Fourth Consecutive Year of Strong Sales Growth;
Full Year Net Sales Increased 20% to $375.1 Million; Net Income of
$15.9 Million Decreased 1% due to Income Tax Benefits in Prior Year
and Debt Refinancing Costs; Adjusted EBITDA Increased 33% to $76.4
Million
Fourth Quarter Net Sales Increased 11% to $93.2
Million; Net Income of $0.7 Million Decreased 91% Primarily due to
Income Tax Benefits in Prior Year and Increased Interest Expense;
Adjusted EBITDA Decreased 23% to $13.6 Million due to Impact of
Previously Noted Cost Increases
Company Expects Mid-Single Digit Net Sales and
Adjusted EBITDA Growth in 2022; Announces $20 Million Senior
Secured Notes Paydown
CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a
payment technology company and leading provider of credit, debit,
and prepaid solutions, today reported financial results for the
fourth quarter and full year ended December 31, 2021.
Full year net sales increased 20% to $375.1 million, with strong
growth from both the Debit and Credit and Prepaid Debit segments.
Performance was strong across the Company’s portfolio, with notable
growth from secure cards, personalization, instant issuance
solutions, and prepaid debit solutions, and was aided by new
customer acquisitions, including FinTechs. Net income decreased 1%
to $15.9 million due to income tax benefits recorded in 2020 and
debt refinancing-related costs incurred in the 2021 first quarter.
Adjusted EBITDA increased 33% to $76.4 million, driven by strong
sales growth and operating leverage.
“We believe our high-quality and innovative solutions have
propelled us to significantly outpace market growth over the last
four years,” said Scott Scheirman, President and Chief Executive
Officer of CPI. “Our team’s ability to navigate the current
supply-chain and labor environment remains a competitive
advantage.”
Scheirman continued, “We continue to experience strong customer
demand, especially in our Debit and Credit segment. Market growth
has been healthy, as U.S. cards in circulation for the top major
card networks have increased at an 8% compound annual growth rate
over the last three years. We believe we are well positioned for
long-term growth with differentiated offerings such as our
eco-focused cards, SaaS-based instant issuance solutions, and
end-to-end payment services.”
For 2022, CPI currently projects mid-single digit net sales and
Adjusted EBITDA growth, with strong growth expected in its Debit
and Credit segment, which represented 79% of net sales in 2021,
partially offset by anticipated declines in its Prepaid Debit
segment due to comparisons with a record year in 2021. Prepaid
Debit net sales increased 25% in 2021, aided by a large new
portfolio addition and COVID-19-related customer inventory
replenishment.
The Company expects its full-year 2022 Adjusted EBITDA margin to
be similar to the 2021 full-year margin. Improvement from the
fourth quarter 2021 Adjusted EBITDA margin is expected due to the
implementation of business initiatives, including price increases,
operating leverage from increased sales, and reduced levels of
certain expenses incurred in the fourth quarter.
CPI is a top payment solutions provider in the U.S. serving
thousands of banks, credit unions and FinTechs. 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, and maintains longstanding
customer relationships.
The Company expects long-term market growth to be aided by the
gradual transition to higher-priced contactless cards, including
eco-focused cards, as well as continued financial payment card
growth. Visa and Mastercard U.S. credit, debit and prepaid cards in
circulation have increased at a compound annual growth rate of 8%
over the three-year period ended September 30, 2021, based on
figures released by the networks. In addition, a recent report by
credit-data agency Trans-Union noted a record 196 million Americans
held credit cards at the end of 2021, and U.S. lenders issued more
payment cards than ever last year.
2021 Business Highlights
- The Company gained new FinTech and traditional financial
services customers, benefiting from its offerings of comprehensive
end-to-end solutions.
- Incremental net sales were generated from customer demand for
higher-priced contactless cards, as the U.S. payment card market
continues its gradual transition to contactless solutions.
- CPI continued to be a leading provider of eco-focused payment
card solutions in the U.S., as evidenced by selling nearly 50
million eco-focused cards since launch in late 2019 through the end
of 2021.
- Innovative personalization services contributed to net sales
growth, including from Card@Once® Software-as-a-Service-based
instant issuance solutions and CPI On-Demand®.
- Tamper-evident packaging solutions drove strong growth in the
Prepaid Debit segment and further enhanced the Company’s leadership
in the U.S. retail prepaid debit market.
- The Company refinanced its debt in the first quarter of 2021,
extending maturities and enhancing liquidity. Outstanding debt was
reduced by more than $30 million during 2021 and the net leverage
ratio was less than 4x at December 31, 2021.
Fourth Quarter 2021 Financial
Highlights
Net sales increased 11% year-over-year to $93.2 million in the
fourth quarter of 2021.
- Debit and Credit segment net sales increased 11% to $77.4
million. Net sales growth was primarily driven by the ongoing
transition to higher-priced contactless cards, including
eco-focused cards, the related card personalization, strong
increases from Card@Once®, and new customer growth.
- Prepaid Debit segment net sales increased 6% to $15.9 million,
primarily due to higher volumes from existing customers, including
the acquisition of new portfolios by those customers.
In the fourth quarter, gross profit decreased slightly to $30.9
million and gross profit margin was 33.2%, which compared to 36.8%
in the prior year. The year-over-year decrease in gross profit
margin was primarily due to increased labor costs, partially offset
by increased operating leverage from higher net sales.
Year-over-year, income from operations decreased 26% to $9.2
million; net income decreased 91% to $0.7 million, or $0.06 diluted
earnings per share; and Adjusted EBITDA decreased 23% to $13.6
million.
The net income decline was primarily due to income tax benefits
in the prior year quarter and increased interest expense. Operating
income, net income, and Adjusted EBITDA benefited from higher net
sales, but were negatively impacted by increased labor costs and
higher SG&A expenses, including costs related to Sarbanes-Oxley
compliance.
As noted in the Company’s third quarter earnings release on
November 3, 2021, fourth quarter sales growth and profit margins
were not expected to be as strong as the first nine months of 2021,
with increased labor, materials and certain other costs expected to
be more impactful. As noted above, the Company expects certain
mitigating items, including pricing initiatives, to result in a
full-year 2022 Adjusted EBITDA margin similar to full-year
2021.
Full Year
2021 Financial Highlights
Net sales increased 20% year-over-year to $375.1 million for the
full year.
- Debit and Credit segment net sales increased 18% to $296.2
million. Net sales growth was primarily driven by new customer
growth and the ongoing transition to contactless cards and related
card personalization, and included strong contributions from
Card@Once® and CPI On-Demand®.
- Prepaid Debit segment net sales increased 25% to $79.2 million,
primarily due to higher volumes from existing customers, including
the acquisition of new portfolios and the replenishment of retail
inventory by those customers.
Net sales in the prior year were impacted by lower customer
demand than expected in both segments, which we believe was
primarily attributable to the COVID-19 pandemic.
Gross profit increased 28% to $141.4 million and gross profit
margin increased to 37.7% from 35.3% in the prior year, primarily
due to operating leverage from higher net sales, partially offset
by increased labor costs.
Income from operations increased 55% to $59.5 million; net
income decreased 1% to $15.9 million, or $1.36 diluted earnings per
share; and Adjusted EBITDA increased 33% to $76.4 million.
The decrease in net income was due to income tax benefits in the
prior year, including benefits related to the CARES Act; $5.0
million of debt extinguishment costs incurred during the first
quarter of 2021 when the Company refinanced its debt; and increased
interest expense, including $2.6 million of make-whole interest
expense related to the debt refinancing.
Operating income, net income, and Adjusted EBITDA compared to
the prior year benefited from higher net sales and the resulting
operating leverage, partially offset by increased labor costs.
Balance Sheet, Liquidity, and
Cash Flow
As of December 31, 2021, cash and cash equivalents was $20.7
million. Cash provided by operating activities in 2021 was $20.2
million and capital expenditures were $10.1 million, yielding Free
Cash Flow of $10.2 million, a $4.8 million decrease compared to
2020 primarily due to $33.4 million of increased inventory
investments in 2021, partially offset by $9.8 million in
collections of cash tax refunds related to the CARES Act.
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.
Total long-term debt principal outstanding as of December 31,
2021 was comprised of the Company’s $310 million 8.625% senior
secured notes due 2026. The Company has provided notice to holders
that it intends to redeem $20 million of its senior secured notes
at a redemption price of 103% of par value, plus accrued and unpaid
interest. This redemption is expected to be completed in the first
quarter of 2022.
“We delivered strong sales and operating income growth in 2021,
driven by our high-quality, innovative solutions and deep customer
relationships,” said Amintore Schenkel, Chief Financial Officer.
“We also further strengthened our financial position, enabling us
to refinance our debt and reduce balance sheet leverage, while
investing to support the business for the future.”
Conference Call and Webcast
CPI Card Group Inc. will hold a conference call on March 8, 2022
at 9:00 a.m. Eastern Time (ET) to review its fourth quarter and
full year 2021 results. To participate in the Company's conference
call via telephone or online:
Toll-Free Dial-In Number, U.S. Participants: (844) 200-6205
International Dial-In Number: (929) 526-1599 Conference ID: 163252
Webcast Link: 4Q Webcast
Link
Participants are advised to login for the webcast 10 minutes
prior to the scheduled start time.
A replay of the conference call and webcast will be available
until March 22, 2022 at: US dial-in number (Toll Free): (866)
813-9403 US dial-in number: (Local): (929) 458-6194 Conference ID:
879747
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; loss on debt
extinguishment; foreign currency gain or loss; litigation
settlement gain; 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.
Adjusted EBITDA and Adjusted EBITDA Margin Expectations for
2022
We have provided Adjusted EBITDA and Adjusted EBITDA Margin
expectations for 2022 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.
Free Cash Flow
We define Free Cash Flow as cash flow provided by (used in)
operating activities (continuing operations) 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, nor
does it reflect the cash impacts of our discontinued operations.
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.
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 payment technology company and leading
provider of credit, debit and prepaid solutions delivered
physically, digitally and on-demand. CPI helps our customers foster
connections and build their brands through innovative and reliable
solutions, including financial payment cards, personalization and
Software-as-a-Service (SaaS) instant issuance. CPI has more than 20
years of experience in the payments market and is a trusted partner
to financial institutions and payments services providers. Serving
customers from locations throughout the United States, CPI has a
large network of high security facilities, each of which is
registered as PCI compliant by one or more of the payment brands:
Visa, Mastercard®, American Express® and Discover®. 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 words “believe,” “estimate,” “project,” “expect,”
“anticipate,” “plan,” “intend,” “foresee,” “should,” “would,”
“could,” “continue,” “committed,” “guides,” “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, capital allocation plans and
expectations for 2022 net sales and Adjusted EBITDA, 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:
the potential effects of COVID-19 and responses thereto on our
business, including our supply chain, customer demand, workforce,
operations and ability to comply with certain covenants related to
our indebtedness; our transition to being an accelerated filer and
complying with Section 404 of 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 or remediate material weaknesses;
our inability to recruit, retain and develop qualified personnel,
including key personnel; a disruption or other failure in our
supply chain or labor pool 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; system security risks, data
protection breaches and cyber-attacks; 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; interruptions in our operations, including
our information technology systems, or in the operations of the
third parties that operate the data centers or computing
infrastructure on which we rely; disruptions in production at one
or more of our facilities; environmental, social and governance
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 on
our business 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; our limited ability to
raise capital in the future; problems in production quality,
materials and process; our inability to develop, introduce and
commercialize new products; 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, 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; costs
relating to product defects and any related product liability
and/or warranty claims; our inability to renew licenses with key
technology licensors; the highly competitive, saturated and
consolidated nature of our marketplace; the effects of delays or
interruptions in our ability to source raw materials and components
used in our products from foreign countries; 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;
quarterly variation in our operating results; our failure to
operate our business in accordance with the Payment Card Industry
Security Standards Council security standards or other industry
standards; a decline in U.S. and global market and economic
conditions and resulting decreases in consumer and business
spending and ongoing inflation; our failure to comply with
environmental, health and safety laws and regulations, including
climate change 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;
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 for the year ended December 31, 2021
and our other reports filed from time to time with the Securities
and Exchange Commission (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 and full years ended December 31, 2021 and 2020
Exhibit B
Condensed Consolidated Balance Sheets –
Unaudited as of December 31, 2021 and December 31, 2020
Exhibit C
Condensed Consolidated Statements of Cash
Flows - Unaudited for the years ended December 31, 2021 and
2020
Exhibit D
Segment Summary Information – Unaudited
for the three months and full years ended December 31, 2021 and
2020
Exhibit E
Supplemental GAAP to Non-GAAP
Reconciliations - Unaudited for the three months and full years
ended December 31, 2021 and 2020
EXHIBIT A
CPI Card Group Inc. and
Subsidiaries
Condensed Consolidated
Statements of Operations and Comprehensive Income
(Dollars in Thousands, Except
Per Share Amounts)
(Unaudited)
Three Months Ended December
31,
Year Ended December
31,
2021
2020
2021
2020
Net sales:
Products
$
53,141
$
46,928
$
199,586
$
171,968
Services
40,065
37,212
175,533
140,221
Total net sales
93,206
84,140
375,119
312,189
Cost of sales:
Products (exclusive of depreciation and
amortization shown below)
34,893
27,862
121,601
107,642
Services (exclusive of depreciation and
amortization shown below)
25,280
22,552
103,255
83,538
Depreciation and amortization
2,101
2,763
8,837
10,701
Total cost of sales
62,274
53,177
233,693
201,881
Gross profit
30,932
30,963
141,426
110,308
Operating expenses:
Selling, general and administrative
(exclusive of depreciation and amortization shown below)
20,338
16,898
75,701
65,791
Depreciation and amortization
1,388
1,628
6,261
6,126
Total operating expenses, net
21,726
18,526
81,962
71,917
Income from operations
9,206
12,437
59,464
38,391
Other (expense) income, net:
Interest, net
(7,412)
(6,239)
(30,608)
(25,397)
Loss on debt extinguishment
—
—
(5,048)
(92)
Other income (expense)
(9)
(9)
14
(17)
Total other expense, net
(7,421)
(6,248)
(35,642)
(25,506)
Income before income taxes
1,785
6,189
23,822
12,885
Income tax (expense) benefit
(1,112)
1,127
(7,881)
3,305
Net income from continuing operations
673
7,316
15,941
16,190
Discontinued operations:
Net loss from discontinued operation, net
of tax
—
(31)
—
(61)
Net income
$
673
$
7,285
$
15,941
$
16,129
Basic and diluted earnings per share:
Basic earnings per share from continuing
operations:
$
0.06
$
0.65
$
1.42
$
1.44
Diluted earnings per share from continuing
operations:
$
0.06
$
0.65
$
1.36
$
1.44
Basic earnings per share:
$
0.06
$
0.65
$
1.42
$
1.44
Diluted earnings per share:
$
0.06
$
0.64
$
1.36
$
1.44
Basic weighted-average shares
outstanding:
11,254,034
11,230,482
11,239,049
11,228,707
Diluted weighted-average shares
outstanding:
11,779,079
11,326,078
11,763,963
11,232,004
Comprehensive income
Net income
673
7,285
15,941
16,129
Total comprehensive income
$
673
$
7,285
$
15,941
$
16,129
EXHIBIT B
CPI Card Group Inc. and
Subsidiaries
Condensed Consolidated Balance
Sheets
(Dollars in Thousands, Except
Share and Per Share Amounts)
(Unaudited)
December 31,
December 31,
2021
2020
Assets
Current assets:
Cash and cash equivalents
$
20,683
$
57,603
Accounts receivable, net of allowances of
$86 and $289, respectively
60,953
54,592
Inventories
58,009
24,796
Prepaid expenses and other current
assets
5,522
5,032
Income taxes receivable
534
10,511
Total current assets
145,701
152,534
Plant, equipment, leasehold improvements
and operating leases right-of-use assets, net
47,251
39,403
Intangible assets, net
21,854
26,207
Goodwill
47,150
47,150
Other assets
6,184
857
Total assets
$
268,140
$
266,151
Liabilities and stockholders’
deficit
Current liabilities:
Accounts payable
$
26,443
$
18,883
Accrued expenses
37,150
28,149
Current portion of Long-term debt
—
8,027
Deferred revenue and customer deposits
1,182
1,868
Total current liabilities
64,775
56,927
Long-term debt
303,626
328,681
Deferred income taxes
5,253
7,409
Other long-term liabilities
15,506
11,171
Total liabilities
389,160
404,188
Commitments and contingencies
Series A Preferred Stock; $0.001 par
value—100,000 shares authorized; 0 shares issued and
outstanding
—
—
Stockholders’ deficit:
Common Stock; $0.001 par value—100,000,000
shares authorized; 11,255,466 and 11,230,482 shares issued and
outstanding at December 31, 2021 and 2020, respectively
11
11
Capital deficiency
(110,782)
(111,858)
Accumulated loss
(10,249)
(26,190)
Total stockholders’ deficit
(121,020)
(138,037)
Total liabilities and stockholders'
deficit
$
268,140
$
266,151
EXHIBIT C
CPI Card Group Inc. and
Subsidiaries
Condensed Consolidated
Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
Year Ended December
31,
2021
2020
Operating activities
Net income
$
15,941
$
16,129
Adjustments to reconcile net income to net
cash provided by operating activities:
Loss from discontinued operations
—
61
Depreciation and amortization expense
15,098
16,827
Stock-based compensation expense
1,250
136
Amortization of debt issuance costs and
debt discount
2,367
3,453
Deferred income tax
(2,156)
1,043
Loss on debt extinguishment
5,048
92
Other, net
213
1,742
Changes in operating assets and
liabilities:
Accounts receivable
(6,361)
(11,662)
Inventories
(33,388)
(6,105)
Prepaid expenses and other assets
(4,062)
494
Income taxes
9,977
(6,346)
Accounts payable
6,582
1,657
Accrued expenses
10,365
2,958
Deferred revenue and customer deposits
(690)
1,404
Other liabilities
45
192
Cash provided by operating activities -
continuing operations
20,229
22,075
Cash used in operating activities
-discontinued operations
—
(61)
Investing activities
Capital expenditures for plant, equipment
and leasehold improvements
(10,074)
(7,093)
Other
156
—
Cash used in investing activities
(9,918)
(7,093)
Financing activities
Principal payments on First Lien Term
Loan
(312,500)
—
Principal payments on Senior Credit
Facility
(30,000)
—
Principal payments on ABL Revolver
(15,000)
—
Proceeds from Senior Notes
310,000
—
Proceeds from ABL Revolver, net of
discount
14,750
—
Proceeds from Senior Credit Facility, net
of discount
—
29,100
Debt issuance costs
(9,452)
(2,507)
Payments on finance lease obligations
(2,171)
(2,616)
Payments on debt extinguishment and
other
(2,859)
—
Cash (used in) provided by financing
activities
(47,232)
23,977
Effect of exchange rates on cash
1
23
Net (decrease) increase in cash and cash
equivalents
(36,920)
38,921
Cash and cash equivalents, beginning of
period
57,603
18,682
Cash and cash equivalents, end of
period
$
20,683
$
57,603
Supplemental disclosures of cash flow
information
Cash paid (refunded) during the period
for:
Interest
$
22,268
$
22,750
Income taxes paid
$
9,792
1,302
Income taxes (refunded)
$
(9,846)
$
(259)
Right-of-use assets obtained in exchange
for lease obligations:
Operating leases
$
6,932
$
3,260
Financing leases
$
1,897
$
1,718
Accounts payable and accrued expenses for
capital expenditures for plant, equipment and leasehold
improvements
$
2,972
$
1,052
EXHIBIT D
CPI Card Group Inc. and
Subsidiaries
Segment Summary
Information
For the Three Months and Year
Ended December 31, 2021 and 2020
(Dollars in Thousands)
(Unaudited)
Net Sales
Three Months Ended December
31,
2021
2020
$ Change
% Change
Net sales by segment:
Debit and Credit
$
77,406
$
69,572
$
7,834
11.3
%
Prepaid Debit
15,874
14,916
958
6.4
%
Eliminations
(74)
(348)
274
*
%
Total
$
93,206
$
84,140
$
9,066
10.8
%
* Calculation not meaningful
Year Ended December
31,
2021
2020
$ Change
% Change
Net sales by segment:
Debit and Credit
$
296,204
$
250,427
$
45,777
18.3
%
Prepaid Debit
79,213
63,596
15,617
24.6
%
Eliminations
(298)
(1,834)
1,536
*
%
Total
$
375,119
$
312,189
$
62,930
20.2
%
Gross Profit
Three Months Ended December
31,
2021
% of Net Sales
2020
% of Net Sales
$ Change
% Change
Gross profit by segment:
Debit and Credit
$
26,018
33.6
%
$
25,152
36.2
%
$
866
3.4
%
Prepaid Debit
4,914
31.0
%
5,811
39.0
%
(897)
(15.4)
%
Total
$
30,932
33.2
%
$
30,963
36.8
%
$
(31)
(0.1)
%
Year Ended December
31,
2021
% of Net Sales
2020
% of Net Sales
$ Change
% Change
Gross profit by segment:
Debit and Credit
$
110,006
37.1
%
$
85,833
34.3
%
$
24,173
28.2
%
Prepaid Debit
31,420
39.7
%
24,475
38.5
%
6,945
28.4
%
Total
$
141,426
37.7
%
$
110,308
35.3
%
$
31,118
28.2
%
Income from Operations
Three Months Ended December
31,
2021
% of Net Sales
2020
% of Net Sales
$ Change
% Change
Income (loss) from Operations by
segment:
Debit and Credit
$
18,558
24.0
%
$
16,934
24.3
%
$
1,624
9.6
%
Prepaid Debit
3,850
24.3
%
4,563
30.6
%
(713)
(15.6)
%
Other
(13,202)
*
%
(9,060)
*
%
(4,142)
(45.7)
%
Total
$
9,206
9.9
%
$
12,437
14.8
%
$
(3,231)
(26.0)
%
Year Ended December
31,
2021
% of Net Sales
2020
% of Net Sales
$ Change
% Change
Income (loss) from Operations by
segment:
Debit and Credit
$
79,469
26.8
%
$
54,848
21.9
%
$
24,621
44.9
%
Prepaid Debit
26,910
34.0
%
19,942
31.4
%
6,968
34.9
%
Other
(46,915)
*
%
(36,399)
*
%
(10,516)
(28.9)
%
Total
$
59,464
15.9
%
$
38,391
12.3
%
$
21,073
54.9
%
EBITDA
Three Months Ended December
31,
2021
% of Net Sales
2020
% of Net Sales
$ Change
% Change
EBITDA by segment
Debit and Credit
$
20,421
26.4
%
$
19,449
28.0
%
$
972
5.0
%
Prepaid Debit
4,437
28.0
%
5,182
34.7
%
(745)
(14.4)
%
Other
(12,172)
*
%
(7,812)
*
%
(4,360)
(55.8)
%
Total
$
12,686
13.6
%
$
16,819
20.0
%
$
(4,133)
(24.6)
%
Year Ended December
31,
2021
% of Net Sales
2020
% of Net Sales
$ Change
% Change
EBITDA by segment
Debit and Credit
$
87,499
29.5
%
$
64,522
25.8
%
$
22,977
35.6
%
Prepaid Debit
29,156
36.8
%
22,156
34.8
%
7,000
31.6
%
Other
(47,127)
*
%
(31,569)
*
%
(15,558)
(49.3)
%
Total
$
69,528
18.5
%
$
55,109
17.7
%
$
14,419
26.2
%
Reconciliation of Income from
Operations by Segment to EBITDA by
Segment
Three Months Ended December
31, 2021
Debit and Credit
Prepaid Debit
Other
Total
EBITDA by segment:
Income from operations
$
18,558
3,850
(13,202)
$
9,206
Depreciation and amortization
1,871
587
1,031
3,489
Other (expenses) income
(8)
—
(1)
(9)
EBITDA
$
20,421
$
4,437
$
(12,172)
$
12,686
Three Months Ended December
31, 2020
Debit and Credit
Prepaid Debit
Other
Total
EBITDA by segment:
Income from operations
$
16,934
$
4,563
$
(9,060)
$
12,437
Depreciation and amortization
2,522
617
1,252
4,391
Other (expenses) income
(7)
2
(4)
(9)
EBITDA
$
19,449
$
5,182
$
(7,812)
$
16,819
Year Ended December 31,
2021
Debit and Credit
Prepaid Debit
Other
Total
EBITDA by segment:
Income from operations
$
79,469
26,910
(46,915)
59,464
Depreciation and amortization
8,026
2,234
4,838
15,098
Other income (expenses)
4
12
(5,050)
(5,034)
EBITDA
$
87,499
$
29,156
$
(47,127)
$
69,528
Year Ended December 31,
2020
Debit and Credit
Prepaid Debit
Other
Total
EBITDA by segment:
Income from operations
$
54,848
19,942
(36,399)
38,391
Depreciation and amortization
9,729
2,216
4,882
16,827
Other (expenses) income
(55)
(2)
(52)
(109)
EBITDA
$
64,522
$
22,156
$
(31,569)
$
55,109
EXHIBIT E
CPI Card Group Inc. and
Subsidiaries
Supplemental GAAP to Non-GAAP
Reconciliation
(Dollars in Thousands)
(Unaudited)
Three Months Ended December
31,
Year Ended | December
31,
2021
2020
2021
2020
Reconciliation of net income (GAAP) to
EBITDA and Adjusted EBITDA
Net income
$
673
$
7,285
$
15,941
$
16,129
Interest expense, net
7,412
6,239
30,608
25,397
Income tax expense (benefit)
1,112
(1,127)
7,881
(3,305)
Depreciation and amortization
3,489
4,391
15,098
16,827
Net loss from discontinued operations
—
31
—
61
EBITDA
$
12,686
$
16,819
$
69,528
$
55,109
Adjustments to EBITDA
Sales tax (benefit) expense(1)
(149)
633
(614)
926
Stock-based compensation expense
1,036
52
1,250
136
Severance and other charges (2)
—
40
1,250
1,269
Loss on debt extinguishment (3)
—
—
5,048
92
Foreign currency loss (gain)
9
(3)
(15)
7
Subtotal of adjustments to EBITDA
896
722
6,919
2,430
Adjusted EBITDA
$
13,582
$
17,541
$
76,447
$
57,539
Net income margin (% of Net Sales)
0.7%
8.7%
4.2%
5.2%
Net income (decline) (% Change 2021 vs.
2020)
(90.8)%
(1.2)%
Adjusted EBITDA margin (% of Net
Sales)
14.6%
20.8%
20.4%
18.4%
Adjusted EBITDA (decline) growth (% Change
2021 vs. 2020)
(22.6)%
32.9%
Three Months Ended December
31,
Year Ended December
31,
2021
2020
2021
2020
Free Cash Flow:
Cash provided by operating activities
$
5,714
$
11,867
$
20,229
$
22,075
Capital expenditures for plant, equipment
and leasehold improvements
(5,247)
(3,773)
(10,074)
(7,093)
Free cash flow - continuing operations
$
467
$
8,094
$
10,155
$
14,982
(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. During
the year ended December 31, 2020, the Company revised its prior
period financial statements to adjust immaterial items, primarily
due to estimated sales tax expense relating to 2017 through the
second quarter of 2020. Refer to Note 2 of the Form 10‑K for the
year ended December 31, 2021 for an explanation of the immaterial
prior period adjustments.
(2)
The 2021 amount primarily relates to
executive severance charges, and the prior year amounts relate to
restructuring severance charges.
(3)
The Company terminated and repaid its
Senior Credit Facility and First Lien Term Loan during the first
quarter of 2021 and expensed the unamortized deferred financing
costs and debt discount. Additionally, the Company terminated its
previous Revolving Credit Facility during the first quarter of 2020
and expensed the remaining unamortized deferred financing
costs.
As of
December 31,
December 31,
2021
2020
Calculation of Net Leverage
Ratio:
Debt principal outstanding
$
310,000
$
342,500
Finance lease obligations
4,925
5,192
Total Debt
314,925
347,692
Less: Cash and cash equivalents
(20,683)
(57,603)
Total Net Debt (a)
$
294,242
$
290,089
LTM Adjusted EBITDA (b)
$
76,447
$
57,539
Net Leverage Ratio (a)/(b)
3.8
5.0
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220308005420/en/
CPI Card Group Inc. Investor Relations: (877) 369-9016
InvestorRelations@cpicardgroup.com
CPI Card Group Inc. Media Relations:
Media@cpicardgroup.com
CPI Card (NASDAQ:PMTS)
Historical Stock Chart
From Mar 2024 to Apr 2024
CPI Card (NASDAQ:PMTS)
Historical Stock Chart
From Apr 2023 to Apr 2024