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CPI Card Group Inc. Reports First Quarter 2024 Results

LITTLETON, Colo., May 7, 2024 (BUSINESS WIRE) --

--Net Sales, Net Income, and Adjusted EBITDA Increased from Fourth Quarter Levels

--Company Continues to Anticipate Gradual Market Recovery in 2024; Affirms Full Year Net Sales and Adjusted EBITDA Outlook

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 first quarter ended March 31, 2024 and updated its financial outlook for 2024.

As anticipated, first quarter Debit and Credit segment sales were impacted by cautious customer spending as customers continued their focus on managing inventory levels, while Prepaid segment sales posted strong growth. Compared to the prior year first quarter, net sales decreased 7% to $111.9 million; net income decreased 50% to $5.5 million, primarily due to CEO transition-related expenses; and Adjusted EBITDA decreased 8% to $23.0 million.

Net sales, net income, and Adjusted EBITDA each increased from fourth quarter 2023 levels. As previously noted, the Company anticipates sales declines in the first half of 2024 to be offset by growth in the second half of the year from share gains and improved market demand.

"We are pleased with the overall improvement in results compared to recent trends," said John Lowe, President and Chief Executive Officer. "We were able to deliver strong growth in our Prepaid and personalization services businesses in the quarter, which partially offset the anticipated declines in card volumes."

Lowe added, "Card issuance remains healthy and we continue to expect a market recovery in the second half of the year. Strategically, our teams remain focused on gaining market share by providing innovative solutions and leading customer service and quality, as well as expanding into adjacent markets, including digital solutions, for our base of thousands of customers."

In the first quarter, the Company signed a multi-year contract with one of its larger customers, gaining share which will generate incremental sales over the next several years. The Company adjusted its Free Cash Flow outlook for 2024 to reflect up-front incentives related to this contract.

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(R) U.S. debit and credit cards in circulation increased at a compound annual growth rate of 9% for the three-year period ending December 31, 2023.

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 15,000 Card@Once(R) installations across more than 2,000 financial institutions. The Company executed share repurchases against the $20 million authorization announced in November. Through March 2024, the Company had repurchased in the open market or had committed to repurchase through its stock purchase agreement with its majority stockholder approximately $6 million of shares since initiation of the authorization. The Company ended the first quarter with a Net Leverage Ratio of 3.1x.

First Quarter 2024 Financial Highlights

Net sales decreased 7% year-over-year to $111.9 million in the first quarter of 2024

Debit and Credit segment net sales decreased 14% to $88.0 million, primarily due to declines in card volumes, partially offset by increases in Card@Once(R) instant issuance solutions and other card personalization services. Prepaid Debit segment net sales increased 26% to $24.2 million, reflecting strong customer demand and timing among quarters.

First quarter gross profit decreased 4% to $41.5 million and gross profit margin was 37.1%, which compared to 35.7% in the prior year first quarter.

First quarter income from operations decreased 31% to $14.1 million; net income decreased 50% to $5.5 million, or $0.46 diluted earnings per share; and Adjusted EBITDA decreased 8% to $23.0 million. Income from operations and net income declines include the impact of approximately $2 million of pre-tax operating expenses related to an executive retention package announced in 2023 and other CEO transition-related expenses, including stock compensation, which are not included in Adjusted EBITDA. The net income decrease was also impacted by a higher effective tax rate compared to prior year.

Balance Sheet, Liquidity and Cash Flow

The Company generated cash from operating activities of $8.9 million in the first quarter of 2024, which compared to $8.0 million in the 2023 first quarter, and Free Cash Flow of $7.4 million, which compared to $3.9 million in the prior year. The increase in cash generation compared to the prior year was driven by working capital improvements and lower capital expenditures, partially offset by lower net income.

As of March 31, 2024, cash and cash equivalents was $17.1 million. There were $268 million of 8.625% Senior Secured Notes due 2026 and no borrowings from the ABL revolving credit facility outstanding at quarter-end.

The Company spent $1.25 million to repurchase 68,258 shares of common stock in the open market during the first quarter. In April, the Company spent an additional $4.4 million to purchase 244,314 shares from its majority shareholder pursuant to the Stock Purchase Agreement announced in December, 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 December through March period.

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 gross margin improvement and solid cash flow generation in the first quarter," said Jeff Hochstadt, Chief Financial Officer of CPI. "We also made significant progress executing our share repurchase program, consistent with our capital allocation priorities."

Outlook for 2024

The Company affirmed its net sales and Adjusted EBITDA financial outlook for 2024, which was previously provided in March. The Company continues to expect slight increases in both net sales and Adjusted EBITDA for the full year, with declines in the first half of the year offset by growth in the second half.

The Company has adjusted its Free Cash Flow outlook to be approximately half of the 2023 level, which compares to the previous outlook of $5 million to $10 million below prior year. The change compared to the prior outlook primarily reflects the near-term impact of the newly signed 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. Compared to prior year, the Free Cash Flow outlook also reflects increased capital spending investment, including investment in a new state-of-the-art secure card production facility in Indiana. The Company generated $27.6 million of Free Cash Flow in 2023.

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 May 7, 2024 at 9:00 a.m. Eastern Time (ET) to review its first 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 Q1 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 May 21, 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 web site: 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 service our debt. 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," "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 months ended March 31, 2024 and 2023
                  
Exhibit B                           Condensed Consolidated Balance Sheets - Unaudited as of March 31, 2024 and December 31, 2023
                  
Exhibit C                           Condensed Consolidated Statements of Cash Flows - Unaudited for the three months ended March 31, 2024 and 2023
                  
Exhibit D                           Segment Summary Information - Unaudited for the three months ended March 31, 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 March 31,
                                                                                                                     ------------------------------------------------------------------------------------------------------------------------
                                                                                                       2024                                                   2023
                                                                                                                     --------------------------------------------------                        --------------------------------------------------
Net sales:                                                                                                                       
                                                                                                  $                        58,158     $                        75,790  
   Products
                                                                                                        53,778           45,062  
   Services
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
                                                                                                       111,936          120,852  
      Total net sales
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
Cost of sales:                                                                                                        
                                                                                                        37,802           45,980  
   Products (exclusive of depreciation and amortization shown below)
                                                                                                        29,929           29,404  
   Services (exclusive of depreciation and amortization shown below)
                                                                                                         2,687            2,374  
   Depreciation and amortization
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
                                                                                                        70,418           77,758  
      Total cost of sales
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
Gross profit                                                                                            41,518           43,094  
Operating expenses:                                                                                                   
                                                                                                        26,043           21,066  
   Selling, general and administrative (exclusive of depreciation and amortization shown below)
                                                                                                         1,330            1,430  
   Depreciation and amortization
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
                                                                                                        27,373           22,496  
      Total operating expenses
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
Income from operations                                                                                  14,145           20,598  
Other expense, net:                                                                                                   
                                                                                                        (6,425 )                            (6,781 )
   Interest, net
                                                                                                           (65 )                              (114 )
   Other expense, net
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
                                                                                                        (6,490 )                            (6,895 )
      Total other expense, net
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
Income before income taxes                                                                               7,655           13,703  
Income tax expense                                                                                      (2,200 )                            (2,830 )
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
                                                                                                  $                         5,455     $                        10,873  
   Net income
                                                                                                                     ==================== ========== ====================                      ==================== ========== ====================
                                                                                                              
Basic and diluted earnings per share:                                                                                            
                                                                                                  $                          0.48     $                          0.95  
   Basic earnings per share
                                                                                                  $                          0.46     $                          0.91  
   Diluted earnings per share
                                                                                                              
Basic weighted-average shares outstanding                                                           11,266,699       11,394,919  
Diluted weighted-average shares outstanding                                                         11,769,364       11,901,581  
                                                                                                              
Comprehensive income:                                                                                                 
                                                                                                  $                         5,455     $                        10,873  
   Net income
                                                                                                                     -------------------- ---------- --------------------                      -------------------- ---------- --------------------
 
                                                                                                                                                                                                                                          EXHIBIT B
                                                                                                                                              CPI Card Group Inc. and Subsidiaries
                                                                                                                                              Condensed Consolidated Balance Sheets
                                                                                                                                       (in thousands, except share and per share amounts)
                                                                                                                                                           (Unaudited)
                                                                                                                                                       
                                                                                                                                                                                              March 31,                                                December 31,
                                                                                                                                                                                                2024                                                       2023
                                                                                                                                                                                         ------------------------------------------------------                        ------------------------------------------------------
Assets                                                                                                                                                                                                                          
Current assets:                                                                                                                                                                                                                 
                                                                                                                                                                                         $                            17,144     $                            12,413  
   Cash and cash equivalents
                                                                                                                                                                                                   68,539               73,724  
   Accounts receivable, net
                                                                                                                                                                                                   83,381               70,594  
   Inventories, net
                                                                                                                                                                                                   11,862                8,647  
   Prepaid expenses and other current assets
                                                                                                                                                                                         -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                  180,926              165,378  
      Total current assets
Plant, equipment, leasehold improvements and operating lease right-of-use assets, net                                                                                                              61,033               63,053  
Intangible assets, net                                                                                                                                                                             13,154               14,122  
Goodwill                                                                                                                                                                                           47,150               47,150  
Other assets                                                                                                                                                                                       17,517                3,980  
                                                                                                                                                                                         -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                         $                           319,780     $                           293,683  
      Total assets
                                                                                                                                                                                         ==================== ============== ====================                      ==================== ============== ====================
Liabilities and stockholders' deficit                                                                                                                                                 
Current liabilities:                                                                                                                                                                                             
                                                                                                                                                                                         $                            23,643     $                            12,802  
   Accounts payable
                                                                                                                                                                                                   49,203               35,803  
   Accrued expenses
                                                                                                                                                                                                    1,172                  840  
   Deferred revenue and customer deposits
                                                                                                                                                                                         -------------------- -------------- --------------------                                           -------------- --------------------
                                                                                                                                                                                                   74,018               49,445  
      Total current liabilities
Long-term debt                                                                                                                                                                                    265,326              264,997  
Deferred income taxes                                                                                                                                                                               6,742                7,139  
Other long-term liabilities                                                                                                                                                                        22,145               24,038  
                                                                                                                                                                                         -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                  368,231              345,619  
      Total liabilities
                                                                                                                                                                                         -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Commitments and contingencies                                                                                                                                                                                                   
Series A Preferred Stock; $0.001 par value--100,000 shares authorized; 0 shares issued and outstanding at March 31, 2024 and December 31, 2023                                 --       --  
Stockholders' deficit:                                                                                                                                                                               
Common stock; $0.001 par value--100,000,000 shares authorized; 11,391,476 and 11,446,155 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively               11                   11  
                                                                                                                                                                                                 (104,193 )                              (102,223 )
   Capital deficiency
                                                                                                                                                                                                   55,731               50,276  
   Accumulated earnings
                                                                                                                                                                                         -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                  (48,451 )                               (51,936 )
      Total stockholders' deficit
                                                                                                                                                                                         -------------------- -------------- --------------------                      -------------------- -------------- --------------------
 
                                                                                                                                             EXHIBIT C
                                                                                                         CPI Card Group Inc. and Subsidiaries
                                                                                                    Condensed Consolidated Statements of Cash Flows
                                                                                                                    (in thousands)
                                                                                                                      (Unaudited)
 
                                                                                                                                                 Three Months Ended March 31,
                                                                                                               --------------------------------------------------------------------------------------------------------------------------------
                                                                                                                      2024                                                       2023
                                                                                                               ------------------------------------------------------                        ------------------------------------------------------
Operating activities                                                                                                                                  
Net income                                                                                                     $                             5,455     $                            10,873  
Adjustments to reconcile net income to net cash provided by operating activities:                                                                     
                                                                                                                          3,049                2,837  
   Depreciation expense
                                                                                                                            968                  967  
   Amortization expense
                                                                                                                          3,060                  541  
   Stock-based compensation expense
                                                                                                                            459                  473  
   Amortization of debt issuance costs and debt discount
                                                                                                                 --                  119  
   Loss on debt extinguishment
                                                                                                                           (397 )                                  (271 )
   Deferred income taxes
                                                                                                                            223                   12  
   Other, net
                                                                                                                                                      
   Changes in operating assets and liabilities:
                                                                                                                          5,171                4,335  
      Accounts receivable, net
                                                                                                                        (12,984 )                                (1,464 )
      Inventories
                                                                                                                        (17,610 )                                   310  
      Prepaid expenses and other assets
                                                                                                                            728                  550  
      Income taxes, net
                                                                                                                         10,681                1,533  
      Accounts payable
                                                                                                                          9,730              (11,358 )
      Accrued expenses and other liabilities
                                                                                                                            332               (1,456 )
      Deferred revenue and customer deposits
                                                                                                               -------------------- -------------- --------------------                                           -------------- --------------------
Cash provided by operating activities                                                                                     8,865                8,001  
                                                                                                               -------------------- -------------- --------------------                                           -------------- --------------------
Investing activities                                                                                                                                  
Capital expenditures for plant, equipment and leasehold improvements, net                                                (1,506 )                                (4,145 )
Other                                                                                                            --                   50  
                                                                                                               -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                         (1,506 )                                (4,095 )
   Cash used in investing activities
                                                                                                               -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Financing activities                                                                                                                                  
Principal payments on Senior Notes                                                                               --               (7,903 )
Proceeds from ABL Revolver                                                                                       --                8,000  
Other                                                                                                                      (109 )                                   (69 )
Payments on finance lease obligations                                                                                    (1,269 )                                  (820 )
Common stock repurchased                                                                                                 (1,250 )                        --  
                                                                                                               -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                         (2,628 )                                  (792 )
   Cash used in financing activities
Effect of exchange rates on cash                                                                                 --                    6  
                                                                                                               -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                          4,731                3,120  
   Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of period                                                                           12,413               11,037  
                                                                                                               -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Cash and cash equivalents, end of period                                                                       $                            17,144     $                            14,157  
                                                                                                               ==================== ============== ====================                      ==================== ============== ====================
Supplemental disclosures of cash flow information                                                                                                     
Cash paid (refunded) during the period for:                                                                                                           
                                                                                                               $                            11,903     $                            12,608  
   Interest
                                                                                                               $                                16     $                                28  
   Income taxes paid
                                                                                                               $                              (163 )                      $                    --  
   Income taxes refunded
Right-of-use assets obtained in exchange for lease obligations:                                                                                       
                                                                                                               $                    --     $                               168  
   Operating leases
                                                                                                               $                    --     $                             2,169  
   Financing leases
Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements $                               263     $                               422  
 
                                                                                                                                                                                                                                     EXHIBIT D
                                                                                                                                             CPI Card Group Inc. and Subsidiaries
                                                                                                                                                  Segment Summary Information
                                                                                                                                      For the Three Months Ended March 31, 2024 and 2023
                                                                                                                                                    (dollars in thousands)
                                                                                                                                                          (Unaudited)
 
 
 
Net Sales
                                                                                                                                Three Months Ended March 31,
                                           ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                             2024                                                   2023                                                 $ Change                                               % Change
                                           --------------------------------------------------                        --------------------------------------------------                        --------------------------------------------------                        --------------------------------------------------
Net sales by segment:                                                                    
                        $                        87,973     $                       101,985     $                       (14,012 )                           (13.7 )                    %
   Debit and Credit
                              24,198           19,130            5,068           26.5   %
   Prepaid Debit
                                (235 )                              (263 )                                28              *   %
   Eliminations
                                           -------------------- ---------- --------------------                      -------------------- ---------- --------------------                      -------------------- ---------- --------------------
                        $                       111,936     $                       120,852     $                        (8,916 )                            (7.4 )                    %
      Total
                                           ==================== ========== ====================                      ==================== ========== ====================                      ==================== ========== ====================
 
Gross Profit
                                                                                                                                                                                                  Three Months Ended March 31,
                                              ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                           2024                                                % of Net                                                 2023                                      % of Net                                         $ Change                                               % Change
                                                                                                                                          Sales                                                                                                                                    Sales
                                              ----------------------------------------                       ------------------------------------------------------------                        ----------------------------------------                       ----------------------------------------                       --------------------------------------------------                        --------------------------------------------------
Gross profit by segment:                                                            
                           $                                  31,495                     35.8 %                      $                                  38,184                   37.4 %                      $                        (6,689 )                           (17.5 )                    %
   Debit and Credit
                                           10,023                     41.4 %                                       4,910                   25.7 %                             5,113          104.1   %
   Prepaid Debit
                                              -------------------- --------------------                                                                                                          -------------------- --------------------                                                                                     -------------------- ---------- --------------------
 
Income from Operations
                                                                                                                                                                                                         Three Months Ended March 31,
                                                               ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                                                 2024                                            % of Net                                           2023                                 % of Net                       $ Change                                    % Change
                                                                                                                                                            Sales                                                                                                                         Sales
                                                               --------------------------------------------------                        ---------------------------------------                        --------------------------------------------------                        -------------------                       -------------------- ------------------------------                       --------------------------------------------------
Income (loss) from operations by segment:                                                                              
                                            $                        22,754             25.9 %           $                        30,026           29.4 %           $                        (7,272 )                           (24.2 )                    %
   Debit and Credit
                                                   8,745             36.1 %                  3,677           19.2 %                  5,068          137.8   %
   Prepaid Debit
                                                 (17,354 )                                 * %                (13,105 )                               * %                 (4,249 )                            32.4   %
   Other
                                                               -------------------- ---------- --------------------                                                                                     -------------------- ---------- --------------------                                                                -------------------- ---------- --------------------
 
EBITDA
                                                                                                                                                                                    Three Months Ended March 31,
                                          ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
                            2024                                            % of Net                                           2023

Copyright Business Wire 2024

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