625 | 694,592 | (12,310,731) | (11,615,460) | (5,845) | (17,789) | (3,298) | (26,932) | (26,932) | ||||
Balance (in Shares) at Dec. 31, 2022 | 540,000 | 6,250,000 | ||||||||||||
Net income (loss) | (21,024,584) | (5,951) | (5,951) | (5,951) | ||||||||||
Classification adjustment | (18,987) | 18,987 | ||||||||||||
Foreign currency translation adjustment | 154 | 154 | 154 | |||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | (56) | (56) | (56) | |||||||||||
Balance at Sep. 30, 2023 | $ 554 | $ 125 | 328,730 | (33,335,315) | (33,005,906) | (30,782) | 1,352 | (3,354) | (32,784) | (32,784) | ||||
Balance (in Shares) at Sep. 30, 2023 | 5,540,000 | 1,250,000 | ||||||||||||
Balance at Mar. 31, 2023 | $ 554 | $ 125 | 452,382 | (13,904,256) | (13,451,195) | |||||||||
Balance (in Shares) at Mar. 31, 2023 | 5,540,000 | 1,250,000 | ||||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | (154,338) | (154,338) | ||||||||||||
Net income (loss) | (386,084) | (386,084) | ||||||||||||
Balance at Jun. 30, 2023 | $ 554 | $ 125 | 298,044 | (14,290,340) | (13,991,617) | |||||||||
Balance (in Shares) at Jun. 30, 2023 | 5,540,000 | 1,250,000 | ||||||||||||
Accretion of redeemable shares of Class A common stock to redemption value | 30,686 | 30,686 | ||||||||||||
Net income (loss) | (19,044,975) | (19,044,975) | (2,887) | |||||||||||
Foreign currency translation adjustment | 853 | |||||||||||||
Net unrealized pension actuarial gains (losses) , net of tax | 147 | |||||||||||||
Balance at Sep. 30, 2023 | $ 554 | $ 125 | $ 328,730 | $ (33,335,315) | $ (33,005,906) | $ (30,782) | $ 1,352 | $ (3,354) | $ (32,784) | $ (32,784) | ||||
Balance (in Shares) at Sep. 30, 2023 | 5,540,000 | 1,250,000 | ||||||||||||
[1]This number includes up to 825,000 -allotment -for-1 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Net Parent Investment and Stockholders’ Deficit (Unaudited) (Parentheticals) | Dec. 31, 2021 $ / shares |
Total Net Parent Investment | |
Forfeiture of common stock by sponsor at par value | $ 0.0001 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||||
Net income (loss) | $ (5,951) | $ (6,796) | $ (7,929) | $ (12,728) | $ (28,377) |
Depreciation | 2,662 | 2,865 | 3,779 | 4,159 | 4,624 |
Amortization of developed technology | 237 | 294 | 489 | ||
Amortization of intangible assets | 289 | 474 | 379 | 451 | 1,220 |
Interest expense on sponsor loans and mandatorily redeemable Class A common stock | 300 | 300 | 100 | ||
Credit loss expense | 271 | 100 | |||
Provision for doubtful accounts | 181 | 216 | 259 | ||
Unrealized foreign currency losses | 215 | 4,016 | 1,550 | 2,513 | 1,950 |
Loss on sale of property, plant and equipment | 97 | ||||
Loss on disposal of assets | 82 | 1,565 | 47 | ||
Gain on sales of assets | (2,226) | ||||
Change in deferred income taxes | (357) | 1,045 | 1,668 | 3,003 | 2,160 |
Change in operating assets and liabilities | |||||
Accounts receivable | 2,874 | (1,832) | (3,369) | 3,707 | 3,945 |
Inventories | 326 | (1,371) | (688) | 939 | 237 |
Prepaid expense and other assets | 1,125 | 1,760 | 4,253 | 6,414 | 1,205 |
Accounts payable | (2,599) | 1,073 | 3,834 | 1,573 | (620) |
Related parties payable | (2,246) | 2,786 | 14,073 | 9,849 | 1,384 |
Accrued expenses and other liabilities | 4,758 | (5,950) | (7,727) | (23,964) | 17,581 |
Deferred revenue | 790 | 1,730 | 510 | (524) | (1,028) |
Customer deposits | (414) | (991) | (943) | 1,722 | 325 |
Net cash provided by (used in) operating activities | 1,743 | (994) | 9,890 | (3,037) | 5,401 |
Cash flows from investing activities | |||||
Purchase of property, plant and equipment | (2,254) | (4,161) | (6,366) | (1,915) | (2,189) |
Proceeds from sale of property, plant and equipment | 3,068 | ||||
Net cash provided by (used in) investing activities | (2,254) | (4,161) | (6,366) | 1,153 | (2,189) |
Cash flows from financing activities | |||||
Revolver borrowings | 123,079 | 144,216 | 90,213 | ||
Revolver paydowns | (124,291) | (146,968) | (82,223) | ||
Borrowings under secured borrowing facility | 87,769 | 94,742 | |||
Principal repayment on borrowings under secured borrowing facility | (90,357) | (93,601) | |||
Principal payments on long-term obligations | (690) | (829) | (271) | (618) | |
Proceeds from Credit Facility | 1,732 | ||||
Principal payments on finance leases | (660) | (847) | (1,021) | (1,600) | (1,144) |
Proceeds from related party – Sponsor loan | 3,627 | 7,052 | 8,309 | 9,807 | 10,606 |
Net cash provided by (used in) financing activities | (3,938) | 294 | (1,329) | (4,623) | 6,228 |
Effect of exchange rates on cash | (205) | 3,457 | 2,369 | 166 | (3,574) |
Net increase (decrease) in cash and equivalents | (4,654) | (1,404) | 4,562 | (6,341) | 5,866 |
Cash and equivalents, beginning of period | 7,473 | 2,910 | 2,910 | 9,251 | 3,385 |
Cash and equivalents, end of period | 2,819 | 1,506 | 7,473 | 2,910 | 9,251 |
Supplemental disclosure of non-cash financing activities: | |||||
Income tax payments, net of refunds received | 1,112 | 1,323 | 1,288 | (130) | 710 |
Interest paid | 1,309 | 2,155 | 3,028 | 2,909 | 2,906 |
CF ACQUISITION CORP. VIII | |||||
Cash flows from operating activities | |||||
Net income (loss) | (21,024,584) | 3,566,429 | 2,393,519 | (1,707,845) | |
Stock-based compensation | 49,411 | 49,411 | 146,555 | ||
General and administrative expenses paid by related party | 834,504 | 1,487,194 | 2,040,571 | 178,877 | |
Interest income on cash and investments held in the Trust Account | (753,119) | (956,908) | (1,240,443) | (17,673) | |
Interest expense on sponsor loans and mandatorily redeemable Class A common stock | 788,591 | 689,606 | 1,054,486 | ||
Changes in fair value of warrant liability | 1,417,470 | (4,725,538) | (5,121,408) | (3,016,913) | |
Changes in fair value of FPS liability | 17,546,038 | (248,606) | 497,689 | 2,006,526 | |
Change in operating assets and liabilities | |||||
Prepaid expense and other assets | 615,566 | 291,918 | |||
Related parties payable | 570,844 | ||||
Prepaid expenses | 707,914 | 810,931 | |||
Accrued expenses and other liabilities | 513,251 | (525,068) | (159,456) | 1,347,711 | |
Franchise tax payable | (30,065) | (147,451) | (129,935) | 200,000 | |
Net cash provided by (used in) operating activities | |||||
Cash flows from investing activities | |||||
Cash deposited in the Trust Account | (344,781) | (5,400,847) | (5,400,847) | (250,000,000) | |
Proceeds from the Trust Account to pay franchise taxes | 230,115 | 264,301 | 292,469 | ||
Proceeds from the Trust Account to pay income taxes | 112,000 | ||||
Proceeds from the Trust Account to repay bank overdraft facility | 62,406 | ||||
Proceeds from the Trust Account to redeem Public Shares | 24,304,031 | 224,920,621 | 224,920,621 | ||
Sale of cash equivalents held in the Trust Account | 224,056,750 | 224,056,750 | |||
Purchase of cash equivalents held in the Trust Account | (225,000,000) | (225,000,000) | |||
Purchase of available-for-sale debt securities held in the Trust Account | (224,056,750) | (224,056,750) | |||
Maturity of available-for-sale debt securities held in the Trust Account | 225,000,000 | 225,000,000 | |||
Net cash provided by (used in) investing activities | 24,363,771 | 219,784,075 | 219,812,243 | (250,000,000) | |
Cash flows from financing activities | |||||
Proceeds from related party – Sponsor loan | 1,376,189 | 7,416,422 | 7,795,448 | 734,425 | |
Proceeds received from initial public offering | 250,000,000 | ||||
Redemption payment for Public Shares | (24,366,437) | (224,920,621) | (224,920,621) | ||
Proceeds received from private placement | 5,400,000 | ||||
Offering costs paid | (4,897,322) | ||||
Payment of related party payable | (1,349,677) | (2,039,688) | (2,670,916) | (1,237,103) | |
Utilization of bank overdraft facility | 62,406 | ||||
Repayment of bank overdraft facility | (62,406) | ||||
Net cash provided by (used in) financing activities | (24,339,925) | (219,543,887) | (219,796,089) | 250,000,000 | |
Net change in cash | 23,846 | 240,188 | 16,154 | ||
Cash and equivalents, beginning of period | 41,154 | 25,000 | 25,000 | 25,000 | |
Cash and equivalents, end of period | 65,000 | 265,188 | 41,154 | 25,000 | $ 25,000 |
Supplemental disclosure of non-cash financing activities: | |||||
Prepaid expenses paid with payables to related party | 515,173 | $ 59,500 | $ 1,058,225 | ||
Cash paid for income taxes | $ 112,000 |
Description of the Business
Description of the Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of the Business [Line Items] | ||
Description of the Business | 1. Description of the Business XBP Europe, Inc. (“XBP”, “the Business” or “our”) is a pan -European -wide The Business provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and operations partner for its clients’ strategic journeys and streamlining their complex, disconnected payment processes. The Business serves over 2,000 clients across Europe, the Middle East and Africa (“EMEA”). The Business client relationships span multiple industries, including banking, healthcare, insurance, and the public sector. The Business is able to deploy its solutions to clients in any EMEA market due to its cloud -based Merger/Business Combination with CF Acquisition Corp. VIII On October -owned The Merger Agreement contains customary representations, warranties, closing conditions and other terms relating to the business combination. The transaction is expected to close in the second half of 2023, subject to approval from CF VIII shareholders. | |
CF ACQUISITION CORP VIII [Member] | ||
Description of the Business [Line Items] | ||
Description of the Business | Note 1 — Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VIII (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced operations. All activity through September 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the nine months ended September 30, 2023 and the three and nine months ended September 30, 2022, the Company generated non -operating -operating -operating The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over -allotment -fourth Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,400,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of the Private Placement Units on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, which were initially invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus be subject to regulation under the Investment Company Act, on March 16, 2023, the 24 -month -bearing Merger Agreement with XBP Europe, Inc. — The board of directors and stockholders of the Company have approved the Merger and the XBP Europe Business Combination. The closing of the XBP Europe Business Combination is subject to customary closing conditions, including the receipt of certain regulatory approvals. Certain existing agreements of the Company, including, but not limited to, the business combination marketing agreement, have been or will be amended or amended and restated in connection with the XBP Europe Business Combination, all as further described in the definitive proxy statement filed by the Company with the SEC on August 4, 2023 (the “XBP Europe Proxy Statement”). For more information related to the XBP Europe Business Combination, reference should be made to the Form 8 -K Initial Business Combination -transaction The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of the Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of the Business Combination with respect to the Company’s warrants. The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of the Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing the Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with the Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of the Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. On August 24, 2023, the Company held a special meeting of stockholders (the “Special Meeting”) in connection with the XBP Europe Business Combination, at which the stockholders approved the XBP Europe Business Combination. The closing of the XBP Europe Business Combination is subject to customary closing conditions, including the receipt of certain regulatory approvals. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -business Forward Purchase Contract -transaction Failure to Consummate a Business Combination Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share On March 8, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate the Business Combination from March 16, 2022 to September 30, 2022 (the “First Extension”). In connection with the First Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate amount of $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) (the “First Extension Loan”). The proceeds of the First Extension Loan were deposited into the Trust Account on March 9, 2022. On September 27, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of the expiration of the period in which the Company has to consummate the Business Combination from September 30, 2022 to March 16, 2023 (the “Second Extension”). In connection with the Second Extension, on September 30, 2022, the Sponsor loaned the Company an aggregate amount of $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) (the “Second Extension Loan”). The proceeds of the Second Extension Loan were deposited into the Trust Account on September 30, 2022. On March 14, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of the expiration of the period in which the Company has to consummate the Business Combination from March 16, 2023 to September 16, 2023 or an earlier date determined by the board of directors of the Company (the “Third Extension”). In connection with the Third Extension, the Sponsor loaned the Company an aggregate amount of $344,781 (the “Third Extension Loan”). In connection with the stockholder vote to approve the Third Extension, 1,523,509 Public Shares were redeemed at approximately $10.69 a share, resulting in a reduction of $16,290,945 in the amount held in the Trust Account. On September 14, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of the expiration of the period in which the Company has to consummate the Business Combination from September 16, 2023 to March 16, 2024 or an earlier date determined by the board of directors of the Company (the “Fourth Extension,” and together with the First Extension, the Second Extension and the Third Extension, the “Extensions”). In connection with the stockholder vote to approve the Fourth Extension, 730,270 Public Shares were redeemed at approximately $11.06 a share, resulting in a reduction of $8,075,492 in the amount held in the Trust Account. Each of the First Extension Loan, the Second Extension Loan and the Third Extension Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. The XBP Europe Business Combination is anticipated to close during the Combination Period. If the XBP Europe Business Combination does not close during the Combination Period, the Company may seek approval from its stockholders to further extend the Combination Period. The initial stockholders have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete the Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s underwriters and independent registered public accounting firm. Liquidity and Capital Resources As of September 30, 2023 and December 31, 2022, the Company had $65,000 and approximately $41,200, respectively, of cash in its operating account. As of September 30, 2023 and December 31, 2022, the Company had a working capital deficit of approximately $11,566,000 and $9,209,000, respectively. As of September 30, 2023 and December 31, 2022, approximately $228,000 and $276,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through September 30, 2023 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre -IPO -IPO On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited into the Trust Account. On June 30, 2022, the Company entered into a Working Capital Loan (the “First Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor has made to the Company for working capital expenses, which First Working Capital Loan has been fully drawn by the Company. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited into the Trust Account. On October 14, 2022, the Company entered into a second Working Capital Loan with the Sponsor in the amount of up to $750,000 (the “Second Working Capital Loan”) in connection with advances the Sponsor has made to the Company for working capital expenses, which Second Working Capital Loan has been fully drawn by the Company. On March 15, 2023, the Company entered into the Third Extension Loan with the Sponsor, pursuant to which the Sponsor loaned the Company $344,781 in the aggregate. On March 31, 2023, the Company entered into a third Working Capital Loan with the Sponsor in the amount of up to $500,000 (the “Third Working Capital Loan”) in connection with advances the Sponsor has made to the Company for working capital expenses, which Third Working Capital Loan has been fully drawn by the Company. On August 31, 2023, the Company entered into a fourth Working Capital Loan with the Sponsor in the amount of up to $300,000 (the “Fourth Working Capital Loan”) in connection with advances the Sponsor has made and will make to the Company for working capital expenses. Each of the First Extension Loan, the First Working Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan, the Third Working Capital Loan and the Fourth Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the Sponsor Loan, the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the Fourth Working Capital Loan, the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. As of September 30, 2023 and December 31, 2022, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $9,906,000 and $8,200,000, respectively. As of September 30, 2023 and December 31, 2022, the face amounts of these loans were approximately $9,906,000 and $8,500,000, respectively. See “Related Party Loans” Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2023 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Form 10 -K -K Principles of Consolidation The unaudited condensed consolidated financial statements of the Company include its wholly -owned Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205 -40 Presentation of Financial Statements — Going Concern -share Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023 -2 Initial Guidance Regarding the Application of the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code | Note 1 — Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VIII (the “Company”) was incorporated in Delaware on July 8, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. During the years ended December 31, 2022 and 2021, the Company generated non -operating -operating The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over -allotment -fourth Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,400,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of the Private Placement Units on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 On March 16, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest -bearing Merger Agreement with XBP Europe, Inc. — The board of directors of the Company has unanimously approved the Merger and the XBP Europe Business Combination. The closing of the XBP Europe Business Combination will require the approval of the stockholders of the Company and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. Certain existing agreements of the Company, including, but not limited to, the business combination marketing agreement, have been or will be amended or amended and restated in connection with the XBP Europe Business Combination, all as further described in the proxy statement initially filed by the Company with the SEC on February 13, 2023 (as amended from time to time, the “XBP Europe Proxy Statement”). For more information related to the XBP Europe Business Combination, reference should be made to the Form 8 -K Initial Business Combination — -transaction The Company will provide the holders of the Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre -business Forward Purchase Contract -transaction Failure to Consummate a Business Combination -share public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On March 8, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from March 16, 2022 to September 30, 2022 (the “First Extension”). In connection with the approval of the First Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate amount of $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) (the “First Extension Loan”). The proceeds of the First Extension Loan were deposited in the Trust Account on March 9, 2022. The First Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. On September 27, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from September 30, 2022 to March 16, 2023 (the “Second Extension” and, together with the First Extension, the “Extensions”). In connection with the approval of the Second Extension, on September 30, 2022, the Sponsor loaned the Company an aggregate amount of $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) (the “Second Extension Loan”). The proceeds of the Second Extension Loan were deposited in the Trust Account on September 30, 2022. The Second Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Extension Loan and the Second Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. If consummated, the XBP Europe Business Combination would be a Business Combination that is anticipated to close in 2023. If the Merger is not closed during the Combination Period, the Company may seek approval from its stockholders to further extend the Combination Period. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of December 31, 2022 and 2021, the Company had approximately $41,200 and $25,000, respectively, of cash in its operating account. As of December 31, 2022 and 2021, the Company had a working capital deficit of approximately $9,209,000 and $2,634,000, respectively. As of December 31, 2022 and 2021, approximately $276,000 and $18,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through December 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre -IPO -IPO On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited in the Trust Account. On June 30, 2022, the Company entered into a Working Capital Loan (the “First Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which First Working Capital Loan has been fully drawn by the Company. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited in the Trust Account. On October 14, 2022, the Company entered into a second Working Capital Loan with the Sponsor in the amount of up to $750,000 (the “Second Working Capital Loan”) in connection with advances the Sponsor will make to the Company for working capital expenses. Each of the First Extension Loan, the First Working Capital Loan, the Second Extension Loan and the Second Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Working Capital Loan, the Second Working Capital Loan, the First Extension Loan and the Second Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. As of December 31, 2022 and 2021, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $8,200,000 and $734,000, respectively. As of December 31, 2022 and 2021, the face amounts of these loans were approximately $8,500,000 and $734,000, respectively. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Principles of Consolidation The consolidated financial statements of the Company include its wholly -owned Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205 -40 Presentation of Financial Statements — Going Concern -share Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax depending on a number of factors. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023 -2 Initial Guidance Regarding the Application of the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Basis of Presentation and Summary of Significant Accounting Policies | 3. The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying condensed combined and consolidated financial statements. Significant Accounting Policies The information presented below supplements the Significant Accounting Policies information presented in the notes to XBP Europe, Inc. combined and consolidated financial statements as of and for the year ended December Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Revenue is measured as the amount of consideration that is expected to receive in exchange for transferring goods or providing services. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of the Company’s material sources of revenue are derived from contracts with customers, primarily relating to the provision of business and transaction processing services within each of the Company segments. The Company does not have any significant extended payment terms, as payment is received shortly after goods are delivered or services are provided. Nature of Services The primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. The Company’s promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. The variable fees are allocated to the single performance obligation charged to the distinct service period in which the Company has the contractual right to bill under the contract. Revenue from the sale of recurring software licenses is recognized ratably over the contractual term, unless perpetual licenses are granted or a noncancelable license is granted for a nonrefundable fee, which are recognized at a point in time. Professional services revenue consists of implementation services for new customers, or implementations of new products for existing customers. Professional services are typically sold on a time -and-materials Revenue from the sale of hardware solutions is recognized on a point in time basis and related maintenance are recognized ratably over the contractual term. Disaggregation of Revenues The following tables disaggregate revenue from contracts by geographic region for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended 2023 2022 2023 2022 France $ 12,659 $ 15,006 $ 44,564 $ 50,471 Germany 13,639 10,880 32,319 41,462 United Kingdom 7,482 7,686 26,903 24,291 Sweden 3,409 3,645 13,392 13,644 Other 2,989 1,836 8,072 6,854 Total Combined Revenue $ 40,178 $ 39,053 $ 125,250 $ 136,722 Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at September 30, 2023 and December 31, 2022: (dollars in thousands) September 30, December 31, Accounts receivable, net $ 32,454 $ 35,977 Deferred revenues 6,448 5,660 Customer deposits 635 1,061 Costs to obtain and fulfill a contract 7 44 Accounts receivable, net includes $10.4 Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where the Company received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. The Company recognized revenue of $0.5 Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight -line -40-25-4 Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed. Performance Obligations At the inception of each contract, the Company assesses the goods and services promised in the Company’s contracts and identifies each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post -implementation When evaluating the transaction price, the Company analyzes, on a contract -by-contract Reimbursements from customers, such as postage costs, are included in revenue, while the related costs are included in cost of revenue. Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under ASC 606, the Company did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of the Company’s contracts. The Company has certain non -cancellable (dollars in thousands) Remainder of 2023 $ 2,563 2024 3,448 2025 283 2026 and thereafter 154 Total $ 6,448 | 2. Basis of Presentation and Summary of Significant Accounting Policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying combined and consolidated financial statements. Basis of Presentation Throughout the period covered by the combined and consolidated financial statements, the Business operated as part of Exela Technologies, Inc. (“Exela” or “Parent”). Consequently, stand -alone -alone The combined and consolidated statements of operations and comprehensive loss include all revenues and costs directly attributable to XBP, including costs for facilities, functions and services used by XBP. Costs for certain functions and services such as accounting, finance and IT delivered by Exela are directly charged to XBP based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, usage or other allocation methods. Current and deferred income taxes have been determined based on the stand -alone All intercompany transactions and balances within the Business have been eliminated. The combined and consolidated financial statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business. Transactions with affiliated companies owned by Exela or its subsidiaries which are not a part of the Business are reflected as related party transactions. All of the allocations and estimates in the combined and consolidated financial statements are based on assumptions that management of Exela believes are reasonable. However, the combined and consolidated financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Business in the future or if the Business had been a separate, stand -alone Actual costs that would have been incurred if XBP had been a stand -alone Use of Estimates in Preparation of the Combined and Consolidated Financial Statements Estimates and judgments relied upon in preparing these combined and consolidated financial statements include revenue recognition for multiple element arrangements, allowance for doubtful accounts, inventory obsolescence costs, income taxes, depreciation, amortization, employee benefits, contingencies, goodwill, intangible assets, right of use assets and obligation, pension obligations, pension assets, and asset and liability valuations. The Business regularly assesses these estimates and records changes in estimates in the period in which they become known. The Business bases its estimates on historical experience and various other assumptions that the Business believes to be reasonable under the circumstances. Actual results could differ from those estimates. Segment Reporting The Business consists of two segments: 1. 2. Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments with original maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoice amount less an estimate made for doubtful accounts. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Business specifically analyzes accounts receivable and historical bad debts, customer credit -worthiness Inventories Inventories primarily include heavy -duty Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight -line Intangible Assets Customer Relationships Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 to 16 years depending on facts and circumstances. These intangible assets are primarily amortized straight -line Developed Technology The Business has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Business in providing solutions to customers and is recorded as an intangible asset. The Business amortizes developed technology on a straight -line Capitalized Software Costs The Business capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985 -20 Software — Costs of Software to Be Sold, , or Marketed -use -40 Intangibles — Goodwill and Other — Internal -Use Software -line Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight -line and set -up Impairment of Long-Lived Assets The Business reviews the recoverability of its long -lived -lived The Business did not record any impairment related to its property, plant, and equipment, customer relationships, developed technology, capitalized software cost or outsourced contract costs for the years ended December 31, 2022, 2021, and 2020. Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Business’ reporting units are at the operating segment level, for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Business conducts its annual goodwill impairment tests on October 1 st Refer to Note 8- Intangible Assets and Goodwill Benefit Plan Accruals The Business has defined benefit plans in the UK, Germany, Norway and France under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Business records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Business reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. Leases The Business determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right -of-use ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. As most of the Business’ leases do not provide an implicit rate, the Business uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The implicit rate in the lease is used when readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Business will exercise that option. Leases with a term of one year or less are not recorded on the balance sheet. Finance lease ROU assets are amortized over the lease term or the useful life of the asset, whichever is shorter. The amortization of finance lease ROU assets is recorded in depreciation expense in the combined and consolidated statements of operations and comprehensive loss. For operating leases, expense is recognized for lease payments on a straight -line Revenue Recognition The Business accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers Nature of Services The primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. The Business’ promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. The variable fees are allocated to the single performance obligation charged to the distinct service period in which the Business has the contractual right to bill under the contract. Revenue from the sale of recurring software licenses is recognized ratably over the contractual term, unless perpetual licenses are granted, which are recognized at a point in time. Professional services revenue consists of implementation services for new customers, or implementations of new products for existing customers. Professional services are typically sold on a time -and-materials Revenue from the sale of hardware solutions is recognized on a point in time basis and related maintenance are recognized ratably over the contractual term. Disaggregation of Revenues The following tables disaggregate revenue from contracts by geographic region for the years ended December 31, 2022, 2021, and 2020: Year ended December 31, (dollars in thousands) 2022 2021 2020 France $ 66,054 $ 74,305 $ 74,637 Germany 55,668 56,906 62,401 United Kingdom 32,061 39,226 40,839 Sweden 17,640 23,680 24,598 Other 8,926 11,655 14,797 Total Combined Revenue $ 180,349 $ 205,772 $ 217,272 Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2022 and 2021: (dollars in thousands) Balance at Beginning of Period Change December 31, 2021 Change December 31, 2022 Accounts receivable, net $ 41,752 $ (6,643 ) $ 35,109 $ 868 $ 35,977 Deferred revenues 6,398 (638 ) 5,760 (100 ) 5,660 Customer deposits 531 1,616 2,147 (1,086 ) 1,061 Costs to obtain and fulfill a contract 107 (47 ) 60 (16 ) 44 Accounts receivable, net includes $9.5 million and $8.3 million as of December 31, 2022 and 2021, respectively, representing amounts not billed to customers. Unbilled receivables are accrued and represent work performed in accordance with the terms of contracts with customers. Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where the Business received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. The Business recognized revenue of $5.0 Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight -line -40-25-4 Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed. Performance Obligations At the inception of each contract, the Business assesses the goods and services promised in the Business’ contracts and identifies each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post -implementation When evaluating the transaction price, the Business analyzes, on a contract -by-contract Reimbursements from customers, such as postage costs, are included in revenue, while the related costs are included in cost of revenue. Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under ASC 606, the Business did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of the Business’ contracts. The business has certain non -cancellable (dollars in thousands) 2023 $ 2,953 2024 832 2025 669 2026 and thereafter 1,206 Total $ 5,660 Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022, 2021, and 2020, were $0.3 million, $0.2 million, and $0.1 Research and Development Research and development costs are expensed as incurred. Research and development expenses for the years ended December Restructuring Charges Restructuring charges for exit and disposal activities are recognized when the liability is incurred. The liability for the restructuring charge associated with an exit or disposal activity is measured initially at its fair value. Restructuring charges for the years ended December Income Taxes The Business accounts for income taxes by using the asset and liability method. The Business accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to uncertain tax positions in income tax expense in the consolidated statements of operations and comprehensive loss. Deferred income taxes are recognized on the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as determined under tax laws and rates. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Business did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets are more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are likely to be realized. Therefore, partial valuation allowances were established against a portion of the Business’ deferred tax assets. In the event the Business determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the net deferred tax assets would be recognized as a component of income tax expense through continuing operations. The Business engages in transactions (i.e. acquisitions) in which the tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Therefore, judgment is required by the Business in assessing and estimating the tax consequences of these transactions. While the Business’ tax returns are prepared and based on the Business’ interpretation of tax laws and regulations, in the normal course of business the tax returns are subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional tax, interest and penalties. For purposes of the Business’ income tax provision, a tax benefit is not recognized if the tax position is not more likely than not to be sustained based solely on its technical merits. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Refer to Note 11 Loss Contingencies The Business reviews the status of each significant matter, if any, and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Business accrues a liability for the estimated loss. Judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to loss contingencies, accruals are based on the best information available at the time. As additional information becomes available, the Business reassesses the potential liability related to its pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position of the Business. Our liabilities exclude any estimates for legal costs not yet incurred associated with handling these matters. Foreign Currency Translation The Business has determined all international subsidiaries’ functional currency is the local currency. These assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. Included as foreign exchange losses, net in the combined and consolidated statements of operations and comprehensive loss are net exchange loss of $1.2 million, $1.2 million and $2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. Fair Value Measurements The Business records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Refer to Note 12 — Employee Benefit Plans and Note 14 — Fair Value Measurement Concentration of Credit Risk Financial instruments that potentially subject the Business to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Business maintains its cash and cash equivalents and certain other financial instruments with highly rated financial institutions and limits the amount of credit exposure with any one financial institution. From time to time, the Business assesses the credit worthiness of its customers. Credit risk on trade receivables is minimized because of the large number of entities comprising our client base and their dispersion across many industries and geographic areas. The Business generally has not experienced any material losses related to receivables from any individual customer or groups of customers. The Business does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in our accounts receivable, net. The Business does not have any significant customers that account for 10% or more of the total combined revenues. Recently Adopted Accounting Pronouncements Effective January -05 Lessors — Certain Leases with Variable Lease Payments Effective January 1, 2021, the Business adopted ASU no. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Effective March 12, 2020, the Business adopted ASU no. 2020 -04 Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Effective March 9, 2020, the Business adopted ASU no. 2020 -03 Codification Improvements to Financial Instruments Effective January 1, 2020, the Business adopted ASU no. 2018 -13 Fair Value Measurement (Topic 82 Effective January 1, 2020, the Business adopted ASU no. 2018 -14 Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans adding certain disclosures identified as relevant. ASU 2018 -14 Effective January 1, 2020, the Business adopted ASU no. 2018 -15 Intangibles, Goodwill, and Other — Internal Use Software (Subtopic 350 -40 ): Customer’s accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract. -use -use -40 Recently Issued Accounting Pronouncements In September 2022, the FASB issued ASU 2022 -04 -50 In October 2021, the FASB issued ASU no. 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -20 In June 2016, the FASB issued ASU no. 2016 -13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, -looking -05 Financial Instruments — Credit Losses (Topic 326) -11 Codification Improvements to Topic 326, Financial Instruments — Credit Losses -effect |
CF ACQUISITION CORP VIII [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability and sponsor loans liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term The Company’s investments held in the Trust Account as of December 31, 2022 were comprised of cash equivalents. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed consolidated balance sheets. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and nine months ended September 30, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging , -in -classified The Company accounts for the warrants and FPS in accordance with guidance in ASC 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470 -20 Debt — Debt with Conversion and Other Options Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of approximately $210,000 and $459,000 in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 706,319 and 2,960,098 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid -in In connection with stockholder approval of the XBP Europe Business Combination, holders of 669,661 Public Shares have validly tendered their shares for redemption upon consummation of the XBP Europe Business Combination for a pro rata portion of the funds in the Trust Account (excluding Public Shares validly tendered for redemption in connection with the XBP Europe Business Combination but which were redeemed prior to the consummation of the XBP Europe Business Combination in connection with the Fourth Extension). Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share -class -rata The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (3,060,705 ) $ (13,041,658 ) $ (2,942,612 ) $ (610,725 ) $ (15,961 ) $ (184,734 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,300,165 5,540,000 1,250,000 20,662,249 540,000 6,250,000 Basic and diluted net loss per share of common stock $ (2.35 ) $ (2.35 ) $ (2.35 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (4,345,697 ) $ (10,763,684 ) $ (5,915,203 ) $ 2,733,787 $ 66,219 $ 766,423 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,769,140 4,381,912 2,408,088 22,293,390 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (2.46 ) $ (2.46 ) $ (2.46 ) $ 0.12 $ 0.12 $ 0.12 Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not No amounts were accrued for the payment of interest and penalties as of both September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start -up -up Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 — Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability, and sponsor loans liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the years ended December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging -in -classified The Company accounts for the warrants and FPS in accordance with guidance in ASC 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470 -20 Debt — Debt with Conversion and Other Options Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $689,606 in the consolidated statement of operations for the year ended December 31, 2022. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 2,960,098 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid -in Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share -class -rata The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended For the Year Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 1,722,236 $ 53,386 $ 617,897 $ (1,286,468 ) $ (27,788 ) $ (393,589 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 17,420,341 540,000 6,250,000 19,931,507 430,521 6,097,945 Basic and diluted net income (loss) per share of common stock $ 0.10 $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) $ (0.06 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not No amounts were accrued for the payment of interest and penalties as of both December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start -up December 31, 2022 and 2021 was 4.4% and 0%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start -up Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Inventories
Inventories | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Inventories [Abstract] | ||
Inventories | 5. Inventories, net consists of the finished goods inventory, net of $2.3 million and $2.1 million of allowance for obsolescence as of September 30, 2023 and December 31, 2022, respectively. Our allowance for obsolescence is based on a policy developed by historical experience and management judgment. | 3. Inventories Inventories, net consist of the following: December 31, (dollars in thousands) 2022 2021 Finished goods $ 6,607 $ 6,135 Allowance for obsolescence (2,081 ) (2,042 ) Total inventories, net $ 4,526 $ 4,093 Finished goods inventory includes of $2.1 million and $2.0 million of allowance for obsolescence as of December 31, 2022 and 2021, respectively. Our allowance for obsolescence is based on a policy developed by historical experience and management judgment. |
Accounts Receivable
Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Credit Loss, Additional Improvements [Abstract] | ||
Accounts Receivable | 4. Accounts receivable, net consists of the following: (dollars in thousands) September 30, December 31, Billed receivables $ 23,298 $ 28,704 Unbilled receivables 10,357 9,639 Less: Allowance for credit losses (1,200 ) (2,366 ) Total accounts receivable, net $ 32,454 $ 35,977 Unbilled receivables represent balances recognized as revenue that have not been billed to the customer. Our allowance for doubtful accounts is based on a policy developed by historical experience and management judgment. Adjustments to the allowance for credit losses may occur based on market conditions or specific client circumstances. | 4. Accounts Receivable Accounts receivable, net consist of the following: December 31, (dollars in thousands) 2022 2021 Billed receivables $ 28,704 $ 28,285 Unbilled receivables 9,639 8,271 Less: Allowance for doubtful accounts (2,366 ) (1,447 ) Total accounts receivable, net $ 35,977 $ 35,109 Unbilled receivables represent balances recognized as revenue that have not been billed to the customer. Our allowance for doubtful accounts is based on a policy developed by historical experience and management judgment. Adjustments to the allowance for doubtful accounts may occur based on market conditions or specific client circumstances. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, (dollars in thousands) 2022 2021 Prepaid postage $ 2,048 $ 2,406 Prepaid insurance 765 701 Prepaid maintenance 390 793 Government receivables 3,496 3,942 Deferred stock issuance costs 478 — Other prepaids 1,596 2,191 Total prepaid expenses and other current assets $ 8,773 $ 10,033 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 6. Leases The Business leases numerous facilities in Europe. Our facilities house general offices, sales offices, service locations, and production facilities. Substantially all of our operations facilities are leased under long -term Our ROU assets and lease liabilities as of December 31, 2022 and 2021 recorded on the combined and consolidated balance sheets are as follows: December 31, Combined and consolidated balance sheet location (dollars in thousands) 2022 2021 Operating Lease Operating lease right-of-use assets, net $ 5,848 $ 10,383 Current portion of operating lease liabilities 1,796 4,120 Operating lease liabilities, net of current position 3,963 6,255 Finance Lease Finance lease right-of-use assets, net (included in property, plant and equipment, net) 1,345 2,138 Current portion of finance lease liabilities 757 1,073 Finance lease liabilities 658 1,426 Supplemental combined and consolidated balance sheet information related to leases is as follows: December 31, 2022 2021 Weighted-average remaining lease term Operating Leases 4.16 3.98 Finance leases 1.38 2.17 Weighted-average discount rate Operating Leases 8.5 % 8.0 % Finance leases 8.0 % 8.8 % The interest on financing lease liabilities was $0.1 -of-use Maturities of finance and operating lease liabilities based on lease term for the next five years are as follows: (dollars in thousands) Finance Operating Leases 2023 $ 852 $ 2,184 2024 646 1,437 2025 15 1,211 2026 — 794 2027 — 741 2028 and thereafter — 363 Total lease payments 1,513 6,730 Less: Imputed interest (98 ) (971 ) Present value of lease liabilities $ 1,415 $ 5,759 Combined rental expense for all operating leases was $5.4 million, $6.6 million, and $7.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following table summarizes the cash paid and related right -of-use (dollars in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,347 $ 5,336 Financing cash flows from finance leases 1,021 1,600 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases $ 34 $ 1,796 Finance leases 104 286 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Net | 6. Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following: Expected Useful Lives September 30, 2023 December 31, 2022 Buildings and improvements 7 – 40 $ 8,768 $ 8,788 Leasehold improvements Shorter of life of improvement or lease term 960 967 Machinery and equipment 5 – 15 8,374 6,986 Computer equipment and 3 – 8 30,274 29,870 Furniture and fixtures 5 – 15 7,866 7,805 Finance lease right-of-use assets Shorter of life of the asset or lease term 4,196 4,833 60,439 59,249 Less: Accumulated depreciation and amortization (46,328 ) (44,629 ) Total property, plant and equipment, net $ 14,111 $ 14,620 Depreciation expense related to property, plant and equipment was $1.0 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively, and $2.7 million and $2.9 million for the nine months ended September 30, 2023 and 2022, respectively. | 7. Property, Plant and Equipment, Net Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following: (dollars in thousands) Expected Useful Lives December 31, 2022 2021 Buildings and improvements 7 – 40 $ 8,788 $ 5,074 Leasehold improvements Shorter of life of improvement or lease term 967 1,039 Vehicles 5 – 7 — 3 Machinery and equipment 5 – 15 6,986 7,133 Computer equipment and software 3 – 8 29,870 30,958 Furniture and Fixtures 5 – 15 7,805 8,129 Finance lease right-of use assets Shorter of life of the asset or lease term 4,833 5,126 59,249 57,462 Less: Accumulated depression and amortization (44,629 ) (44,448 ) Total property, plant and equipment, net $ 14,620 $ 13,014 Depreciation expense related to property, plant and equipment was $3.7 million, $4.2 million, and $4.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Assets and Goodwill | 7. Intangible Assets Intangible assets are stated at cost or acquisition -date Weighted September 30, 2023 Gross Accumulated Amortization Intangible Asset, net Customer relationships 3.3 $ 3,014 $ (1,822 ) $ 1,192 Outsource contract costs 0.8 404 (400 ) 4 Total intangibles, net $ 3,418 $ (2,222 ) $ 1,196 Weighted December 31, 2022 Gross Accumulated Amortization Intangible Asset, net Customer relationships 5.0 $ 3,049 $ (1,564 ) $ 1,485 Outsource contract costs 1.5 449 (405 ) 44 Total intangibles, net $ 3,498 $ (1,969 ) $ 1,529 ____________ (a) Aggregate amortization expense related to intangibles was $0.1 Goodwill The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approach the markets and interacts with customers. The Company is organized into two segments: Bills and Payments and Technology (See Note 17). Goodwill by reporting segment consists of the following: (dollars in thousands) Balances as at January 1, 2023 Additions Disposals Impairments Currency Adjustments Balances as at September 30, Bills and Payments $ 9,689 $ — $ — $ — $ (98) $ 9,592 Technology 12,373 — — — (124) 12,249 Total $ 22,062 $ — $ — $ — $ (222) $ 21,841 (dollars in thousands) Balances as at January 1, Additions Disposals Impairments Currency Translation Adjustments Balances as at December 31, 2022 Bills and Payments $ 10,447 $ — $ — $ — $ (758 ) $ 9,689 Technology 13,505 — — — (1,132 ) 12,373 Total $ 23,952 $ — $ — $ — $ (1,890 ) $ 22,062 The Company tests for goodwill impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment. XBP monitors changing business conditions as well as industry and economic factors, among others, for events which could trigger the need for an interim impairment analysis. | 8. Intangible Assets and Goodwill Intangibles Intangible assets are stated at cost or acquisition -date (dollars in thousands) Weighted Average Gross Carrying Amount (a) Accumulated Intangible Customer relationships 5 $ 3,049 $ (1,564 ) $ 1,485 Outsource contract costs 1.5 449 (405 ) 44 Internally developed software 0.9 2,485 (2,485 ) — Developed technology — 4,759 (4,759 ) — Total intangibles, net $ 10,742 $ (9,213 ) $ 1,529 (dollars in thousands) Weighted Average Gross Carrying (a) Accumulated Intangible Customer relationships 5 $ 3,232 $ (1,263 ) $ 1,969 Outsource contract costs 2.1 489 (429 ) 60 Internally developed software 0.9 2,777 (2,518 ) 259 Developed technology — 4,759 (4,759 ) — Total intangibles, net $ 11,257 $ (8,969 ) $ 2,288 ____________ (a) In connection with the completion of the annual impairment tests as of October 1, 2022 and 2021, the Business recorded no impairment charge to goodwill. Aggregate amortization expense related to intangibles was $0.6 million, $1.0 million, and $1.7 million for the years ended December 31, 2022, 2021, and 2020, respectively. Estimated intangibles amortization expense for the four years consists of the following: (dollars in thousands Estimated 2023 $ 414 2024 375 2025 372 2026 368 $ 1,529 Goodwill Goodwill by reporting segment consists of the following: (dollars in thousands) Balances as of Additions Disposals Impairments Currency Balances as at Bills and Payments $ 10,447 $ — $ — $ — $ (758 ) $ 9,689 Technology 13,505 — — — (1,132 ) 12,373 Total $ 23,952 $ — $ — $ — (1,890 ) $ 22,062 (dollars in thousands) Balances as of Additions Disposals Impairments Currency Balances as at Bills and Payments $ 11,419 $ — $ (253 ) $ — $ (719 ) $ 10,447 Technology 14,341 — — — (836 ) 13,505 Total $ 25,760 $ — $ (253 ) $ — (1,555 ) $ 23,952 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following: December 31, (dollars in thousands) 2022 2021 Accrued taxes (exclusive of income taxes) $ 10,691 $ 7,284 Accrued professional and legal fees 827 581 Accrued legal reserve for pending litigation 3,977 3,621 Accrued employee related expenses 377 418 Accrued postage and shipping 1,980 2,950 Other accruals 6,872 7,368 Total accrued liabilities $ 24,724 $ 22,222 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | 8. Secured Borrowing Facility On August 25, 2020, certain entities entered into an agreement wherein amounts due from customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of €31.0 million (the “Secured Borrowing Facility”). The proceeds from the Secured Borrowing Facility are determined by the amounts invoiced to our customers. The amounts due from customers are recorded in accounts receivable and the amount due to the third party as a liability, presented under “Current portion of long -term On September -recourse -payment The Company accounted for the transactions under the Amended Factoring Agreement as a sale under ASC 860, Transfers and Servicing -balance During the three and nine months ended September 2019 Credit Agreement In October 2019, a wholly -owned secured Term Loan B facility in an aggregate principal amount of £2.0 million (the “Term Loan B Facility”), and (iii) a secured revolving credit facility in an aggregate principal amount of £5.0 million (the “Revolving Credit Facility”). On December 21, 2022 the UK Subsidiary amended its 2019 Credit Agreement, allowing the UK subsidiary to affirm to extend the maturity of Term Loan A Facility and Term Loan B Facility to October 31, 2024 subject to compliance with financial covenants. On February 9, 2023, the UK Subsidiary amended its 2019 Credit Agreement, allowing the UK Subsidiary to extend the maturity of the Revolving Credit Facility to October 31, 2024 subject to compliance with financial covenants. On October The 2019 Credit Agreement contains financial covenants including, but not limited to (a) a Combined Cashflow Coverage Ratio, which measures the ratio of (i) Combined Cashflow and (ii) Debt Service defined as finance charges in addition to mandatory repayments in respect to the 2019 Credit Agreement, (b) Combined Interest Coverage Ratio, which measures the ratio of (i) Combined EBITDA to (ii) Combined Finance Charges, (c) a Combined Total Net Leverage Ratio, which measures the ratio of (i) Combined Net Indebtedness in respect to the last day of the most recent period to (ii) EBITDA, (d) Guaranteed Intragroup Balances, (e) the Loan to Market Value defined as the Facility A Loan outstanding to the market value of the property in each case, as defined in the 2019 Credit Agreement. The term “Combined” refers to the UK Subsidiary and its wholly -owned The 2019 Credit Agreement and indenture governing the Secured Credit Facility contains limitations on the ability of the UK subsidiary to effect mergers and change of control events as well as certain other limitations, including limitations on: (i) the declaration and payment of dividends or other restricted payments (ii) substantial changes of the general nature of the business, (iii) acquisition of a company, (iv) enter a joint venture, (v) or effect a dormant subsidiary to commence trading or cease to satisfy the criteria of a dormant subsidiary. The UK Subsidiary’s obligations under the 2019 Credit Agreement are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly owned subsidiaries. The 2019 Credit Agreement and the 2022 Committed Facility Agreement (defined below) contain cross default provisions which relate to the UK Subsidiary and its subsidiaries, but not any other entities within the consolidated group. At inception, borrowings under the Secured Credit Facility bore interest at a rate per annum equal to the LIBOR plus the applicable margin of 2%, 2.5%, and 3% per annum for the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility respectively. Effective October 29, 2021, borrowings under the revolving Credit Facility bore interest at a rate per annum equal to the SONIA plus the applicable margin of 3%. Effective December 31, 2021, borrowings under the Term Loan A Facility and the Term Loan B Facility bore interest at a rate per annum equal to the SONIA plus the applicable margin of 2% and 2.5%, respectively. In June 2020, the UK Subsidiary entered into an amendment to the 2019 Credit Agreement, to provide an additional aggregate principal amount of £4.0 million GBP under a credit agreement (the “Revolving Working Capital Loan Facility” or “2020 Credit Agreement”). At the inception of the Revolving Working Capital Loan Facility, the borrowing bore an interest rate per annum equal to the LIBOR plus the applicable margin of 3.5% per annum. Effective December 31, 2022, borrowings under the Revolving Working Capital Loan Facility bore interest at a rate per annum equal to the SONIA plus the applicable margin of 3%. The Revolving Working Capital Loan Facility matures on January As of September As of September 2022 Committed Facility Agreement In May 2022, the UK Subsidiary entered into a committed facility agreement (the “ 2022 Committed Facility Agreement Property The 2022 Committed Facility Agreement contains financial covenants including, but not limited to (a) a Combined Debt Service Coverage Ratio, which measures the cashflow less dividends, net capital expenditure, and taxation relative to the debt service for that relevant period, (b) interest cover, which measures EBITDA relative to the aggregate of (i) interest charges and (ii) interest element of finance leases in any relevant period, (c) Total Net Debt to EBITDA, which measures the total net debt relative to EBITDA for any relevant period, and (d) loan to market value, which measures the loan as a percentage of the aggregate market value of The Property. The term “Combined” refers to the UK subsidiary and its wholly -owned As of September 30, 2023 and December 31, 2022, the UK Subsidiary was in compliance with all affirmative and negative covenants under the 2022 Committed Facility Agreement, including any financial covenants pertaining to its financing arrangements. The Company continually monitors its compliance with such covenants. The Company believes it will remain in compliance with all such covenants for the next twelve months; however, due to the inherent uncertainty, management’s estimates of the achievement of its financial covenants may change in the future. Debt Outstanding As of September 30, 2023 and December 31, 2022, the following debt instruments were outstanding: (dollars in thousands) September 30, December 31, Term loan $ 3,854 $ 4,489 Revolvers 12,018 10,852 Secured borrowings under Securitization Facility 1,487 4,075 Total debt 17,358 19,416 Less: Current portion of long-term debt 3,456 4,970 Long-term debt, net of current maturities $ 13,902 $ 14,446 | 10. Debt Secured Borrowing Facility On June 4, 2015, and prior to being acquired by Exela, certain entities entered into an agreement wherein amounts due from customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of €2.6 million. The agreement was amended on December 10, 2019 and was terminated on August 25, 2020. The proceeds from the facility are determined by the amounts invoiced to our customers. The amounts are recorded as short -term -term On August 25, 2020, certain entities entered into an agreement wherein amounts due from customers were pledged to a third party, in exchange for a borrowing facility in amounts up to a total of €31 million. The proceeds from the facility are determined by the amounts invoiced to our customers. The amounts due from customers are recorded in accounts receivable and the amount due to the third party as a liability, presented under “Current portion of long -term 2019 Credit Agreement In October 2019, a wholly -owned The 2019 Credit Agreement contains financial covenants including, but not limited to (a) a Combined Cashflow Coverage Ratio, which measures the ratio of (i) Combined Cashflow and (ii) Debt Service defined as finance charges in addition to mandatory repayments in respect to the 2019 Credit Agreement, (b) Combined Interest Coverage Ratio, which measures the ratio of (i) Combined EBITDA to (ii) Combined Finance Charges, (c) a Combined Total Net Leverage Ratio, which measures the ratio of (i) Combined Net Indebtedness in respect to the last day of the most recent period to (ii) EBITDA, (d) Guaranteed Intragroup Balances, (e) the Loan to Market Value defined as the Facility A Loan outstanding to the market value of the property in each case, as defined in the 2019 Credit Agreement. The term “Combined” refers to the UK subsidiary and its wholly -owned The 2019 Credit Agreement and indenture governing the Secured Credit Facility contains limitations on the ability of the UK subsidiary to effect mergers and change of control events as well as certain other limitations, including limitations on: (i) the declaration and payment of dividends or other restricted payments (ii) substantial changes of the general nature of the business, (iii) acquisition of a company, (iv) enter a joint venture, (v) or effect a dormant subsidiary to commence trading or cease to satisfy the criteria of a dormant subsidiary. The UK subsidiary’s obligations under the 2019 Credit Agreement are jointly and severally guaranteed by certain of its existing and future direct and indirectly wholly owned subsidiaries. The 2019 Credit Agreement and the 2022 Committed Facility Agreement (defined below) contain cross default provisions which relate to the wholly owned UK subsidiary and its subsidiaries, but not any other entities within the consolidated group. At inception, borrowings under the Secured Credit Facility bore interest at a rate per annum equal to the LIBOR plus the applicable margin of 2%, 2.5%, and 3% per annum for the Term Loan A Facility, the Term Loan B Facility, and the Revolving Credit Facility respectively. Effective October 29, 2021, borrowings under the Revolving Credit Facility bore interest at a rate per annum equal to the SONIA plus the applicable margin of 3%. Effective December 31, 2021, borrowings under the Term Loan A Facility and the Term Loan B Facility bore interest at a rate per annum equal to the SONIA plus the applicable margin of 2% and 2.5%, respectively. In June 2020, the UK subsidiary entered into an amendment to the 2019 Credit Agreement, to provide an additional aggregate principal amount of £4.0 million GBP under a credit agreement (the “Revolving Working Capital Loan Facility” or “2020 Credit Agreement”). At the inception of the Revolving Working Capital Loan Facility, the borrowing bore an interest rate per annum equal to the LIBOR plus the applicable margin of 3.5% per annum. Effective December 31, 2021, borrowings under the Revolving Working Capital Loan Facility bore interest at a rate per annum equal to the SONIA plus the applicable margin of 3%. The maturity of the Revolving Working Capital Loan Facility was October 2022. On February As of December 31, 2022, the UK subsidiary had $10.9 million in outstanding and less than $0.1 million available for additional borrowings under the Revolving Credit Facilities to the extent the Company’s compliance with financial covenants permits such borrowings. As of December 31, 2021, the UK subsidiary was not in compliance with the Cashflow Coverage Ratio financial covenant and received a waiver from the lenders. Cashflow Coverage Ratio is computed as a ratio of (a) UK Subsidiary’s EBITDA for the relevant period adjusted for changes in working capital, taxes, capital expenditures paid, cash receipts and payments resulting from intracompany debt, pension cash costs and exceptional items including non -cash At December -0 As of December 31 2022, the UK Subsidiary was in compliance with the Combined Cashflow Coverage ratio as actual ratio of 1.93x exceeded the minimum covenant ratio of 1.1x. The actual ratio of 1.93x was computed as a ratio of UK Subsidiary’s cash flow to debt service costs applying Generally Accepted Accounting Practice in the UK (UK GAAP). As of December Debt Outstanding As of December 31, 2022, and 2021, the following debt instruments were outstanding: December 31, (dollars in thousands) 2022 2021 Term loan $ 4,489 $ 4,031 Revolvers 10,852 12,127 Secured borrowings under Securitization Facility 4,075 5,665 Total debt 19,416 21,823 Less: Current portion of long-term debt 4,970 18,603 Long-term debt, net of current maturities $ 14,446 $ 3,220 As of December 31, 2022, maturities of long -term (dollars in thousands) Maturity 2023 $ 4,970 2024 11,747 2025 169 2026 169 2027 931 Total debt 19,416 Less: Unamortized discount and debt issuance costs 23 Total maturities of long-term debt 19,393 2022 Committed Facility Agreement In May 2022, a wholly -owned The 2022 Committed Facility Agreement contains financial covenants including, but not limited to (a) a Combined Debt Service Coverage Ratio, which measures the cashflow less dividends, net capital expenditure, and taxation relative to the debt service for that relevant period, (b) interest cover, which measures EBITDA relative to the aggregate of (i) interest charges and (ii) interest element of finance leases in any relevant period, (c) Total Net Debt to EBITDA, which measures the total net debt relative to EBITDA for any relevant period, and (d) loan to market value, which measures the loan as a percentage of the aggregate market value of The Property. The term “Combined” refers to the UK subsidiary and its wholly -owned As of December |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
Income Taxes | 9. The Company applies an estimated annual effective tax rate (“ETR”) approach for calculating tax provision for interim periods, as required under GAAP. The Company recorded an income tax expense of $1.0 The Company’s ETR of (35.46%) for nine months ended September For the nine months ended September On August 16, 2022, the Inflation Reduction Act (the IRA) was signed into law in the U.S. Among other changes, the IRA introduced a corporate minimum tax on certain corporations with average adjusted financial statement income over a three -tax As of September 30, 2023, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended December 31, 2022. | 11. Income Taxes The income tax provision consists of the following: Years ended December 31, (In thousands) 2022 2021 2020 Current income taxes Federal $ — $ — $ — State — — — Foreign 1,653 886 776 Total Current $ 1,653 $ 886 $ 776 Deferred income taxes Federal $ — $ — $ — State — — — Foreign 909 2,034 3,726 Total Deferred $ 909 $ 2,034 $ 3,726 Total income tax provision $ 2,562 $ 2,920 $ 4,502 The following represents the domestic and foreign components of loss before income tax provision: Years ended December 31, (In thousands) 2022 2021 2020 U.S. $ — $ — $ — Foreign (5,367 ) (9,808 ) (23,875 ) Total $ (5,367 ) $ (9,808 ) $ (23,875 ) At December 31, 2022, gross deferred tax assets totaled approximately $27.6 million while gross deferred tax liabilities totaled approximately $1.1 million. Deferred income taxes reflect the net of temporary differences between the carrying amount of assets and liabilities for financial reporting and income tax purposes. The company has gross foreign NOLs of $75.5 -effected -effected Significant components of our deferred taxes assets (liabilities) are as follows: Years ended December 31, (In thousands) 2022 2021 Deferred income tax assets: Property, plant, and equipment $ 228 $ 481 Defined benefit liability 4,214 5,684 Bad debt reserve 163 237 Inventories 160 136 Accrued liabilities 2,125 4,820 Accrued pension liabilities 699 845 Operating lease liabilities 258 992 Net operating loss 19,711 18,897 Total deferred income tax assets $ 27,558 $ 32,092 Deferred income tax liabilities: Stock-based compensation $ — $ (41 ) Operating lease right of use assets (280 ) (986 ) Intangible assets (777 ) (890 ) Total deferred income tax liabilities $ (1,057 ) $ (1,917 ) Valuation allowance (19,446 ) (20,621 ) Total net deferred income tax assets $ 7,055 $ 9,554 A reconciliation of the significant differences between the federal statutory income tax and the effective income tax on pretax loss is as follows: Years ended December 31, (In thousands) 2022 2021 2020 Tax expense at statutory rate $ (1,128 ) $ (2,112 ) $ (5,041 ) Foreign rate difference 428 (107 ) (280 ) Foreign tax expense — — 61 Return to provision adjustments 399 — — Rate change (561 ) — — Change in valuation allowance 2,296 4,153 11,243 Currency translation adjustment — — — Permanent differences 1,129 986 (1,220 ) Tax credit — — — Trade tax — — 2 Other — — (263 ) Income tax expense $ 2,562 $ 2,920 $ 4,502 The Company believes that based upon the range of data reviewed, no uncertain tax positions have been identified for the years ended December |
CF ACQUISITION CORP VIII [Member] | ||
Income Taxes [Line Items] | ||
Income Taxes | Note 8 — Income Taxes The Company’s taxable income primarily consists of interest income from investments held in the Trust Account. The Company’s general and administrative expenses are generally considered start -up no The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current Federal $ 111,023 $ — State — — Deferred Federal (411,243 ) (571,138 ) State — — Change in valuation allowance 411,243 571,138 Income tax provision $ 111,023 $ — The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Deferred tax assets Start-up/organizational costs $ 935,979 $ 501,658 Deferred compensation 41,153 30,777 Accrued bonus 5,250 — Net operating loss carryforwards — 38,703 Total deferred tax assets 982,382 571,138 Valuation allowance (982,382 ) (571,138 ) Deferred tax assets, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. There were no unrecognized tax benefits as of both December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of both December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (42.9 )% 37.1 % Change in fair value of FPS liability 4.2 % (24.7 )% Change in valuation allowance 16.3 % (33.4 )% Nondeductible interest expense 5.8 % — % Effective Tax Rate 4.4 % — % The Company’s effective tax rate differs from the federal statutory rate mainly due to the changes in fair value of warrant and FPS liabilities, which are not taxable and not deductible, and start -up |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | ||
Employee Benefit Plans | 10. U.K. Pension Plan Two of our subsidiaries in the United Kingdom provide pension benefits to certain retirees and eligible dependents. Employees eligible for participation included all full -time three -sum No German Pension Plan XBP’s subsidiary in Germany, Exela Technologies ECM Solutions GmbH, provides pension benefits to certain retirees. Employees eligible for participation include all employees who started working for the Company or its predecessors prior to September 30, 1987 and have finished a qualifying period of at least 10 years. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation.The Company uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets. No Norway Pension Plan Our subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than three No Asterion Pension Plan In 2018, Exela Technologies Holding GmbH (through the Asterion Business Combination), acquired the obligation to provide pension benefits to eligible retirees and eligible dependents. Employees eligible for participation included all full -time three -sum No Tax Effect on Accumulated Other Comprehensive Loss As of September 30, 2023 and December 31, 2022, the Company had actuarial losses of $3.4 million and $3.3 million in accumulated other comprehensive loss on the condensed combined and consolidated balance sheets, respectively, which is net of a deferred tax benefit of $2.0 million for each period. Pension Expense The components of the net periodic benefit cost are as follows: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Service cost $ 10 $ 14 $ 30 $ 45 Interest cost 779 454 2,298 1,458 Expected return on plan assets (693 ) (678 ) (2,045 ) (2,172 ) Amortization: Amortization of prior service cost 90 50 268 159 Amortization of net loss 403 605 1,186 1,938 Net periodic benefit cost $ 589 $ 445 $ 1,737 $ 1,428 The Company records pension interest cost within Interest expense, net. Expected return on plan assets, amortization of prior service costs, and amortization of net losses are recorded within Other income, net. Service cost is recorded within Cost of revenue. Employer Contributions XBP’s funding of employer contributions is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $0.6 | 12. Employee Benefit Plans UK Pension Plan Two of our subsidiaries in the United Kingdom provide pension benefits to certain retirees and eligible dependents. Employees eligible for participation included all full -time three -sum No The expected rate of return assumptions for plan assets relate solely to the UK plan and are based mainly on historical performance achieved over a long period of time (15 to 20 years) encompassing many business and economic cycles. German Pension Plan XBP’s subsidiary in Germany, Exela Technologies ECM Solutions GmbH, provides pension benefits to certain retirees. Employees eligible for participation include all employees who started working for the Business or its predecessors prior to September 30, 1987 and have finished a qualifying period of at least 10 years. The Business accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Business uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets. No Norway Pension Plan Our subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than three No Asterion Pension Plan Exela Technologies Holding GmbH acquired in 2018 through the Asterion Business Combination the obligation to provide pension benefits to eligible retirees and eligible dependents. Employees eligible for participation included all full -time three -sum No Funded Status The change in benefit obligations, the change in the fair value of the plan assets and the funded status of our pension plans (except for the German pension plan which is unfunded) and the amounts recognized in our combined and consolidated financial statements are as follows: Year Ended December 31, (dollars in thousands) 2022 2021 Change in Benefit Obligation: Benefit obligation at beginning of period $ 117,582 $ 122,069 Service cost 53 68 Interest cost 1,910 1,686 Actuarial gain (44,748 ) (2,243 ) Plan amendments — (28 ) Plan curtailment 149 98 Benefits paid (1,915 ) (2,497 ) Foreign-exchange rate changes (11,261 ) (1,571 ) Benefit obligation at end of year $ 61,770 $ 117,582 Change in Plan Assets: Fair value of plan assets at beginning of period $ 90,225 $ 87,414 Actual (loss) return on plan assets (36,818 ) 2,950 Employer contributions 2,862 3,249 Participants’ contributions — 16 Benefits paid (1,818 ) (2,394 ) Foreign-exchange rate changes (8,757 ) (1,010 ) Fair value of plan assets at end of year 45,694 90,225 Funded status at end of year $ (16,076 ) $ (27,357 ) Net amount recognized in the Consolidated Balance Sheets: Pension liability, net (a) $ (16,076 ) $ (27,357 ) Amounts recognized in accumulated other comprehensive loss, net of tax consist of: Net actuarial gain (6,959 ) (6,061 ) Net prior service costs (124 ) (127 ) Net amount recognized in accumulated comprehensive loss, net of tax $ (7,083 ) $ (6,188 ) Plans with underfunded or non-funded accumulated benefit obligation: Aggregate projected benefit obligation $ 61,770 $ 117,582 Aggregate accumulated benefit obligation $ 61,770 $ 117,582 Aggregate fair value of plan assets $ 45,694 $ 90,225 ____________ (a) Tax Effect on Accumulated Other Comprehensive Loss As of December 31, 2022, and 2021, the Business had actuarial losses of $3.3 million and $10.4 million, respectively, which is net of a deferred tax benefit of $1.9 million for each period. Pension and Postretirement Expense The components of the net periodic benefit cost are as follows: Year ended December 31, (dollars in thousands) 2022 2021 2020 Service cost $ 53 $ 68 $ 69 Interest cost 1,910 1,686 1,984 Expected return on plan assets (2,856 ) (2,410 ) (2,530 ) Amortization Amortization of prior service cost 273 127 103 Amortization of net loss 1,768 3,103 1,741 Settlement loss — — 637 Net periodic benefit cost $ 1,148 $ 2,574 $ 2,004 The Business records pension interest cost within Interest expense, net. Expected return on plan assets, amortization of prior service costs, and amortization of net losses are recorded within Other expense, net. Service cost is recorded within Cost of revenue. Valuation The Business uses the corridor approach and projected unit credit method in the valuation of its defined benefit plans for the UK, Germany, and Norway respectively. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions. For defined benefit pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market -related -line The following tables set forth the principal actuarial assumptions used to determine benefit obligation and net periodic benefit costs: December 31, 2022 2021 2022 2021 2022 2021 2022 2021 (dollars in thousands) UK Germany Norway Asterion Weighted-average assumptions used to determine benefit obligations: Discount rate 5.00 % 1.80 % 3.80 % 1.00 % 3.00 % 1.90 % 3.80 % 1.13 % Rate of compensation increase N/A N/A N/A N/A 3.50 % 2.75 % N/A N/A Weighted-average assumptions used to determine net periodic benefit costs: Discount rate 1.80 % 1.40 % 3.80 % 1.00 % 3.00 % 1.90 % 3.80 % 1.13 % Expected asset return 3.45 % 2.72 % N/A N/A 4.15 % 3.10 % 3.80 % 1.13 % Rate of compensation increase N/A N/A N/A N/A 3.50 % 2.75 % N/A N/A The Germany plan is an unfunded plan and therefore has no plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time (10 to 20 years) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions. The Business assumed a weighted average expected long -term -term -term -term -performance -term The discount rate assumption was developed considering the current yield on an investment grade non -gilt The inflation rate assumption was developed considering the difference in yields between a long -term -term -linked -linked -interest Plan Assets The investment objective for the UK plan is to earn, over moving fifteen to twenty year periods, the long -term -to -term Our investment policy related to the UK defined benefit plan is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the fund. No specific targeted allocation percentages have been set by category, but are set at the direction and discretion of the plan trustees. The weighted average allocation of plan assets by asset category is as follows: Year Ended December 31, 2022 2021 U.K. and other international equities 27.1 % 32.7 % U.K. government and corporate bonds 5.5 2.7 Diversified growth fund 18.4 25.7 Liability driven investments 44.3 34.6 Multi-asset credit fund 4.7 4.3 Total 100.0 % 100.0 % The following tables set forth, by category and within the fair value hierarchy, the fair value of our pension assets at December 31, 2022 and 2021: December 31, 2022 (dollars in thousands) Total Level 1 Level 2 Level 3 Asset Category: Cash $ 932 $ 932 $ — $ — Equity funds: U.K. 11,400 — 11,400 — Fixed income securities: Corporate bonds/U.K. Gilts 2,529 — 2,529 — Other investments: Diversified growth fund 8,417 — 8,417 — Liability driven investments 20,258 — 20,258 — Multi-asset credit fund 2,158 — 2,158 — Total fair value $ 45,694 $ 932 $ 44,762 $ — December 31, 2021 (dollars in thousands) Total Level 1 Level 2 Level 3 Asset Category: Cash $ 149 $ 149 $ — $ — Equity funds: U.K. 17,423 — 17,423 — Other international 11,909 — 11,909 — Fixed income securities: Corporate bonds/U.K. Gilts 2,444 — 2,444 — Other investments: Diversified growth fund 23,122 — 23,122 — Liability driven investments 31,259 — 31,259 — Multi-asset credit fund 3,919 — 3,919 — Total fair value $ 90,225 $ 149 $ 90,076 $ — The plan assets are categorized as follows, as applicable: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Employer Contributions Our funding is based on governmental requirements and differs from those methods used to recognize pension expense. The Business made contributions of $2.9 million and $3.2 million to its pension plans during the years ended December 31, 2022 and 2021, respectively. The Business has fully funded the pension plans for 2022 based on current plan provisions. The Business expects to contribute $2.7 million to the pension plans during 2023, based on current plan provisions. Estimated Future Benefit Payments The estimated future pension benefit payments expected to be paid to plan participants are as follow: (dollars in thousands) Estimated Year ended December 31, 2023 $ 1,872 2024 2,067 2025 2,656 2026 2,674 2027 2,978 2028 – 2032 13,615 Total $ 25,862 |
Commitments and Contingencies (
Commitments and Contingencies (Restated) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Restated) [Line Items] | |||
Commitments and Contingencies (Restated) | 11. Litigation The Company is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe these actions will have a material, adverse effect on our condensed combined and consolidated balance sheets, condensed combined and consolidated statements of operations and comprehensive loss or condensed combined and consolidated statements of cash flows. Adverse Arbitration Order In April 2020, one of the Company ‘s Nordic subsidiaries commenced an arbitration in Finland against a customer alleging breach of contract and other damages in connection with an outsourcing services agreement and transition services agreement executed in 2017. In September 2020, the customer submitted counterclaims against the Company in an aggregate amount in excess of €10.0 million. Following an expedited arbitration, in late November 2020, the arbitrator awarded the customer approximately $13.0 million in the aggregate for the counterclaimed damages and costs. The Company filed an application to annul the award in late January 2021 with the relevant court asserting, among other bases, that the arbitrator violated due process and procedural rules by disallowing the Company’s witness and expert testimony and maintaining the expedited format following the assertion of significant counterclaims which would ordinarily have required the application of normal rather than expedited rules. On May 28, 2021, the parties entered into a settlement agreement resolving this dispute for a total of $8.9 million including the reimbursement of certain third party charges. As of September Company Subsidiary Litigation A group of 71 former employees brought a claim against a subsidiary of XBP Europe related to their dismissal resulting from the closure of two production sites in France in 2020. The employees filed complaints with the Labor Court on June The Company accrued $2.2 The Company has appealed against the decision (and paid the amount of $1.1 Contract-Related Contingencies The Company has certain contingent obligations that arise in the ordinary course of providing services to its customers. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to customers by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s condensed combined and consolidated balance sheets, condensed combined and consolidated statements of operations and comprehensive loss or combined and consolidated statements of cash flows. | 13. Commitments and Contingencies (Restated) Litigation The Business is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe these actions will have a material, adverse effect on our combined and consolidated balance sheets, combined and consolidated statements of operations and comprehensive loss or combined and consolidated statements of cash flows. Adverse Arbitration Order In April 2020, one of the Business’ Nordic subsidiaries commenced an arbitration in Finland against a customer alleging breach of contract and other damages in connection with an outsourcing services agreement and transition services agreement executed in 2017. In September 2020, the customer submitted counterclaims against the Business in an aggregate amount in excess of €10.0 million. Following an expedited arbitration, in late November 2020, the arbitrator awarded the customer approximately $13.0 million in the aggregate for the counterclaimed damages and costs. The Business filed an application to annul the award in late January 2021 with the relevant court asserting, among other bases, that the arbitrator violated due process and procedural rules by disallowing the Business’ witness and expert testimony and maintaining the expedited format following the assertion of significant counterclaims which would ordinarily have required the application of normal rather than expedited rules. On May 28, 2021, the parties entered into a settlement agreement resolving this dispute for a total of $8.9 million including the reimbursement of certain third party charges. The Business had accrued a liability balance of $8.9 million for this matter, which was included in Other (income) expense, net in the combined and consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. The Company determined that the amount accrued as liability for this matter should have been included in Selling, general and administrative expenses (exclusive of depreciation and amortization) in the combined and consolidated statements of operations and comprehensive loss for the years ended December Company Subsidiary Litigation A group of 71 former employees brought a claim against a subsidiary of XBP Europe related to their dismissal resulting from the closure of two production sites in France in 2020. The employees filed complaints with the Labor Court on June The Business accrued $2.2 The summary proceedings hearing was held on April Contract-Related Contingencies The Company has certain contingent obligations that arise in the ordinary course of providing services to its customers. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to customers by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s combined and consolidated balance sheets, combined and consolidated statements of operations and comprehensive loss or combined and consolidated statements of cash flows. | |
CF ACQUISITION CORP. VIII [Member] | |||
Commitments and Contingencies (Restated) [Line Items] | |||
Commitments and Contingencies (Restated) | Note 5 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On August 14, 2023, the Company filed with the SEC a registration statement on Form S -1 Underwriting Agreement The Company granted CF&Co. a 45 -day -allotments -allotment -allotment CF&Co. was paid a cash underwriting discount of $4,400,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impact of the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the conflict could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 5 — Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45 -day -allotments -allotment -allotment CF&Co. was paid a cash underwriting discount of $4,400,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impacts of the COVID -19 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement [Line Items] | ||
Fair Value Measurement | 12. Fair Value of Financial Instruments The carrying amount of assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable and current portion of long -term -measured | 14. Fair Value Measurement Assets and Liabilities Measured at Fair Value The carrying amount of assets and liabilities including cash and cash equivalents, accounts receivable, accounts payable and current portion of long -term -measured |
CF ACQUISITION CORP. VIII [Member] | ||
Fair Value Measurement [Line Items] | ||
Fair Value Measurement | Note 8 — Fair Value Measurements on a Recurring Basis Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: September 30, 2023 Description Quoted Significant Significant Total Liabilities: Warrant liability $ — $ 1,596,250 $ — $ 1,596,250 FPS liability — — 20,050,252 20,050,252 Total Liabilities $ — $ 1,596,250 $ 20,050,252 $ 21,646,502 December 31, 2022 Description Quoted Significant Significant Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ — $ — $ 31,445,874 Liabilities: Warrant liability $ — $ 178,780 $ — $ 178,780 FPS liability — — 2,504,214 2,504,214 Total Liabilities $ — $ 178,780 $ 2,504,214 $ 2,682,994 Level 1 assets as of December 31, 2022 included investments in a money market fund classified as cash equivalents; the fund holds U.S. government debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The warrants are accounted for as liabilities in accordance with ASC 815 -40 As of both September 30, 2023 and December 31, 2022, the fair value measurements of the Public Warrants fall within Level 2 fair value measurement inputs due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the fair value of the Private Placement Warrants is classified as Level 2 fair value measurements as of both September 30, 2023 and December 31, 2022. There were no transfers into or out of Level 3 fair value measurements during the three and nine months ended September 30, 2023 or 2022. The following tables present the changes in the fair value of warrant liability for the nine months ended September 30, 2023 and 2022: Private Public Warrant Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 Change in valuation inputs or other assumptions (1) 10,382 480,625 491,007 Fair value as of March 31, 2023 $ 14,162 $ 655,625 $ 669,787 Change in valuation inputs or other assumptions (1) (7,466 ) (345,625 ) (353,091 ) Fair value as of June 30, 2023 $ 6,696 $ 310,000 $ 316,696 Change in valuation inputs or other assumptions (1) 27,054 1,252,500 1,279,554 Fair value as of September 30, 2023 $ 33,750 $ 1,562,500 $ 1,596,250 Private Public Warrant Fair value as of December 31, 2021 $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (67,513 ) (3,125,625 ) (3,193,138 ) Fair value as of March 31, 2022 $ 44,550 $ 2,062,500 $ 2,107,050 Change in valuation inputs or other assumptions (1) (9,072 ) (420,000 ) (429,072 ) Fair value as of June 30, 2022 $ 35,478 $ 1,642,500 $ 1,677,978 Change in valuation inputs or other assumptions (1) (23,328 ) (1,080,000 ) (1,103,328 ) Fair value as of September 30, 2022 $ 12,150 $ 562,500 $ 574,650 (1) FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of September 30, 2023 and December 31, 2022, the probability assigned to the consummation of the Business Combination was 100% and 80%, respectively. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies. The following tables present the changes in the fair value of the FPS liability for the three and nine months ended September 30, 2023 and 2022. FPS Fair value as of December 31, 2022 $ 2,504,214 Change in valuation inputs or other assumptions (1) 259,658 Fair value as of March 31, 2023 $ 2,763,872 Change in valuation inputs or other assumptions (1) 427,499 Fair value as of June 30, 2023 $ 3,191,371 Change in valuation inputs or other assumptions (1) 16,858,881 Fair value as of September 30, 2023 $ 20,050,252 FPS Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) (47,329 ) Fair value as of March 31, 2022 $ 1,959,196 Change in valuation inputs or other assumptions (1) (657,626 ) Fair value as of June 30, 2022 $ 1,301,570 Change in valuation inputs or other assumptions (1) 456,349 Fair value as of September 30, 2022 $ 1,757,919 (1) | Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Fair Value Measurements on Recurring Basis The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ — $ — $ 31,445,874 Liabilities: Warrant liability $ — $ 178,780 $ — $ 178,780 FPS liability — — 2,504,214 2,504,214 Total Liabilities $ — $ 178,780 $ 2,504,214 $ 2,682,994 December 31, 2021 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Assets held in Trust Account – U.S. government debt securities $ 250,017,673 $ — $ — $ 250,017,673 Liabilities: Warrant liability $ — $ 5,300,188 $ — $ 5,300,188 FPS liability — — 2,006,525 2,006,525 Total Liabilities $ — $ 5,300,188 $ 2,006,525 $ 7,306,713 Level 1 assets as of both December 31, 2022 and 2021 include investments in a money market fund classified as cash equivalents; the fund holds U.S. government debt securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liability The warrants are accounted for as liabilities in accordance with ASC 815 -40 Initial Measurement The Company established the initial fair value for the warrants on March 16, 2021, the date of the closing of the Initial Public Offering. The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one -fourth -fourth The Company utilized the OPM to value the warrants as of March 16, 2021, with any subsequent changes in fair value recognized in the consolidated statement of operations. The estimated fair value of the warrant liability as of March 16, 2021, was determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share -price -free -free -coupon The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the warrants as of March 16, 2021: March 16, 2021 (Initial Measurement) Risk-free interest rate 1.05 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % Subsequent Measurement During the year ended December 31, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the year ended December 31, 2021. There were no transfers into or out of Level 3 fair value measurement during the year ended December 31, 2022. The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of March 16, 2021 $ 175,851 $ 8,141,250 $ 8,317,101 Change in valuation inputs or other assumptions (1) (63,788 ) (2,953,125 ) (3,016,913 ) Fair value as of December 31, 2021 (2) $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (108,283 ) (5,013,125 ) (5,121,408 ) Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 (1) (2) FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of both December 31, 2022 and 2021, the probability assigned to the consummation of the Business Combination was 80%. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies. The following table presents a summary of the changes in the fair value of the FPS liability. There were no transfers into or out of Level 3 fair value measurement during year ended December 31, 2022: FPS Fair value as of March 16, 2021 $ 1,933,236 Change in valuation inputs or other assumptions (1) 73,289 Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) 497,689 Fair value as of December 31, 2022 $ 2,504,214 (1) Fair Value Measurements on Non-Recurring Basis Sponsor Loans Liability During the year ended December 31, 2022, sponsor loans liability was measured at fair value on a non -recurring At the time of the extinguishment, the fair value of the sponsor loans was $7,534,106. The estimated fair value of these obligations was determined by reference to the Company’s quoted stock price and discounted cash flow calculations based on market -observable -free of the Business Combination, the probability of repayment in cash or the probability of forgiveness. The primary unobservable inputs utilized in estimating the fair value of the sponsor loans were the probabilities of consummation of the Business Combination, repayment in cash or forgiveness. As a result, the estimated fair value of these loans falls within Level 3 in the fair value hierarchy. The range of probabilities used in deriving the estimated fair value of the sponsor loans was 8% -80 |
Restructuring
Restructuring | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring [Abstract] | ||
Restructuring | 13. The Company periodically takes action to improve operating efficiencies, typically in connection with rationalizing the cost structure of the Company. The Company’s footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in approved plans for reductions in force (“RIF”). The Company’s restructuring activity and balance of the restructuring liability is as follows: (dollars in thousands) September 30, Balance at January 1 $ 2,036 Restructuring charges 145 Payment of benefits (0 ) Balance at September 30 2,181 As of September | 15. Restructuring The Business periodically takes action to improve operating efficiencies, typically in connection with rationalizing the cost structure of the Business. The Business’ footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in approved plans for reductions in force (“RIF”). The Business’ restructuring activity and balance of the restructuring liability is as follows: December 31, (dollars in thousands) 2022 2021 Balance at January 1 $ 4,237 $ 108 Restructuring charges 267 6,379 Payment of benefits (2,468 ) (2,250 ) Balance at December 31 2,036 4,237 As of December 31, 2022 and 2021, the current portion of the restructuring liability was $2.0 million and $4.2 million, respectively, and was included in “Accrued compensation and benefits” in the combined and consolidated balance sheets. During the first half of 2021, the Business closed two of its French offices, Caen and Nantes, and incurred total restructuring costs of approximately $6.4 million, of which $5.6 million and $0.8 million is included in “Cost of revenue” and “Selling, general and administrative expenses”, respectively in the combined and consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. As part of this restructuring, the Business sold one office building for $3.0 million, recording a gain of $1.9 million, included in Selling, general and administrative expenses in the combined and consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. |
Other (Income) Expense, Net (Re
Other (Income) Expense, Net (Restated) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Other (Income) Expense, Net (Restated) [Abstract] | ||
Other (Income) Expense, Net (Restated) | 14. The components of “Other income, net” in the condensed combined and consolidated statements of operations and comprehensive loss are summarized as follows: Three months ended Nine months ended (dollars in thousands) 2023 2022 2023 2022 Pension income, net $ (200 ) $ (41 ) $ (589 ) $ (94 ) Total other income, net $ (200 ) $ (41 ) $ (589 ) $ (94 ) | 16. Other (Income) Expense, Net (Restated) The components of “Other (income) expense, net” in the combined and consolidated statements of operations and comprehensive loss are summarized as follows: Years ended December 31, (dollars in thousands) 2022 2021 2020 Pension (income) expense, net $ (804 ) $ 834 $ (17 ) Other expense, net — 1,308 — Total other (income) expense, net $ (804 ) $ 2,142 $ (17 ) |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Parties [Line Items] | ||
Related Parties | 15. The components of “Related party expense” in the condensed combined and consolidated statements of operations and comprehensive loss are summarized as follows: Three months ended September 30, Nine months ended 2023 2022 2023 2022 Related party shared services $ 984 $ 971 $ 2,760 $ 3,115 Related party royalty 209 153 432 440 Related party management fee 136 1,293 435 3,497 Total related party expense $ 1,329 $ 2,417 $ 3,627 $ 7,052 Historically, the Company has been managed and operated in the ordinary course of business with other affiliates of Exela. Accordingly, certain shared costs have been allocated to the Company and reflected as expenses in the condensed combined and consolidated financial statements. Sales of Products and Services During the historical periods presented, the Company sold products and services to Exela and its non -XBP Purchases During the historical periods presented, the Company purchased high -speed -XBP Shared Service Center Costs The historical costs and expenses reflected in our financial statements include costs for certain shared service functions historically provided by the Company’s parent, Exela, including, but not limited to accounting and finance, IT and business process operations. Where possible, these charges were allocated based on full -time The allocated shared service expenses and general corporate expenses of $1.0 In the opinion of management of Exela and the Company, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during 2023 and 2022. The amounts that would have been, or will be incurred, on a stand -alone Royalty Expenses During the historical periods presented, the Company’s parent, Exela, charged royalty fees for allowing the Company to use tradenames and trademarks owned by Exela. The Company incurred royalty expense of $0.2 Management Fee During the historical periods presented, Exela provided management services to the Company in exchange for a management fee. These management services included provision of legal, human resources, corporate finance, and marketing support, along with compensation and benefits for certain executives. The management fee was calculated based on a weighted average of total external revenue, headcount and total assets attributable to the Company. On October 9, 2022 the management fee was terminated when the Merger Agreement was entered into and was replaced by the related party service fee which reduced the fees and modified the services provided. The Company incurred total management fees of $0.1 Note Receivable The Company entered into an Intercompany Loan Agreement with an affiliate of Exela on January 1, 2016, where the Company agreed to lend up to €20 million to the affiliate. The related party note receivable has a six year term with the option to extend for an additional one year term and bears annual interest of 9.5%, due at the end of the term. On January 1, 2023, the Company amended its Intercompany Loan Agreement, extending the maturity of the Intercompany Loan Agreement to December 31, 2023. The condensed combined and consolidated balance sheets included $13.1 Notes Payable The Company entered into three Intercompany Loan Agreements with an affiliate of Exela, in September 2009 and May 2010, whereby the affiliate of Exela agreed to lend up to £9.3 million to the Company (“related party notes payable”). The related party notes payable which were denominated in Great British pounds accrued interest daily at the one -month | 17. Related Parties The components of “Related party expense” in the combined and consolidated statements of operations and comprehensive loss are summarized as follows: Years ended December 31, (dollars in thousands) 2022 2021 2020 Related party shared services $ 4,051 $ 4,280 $ 4,042 Related party royalty 631 530 538 Related party management fee 3,627 4,997 6,026 Total related party expense $ 8,309 $ 9,807 $ 10,606 Historically, the Business has been managed and operated in the ordinary course of business with other affiliates of Exela. Accordingly, certain shared costs have been allocated to the Business and reflected as expenses in the combined and consolidated financial statements. Related Party Sales During the historical periods presented, the Business sold products and services to Exela and its non -XBP 3 1, 2021 and 2020, respectively. Shared Service Center Costs The historical costs and expenses reflected in our financial statements include costs for certain shared service functions historically provided by the Business’ parent, Exela, including, but not limited to accounting and finance, IT and business process operations. Where possible, these charges were allocated based on full -time The allocated shared service expenses and general corporate expenses for the years ended December 31, 2022, 2021 and 2020 were $4.1 In the opinion of management of Exela and the Business, the expense and cost allocations have been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Business during 2022, 2021 and 2020. The amounts that would have been, or will be incurred, on a stand -alone Related Party Royalty Fees During the historical periods presented, the Business’ parent, Exela, charged royalty fees for allowing the Business to use tradenames and trademarks owned by Exela. The Business incurred royalty expense of $0.6 million, $0.5 million and $0.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, included in Related party expense within the combined and consolidated statements of operations and comprehensive loss. Related Party Management Fee During the historical periods presented, Exela provided management services to the Business in exchange for a management fee. These management services included provision of legal, human resources, corporate finance, and marketing support, along with compensation and benefits for certain executives. The management fee was calculated based on a weighted average of total external revenue, headcount and total assets attributable to the Business. On October Note Receivable The Business entered into an Intercompany Loan Agreement (“related party note receivable”) with an affiliate of Exela on January 1, 2016, where the Business agreed to lend up to €20 million to the affiliate. The related party note receivable has a six year term with the option to extend for an additional one year term and bears annual interest of 9.5%, due at the end of the term. The combined and consolidated balance sheets included $13.3 million and $14.1 million for the related party note as of December 31, 2022 and 2021, respectively. The combined and consolidated statements of operations and comprehensive loss included $1.3 million, $1.4 Notes Payable The Business entered into three Intercompany Loan Agreements (“related party notes payable”) with an affiliate of Exela, in September 2009 and May 2010, whereby the affiliate of Exela agreed to lend up to £9.3 million to the Business. The related party notes payable which are denominated in United States dollars accrued interest daily at the one -month |
CF ACQUISITION CORP VIII [Member] | ||
Related Parties [Line Items] | ||
Related Parties | Note 4 — Related Party Transactions Founder Shares On July 8, 2020, the Sponsor purchased 5,750,000 shares (including any shares of Class A common stock issued or issuable upon conversion thereof, the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. As a result, the Company recognized no compensation expense and approximately $29,000 of compensation expense at fair value that was presented in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022, respectively. On March 11, 2021, the Company effected a 1.1 -for-1 -allotment On March 6, 2023, the Company issued 5,000,000 shares of Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (the “Conversion”). The 5,000,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the prospectus for the Initial Public Offering. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 -trading -trading -up Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one -fourth -redeemable The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units (including the component securities thereof) until 30 days after the completion of the initial Business Combination; provided that, subject to, and conditioned on the consummation of the XBP Europe Business Combination, this lock -up Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with any Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $9,350,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over -allotment Engagement Letter The Company engaged CF&Co. as its exclusive financial advisor for the XBP Europe Business Combination, but CF&Co. has agreed not to receive an advisory fee for such services other than to receive reimbursement of actual expenses incurred and to be indemnified against certain liabilities arising out of its engagement. Related Party Loans The Sponsor made available to the Company, under the Pre -IPO -IPO -IPO -interest In order to finance transaction costs in connection with an intended Business Combination, pursuant to the Sponsor Loan, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Business Combination. For each of the three months ended September 30, 2023 and 2022, the Company paid $30,000 for office space and administrative fees. For each of the nine months ended September 30, 2023 and 2022, the Company paid $90,000 for office space and administrative fees. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On June 30, 2022, the Company entered into the First Working Capital Loan with the Sponsor in the amount of up to $1,000,000, which First Working Capital Loan has been fully drawn by the Company. On October 14, 2022, the Company entered into the Second Working Capital Loan with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor has made to the Company for working capital expenses, which Second Working Capital Loan has been fully drawn by the Company. On March 31, 2023, the Company entered into a Third Working Capital Loan with the Sponsor in the amount of up to $500,000 in connection with advances the Sponsor has made to the Company for working capital expenses, which Third Working Capital Loan has been fully drawn by the Company. On August 31, 2023, the Company entered into a Fourth Working Capital Loan with the Sponsor in the amount of up to $300,000 in connection with advances the Sponsor has made and will make to the Company for working capital expenses. On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited into the Trust Account. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited into the Trust Account. On March 15, 2023, the Company entered into the Third Extension Loan with the Sponsor pursuant to which the Sponsor loaned the Company $344,781 in the aggregate. As of September 30, 2023 and December 31, 2022, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $9,906,000 and $8,200,000, respectively. As of September 30, 2023 and December 31, 2022, the face amounts of these loans were approximately $9,906,000 and $8,500,000, respectively. Each of the First Extension Loan, the First Working Capital Loan, the Second Extension Loan, the Second Working Capital Loan, the Third Extension Loan, Third Working Capital Loan and the Fourth Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the Sponsor Loan, the First Working Capital Loan, the Second Working Capital Loan, the Third Working Capital Loan, the Fourth Working Capital Loan, the First Extension Loan, the Second Extension Loan and the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance, if any, is included in Payables to related parties on the accompanying unaudited condensed consolidated balance sheets. | Note 4 — Related Party Transactions Founder Shares On July 8, 2020, the Sponsor purchased 5,750,000 shares (including any shares of Class A common stock issuable upon conversion thereof, the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. As a result, the Company recognized approximately $29,000 and $147,000 of compensation expense at fair value that was presented in the Company’s statements of operations for the years ended December 31, 2022 and 2021 respectively. On March 11, 2021, the Company effected a 1.1 -for-1 -allotment consummation of the Business Combination and are subject to certain transfer restrictions. Further, in connection with the XBP Europe Business Combination, subject to and conditioned upon its closing, the Sponsor agreed to forfeit 733,400 Founder Shares. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 -trading -trading -up Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one -fourth -redeemable The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $9,350,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering, and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over -allotment In addition, the Company engaged CF&Co. as its exclusive financial advisor for the XBP Europe Business Combination, but CF&Co. has agreed not to receive an advisory fee for such services other than to receive reimbursement of actual expenses incurred and to be indemnified against certain liabilities arising out of its engagement. Related Party Loans The Sponsor made available to the Company, under the Pre -IPO -IPO -IPO -interest In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Company’s initial Business Combination, which Sponsor Loan has been fully drawn by the Company. For the years ended December 31, 2022 and 2021, the Company paid $120,000 and approximately $95,000 respectively, for office space and administrative fees. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On June 30, 2022, the Company entered into the First Working Capital Loan with the Sponsor in the amount of up to $1,000,000, which First Working Capital Loan has been fully drawn by the Company. On October 14, 2022, the Company entered into the Second Working Capital Loan with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses. The First Working Capital Loan and the Second Working Capital Loans bear no interest and are due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of the First Working Capital Loan and Second Working Capital Loan may be prepaid at any time. Except for the foregoing with respect to the First Working Capital Loan and the Second Working Capital, the terms of any other Working Capital Loans have not been determined and no written agreements exist with respect to such loans. On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited in the Trust Account. The First Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited in the Trust Account. The Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. As of December 31, 2022 and 2021, the carrying amounts of the loans payable by the Company to the Sponsor were approximately $8,200,000 and $734,000, respectively. As of December 31, 2022 and 2021, the face amounts of these loans were approximately $8,500,000 and $734,000, respectively. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under each of the First Working Capital Loan, the Second Working Capital Loan, the First Extension Loan and the Second Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. In connection with the terms and conditions of the XBP Europe Business Combination, a substantive conversion feature was added to the sponsor loans. Consequently, the amounts outstanding under these loans at the date of the Merger Agreement were accounted for as an extinguishment of the previous loans and establishment of the new loans at fair value. The gain on extinguishment was recognized as a capital transaction with the Sponsor through additional paid -in The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying consolidated balance sheets. As of December 31, 2022 and 2021, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $0 and approximately $571,000, respectively. |
Segment Information (Restated)
Segment Information (Restated) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Information (Restated) [Abstract] | ||
Segment Information (Restated) | 16. The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with its clients. The Company is organized into two segments: Bills and Payments and Technology. Bills and Payments The Bills & Payments business unit primarily focuses on simplifying how bills and payments are processed by businesses of all sizes and industries. It offers automation of Accounts Payable (“AP”) and Accounts Receivables (“AR”) processes and through its platform, XBP, seeks to integrate buyers and suppliers across Europe. Technology The Technology business unit primarily focuses on sales of recurring software licenses and related maintenance, hardware solutions and related maintenance and professional services. The chief operating decision maker reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Company does not allocate Selling, general, and administrative expenses, depreciation and amortization, interest expense and foreign exchange losses, net. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below. Three months ended September 30, 2023 Bills & Payments Technology Total Revenue, net (including related party revenue of $0.07 million) $ 28,093 $ 12,152 $ 40,245 Cost of revenue (including related party cost of revenue 25,743 5,637 31,380 Segment profit 2,350 6,515 8,865 Selling, general and administrative expenses (exclusive of depreciation and amortization) 7,741 Related party expense 1,329 Depreciation and amortization 1,095 Related party interest income, net 5 Interest expense, net 1,265 Foreign exchange losses, net (529 ) Other income, net (200 ) Net loss before income taxes $ (1,841 ) Three months ended September 30, 2022 Bills & Payments Technology Total Revenue, net (including related party revenue of $0.03 million) $ 29,654 $ 9,432 $ 39,086 Cost of revenue (including related party cost of revenue 26,413 5,195 31,608 Segment profit 3,241 4,237 7,478 Selling, general and administrative expenses (exclusive of depreciation and amortization) 7,396 Related party expense 2,417 Depreciation and amortization 1,136 Related party interest expense, net 80 Interest expense, net 569 Foreign exchange losses, net 684 Other income, net (41 ) Net loss before income taxes $ (4,763 ) Nine months ended September 30, 2023 Bills & Payments Technology Total Revenue, net (including related party revenue of $ 91,859 $ 33,554 $ 125,413 Cost of revenue (including related party cost of revenue 80,933 14,468 95,401 Segment profit 10,926 19,086 30,012 Selling, general and administrative expenses (exclusive of depreciation and amortization) 24,336 Related party expense 3,627 Depreciation and amortization 2,951 Related party interest income, net (1 ) Interest expense, net 3,705 Foreign exchange losses, net 411 Other income, net (589 ) Net loss before income taxes $ (4,428 ) Nine months ended September 30, 2022 Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 106,412 $ 30,444 $ 136,856 Cost of revenue (including related party cost of revenue of $0.4 million, exclusive of depreciation and amortization) 88,094 15,486 103,580 Segment profit 18,318 14,958 33,276 Selling, general and administrative expenses (exclusive of depreciation and amortization) 22,721 Related party expense 7,052 Depreciation and amortization 3,357 Related party interest expense, net 146 Interest expense, net 2,094 Foreign exchange losses, net 2,863 Other income, net (94 ) Net loss before income taxes $ (4,863 ) | 18. Segment Information (Restated) The Business’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with its clients. The Business is organized into two segments: Bills and Payments and Technology. Bills and Payments The Bills & Payments business unit primarily focuses on simplifying how bills and payments are processed by businesses of all sizes and industries. It offers automation of AP and AR processes and through its platform, XBP, seeks to integrate buyers and suppliers across Europe. Technology The Technology business unit primarily focuses on sales of recurring software licenses and related maintenance, hardware solutions and related maintenance and professional services. The chief operating decision maker reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Business does not allocate Selling, general, and administrative expenses, depreciation and amortization, interest expense and foreign exchange losses, net to reporting segments. The Business manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below. Year ended December 31, 2022 (dollars in thousands) Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 136,858 $ 43,634 $ 180,492 Cost of revenue (including related party cost of revenue of $0.5 million, exclusive of depreciation and amortization) 114,297 22,490 136,787 Segment profit 22,561 21,144 43,705 Selling, general and administrative expenses (exclusive of depreciation and amortization) 32,956 Related party expense 8,309 Depreciation and amortization 4,390 Related party interest income, net (25 ) Interest expense, net 3,062 Foreign exchange losses, net 1,184 Other income, net (804 ) Net loss before income taxes $ (5,367 ) Year ended December 31, 2021 (Restated) (dollars in thousands) Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 166,356 $ 39,594 $ 205,950 Cost of revenue (including related party cost of revenue of $0.5 million, exclusive of depreciation and amortization) 144,077 20,945 165,022 Segment profit 22,279 18,649 40,928 Selling, general and administrative expenses (exclusive of depreciation and amortization) 29,764 Related party expense 9,807 Depreciation and amortization 5,166 Related party interest income, net (141 ) Interest expense, net 2,836 Foreign exchange losses, net 1,162 Other expense, net 2,142 Net loss before income taxes $ (9,808 ) (dollars in thousands) Year ended December 31, 2020 (Restated) Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 177,634 $ 39,910 $ 217,544 Cost of revenue (including related party cost of revenue of $0.5 million, exclusive of depreciation and amortization) 153,121 22,376 175,497 Segment profit 24,513 17,534 42,047 Selling, general and administrative expenses (exclusive of depreciation and amortization) 44,199 Related party expense 10,606 Depreciation and amortization 6,312 Related party interest income, net (217 ) Interest expense, net 2,844 Foreign exchange losses, net 2,195 Other (income), net (17 ) Net loss before income taxes $ (23,875 ) |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Restatement of Previously Issued Financial Statements | 19. Restatement of Previously Issued Financial Statements The Company concluded it should restate its previously issued financial statements by amending its Preliminary Proxy Statement originally filed with the SEC on February Year ended December 31, 2020 As Previously Reported Restatement Adjustment As Revenue, net $ 217,272 $ 217,272 Related party revenue, net 272 272 Cost of revenue (exclusive of depreciation and 175,117 175,117 Related party cost of revenue 380 380 Selling, general and administrative expenses (exclusive of depreciation and amortization) 35,500 8,699 44,199 Related party expense 10,606 10,606 Depreciation and amortization 6,312 6,312 Operating loss $ (10,371 ) $ (8,699 ) $ (19,070 ) Other expense (income), net Interest expense, net $ 2,844 $ 2,844 Related party interest income, net (217 ) (217 ) Foreign exchange losses, net 2,195 2,195 Other (income) expense, net 8,682 (8,699 ) (17 ) Net loss before income taxes $ (23,875 ) $ — $ (23,875 ) Income tax expense (4,502 ) (4,502 ) Net loss $ (28,377 ) $ — $ (28,377 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustments 3,622 3,622 Unrealized pension actuarial losses (8,508 ) (8,508 ) Total other comprehensive loss, net of tax $ (33,263 ) $ — $ (33,263 ) Year ended December 31, 2021 As Previously Reported Restatement Adjustment As Revenue, net $ 205,772 $ 205,772 Related party revenue, net 178 178 Cost of revenue (exclusive of depreciation and amortization) 164,256 164,256 Related party cost of revenue 766 766 Selling, general and administrative expenses (exclusive of depreciation and amortization) 31,895 (2,131 ) 29,764 Related party expense 9,807 9,807 Depreciation and amortization 5,166 5,166 Operating loss $ (5,940 ) $ 2,131 $ (3,809 ) Other expense (income), net: Interest expense, net $ 2,836 $ 2,836 Related party interest income, net (141 ) (141 ) Foreign exchange losses, net 1,162 1,162 Other expense, net 11 2,131 2,142 Net loss before income taxes $ (9,808 ) $ — $ (9,808 ) Income tax expense 2,920 2,920 Net loss $ (12,728 ) $ — $ (12,728 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustments (744 ) (744 ) Unrealized pension actuarial gains 6,188 6,188 Total other comprehensive loss, net of tax $ (7,284 ) $ — $ (7,284 ) |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | ||
Subsequent Events | 17. The Company evaluated subsequent events through November | 20. Subsequent Events The Business evaluated subsequent events through July |
CF ACQUISITION CORP VIII [Member] | ||
Subsequent Events [Line Items] | ||
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued and determined that there have been no events, that have occurred that would require adjustments to the disclosures in the unaudited condensed consolidated financial statements other than as described below. On October 10, 2023, the Company filed with the SEC an amendment to the registration statement on Form S -1 | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to the date that the consolidated financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the consolidated financial statements, other than as described below. On February 13, 2023, the Company filed the XBP Europe Proxy Statement with the SEC. On February 14, 2023, the Company filed a definitive proxy statement with the SEC regarding an extension of its time to consummate a Business Combination from March 16, 2023 to September 16, 2023. On March 6, 2023, the Company issued 5,000,000 shares of Class A common stock to the Sponsor upon the conversion of 5,000,000 shares of Class B common stock held by the Sponsor (the “Conversion”). As a result of the Conversion, as of March 6, 2023, the Sponsor held 5,537,500 shares of Class A common stock and 1,228,000 shares of Class B common stock. The 5,000,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there were 8,500,098 shares of Class A common stock issued and outstanding and 1,250,000 shares of Class B common stock issued and outstanding. On March 14, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from March 16, 2023 to September 16, 2023 (the “Third Extension”). In connection with the approval of the Third Extension, on March 15, 2023, the Sponsor agreed to loan the Company an aggregate amount of up to $344,781 ($0.04 per share per month, or up to $0.24 per share if all six months of the Third Extension are utilized, for each Public Share that was not redeemed in connection with the Third Extension) (the “Third Extension Loan”). The Third Extension Loan does not bear interest and is repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. The proceeds of the Third Extension Loan will be deposited in the Trust Account in six equal installments for each month (or portion thereof) that is needed by the Company to complete an initial Business Combination. The first installment was deposited in the Trust Account on March 16, 2023. In connection with the stockholder vote to approve the Third Extension, 1,523,509 Public Shares were redeemed at approximately $10.69 a share, resulting in a reduction of $16,290,945 in the amount held in the Trust Account. Pursuant to the terms and conditions of the XBP Europe Business Combination, in connection with the consummation of the XBP Europe Business Combination, all amounts outstanding under the Third Extension Loan will be converted into shares of Class A common stock at $10.00 per share in accordance with, and subject to the exceptions set forth in, the Merger Agreement. On March 16, 2023, the Company instructed Continental Stock Transfer & Trust Company to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest -bearing |
General
General | 9 Months Ended |
Sep. 30, 2023 | |
General [Abstract] | |
General | 1. XBP Europe, Inc. (the “Company”, “XBP”, “the Business” or “our”) is a pan -European -wide The Company provides business process management solutions with proprietary software suites and deep domain expertise, serving as a technology and operations partner for its clients’ strategic journeys and streamlining their complex, disconnected payment processes. The Company serves over 2,000 clients across Europe, the Middle East and Africa (“EMEA”). The Company’s client relationships span multiple industries, including banking, healthcare, insurance, and the public sector. The Company is able to deploy its solutions to clients in any EMEA market due to its cloud -based Basis of Presentation Throughout the period covered by the combined and consolidated financial statements, the Company operated as part of Exela Technologies, Inc. (“Exela” or “Parent”). Consequently, stand -alone -alone The combined and consolidated statements of operations and comprehensive loss include all revenues and costs directly attributable to XBP, including costs for facilities, functions and services used by XBP. Costs for certain functions and services such as accounting, finance and IT delivered by Exela are directly charged to XBP based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, usage or other allocation methods. Current and deferred income taxes have been determined based on the stand -alone All intercompany transactions and balances within the Company have been eliminated. The combined and consolidated financial statements of the Company include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Company. Transactions with affiliated companies owned by Exela or its subsidiaries which are not a part of the Company are reflected as related party transactions. All of the allocations and estimates in the combined and consolidated financial statements are based on assumptions that management of Exela believes are reasonable. However, the combined and consolidated financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Company in the future or if the Company had been a separate, stand -alone 1. (cont.) Actual costs that would have been incurred if XBP had been a stand -alone The accompanying condensed combined and consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) as they apply to interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These accounting principles require the Company to use estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from our estimates. These condensed combined and consolidated financial statements should be read in conjunction with the audited combined and consolidated financial statements and the related notes to the combined and consolidated financial statements of the Company as of and for the year ended December -1 -1 http://www.sec.gov The condensed combined and consolidated financial statements are unaudited, but in the opinion of management, include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Classification Adjustment In preparing the condensed combined and consolidated financial statements for the three and six months ended June -out Merger/Business Combination with CF Acquisition Corp. VIII On October -owned The Merger Agreement contains customary representations, warranties, closing conditions and other terms relating to the business combination. The transaction is expected to close in the second half of 2023. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | 2. Recently Adopted Accounting Pronouncements Effective January -13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2. (cont.) and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company is required to use a forward -looking -05 Financial Instruments — Credit Losses (Topic 326) -11 Codification Improvements to Topic 326, Financial Instruments — Credit Losses -effect The following table describes the changes in the allowance for expected credit losses for the nine months ended September (dollars in thousands) Balance at January 1, 2023 of the allowance for expected credit losses $ 929 Change in the provision for expected credit losses for the period 271 Balance at September 30, 2023 of the allowance for expected credit losses $ 1,200 In September 2022, the FASB issued ASU 2022 -04 Liabilities — Supplier Finance Programs (Subtopic 405 -50 ): Disclosure of Supplier Finance Program Obligations Recently Issued Accounting Pronouncements In March 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023 -01 Leases (Topic 842): Common Control Arrangements -issued Effective January -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers and contract liabilities acquired in a business combination in accordance with Topic 606. While primarily related to contract assets and contract liabilities that were accounted for by the acquiree in accordance with ASC 606, the amendments also apply to contract assets and contract liabilities from other contracts to which the provisions of Topic 606 apply, such as contract liabilities from the sale of nonfinancial assets within the scope of Subtopic 610 -20 |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CF ACQUISITION CORP VIII [Member] | ||
Initial Public Offering [Line Items] | ||
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’ over -allotment -fourth -allotment | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’ over -allotment -fourth -allotment |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CF ACQUISITION CORP. VIII [Member] | ||
Stockholders’ Deficit [Line Items] | ||
Stockholders’ Deficit | Note 6 — Stockholders’ Deficit Class A Common Stock Class B Common Stock -allotment Prior to the consummation of the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors, and holders of shares of Class A common stock are not entitled to vote on the election of directors during such time. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one -for-one -linked -converted -linked -linked Pursuant to the Sponsor Support Agreement entered into in connection with the XBP Europe Business Combination, the Sponsor agreed, among other items, to waive the anti -dilution On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. On March 11, 2021, the Company effected a 1.1 -for-1 Preferred Stock no | Note 6 — Stockholders’ Equity (Deficit) Class A Common Stock Class B Common Stock -allotment Prior to the consummation of the Business Combination, only holders of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock are not entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one -for-one -linked -converted -linked -linked Pursuant to the Sponsor Support Agreement entered into in connection with the XBP Europe Business Combination, the Sponsor agreed, among other items, to waive the anti -dilution On March 8, 2021, the Sponsor transferred an aggregate of 20,000 shares of Class B common stock to two of the independent directors of the Company. On March 11, 2021, the Company effected a 1.1 -for-1 Preferred Stock |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CF ACQUISITION CORP. VIII [Member] | ||
Warrants [Line Items] | ||
Warrants | Note 7 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of the Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable The Company may redeem the Public Warrants: • • • • • -trading -trading • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for any issuance of shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete the Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 7 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable The Company may redeem the Public Warrants: • • • • • -trading -trading • If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | ||
Significant Accounting Policies | Significant Accounting Policies The information presented below supplements the Significant Accounting Policies information presented in the notes to XBP Europe, Inc. combined and consolidated financial statements as of and for the year ended December | Basis of Presentation Throughout the period covered by the combined and consolidated financial statements, the Business operated as part of Exela Technologies, Inc. (“Exela” or “Parent”). Consequently, stand -alone -alone The combined and consolidated statements of operations and comprehensive loss include all revenues and costs directly attributable to XBP, including costs for facilities, functions and services used by XBP. Costs for certain functions and services such as accounting, finance and IT delivered by Exela are directly charged to XBP based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, usage or other allocation methods. Current and deferred income taxes have been determined based on the stand -alone All intercompany transactions and balances within the Business have been eliminated. The combined and consolidated financial statements of the Business include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Business. Transactions with affiliated companies owned by Exela or its subsidiaries which are not a part of the Business are reflected as related party transactions. All of the allocations and estimates in the combined and consolidated financial statements are based on assumptions that management of Exela believes are reasonable. However, the combined and consolidated financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of the Business in the future or if the Business had been a separate, stand -alone Actual costs that would have been incurred if XBP had been a stand -alone |
Use of Estimates | Use of Estimates in Preparation of the Combined and Consolidated Financial Statements Estimates and judgments relied upon in preparing these combined and consolidated financial statements include revenue recognition for multiple element arrangements, allowance for doubtful accounts, inventory obsolescence costs, income taxes, depreciation, amortization, employee benefits, contingencies, goodwill, intangible assets, right of use assets and obligation, pension obligations, pension assets, and asset and liability valuations. The Business regularly assesses these estimates and records changes in estimates in the period in which they become known. The Business bases its estimates on historical experience and various other assumptions that the Business believes to be reasonable under the circumstances. Actual results could differ from those estimates. | |
Segment Reporting | Segment Reporting The Business consists of two segments: 1. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments with original maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are carried at the original invoice amount less an estimate made for doubtful accounts. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Business specifically analyzes accounts receivable and historical bad debts, customer credit -worthiness | |
Inventories | Inventories Inventories primarily include heavy -duty | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight -line | |
Intangible Assets | Intangible Assets Customer Relationships Customer relationship intangible assets represent customer contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and customer growth rates, among others. The estimated average useful lives of customer relationships range from 4 to 16 years depending on facts and circumstances. These intangible assets are primarily amortized straight -line Developed Technology The Business has acquired various developed technologies embedded in its technology platform. Developed technology is an integral asset to the Business in providing solutions to customers and is recorded as an intangible asset. The Business amortizes developed technology on a straight -line Capitalized Software Costs The Business capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985 -20 Software — Costs of Software to Be Sold, , or Marketed -use -40 Intangibles — Goodwill and Other — Internal -Use Software -line Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight -line and set -up | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Business reviews the recoverability of its long -lived -lived The Business did not record any impairment related to its property, plant, and equipment, customer relationships, developed technology, capitalized software cost or outsourced contract costs for the years ended December 31, 2022, 2021, and 2020. | |
Goodwill | Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Business’ reporting units are at the operating segment level, for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Business conducts its annual goodwill impairment tests on October 1 st Refer to Note 8- Intangible Assets and Goodwill | |
Benefit Plan Accruals | Benefit Plan Accruals The Business has defined benefit plans in the UK, Germany, Norway and France under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Business records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Business reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. | |
Leases | Leases The Business determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right -of-use ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. As most of the Business’ leases do not provide an implicit rate, the Business uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The implicit rate in the lease is used when readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Business will exercise that option. Leases with a term of one year or less are not recorded on the balance sheet. Finance lease ROU assets are amortized over the lease term or the useful life of the asset, whichever is shorter. The amortization of finance lease ROU assets is recorded in depreciation expense in the combined and consolidated statements of operations and comprehensive loss. For operating leases, expense is recognized for lease payments on a straight -line | |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. Revenue is measured as the amount of consideration that is expected to receive in exchange for transferring goods or providing services. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of the Company’s material sources of revenue are derived from contracts with customers, primarily relating to the provision of business and transaction processing services within each of the Company segments. The Company does not have any significant extended payment terms, as payment is received shortly after goods are delivered or services are provided. | Revenue Recognition The Business accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers |
Nature of Services | Nature of Services The primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. The Company’s promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. The variable fees are allocated to the single performance obligation charged to the distinct service period in which the Company has the contractual right to bill under the contract. Revenue from the sale of recurring software licenses is recognized ratably over the contractual term, unless perpetual licenses are granted or a noncancelable license is granted for a nonrefundable fee, which are recognized at a point in time. Professional services revenue consists of implementation services for new customers, or implementations of new products for existing customers. Professional services are typically sold on a time -and-materials Revenue from the sale of hardware solutions is recognized on a point in time basis and related maintenance are recognized ratably over the contractual term. | Nature of Services The primary performance obligations are to stand ready to provide various forms of business processing services, consisting of a series of distinct services that are substantially the same and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. The Business’ promise to our customers is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the customers’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. The variable fees are allocated to the single performance obligation charged to the distinct service period in which the Business has the contractual right to bill under the contract. Revenue from the sale of recurring software licenses is recognized ratably over the contractual term, unless perpetual licenses are granted, which are recognized at a point in time. Professional services revenue consists of implementation services for new customers, or implementations of new products for existing customers. Professional services are typically sold on a time -and-materials Revenue from the sale of hardware solutions is recognized on a point in time basis and related maintenance are recognized ratably over the contractual term. |
Disaggregation of Revenues | Disaggregation of Revenues The following tables disaggregate revenue from contracts by geographic region for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended 2023 2022 2023 2022 France $ 12,659 $ 15,006 $ 44,564 $ 50,471 Germany 13,639 10,880 32,319 41,462 United Kingdom 7,482 7,686 26,903 24,291 Sweden 3,409 3,645 13,392 13,644 Other 2,989 1,836 8,072 6,854 Total Combined Revenue $ 40,178 $ 39,053 $ 125,250 $ 136,722 | Disaggregation of Revenues The following tables disaggregate revenue from contracts by geographic region for the years ended December 31, 2022, 2021, and 2020: Year ended December 31, (dollars in thousands) 2022 2021 2020 France $ 66,054 $ 74,305 $ 74,637 Germany 55,668 56,906 62,401 United Kingdom 32,061 39,226 40,839 Sweden 17,640 23,680 24,598 Other 8,926 11,655 14,797 Total Combined Revenue $ 180,349 $ 205,772 $ 217,272 |
Contract Balances | Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at September 30, 2023 and December 31, 2022: (dollars in thousands) September 30, December 31, Accounts receivable, net $ 32,454 $ 35,977 Deferred revenues 6,448 5,660 Customer deposits 635 1,061 Costs to obtain and fulfill a contract 7 44 Accounts receivable, net includes $10.4 Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where the Company received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. The Company recognized revenue of $0.5 Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight -line -40-25-4 Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed. | Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2022 and 2021: (dollars in thousands) Balance at Beginning of Period Change December 31, 2021 Change December 31, 2022 Accounts receivable, net $ 41,752 $ (6,643 ) $ 35,109 $ 868 $ 35,977 Deferred revenues 6,398 (638 ) 5,760 (100 ) 5,660 Customer deposits 531 1,616 2,147 (1,086 ) 1,061 Costs to obtain and fulfill a contract 107 (47 ) 60 (16 ) 44 Accounts receivable, net includes $9.5 million and $8.3 million as of December 31, 2022 and 2021, respectively, representing amounts not billed to customers. Unbilled receivables are accrued and represent work performed in accordance with the terms of contracts with customers. Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where the Business received payments for upfront conversions or implementation activities which do not transfer a service to the customer but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from customers is deferred over the contract term. The Business recognized revenue of $5.0 Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight -line -40-25-4 Customer deposits consist primarily of amounts received from customers in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed. |
Performance Obligations | Performance Obligations At the inception of each contract, the Company assesses the goods and services promised in the Company’s contracts and identifies each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post -implementation When evaluating the transaction price, the Company analyzes, on a contract -by-contract Reimbursements from customers, such as postage costs, are included in revenue, while the related costs are included in cost of revenue. | Performance Obligations At the inception of each contract, the Business assesses the goods and services promised in the Business’ contracts and identifies each distinct performance obligation. The majority of our contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of our business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of our contracts have multiple performance obligations, including contracts that combine software implementation services with post -implementation When evaluating the transaction price, the Business analyzes, on a contract -by-contract Reimbursements from customers, such as postage costs, are included in revenue, while the related costs are included in cost of revenue. |
Transaction Price Allocated to the Remaining Performance Obligations | Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under ASC 606, the Company did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of the Company’s contracts. The Company has certain non -cancellable (dollars in thousands) Remainder of 2023 $ 2,563 2024 3,448 2025 283 2026 and thereafter 154 Total $ 6,448 | Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under ASC 606, the Business did not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of the Business’ contracts. The business has certain non -cancellable (dollars in thousands) 2023 $ 2,953 2024 832 2025 669 2026 and thereafter 1,206 Total $ 5,660 |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2022, 2021, and 2020, were $0.3 million, $0.2 million, and $0.1 | |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development expenses for the years ended December | |
Restructuring Charges | Restructuring Charges Restructuring charges for exit and disposal activities are recognized when the liability is incurred. The liability for the restructuring charge associated with an exit or disposal activity is measured initially at its fair value. Restructuring charges for the years ended December | |
Income Taxes | Income Taxes The Business accounts for income taxes by using the asset and liability method. The Business accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to uncertain tax positions in income tax expense in the consolidated statements of operations and comprehensive loss. Deferred income taxes are recognized on the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as determined under tax laws and rates. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. The Business did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets are more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are likely to be realized. Therefore, partial valuation allowances were established against a portion of the Business’ deferred tax assets. In the event the Business determines that it would be able to realize deferred tax assets that have valuation allowances established, an adjustment to the net deferred tax assets would be recognized as a component of income tax expense through continuing operations. The Business engages in transactions (i.e. acquisitions) in which the tax consequences may be subject to uncertainty and examination by the varying taxing authorities. Therefore, judgment is required by the Business in assessing and estimating the tax consequences of these transactions. While the Business’ tax returns are prepared and based on the Business’ interpretation of tax laws and regulations, in the normal course of business the tax returns are subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional tax, interest and penalties. For purposes of the Business’ income tax provision, a tax benefit is not recognized if the tax position is not more likely than not to be sustained based solely on its technical merits. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Refer to Note 11 | |
Loss Contingencies | Loss Contingencies The Business reviews the status of each significant matter, if any, and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Business accrues a liability for the estimated loss. Judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to loss contingencies, accruals are based on the best information available at the time. As additional information becomes available, the Business reassesses the potential liability related to its pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position of the Business. Our liabilities exclude any estimates for legal costs not yet incurred associated with handling these matters. | |
Foreign Currency Translation | Foreign Currency Translation The Business has determined all international subsidiaries’ functional currency is the local currency. These assets and liabilities are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. Included as foreign exchange losses, net in the combined and consolidated statements of operations and comprehensive loss are net exchange loss of $1.2 million, $1.2 million and $2.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. | |
Fair Value Measurements | Fair Value Measurements The Business records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Refer to Note 12 — Employee Benefit Plans and Note 14 — Fair Value Measurement | |
Concentration of Credit Risk | Concentration of Credit RiskFinancial instruments that potentially subject the Business to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Business maintains its cash and cash equivalents and certain other financial instruments with highly rated financial institutions and limits the amount of credit exposure with any one financial institution. From time to time, the Business assesses the credit worthiness of its customers. Credit risk on trade receivables is minimized because of the large number of entities comprising our client base and their dispersion across many industries and geographic areas. The Business generally has not experienced any material losses related to receivables from any individual customer or groups of customers. The Business does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in our accounts receivable, net. The Business does not have any significant customers that account for 10% or more of the total combined revenues. | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January -05 Lessors — Certain Leases with Variable Lease Payments Effective January 1, 2021, the Business adopted ASU no. 2019 -12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Effective March 12, 2020, the Business adopted ASU no. 2020 -04 Facilitation of the Effects of Reference Rate Reform on Financial Reporting. Effective March 9, 2020, the Business adopted ASU no. 2020 -03 Codification Improvements to Financial Instruments Effective January 1, 2020, the Business adopted ASU no. 2018 -13 Fair Value Measurement (Topic 82 Effective January 1, 2020, the Business adopted ASU no. 2018 -14 Disclosure Framework — Changes to the Disclosure Requirements for Defined Benefit Plans adding certain disclosures identified as relevant. ASU 2018 -14 Effective January 1, 2020, the Business adopted ASU no. 2018 -15 Intangibles, Goodwill, and Other — Internal Use Software (Subtopic 350 -40 ): Customer’s accounting for implementation costs incurred in a Cloud Computing Arrangement that is a service contract. -use -use -40 | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In September 2022, the FASB issued ASU 2022 -04 -50 In October 2021, the FASB issued ASU no. 2021 -08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers -20 In June 2016, the FASB issued ASU no. 2016 -13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, -looking -05 Financial Instruments — Credit Losses (Topic 326) -11 Codification Improvements to Topic 326, Financial Instruments — Credit Losses -effect | |
CF ACQUISITION CORP VIII [Member] | ||
Accounting Policies, by Policy (Policies) [Line Items] | ||
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability and sponsor loans liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liability, FPS liability, and sponsor loans liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term The Company’s investments held in the Trust Account as of December 31, 2022 were comprised of cash equivalents. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed consolidated balance sheets. | Cash and Cash Equivalents The Company considers all short -term |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not No amounts were accrued for the payment of interest and penalties as of both September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start -up -up | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not No amounts were accrued for the payment of interest and penalties as of both December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start -up December 31, 2022 and 2021 was 4.4% and 0%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start -up |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and nine months ended September 30, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the years ended December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement -term |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. |
Warrant and FPS Liability | Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging , -in -classified The Company accounts for the warrants and FPS in accordance with guidance in ASC 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 | Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity -classified -classified Distinguishing Liabilities from Equity Derivatives and Hedging -in -classified The Company accounts for the warrants and FPS in accordance with guidance in ASC 815 -40 Derivatives and Hedging — Contracts in Entity’s Own Equity -40 |
Sponsor Loans | Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470 -20 Debt — Debt with Conversion and Other Options | Sponsor Loans The Company accounts for the liability related to the sponsor loans in accordance with the guidance in ASC 470 -20 Debt — Debt with Conversion and Other Options |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of approximately $210,000 and $459,000 in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 706,319 and 2,960,098 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid -in In connection with stockholder approval of the XBP Europe Business Combination, holders of 669,661 Public Shares have validly tendered their shares for redemption upon consummation of the XBP Europe Business Combination for a pro rata portion of the funds in the Trust Account (excluding Public Shares validly tendered for redemption in connection with the XBP Europe Business Combination but which were redeemed prior to the consummation of the XBP Europe Business Combination in connection with the Fourth Extension). | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the consolidated statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of $689,606 in the consolidated statement of operations for the year ended December 31, 2022. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 2,960,098 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid -in |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share -class -rata The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (3,060,705 ) $ (13,041,658 ) $ (2,942,612 ) $ (610,725 ) $ (15,961 ) $ (184,734 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,300,165 5,540,000 1,250,000 20,662,249 540,000 6,250,000 Basic and diluted net loss per share of common stock $ (2.35 ) $ (2.35 ) $ (2.35 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (4,345,697 ) $ (10,763,684 ) $ (5,915,203 ) $ 2,733,787 $ 66,219 $ 766,423 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,769,140 4,381,912 2,408,088 22,293,390 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (2.46 ) $ (2.46 ) $ (2.46 ) $ 0.12 $ 0.12 $ 0.12 | Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share -class -rata The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended For the Year Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 1,722,236 $ 53,386 $ 617,897 $ (1,286,468 ) $ (27,788 ) $ (393,589 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 17,420,341 540,000 6,250,000 19,931,507 430,521 6,097,945 Basic and diluted net income (loss) per share of common stock $ 0.10 $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) $ (0.06 ) |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of Disaggregate Revenue from Contracts by Geographic Region | The following tables disaggregate revenue from contracts by geographic region for the years ended December 31, 2022, 2021, and 2020: Year ended December 31, (dollars in thousands) 2022 2021 2020 France $ 66,054 $ 74,305 $ 74,637 Germany 55,668 56,906 62,401 United Kingdom 32,061 39,226 40,839 Sweden 17,640 23,680 24,598 Other 8,926 11,655 14,797 Total Combined Revenue $ 180,349 $ 205,772 $ 217,272 | |
Schedule of Contract Assets, Contract Liabilities and Contract Costs Recognized | The following table presents contract assets, contract liabilities and contract costs recognized at September 30, 2023 and December 31, 2022: (dollars in thousands) September 30, December 31, Accounts receivable, net $ 32,454 $ 35,977 Deferred revenues 6,448 5,660 Customer deposits 635 1,061 Costs to obtain and fulfill a contract 7 44 | The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2022 and 2021: (dollars in thousands) Balance at Beginning of Period Change December 31, 2021 Change December 31, 2022 Accounts receivable, net $ 41,752 $ (6,643 ) $ 35,109 $ 868 $ 35,977 Deferred revenues 6,398 (638 ) 5,760 (100 ) 5,660 Customer deposits 531 1,616 2,147 (1,086 ) 1,061 Costs to obtain and fulfill a contract 107 (47 ) 60 (16 ) 44 |
Schedule of Transaction Price Allocated to the Remaining Performance Obligations | The Company has certain non -cancellable (dollars in thousands) Remainder of 2023 $ 2,563 2024 3,448 2025 283 2026 and thereafter 154 Total $ 6,448 | The business has certain non -cancellable (dollars in thousands) 2023 $ 2,953 2024 832 2025 669 2026 and thereafter 1,206 Total $ 5,660 |
Schedule of Disaggregate Revenue from Contracts by Geographic Region | The following tables disaggregate revenue from contracts by geographic region for the three and nine months ended September 30, 2023 and 2022: Three months ended September 30, Nine months ended 2023 2022 2023 2022 France $ 12,659 $ 15,006 $ 44,564 $ 50,471 Germany 13,639 10,880 32,319 41,462 United Kingdom 7,482 7,686 26,903 24,291 Sweden 3,409 3,645 13,392 13,644 Other 2,989 1,836 8,072 6,854 Total Combined Revenue $ 40,178 $ 39,053 $ 125,250 $ 136,722 | |
CF ACQUISITION CORP VIII [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock | The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended For the Three Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (3,060,705 ) $ (13,041,658 ) $ (2,942,612 ) $ (610,725 ) $ (15,961 ) $ (184,734 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,300,165 5,540,000 1,250,000 20,662,249 540,000 6,250,000 Basic and diluted net loss per share of common stock $ (2.35 ) $ (2.35 ) $ (2.35 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ (4,345,697 ) $ (10,763,684 ) $ (5,915,203 ) $ 2,733,787 $ 66,219 $ 766,423 Denominator: Basic and diluted weighted average number of shares of common stock outstanding 1,769,140 4,381,912 2,408,088 22,293,390 540,000 6,250,000 Basic and diluted net income (loss) per share of common stock $ (2.46 ) $ (2.46 ) $ (2.46 ) $ 0.12 $ 0.12 $ 0.12 | The following table reflects the calculation of basic and diluted net income (loss) per share of common stock: For the Year Ended For the Year Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 1,722,236 $ 53,386 $ 617,897 $ (1,286,468 ) $ (27,788 ) $ (393,589 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 17,420,341 540,000 6,250,000 19,931,507 430,521 6,097,945 Basic and diluted net income (loss) per share of common stock $ 0.10 $ 0.10 $ 0.10 $ (0.06 ) $ (0.06 ) $ (0.06 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventories [Abstract] | |
Schedule of Inventories Net | Inventories, net consist of the following: December 31, (dollars in thousands) 2022 2021 Finished goods $ 6,607 $ 6,135 Allowance for obsolescence (2,081 ) (2,042 ) Total inventories, net $ 4,526 $ 4,093 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Credit Loss, Additional Improvements [Abstract] | ||
Schedule of Accounts Receivable | Accounts receivable, net consists of the following: (dollars in thousands) September 30, December 31, Billed receivables $ 23,298 $ 28,704 Unbilled receivables 10,357 9,639 Less: Allowance for credit losses (1,200 ) (2,366 ) Total accounts receivable, net $ 32,454 $ 35,977 | Accounts receivable, net consist of the following: December 31, (dollars in thousands) 2022 2021 Billed receivables $ 28,704 $ 28,285 Unbilled receivables 9,639 8,271 Less: Allowance for doubtful accounts (2,366 ) (1,447 ) Total accounts receivable, net $ 35,977 $ 35,109 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense and Other Assets Current [Abstract] | |
Schedule of Prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following: December 31, (dollars in thousands) 2022 2021 Prepaid postage $ 2,048 $ 2,406 Prepaid insurance 765 701 Prepaid maintenance 390 793 Government receivables 3,496 3,942 Deferred stock issuance costs 478 — Other prepaids 1,596 2,191 Total prepaid expenses and other current assets $ 8,773 $ 10,033 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Combined and Consolidated Balance Sheet Information Related to Leases | Our ROU assets and lease liabilities as of December 31, 2022 and 2021 recorded on the combined and consolidated balance sheets are as follows: December 31, Combined and consolidated balance sheet location (dollars in thousands) 2022 2021 Operating Lease Operating lease right-of-use assets, net $ 5,848 $ 10,383 Current portion of operating lease liabilities 1,796 4,120 Operating lease liabilities, net of current position 3,963 6,255 Finance Lease Finance lease right-of-use assets, net (included in property, plant and equipment, net) 1,345 2,138 Current portion of finance lease liabilities 757 1,073 Finance lease liabilities 658 1,426 |
Schedule of Supplemental Combined and Consolidated Balance Sheet Information Related to Leases | Supplemental combined and consolidated balance sheet information related to leases is as follows: December 31, 2022 2021 Weighted-average remaining lease term Operating Leases 4.16 3.98 Finance leases 1.38 2.17 Weighted-average discount rate Operating Leases 8.5 % 8.0 % Finance leases 8.0 % 8.8 % |
Schedule of Maturities of Finance and Operating Lease Liabilities | Maturities of finance and operating lease liabilities based on lease term for the next five years are as follows: (dollars in thousands) Finance Operating Leases 2023 $ 852 $ 2,184 2024 646 1,437 2025 15 1,211 2026 — 794 2027 — 741 2028 and thereafter — 363 Total lease payments 1,513 6,730 Less: Imputed interest (98 ) (971 ) Present value of lease liabilities $ 1,415 $ 5,759 |
Schedule of Cash Paid and Related Right-of-Use Operating Finance or Operating Lease | The following table summarizes the cash paid and related right -of-use (dollars in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,347 $ 5,336 Financing cash flows from finance leases 1,021 1,600 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases $ 34 $ 1,796 Finance leases 104 286 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following: Expected Useful Lives September 30, 2023 December 31, 2022 Buildings and improvements 7 – 40 $ 8,768 $ 8,788 Leasehold improvements Shorter of life of improvement or lease term 960 967 Machinery and equipment 5 – 15 8,374 6,986 Computer equipment and 3 – 8 30,274 29,870 Furniture and fixtures 5 – 15 7,866 7,805 Finance lease right-of-use assets Shorter of life of the asset or lease term 4,196 4,833 60,439 59,249 Less: Accumulated depreciation and amortization (46,328 ) (44,629 ) Total property, plant and equipment, net $ 14,111 $ 14,620 | Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation, and amortization, and consist of the following: (dollars in thousands) Expected Useful Lives December 31, 2022 2021 Buildings and improvements 7 – 40 $ 8,788 $ 5,074 Leasehold improvements Shorter of life of improvement or lease term 967 1,039 Vehicles 5 – 7 — 3 Machinery and equipment 5 – 15 6,986 7,133 Computer equipment and software 3 – 8 29,870 30,958 Furniture and Fixtures 5 – 15 7,805 8,129 Finance lease right-of use assets Shorter of life of the asset or lease term 4,833 5,126 59,249 57,462 Less: Accumulated depression and amortization (44,629 ) (44,448 ) Total property, plant and equipment, net $ 14,620 $ 13,014 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Intangible assets are stated at cost or acquisition -date Weighted September 30, 2023 Gross Accumulated Amortization Intangible Asset, net Customer relationships 3.3 $ 3,014 $ (1,822 ) $ 1,192 Outsource contract costs 0.8 404 (400 ) 4 Total intangibles, net $ 3,418 $ (2,222 ) $ 1,196 Weighted December 31, 2022 Gross Accumulated Amortization Intangible Asset, net Customer relationships 5.0 $ 3,049 $ (1,564 ) $ 1,485 Outsource contract costs 1.5 449 (405 ) 44 Total intangibles, net $ 3,498 $ (1,969 ) $ 1,529 | Intangible assets are stated at cost or acquisition -date (dollars in thousands) Weighted Average Gross Carrying Amount (a) Accumulated Intangible Customer relationships 5 $ 3,049 $ (1,564 ) $ 1,485 Outsource contract costs 1.5 449 (405 ) 44 Internally developed software 0.9 2,485 (2,485 ) — Developed technology — 4,759 (4,759 ) — Total intangibles, net $ 10,742 $ (9,213 ) $ 1,529 (dollars in thousands) Weighted Average Gross Carrying (a) Accumulated Intangible Customer relationships 5 $ 3,232 $ (1,263 ) $ 1,969 Outsource contract costs 2.1 489 (429 ) 60 Internally developed software 0.9 2,777 (2,518 ) 259 Developed technology — 4,759 (4,759 ) — Total intangibles, net $ 11,257 $ (8,969 ) $ 2,288 |
Schedule of Estimated Intangibles Amortization Expense | Estimated intangibles amortization expense for the four years consists of the following: (dollars in thousands Estimated 2023 $ 414 2024 375 2025 372 2026 368 $ 1,529 | |
Schedule of Goodwill by Reporting segment | Goodwill by reporting segment consists of the following: (dollars in thousands) Balances as at January 1, 2023 Additions Disposals Impairments Currency Adjustments Balances as at September 30, Bills and Payments $ 9,689 $ — $ — $ — $ (98) $ 9,592 Technology 12,373 — — — (124) 12,249 Total $ 22,062 $ — $ — $ — $ (222) $ 21,841 (dollars in thousands) Balances as at January 1, Additions Disposals Impairments Currency Translation Adjustments Balances as at December 31, 2022 Bills and Payments $ 10,447 $ — $ — $ — $ (758 ) $ 9,689 Technology 13,505 — — — (1,132 ) 12,373 Total $ 23,952 $ — $ — $ — $ (1,890 ) $ 22,062 | Goodwill by reporting segment consists of the following: (dollars in thousands) Balances as of Additions Disposals Impairments Currency Balances as at Bills and Payments $ 10,447 $ — $ — $ — $ (758 ) $ 9,689 Technology 13,505 — — — (1,132 ) 12,373 Total $ 23,952 $ — $ — $ — (1,890 ) $ 22,062 (dollars in thousands) Balances as of Additions Disposals Impairments Currency Balances as at Bills and Payments $ 11,419 $ — $ (253 ) $ — $ (719 ) $ 10,447 Technology 14,341 — — — (836 ) 13,505 Total $ 25,760 $ — $ (253 ) $ — (1,555 ) $ 23,952 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued liabilities | Accrued liabilities consist of the following: December 31, (dollars in thousands) 2022 2021 Accrued taxes (exclusive of income taxes) $ 10,691 $ 7,284 Accrued professional and legal fees 827 581 Accrued legal reserve for pending litigation 3,977 3,621 Accrued employee related expenses 377 418 Accrued postage and shipping 1,980 2,950 Other accruals 6,872 7,368 Total accrued liabilities $ 24,724 $ 22,222 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt Instruments were Outstanding | As of December 31, 2022, and 2021, the following debt instruments were outstanding: December 31, (dollars in thousands) 2022 2021 Term loan $ 4,489 $ 4,031 Revolvers 10,852 12,127 Secured borrowings under Securitization Facility 4,075 5,665 Total debt 19,416 21,823 Less: Current portion of long-term debt 4,970 18,603 Long-term debt, net of current maturities $ 14,446 $ 3,220 | |
Schedule of Maturities of Long-Term Debt | As of September 30, 2023 and December 31, 2022, the following debt instruments were outstanding: (dollars in thousands) September 30, December 31, Term loan $ 3,854 $ 4,489 Revolvers 12,018 10,852 Secured borrowings under Securitization Facility 1,487 4,075 Total debt 17,358 19,416 Less: Current portion of long-term debt 3,456 4,970 Long-term debt, net of current maturities $ 13,902 $ 14,446 | As of December 31, 2022, maturities of long -term (dollars in thousands) Maturity 2023 $ 4,970 2024 11,747 2025 169 2026 169 2027 931 Total debt 19,416 Less: Unamortized discount and debt issuance costs 23 Total maturities of long-term debt 19,393 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes (Tables) [Line Items] | |
Schedule of Income Tax Provision | The income tax provision consists of the following: Years ended December 31, (In thousands) 2022 2021 2020 Current income taxes Federal $ — $ — $ — State — — — Foreign 1,653 886 776 Total Current $ 1,653 $ 886 $ 776 Deferred income taxes Federal $ — $ — $ — State — — — Foreign 909 2,034 3,726 Total Deferred $ 909 $ 2,034 $ 3,726 Total income tax provision $ 2,562 $ 2,920 $ 4,502 |
Schedule of Domestic and Foreign Components | The following represents the domestic and foreign components of loss before income tax provision: Years ended December 31, (In thousands) 2022 2021 2020 U.S. $ — $ — $ — Foreign (5,367 ) (9,808 ) (23,875 ) Total $ (5,367 ) $ (9,808 ) $ (23,875 ) |
Schedule of Deferred Taxes Assets (Liabilities) | Significant components of our deferred taxes assets (liabilities) are as follows: Years ended December 31, (In thousands) 2022 2021 Deferred income tax assets: Property, plant, and equipment $ 228 $ 481 Defined benefit liability 4,214 5,684 Bad debt reserve 163 237 Inventories 160 136 Accrued liabilities 2,125 4,820 Accrued pension liabilities 699 845 Operating lease liabilities 258 992 Net operating loss 19,711 18,897 Total deferred income tax assets $ 27,558 $ 32,092 Deferred income tax liabilities: Stock-based compensation $ — $ (41 ) Operating lease right of use assets (280 ) (986 ) Intangible assets (777 ) (890 ) Total deferred income tax liabilities $ (1,057 ) $ (1,917 ) Valuation allowance (19,446 ) (20,621 ) Total net deferred income tax assets $ 7,055 $ 9,554 |
Schedule of Federal Statutory Income Tax and the Effective Income Tax on Pretax Loss | A reconciliation of the significant differences between the federal statutory income tax and the effective income tax on pretax loss is as follows: Years ended December 31, (In thousands) 2022 2021 2020 Tax expense at statutory rate $ (1,128 ) $ (2,112 ) $ (5,041 ) Foreign rate difference 428 (107 ) (280 ) Foreign tax expense — — 61 Return to provision adjustments 399 — — Rate change (561 ) — — Change in valuation allowance 2,296 4,153 11,243 Currency translation adjustment — — — Permanent differences 1,129 986 (1,220 ) Tax credit — — — Trade tax — — 2 Other — — (263 ) Income tax expense $ 2,562 $ 2,920 $ 4,502 |
CF ACQUISITION CORP VIII [Member] | |
Income Taxes (Tables) [Line Items] | |
Schedule of Deferred Taxes Assets (Liabilities) | The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Deferred tax assets Start-up/organizational costs $ 935,979 $ 501,658 Deferred compensation 41,153 30,777 Accrued bonus 5,250 — Net operating loss carryforwards — 38,703 Total deferred tax assets 982,382 571,138 Valuation allowance (982,382 ) (571,138 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Federal Statutory Income Tax and the Effective Income Tax on Pretax Loss | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows for the years ended December 31, 2022 and 2021: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liability (42.9 )% 37.1 % Change in fair value of FPS liability 4.2 % (24.7 )% Change in valuation allowance 16.3 % (33.4 )% Nondeductible interest expense 5.8 % — % Effective Tax Rate 4.4 % — % |
Schedule of Income Tax Provision | The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current Federal $ 111,023 $ — State — — Deferred Federal (411,243 ) (571,138 ) State — — Change in valuation allowance 411,243 571,138 Income tax provision $ 111,023 $ — |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Employee Benefit Plans [Abstract] | ||
Schedule of Combined and Consolidated Financial Statements | The change in benefit obligations, the change in the fair value of the plan assets and the funded status of our pension plans (except for the German pension plan which is unfunded) and the amounts recognized in our combined and consolidated financial statements are as follows: Year Ended December 31, (dollars in thousands) 2022 2021 Change in Benefit Obligation: Benefit obligation at beginning of period $ 117,582 $ 122,069 Service cost 53 68 Interest cost 1,910 1,686 Actuarial gain (44,748 ) (2,243 ) Plan amendments — (28 ) Plan curtailment 149 98 Benefits paid (1,915 ) (2,497 ) Foreign-exchange rate changes (11,261 ) (1,571 ) Benefit obligation at end of year $ 61,770 $ 117,582 Change in Plan Assets: Fair value of plan assets at beginning of period $ 90,225 $ 87,414 Actual (loss) return on plan assets (36,818 ) 2,950 Employer contributions 2,862 3,249 Participants’ contributions — 16 Benefits paid (1,818 ) (2,394 ) Foreign-exchange rate changes (8,757 ) (1,010 ) Fair value of plan assets at end of year 45,694 90,225 Funded status at end of year $ (16,076 ) $ (27,357 ) Net amount recognized in the Consolidated Balance Sheets: Pension liability, net (a) $ (16,076 ) $ (27,357 ) Amounts recognized in accumulated other comprehensive loss, net of tax consist of: Net actuarial gain (6,959 ) (6,061 ) Net prior service costs (124 ) (127 ) Net amount recognized in accumulated comprehensive loss, net of tax $ (7,083 ) $ (6,188 ) Plans with underfunded or non-funded accumulated benefit obligation: Aggregate projected benefit obligation $ 61,770 $ 117,582 Aggregate accumulated benefit obligation $ 61,770 $ 117,582 Aggregate fair value of plan assets $ 45,694 $ 90,225 (a) | |
Schedule of Net Periodic Benefit Cost | The components of the net periodic benefit cost are as follows: Year ended December 31, (dollars in thousands) 2022 2021 2020 Service cost $ 53 $ 68 $ 69 Interest cost 1,910 1,686 1,984 Expected return on plan assets (2,856 ) (2,410 ) (2,530 ) Amortization Amortization of prior service cost 273 127 103 Amortization of net loss 1,768 3,103 1,741 Settlement loss — — 637 Net periodic benefit cost $ 1,148 $ 2,574 $ 2,004 | |
Schedule of Net Periodic Benefit CostSchedule of Determine Benefit Obligation and Net Periodic Benefit Costs | The following tables set forth the principal actuarial assumptions used to determine benefit obligation and net periodic benefit costs: December 31, 2022 2021 2022 2021 2022 2021 2022 2021 (dollars in thousands) UK Germany Norway Asterion Weighted-average assumptions used to determine benefit obligations: Discount rate 5.00 % 1.80 % 3.80 % 1.00 % 3.00 % 1.90 % 3.80 % 1.13 % Rate of compensation increase N/A N/A N/A N/A 3.50 % 2.75 % N/A N/A Weighted-average assumptions used to determine net periodic benefit costs: Discount rate 1.80 % 1.40 % 3.80 % 1.00 % 3.00 % 1.90 % 3.80 % 1.13 % Expected asset return 3.45 % 2.72 % N/A N/A 4.15 % 3.10 % 3.80 % 1.13 % Rate of compensation increase N/A N/A N/A N/A 3.50 % 2.75 % N/A N/A | |
Schedule of Weighted Average Allocation of Plan Assets | The weighted average allocation of plan assets by asset category is as follows: Year Ended December 31, 2022 2021 U.K. and other international equities 27.1 % 32.7 % U.K. government and corporate bonds 5.5 2.7 Diversified growth fund 18.4 25.7 Liability driven investments 44.3 34.6 Multi-asset credit fund 4.7 4.3 Total 100.0 % 100.0 % | |
Schedule of Fair Value of Our Pension Assets | The following tables set forth, by category and within the fair value hierarchy, the fair value of our pension assets at December 31, 2022 and 2021: December 31, 2022 (dollars in thousands) Total Level 1 Level 2 Level 3 Asset Category: Cash $ 932 $ 932 $ — $ — Equity funds: U.K. 11,400 — 11,400 — Fixed income securities: Corporate bonds/U.K. Gilts 2,529 — 2,529 — Other investments: Diversified growth fund 8,417 — 8,417 — Liability driven investments 20,258 — 20,258 — Multi-asset credit fund 2,158 — 2,158 — Total fair value $ 45,694 $ 932 $ 44,762 $ — December 31, 2021 (dollars in thousands) Total Level 1 Level 2 Level 3 Asset Category: Cash $ 149 $ 149 $ — $ — Equity funds: U.K. 17,423 — 17,423 — Other international 11,909 — 11,909 — Fixed income securities: Corporate bonds/U.K. Gilts 2,444 — 2,444 — Other investments: Diversified growth fund 23,122 — 23,122 — Liability driven investments 31,259 — 31,259 — Multi-asset credit fund 3,919 — 3,919 — Total fair value $ 90,225 $ 149 $ 90,076 $ — | |
Schedule of Estimated Future Pension Benefit Payments | The estimated future pension benefit payments expected to be paid to plan participants are as follow: (dollars in thousands) Estimated Year ended December 31, 2023 $ 1,872 2024 2,067 2025 2,656 2026 2,674 2027 2,978 2028 – 2032 13,615 Total $ 25,862 | |
Schedule of Net Periodic Benefit Cost | The components of the net periodic benefit cost are as follows: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Service cost $ 10 $ 14 $ 30 $ 45 Interest cost 779 454 2,298 1,458 Expected return on plan assets (693 ) (678 ) (2,045 ) (2,172 ) Amortization: Amortization of prior service cost 90 50 268 159 Amortization of net loss 403 605 1,186 1,938 Net periodic benefit cost $ 589 $ 445 $ 1,737 $ 1,428 |
Fair Value Measurements on a Re
Fair Value Measurements on a Recurring Basis (Tables) - CF ACQUISITION CORP. VIII [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements on a Recurring Basis (Tables) [Line Items] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: Description Quoted Significant Significant Total Liabilities: Warrant liability $ — $ 1,596,250 $ — $ 1,596,250 FPS liability — — 20,050,252 20,050,252 Total Liabilities $ — $ 1,596,250 $ 20,050,252 $ 21,646,502 Description Quoted Significant Significant Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ — $ — $ 31,445,874 Liabilities: Warrant liability $ — $ 178,780 $ — $ 178,780 FPS liability — — 2,504,214 2,504,214 Total Liabilities $ — $ 178,780 $ 2,504,214 $ 2,682,994 | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,445,874 $ — $ — $ 31,445,874 Liabilities: Warrant liability $ — $ 178,780 $ — $ 178,780 FPS liability — — 2,504,214 2,504,214 Total Liabilities $ — $ 178,780 $ 2,504,214 $ 2,682,994 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Total Assets: Assets held in Trust Account – U.S. government debt securities $ 250,017,673 $ — $ — $ 250,017,673 Liabilities: Warrant liability $ — $ 5,300,188 $ — $ 5,300,188 FPS liability — — 2,006,525 2,006,525 Total Liabilities $ — $ 5,300,188 $ 2,006,525 $ 7,306,713 |
Schedule of Fair Value Measurement of the Warrants | The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the warrants as of March 16, 2021: March 16, 2021 (Initial Measurement) Risk-free interest rate 1.05 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % | |
Schedule of Changes in the Fair Value of Warrant Liability | The following tables present the changes in the fair value of warrant liability for the nine months ended September 30, 2023 and 2022: Private Public Warrant Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 Change in valuation inputs or other assumptions (1) 10,382 480,625 491,007 Fair value as of March 31, 2023 $ 14,162 $ 655,625 $ 669,787 Change in valuation inputs or other assumptions (1) (7,466 ) (345,625 ) (353,091 ) Fair value as of June 30, 2023 $ 6,696 $ 310,000 $ 316,696 Change in valuation inputs or other assumptions (1) 27,054 1,252,500 1,279,554 Fair value as of September 30, 2023 $ 33,750 $ 1,562,500 $ 1,596,250 Private Public Warrant Fair value as of December 31, 2021 $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (67,513 ) (3,125,625 ) (3,193,138 ) Fair value as of March 31, 2022 $ 44,550 $ 2,062,500 $ 2,107,050 Change in valuation inputs or other assumptions (1) (9,072 ) (420,000 ) (429,072 ) Fair value as of June 30, 2022 $ 35,478 $ 1,642,500 $ 1,677,978 Change in valuation inputs or other assumptions (1) (23,328 ) (1,080,000 ) (1,103,328 ) Fair value as of September 30, 2022 $ 12,150 $ 562,500 $ 574,650 FPS Fair value as of December 31, 2022 $ 2,504,214 Change in valuation inputs or other assumptions (1) 259,658 Fair value as of March 31, 2023 $ 2,763,872 Change in valuation inputs or other assumptions (1) 427,499 Fair value as of June 30, 2023 $ 3,191,371 Change in valuation inputs or other assumptions (1) 16,858,881 Fair value as of September 30, 2023 $ 20,050,252 FPS Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) (47,329 ) Fair value as of March 31, 2022 $ 1,959,196 Change in valuation inputs or other assumptions (1) (657,626 ) Fair value as of June 30, 2022 $ 1,301,570 Change in valuation inputs or other assumptions (1) 456,349 Fair value as of September 30, 2022 $ 1,757,919 (1) | The following table presents the changes in the fair value of warrant liability: Private Placement Public Warrant Liability Fair value as of March 16, 2021 $ 175,851 $ 8,141,250 $ 8,317,101 Change in valuation inputs or other assumptions (1) (63,788 ) (2,953,125 ) (3,016,913 ) Fair value as of December 31, 2021 (2) $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (108,283 ) (5,013,125 ) (5,121,408 ) Fair value as of December 31, 2022 $ 3,780 $ 175,000 $ 178,780 (1) (2) FPS Fair value as of March 16, 2021 $ 1,933,236 Change in valuation inputs or other assumptions (1) 73,289 Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) 497,689 Fair value as of December 31, 2022 $ 2,504,214 (1) |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring [Abstract] | ||
Schedule of Restructuring Liability | The Company’s restructuring activity and balance of the restructuring liability is as follows: (dollars in thousands) September 30, Balance at January 1 $ 2,036 Restructuring charges 145 Payment of benefits (0 ) Balance at September 30 2,181 | The Business’ restructuring activity and balance of the restructuring liability is as follows: December 31, (dollars in thousands) 2022 2021 Balance at January 1 $ 4,237 $ 108 Restructuring charges 267 6,379 Payment of benefits (2,468 ) (2,250 ) Balance at December 31 2,036 4,237 |
Other (Income) Expense, Net (_2
Other (Income) Expense, Net (Restated) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Other (Income) Expense, Net (Restated) [Abstract] | ||
Schedule of Other (Income) Expense, Net | The components of “Other (income) expense, net” in the combined and consolidated statements of operations and comprehensive loss are summarized as follows: Years ended December 31, (dollars in thousands) 2022 2021 2020 Pension (income) expense, net $ (804 ) $ 834 $ (17 ) Other expense, net — 1,308 — Total other (income) expense, net $ (804 ) $ 2,142 $ (17 ) | |
Schedule of Other Income, Net | The components of “Other income, net” in the condensed combined and consolidated statements of operations and comprehensive loss are summarized as follows: Three months ended Nine months ended (dollars in thousands) 2023 2022 2023 2022 Pension income, net $ (200 ) $ (41 ) $ (589 ) $ (94 ) Total other income, net $ (200 ) $ (41 ) $ (589 ) $ (94 ) |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Parties [Abstract] | ||
Schedule of Components of Related party expense | The components of “Related party expense” in the condensed combined and consolidated statements of operations and comprehensive loss are summarized as follows: Three months ended September 30, Nine months ended 2023 2022 2023 2022 Related party shared services $ 984 $ 971 $ 2,760 $ 3,115 Related party royalty 209 153 432 440 Related party management fee 136 1,293 435 3,497 Total related party expense $ 1,329 $ 2,417 $ 3,627 $ 7,052 | The components of “Related party expense” in the combined and consolidated statements of operations and comprehensive loss are summarized as follows: Years ended December 31, (dollars in thousands) 2022 2021 2020 Related party shared services $ 4,051 $ 4,280 $ 4,042 Related party royalty 631 530 538 Related party management fee 3,627 4,997 6,026 Total related party expense $ 8,309 $ 9,807 $ 10,606 |
Segment Information (Restated)
Segment Information (Restated) (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Information (Restated) [Abstract] | ||
Schedule of Operating Decision Maker Reviews Segment | A reconciliation of segment profit to net loss before income taxes is presented below. Three months ended September 30, 2023 Bills & Payments Technology Total Revenue, net (including related party revenue of $0.07 million) $ 28,093 $ 12,152 $ 40,245 Cost of revenue (including related party cost of revenue 25,743 5,637 31,380 Segment profit 2,350 6,515 8,865 Selling, general and administrative expenses (exclusive of depreciation and amortization) 7,741 Related party expense 1,329 Depreciation and amortization 1,095 Related party interest income, net 5 Interest expense, net 1,265 Foreign exchange losses, net (529 ) Other income, net (200 ) Net loss before income taxes $ (1,841 ) Three months ended September 30, 2022 Bills & Payments Technology Total Revenue, net (including related party revenue of $0.03 million) $ 29,654 $ 9,432 $ 39,086 Cost of revenue (including related party cost of revenue 26,413 5,195 31,608 Segment profit 3,241 4,237 7,478 Selling, general and administrative expenses (exclusive of depreciation and amortization) 7,396 Related party expense 2,417 Depreciation and amortization 1,136 Related party interest expense, net 80 Interest expense, net 569 Foreign exchange losses, net 684 Other income, net (41 ) Net loss before income taxes $ (4,763 ) Nine months ended September 30, 2023 Bills & Payments Technology Total Revenue, net (including related party revenue of $ 91,859 $ 33,554 $ 125,413 Cost of revenue (including related party cost of revenue 80,933 14,468 95,401 Segment profit 10,926 19,086 30,012 Selling, general and administrative expenses (exclusive of depreciation and amortization) 24,336 Related party expense 3,627 Depreciation and amortization 2,951 Related party interest income, net (1 ) Interest expense, net 3,705 Foreign exchange losses, net 411 Other income, net (589 ) Net loss before income taxes $ (4,428 ) Nine months ended September 30, 2022 Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 106,412 $ 30,444 $ 136,856 Cost of revenue (including related party cost of revenue of $0.4 million, exclusive of depreciation and amortization) 88,094 15,486 103,580 Segment profit 18,318 14,958 33,276 Selling, general and administrative expenses (exclusive of depreciation and amortization) 22,721 Related party expense 7,052 Depreciation and amortization 3,357 Related party interest expense, net 146 Interest expense, net 2,094 Foreign exchange losses, net 2,863 Other income, net (94 ) Net loss before income taxes $ (4,863 ) | A reconciliation of segment profit to net loss before income taxes is presented below. Year ended December 31, 2022 (dollars in thousands) Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 136,858 $ 43,634 $ 180,492 Cost of revenue (including related party cost of revenue of $0.5 million, exclusive of depreciation and amortization) 114,297 22,490 136,787 Segment profit 22,561 21,144 43,705 Selling, general and administrative expenses (exclusive of depreciation and amortization) 32,956 Related party expense 8,309 Depreciation and amortization 4,390 Related party interest income, net (25 ) Interest expense, net 3,062 Foreign exchange losses, net 1,184 Other income, net (804 ) Net loss before income taxes $ (5,367 ) Year ended December 31, 2021 (Restated) (dollars in thousands) Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 166,356 $ 39,594 $ 205,950 Cost of revenue (including related party cost of revenue of $0.5 million, exclusive of depreciation and amortization) 144,077 20,945 165,022 Segment profit 22,279 18,649 40,928 Selling, general and administrative expenses (exclusive of depreciation and amortization) 29,764 Related party expense 9,807 Depreciation and amortization 5,166 Related party interest income, net (141 ) Interest expense, net 2,836 Foreign exchange losses, net 1,162 Other expense, net 2,142 Net loss before income taxes $ (9,808 ) (dollars in thousands) Year ended December 31, 2020 (Restated) Bills & Payments Technology Total Revenue, net (including related party revenue of $0.1 million) $ 177,634 $ 39,910 $ 217,544 Cost of revenue (including related party cost of revenue of $0.5 million, exclusive of depreciation and amortization) 153,121 22,376 175,497 Segment profit 24,513 17,534 42,047 Selling, general and administrative expenses (exclusive of depreciation and amortization) 44,199 Related party expense 10,606 Depreciation and amortization 6,312 Related party interest income, net (217 ) Interest expense, net 2,844 Foreign exchange losses, net 2,195 Other (income), net (17 ) Net loss before income taxes $ (23,875 ) |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of Combined and Consolidated Statement of Operations and Comprehensive Loss | Year ended December 31, 2020 As Previously Reported Restatement Adjustment As Revenue, net $ 217,272 $ 217,272 Related party revenue, net 272 272 Cost of revenue (exclusive of depreciation and 175,117 175,117 Related party cost of revenue 380 380 Selling, general and administrative expenses (exclusive of depreciation and amortization) 35,500 8,699 44,199 Related party expense 10,606 10,606 Depreciation and amortization 6,312 6,312 Operating loss $ (10,371 ) $ (8,699 ) $ (19,070 ) Other expense (income), net Interest expense, net $ 2,844 $ 2,844 Related party interest income, net (217 ) (217 ) Foreign exchange losses, net 2,195 2,195 Other (income) expense, net 8,682 (8,699 ) (17 ) Net loss before income taxes $ (23,875 ) $ — $ (23,875 ) Income tax expense (4,502 ) (4,502 ) Net loss $ (28,377 ) $ — $ (28,377 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustments 3,622 3,622 Unrealized pension actuarial losses (8,508 ) (8,508 ) Total other comprehensive loss, net of tax $ (33,263 ) $ — $ (33,263 ) Year ended December 31, 2021 As Previously Reported Restatement Adjustment As Revenue, net $ 205,772 $ 205,772 Related party revenue, net 178 178 Cost of revenue (exclusive of depreciation and amortization) 164,256 164,256 Related party cost of revenue 766 766 Selling, general and administrative expenses (exclusive of depreciation and amortization) 31,895 (2,131 ) 29,764 Related party expense 9,807 9,807 Depreciation and amortization 5,166 5,166 Operating loss $ (5,940 ) $ 2,131 $ (3,809 ) Other expense (income), net: Interest expense, net $ 2,836 $ 2,836 Related party interest income, net (141 ) (141 ) Foreign exchange losses, net 1,162 1,162 Other expense, net 11 2,131 2,142 Net loss before income taxes $ (9,808 ) $ — $ (9,808 ) Income tax expense 2,920 2,920 Net loss $ (12,728 ) $ — $ (12,728 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustments (744 ) (744 ) Unrealized pension actuarial gains 6,188 6,188 Total other comprehensive loss, net of tax $ (7,284 ) $ — $ (7,284 ) |
New Accounting Pronouncements (
New Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Schedule of Allowance for Expected Credit Losses | The following table describes the changes in the allowance for expected credit losses for the nine months ended September (dollars in thousands) Balance at January 1, 2023 of the allowance for expected credit losses $ 929 Change in the provision for expected credit losses for the period 271 Balance at September 30, 2023 of the allowance for expected credit losses $ 1,200 |
Description of the Business (De
Description of the Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Sep. 14, 2023 | Mar. 15, 2023 | Mar. 14, 2023 | Mar. 09, 2022 | Mar. 16, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2023 | Oct. 14, 2022 | Jun. 30, 2022 | |
Description of the Business [Line Items] | ||||||||||||||||||
Common stock price (in Dollars per share) | $ 18 | $ 18 | ||||||||||||||||
Dissolution expenses | $ 2,142 | |||||||||||||||||
Loans payable | $ 3,854 | $ 3,854 | $ 4,031 | $ 4,489 | 4,031 | |||||||||||||
Federal excise tax rate | 21% | 21% | ||||||||||||||||
Interest expenses | 1,265 | $ 569 | $ 3,705 | $ 2,094 | 3,062 | 2,836 | $ 2,844 | |||||||||||
Cash | 2,819 | 2,819 | 2,910 | 7,473 | 2,910 | |||||||||||||
Interest income earned | 25 | 141 | $ 217 | |||||||||||||||
Sponsor loan | $ 7,534,106 | |||||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Net proceeds | 250,000,000 | |||||||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Shares issued (in Shares) | 540,000 | |||||||||||||||||
CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Net proceeds | 250,000,000 | |||||||||||||||||
Gross proceeds | 5,400,000 | |||||||||||||||||
Offering cost | 4,900,000 | 4,900,000 | 4,900,000 | |||||||||||||||
Underwriting fees | 4,500,000 | |||||||||||||||||
Other costs | 400,000 | $ 400,000 | $ 400,000 | |||||||||||||||
Redeem public share percentage | 100% | 100% | ||||||||||||||||
Dissolution expenses | $ 100,000 | $ 100,000 | ||||||||||||||||
Public share (in Dollars per share) | $ 11.06 | $ 10.69 | $ 0.33 | |||||||||||||||
Extension loan | $ 976,832 | 976,832 | 976,832 | |||||||||||||||
Cash | 25,000 | 41,200 | 25,000 | |||||||||||||||
Working capital | 11,566,000 | 11,566,000 | $ 2,634,000 | 9,209,000 | 2,634,000 | |||||||||||||
Interest income earned | 168,755 | 518,498 | 753,119 | 956,908 | $ 1,240,443 | $ 17,673 | ||||||||||||
Description of transaction | The Company’s liquidity needs through December 31, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the First Working Capital Loan (as defined below) and the Second Working Capital Loan (as defined below). | |||||||||||||||||
Maximum sponsor loan | $ 1,750,000 | |||||||||||||||||
Working capital loan | $ 500,000 | $ 300,000 | $ 750,000 | $ 1,000,000 | ||||||||||||||
Second extension loan | 976,832 | 976,832 | 976,832 | |||||||||||||||
Federal excise tax rate | 21% | 21% | ||||||||||||||||
Interest expenses | (100,000) | |||||||||||||||||
Aggregate amount | $ 344,781 | $ 976,832 | ||||||||||||||||
Extension shares (in Shares) | 730,270 | |||||||||||||||||
Trust account | $ 16,290,945 | |||||||||||||||||
Trust amount | $ 8,075,492 | |||||||||||||||||
Cash | 65,000 | 65,000 | $ 41,200 | |||||||||||||||
Sponsor exchange | 25,000 | |||||||||||||||||
Sponsor loan | $ 500,000 | 79,000 | ||||||||||||||||
Expenses relating to working capital | 1,750,000 | 1,750,000 | ||||||||||||||||
Third extension loan | $ 344,781 | |||||||||||||||||
Face amounts loans | 9,906,000 | $ 9,906,000 | $ 8,500,000 | |||||||||||||||
CF ACQUISITION CORP VIII [Member] | Forward Purchase Contract [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Gross proceeds | $ 10,000,000 | |||||||||||||||||
Initial business combination units (in Shares) | 1,000,000 | 1,000,000 | ||||||||||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Generating gross proceeds | $ 10,000,000 | |||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Sponsor [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Sale of Units (in Shares) | 3,000,000 | 3,000,000 | ||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||||||||||||||||
First extension loan | $ 4,424,015 | |||||||||||||||||
Public share (in Dollars per share) | $ 0.2 | $ 0.33 | ||||||||||||||||
Extension loan | $ 976,832 | 976,832 | 976,832 | |||||||||||||||
Working capital | 1,750,000 | 1,750,000 | $ 1,750,000 | |||||||||||||||
Loans payable | 9,906,000 | 9,906,000 | $ 734,000 | 8,200,000 | $ 734,000 | |||||||||||||
Second extension loan | $ 9,906,000 | $ 9,906,000 | $ 734,000 | $ 8,200,000 | $ 734,000 | |||||||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Extension shares (in Shares) | 1,523,509 | |||||||||||||||||
Extension loan | $ 976,832 | $ 976,832 | $ 976,832 | |||||||||||||||
CF ACQUISITION CORP VIII [Member] | Private Placement Warrants [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Sale of Units (in Shares) | 540,000 | 540,000 | ||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Gross proceeds | $ 5,400,000 | |||||||||||||||||
Purchase price per share (in Dollars per share) | $ 10 | |||||||||||||||||
Generating gross proceeds | $ 5,400,000 | |||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Initial Public Offering [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Sale of Units (in Shares) | 25,000,000 | 25,000,000 | ||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||||
Net proceeds | $ 250,000,000 | |||||||||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||||
CF ACQUISITION CORP VIII [Member] | Sponsor Loan [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Working capital loan | $ 750,000 | |||||||||||||||||
Second extension loan | $ 734,000 | $ 734,000 | ||||||||||||||||
Face value of loans | $ 8,500,000 | |||||||||||||||||
Second extension loan per share (in Dollars per share) | 10 | 10 | ||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Trust Account [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
First extension loan | $ 4,424,015 | |||||||||||||||||
Public share (in Dollars per share) | $ 0.2 | |||||||||||||||||
Shares held trust account per share (in Dollars per share) | $ 10 | |||||||||||||||||
Common stock, par value (in Dollars per share) | 10 | 10 | ||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Price per share (in Dollars per share) | $ 12 | $ 12 | $ 12 | |||||||||||||||
Redeeming shares aggregate percentage | 15% | 15% | ||||||||||||||||
Shares held trust account per share (in Dollars per share) | $ 10 | |||||||||||||||||
Interest expenses | $ 210,000 | $ 459,000 | ||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | Forward Purchase Contract [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Shares issued (in Shares) | 250,000 | 250,000 | 250,000 | |||||||||||||||
Initial Business Combination [Member] | CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Fair market value percentage | 80% | 80% | 80% | |||||||||||||||
Liquidity and Capital Resources [Member] | CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Interest income earned | $ 276,000 | $ 18,000 | ||||||||||||||||
Interest income earned | $ 228,000 | $ 276,000 | ||||||||||||||||
Underwriting [Member] | CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Underwriting fees | $ 4,500,000 | |||||||||||||||||
Business Combination [Member] | CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Acquires outstanding voting securities | 50% | 50% | 50% | |||||||||||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||||||||
Dissolution expenses | $ 100,000 | |||||||||||||||||
Shares held trust account per share (in Dollars per share) | $ 10 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||
Business Combination [Member] | CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Shares held trust account per share (in Dollars per share) | $ 10 | |||||||||||||||||
Inflation Reduction Act of 2022 [Member] | CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Federal excise tax rate | 1% | 1% | ||||||||||||||||
Business Combination [Member] | CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||||
CFAC Holdings VIII, LLC [Member] | CF ACQUISITION CORP VIII [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Sale of Units (in Shares) | 25,000,000 | 25,000,000 | ||||||||||||||||
Net proceeds | $ 250,000,000 | |||||||||||||||||
Business combination expire | 5 years | 5 years | ||||||||||||||||
Generating gross proceeds | $ 250,000,000 | |||||||||||||||||
CFAC Holdings VIII, LLC [Member] | CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | ||||||||||||||||||
Description of the Business [Line Items] | ||||||||||||||||||
Common stock price (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||||||||||||
Common stock, par value (in Dollars per share) | $ 11.5 | $ 11.5 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Accounts receivable, net | $ 10,400 | $ 10,400 | $ 10,400 | $ 9,600 | ||||
Recognized revenue | $ 500 | 5,700 | 5,000 | $ 4,400 | ||||
Advertising costs | 300 | 200 | $ 100 | |||||
Research and development costs | 1,100 | 1,100 | 1,000 | |||||
Restructuring Charges | 145 | 267 | 6,379 | 100 | ||||
Foreign currency translation | 1,200 | 1,200 | 2,200 | |||||
Interest expense | $ 1,265 | $ 569 | $ 3,705 | $ 2,094 | 3,062 | 2,836 | 2,844 | |
Income tax expense | 263 | |||||||
Income tax expense | $ 1,653 | 886 | $ 776 | |||||
Customer Relationships [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 3 years 3 months 18 days | 3 years 3 months 18 days | 3 years 3 months 18 days | 5 years | ||||
Accounts receivable, net | $ 9,500 | |||||||
Other Customer [Member] | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Percentage of concentration of Credit Risk | 10% | |||||||
Customer Contracts [Member] | Customer Relationships [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Accounts receivable, net | 8,300 | |||||||
Minimum [Member] | Customer Relationships [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 4 years | |||||||
Minimum [Member] | Developed Technology Rights [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 5 years | |||||||
Maximum [Member] | Customer Relationships [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 16 years | |||||||
Maximum [Member] | Developed Technology Rights [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 8 years 6 months | |||||||
CF ACQUISITION CORP. VIII [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Interest expense | $ (100,000) | |||||||
Public shares (in Shares) | 669,661 | 669,661 | 669,661 | |||||
Income tax expense | $ 41,000 | $ 67,000 | ||||||
Effective tax rate | (0.20%) | (13.80%) | (0.30%) | 3.70% | ||||
Income tax expense | $ 98,000 | $ 139,000 | ||||||
Interest expense | 689,606 | |||||||
Income tax expense | $ 111,000 | $ 0 | ||||||
CF ACQUISITION CORP. VIII [Member] | Federal Statutory Rate [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Effective tax rate | 4.40% | 0% | ||||||
CF ACQUISITION CORP. VIII [Member] | Class A Common Stock [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Interest expense | $ 210,000 | $ 459,000 | ||||||
Common stock subject to possible redemption (in Shares) | 706,319 | 706,319 | 706,319 | 2,960,098 | 25,000,000 | |||
CF ACQUISITION CORP. VIII [Member] | Class A Common Stock [Member] | Private Placement [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Warrant purchase (in Shares) | 6,385,000 | 6,385,000 | 6,385,000 | 6,385,000 | ||||
Outsourced Contract Costs [Member] | Minimum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 3 years | |||||||
Outsourced Contract Costs [Member] | Maximum [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 5 years | |||||||
Software and Software Development Costs [Member] | ||||||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||||||
Average useful lives of customer relationships | 5 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | $ 40,178 | $ 39,053 | $ 125,250 | $ 136,722 | $ 180,349 | $ 205,772 | $ 217,272 |
France [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 12,659 | 15,006 | 44,564 | 50,471 | 66,054 | 74,305 | 74,637 |
Germany [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 13,639 | 10,880 | 32,319 | 41,462 | 55,668 | 56,906 | 62,401 |
United Kingdom [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 7,482 | 7,686 | 26,903 | 24,291 | 32,061 | 39,226 | 40,839 |
Sweden [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 3,409 | 3,645 | 13,392 | 13,644 | 17,640 | 23,680 | 24,598 |
Other [Member] | |||||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | $ 2,989 | $ 1,836 | $ 8,072 | $ 6,854 | $ 8,926 | $ 11,655 | $ 14,797 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Contract Assets, Contract Liabilities and Contract Costs Recognized - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Schedule Of Contract Assets Contract Liabilities And Contract Costs Recognized Abstract | |||
Accounts receivable, net, Balance at Beginning of Period | $ 41,752 | ||
Accounts receivable, net, Change | $ 868 | (6,643) | |
Accounts receivable, net, December 31 | 35,977 | 35,109 | $ 32,454 |
Deferred revenues, Balance at Beginning of Period | 6,398 | ||
Deferred revenues, Change | (100) | (638) | |
Deferred revenues, December 31 | 5,660 | 5,760 | 6,448 |
Customer deposits, Balance at Beginning of Period | 531 | ||
Customer deposits, Change | (1,086) | 1,616 | |
Customer deposits, December 31 | 1,061 | 2,147 | 635 |
Costs to obtain and fulfill a contract, Balance at Beginning of Period | 44 | 107 | $ 7 |
Costs to obtain and fulfill a contract, Change | (16) | (47) | |
Costs to obtain and fulfill a contract, December 31 | $ 44 | $ 60 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Transaction Price Allocated to the Remaining Performance Obligations - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2008 |
Schedule Of Transaction Price Allocated To The Remaining Performance Obligations Abstract | ||
2023 | $ 2,563 | $ 2,953 |
2024 | 3,448 | 832 |
2025 | 283 | 669 |
2026 and thereafter | 154 | 1,206 |
Total | $ 6,448 | $ 5,660 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventories [Line Items] | |||
Finished goods inventory net | $ 2.3 | $ 2.1 | $ 2 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories Net - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Inventories Net [Abstract] | |||
Finished goods | $ 6,607 | $ 6,135 | |
Allowance for obsolescence | (2,081) | (2,042) | |
Total inventories, net | $ 4,157 | $ 4,526 | $ 4,093 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accounts Receivable [Abstract] | |||
Billed receivables | $ 23,298 | $ 28,704 | $ 28,285 |
Unbilled receivables | 10,357 | 9,639 | 8,271 |
Less: Allowance for doubtful accounts | (1,200) | (2,366) | (1,447) |
Total accounts receivable, net | $ 32,454 | $ 35,977 | $ 35,109 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Prepaid Expenses And Other Current Assets Abstract | |||
Prepaid postage | $ 2,048 | $ 2,406 | |
Prepaid insurance | 765 | 701 | |
Prepaid maintenance | 390 | 793 | |
Government receivables | 3,496 | 3,942 | |
Deferred stock issuance costs | 478 | ||
Other prepaids | 1,596 | 2,191 | |
Total prepaid expenses and other current assets | $ 8,793 | $ 8,773 | $ 10,033 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Line Items] | |||
Interest on financing lease liabilities | $ 0.1 | $ 0.3 | $ 0.1 |
Amortization expense on finance lease right-of-use assets | 0.2 | 0.2 | 0.1 |
Rental expense for all operating leases | $ 5.4 | $ 6.6 | $ 7.3 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of ROU assets and lease liabilities - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease | |||
Operating lease right-of-use assets, net | $ 8,123 | $ 5,848 | $ 10,383 |
Current portion of operating lease liabilities | 2,162 | 1,796 | 4,120 |
Operating lease liabilities, net of current position | 5,912 | 3,963 | 6,255 |
Finance Lease | |||
Finance lease right-of-use assets, net (included in property, plant and equipment, net) | 1,345 | 2,138 | |
Current portion of finance lease liabilities | 546 | 757 | 1,073 |
Finance lease liabilities | $ 211 | $ 658 | $ 1,426 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Supplemental Combined and Consolidated Balance Sheet Information Related to Leases | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted-average remaining lease term | ||
Operating Leases | 4 years 1 month 28 days | 3 years 11 months 23 days |
Finance leases | 1 year 4 months 17 days | 2 years 2 months 1 day |
Weighted-average discount rate | ||
Operating Leases | 8.50% | 8% |
Finance leases | 8% | 8.80% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Maturities of Finance and Operating Lease Liabilities $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Maturities of Finance And Operating Lease Liabilities [Abstract] | |
2023 | $ 2,184 |
Finance Leases, 2023 | 852 |
2024 | 1,437 |
Finance Leases, 2024 | 646 |
2025 | 1,211 |
Finance Leases, 2025 | 15 |
2026 | 794 |
Finance Leases, 2026 | |
2027 | 741 |
Finance Leases, 2027 | |
2028 and thereafter | 363 |
Finance Leases, 2028 and thereafter | |
Total lease payments | 6,730 |
Finance Leases, Total lease payments | 1,513 |
Less: Imputed interest | (971) |
Finance Leases, Less: Imputed interest | (98) |
Present value of lease liabilities | 5,759 |
Finance Leases, Present value of lease liabilities | $ 1,415 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Cash Paid and Related Right-of-Use Operating Finance or Operating Lease - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows from operating leases | $ 4,347 | $ 5,336 | |||
Financing cash flows from finance leases | $ 660 | $ 847 | 1,021 | 1,600 | $ 1,144 |
Right-of-use lease assets obtained in the exchange for lease liabilities: | |||||
Operating leases | 34 | 1,796 | |||
Finance leases | $ 104 | $ 286 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment, Net [Line Items] | |||||||
Property, plant and equipment | $ 3,700 | $ 4,200 | $ 4,600 | ||||
Depreciation expense | $ 1,000 | $ 1,000 | $ 2,662 | $ 2,865 | $ 3,779 | $ 4,159 | $ 4,624 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of Property, Plant and Equipment - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 60,439 | $ 59,249 | $ 57,462 |
Less: Accumulated depression and amortization | (44,629) | (44,448) | |
Total property, plant and equipment, net | 14,111 | 14,620 | 13,014 |
Buildings and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 8,768 | $ 8,788 | 5,074 |
Buildings and improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 7 years | 7 years | |
Buildings and improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 40 years | 40 years | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | Shorter of life of improvement or lease term | Shorter of life of improvement or lease term | |
Expected Useful Lives, Gross | $ 960 | $ 967 | 1,039 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | 3 | ||
Vehicles [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 5 years | ||
Vehicles [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 7 years | ||
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 8,374 | $ 6,986 | 7,133 |
Machinery and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 5 years | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 15 years | 15 years | |
Computer equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 30,274 | $ 29,870 | 30,958 |
Computer equipment and software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 3 years | 3 years | |
Computer equipment and software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 8 years | 8 years | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 7,866 | $ 7,805 | 8,129 |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 5 years | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 15 years | 15 years | |
Finance lease right-of use assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | Shorter of life of the asset or lease term | Shorter of life of the asset or lease term | |
Expected Useful Lives, Gross | $ 4,196 | $ 4,833 | $ 5,126 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets and Goodwill [Line Items] | |||||||
Aggregate amortization expense | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.5 | $ 0.6 | $ 1 | $ 1.7 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | 5 years | 5 years | |
Gross Carrying Amount(a) | $ 3,049 | $ 3,232 | |
Accumulated Amortization | (1,564) | (1,263) | $ (1,822) |
Intangible Asset, net | $ 1,485 | $ 1,969 | $ 1,192 |
Outsource contract costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | 1 year 6 months | ||
Gross Carrying Amount(a) | $ 449 | ||
Accumulated Amortization | (405) | ||
Intangible Asset, net | $ 44 | ||
Internally developed software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | 10 months 24 days | 10 months 24 days | |
Gross Carrying Amount(a) | $ 2,485 | $ 2,777 | |
Accumulated Amortization | (2,485) | (2,518) | |
Intangible Asset, net | $ 259 | ||
Developed technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | |||
Gross Carrying Amount(a) | $ 4,759 | $ 4,759 | |
Accumulated Amortization | (4,759) | (4,759) | |
Intangible Asset, net | |||
Total intangibles net [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount(a) | 10,742 | 11,257 | |
Accumulated Amortization | (9,213) | (8,969) | |
Intangible Asset, net | $ 1,529 | $ 2,288 | |
Outsource contract costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | 2 years 1 month 6 days | ||
Gross Carrying Amount(a) | $ 489 | ||
Accumulated Amortization | (429) | ||
Intangible Asset, net | $ 60 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of Estimated Intangibles Amortization Expense - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Estimated Intangibles Amortization Expense Abstract | ||
2023 | $ 414 | |
2024 | 375 | |
2025 | 372 | |
2026 | 368 | |
Total | $ 1,196 | $ 1,529 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details) - Schedule of Goodwill by Reporting segment - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Balance at beginning | $ 22,062 | $ 23,952 | $ 25,760 |
Additions | |||
Disposals | (253) | ||
Impairments | |||
Currency Translation Adjustments | (222) | (1,890) | (1,555) |
Balance at ending | 21,841 | 22,062 | 23,952 |
Bills & Payments [Member] | |||
Goodwill [Line Items] | |||
Balance at beginning | 9,689 | 10,447 | 11,419 |
Additions | |||
Disposals | (253) | ||
Impairments | |||
Currency Translation Adjustments | (98) | (758) | (719) |
Balance at ending | 9,592 | 9,689 | 10,447 |
Technology [Member] | |||
Goodwill [Line Items] | |||
Balance at beginning | 12,373 | 13,505 | 14,341 |
Additions | |||
Disposals | |||
Impairments | |||
Currency Translation Adjustments | (124) | (1,132) | (836) |
Balance at ending | $ 12,249 | $ 12,373 | $ 13,505 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of Accrued liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Schedule of Accrued liabilities [Abstract] | |||
Accrued taxes (exclusive of income taxes) | $ 10,691 | $ 7,284 | |
Accrued professional and legal fees | 827 | 581 | |
Accrued legal reserve for pending litigation | 3,977 | 3,621 | |
Accrued employee related expenses | 377 | 418 | |
Accrued postage and shipping | 1,980 | 2,950 | |
Other accruals | 6,872 | 7,368 | |
Total accrued liabilities | $ 24,724 | $ 22,222 | $ 25,955 |
Debt (Details)
Debt (Details) € in Millions, £ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Aug. 25, 2020 USD ($) | Sep. 15, 2023 GBP (£) | Oct. 31, 2022 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 GBP (£) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2023 GBP (£) | Dec. 31, 2022 GBP (£) | Aug. 25, 2020 EUR (€) | Jun. 04, 2015 USD ($) | |
Debt [Line Items] | ||||||||||||||||
Borrowing facility | $ 1.5 | $ 1.5 | $ 4.1 | € 31 | ||||||||||||
Borrowing facility receivables rate | 0.08% | 3% | 3% | 3% | ||||||||||||
Interest expense | $ 0.3 | $ 0.3 | $ 0.1 | |||||||||||||
Borrowing facility | £ 9 | £ 9 | € 0.1 | |||||||||||||
Aggregate principal amount | $ 6.2 | $ 6.7 | 5 | |||||||||||||
Interest rate Percentage | 3% | 3.50% | 3.50% | 3.50% | 3.50% | 3.50% | ||||||||||
Working capital loan facility | $ 4.8 | $ 5.4 | ||||||||||||||
Subsidiary borrowings | $ 10.9 | $ 0.1 | ||||||||||||||
Ratio of debt service | 1.93 | 1.93 | ||||||||||||||
Committed facility agreement | $ 1.5 | £ 1.4 | $ 1.6 | £ 1.4 | ||||||||||||
Borrowing facility interest rate | 0.55% | 0.55% | ||||||||||||||
Incurred interest expense | 0.1 | $ 0.1 | $ 0.4 | $ 0.2 | ||||||||||||
Purchased accounts receivables | £ 15 | 2.1 | 2.1 | |||||||||||||
Accounts receivable | 0.1 | 0.1 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Outstanding balances | 11 | |||||||||||||||
Ratio of debt service | 1.93 | 1.93 | 1.5 | |||||||||||||
Minimum [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Outstanding balances | $ 0.1 | |||||||||||||||
Ratio of debt service | 1.1 | 1.1 | 0.61 | |||||||||||||
Secured Borrowing Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Borrowing facility | $ 31 | $ 2.6 | ||||||||||||||
Borrowing facility receivables rate | 0.16% | 0.16% | 0.80% | |||||||||||||
Interest expense | $ 0 | $ 0 | $ 0.2 | |||||||||||||
Outstanding balances | $ 4.2 | $ 5.7 | ||||||||||||||
Term Loan A Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Borrowing facility receivables rate | 2% | 2% | 2% | 2% | 2% | |||||||||||
Interest rate Percentage | 2% | 2% | ||||||||||||||
Outstanding balance | 1.8 | $ 1.8 | $ 1.9 | |||||||||||||
Term Loan B Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Borrowing facility receivables rate | 2.50% | 2.50% | 2.50% | 2.50% | 2.50% | |||||||||||
Interest rate Percentage | 2.50% | 2.50% | ||||||||||||||
Outstanding balance | 0.5 | $ 0.5 | $ 1 | |||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Borrowing facility receivables rate | 3% | 3% | ||||||||||||||
Outstanding balance | $ 6.1 | $ 6.1 | 6 | |||||||||||||
Revolving Working Capital [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Outstanding balances | $ 5.9 | $ 4.8 | ||||||||||||||
Interest rate Percentage | 3% | 3% | ||||||||||||||
Term Loan A Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1.9 | $ 2.4 | 2 | 2 | ||||||||||||
Term Loan B Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 1 | $ 1.7 | 2 | 2 | ||||||||||||
Revolving Working Capital [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | £ | 4 | £ 4 | ||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Debt [Line Items] | ||||||||||||||||
Aggregate principal amount | £ | £ 5 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt Instruments were Outstanding - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Debt Instruments Were Outstanding Abstract | |||
Term loan | $ 3,854 | $ 4,489 | $ 4,031 |
Revolvers | 12,018 | 10,852 | 12,127 |
Secured borrowings under Securitization Facility | 1,487 | 4,075 | 5,665 |
Total debt | 17,358 | 19,416 | 21,823 |
Less: Current portion of long-term debt | 3,456 | 4,970 | 18,603 |
Long-term debt, net of current maturities | $ 13,902 | $ 14,446 | $ 3,220 |
Debt (Details) - Schedule of Ma
Debt (Details) - Schedule of Maturities of Long-Term Debt - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Maturities Of Long Term Debt Abstract | |||
2023 | $ 4,970 | ||
2024 | 11,747 | ||
2025 | 169 | ||
2026 | 169 | ||
2027 | 931 | ||
Total debt | $ 17,358 | 19,416 | $ 21,823 |
Less: Unamortized discount and debt issuance costs | 23 | ||
Total maturities of long-term debt | $ 19,393 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||||||
Deferred tax assets | $ 27,558 | $ 32,092 | |||||
Deferred tax liabilities | $ 1,100 | ||||||
Gross foreign NOLs | 75.50% | ||||||
Tax effected foreign NOLs | $ 19,700 | ||||||
NOLs expiring | 9,000 | ||||||
Income tax expense | $ 1,046 | $ 539 | $ 1,523 | $ 1,933 | (2,562) | (2,920) | $ (4,502) |
Effective tax rate | 35.46% | 39.20% | |||||
Statutory tax rate | 21% | 21% | |||||
Minimum tax | 1,000,000 | ||||||
Other Noncurrent Liabilities [Member] | |||||||
Income Taxes [Line Items] | |||||||
Tax effected | 1,200 | ||||||
Income Tax Expense [Member] | |||||||
Income Taxes [Line Items] | |||||||
Income tax expense | $ 1,000 | $ 500 | $ 1,500 | $ 1,900 | |||
CF ACQUISITION CORP VIII [Member] | |||||||
Income Taxes [Line Items] | |||||||
Deferred tax assets | 982,382 | 571,138 | |||||
Federal income tax expense | 111,000 | ||||||
Income tax expense | $ 111,023 | ||||||
Effective tax rate | 4.40% | ||||||
Statutory tax rate | 21% | 21% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income taxes | |||
Federal | |||
State | |||
Foreign | 909 | 2,034 | 3,726 |
Total Deferred | 909 | 2,034 | 3,726 |
Foreign | 1,653 | 886 | 776 |
Total Current | 1,653 | 886 | 776 |
Total income tax provision | $ 2,562 | $ 2,920 | $ 4,502 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Domestic and Foreign Components - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) - Schedule of Domestic and Foreign Components [Line Items] | |||
Total income tax provision | $ (5,367) | $ (9,808) | $ (23,875) |
U.S [Member] | |||
Income Taxes (Details) - Schedule of Domestic and Foreign Components [Line Items] | |||
Total income tax provision | |||
Foreign [Member] | |||
Income Taxes (Details) - Schedule of Domestic and Foreign Components [Line Items] | |||
Total income tax provision | $ (5,367) | $ (9,808) | $ (23,875) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Taxes Assets (Liabilities) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | ||
Property, plant, and equipment | $ 228 | $ 481 |
Defined benefit liability | 4,214 | 5,684 |
Bad debt reserve | 163 | 237 |
Inventories | 160 | 136 |
Accrued liabilities | 2,125 | 4,820 |
Accrued pension liabilities | 699 | 845 |
Operating lease liabilities | 258 | 992 |
Net operating loss | 19,711 | 18,897 |
Total deferred income tax assets | 27,558 | 32,092 |
Deferred income tax liabilities: | ||
Stock-based compensation | (41) | |
Operating lease right of use assets | (280) | (986) |
Intangible assets | (777) | (890) |
Total deferred income tax liabilities | (1,057) | (1,917) |
Valuation allowance | (19,446) | (20,621) |
Total net deferred income tax assets | $ 7,055 | $ 9,554 |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Federal Statutory Income Tax and the Effective Income Tax on Pretax Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Federal Statutory Income Tax And The Effective Income Tax On Pretax Loss Abstract | |||
Tax expense at statutory rate | $ (1,128) | $ (2,112) | $ (5,041) |
Foreign rate difference | 428 | (107) | (280) |
Foreign tax expense | 61 | ||
Return to provision adjustments | 399 | ||
Rate change | (561) | ||
Change in valuation allowance | 2,296 | 4,153 | 11,243 |
Currency translation adjustment | |||
Permanent differences | 1,129 | 986 | (1,220) |
Tax credit | |||
Trade tax | 2 | ||
Other | (263) | ||
Income tax expense | $ 2,562 | $ 2,920 | $ 4,502 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Employee Benefit Plans [Line Items] | |||||||
Pension liabilities | $ 15,969 | $ 15,969 | $ 16,076 | $ 27,357 | |||
Actuarial losses | 3,400 | 3,300 | 10,400 | ||||
Net deferred tax benefit | 7,456 | 7,456 | $ 7,055 | 9,554 | |||
Percentage of amortization of gains and losses | 10% | ||||||
Amortized period | 15 years | ||||||
Long term expected rate of return on cash | 10 years | ||||||
Long term expected rate of return on liabilities | 20 years | ||||||
Inflation rate of CPI | 2.30% | ||||||
Employer contributions | $ 600 | $ 1,900 | 600 | $ 1,900 | $ 2,862 | 3,249 | |
Expected contribution | 2,500 | 2,700 | |||||
Net deferred tax benefit | 2,562 | 2,920 | $ 4,502 | ||||
Other Comprehensive Income (Loss) [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Net deferred tax benefit | 1,900 | 1,900 | |||||
Net deferred tax benefit | $ 2,000 | $ 2,000 | |||||
UK Pension Plan [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Number of subsidiaries | 2 | 2 | 2 | ||||
Eligibility Period for defined benefit | 3 years | 3 years | |||||
Number of employees eligible for pension | |||||||
Pension liabilities | $ 13,700 | 23,000 | |||||
Percentage of expected long-term rate of return on plan assets | 3.45% | ||||||
German Pension Plan [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Number of employees eligible for pension | |||||||
Minimum qualification period | 10 years | 10 years | |||||
Pension liabilities | $ 1,200 | 1,800 | |||||
Norway Pension Plan [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Eligibility Period for defined benefit | 3 years | 3 years | |||||
Number of employees eligible for pension | |||||||
Pension liabilities | $ 500 | 100 | |||||
Asterion Pension Plan [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Eligibility Period for defined benefit | 3 years | 3 years | |||||
Number of employees eligible for pension | |||||||
Pension liabilities | $ 1,700 | $ 2,500 | |||||
Minimum [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Expected rate of return term | 10 years | ||||||
Expected rate of return term on investment | 15 years | ||||||
Minimum [Member] | UK Pension Plan [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Expected rate of return term | 15 years | 15 years | |||||
Maximum [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Expected rate of return term | 20 years | ||||||
Expected rate of return term on investment | 20 years | ||||||
Maximum [Member] | UK Pension Plan [Member] | |||||||
Employee Benefit Plans [Line Items] | |||||||
Expected rate of return term | 20 years | 20 years |
Employee Benefit Plans (Detai_2
Employee Benefit Plans (Details) - Schedule of Combined and Consolidated Financial Statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Change in Benefit Obligation: | ||||||||
Benefit obligation at beginning of period | $ 61,770 | $ 117,582 | $ 117,582 | $ 122,069 | ||||
Service cost | $ 10 | $ 14 | 30 | 45 | 53 | 68 | $ 69 | |
Interest cost | 779 | 454 | 2,298 | 1,458 | 1,910 | 1,686 | 1,984 | |
Actuarial gain | (44,748) | (2,243) | ||||||
Plan amendments | (28) | |||||||
Plan curtailment | 149 | 98 | ||||||
Benefits paid | (1,915) | (2,497) | ||||||
Foreign-exchange rate changes | (11,261) | (1,571) | ||||||
Benefit obligation at end of year | 61,770 | 117,582 | 122,069 | |||||
Change in Plan Assets: | ||||||||
Fair value of plan assets at beginning of period | 45,694 | 90,225 | 90,225 | 87,414 | ||||
Actual (loss) return on plan assets | (36,818) | 2,950 | ||||||
Employer contributions | $ 600 | $ 1,900 | $ 600 | $ 1,900 | 2,862 | 3,249 | ||
Participants’ contributions | 16 | |||||||
Benefits paid | (1,818) | (2,394) | ||||||
Foreign-exchange rate changes | (8,757) | (1,010) | ||||||
Fair value of plan assets at end of year | 45,694 | 90,225 | 87,414 | |||||
Funded status at end of year | (16,076) | (27,357) | ||||||
Net amount recognized in the Consolidated Balance Sheets: | ||||||||
Pension liability, net | [1] | (16,076) | (27,357) | |||||
Amounts recognized in accumulated other comprehensive loss, net of tax consist of: | ||||||||
Net actuarial gain | (6,959) | (6,061) | ||||||
Net prior service costs | (124) | (127) | ||||||
Net amount recognized in accumulated comprehensive loss, net of tax | (7,083) | (6,188) | ||||||
Plans with underfunded or non-funded accumulated benefit obligation: | ||||||||
Aggregate projected benefit obligation | 61,770 | 117,582 | $ 122,069 | |||||
Aggregate accumulated benefit obligation | 61,770 | 117,582 | ||||||
Aggregate fair value of plan assets | $ 45,694 | $ 90,225 | ||||||
[1]Combined balance of $16.1 |
Employee Benefit Plans (Detai_3
Employee Benefit Plans (Details) - Schedule of Net Periodic Benefit Cost - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Net Periodic Benefit Cost [Abstract] | |||||||
Service cost | $ 10 | $ 14 | $ 30 | $ 45 | $ 53 | $ 68 | $ 69 |
Interest cost | 779 | 454 | 2,298 | 1,458 | 1,910 | 1,686 | 1,984 |
Expected return on plan assets | (693) | (678) | (2,045) | (2,172) | (2,856) | (2,410) | (2,530) |
Amortization | |||||||
Amortization of prior service cost | 90 | 50 | 268 | 159 | 273 | 127 | 103 |
Amortization of net loss | 403 | 605 | 1,186 | 1,938 | 1,768 | 3,103 | 1,741 |
Settlement loss | 637 | ||||||
Net periodic benefit cost | $ 589 | $ 445 | $ 1,737 | $ 1,428 | $ 1,148 | $ 2,574 | $ 2,004 |
Employee Benefit Plans (Detai_4
Employee Benefit Plans (Details) - Schedule of Determine Benefit Obligation and Net Periodic Benefit Costs | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
UK [Member] | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 5% | 1.80% |
Rate of compensation increase | ||
Weighted-average assumptions used to determine net periodic benefit costs: | ||
Discount rate | 1.80% | 1.40% |
Expected asset return | 3.45% | 2.72% |
Rate of compensation increase | ||
Germany [Member] | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 3.80% | 1% |
Rate of compensation increase | ||
Weighted-average assumptions used to determine net periodic benefit costs: | ||
Discount rate | 3.80% | 1% |
Expected asset return | ||
Rate of compensation increase | ||
Norway [Member] | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 3% | 1.90% |
Rate of compensation increase | 3.50% | 2.75% |
Weighted-average assumptions used to determine net periodic benefit costs: | ||
Discount rate | 3% | 1.90% |
Expected asset return | 4.15% | 3.10% |
Rate of compensation increase | 3.50% | 2.75% |
Asterion [Member] | ||
Weighted-average assumptions used to determine benefit obligations: | ||
Discount rate | 3.80% | 1.13% |
Rate of compensation increase | ||
Weighted-average assumptions used to determine net periodic benefit costs: | ||
Discount rate | 3.80% | 1.13% |
Expected asset return | 3.80% | 1.13% |
Rate of compensation increase |
Employee Benefit Plans (Detai_5
Employee Benefit Plans (Details) - Schedule of Weighted Average Allocation of Plan Assets | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Weighted Average Allocation of Plan Assets [Abstract] | ||
Total weighted average allocation of plan assets | 100% | 100% |
U.K. and other international equities [Member] | ||
Schedule of Weighted Average Allocation of Plan Assets [Abstract] | ||
Total weighted average allocation of plan assets | 27.10% | 32.70% |
U.K. government and corporate bonds [Member] | ||
Schedule of Weighted Average Allocation of Plan Assets [Abstract] | ||
Total weighted average allocation of plan assets | 5.50% | 2.70% |
Diversified growth fund [Member] | ||
Schedule of Weighted Average Allocation of Plan Assets [Abstract] | ||
Total weighted average allocation of plan assets | 18.40% | 25.70% |
Liability driven investments [Member] | ||
Schedule of Weighted Average Allocation of Plan Assets [Abstract] | ||
Total weighted average allocation of plan assets | 44.30% | 34.60% |
Multi-asset credit fund [Member] | ||
Schedule of Weighted Average Allocation of Plan Assets [Abstract] | ||
Total weighted average allocation of plan assets | 4.70% | 4.30% |
Employee Benefit Plans (Detai_6
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Total fair value | $ 45,694 | $ 90,225 |
Cash [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Asset Category | 932 | 149 |
Corporate bonds/U.K. Gilts [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | 11,400 | 17,423 |
Fixed income securities | 2,529 | 2,444 |
Other international [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | 11,909 | |
Level 1 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Total fair value | 932 | 149 |
Level 1 [Member] | Cash [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Asset Category | 932 | 149 |
Level 1 [Member] | Corporate bonds/U.K. Gilts [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | ||
Fixed income securities | ||
Level 1 [Member] | Other international [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | ||
Level 2 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Total fair value | 44,762 | 90,076 |
Level 2 [Member] | Cash [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Asset Category | ||
Level 2 [Member] | Corporate bonds/U.K. Gilts [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | 11,400 | 17,423 |
Fixed income securities | 2,529 | 2,444 |
Level 2 [Member] | Other international [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | 11,909 | |
Level 3 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Total fair value | ||
Level 3 [Member] | Cash [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Asset Category | ||
Level 3 [Member] | Corporate bonds/U.K. Gilts [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | ||
Fixed income securities | ||
Level 3 [Member] | Other international [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Equity funds | ||
Diversified growth fund [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | 8,417 | 23,122 |
Diversified growth fund [Member] | Level 1 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | ||
Diversified growth fund [Member] | Level 2 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | 8,417 | 23,122 |
Diversified growth fund [Member] | Level 3 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | ||
Liability driven investments [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | 20,258 | 31,259 |
Liability driven investments [Member] | Level 1 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | ||
Liability driven investments [Member] | Level 2 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | 20,258 | 31,259 |
Liability driven investments [Member] | Level 3 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | ||
Multi-asset credit fund [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | 2,158 | 3,919 |
Multi-asset credit fund [Member] | Level 1 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | ||
Multi-asset credit fund [Member] | Level 2 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments | 2,158 | 3,919 |
Multi-asset credit fund [Member] | Level 3 [Member] | ||
Employee Benefit Plans (Details) - Schedule of Fair Value of Our Pension Assets [Line Items] | ||
Other investments |
Employee Benefit Plans (Detai_7
Employee Benefit Plans (Details) - Schedule of Estimated Future Pension Benefit Payments $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Estimated Future Pension Benefit Payments [Abstract] | |
2023 | $ 1,872 |
2024 | 2,067 |
2025 | 2,656 |
2026 | 2,674 |
2027 | 2,978 |
2028 – 2032 | 13,615 |
Total | $ 25,862 |
Commitments and Contingencies_2
Commitments and Contingencies (Restated) (Details) € in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Nov. 16, 2023 USD ($) | Nov. 10, 2023 USD ($) | May 28, 2021 USD ($) | Mar. 16, 2021 shares | Dec. 31, 2020 USD ($) | Nov. 30, 2020 USD ($) | Sep. 30, 2020 EUR (€) | May 28, 2021 USD ($) | Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 EUR (€) shares | May 09, 2023 USD ($) | Apr. 11, 2023 EUR (€) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies (Restated) [Line Items] | ||||||||||||||||
Estimate range of possible losses | € 10,000 | $ 4,300 | ||||||||||||||
Damages and costs | $ 13,000 | |||||||||||||||
Party charges | $ 8,900 | |||||||||||||||
Accrued liability balance | $ 8,900 | |||||||||||||||
Accrued liabilities | $ 1,600 | € 3,990 | $ 3,300 | |||||||||||||
Accrued Liabilities | 2,200 | |||||||||||||||
Agreed principle amount (in Euro) | € | € 100 | |||||||||||||||
Claim amount (in Euro) | € | € 1,000 | |||||||||||||||
Claims settlement (in Euro) | € | € 1,000 | |||||||||||||||
Settlement principle | 600 | |||||||||||||||
Aggregate amount in excess (in Euro) | € | € 10,000 | |||||||||||||||
Aggregate for the counterclaimed damages and costs | $ 13,000 | |||||||||||||||
Reimbursement of certain third party charges | $ 8,900 | |||||||||||||||
Net outstanding balance | 900 | 1,600 | ||||||||||||||
Settlement amount | $ 200 | |||||||||||||||
Settlement offer | 1,500 | |||||||||||||||
Total claim | $ 1,100 | |||||||||||||||
Total amount claims | $ 1,100 | |||||||||||||||
Paid amount | $ 1,100 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Commitments and Contingencies (Restated) [Line Items] | ||||||||||||||||
Partially exercised additional units (in Shares) | shares | 3,000,000 | |||||||||||||||
IPO [Member] | ||||||||||||||||
Commitments and Contingencies (Restated) [Line Items] | ||||||||||||||||
Underwriter fee | 100,000 | 100,000 | ||||||||||||||
Accrued Liabilities [Member] | ||||||||||||||||
Commitments and Contingencies (Restated) [Line Items] | ||||||||||||||||
Accrued liabilities | $ 2,200 | $ 2,200 | ||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||
Commitments and Contingencies (Restated) [Line Items] | ||||||||||||||||
Shares issued (in Shares) | shares | 3,300,000 | 3,300,000 | 3,300,000 | |||||||||||||
Cash underwriting discount | $ 4,400,000 | $ 4,400,000 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement [Line Items] | ||||
Aggregate commitment | $ 10,000 | $ 10,000 | $ 10,000 | |
Fixed commitment amount | $ 10,000 | $ 10,000 | $ 10,000 | |
Business combination percentage | 80% | |||
Sponsor loans | $ 7,534,106 | |||
Business combination, percentage | 80% | 100% | ||
Minimum [Member] | ||||
Fair Value Measurement [Line Items] | ||||
Sponsor percentage | 8% | 8% | ||
Maximum [Member] | ||||
Fair Value Measurement [Line Items] | ||||
Sponsor percentage | 80% | 80% | ||
Level 3 [Member] | ||||
Fair Value Measurement [Line Items] | ||||
Fair value transfers out of level 3 | $ 7,100 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring [Line Items] | |||||||
Restructuring liability | $ 2,200 | $ 2,000 | $ 4,200 | ||||
Total restructuring costs | 6,400 | ||||||
Cost of revenue | $ 31,380 | $ 31,608 | 95,401 | $ 103,580 | 136,787 | 165,022 | $ 175,497 |
Selling general and administrative expenses | 7,741 | 7,396 | 24,336 | 22,721 | 32,956 | 29,764 | 44,199 |
Restructuring sold amount | 3,000 | ||||||
Recording a gain selling general and administrative expenses | $ 7,741 | $ 7,396 | $ 24,336 | $ 22,721 | $ 32,956 | 29,764 | $ 44,199 |
Other Restructuring [Member] | |||||||
Restructuring [Line Items] | |||||||
Cost of revenue | 5,600 | ||||||
Selling, General and Administrative Expenses [Member] | |||||||
Restructuring [Line Items] | |||||||
Selling general and administrative expenses | 800 | ||||||
Recording a gain selling general and administrative expenses | $ 1,900 |
Restructuring (Details) - Sched
Restructuring (Details) - Schedule of Restructuring Liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Restructuring Liability Abstract | ||||
Balance | $ 2,036 | $ 4,237 | $ 108 | |
Restructuring charges | 145 | 267 | 6,379 | $ 100 |
Payment of benefits | 0 | (2,468) | (2,250) | |
Balance | $ 2,181 | $ 2,036 | $ 4,237 | $ 108 |
Other (Income) Expense, Net (_3
Other (Income) Expense, Net (Restated) (Details) - Schedule of Other (Income) Expense, Net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Other Income Expense Net Abstract | |||||||
Pension (income) expense, net | $ (804) | $ 834 | $ (17) | ||||
Other expense, net | 1,308 | ||||||
Total other (income) expense, net | $ 200 | $ 41 | $ 589 | $ 94 | $ (804) | $ 2,142 | $ (17) |
Related Parties (Details)
Related Parties (Details) $ / shares in Units, $ in Thousands, € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Sep. 14, 2023 $ / shares | Mar. 15, 2023 USD ($) | Mar. 14, 2023 $ / shares | Mar. 09, 2022 USD ($) $ / shares | Mar. 16, 2021 $ / shares shares | Mar. 11, 2021 | Jul. 08, 2020 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 EUR (€) shares | Sep. 30, 2023 SGD ($) shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2023 USD ($) | Mar. 06, 2023 shares | Oct. 14, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 25, 2022 shares | Mar. 08, 2021 shares | Dec. 31, 2014 | |
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Related party sales | $ 100 | $ 0 | $ 200 | $ 100 | $ 100 | $ 200 | $ 300 | ||||||||||||||||||||||
General corporate expenses | 1,000 | 1,000 | 2,800 | 3,100 | 4,100 | 4,300 | 4,000 | ||||||||||||||||||||||
Royalty expense | 209 | 153 | 432 | 440 | 631 | 530 | 538 | ||||||||||||||||||||||
Total management fees | $ 136 | 1,293 | $ 435 | 3,497 | 3,627 | 4,997 | 6,026 | ||||||||||||||||||||||
Affiliate cost | € 20 | $ 20,000 | |||||||||||||||||||||||||||
Bears annual interest | 9.50% | 9.50% | 9.50% | 9.50% | |||||||||||||||||||||||||
Affiliate cost | $ 9.3 | $ 9,300 | |||||||||||||||||||||||||||
Fixed interest rate | 4% | 4% | 4% | 4% | 12% | 13.50% | |||||||||||||||||||||||
LIBOR percentage | 13.50% | 12% | |||||||||||||||||||||||||||
Interest expense | $ 1,265 | 569 | $ 3,705 | 2,094 | $ 3,062 | 2,836 | 2,844 | ||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 540,000 | 540,000 | |||||||||||||||||||||||||||
Sponsor amount | $ 7,534,106 | ||||||||||||||||||||||||||||
Loans payable | $ 4,489 | 3,854 | 3,854 | $ 4,031 | $ 4,489 | 4,031 | |||||||||||||||||||||||
Related party purchases | $ 0 | 600 | $ 1,000 | 3,200 | |||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||
Class A Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 540,000 | 540,000 | |||||||||||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Founder shares outstanding (in Shares) | shares | 6,250,000 | ||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | shares | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 | ||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
General corporate expenses | $ 770,927 | 1,108,906 | $ 1,708,519 | 1,913,161 | $ 2,601,894 | 2,440,245 | |||||||||||||||||||||||
Interest expense | (100,000) | ||||||||||||||||||||||||||||
Compensation expense | 29,000 | 29,000 | 29,000 | 147,000 | |||||||||||||||||||||||||
Stock split, description | the Company effected a 1.1-for-1 stock split. | ||||||||||||||||||||||||||||
Initial stockholders ownership percentage | 20% | 20% | |||||||||||||||||||||||||||
Working capital | $ 9,209,000 | 11,566,000 | 11,566,000 | $ 2,634,000 | 9,209,000 | 2,634,000 | |||||||||||||||||||||||
Other working capital expenses | 10,000 | 10,000 | |||||||||||||||||||||||||||
Office space and administrative fees | $ 30,000 | 30,000 | 90,000 | 90,000 | 120,000 | 95,000 | |||||||||||||||||||||||
Working capital loan | $ 500,000 | $ 300,000 | $ 750,000 | $ 1,000,000 | |||||||||||||||||||||||||
Sponsor amount | $ 500,000 | 79,000 | |||||||||||||||||||||||||||
Public share per share (in Dollars per share) | $ / shares | $ 11.06 | $ 10.69 | $ 0.33 | ||||||||||||||||||||||||||
Second extension loan | $ 976,832 | 976,832 | 976,832 | ||||||||||||||||||||||||||
Third extension loan | $ 344,781 | ||||||||||||||||||||||||||||
Face amounts of loans | 8,500,000 | $ 9,906,000 | 8,500,000 | 734,000 | |||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Sponsor [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Founder shares outstanding (in Shares) | shares | 733,400 | 733,400 | |||||||||||||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | shares | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | ||||||||||||||||||||||||||||
Pre IPO Note | $ 300,000 | 300,000 | |||||||||||||||||||||||||||
Working capital | 1,750,000 | $ 1,750,000 | 1,750,000 | 1,750,000 | |||||||||||||||||||||||||
First working capital | $ 1,000,000 | ||||||||||||||||||||||||||||
Public share per share (in Dollars per share) | $ / shares | $ 0.2 | $ 0.33 | |||||||||||||||||||||||||||
Second extension loan | 8,200,000 | 9,906,000 | 9,906,000 | $ 734,000 | 8,200,000 | 734,000 | |||||||||||||||||||||||
Loans payable | 8,200,000 | $ 9,906,000 | 9,906,000 | 734,000 | $ 8,200,000 | 734,000 | |||||||||||||||||||||||
Founder shares outstanding (in Shares) | shares | 733,400 | ||||||||||||||||||||||||||||
Accounts payable outstanding | $ 0 | $ 0 | |||||||||||||||||||||||||||
Expenses paid | $ 571,000 | $ 571,000 | |||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Aggregate price | 5,400,000 | 5,400,000 | |||||||||||||||||||||||||||
Compensation expense | $ 20,000 | $ 20,000 | |||||||||||||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | shares | 540,000 | 540,000 | 540,000 | 540,000 | |||||||||||||||||||||||||
Price per unit (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Initial Public Offering [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | shares | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||||
Percentage of gross proceeds | 3.50% | 3.50% | 3.50% | 3.50% | |||||||||||||||||||||||||
Pre IPO Note | $ 79,000 | $ 79,000 | |||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Sponsor purchased an aggregate shares (in Shares) | shares | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||
Percentage of gross proceeds | 5.50% | 5.50% | 5.50% | 5.50% | |||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Sponsor Loan [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Working capital loan | $ 750,000 | ||||||||||||||||||||||||||||
Second extension loan | $ 734,000 | $ 734,000 | |||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Public Shares [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Sponsor amount | $ 4,424,015 | ||||||||||||||||||||||||||||
Public share per share (in Dollars per share) | $ / shares | $ 0.2 | ||||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Interest expense | $ 210,000 | $ 459,000 | |||||||||||||||||||||||||||
Sponsor transferred shares (in Shares) | shares | 2,500 | ||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 5,000,000 | ||||||||||||||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | 12 | $ 12 | $ 12 | $ 12 | |||||||||||||||||||||||||
Price per unit (in Dollars per share) | $ / shares | 10 | 10 | |||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | Sponsor [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 5,000,000 | ||||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||||||||||||||||
CF ACQUISITION CORP VIII [Member] | Class B Common Stock [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||||||
Aggregate price | $ 25,000 | ||||||||||||||||||||||||||||
Sponsor transferred shares (in Shares) | shares | 20,000 | ||||||||||||||||||||||||||||
Number of shares forfeited (in Shares) | shares | 75,000 | 75,000 | |||||||||||||||||||||||||||
Aggregate of founder share outstanding (in Shares) | shares | 6,250,000 | 6,250,000 | 6,250,000 | ||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | shares | 5,000,000 | ||||||||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Marketing fee | $ 13,300 | $ 13,100 | $ 13,100 | $ 13,300 | |||||||||||||||||||||||||
Interest income | 300 | 300 | 1,000 | 900 | |||||||||||||||||||||||||
Related party notes payabl | 11,200 | 11,200 | 11,200 | 11,200 | |||||||||||||||||||||||||
Interest expense | 400 | $ 400 | 1,100 | $ 1,100 | |||||||||||||||||||||||||
Business Combination [Member] | CF ACQUISITION CORP VIII [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Marketing fee | 9,350,000 | $ 9,350,000 | $ 9,350,000 | 9,350,000 | |||||||||||||||||||||||||
Related Party [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Marketing fee | 13,300 | $ 14,100 | 13,300 | $ 14,100 | |||||||||||||||||||||||||
Interest income | 1,300 | 1,400 | 1,300 | ||||||||||||||||||||||||||
Related party notes payabl | $ 11,200 | 11,200 | |||||||||||||||||||||||||||
Interest expense | $ 1,500 | $ 1,500 | $ 1,500 | ||||||||||||||||||||||||||
Founder Shares [Member] | CF ACQUISITION CORP VIII [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Working capital loan | $ 300,000 | ||||||||||||||||||||||||||||
Founder Shares [Member] | CF ACQUISITION CORP VIII [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 5,750,000 | ||||||||||||||||||||||||||||
Founder Shares [Member] | CF ACQUISITION CORP VIII [Member] | Class B Common Stock [Member] | |||||||||||||||||||||||||||||
Related Parties [Line Items] | |||||||||||||||||||||||||||||
Shares issued (in Shares) | shares | 5,750,000 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Components of Related party expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Components Of Related Party Expense Abstract | |||||||
Related party shared services | $ 984 | $ 971 | $ 2,760 | $ 3,115 | $ 4,051 | $ 4,280 | $ 4,042 |
Related party royalty | 209 | 153 | 432 | 440 | 631 | 530 | 538 |
Related party management fee | 136 | 1,293 | 435 | 3,497 | 3,627 | 4,997 | 6,026 |
Total related party expense | $ 1,329 | $ 2,417 | $ 3,627 | $ 7,052 | $ 8,309 | $ 9,807 | $ 10,606 |
Segment Information (Restated_2
Segment Information (Restated) (Details) - Schedule of Operating Decision Maker Reviews Segment - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Revenue, net | $ 40,245 | $ 39,086 | $ 125,413 | $ 136,856 | $ 180,492 | $ 205,950 | $ 217,544 |
Cost of revenue | 31,380 | 31,608 | 95,401 | 103,580 | 136,787 | 165,022 | 175,497 |
Segment profit | 8,865 | 7,478 | 30,012 | 33,276 | 43,705 | 40,928 | 42,047 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 7,741 | 7,396 | 24,336 | 22,721 | 32,956 | 29,764 | 44,199 |
Related party expense | 8,309 | 9,807 | 10,606 | ||||
Depreciation and amortization | 1,095 | 1,136 | 2,951 | 3,357 | 4,390 | 5,166 | 6,312 |
Related party interest income, net | (25) | (141) | (217) | ||||
Interest expense, net | 1,265 | 569 | 3,705 | 2,094 | 3,062 | 2,836 | 2,844 |
Foreign exchange losses, net | (529) | 684 | 411 | 2,863 | 1,184 | 1,162 | 2,195 |
Other expense, net | 2,142 | ||||||
Other income, net | 200 | 41 | 589 | 94 | (804) | 2,142 | (17) |
Net loss before income taxes | (1,841) | (4,763) | (4,428) | (4,863) | (5,367) | (9,808) | (23,875) |
Bills & Payments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue, net | 28,093 | 29,654 | 91,859 | 106,412 | 136,858 | 166,356 | 177,634 |
Cost of revenue | 25,743 | 26,413 | 80,933 | 88,094 | 114,297 | 144,077 | 153,121 |
Segment profit | 2,350 | 3,241 | 10,926 | 18,318 | 22,561 | 22,279 | 24,513 |
Technology [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue, net | 12,152 | 9,432 | 33,554 | 30,444 | 43,634 | 39,594 | 39,910 |
Cost of revenue | 5,637 | 5,195 | 14,468 | 15,486 | 22,490 | 20,945 | 22,376 |
Segment profit | $ 6,515 | $ 4,237 | $ 19,086 | $ 14,958 | $ 21,144 | $ 18,649 | $ 17,534 |
Segment Information (Restated_3
Segment Information (Restated) (Details) - Schedule of Operating Decision Maker Reviews Segment (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Operating Decision Maker Reviews Segment Abstract | |||||||
Related party revenue | $ 70 | $ 30 | $ 200 | $ 100 | $ 100 | $ 100 | $ 100 |
Related party cost of revenue | $ 10 | $ 130 | $ 80 | $ 400 | $ 500 | $ 500 | $ 500 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) - Schedule of Combined and Consolidated Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Revenue, net | $ 205,772 | $ 217,272 |
Cost of revenue (exclusive of depreciation and amortization) | 164,256 | 175,117 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 31,895 | 35,500 |
Related party expense | 9,807 | 10,606 |
Depreciation and amortization | 5,166 | 6,312 |
Operating loss | (5,940) | (10,371) |
Other expense (income), net | ||
Interest expense, net | 2,836 | 2,844 |
Related party interest income, net | (141) | (217) |
Foreign exchange losses, net | 1,162 | 2,195 |
Other (income) expense, net | 11 | 8,682 |
Net loss before income taxes | (9,808) | (23,875) |
Income tax expense | 2,920 | (4,502) |
Net loss | (12,728) | (28,377) |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation adjustments | (744) | 3,622 |
Unrealized pension actuarial gains (losses) | 6,188 | (8,508) |
Total other comprehensive loss, net of tax | (7,284) | (33,263) |
As Restated [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Revenue, net | 205,772 | 217,272 |
Cost of revenue (exclusive of depreciation and amortization) | 164,256 | 175,117 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 29,764 | 44,199 |
Related party expense | 9,807 | 10,606 |
Depreciation and amortization | 5,166 | 6,312 |
Operating loss | (3,809) | (19,070) |
Other expense (income), net | ||
Interest expense, net | 2,836 | 2,844 |
Related party interest income, net | (141) | (217) |
Foreign exchange losses, net | 1,162 | 2,195 |
Other (income) expense, net | 2,142 | (17) |
Net loss before income taxes | (9,808) | (23,875) |
Income tax expense | 2,920 | (4,502) |
Net loss | (12,728) | (28,377) |
Other comprehensive income (loss), net of tax | ||
Foreign currency translation adjustments | (744) | 3,622 |
Unrealized pension actuarial gains (losses) | 6,188 | (8,508) |
Total other comprehensive loss, net of tax | (7,284) | (33,263) |
Restatement Adjustment [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Selling, general and administrative expenses (exclusive of depreciation and amortization) | (2,131) | 8,699 |
Operating loss | 2,131 | (8,699) |
Other expense (income), net | ||
Other (income) expense, net | 2,131 | (8,699) |
Net loss before income taxes | ||
Net loss | ||
Other comprehensive income (loss), net of tax | ||
Total other comprehensive loss, net of tax | ||
Related Party | As Previously Reported [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Revenue, net | 178 | 272 |
Cost of revenue (exclusive of depreciation and amortization) | 766 | 380 |
Related Party | As Restated [Member] | ||
Condensed Statement of Income Captions [Line Items] | ||
Revenue, net | 178 | 272 |
Cost of revenue (exclusive of depreciation and amortization) | $ 766 | $ 380 |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] - CF ACQUISITION CORP VIII [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2023 | Mar. 06, 2023 | Mar. 15, 2023 | Dec. 31, 2022 |
Subsequent Events [Line Items] | ||||
Extension loan (in Dollars) | $ 344,781 | |||
Public price per share (in Dollars per share) | $ 10.69 | $ 10 | ||
Held in the trust account (in Dollars) | $ 16,290,945 | |||
Minimum [Member] | ||||
Subsequent Events [Line Items] | ||||
Public price per share (in Dollars per share) | $ 0.04 | |||
Maximum [Member] | ||||
Subsequent Events [Line Items] | ||||
Public price per share (in Dollars per share) | $ 0.24 | |||
Class A Common Stock [Member] | ||||
Subsequent Events [Line Items] | ||||
Shares issued | 5,000,000 | |||
Shares of restrictions | 5,000,000 | |||
Common stock, shares issued | 8,500,098 | |||
Common stock, shares outstanding | 8,500,098 | |||
Redeemable shares of common stock | 1,523,509 | |||
Class A Common Stock [Member] | Sponsor [Member] | ||||
Subsequent Events [Line Items] | ||||
Shares issued | 5,537,500 | |||
Class B Common Stock [Member] | ||||
Subsequent Events [Line Items] | ||||
Conversion shares | 5,000,000 | |||
Common stock, shares issued | 1,250,000 | |||
Common stock, shares outstanding | 1,250,000 | |||
Class B Common Stock [Member] | Sponsor [Member] | ||||
Subsequent Events [Line Items] | ||||
Shares issued | 1,228,000 |
General (Details)
General (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
General [Line Items] | |
Temporary Equity, Foreign Currency Translation Adjustments | $ 18.9 |
New Accounting Pronouncements_2
New Accounting Pronouncements (Details) - Schedule of Allowance for Expected Credit Losses $ in Thousands | Sep. 30, 2023 USD ($) |
Schedule Of Allowance For Expected Credit Losses Abstract | |
Change in the provision for expected credit losses for the period | $ 271 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregate Revenue from Contracts by Geographic Region - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | $ 40,178 | $ 39,053 | $ 125,250 | $ 136,722 | $ 180,349 | $ 205,772 | $ 217,272 |
France [Member] | |||||||
Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 12,659 | 15,006 | 44,564 | 50,471 | 66,054 | 74,305 | 74,637 |
Germany [Member] | |||||||
Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 13,639 | 10,880 | 32,319 | 41,462 | 55,668 | 56,906 | 62,401 |
United Kingdom [Member] | |||||||
Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 7,482 | 7,686 | 26,903 | 24,291 | 32,061 | 39,226 | 40,839 |
Sweden [Member] | |||||||
Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | 3,409 | 3,645 | 13,392 | 13,644 | 17,640 | 23,680 | 24,598 |
Other [Member] | |||||||
Schedule of Disaggregate Revenue from Contracts by Geographic Region [Line Items] | |||||||
Total Combined Revenue | $ 2,989 | $ 1,836 | $ 8,072 | $ 6,854 | $ 8,926 | $ 11,655 | $ 14,797 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - Schedule of Contract Assets, Contract Liabilities and Contract Costs Recognized - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Contract Assets, Contract Liabilities and Contract Costs Recognized [Line Items] | |||
Accounts receivable, net | $ 32,454 | $ 35,977 | $ 35,109 |
Deferred revenues | 6,448 | 5,660 | 5,760 |
Customer deposits | 635 | 1,061 | 2,147 |
Costs to obtain and fulfill a contract | $ 7 | $ 44 | $ 107 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of Transaction Price Allocated to the Remaining Performance Obligations - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2008 |
Schedule of Transaction Price Allocated to the Remaining Performance Obligations [Line Items] | ||
Remainder of 2023 | $ 2,563 | $ 2,953 |
2024 | 3,448 | 832 |
2025 | 283 | 669 |
2026 and thereafter | 154 | 1,206 |
Total | $ 6,448 | $ 5,660 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Accounts Receivable [Abstract] | |||
Billed receivables | $ 23,298 | $ 28,704 | $ 28,285 |
Unbilled receivables | 10,357 | 9,639 | 8,271 |
Less: Allowance for credit losses | (1,200) | (2,366) | (1,447) |
Total accounts receivable, net | $ 32,454 | $ 35,977 | $ 35,109 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net (Details) - Schedule of Property, Plant and Equipment - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 60,439 | $ 59,249 | $ 57,462 |
Less: Accumulated depreciation and amortization | (46,328) | (44,629) | (44,448) |
Total property, plant and equipment, net | 14,111 | 14,620 | 13,014 |
Buildings and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 8,768 | $ 8,788 | 5,074 |
Buildings and improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 7 years | 7 years | |
Buildings and improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 40 years | 40 years | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | Shorter of life of improvement or lease term | Shorter of life of improvement or lease term | |
Expected Useful Lives, Gross | $ 960 | $ 967 | 1,039 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 8,374 | $ 6,986 | 7,133 |
Machinery and equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 5 years | 5 years | |
Machinery and equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 15 years | 15 years | |
Computer equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 30,274 | $ 29,870 | 30,958 |
Computer equipment and software [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 3 years | 3 years | |
Computer equipment and software [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 8 years | 8 years | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives, Gross | $ 7,866 | $ 7,805 | 8,129 |
Furniture and fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 5 years | 5 years | |
Furniture and fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected Useful Lives (in Years) | 15 years | 15 years | |
Finance lease right-of use assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | Shorter of life of the asset or lease term | Shorter of life of the asset or lease term | |
Expected Useful Lives, Gross | $ 4,196 | $ 4,833 | $ 5,126 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 3,418 | $ 3,498 | |
Accumulated Amortization | (2,222) | (1,969) | |
Intangible Asset, net | $ 1,196 | $ 1,529 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | 3 years 3 months 18 days | 5 years | |
Gross Carrying Amount | $ 3,014 | $ 3,049 | |
Accumulated Amortization | (1,822) | (1,564) | $ (1,263) |
Intangible Asset, net | $ 1,192 | $ 1,485 | $ 1,969 |
Outsourced Contract Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Remaining Useful Life (in Years) | 9 months 18 days | 1 year 6 months | |
Gross Carrying Amount | $ 404 | $ 449 | |
Accumulated Amortization | (400) | (405) | |
Intangible Asset, net | $ 4 | $ 44 |
Intangible Assets and Goodwil_7
Intangible Assets and Goodwill (Details) - Schedule of Goodwill by Reporting Segment - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | |||
Balance at beginning | $ 22,062 | $ 23,952 | $ 25,760 |
Additions | |||
Disposals | (253) | ||
Impairments | |||
Currency Translation Adjustments | (222) | (1,890) | (1,555) |
Balance at ending | 21,841 | 22,062 | 23,952 |
Bills & Payments [Member] | |||
Goodwill [Line Items] | |||
Balance at beginning | 9,689 | 10,447 | 11,419 |
Additions | |||
Disposals | (253) | ||
Impairments | |||
Currency Translation Adjustments | (98) | (758) | (719) |
Balance at ending | 9,592 | 9,689 | 10,447 |
Technology [Member] | |||
Goodwill [Line Items] | |||
Balance at beginning | 12,373 | 13,505 | 14,341 |
Additions | |||
Disposals | |||
Impairments | |||
Currency Translation Adjustments | (124) | (1,132) | (836) |
Balance at ending | $ 12,249 | $ 12,373 | $ 13,505 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Debt Instruments were Outstanding - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Debt Instruments Were Outstanding Abstract | |||
Term loan | $ 3,854 | $ 4,489 | $ 4,031 |
Revolvers | 12,018 | 10,852 | 12,127 |
Secured borrowings under Securitization Facility | 1,487 | 4,075 | 5,665 |
Total debt | 17,358 | 19,416 | 21,823 |
Less: Current portion of long-term debt | 3,456 | 4,970 | 18,603 |
Long-term debt, net of current maturities | $ 13,902 | $ 14,446 | $ 3,220 |
Employee Benefit Plans (Detai_8
Employee Benefit Plans (Details) - Schedule of Net Periodic Benefit Cost - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Net Periodic Benefit Cost Abstract | |||||||
Service cost | $ 10 | $ 14 | $ 30 | $ 45 | $ 53 | $ 68 | $ 69 |
Interest cost | 779 | 454 | 2,298 | 1,458 | 1,910 | 1,686 | 1,984 |
Expected return on plan assets | (693) | (678) | (2,045) | (2,172) | (2,856) | (2,410) | (2,530) |
Amortization: | |||||||
Amortization of prior service cost | 90 | 50 | 268 | 159 | 273 | 127 | 103 |
Amortization of net loss | 403 | 605 | 1,186 | 1,938 | 1,768 | 3,103 | 1,741 |
Net periodic benefit cost | $ 589 | $ 445 | $ 1,737 | $ 1,428 | $ 1,148 | $ 2,574 | $ 2,004 |
Restructuring (Details) - Sch_2
Restructuring (Details) - Schedule of Restructuring Liability - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Restructuring Liability Abstract | ||||
Balance | $ 2,036 | $ 4,237 | $ 108 | |
Restructuring charges | 145 | 267 | 6,379 | $ 100 |
Payment of benefits | 0 | 2,468 | 2,250 | |
Balance | $ 2,181 | $ 2,036 | $ 4,237 | $ 108 |
Other Income, Net (Details) - S
Other Income, Net (Details) - Schedule of Other Income, Net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Other Income Net Abstract | |||||||
Pension (income) expense, net | $ (200) | $ (41) | $ (589) | $ (94) | |||
Total other (income) expense, net | $ (200) | $ (41) | $ (589) | $ (94) | $ 804 | $ (2,142) | $ 17 |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Components of Related Party Expense - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Components Of Related Party Expense Abstract | |||||||
Related party shared services | $ 984 | $ 971 | $ 2,760 | $ 3,115 | $ 4,051 | $ 4,280 | $ 4,042 |
Related party royalty | 209 | 153 | 432 | 440 | 631 | 530 | 538 |
Related party management fee | 136 | 1,293 | 435 | 3,497 | 3,627 | 4,997 | 6,026 |
Total related party expense | $ 1,329 | $ 2,417 | $ 3,627 | $ 7,052 | $ 8,309 | $ 9,807 | $ 10,606 |
Segment Information (Details) -
Segment Information (Details) - Schedule of Operating Decision Maker Reviews Segment - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||||
Revenue, net | $ 40,245 | $ 39,086 | $ 125,413 | $ 136,856 | $ 180,492 | $ 205,950 | $ 217,544 |
Cost of revenue | 31,380 | 31,608 | 95,401 | 103,580 | 136,787 | 165,022 | 175,497 |
Segment profit | 8,865 | 7,478 | 30,012 | 33,276 | 43,705 | 40,928 | 42,047 |
Selling, general and administrative expenses (exclusive of depreciation and amortization) | 7,741 | 7,396 | 24,336 | 22,721 | 32,956 | 29,764 | 44,199 |
Related party expense | 1,329 | 2,417 | 3,627 | 7,052 | |||
Depreciation and amortization | 1,095 | 1,136 | 2,951 | 3,357 | 4,390 | 5,166 | 6,312 |
Related party interest expense, net | 80 | 146 | |||||
Related party interest income, net | 5 | (1) | |||||
Interest expense, net | 1,265 | 569 | 3,705 | 2,094 | 3,062 | 2,836 | 2,844 |
Foreign exchange losses, net | (529) | 684 | 411 | 2,863 | 1,184 | 1,162 | 2,195 |
Other income, net | (200) | (41) | (589) | (94) | 804 | (2,142) | 17 |
Net loss before income taxes | (1,841) | (4,763) | (4,428) | (4,863) | (5,367) | (9,808) | (23,875) |
Bills & Payments [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue, net | 28,093 | 29,654 | 91,859 | 106,412 | 136,858 | 166,356 | 177,634 |
Cost of revenue | 25,743 | 26,413 | 80,933 | 88,094 | 114,297 | 144,077 | 153,121 |
Segment profit | 2,350 | 3,241 | 10,926 | 18,318 | 22,561 | 22,279 | 24,513 |
Technology [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Revenue, net | 12,152 | 9,432 | 33,554 | 30,444 | 43,634 | 39,594 | 39,910 |
Cost of revenue | 5,637 | 5,195 | 14,468 | 15,486 | 22,490 | 20,945 | 22,376 |
Segment profit | $ 6,515 | $ 4,237 | $ 19,086 | $ 14,958 | $ 21,144 | $ 18,649 | $ 17,534 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of Operating Decision Maker Reviews Segment (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Operating Decision Maker Reviews Segment Abstract | |||||||
Related party revenue | $ 70 | $ 30 | $ 200 | $ 100 | $ 100 | $ 100 | $ 100 |
Related party cost of revenue | $ 10 | $ 130 | $ 80 | $ 400 | $ 500 | $ 500 | $ 500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock - CF ACQUISITION CORP VIII [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A – Public shares [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 1,722,236 | $ (1,286,468) | ||||
Denominator: | ||||||
Basic weighted average number of shares of common stock outstanding | 1,300,165 | 20,662,249 | 1,769,140 | 22,293,390 | 17,420,341 | 19,931,507 |
Basic net income (loss) per share of common stock | $ 0.1 | $ (0.06) | ||||
Class A – Private placement shares [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 53,386 | $ (27,788) | ||||
Denominator: | ||||||
Basic weighted average number of shares of common stock outstanding | 5,540,000 | 540,000 | 4,381,912 | 540,000 | 540,000 | 430,521 |
Basic net income (loss) per share of common stock | $ 0.1 | $ (0.06) | ||||
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ 617,897 | |||||
Denominator: | ||||||
Basic weighted average number of shares of common stock outstanding | 6,250,000 | |||||
Basic net income (loss) per share of common stock | $ 0.1 | |||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net income (loss) | $ (393,589) | |||||
Denominator: | ||||||
Basic weighted average number of shares of common stock outstanding | 1,250,000 | 6,250,000 | 2,408,088 | 6,250,000 | 6,097,945 | |
Basic net income (loss) per share of common stock | $ (0.06) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) - CF ACQUISITION CORP VIII [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A – Public shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 1,300,165 | 20,662,249 | 1,769,140 | 22,293,390 | 17,420,341 | 19,931,507 |
Diluted net income (loss) per share of common stock | $ 0.10 | $ (0.06) | ||||
Class A – Private placement shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 5,540,000 | 540,000 | 4,381,912 | 540,000 | 540,000 | 430,521 |
Diluted net income (loss) per share of common stock | $ 0.10 | $ (0.06) | ||||
Class B Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 6,250,000 | |||||
Diluted net income (loss) per share of common stock | $ 0.10 | |||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 1,250,000 | 6,250,000 | 2,408,088 | 6,250,000 | 6,097,945 | |
Diluted net income (loss) per share of common stock | $ (0.06) |
Initial Public Offering (Detail
Initial Public Offering (Details) - CF ACQUISITION CORP VIII [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Mar. 16, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Issued and outstanding shares percentage | 20% | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units | 25,000,000 | 25,000,000 | |
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sale of units | 3,000,000 | 3,000,000 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Warrants exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Class B Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Sponsor forfeited shares | 75,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Mar. 16, 2021 | Mar. 11, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 08, 2021 | |
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Common stock, shares issued | 540,000 | |||||
Redemption | 25,000,000 | 2,960,098 | ||||
Issued and outstanding ordinary shares percentage | 20% | |||||
Reverse stock split | the Company effected a 1.1-for-1 stock split | On March 11, 2021, the Company effected a 1.1-for-1 stock split. | ||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||
Common Stocks, Including Additional Paid in Capital, Net of Discount (in Dollars) | $ 730,270 | |||||
Aggregate converted basis percentage | 20% | |||||
Preferred Stock [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||
Preferred stock shares outstanding | ||||||
Preferred stock shares issued | ||||||
Class A Common Stock [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Common stock, shares authorized | 160,000,000 | 160,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 5,000,000 | |||||
Common stock, shares outstanding | 5,540,000 | 540,000 | ||||
Redemption | 19,159,975 | 2,879,927 | ||||
Common stock shares issued | 540,000 | |||||
Common stock excluding shares | 706,319 | 2,960,098 | ||||
Outstanding shares | 5,000,000 | 540,000 | ||||
Private placement shares | 540,000 | |||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Shares issued | 540,000 | |||||
Class A Common Stock [Member] | First Extension [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Redemption | 2,879,927 | |||||
Class A Common Stock [Member] | Second Extension [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Redemption | 19,159,975 | |||||
Class A Common Stock [Member] | Third Extension [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Redemption | 1,523,509 | |||||
Class B Common Stock [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 1,250,000 | 6,250,000 | 6,250,000 | |||
Common stock shares issued | 1,250,000 | 6,250,000 | 6,250,000 | |||
Shares forfeited | 75,000 | 75,000 | 75,000 | |||
Issued and outstanding ordinary shares percentage | 20% | 20% | ||||
Shares outstanding | 6,250,000 | |||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||
Stockholders’ Equity (Deficit) [Line Items] | ||||||
Aggregate of founder shares to independent directors | 20,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Line Items] | ||
Public warrants term | 5 years | 5 years |
Warrant price per share | $ 0.01 | |
Price per share | $ 18 | |
Public Warrants [Member] | ||
Warrants [Line Items] | ||
Warrants and rights outstanding description | • in whole and not in part;• at a price of $0.01 per warrant;• at any time during the exercise period;• upon a minimum of 30 days’ prior written notice of redemption;• if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | • in whole and not in part;• at a price of $0.01 per warrant;• at any time during the exercise period;• upon a minimum of 30 days’ prior written notice of redemption;• if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and• if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of Income Tax Provision - CF ACQUISITION CORP VIII [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 111,023 | |
State | ||
Deferred | ||
Federal | (411,243) | (571,138) |
State | ||
Change in valuation allowance | 411,243 | 571,138 |
Income tax provision | $ 111,023 |
Income Taxes (Details) - Sche_6
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - CF ACQUISITION CORP VIII [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Start-up/organizational costs | $ 935,979 | $ 501,658 |
Deferred compensation | 41,153 | 30,777 |
Accrued bonus | 5,250 | |
Net operating loss carryforwards | 38,703 | |
Total deferred tax assets | 982,382 | 571,138 |
Valuation allowance | (982,382) | (571,138) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_7
Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate - CF ACQUISITION CORP VIII [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate [Line Items] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrant liability | (42.90%) | 37.10% |
Change in fair value of FPS liability | 4.20% | (24.70%) |
Change in valuation allowance | 16.30% | (33.40%) |
Nondeductible interest expense | 5.80% | |
Effective Tax Rate | 4.40% |
Fair Value Measurements on a _2
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value Measurement [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | $ 31,445,874 | $ 250,017,673 | |
Liabilities: | |||
Warrant liability | 178,780 | 5,300,188 | |
FPS liability | $ 20,050,252 | 2,504,214 | 2,006,525 |
Total Liabilities | 2,682,994 | 7,306,713 | |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | 31,445,874 | 250,017,673 | |
Liabilities: | |||
Warrant liability | |||
FPS liability | |||
Total Liabilities | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | |||
Liabilities: | |||
Warrant liability | 178,780 | 5,300,188 | |
FPS liability | |||
Total Liabilities | 178,780 | 5,300,188 | |
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | |||
Liabilities: | |||
Warrant liability | |||
FPS liability | $ 20,050,252 | 2,504,214 | 2,006,525 |
Total Liabilities | $ 2,504,214 | $ 2,006,525 |
Fair Value Measurements on a _3
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Fair Value Measurement of the Warrants - Initial Measurement [Member] | Mar. 16, 2021 $ / shares |
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Fair Value Measurement of the Warrants [Line Items] | |
Risk-free interest rate | 1.05% |
Expected term (years) | 5 years |
Expected volatility | 17.50% |
Exercise price (in Dollars per share) | $ 11.5 |
Stock price (in Dollars per share) | $ 10 |
Dividend yield | 0% |
Fair Value Measurements on a _4
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||||||||
Private Placement [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | $ 6,696 | $ 3,780 | $ 35,478 | $ 44,550 | $ 112,063 | [1] | $ 175,851 | $ 112,063 | [1] | |||||||
Fair value ending balance | 33,750 | $ 6,696 | 14,162 | 12,150 | 35,478 | 44,550 | 112,063 | [1] | 3,780 | |||||||
Change in valuation inputs or other assumptions | 27,054 | [2] | (7,466) | [2] | 10,382 | [2] | (23,328) | [2] | (9,072) | [2] | (67,513) | [2] | (63,788) | [3] | (108,283) | [3] |
Public [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | 310,000 | 175,000 | 1,642,500 | 2,062,500 | 5,188,125 | [1] | 8,141,250 | 5,188,125 | [1] | |||||||
Fair value ending balance | 1,562,500 | 310,000 | 655,625 | 562,500 | 1,642,500 | 2,062,500 | 5,188,125 | [1] | 175,000 | |||||||
Change in valuation inputs or other assumptions | 1,252,500 | [2] | (345,625) | [2] | 480,625 | [2] | (1,080,000) | [2] | (420,000) | [2] | (3,125,625) | [2] | (2,953,125) | [3] | (5,013,125) | [3] |
Warrant Liability [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | 316,696 | 178,780 | 1,677,978 | 2,107,050 | 5,300,188 | [1] | 8,317,101 | 5,300,188 | [1] | |||||||
Fair value ending balance | 1,596,250 | 316,696 | 669,787 | 574,650 | 1,677,978 | 2,107,050 | 5,300,188 | [1] | 178,780 | |||||||
Change in valuation inputs or other assumptions | 1,279,554 | [2] | (353,091) | [2] | 491,007 | [2] | (1,103,328) | [2] | (429,072) | [2] | (3,193,138) | [2] | (3,016,913) | [3] | (5,121,408) | [3] |
FPS Liability [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | 3,191,371 | 2,504,214 | 1,301,570 | 1,959,196 | 2,006,525 | 1,933,236 | 2,006,525 | |||||||||
Fair value ending balance | 20,050,252 | 3,191,371 | 2,763,872 | 1,757,919 | 1,301,570 | 1,959,196 | 2,006,525 | 2,504,214 | ||||||||
Change in valuation inputs or other assumptions | $ 16,858,881 | [2] | $ 427,499 | [2] | $ 259,658 | [2] | $ 456,349 | [2] | $ (657,626) | [2] | $ (47,329) | [2] | $ 73,289 | [4] | $ 497,689 | [4] |
[1]Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the year ended December 31, 2021.[2]Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed consolidated statements of operations.[3]Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated statements of operations.[4]Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated statements of operations. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock - CF ACQUISITION CORP VIII [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A – Public shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||||
Allocation of net income (loss) | $ (3,060,705) | $ (610,725) | $ (4,345,697) | $ 2,733,787 | ||
Basic weighted average number of shares of common stock outstanding | 1,300,165 | 20,662,249 | 1,769,140 | 22,293,390 | 17,420,341 | 19,931,507 |
Basic and diluted net loss per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.1 | $ (0.06) |
Class A – Private placement shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||||
Allocation of net income (loss) | $ (13,041,658) | $ (15,961) | $ (10,763,684) | $ 66,219 | ||
Basic weighted average number of shares of common stock outstanding | 5,540,000 | 540,000 | 4,381,912 | 540,000 | 540,000 | 430,521 |
Basic and diluted net loss per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | ||
Class B Common stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||||
Basic weighted average number of shares of common stock outstanding | 6,250,000 | |||||
Class B Common stock [Member] | Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock [Line Items] | ||||||
Allocation of net income (loss) | $ (2,942,612) | $ (184,734) | $ (5,915,203) | $ 766,423 | ||
Basic weighted average number of shares of common stock outstanding | 1,250,000 | 6,250,000 | 2,408,088 | 6,250,000 | 6,097,945 | |
Basic and diluted net loss per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) - CF ACQUISITION CORP VIII [Member] - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A – Public shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 1,300,165 | 20,662,249 | 1,769,140 | 22,293,390 | 17,420,341 | 19,931,507 |
Diluted net income (loss) per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | $ 0.10 | $ (0.06) |
Class A – Private placement shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 5,540,000 | 540,000 | 4,381,912 | 540,000 | 540,000 | 430,521 |
Diluted net income (loss) per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 | ||
Class B Common stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 6,250,000 | |||||
Class B Common stock [Member] | Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share of Common Stock (Parentheticals) [Line Items] | ||||||
Diluted weighted average number of shares of common stock outstanding | 1,250,000 | 6,250,000 | 2,408,088 | 6,250,000 | 6,097,945 | |
Diluted net income (loss) per share of common stock | $ (2.35) | $ (0.03) | $ (2.46) | $ 0.12 |
Fair Value Measurements on a _5
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities: | |||
Total Liabilities | $ 147,543 | $ 149,773 | |
Fair Value Measurement [Member] | |||
Liabilities: | |||
Warrant liability | 1,596,250 | 178,780 | |
FPS liability | 20,050,252 | 2,504,214 | $ 2,006,525 |
Total Liabilities | 21,646,502 | 2,682,994 | |
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | 31,445,874 | 250,017,673 | |
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value Measurement [Member] | |||
Liabilities: | |||
Warrant liability | |||
FPS liability | |||
Total Liabilities | |||
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | 31,445,874 | 250,017,673 | |
Significant Other Observable Inputs (Level 2) [Member] | Fair Value Measurement [Member] | |||
Liabilities: | |||
Warrant liability | 1,596,250 | 178,780 | |
FPS liability | |||
Total Liabilities | 1,596,250 | 178,780 | |
Assets: | |||
Assets held in Trust Account – U.S. government debt securities | |||
Significant Other Unobservable Inputs (Level 3) [Member] | Fair Value Measurement [Member] | |||
Liabilities: | |||
Warrant liability | |||
FPS liability | 20,050,252 | 2,504,214 | 2,006,525 |
Total Liabilities | $ 20,050,252 | 2,504,214 | |
Assets: | |||
Assets held in Trust Account – U.S. government debt securities |
Fair Value Measurements on a _6
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability - USD ($) $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||||||||
Private Placement Warrants [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | $ 6,696 | $ 3,780 | $ 35,478 | $ 44,550 | $ 112,063 | [1] | $ 175,851 | $ 112,063 | [1] | |||||||
Change in valuation inputs or other assumptions | 27,054 | [2] | $ (7,466) | [2] | 10,382 | [2] | (23,328) | [2] | (9,072) | [2] | (67,513) | [2] | (63,788) | [3] | (108,283) | [3] |
Fair value ending balance | 33,750 | 6,696 | 14,162 | 12,150 | 35,478 | 44,550 | 112,063 | [1] | 3,780 | |||||||
Public Warrants [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | 310,000 | 175,000 | 1,642,500 | 2,062,500 | 5,188,125 | [1] | 8,141,250 | 5,188,125 | [1] | |||||||
Change in valuation inputs or other assumptions | 1,252,500 | [2] | (345,625) | [2] | 480,625 | [2] | (1,080,000) | [2] | (420,000) | [2] | (3,125,625) | [2] | (2,953,125) | [3] | (5,013,125) | [3] |
Fair value ending balance | 1,562,500 | 310,000 | 655,625 | 562,500 | 1,642,500 | 2,062,500 | 5,188,125 | [1] | 175,000 | |||||||
Warrant Liability [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | 316,696 | 178,780 | 1,677,978 | 2,107,050 | 5,300,188 | [1] | 8,317,101 | 5,300,188 | [1] | |||||||
Change in valuation inputs or other assumptions | 1,279,554 | [2] | (353,091) | [2] | 491,007 | [2] | (1,103,328) | [2] | (429,072) | [2] | (3,193,138) | [2] | (3,016,913) | [3] | (5,121,408) | [3] |
Fair value ending balance | 1,596,250 | 316,696 | 669,787 | 574,650 | 1,677,978 | 2,107,050 | 5,300,188 | [1] | 178,780 | |||||||
FPS Liability [Member] | ||||||||||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of Changes in the Fair Value of Warrant Liability [Line Items] | ||||||||||||||||
Fair value beginning balance | 3,191,371 | 2,504,214 | 1,301,570 | 1,959,196 | 2,006,525 | 1,933,236 | 2,006,525 | |||||||||
Change in valuation inputs or other assumptions | 16,858,881 | [2] | 427,499 | [2] | 259,658 | [2] | 456,349 | [2] | (657,626) | [2] | (47,329) | [2] | 73,289 | [4] | 497,689 | [4] |
Fair value ending balance | $ 20,050,252 | $ 3,191,371 | $ 2,763,872 | $ 1,757,919 | $ 1,301,570 | $ 1,959,196 | $ 2,006,525 | $ 2,504,214 | ||||||||
[1]Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the year ended December 31, 2021.[2]Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed consolidated statements of operations.[3]Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the consolidated statements of operations.[4]Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the consolidated statements of operations. |