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CPI Card Group Inc. Reports Second Quarter 2024 Results

Net Sales Increased 3% to $119 Million; Net Income Decreased 8% to $6 Million; Adjusted EBITDA Decreased 6% to $22 Million

Debit and Credit and Prepaid Debit Segments Each Deliver Growth; Card Sales Trends Continue to Improve

Company Increases Full Year Net Sales Outlook to Mid-single Digit Growth

CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company and leading provider of credit, debit, and prepaid card and digital solutions, including Software-as-a-Service-based instant issuance, today reported financial results for the second quarter ended June 30, 2024 and updated its financial outlook for 2024.

In the second quarter net sales increased 3% to $118.8 million, with growth in both the Debit and Credit and Prepaid segments; net income decreased 8% to $6.0 million; and Adjusted EBITDA decreased 6% to $21.9 million.

Sales growth in the quarter was driven by continued strong performance from Prepaid, instant issuance solutions and other card personalization services, while debit and credit card sales trends improved from recent quarters. Secure card sales decreased slightly year-on-year in the quarter and increased sequentially compared to the first quarter.

For the first six months of the year total net sales declined 2%. As previously noted, the Company anticipated sales declines in the first half of 2024 to be offset by growth in the second half from share gains and improved market demand as channel inventory levels subside.

“We continue to execute our strategy and are pleased to deliver solid improvement in card sales and ongoing growth in our other business lines in the quarter,” said John Lowe, President and Chief Executive Officer. “We expected the first half of the year to be challenging, and our performance and momentum put us in a strong position to grow in the second half and achieve our increased full year expectations.”

The Company updated its financial outlook for 2024, increasing its outlook for net sales from slight growth to a mid-single digit increase, while retaining its Adjusted EBITDA outlook of a slight increase from prior year.

In July, the Company completed a refinancing of its debt, including the issuance of $285 million of Senior Secured Notes due 2029 and entry into a new $75 million asset based revolving credit facility.

CPI is a top payment solutions provider in the U.S. serving thousands of banks, credit unions and fintechs, as well as major bank platforms and prepaid program managers. The Company is a leader in the U.S. markets for eco-focused payment cards, personalization and Software-as-a-Service-based instant issuance solutions for small and medium U.S. financial institutions and retail prepaid debit card solutions.

The Company believes long-term growth trends for the U.S. card market remain strong, led by consumer card growth, widespread adoption of eco-focused cards and the ongoing conversion to contactless cards. Based on figures released by the networks, Visa and Mastercard® U.S. debit and credit cards in circulation increased at a compound annual growth rate of 10% for the three-year period ending March 31, 2024.

2024 Business Highlights

  • CPI continues to be a leading provider of eco-focused payment card solutions in the U.S. market, with more than 100 million eco-focused cards sold since launch in late 2019.
  • CPI continues to be a leading provider of Software-as-a-Service-based instant issuance solutions in the U.S., with more than 16,000 Card@Once® installations across more than 2,000 financial institutions.
  • The Company executed share repurchases against the $20 million authorization announced in the fourth quarter of 2023. Through June 2024, the Company had repurchased in the open market or had committed to repurchase through its stock purchase agreement with its majority stockholder approximately $9 million of shares since initiation of the program.
  • The Company ended the second quarter with a Net Leverage Ratio of 3.3x.
  • Early in the third quarter, the Company refinanced its existing debt, issuing $285 million of 10% Senior Secured Notes due 2029 and entering into a new $75 million ABL revolving credit facility, while redeeming the $268 million outstanding of 8 5/8% notes due 2026.

Second Quarter 2024 Financial Highlights

Net sales increased 3% year-over-year to $118.8 million in the second quarter of 2024.

  • Debit and Credit segment net sales increased 3% to $95.6 million, primarily due to increases in Card@Once® instant issuance solutions and other card personalization services. Card sales decreased slightly, as an increase in eco-focused contactless card sales was offset by declines in sales of contact chip cards.
  • Prepaid Debit segment net sales increased 9% to $23.8 million, reflecting strong sales to existing customers.

Second quarter gross profit increased 4% to $42.4 million and gross profit margin was 35.7%, which compared to 35.5% in the prior year second quarter.

Second quarter income from operations decreased 15% to $14.9 million due to higher SG&A expenses; net income decreased 8% to $6.0 million, or $0.51 diluted earnings per share; and Adjusted EBITDA decreased 6% to $21.9 million. The SG&A increase primarily reflects higher compensation expense, including increased stock compensation. Net income declined less than income from operations primarily due to a lower tax rate compared to the prior year period.

Year-to-date 2024 Financial Highlights

Net sales decreased 2% year-over-year to $230.8 million in the first half of 2024.

  • Debit and Credit segment net sales decreased 6% to $183.6 million, primarily due to lower sales of contactless and contact chip cards, partially offset by increases in sales of Card@Once® instant issuance solutions and other card personalization services and eco-focused contactless cards.
  • Prepaid Debit segment net sales increased 17% to $48.0 million, reflecting strong sales to existing customers.

Year-to-date gross profit was flat at $83.9 million and gross profit margin increased from 35.6% in the prior year to 36.4%.

Year-to-date income from operations decreased 24% to $29.1 million due to higher SG&A expenses; net income decreased 34% to $11.5 million, or $0.97 diluted earnings per share; and Adjusted EBITDA decreased 7% to $44.9 million. Income from operations and net income in the current year include the impact of approximately $2 million of first quarter pre-tax operating expenses related to an executive retention package announced in 2023, as well as other CEO transition-related expenses, including stock compensation and executive severance, which are not included in Adjusted EBITDA.

Balance Sheet, Liquidity and Cash Flow

The Company generated cash from operating activities of $4.1 million in the first half of 2024, which compared to $10.3 million in the 2023 first half, and Free Cash Flow of $1.4 million, which compared to $3.7 million in the prior year. The decrease in cash generation compared to the prior year was driven by lower net income and increased working capital usage, partially offset by lower capital expenditures.

As of June 30, 2024, cash and cash equivalents was $7.5 million. There were $268 million of 8.625% Senior Secured Notes due 2026 and $4 million of borrowings from the ABL revolving credit facility outstanding at quarter-end.

In the second quarter, the Company spent $0.75 million to repurchase 40,178 shares of common stock in the open market. In July, the Company spent $2.2 million to purchase an additional 120,534 shares from its majority shareholder pursuant to the Stock Purchase Agreement announced in March, which committed the Company to purchase shares from its majority shareholder at a 3 to 1 ratio to the number of shares repurchased in the open market over the April through June period. In the second quarter the Company also settled a $4.4 million purchase of 244,314 shares from its majority shareholder, pursuant to the Stock Purchase Agreement announced in December.

The Company’s capital structure and allocation priorities are to maintain ample liquidity; invest in the business, including strategic acquisitions; deleverage the balance sheet; and return funds to stockholders.

“We were pleased to deliver stronger sales trends and improved gross margins in the second quarter and to complete the refinancing of our debt in July,” said Jeff Hochstadt, Chief Financial Officer of CPI. “The refinancing of our senior notes provides stability to our capital structure and supports our efforts to drive long-term growth.”

Outlook for 2024

The Company updated its net sales outlook for 2024 to a mid-single digit increase, compared to the previous outlook of a slight increase. The increase in the sales outlook was driven by strong Prepaid growth and improved trends in debit and credit card sales.

The Company maintained its Adjusted EBITDA outlook of a slight increase for the full year as profit growth in the second half is expected to be lower than sales growth due to certain anticipated impacts to SG&A, including investments to grow the business and increased performance-related compensation relative to 2023.

The Free Cash Flow outlook was maintained at approximately half of the 2023 level. The Company generated $27.6 million of Free Cash Flow in 2023 and expects lower levels in 2024 due to increased capital spending investment, including investment in a new state-of-the-art secure card production facility in Indiana, and the impact of a contract with one of the Company’s larger customers, which should benefit cash flow through 2029, but negatively impact Free Cash Flow in 2024 due to up-front incentives.

The Company continues to expect its year-end 2024 Net Leverage Ratio to be between 3.0x and 3.5x.

Conference Call and Webcast

CPI Card Group Inc. will hold a conference call on August 5, 2024 at 4:30 p.m. Eastern Time (ET) to review its second quarter results. To participate in the Company's conference call via telephone or online:

U.S. dial-in number (toll-free): 888-330-3573

International: 646-960-0677

Conference ID: 8062733

Webcast Link: CPI Q2 Webcast or at https://investor.cpicardgroup.com

Participants are advised to login for the webcast 10 minutes prior to the scheduled start time.

A replay of the conference call will be available until August 19, 2024 at:

U.S. dial-in number (toll free): 800-770-2030

International: 609-800-9909

Conference ID: 8062733

A webcast replay of the conference call will also be available on CPI Card Group Inc.’s Investor Relations website: https://investor.cpicardgroup.com

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (“GAAP”), we have provided the following non-GAAP financial measures in this release, all reported on a continuing operations basis: EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, LTM Adjusted EBITDA and Net Leverage Ratio. These non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis between fiscal periods. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Our non-GAAP measures may be different from similarly titled measures of other companies. Investors are encouraged to review the reconciliation of these historical non-GAAP measures to their most directly comparable GAAP financial measures included in Exhibit E to this press release.

Adjusted EBITDA

Adjusted EBITDA is presented on a continuing operations basis and is defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation expense; estimated sales tax expense; restructuring and other charges, including executive retention and severance; costs related to production facility modernization efforts; loss on debt extinguishment; foreign currency gain or loss; and other items that are unusual in nature, infrequently occurring or not considered part of our core operations, as set forth in the reconciliation in Exhibit E. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding non-operational, unusual or non-recurring losses or gains. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expenses or the cash requirements necessary to service interest or principal payments on our debt; (d) tax payments that represent a reduction in cash available to us; (e) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; (f) the impact of earnings or charges resulting from matters that we and the lenders under our credit agreement may not consider indicative of our ongoing operations; or (g) the impact of any discontinued operations. In particular, our definition of Adjusted EBITDA allows us to add back certain non-operating, unusual or non-recurring charges that are deducted in calculating net income, even though these are expenses that may recur, vary greatly and are difficult to predict and can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses represent the reduction of cash that could be used for other purposes. Adjusted EBITDA margin percentage as shown in Exhibit E is computed as Adjusted EBITDA divided by total net sales.

We define LTM Adjusted EBITDA as Adjusted EBITDA (defined previously) for the last twelve months. LTM Adjusted EBITDA is used in the computation of Net Leverage Ratio, and is reconciled in Exhibit E.

Free Cash Flow

We define Free Cash Flow as cash flow provided by (used in) operating activities less capital expenditures. We use this metric in analyzing our ability to service and repay our debt. However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to make principal payments on outstanding debt and financing lease liabilities. Free Cash Flow should not be considered in isolation, or as a substitute for, cash (used in) provided by operating activities or any other measures of liquidity derived in accordance with GAAP.

Financial Expectations for 2024

We have provided Adjusted EBITDA expectations for 2024 on a non-GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant.

Net Leverage Ratio

Management and various investors use the ratio of debt principal outstanding, plus finance lease obligations, less cash, divided by LTM Adjusted EBITDA, or “Net Leverage Ratio”, as a measure of our financial strength when making key investment decisions and evaluating us against peers.

About CPI Card Group Inc.

CPI Card Group is a payments technology company providing a comprehensive range of credit, debit, and prepaid card and digital solutions, including Software-as-a-Service (SaaS) instant issuance. With a focus on building personal relationships and earning trust, we help our customers navigate the constantly evolving world of payments, while delivering innovative solutions that spark connections and support their brands. We serve clients across industry, size, and scale through our team of experienced, dedicated employees and our network of high-security production and card services facilities—located in the United States. CPI was named one of the 2024 Best Companies to Work For by U.S. News and World Report and is committed to exceeding our customers’ expectations, transforming our industry, and enhancing the way people pay every day. Learn more at www.CPIcardgroup.com.

Forward-Looking Statements

Certain statements and information in this release (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “affirm,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” “committed,” “attempt,” “aim,” “target,” “objective,” “guides,” “seek,” “focus,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, are based on our current expectations and beliefs concerning future developments and their potential effect on us and other information currently available. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important risks and uncertainties that could cause actual results or other events to differ materially from those contemplated.

These risks and uncertainties include, but are not limited to: a deterioration in general economic conditions, including inflationary conditions and resulting in reduced consumer confidence and business spending, and a decline in consumer credit worthiness impacting demand for our products; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our business; a disruption or other failure in our supply chain, including as a result of foreign conflicts and with respect to single source suppliers, or the failure or inability of suppliers to comply with our code of conduct or contractual requirements, or political unrest in countries in which our suppliers operate, or inflationary pressures, resulting in increased costs and inability to pass those costs on to our customers and extended production lead times and difficulty meeting customers’ delivery expectations; our failure to retain our existing customers or identify and attract new customers; our inability to recruit, retain and develop qualified personnel, including key personnel, and implement effective succession processes; adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; system security risks, data protection breaches and cyber-attacks; interruptions in our operations, including our information technology systems, or in the operations of the third parties that operate computing infrastructure on which we rely; our inability to develop, introduce and commercialize new products and services; the usage, or lack thereof, of artificial intelligence technologies; our substantial indebtedness, including inability to make debt service payments or refinance such indebtedness; the restrictive terms of our indebtedness and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our status as an accelerated filer and complying with the Sarbanes-Oxley Act of 2002 and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting; disruptions in production at one or more of our facilities; problems in production quality, materials and process and costs relating to product defects and any related product liability and/or warranty claims; environmental, social and governance (“ESG”) preferences and demands of various stakeholders and our ability to conform to such preferences and demands and to comply with any related regulatory requirements; the effects of climate change, negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; damage to our reputation or brand image; disruptions in production due to weather conditions, climate change, political instability or social unrest; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; defects in our software and computing systems; our limited ability to raise capital; costs and impacts to our financial results relating to the obligatory collection of sales tax and claims for uncollected sales tax in states that impose sales tax collection requirements on out-of-state businesses or unclaimed property, as well as potential new U.S. tax legislation increasing the corporate income tax rate and challenges to our income tax positions; our inability to successfully execute on our divestitures or acquisitions; our inability to realize the full value of our long-lived assets; our inability to renew licenses with key technology licensors; the highly competitive, saturated and consolidated nature of our marketplace; costs and potential liabilities associated with compliance or failure to comply with regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; new and developing technologies that make our existing technology solutions and products obsolete or less relevant or our failure to introduce new products and services in a timely manner; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security standards or other industry standards; the effects of restrictions, delays or interruptions in our ability to source raw materials and components used in our products from foreign countries; the effects on the global economy of ongoing foreign conflicts; our failure to comply with environmental, health and safety laws and regulations that apply to our products and the raw materials we use in our production processes; risks associated with the majority stockholders’ ownership of our stock; potential conflicts of interest that may arise due to our board of directors being comprised in part of directors who are principals of our majority stockholders; the influence of securities analysts over the trading market for and price of our common stock; failure to meet the continued listing standards of the Nasdaq Global Market; the impact of stockholder activism or securities litigation on the trading price and volatility of our common stock; our inability to fully execute on our share repurchase program strategy; certain provisions of our organizational documents and other contractual provisions that may delay or prevent a change in control and make it difficult for stockholders other than our majority stockholders to change the composition of our board of directors; our ability to comply with a wide variety of complex laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings; and other risks that are described in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 7, 2024 in Part II, Item 1A – Risk Factors of our Quarterly Report on Form 10-Q and our other reports filed from time to time with the SEC.

We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

For more information:

CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.

CPI Card Group Inc. Earnings Release Supplemental Financial Information

 

 

Exhibit A

Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited for the three and six months ended June 30, 2024 and 2023

 

 

Exhibit B

Condensed Consolidated Balance Sheets – Unaudited as of June 30, 2024 and December 31, 2023

 

 

Exhibit C

Condensed Consolidated Statements of Cash Flows – Unaudited for the six months ended June 30, 2024 and 2023

 

 

Exhibit D

Segment Summary Information – Unaudited for the three and six months ended June 30, 2024 and 2023

 

 

Exhibit E

Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and six months ended June 30, 2024 and 2023

EXHIBIT A

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2024

 

2023

 

2024

 

2023

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

63,844

 

 

$

63,946

 

 

$

122,002

 

 

$

139,736

 

Services

 

 

54,974

 

 

 

51,014

 

 

 

108,752

 

 

 

96,076

 

Total net sales

 

 

118,818

 

 

 

114,960

 

 

 

230,754

 

 

 

235,812

 

Cost of sales:

 

 

 

 

 

 

 

 

 

 

 

 

Products (exclusive of depreciation and amortization shown below)

 

 

41,893

 

 

 

41,308

 

 

 

79,695

 

 

 

87,288

 

Services (exclusive of depreciation and amortization shown below)

 

 

31,743

 

 

 

30,214

 

 

 

61,672

 

 

 

59,618

 

Depreciation and amortization

 

 

2,794

 

 

 

2,613

 

 

 

5,481

 

 

 

4,987

 

Total cost of sales

 

 

76,430

 

 

 

74,135

 

 

 

146,848

 

 

 

151,893

 

Gross profit

 

 

42,388

 

 

 

40,825

 

 

 

83,906

 

 

 

83,919

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative (exclusive of depreciation and amortization shown below)

 

 

26,225

 

 

 

21,885

 

 

 

52,268

 

 

 

42,951

 

Depreciation and amortization

 

 

1,254

 

 

 

1,448

 

 

 

2,584

 

 

 

2,878

 

Total operating expenses

 

 

27,479

 

 

 

23,333

 

 

 

54,852

 

 

 

45,829

 

Income from operations

 

 

14,909

 

 

 

17,492

 

 

 

29,054

 

 

 

38,090

 

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest, net

 

 

(6,530

)

 

 

(6,740

)

 

 

(12,955

)

 

 

(13,521

)

Other expense, net

 

 

(78

)

 

 

(78

)

 

 

(143

)

 

 

(192

)

Total other expense, net

 

 

(6,608

)

 

 

(6,818

)

 

 

(13,098

)

 

 

(13,713

)

Income before income taxes

 

 

8,301

 

 

 

10,674

 

 

 

15,956

 

 

 

24,377

 

Income tax expense

 

 

(2,300

)

 

 

(4,151

)

 

 

(4,500

)

 

 

(6,981

)

Net income

 

$

6,001

 

 

$

6,523

 

 

$

11,456

 

 

$

17,396

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.54

 

 

$

0.57

 

 

$

1.03

 

 

$

1.52

 

Diluted earnings per share

 

$

0.51

 

 

$

0.55

 

 

$

0.97

 

 

$

1.46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted-average shares outstanding

 

 

11,049,968

 

 

 

11,427,404

 

 

 

11,158,334

 

 

 

11,411,162

 

Diluted weighted-average shares outstanding

 

 

11,776,894

 

 

 

11,876,568

 

 

 

11,817,584

 

 

 

11,888,219

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,001

 

 

$

6,523

 

 

$

11,456

 

 

$

17,396

 

Total comprehensive income

 

$

6,001

 

 

$

6,523

 

 

$

11,456

 

 

$

17,396

 

EXHIBIT B

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

2024

 

2023

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

7,479

 

 

$

12,413

 

Accounts receivable, net

 

76,425

 

 

 

73,724

 

Inventories, net

 

85,907

 

 

 

70,594

 

Prepaid expenses and other current assets

 

9,934

 

 

 

8,647

 

Total current assets

 

179,745

 

 

 

165,378

 

Plant, equipment, leasehold improvements and operating lease right-of-use assets, net

 

60,773

 

 

 

63,053

 

Intangible assets, net

 

12,245

 

 

 

14,122

 

Goodwill

 

47,150

 

 

 

47,150

 

Other assets

 

21,533

 

 

 

3,980

 

Total assets

$

321,446

 

 

$

293,683

 

Liabilities and stockholders’ deficit

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

20,279

 

 

$

12,802

 

Accrued expenses

 

47,350

 

 

 

35,803

 

Deferred revenue and customer deposits

 

1,320

 

 

 

840

 

Total current liabilities

 

68,949

 

 

 

49,445

 

Long-term debt

 

269,654

 

 

 

264,997

 

Deferred income taxes

 

4,958

 

 

 

7,139

 

Other long-term liabilities

 

22,442

 

 

 

24,038

 

Total liabilities

 

366,003

 

 

 

345,619

 

Commitments and contingencies

 

 

 

 

 

Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at June 30, 2024 and December 31, 2023

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

Common stock; $0.001 par value—100,000,000 shares authorized; 11,186,596 and 11,446,155 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

 

11

 

 

 

11

 

Capital deficiency

 

(106,300

)

 

 

(102,223

)

Accumulated earnings

 

61,732

 

 

 

50,276

 

Total stockholders’ deficit

 

(44,557

)

 

 

(51,936

)

Total liabilities and stockholders’ deficit

$

321,446

 

 

$

293,683

 

EXHIBIT C

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

2024

 

2023

Operating activities

 

 

 

 

 

Net income

$

11,456

 

 

$

17,396

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation expense

 

6,188

 

 

 

5,931

 

Amortization expense

 

1,877

 

 

 

1,934

 

Stock-based compensation expense

 

5,154

 

 

 

1,831

 

Amortization of debt issuance costs and debt discount

 

917

 

 

 

936

 

Loss on debt extinguishment

 

 

 

 

218

 

Deferred income taxes

 

(2,181

)

 

 

426

 

Other, net

 

302

 

 

 

253

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(2,720

)

 

 

5,287

 

Inventories

 

(15,584

)

 

 

(7,351

)

Prepaid expenses and other assets

 

(20,316

)

 

 

(1,381

)

Income taxes, net

 

1,598

 

 

 

(772

)

Accounts payable

 

7,079

 

 

 

(1,758

)

Accrued expenses and other liabilities

 

9,858

 

 

 

(9,784

)

Deferred revenue and customer deposits

 

480

 

 

 

(2,844

)

Cash provided by operating activities

 

4,108

 

 

 

10,322

 

Investing activities

 

 

 

 

 

Capital expenditures for plant, equipment and leasehold improvements, net

 

(2,744

)

 

 

(6,594

)

Other

 

 

 

 

128

 

Cash used in investing activities

 

(2,744

)

 

 

(6,466

)

Financing activities

 

 

 

 

 

Principal payments on 2026 Senior Notes

 

 

 

 

(14,877

)

Proceeds from 2026 ABL Revolver

 

4,000

 

 

 

13,000

 

Payments on finance lease obligations

 

(2,413

)

 

 

(1,739

)

Common stock repurchased

 

(6,481

)

 

 

 

Other

 

(1,404

)

 

 

(120

)

Cash used in financing activities

 

(6,298

)

 

 

(3,736

)

Effect of exchange rates on cash

 

 

 

 

11

 

Net (decrease) increase in cash and cash equivalents

 

(4,934

)

 

 

131

 

Cash and cash equivalents, beginning of period

 

12,413

 

 

 

11,037

 

Cash and cash equivalents, end of period

$

7,479

 

 

$

11,168

 

Supplemental disclosures of cash flow information

 

 

 

 

 

Cash paid (refunded) during the period for:

 

 

 

 

 

Interest

$

12,332

 

 

$

13,135

 

Income taxes paid

$

6,481

 

 

$

7,408

 

Income taxes refunded

$

(272

)

 

$

(26

)

Right-of-use assets obtained in exchange for lease obligations:

 

 

 

 

 

Operating leases

$

1,292

 

 

$

168

 

Financing leases

$

983

 

 

$

2,169

 

Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements

$

500

 

 

$

368

 

Unsettled share repurchases included in accrued expenses

$

2,197

 

 

$

 

EXHIBIT D

CPI Card Group Inc. and Subsidiaries

Segment Summary Information

For the Three and Six Months Ended June 30, 2024 and 2023

(dollars in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

2024

 

2023

 

$ Change

 

% Change

Net sales by segment:

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

95,620

 

 

$

93,194

 

 

$

2,426

 

 

2.6

%

Prepaid Debit

 

 

23,815

 

 

 

21,821

 

 

 

1,994

 

 

9.1

%

Eliminations

 

 

(617

)

 

 

(55

)

 

 

(562

)

 

*

%

Total

 

$

118,818

 

 

$

114,960

 

 

$

3,858

 

 

3.4

%

* Calculation not meaningful

 

 

Six Months Ended June 30,

 

 

2024

 

2023

 

$ Change

 

% Change

Net sales by segment:

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

183,593

 

 

$

195,179

 

 

$

(11,586

)

 

(5.9

)%

Prepaid Debit

 

 

48,013

 

 

 

40,951

 

 

 

7,062

 

 

17.2

%

Eliminations

 

 

(852

)

 

 

(318

)

 

 

(534

)

 

*

%

Total

 

$

230,754

 

 

$

235,812

 

 

$

(5,058

)

 

(2.1

)%

Gross Profit

 

 

Three Months Ended June 30,

 

 

2024

 

% of Net

Sales

 

2023

 

% of Net

Sales

 

$ Change

 

% Change

Gross profit by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

34,164

 

 

35.7

%

$

33,038

 

35.5

%

$

1,126

 

3.4

%

Prepaid Debit

 

 

8,224

 

 

 

34.5

%

 

7,787

 

 

35.7

%

 

437

 

 

5.6

%

Total

 

$

42,388

 

 

 

35.7

%

$

40,825

 

 

35.5

%

$

1,563

 

 

3.8

%

 

 

Six Months Ended June 30,

 

 

2024

 

% of Net

Sales

 

2023

 

% of Net

Sales

 

$ Change

 

% Change

Gross profit by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

65,659

 

 

35.8

%

$

71,222

 

36.5

%

$

(5,563

)

 

(7.8

)%

Prepaid Debit

 

 

18,247

 

 

 

38.0

%

 

12,697

 

 

31.0

%

 

5,550

 

 

43.7

%

Total

 

$

83,906

 

 

 

36.4

%

$

83,919

 

 

35.6

%

$

(13

)

 

(0.0

)%

Income from Operations

 

 

Three Months Ended June 30,

 

 

2024

 

% of Net

Sales

 

2023

 

% of Net

Sales

 

 

$ Change

 

% Change

Income (loss) from operations by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

25,389

 

 

 

26.6

%

$

25,081

 

 

26.9

%

$

308

 

 

1.2

%

Prepaid Debit

 

 

6,909

 

 

 

29.0

%

 

7,628

 

 

35.0

%

 

(719

)

 

(9.4

)%

Other

 

 

(17,389

)

 

 

*

%

 

(15,217

)

 

*

%

 

(2,172

)

 

14.3

%

Total

 

$

14,909

 

 

 

12.5

%

$

17,492

 

 

15.2

%

$

(2,583

)

 

(14.8

)%

 

 

Six Months Ended June 30,

 

 

2024

 

% of Net

Sales

 

2023

 

% of Net

Sales

 

$ Change

 

% Change

Income (loss) from operations by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

48,143

 

 

 

26.2

%

$

55,107

 

 

28.2

%

$

(6,964

)

 

(12.6

)%

Prepaid Debit

 

 

15,654

 

 

 

32.6

%

 

11,305

 

 

27.6

%

 

4,349

 

 

38.5

%

Other

 

 

(34,743

)

 

 

*

%

 

(28,322

)

 

*

%

 

(6,421

)

 

22.7

%

Total

 

$

29,054

 

 

 

12.6

%

$

38,090

 

 

16.2

%

$

(9,036

)

 

(23.7

)%

EBITDA

 

 

Three Months Ended June 30,

 

 

2024

 

% of Net

Sales

 

2023

 

% of Net

Sales

 

$ Change

 

% Change

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

27,625

 

 

 

28.9

%

$

27,455

 

 

29.5

%

$

170

 

 

0.6

%

Prepaid Debit

 

 

7,803

 

 

 

32.8

%

 

8,333

 

 

38.2

%

 

(530

)

 

(6.4

)%

Other

 

 

(16,549

)

 

 

*

%

 

(14,313

)

 

*

%

 

(2,236

)

 

15.6

%

Total

 

$

18,879

 

 

 

15.9

%

$

21,475

 

 

18.7

%

$

(2,596

)

 

(12.1

)%

 

 

Six Months Ended June 30,

 

 

2024

 

% of Net

Sales

 

2023

 

% of Net

Sales

 

$ Change

 

% Change

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit and Credit

 

$

52,467

 

 

 

28.6

%

$

59,647

 

 

30.6

%

$

(7,180

)

 

(12.0

)%

Prepaid Debit

 

 

17,418

 

 

 

36.3

%

 

12,634

 

 

30.9

%

 

4,784

 

 

37.9

%

Other

 

 

(32,909

)

 

 

*

%

 

(26,518

)

 

*

%

 

(6,391

)

 

24.1

%

Total

 

$

36,976

 

 

 

16.0

%

$

45,763

 

 

19.4

%

$

(8,787

)

 

(19.2

)%

Reconciliation of Income (Loss) from

Operations by Segment to EBITDA by Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2024

 

Debit and

Credit

 

Prepaid

Debit

 

Other

 

Total

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

$

25,389

 

 

$

6,909

 

 

$

(17,389

)

 

$

14,909

 

Depreciation and amortization

 

2,237

 

 

 

895

 

 

 

916

 

 

 

4,048

 

Other income (expenses)

 

(1

)

 

 

(1

)

 

 

(76

)

 

 

(78

)

EBITDA

$

27,625

 

 

$

7,803

 

 

$

(16,549

)

 

$

18,879

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2023

 

Debit and

Credit

 

Prepaid

Debit

 

Other

 

Total

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

$

25,081

 

 

$

7,628

 

 

$

(15,217

)

 

$

17,492

 

Depreciation and amortization

 

2,353

 

 

 

704

 

 

 

1,004

 

 

 

4,061

 

Other income (expenses)

 

21

 

 

 

1

 

 

 

(100

)

 

 

(78

)

EBITDA

$

27,455

 

 

$

8,333

 

 

$

(14,313

)

 

$

21,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2024

 

Debit and

Credit

 

Prepaid

Debit

 

Other

 

Total

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

$

48,143

 

 

$

15,654

 

 

$

(34,743

)

 

$

29,054

 

Depreciation and amortization

 

4,387

 

 

 

1,766

 

 

 

1,912

 

 

 

8,065

 

Other income (expenses)

 

(63

)

 

 

(2

)

 

 

(78

)

 

 

(143

)

EBITDA

$

52,467

 

 

$

17,418

 

 

$

(32,909

)

 

$

36,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2023

 

Debit and

Credit

 

Prepaid

Debit

 

Other

 

Total

EBITDA by segment:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

$

55,107

 

 

$

11,305

 

 

$

(28,322

)

 

$

38,090

 

Depreciation and amortization

 

4,514

 

 

 

1,328

 

 

 

2,023

 

 

 

7,865

 

Other income (expenses)

 

26

 

 

 

1

 

 

 

(219

)

 

 

(192

)

EBITDA

$

59,647

 

 

$

12,634

 

 

$

(26,518

)

 

$

45,763

 

EXHIBIT E

CPI Card Group Inc. and Subsidiaries

Supplemental GAAP to Non-GAAP Reconciliation

(dollars in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2024

 

2023

 

2024

 

2023

EBITDA and Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Net income

$

6,001

 

 

$

6,523

 

 

$

11,456

 

 

$

17,396

 

Interest, net

 

6,530

 

 

 

6,740

 

 

 

12,955

 

 

 

13,521

 

Income tax expense

 

2,300

 

 

 

4,151

 

 

 

4,500

 

 

 

6,981

 

Depreciation and amortization

 

4,048

 

 

 

4,061

 

 

 

8,065

 

 

 

7,865

 

EBITDA

$

18,879

 

 

$

21,475

 

 

$

36,976

 

 

$

45,763

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense

$

2,094

 

 

$

1,290

 

 

$

5,154

 

 

$

1,831

 

Sales tax (benefit) expense (1)

 

 

 

 

(78

)

 

 

 

 

 

35

 

Restructuring and other charges (2)

 

939

 

 

 

557

 

 

 

2,758

 

 

 

557

 

Loss on debt extinguishment (3)

 

 

 

 

99

 

 

 

 

 

 

218

 

Foreign currency gain

 

 

 

 

(21

)

 

 

 

 

 

(26

)

Subtotal of adjustments to EBITDA

$

3,033

 

 

$

1,847

 

 

$

7,912

 

 

$

2,615

 

Adjusted EBITDA

$

21,912

 

 

$

23,322

 

 

$

44,888

 

 

$

48,378

 

Net income margin (% of Net sales)

 

5.1

%

 

 

5.7

%

 

 

5.0

%

 

 

7.4

%

Net income growth (% Change 2024 vs. 2023)

 

(8.0

)%

 

 

 

 

 

(34.1

)%

 

 

 

Adjusted EBITDA margin (% of Net sales)

 

18.4

%

 

 

20.3

%

 

 

19.5

%

 

 

20.5

%

Adjusted EBITDA growth (% Change 2024 vs. 2023)

 

(6.0

)%

 

 

 

 

 

(7.2

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2024

 

2023

 

2024

 

2023

Free Cash Flow:

 

 

 

 

 

 

 

 

 

 

 

Cash (used in) provided by operating activities

$

(4,757

)

 

$

2,321

 

 

$

4,108

 

 

$

10,322

 

Capital expenditures for plant, equipment and leasehold improvements, net

 

(1,238

)

 

 

(2,449

)

 

 

(2,744

)

 

 

(6,594

)

Free Cash Flow

$

(5,995

)

 

$

(128

)

 

$

1,364

 

 

$

3,728

 

____________________

(1)

Represents estimated sales tax (benefit) expense relating to a contingent liability due to historical activity in certain states where it is probable that the Company will be subject to sales tax plus interest and penalties.

(2)

Represents executive retention and severance costs, as well as costs related to production facility modernization efforts.

(3)

The Company redeemed a portion of the 8.625% Senior Secured Notes due 2026 in 2023 and expensed the associated portion of the unamortized deferred financing costs.

 

Last Twelve Months Ended

 

June 30,

 

December 31,

 

2024

 

2023

Reconciliation of net income to LTM EBITDA and Adjusted EBITDA:

 

 

 

 

 

Net income

$

18,045

 

 

$

23,985

 

Interest, net

 

26,347

 

 

 

26,913

 

Income tax expense

 

7,996

 

 

 

10,477

 

Depreciation and amortization

 

16,131

 

 

 

15,931

 

EBITDA

$

68,519

 

 

$

77,306

 

 

 

 

 

 

 

Adjustments to EBITDA:

 

 

 

 

 

Stock-based compensation expense

$

10,830

 

 

$

7,507

 

Sales tax benefit (1)

 

(105

)

 

 

(70

)

Restructuring and other charges (2)

 

6,732

 

 

 

4,531

 

Loss on debt extinguishment (3)

 

25

 

 

 

243

 

Foreign currency gain

 

 

 

 

(26

)

Subtotal of adjustments to EBITDA

$

17,482

 

 

$

12,185

 

LTM Adjusted EBITDA

$

86,001

 

 

$

89,491

 

 

As of

 

June 30,

 

December 31,

 

2024

 

2023

Calculation of Net Leverage Ratio:

 

 

 

 

 

2026 Senior Notes

$

267,897

 

 

$

267,897

 

2026 ABL revolver

 

4,000

 

 

 

 

Finance lease obligations

 

16,663

 

 

 

18,106

 

Total debt

 

288,560

 

 

 

286,003

 

Less: Cash and cash equivalents

 

(7,479

)

 

 

(12,413

)

Total net debt (a)

$

281,081

 

 

$

273,590

 

LTM Adjusted EBITDA (b)

$

86,001

 

 

$

89,491

 

Net Leverage Ratio (a)/(b)

 

3.3

 

 

 

3.1

 

 

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