CPI Card Group Inc. - Quarter Report: 2016 March (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
For the Quarterly Period Ended March 31, 2016.
or
☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to
Commission File Number 001-37584
CPI Card Group Inc.
(Exact name of the registrant as specified in its charter)
Delaware |
26-0344657 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
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10368 West Centennial Road |
||
Littleton, CO |
80127 |
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(Address of principal executive offices) |
(Zip Code) |
(303) 973-9311
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting Company |
☐ |
(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No☒
Number of shares of Common Stock, $0.001 par value, outstanding as of May 3, 2016: 56,542,116
Table of Contents
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Page |
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Part I — Financial Information |
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3 |
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Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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19 |
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Item 3 — Quantitative and Qualitative Disclosures About Market Risk |
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26 |
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26 |
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28 |
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28 |
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Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds |
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28 |
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29 |
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30 |
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2
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in Thousands, Except Share and Per Share Amounts)
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March 31, |
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December 31, |
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2016 |
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2015 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
26,853 |
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$ |
13,606 |
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Accounts receivable, net of allowances of $161 and $212, respectively |
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44,621 |
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52,538 |
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Inventories |
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23,731 |
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25,640 |
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Prepaid expenses and other current assets |
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4,852 |
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4,260 |
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Income taxes receivable |
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1,085 |
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4,975 |
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Total current assets |
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101,142 |
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101,019 |
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Plant, equipment and leasehold improvements, net |
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52,884 |
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52,113 |
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Intangible assets, net |
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52,800 |
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53,988 |
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Goodwill |
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73,034 |
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73,123 |
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Other assets |
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97 |
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110 |
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Total assets |
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$ |
279,957 |
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$ |
280,353 |
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Liabilities and stockholders’ deficit |
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Current liabilities: |
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Accounts payable |
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$ |
14,084 |
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$ |
17,832 |
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Accrued expenses |
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9,994 |
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11,315 |
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Deferred revenue and customer deposits |
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4,094 |
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3,874 |
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Current maturities of long-term debt |
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9,000 |
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9,000 |
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Total current liabilities |
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37,172 |
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42,021 |
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Long-term debt, net of current maturities |
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300,482 |
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300,000 |
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Deferred income taxes |
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23,703 |
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24,073 |
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Other long-term liabilities |
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850 |
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869 |
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Total liabilities |
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362,207 |
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366,963 |
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Commitments and contingencies (Note 12) |
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Series A Preferred Stock; $0.001 par value—100,000 shares authorized; no shares issued and outstanding |
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— |
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— |
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Stockholders’ deficit: |
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Common Stock; $0.001 par value—100,000,000 shares authorized; 56,542,116 shares issued and outstanding |
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56 |
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56 |
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Capital deficiency |
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(117,921) |
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(119,028) |
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Accumulated earnings |
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39,831 |
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36,661 |
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Accumulated other comprehensive loss |
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(4,216) |
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(4,299) |
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Total stockholders’ deficit |
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(82,250) |
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(86,610) |
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Total liabilities and stockholders’ deficit |
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$ |
279,957 |
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$ |
280,353 |
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See accompanying notes to condensed consolidated financial statements
3
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
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Three Months Ended March 31, |
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2016 |
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2015 |
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Net sales: |
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Products |
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$ |
54,958 |
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$ |
45,014 |
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Services |
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31,435 |
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32,296 |
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Total net sales |
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86,393 |
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77,310 |
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Cost of sales: |
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Products (exclusive of depreciation and amortization shown below) |
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36,353 |
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30,402 |
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Services (exclusive of depreciation and amortization shown below) |
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17,764 |
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18,973 |
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Depreciation and amortization |
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2,584 |
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2,427 |
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Total cost of sales |
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56,701 |
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51,802 |
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Gross profit |
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29,692 |
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25,508 |
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Operating expenses: |
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Selling, general and administrative (exclusive of depreciation and amortization shown below) |
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14,498 |
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12,177 |
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Depreciation and amortization |
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1,529 |
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1,634 |
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Total operating expenses |
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16,027 |
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13,811 |
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Income from operations |
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13,665 |
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11,697 |
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Other income (expense): |
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Interest, net |
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(5,033) |
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(1,889) |
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Foreign currency (loss) gain |
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(102) |
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122 |
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Other expense, net |
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(2) |
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(12) |
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Total other expense |
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(5,137) |
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(1,779) |
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Income before income taxes |
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8,528 |
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9,918 |
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Provision for income taxes |
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(2,814) |
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(3,958) |
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Net income from continuing operations |
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5,714 |
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5,960 |
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Discontinued operations: |
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Loss from a discontinued operation, net of taxes (Note 2) |
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— |
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(606) |
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Gain on sale of a discontinued operation, net of taxes (Note 2) |
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— |
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887 |
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Net income |
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$ |
5,714 |
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$ |
6,241 |
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Preferred stock dividends |
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— |
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(12,611) |
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Income (loss) attributable to common stockholders |
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$ |
5,714 |
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$ |
(6,370) |
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Basic and diluted earnings (loss) per share: |
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Continuing operations |
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$ |
0.10 |
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$ |
(0.16) |
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Discontinued operation |
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— |
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0.01 |
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$ |
0.10 |
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$ |
(0.15) |
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Dividends declared per common share |
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$ |
0.045 |
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— |
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Comprehensive Income |
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Net Income |
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5,714 |
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6,241 |
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Currency translation adjustment |
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82 |
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(780) |
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Total comprehensive income |
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$ |
5,796 |
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$ |
5,461 |
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See accompanying notes to condensed consolidated financial statements
4
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
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Three Months Ended March 31, |
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2016 |
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2015 |
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Operating activities |
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Net income |
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$ |
5,714 |
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$ |
6,241 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
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4,113 |
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4,061 |
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Stock-based compensation expense |
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745 |
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604 |
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Amortization of debt issuance costs and debt discount |
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482 |
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158 |
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Loss on sale of a discontinued operation |
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— |
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1,039 |
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Excess tax benefits from stock-based compensation |
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(239) |
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— |
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Deferred income tax |
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(58) |
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10,067 |
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Other, net |
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(13) |
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(20) |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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7,711 |
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1,382 |
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Inventories |
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1,957 |
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(5,610) |
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Prepaid expenses and other assets |
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(532) |
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959 |
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Income taxes |
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4,433 |
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(10,454) |
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Accounts payable |
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(3,758) |
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4,164 |
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Accrued expenses |
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(3,980) |
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(876) |
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Deferred revenue and customer deposits |
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199 |
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|
941 |
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Other liabilities |
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(18) |
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23 |
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Cash provided by operating activities |
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16,756 |
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12,679 |
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Investing activities |
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Acquisitions of plant, equipment and leasehold improvements |
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(3,780) |
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(5,658) |
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Proceeds from sale of a discontinued operation |
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— |
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5,000 |
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Cash used in investing activities |
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(3,780) |
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(658) |
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Financing activities |
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Payments on Senior Term Loan |
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— |
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(6,629) |
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Excess tax benefits from stock-based compensation |
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239 |
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— |
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Redemption of preferred and common stock |
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— |
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(417) |
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Cash provided by (used in) financing activities |
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239 |
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(7,046) |
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Effect of exchange rates on cash |
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32 |
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(138) |
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Net increase in cash and cash equivalents: |
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13,247 |
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4,837 |
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Cash and cash equivalents, beginning of period |
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13,606 |
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|
12,941 |
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Cash and cash equivalents, end of period |
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$ |
26,853 |
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$ |
17,778 |
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Supplemental disclosures of cash flow information |
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Cash paid during the period for: |
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Interest |
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$ |
4,621 |
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$ |
1,699 |
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Income taxes |
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$ |
(1,567) |
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$ |
2,015 |
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See accompanying notes to condensed consolidated financial statements
5
CPI Card Group Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Dollars in Thousands, Except Share and Per Share Amounts or as Otherwise Indicated)
(Unaudited)
1. Business Overview and Summary of Significant Accounting Policies
Business Overview
CPI Card Group Inc. (which, together with its subsidiaries, is referred to herein as “CPI” or the “Company”) is a leading provider of comprehensive Financial Payment Card solutions in North America. The Company defines Financial Payment Cards as credit, debit and prepaid debit cards issued on the networks of the Payment Card Brands (Visa, MasterCard, American Express and Discover) and Interac (in Canada). The Company serves its customers through a network of ten production and card services facilities, including eight high-security facilities in North America that are each certified by one or more of the Payment Card Brands and Interac (in Canada) and, where required by the Company’s customers, certified to be in compliance with the standards of the PCI Security Standards Council. In addition to its eight North American facilities, the Company has two facilities in the United Kingdom that produce retail cards, such as gift and loyalty cards that are not issued on the networks of the Payment Card Brands, and personalization services.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of the results of the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2015 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
The Company sold its non-secure operation located in Nevada on January 12, 2015 (the “Nevada Sale”) pursuant to an asset purchase agreement for $5,000 in cash. The Nevada operations primarily produced retail gift cards that are not issued on the networks of the Payment Card Brands. See Note 2.
Use of Estimates
Management uses estimates and assumptions relating to the reporting of assets and liabilities in its preparation of the condensed consolidated financial statements. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and intangible assets; valuation allowances for inventories and deferred tax assets; debt; and stock-based compensation expense. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, in May 2014. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should also disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB deferred the effective date to annual reporting periods beginning after December 15, 2017, and interim reporting periods within those periods. The Company plans to implement the provisions of ASU 2014-09 as of January 1, 2018. The Company is in the process of determining the method of adoption and assessing the impact of ASU 2014-09 on its results of operations, financial position and consolidated financial statements.
6
The FASB issued ASU 2015-11, Inventory—Simplifying the Measurement of Inventory, in July 2015. ASU 2015-11 requires that inventory be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for public entities’ annual reporting periods beginning after December 15, 2016. The Company plans to implement the provisions of ASU 2015-11 as of January 1, 2017. The Company is in the process of assessing the impact of ASU 2015-11 on its results of operations, financial position and consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases, which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 (the Company’s fiscal year 2019) with early adoption permitted. The new standard is required to be adopted using a modified retrospective approach. The Company is in the process of assessing the impact of ASU 2016-02 on its results of operations, financial position and consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation–Stock Compensation: Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share based payment transactions, including the accounting for income taxes, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 (the Company’s fiscal year 2017), with early adoption permitted. The Company is in the process of assessing the impact of ASU 2016-09 on its results of operations, financial position and consolidated financial statements.
2. Discontinued Operation and Disposition
On January 12, 2015, the Company sold its Nevada non-secure operations pursuant to an asset purchase agreement for $5,000 in cash. The net carrying values of the assets sold as part of the discontinued operation included inventory and plant, equipment and leasehold improvements of $3,129 and $2,910, respectively. During the three months ended March 31, 2015, the Company recognized a gain on the sale of a discontinued operation of $887, which is included in the gain from a discontinued operation, net of an income tax benefit of $1,926 in the Company’s Condensed Consolidated Statement of Operations.
The Nevada operations recognized a loss of $606 for the three months ended March 31, 2015, net of an income tax benefit of $404, in the Company’s Condensed Consolidated Statement of Operations.
After the Nevada Sale, CPI retained no significant continuing involvement in the Nevada operations other than a 180 day transition of services agreement, which expired on July 11, 2015. The Nevada operations had $32,128 of tax deductible goodwill and intangible assets, of which $4,190 of the tax deductible goodwill resulted in the recognition of an income tax benefit of $1,510 during the three months ended March 31, 2015.
3. Inventories
Inventories are summarized below:
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March 31, 2016 |
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December 31, 2015 |
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|
|
|
|
|
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Raw materials |
|
$ |
9,669 |
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$ |
10,549 |
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Work-in-process |
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|
10,871 |
|
|
11,460 |
|
Finished goods |
|
|
3,191 |
|
|
3,631 |
|
|
|
$ |
23,731 |
|
$ |
25,640 |
|
7
4. Plant, Equipment and Leasehold Improvements
Plant, equipment and leasehold improvements consist of the following:
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March 31, 2016 |
|
December 31, 2015 |
|
||
|
|
|
|
|
|
|
|
Buildings |
|
$ |
2,475 |
|
$ |
2,565 |
|
Machinery and equipment |
|
|
58,815 |
|
|
57,482 |
|
Furniture, fixtures and computer equipment |
|
|
5,387 |
|
|
4,440 |
|
Leasehold improvements |
|
|
16,786 |
|
|
15,856 |
|
Construction in progress |
|
|
2,635 |
|
|
2,373 |
|
|
|
|
86,098 |
|
|
82,716 |
|
Less accumulated depreciation and amortization |
|
|
(33,214) |
|
|
(30,603) |
|
|
|
$ |
52,884 |
|
$ |
52,113 |
|
For the Company’s continuing operations, amounts recorded for the depreciation of plant, equipment and leasehold improvements was $2,973 and $2,917 for the three months ended March 31, 2016 and 2015, respectively.
5. Goodwill and Other Intangible Assets
Goodwill relates to the Company’s U.S. Debit and Credit, U.K. Limited and Canada reporting segments. The change in goodwill from December 31, 2015 to March 31, 2016 was a result of currency translation adjustments.
Intangible assets consist of customer relationships, technology and software, non-compete agreements, favorable leases and trademarks. Total intangible assets are being amortized over a weighted-average useful life of 16 years. The changes in the cost basis of the intangibles from December 31, 2015 to March 31, 2016 are related to foreign currency translations. Intangible amortization expense was $1,140 and $1,144 for the three months ended March 31, 2016 and 2015, respectively.
As of March 31, 2016 and December 31, 2015, intangible assets, excluding goodwill, were comprised of the following:
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|
|
|
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March 31, 2016 |
|
December 31, 2015 |
|
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|
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Average Life |
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|
|
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Accumulated |
|
Net Book |
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|
|
|
Accumulated |
|
Net Book |
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||||||
|
|
(Years) |
|
Cost |
|
Amortization |
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Value |
|
Cost |
|
Amortization |
|
Value |
|
||||||||
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
12 |
to |
20 |
|
$ |
59,528 |
|
$ |
(18,599) |
|
$ |
40,929 |
|
$ |
59,612 |
|
$ |
(17,747) |
|
$ |
41,865 |
|
Technology and software |
|
7 |
to |
10 |
|
|
7,101 |
|
|
(1,470) |
|
|
5,631 |
|
|
7,101 |
|
|
(1,238) |
|
|
5,863 |
|
Non-compete agreements |
|
5 |
to |
8 |
|
|
491 |
|
|
(288) |
|
|
203 |
|
|
491 |
|
|
(270) |
|
|
221 |
|
Favorable leases |
|
|
9.5 |
|
|
|
111 |
|
|
(103) |
|
|
8 |
|
|
111 |
|
|
(101) |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets subject to amortization |
|
|
|
|
|
|
67,231 |
|
|
(20,460) |
|
|
46,771 |
|
|
67,315 |
|
|
(19,356) |
|
|
47,959 |
|
Trademarks (indefinite-lived) |
|
|
|
|
|
|
6,029 |
|
|
— |
|
|
6,029 |
|
|
6,029 |
|
|
— |
|
|
6,029 |
|
|
|
|
|
|
|
$ |
73,260 |
|
$ |
(20,460) |
|
$ |
52,800 |
|
$ |
73,344 |
|
$ |
(19,356) |
|
$ |
53,988 |
|
8
The estimated future aggregate amortization expense for the identified amortizable intangibles noted above as of March 31, 2016 is as follows:
2016 (remaining 9 months) |
|
$ |
3,414 |
2017 |
|
|
4,545 |
2018 |
|
|
4,545 |
2019 |
|
|
4,524 |
2020 |
|
|
4,484 |
Thereafter |
|
|
25,259 |
|
|
$ |
46,771 |
6. Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). In determining fair value, the Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
· |
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
· |
Level 2— Observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities. |
· |
Level 3— Valuations based on unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
The Company’s financial assets and liabilities subject to fair value measurements and the necessary disclosures are as follows:
|
|
Fair Value as of |
|
Fair Value Measurement at March 31, 2016 |
|
||||||||
|
|
March 31, |
|
(Using Fair Value Hierarchy) |
|
||||||||
|
|
2016 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Term Loan |
|
$ |
310,938 |
|
$ |
— |
|
$ |
310,938 |
|
$ |
— |
|
Sellers Note |
|
$ |
9,000 |
|
$ |
— |
|
$ |
— |
|
$ |
9,000 |
|
|
|
Fair Value as of |
|
Fair Value Measurement at December 31, 2015 |
|
||||||||
|
|
December 31, |
|
(Using Fair Value Hierarchy) |
|
||||||||
|
|
2015 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
First Lien Term Loan |
|
$ |
309,375 |
|
$ |
— |
|
$ |
309,375 |
|
$ |
— |
|
Sellers Note |
|
$ |
9,000 |
|
$ |
— |
|
$ |
— |
|
$ |
9,000 |
|
9
7. Long-Term Debt and Credit Facility
As of March 31, 2016 and December 31, 2015, long-term debt and credit facilities consist of the following:
|
|
Interest |
|
March 31, |
|
December 31, |
|
||
|
|
Rate (1) |
|
2016 |
|
2015 |
|
||
First lien term loan facility (1) |
|
5.5 |
% |
$ |
312,500 |
|
$ |
312,500 |
|
Sellers note (1) |
|
5.0 |
% |
|
9,000 |
|
|
9,000 |
|
Unamortized discount |
|
|
|
|
(4,274) |
|
|
(4,459) |
|
Unamortized deferred financing costs |
|
|
|
|
(7,744) |
|
|
(8,041) |
|
Total long-term debt |
|
|
|
|
309,482 |
|
|
309,000 |
|
Less current maturities of long-term debt |
|
|
|
|
(9,000) |
|
|
(9,000) |
|
Long-term debt, excluding current maturities |
|
|
|
$ |
300,482 |
|
$ |
300,000 |
|
(1) |
Interest rate at March 31, 2016 |
First Lien Credit Facility
On August 17, 2015, the Company entered into a first lien credit agreement (the “First Lien Credit Facility”) with a syndicate of lenders providing for a $435,000 first lien term loan facility (the “First Lien Term Loan”) and a $40,000 revolving credit facility (the “Revolving Credit Facility”). The First Lien Term Loan and the Revolving Credit Facility have maturity dates of August 17, 2022 and August 17, 2020, respectively.
The First Lien Credit Facility is secured by a first-priority security interest in substantially all of the Company’s assets constituting equipment, inventory, receivables, cash and other tangible and intangible property.
Interest rates under the First Lien Credit Facility are based, at the Company’s election, on a Eurodollar rate, subject to an interest rate floor of 1.0%, plus a margin of 4.50%, or a base rate plus a margin of 3.50%. Letters of credit are subject to a 0.125% fronting fee payable to the issuing bank and a fee payable to the revolving lenders equal to the margin applicable to Eurodollar revolving loans. In addition, the Company is required to pay an unused commitment fee ranging from 0.375% per annum to 0.50% per annum of the average unused portion of the revolving commitments. The unused commitment fee is determined on the basis of a grid that results in a lower unused commitment fee as the Company’s total net leverage ratio declines.
The First Lien Credit Facility contains customary nonfinancial covenants, including among other things, restrictions on indebtedness, issuance of liens, investments, dividends, redemptions and other distributions to equity holders, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of the Company’s assets and affiliate transactions. As of March 31, 2016, the Company was in compliance with all covenants under the First Lien Credit Facility.
The First Lien Credit Facility also requires prepayment in advance of the maturity date upon the occurrence of certain customary events, including based on an excess cash flow calculation, pursuant to the terms of the agreement, beginning as of the year ended December 31, 2016.
The First Lien Credit Facility also contains a requirement that, as of the last day of any fiscal quarter, if the amount the Company has drawn under the Revolving Credit Facility is greater than 50% of the aggregate principal amount of all commitments of the lenders thereunder, the Company maintain a first lien net leverage ratio not in excess of 7.0 times EBITDA.
As of March 31, 2016, the Company did not have any outstanding amounts under the Revolving Credit Facility.
Sellers Note
The Company entered into a subordinated, unsecured promissory note for $9,000 with certain sellers of EFT Source, Inc. (“EFT Source”) in connection its acquisition of EFT Source on September 2, 2014. Interest on the Sellers Note accrues at 5.0% per annum and is paid quarterly. All principal and unpaid interest under the Sellers Note is due to the sellers at the earlier of September 2, 2016 or with the occurrence of certain specific events as outlined in the Sellers
10
Note. The Sellers Note is included in “Current maturities of long-term debt” at March 31, 2016 and December 31, 2015, as the maturity date of the note is within twelve months.
Letters of Credit
The Company has two outstanding letters of credit for the security deposits on two real property lease agreements. These letters of credit total $100, reducing availability under the Revolving Credit Facility to $39,900. The Company pays a fee on the outstanding letters of credit at the applicable margin, which was 4.50% as of March 31, 2016, in addition to a fronting fee of 0.125% per annum.
Deferred Financing Costs
Certain costs incurred with borrowings or the establishment or modification of credit facilities are reflected as a reduction to the long-term debt balance. These costs are amortized as an adjustment to interest expense over the life of the borrowing using the effective-interest rate method.
8. Income Taxes
During the three months ended March 31, 2016, the Company recognized an income tax expense of $2,814 on pre-tax income of $8,528, representing an effective income tax rate of 33.0%, compared to an income tax expense of $3,958 on pre-tax income of $9,918, representing an effective tax rate of 39.9% during the three months ended March 31, 2015.
The effective tax rates for all periods presented also differ from the federal U.S. statutory rate primarily due to a benefit from permanent deductions related to credits for domestic production activities and the impact of state and foreign income taxes.
9. Series A Preferred Stock
Series A Preferred Stock has a par value of $0.001 per share. The original Series A Preferred Stock has an initial liquidation preference equal to $1,000 per outstanding share. In addition, the Series A Preferred Stock liquidation preference earns a dividend of 20% per share per annum, payable when declared by the Board of Directors. Such dividends accrue on each share from the date of original issuance and accrue on a daily basis, whether or not declared. Such dividends are cumulative so that if such dividend in respect of any previous or current annual dividend period, at the annual 20% rate, has not been paid, the deficiency shall first be fully paid before any dividend or other distribution shall be paid or declared and set apart for the common stock. In the event of any liquidation, dissolution, or winding up of the Company, the Series A Preferred Stock holders shall be entitled to receive, prior and in preference to any distributions of any of the Company’s assets to the common stock holders, the value of the liquidation preference. If the distribution of such assets is insufficient to permit the payment to such holders, the distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the amount of such stock owned by each holder. The Series A Preferred Stock had no voting rights.
There were no outstanding shares of Series A Preferred Stock as of March 31, 2016 or December 31, 2015. The Company redeemed 93 shares of Series A Preferred Stock for $370, at prices ranging from $3,950.33 to $4,017.43 per share, and accrued dividends of $12,611 during the three months ended March 31, 2015.
10. Stockholders’ Equity
Common Stock
During the three months ended March 31, 2016, there was no common stock issued or redeemed. During the three months ended March 31, 2015, the Company issued no common stock and redeemed 86,768 shares of common stock at values of $0.32 and $0.91 per share. The redeemed common stock share values were calculated in accordance with the terms of the applicable award agreements.
11
On February 24, 2016, the Board of Directors approved a dividend of $0.045 per share, payable on April 7, 2016 to stockholders of record as of the close of business on March 17, 2016. The accrued dividend of $2,544 is reflected in “Accrued expenses” in the Condensed Consolidated Balance Sheet as of March 31, 2016.
On September 3, 2015, the Company’s Board of Directors approved a 22-for-1 stock split of its common stock. Upon the effective date of the stock split, each outstanding share of common stock and restricted common stock was divided into 22 shares of common stock or restricted common stock, as applicable. Shares of common stock available for issuance under the 2007 Stock Option Plan were increased accordingly. All of the share numbers, share prices and exercise prices have been retroactively adjusted to reflect the stock split in this Quarterly Report on Form 10-Q, including the accompanying condensed consolidated financial statements and these notes.
11. Earnings per Share
Basic and diluted earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period.
The following table sets forth the computation of basic and diluted EPS attributable to continuing and discontinued operations:
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
Numerator: |
|
|
|
|
|
|
|
Net income from continuing operations |
|
$ |
5,714 |
|
$ |
5,960 |
|
Preferred stock dividends |
|
|
— |
|
|
(12,611) |
|
Earnings (loss) from continuing operations attributable to common stockholders |
|
|
5,714 |
|
|
(6,651) |
|
Income from a discontinued operation, net of taxes |
|
|
— |
|
|
281 |
|
Net earnings (loss) attributable to common stockholders |
|
$ |
5,714 |
|
$ |
(6,370) |
|
Denominator: |
|
|
|
|
|
|
|
Basic EPS—weighted average common shares outstanding |
|
|
56,542,116 |
|
|
41,298,532 |
|
Diluted EPS—weighted average common shares outstanding |
|
|
56,836,082 |
|
|
41,298,532 |
|
Basic EPS: |
|
|
|
|
|
|
|
Earnings (loss) from continuing operations |
|
$ |
0.10 |
|
$ |
(0.16) |
|
Earnings from a discontinued operation, net of taxes |
|
|
— |
|
|
0.01 |
|
Earnings (loss) per share |
|
$ |
0.10 |
|
$ |
(0.15) |
|
Diluted EPS: |
|
|
|
|
|
|
|
Earnings (loss) from continuing operations |
|
$ |
0.10 |
|
$ |
(0.16) |
|
Earnings from a discontinued operation, net of taxes |
|
|
— |
|
|
0.01 |
|
Earnings (loss) per share |
|
$ |
0.10 |
|
$ |
(0.15) |
|
The Company reported a net loss from continuing operations available to common stockholders for the three months ended March 31, 2015. Accordingly, the potentially dilutive effect of the 528,000 outstanding stock options as of March 31, 2015 has been excluded in the computation of diluted earnings per share, as their inclusion would be antidilutive.
12. Commitments and Contingencies
Commitments
The Company incurred rent expense under non-cancellable operating leases of $815 and $933 for the three months ended March 31, 2016 and 2015, respectively.
Asset retirement obligations relate to legal obligations associated with the removal of all leasehold improvements at the end of the lease term. The Company records all asset retirement obligations, which primarily relate to “make-good” clauses in operating leases, for its leased property containing leasehold improvements. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for an amount other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement. Accretion expense was $8 for three month period ended March 31, 2016 and $2 for the three month period ended March 31, 2015. As of March 31,
12
2016 and December 31, 2015, the Company’s asset retirement obligations included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets were $614 and $613, respectively.
Contingencies
In October 2015, Gemalto S.A. filed a suit alleging that the Company infringes on a Gemalto patent by incorporating microchips into the Company’s products. Gemalto’s patent will expire in 2017. Discovery and motion practice is ongoing. The Company believes Gemalto’s claims are without merit and it has strong legal and equitable defenses, plus meritorious counterclaims and indemnity rights. The Company intends to defend the suit vigorously. Due to the current stage of the matter, the Company has concluded the risk of loss is not reasonably possible or estimable and no accrual has been recognized as of March 31, 2016 and December 31, 2015.
In addition to the matter described above, the Company is subject to routine legal proceedings in the ordinary course of business. The Company believes that the ultimate resolution of these matters will not have a material adverse effect on our business, financial condition or results of operations.
13. Stock-Based Compensation
CPI Card Group Inc. Omnibus Plan
In conjunction with the completion of the Company’s initial public offering (“IPO”), the Company adopted the CPI Card Group Inc. Omnibus Plan (the “Omnibus Plan”) pursuant to which cash and equity based incentives may be granted to participating employees, advisors and directors. The Company has reserved 4,000,000 shares of common stock for issuance under the Omnibus Plan. Shares available for grant under the Omnibus Plan were 2,571,638 as of March 31, 2016.
During the three months ended March 31, 2016, the Company granted awards of non-qualified stock options under the Omnibus Plan for 400,000 shares of common stock. The stock option awards have an exercise price of $10 per share, a 10 year term, and vest 33.4% on October 9, 2017, 33.3% on October 9, 2018 and 33.3% on October 9, 2019. The fair value of the stock option awards was determined using a Monte-Carlo simulation with the following assumptions: volatility of 35.2%, risk-free interest rate of 1.51%, dividend yield of 2.28% and expected term of 6.59 years.
Outstanding and exercisable stock options under the Omnibus Plan are as follows:
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Weighted- |
|
Average |
|
|
|
|
|
|
Average |
|
Remaining |
|
|
|
|
|
|
Exercise |
|
Contractual Term |
|
|
|
|
Options |
|
Price |
|
(in Years) |
|
|
Outstanding as of December 31, 2015 |
|
795,450 |
|
$ |
10.00 |
|
9.80 |
|
Granted |
|
400,000 |
|
|
10.00 |
|
9.93 |
|
Outstanding as of March 31, 2016 |
|
1,195,450 |
|
$ |
10.00 |
|
9.67 |
|
Unvested options as of March 31, 2016 will vest as follows:
2016 |
|
— |
|
2017 |
|
399,280 |
|
2018 |
|
398,085 |
|
2019 |
|
398,085 |
|
Total unvested options as of March 31, 2016 |
|
1,195,450 |
|
During the three months ended March 31, 2016, the Company granted awards of restricted stock units for 232,912 shares of common stock. The restricted stock unit awards contain conditions associated with continued
13
employment or service. On the vesting date, which is one year from the date of grant, shares of common stock will be issued to the award recipients.
The following table summarizes the changes in the number of outstanding restricted stock units for the three month period ended March 31, 2016:
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Grant Date |
|
|
|
|
Shares |
|
Fair Value |
|
|
Outstanding as of December 31, 2015 |
|
— |
|
$ |
— |
|
Granted |
|
232,912 |
|
|
7.91 |
|
Vested |
|
— |
|
|
— |
|
Forfeited |
|
— |
|
|
— |
|
Outstanding as of March 31, 2016 |
|
232,912 |
|
$ |
7.91 |
|
Compensation expense for the Omnibus Plan for the three months ended March 31, 2016 was $422. As of March 31, 2016, the total unrecognized compensation expense related to unvested options and restricted stock units was $4,405, which the Company expects to recognize over an estimated weighted average period of 2.1 years.
CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan
In 2007, the Company’s Board of Directors adopted the CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan (the “Option Plan”). Under the provisions of the Option Plan, stock options may be granted to employees, directors, and consultants at an exercise price greater than or equal to (and not less than) the fair market value of a share on the date the option is granted.
As a result of the Company’s adoption of its Omnibus Plan in conjunction with the IPO, as further described above, no further awards will be made under the Option Plan. The outstanding stock options have a 10-year life and vest as noted in each respective grant letter. All stock options are non-qualified. No stock options were granted during the three month period ended March 31, 2015.
The following table summarizes the changes in the number of outstanding stock options for the three month period ended March 31, 2016:
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
Weighted- Average |
|
Contractual Term |
|
|
|
|
Options |
|
Exercise Price |
|
(in Years) |
|
|
|
|
|
|
|
|
|
|
|
Outstanding as of December 31, 2015 |
|
462,000 |
|
$ |
0.0003 |
|
5.57 |
|
Granted |
|
— |
|
|
— |
|
— |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
Outstanding as of March 31, 2016 |
|
462,000 |
|
$ |
0.0003 |
|
5.32 |
|
|
|
|
|
|
|
|
|
|
Exercisable as of March 31, 2016 |
|
421,667 |
|
$ |
0.0004 |
|
5.14 |
|
Unvested options as of March 31, 2016 will vest as follows:
2016 |
|
40,333 |
Total unvested options as of March 31, 2016 |
|
40,333 |
Compensation expense for the three months ended March 31, 2016 and unrecorded compensation expense at March 31, 2016, related to options previously granted under the Option Plan, were de minimis. The aggregate intrinsic value of stock option awards outstanding and exercisable under the Option Plan as of March 31, 2016 was $3,807 and $3,475, respectively.
14
Other Stock-Based Compensation Awards
During June 2015, the Company issued 191,664 restricted shares of common stock to executives of the Company with a weighted-average grant date fair value of $9.48 per share. The awards contain conditions associated with continued employment or service. The terms of the unvested restricted shares of common stock provide voting and regular dividend rights to the holders, and accordingly are included in weighted-average shares outstanding in the Company’s basic earnings per share calculation. See Note 11 “Earnings per Share”. The restricted shares vest over one to three year periods, at which time the restrictions lapse. As of March 31, 2016, 191,664 restricted shares of common stock were outstanding.
Total compensation expense related to the unvested restricted shares of common stock awards was $323 for the three months ended March 31, 2016. As of March 31, 2016, there was $848 of total remaining unrecognized compensation expense related to unvested restricted shares of common stock that will be recognized over a weighted average period of 0.99 years.
Phantom Stock Plan
The Company recognized $606 of compensation expense during the three months ended March 31, 2015 related to the phantom stock plan. The phantom stock plan was terminated, and all outstanding obligations thereunder were settled, during October 2015 in conjunction with the Company’s IPO.
14. Segment Reporting
The Company has identified reportable segments as those consolidated subsidiaries that represent 10% or more of its revenue, EBITDA (as defined below), or total assets, or when the Company believes information about the segment would be useful to the readers of the financial statements. The Company’s chief operating decision maker is its Chief Executive Officer who is charged with management of the Company and is responsible for the evaluation of operating performance and decision making about the allocation of resources to operating segments based on measures such as revenue and EBITDA.
EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate segment operating performance. As the Company uses the term, EBITDA is defined as income from continuing operations before interest expense, income taxes, depreciation and amortization. The Company’s chief operating decision maker believes EBITDA is a meaningful measure and is superior to available U.S. GAAP measures as it represents a transparent view of the Company’s operating performance that is unaffected by fluctuations in property, equipment and leasehold improvement additions. The Company’s chief operating decision maker uses EBITDA to perform periodic reviews and comparison of operating trends and identify strategies to improve the allocation of resources amongst segments.
As of March 31, 2016, the Company’s reportable segments are as follows:
· |
U.S. Debit and Credit; |
· |
U.S. Prepaid Debit; and |
· |
U.K. Limited. |
The “Other” category includes the Company’s corporate headquarters and less significant operating segments that derive their revenue from the production of Financial Payment Cards and retail gift cards in Canada (CPI—Canada) and the U.K. (CPI—Petersfield). In August 2015, the Company completed the shut down and closure of the Petersfield, U.K. facility.
15
Performance Measures of Reportable Segments
Revenue and EBITDA of the Company’s reportable segments for the three months ended March 31, 2016 and 2015 were as follows:
|
|
Revenue |
|
||||
|
|
Three Months Ended March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
U.S. Debit and Credit |
|
$ |
65,091 |
|
$ |
50,051 |
|
U.S. Prepaid Debit |
|
|
12,341 |
|
|
17,431 |
|
U.K. Limited |
|
|
6,232 |
|
|
6,239 |
|
Other |
|
|
3,142 |
|
|
4,103 |
|
Intersegment eliminations |
|
|
(413) |
|
|
(514) |
|
Total: |
|
$ |
86,393 |
|
$ |
77,310 |
|
|
|
EBITDA |
|
||||
|
|
Three Months Ended March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
U.S. Debit and Credit |
|
$ |
18,922 |
|
$ |
12,581 |
|
U.S. Prepaid Debit |
|
|
3,267 |
|
|
5,984 |
|
U.K. Limited |
|
|
219 |
|
|
183 |
|
Other |
|
|
(4,734) |
|
|
(2,880) |
|
Total: |
|
$ |
17,674 |
|
$ |
15,868 |
|
The following table provides a reconciliation of total segment EBITDA to net income from continuing operations for the three months ended March 31, 2016 and 2015:
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
Total segment EBITDA from continuing operations |
|
$ |
17,674 |
|
$ |
15,868 |
|
Interest, net |
|
|
(5,033) |
|
|
(1,889) |
|
Provision for income taxes |
|
|
(2,814) |
|
|
(3,958) |
|
Depreciation and amortization |
|
|
(4,113) |
|
|
(4,061) |
|
Net income from continuing operations |
|
$ |
5,714 |
|
$ |
5,960 |
|
Balance Sheet Data of Reportable Segments
Total assets of the Company’s reportable segments as of March 31, 2016 and December 31, 2015 were as follows:
|
|
March 31, 2016 |
|
December 31, 2015 |
|
||
|
|
|
|
|
|
|
|
U.S. Debit and Credit |
|
$ |
226,815 |
|
$ |
221,274 |
|
U.S. Prepaid Debit |
|
|
20,816 |
|
|
20,960 |
|
U.K. Limited |
|
|
23,924 |
|
|
25,897 |
|
Other |
|
|
8,402 |
|
|
12,222 |
|
Total assets: |
|
$ |
279,957 |
|
$ |
280,353 |
|
16
Plant, Equipment and Leasehold Improvement Additions of Geographic Locations
Plant, equipment and leasehold improvement additions of the Company’s geographical locations for the three months ended March 31, 2016 and 2015 were as follows:
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
|
|
|
|
|
|
|
|
U.S. |
|
$ |
2,402 |
|
$ |
4,174 |
|
Canada |
|
|
114 |
|
|
184 |
|
Total North America |
|
|
2,516 |
|
|
4,358 |
|
U.K. |
|
|
624 |
|
|
93 |
|
Total plant, equipment and leasehold improvement additions |
|
$ |
3,140 |
|
$ |
4,451 |
|
Net Sales of Geographic Locations
Net sales of the Company’s geographic locations for the three months ended March 31, 2016 and 2015 were as follows:
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
|
|
|
|
|
|
|
|
U.S. |
|
$ |
74,436 |
|
$ |
67,835 |
|
Canada |
|
|
3,999 |
|
|
1,153 |
|
Total North America |
|
|
78,435 |
|
|
68,988 |
|
U.K. |
|
|
6,605 |
|
|
6,205 |
|
Other (a) |
|
|
1,353 |
|
|
2,117 |
|
Total net sales |
|
$ |
86,393 |
|
$ |
77,310 |
|
(a) |
Amounts in Other include sales to various countries that individually are not material. |
Long-Lived Assets of Geographic Segments
Long-lived assets of the Company’s geographic segments as of March 31, 2016 and December 31, 2015 were as follows:
|
|
March 31, 2016 |
|
December 31, 2015 |
|
||
|
|
|
|
|
|
|
|
U.S. |
|
$ |
163,736 |
|
$ |
164,377 |
|
Canada |
|
|
2,443 |
|
|
2,254 |
|
Total North America: |
|
|
166,179 |
|
|
166,631 |
|
U.K. |
|
|
12,636 |
|
|
12,593 |
|
Total long-lived assets |
|
$ |
178,815 |
|
$ |
179,224 |
|
Net Sales by Product and Services
Net sales from products and services sold by the Company for the three months ended March 31, 2016 and 2015 were as follows:
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
||||
|
|
2016 |
|
2015 |
|
||
|
|
|
|
|
|
|
|
Product net sales (a) |
|
$ |
54,958 |
|
$ |
45,014 |
|
Services net sales (b) |
|
|
31,435 |
|
|
32,296 |
|
Total net sales: |
|
$ |
86,393 |
|
$ |
77,310 |
|
(a) |
Product net sales include the design and production of Financial Payment Cards in contact-EMV, Dual-Interface EMV, contactless and magnetic stripe card formats. The Company also generates product revenue from the sale of Card@Once® instant issuance systems, private label credit cards and retail gift cards. |
17
(b) |
Services net sales include revenue from the personalization and fulfillment of Financial Payment Cards, the provision of tamper-evident security packaging, providing fulfillment services to Prepaid Debit Card program managers and software as a service personalization of instant issuance debit cards. The Company also generates service revenue from personalizing retail gift cards (primarily in Canada and the United Kingdom) and from click-fees generated from the Company’s patented card design software, known as MYCA, which provides customers and cardholders the ability to design cards on the internet and customize cards with individualized digital images. |
15. Subsequent Events
On May 11, 2016, the Board of Directors approved a dividend of $0.045 per share. This dividend is payable on July 7, 2016, to stockholders of record as of the close of business on June 16, 2016.
On May 11, 2016, the Board of Directors approved a stock repurchase program that authorizes repurchases of $20 million of the Company’s common stock, up to a maximum of 2,827,105 common shares of the Company over the next twelve months. The Company’s repurchases may be executed using open market purchases, privately negotiated transactions, accelerated share repurchase programs or other transactions.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to CPI Card Group Inc. and its subsidiaries. For an understanding of the significant factors that influenced our results, the following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this report. This management’s discussion and analysis should also be read in conjunction with the management’s discussion and analysis and consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission (“SEC”).
Special Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.
Overview
We are a leading provider of comprehensive Financial Payment Card solutions in North America. We define Financial Payment Cards as credit, debit and prepaid debit cards issued on the networks of the Payment Card Brands (Visa, MasterCard, American Express and Discover) and Interac (in Canada). Our customers are primarily leading national and regional banks, independent community banks, credit unions, managers of prepaid debit card programs, Group Service Providers (organizations that assist small issuers with managing their credit and debit card programs) and card processors. We serve a diverse set of direct and indirect customers, including many of the largest North American issuers of debit and credit cards, the largest global managers of prepaid debit and credit card programs, as well as thousands of independent community banks, credit unions, Group Service Providers and card processors.
We serve our customers through a network of ten production and card services facilities, including eight high-security facilities in North America that are each certified by one or more of the Payment Card Brands and Interac (in Canada) and, where required by our customers, certified to be in compliance with the Payment Card Industry Security Standards Council. We have the largest such network of high-security production facilities in North America, allowing us to optimize our solutions offerings to serve the needs of our diverse and long-term customer base.
During October 2015, we completed an initial public offering (“IPO”), issuing 15,000,000 shares of common stock at $10.00 per share. In connection with the IPO, our directors, officers and stockholders entered into a lock-up agreement with the underwriters restricting the sale of their shares. The lock-up agreement, covering 41,542,116 shares of our common stock, expired on April 12, 2016.
Highlights
During the three months ended March 31, 2016, net sales increased 11.7% from the same period in 2015, to $86.4 million, and gross profit increased 16.4% to $29.7 million. The gross profit margin for the three months ended March 31, 2016 was 34.4%, an increase of 140 basis points from 33.0% in the first quarter of 2015.
On February 24, 2016, our Board of Directors approved a dividend of $0.045 per share. This dividend was paid on April 7, 2016 to stockholders of record as of the close of business on March 17, 2016.
19
Results of Operations
The following table presents the components of our condensed consolidated statements of operations for each of the periods presented:
|
|
Three Months Ended |
|
|
||||
|
|
March 31, |
|
|
||||
|
|
2016 |
|
2015 |
|
|
||
|
|
(dollars in thousands) |
|
|
||||
Net sales: |
|
|
|
|
|
|
|
|
Products |
|
$ |
54,958 |
|
$ |
45,014 |
|
|
Services |
|
|
31,435 |
|
|
32,296 |
|
|
Total net sales |
|
|
86,393 |
|
|
77,310 |
|
|
Cost of sales |
|
|
56,701 |
|
|
51,802 |
|
|
Gross profit |
|
|
29,692 |
|
|
25,508 |
|
|
Operating expenses |
|
|
16,027 |
|
|
13,811 |
|
|
Income from operations |
|
|
13,665 |
|
|
11,697 |
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
Interest, net |
|
|
(5,033) |
|
|
(1,889) |
|
|
Foreign exchange (loss) gain |
|
|
(102) |
|
|
122 |
|
|
Other expense, net |
|
|
(2) |
|
|
(12) |
|
|
Income before taxes |
|
|
8,528 |
|
|
9,918 |
|
|
Provision for income taxes |
|
|
(2,814) |
|
|
(3,958) |
|
|
Net income from continuing operations |
|
|
5,714 |
|
|
5,960 |
|
|
Loss from a discontinued operation |
|
|
— |
|
|
281 |
|
|
Net income |
|
$ |
5,714 |
|
$ |
6,241 |
|
|
Segment Discussion
Three Months Ended March 31, 2016 Compared With Three Months Ended March 31, 2015
The table below presents our results of operations for the three months ended March 31, 2016 compared with the three months ended March 31, 2015:
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
||||
|
|
2016 |
|
2015 |
|
$ Change |
|
|
% Change |
|
|
|||
|
|
(dollars in thousands) |
|
|
||||||||||
Net sales by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Debit and Credit segment—Total |
|
$ |
65,091 |
|
$ |
50,051 |
|
$ |
15,040 |
|
|
30.0 |
% |
|
U.S. Prepaid Debit segment—Total |
|
|
12,341 |
|
|
17,431 |
|
|
(5,090) |
|
|
(29.2) |
% |
|
U.K. Limited segment—Total |
|
|
6,232 |
|
|
6,239 |
|
|
(7) |
|
|
(0.1) |
% |
|
Other—Total |
|
|
3,142 |
|
|
4,103 |
|
|
(961) |
|
|
(23.4) |
% |
|
Inter-company eliminations |
|
|
(413) |
|
|
(514) |
|
|
101 |
|
|
(19.6) |
% |
|
Total |
|
$ |
86,393 |
|
$ |
77,310 |
|
$ |
9,083 |
|
|
11.7 |
% |
|
Net sales for the three months ended March 31, 2016 increased $9.1 million, or 11.7%, to $86.4 million compared to $77.3 million for the three months ended March 31, 2015. The increase in net sales was due to 30.0% growth in net sales in our U.S. Debit and Credit segment, offset by a 29.2% decline in our U.S. Prepaid Debit segment and a 23.4% decline in Other compared to the same period in the prior year.
20
U.S. Debit and Credit:
Net sales for the U.S. Debit and Credit segment for the three months ended March 31, 2016 increased $15.0 million, or 30.0%, to $65.1 million compared to $50.1 million for the three months ended March 31, 2015. The increase in net sales was primarily driven by a $13.7 million increase in EMV related revenue, and a $4.0 million increase in net sales of from growth in card personalization and other services, partially offset by a $2.7 million decrease in magnetic stripe card sales.
The increase in EMV revenue of $13.7 million was driven by our card issuing bank customers or end-users adopting EMV technology for debit and credit cards. For the three months ended March 31, 2016, we sold 41.4 million EMV cards at an Average Selling Price (“ASP”) of $0.94 compared 24.9 million EMV cards at an ASP of $1.00 for the three months ended March 31, 2015. The decrease in ASP during the three months ended March 31, 2016 compared to 2015 is primarily due to mix.
U.S. Prepaid Debit:
Net sales for the U.S. Prepaid Debit segment for the three months ended March 31, 2016 decreased $5.1 million, or 29.2%, to $12.3 million compared to $17.4 million for the three months ended March 31, 2015. The decrease was driven primarily by our largest customer for this segment refreshing its packaging designs in the three months ended March 31, 2015, which resulted in unusually large sales in 2015 that did not recur at the same levels in the three months ended March 31, 2016.
U.K. Limited:
Net sales for the U.K. Limited segment were $6.2 million for both the three months ended March 31, 2016 and 2015. Growth attributed to an increase in retail gift and loyalty card personalization services sales to key clients was offset by foreign currency exchange rate fluctuations. Fluctuations in the exchange rate between the United States dollar and the British Pound resulted in a $0.4 million reduction of net sales in the three months ended March 31, 2016 compared to the three months ended March 31, 2015.
Other:
Net sales for Other decreased $1.0 million, or 23.4%, to $3.1 million during the three months ended March 31, 2016 compared to $4.1 million in the three months ended March 31, 2015. The Petersfield, U.K. operation, which was shut down in August 2015, contributed $1.8 million during the three months ended March 31, 2015. See Note 14 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. Offsetting the decrease related to the Petersfield U.K. operation was an $0.8 million increase to net sales in Canada, net of foreign currency exchange rate fluctuations. Fluctuations in the exchange rate between the United States dollar and the Canadian dollar resulted in a $0.3 million reduction of net sales during the three months ended March 31, 2016, compared to the three months ended March 31, 2015.
Cost of Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
||||
|
|
2016 |
|
2015 |
|
$ Change |
|
% Change |
|
|
|||
|
|
(dollars in thousands) |
|
|
|||||||||
Cost of sales by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Debit and Credit segment |
|
$ |
41,931 |
|
$ |
33,256 |
|
$ |
8,675 |
|
26.1 |
% |
|
U.S. Prepaid Debit segment |
|
|
8,265 |
|
|
10,742 |
|
|
(2,477) |
|
(23.1) |
% |
|
U.K. Limited segment |
|
|
4,623 |
|
|
4,912 |
|
|
(289) |
|
(5.9) |
% |
|
Other |
|
|
2,317 |
|
|
3,479 |
|
|
(1,162) |
|
(33.4) |
% |
|
Eliminations |
|
|
(435) |
|
|
(587) |
|
|
152 |
|
(25.9) |
% |
|
Total |
|
$ |
56,701 |
|
$ |
51,802 |
|
$ |
4,899 |
|
9.5 |
% |
|
21
Cost of sales for the three months ended March 31, 2016 increased $4.9 million, or 9.5%, to $56.7 million compared to $51.8 million for the three months ended March 31, 2015. The increase in cost of sales was driven primarily by a $5.2 million increase in technology materials (primarily EMV chips), a $2.2 million increase in overhead, a $0.3 million increase in labor costs, partially offset by a $2.9 million decrease in other materials costs.
The $5.2 million increase in technology materials was driven by the increased number of EMV cards produced, as noted above, resulting from U.S. card issuing banks upgrading to EMV debit and credit cards which include an integrated circuit chip assembly, and in certain cases may also be connected to a Radio-Frequency Identification (“RFID”) antenna to become a Dual-Interface EMV card. The $2.2 million increase in overhead and $0.3 million increase in labor costs were driven primarily by the increased production of EMV card volume during the three months ended March 31, 2016 compared to the same period in 2015. The $2.9 million decrease in other materials was primarily driven by decreased production of non-EMV cards during the three months ended March 31, 2016 compared to the same period in 2015.
U.S. Debit and Credit:
Cost of sales for the U.S. Debit and Credit segment for the three months ended March 31, 2016 increased $8.7 million, or 26.1%, to $41.9 million compared to $33.3 million for the three months ended March 31, 2015, driven by increased net sales referenced above.
U.S. Prepaid Debit:
Cost of sales for the U.S. Prepaid Debit segment for the three months ended March 31, 2016 decreased $2.5 million, or 23.1%, to $8.3 million compared to $10.7 million for the three months ended March 31, 2015. The decrease in cost of sales was primarily driven by a $1.4 million decrease in other materials, a $0.5 million decrease in labor and benefits costs, and a $0.4 million decrease in overhead expense, all driven by the decrease in net sales described above.
U.K. Limited:
Cost of sales for the U.K. Limited segment for the three months ended March 31, 2016 decreased $0.3 million, or 5.9%, to $4.6 million compared to $4.9 million for the three months ended March 31, 2015. The decrease in cost of sales was driven primarily by an increase in net sales related to higher margin card personalization services, partially offset by increased labor costs and foreign currency exchange rate fluctuations between the United States dollar and the British Pound.
Other:
Cost of sales in Other decreased $1.2 million or 33.4% to $2.3 million during the three months ended March 31, 2016 compared to $3.5 million in the three months ended March 31, 2015. Our Petersfield U.K. operation, which was shut down in August 2015, contributed $1.8 million during the three months ended March 31, 2015. Offsetting the decrease from the shut-down of the Petersfield U.K. operation was a $0.6 million increase in cost of sales in Canada related to the increased net sales noted above, net of foreign currency exchange rate fluctuations. Fluctuations in the exchange rate between the United States dollar and the Canadian dollar resulted in a $0.2 million reduction cost of sales during the three months ended March 31, 2016, compared to the three months ended March 31, 2015.
22
Gross Profit and Gross Profit Margin
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
% of |
|
|
|
|
% of |
|
|
|
|
|
|
|
|
|
2016 |
|
net sales |
|
2015 |
|
net sales |
|
$ Change |
|
% Change |
|
|
|||
|
|
(dollars in thousands) |
|
|
|||||||||||||
Gross profit by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Debit and Credit segment |
|
$ |
23,160 |
|
35.6 |
% |
$ |
16,795 |
|
33.6 |
% |
$ |
6,365 |
|
37.9 |
% |
|
U.S. Prepaid Debit segment |
|
|
4,076 |
|
33.0 |
% |
|
6,689 |
|
38.4 |
% |
|
(2,613) |
|
(39.1) |
% |
|
U.K. Limited segment |
|
|
1,609 |
|
25.8 |
% |
|
1,327 |
|
21.3 |
% |
|
282 |
|
21.3 |
% |
|
Other |
|
|
847 |
|
27.0 |
% |
|
697 |
|
17.0 |
% |
|
150 |
|
21.5 |
% |
|
Total |
|
$ |
29,692 |
|
34.4 |
% |
$ |
25,508 |
|
33.0 |
% |
$ |
4,184 |
|
16.4 |
% |
|
Gross profit for the three months ended March 31, 2016 increased $4.2 million, or 16.4%, to $29.7 million compared to $25.5 million for the three months ended March 31, 2015. Gross profit margin for the three months ended March 31, 2016 increased to 34.4% compared to 33.0% for the three months ended March 31, 2015.
U.S. Debit and Credit:
Gross profit for the U.S. Debit and Credit segment for the three months ended March 31, 2016 increased $6.4 million, or 37.9%, to $23.2 million compared to $16.8 million during the three months ended March 31, 2015. The increase in gross profit for the U.S. Debit and Credit segment was primarily a result of increased EMV revenues and growth in our card personalization services. Gross profit margin for the U.S. Debit and Credit segment for the three months ended March 31, 2016 increased to 35.6% compared to 33.6% for the three months ended March 31, 2015.
U.S. Prepaid Debit:
Gross profit for the U.S. Prepaid Debit segment during the three months ended March 31, 2016 decreased 39.1% to $4.1 million compared to $6.7 million for the three months ended March 31, 2015. The decrease in gross profit was primarily driven by the decrease in net sales. Gross profit margin for the U.S. Prepaid Debit segment for the three months ended March 31, 2016 decreased to 33.0% compared to 38.4% for the three months ended March 31, 2015, as labor and overhead expenses did not decline at the same rate as net sales.
U.K. Limited:
Gross profit for the U.K. Limited segment for the three months ended March 31, 2016 increased 21.3% to $1.6 million compared to $1.3 million during the three months ended March 31, 2015. The increase in gross profit was driven primarily by an increase in net sales related to our higher margin card personalization services, partially offset by increased labor costs and foreign currency exchange rate fluctuations. Gross profit margin for the U.K. Limited segment for the three months ended March 31, 2016 increased to 25.8% compared to 21.3% for the three months ended March 31, 2015.
Other:
Other gross profit during the three months ended March 31, 2016 increased $0.2 million or 21.5%, to $0.8 million compared to $0.7 million during the same period in 2015. The increase was driven by gross profit increases in Canada due to increased net sales, partially offset by foreign currency exchange rate fluctuations.
23
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
||||
|
|
2016 |
|
2015 |
|
$ Change |
|
% Change |
|
|
|||
|
|
(dollars in thousands) |
|
|
|||||||||
Operating expenses by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Debit and Credit segment |
|
$ |
6,096 |
|
$ |
5,819 |
|
$ |
277 |
|
4.8 |
% |
|
U.S. Prepaid Debit segment |
|
|
1,388 |
|
|
1,377 |
|
|
11 |
|
0.8 |
% |
|
U.K. Limited segment |
|
|
1,519 |
|
|
1,377 |
|
|
142 |
|
10.3 |
% |
|
Other |
|
|
7,024 |
|
|
5,238 |
|
|
1,786 |
|
34.1 |
% |
|
Total |
|
$ |
16,027 |
|
$ |
13,811 |
|
$ |
2,216 |
|
16.0 |
% |
|
Operating expenses for the three months ended March 31, 2016 increased $2.2 million, or 16.0%, to $16.0 million compared to $13.8 million for the three months ended March 31, 2015. The increase in operating expenses was driven primarily by a $0.3 million increase in the U.S. Debit and Credit segment expenses and a $1.8 million increase in Other expenses.
The $0.3 million increase in the U.S. Debit and Credit segment was primarily driven by increased salaries and benefits to support sales growth.
The $1.8 million increase in Other was primarily driven by a $0.6 million increase in salaries and benefits, contract labor and hiring expenses, a $0.5 million increase in consulting fees, a $0.7 million increase in accounting, legal, and insurance expenses, and a $0.1 million increase in information technology expenses in the three months ended March 31, 2016 compared to the three months ended March 31, 2015.
Income from Operations and Operating Margin
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
% of |
|
|
|
|
% of |
|
|
|
|
|
|
|
|
|
2016 |
|
net sales |
|
2015 |
|
net sales |
|
$ Change |
|
% Change |
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|
|||
|
|
(dollars in thousands) |
|
|
|||||||||||||
Income from operations by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Debit and Credit segment |
|
$ |
17,064 |
|
26.2 |
% |
$ |
10,976 |
|
21.9 |
% |
$ |
6,088 |
|
55.5 |
% |
|
U.S. Prepaid Debit segment |
|
|
2,688 |
|
21.8 |
% |
|
5,312 |
|
30.5 |
% |
|
(2,624) |
|
(49.4) |
% |
|
U.K. Limited segment |
|
|
90 |
|
1.4 |
% |
|
(50) |
|
(0.8) |
% |
|
140 |
|
* |
% |
|
Other |
|
|
(6,177) |
|
* |
% |
|
(4,541) |
|
* |
% |
|
(1,636) |
|
36.0 |
% |
|
Total |
|
$ |
13,665 |
|
15.8 |
% |
$ |
11,697 |
|
15.1 |
% |
$ |
1,968 |
|
16.8 |
% |
|
Income from operations for the three months ended March 31, 2016 increased $2.0 million, or 16.8%, to $13.7 million compared to $11.7 million for the three months ended March 31, 2015. Operating margins for the three months ended March 31, 2016 increased to 15.8% compared to 15.1% for the three months ended March 31, 2015.
U.S. Debit and Credit:
Income from operations for the U.S. Debit and Credit segment for the three months ended March 31, 2016 increased $6.1 million, or 55.5%, to $17.1 million compared to $11.0 million for the three months ended March 31, 2015. Operating margins for the three months ended March 31, 2016 increased to 26.2% compared to 21.9% for the three months ended March 31, 2015 due primarily to the higher sales volumes of EMV cards, as discussed above.
U.S. Prepaid Debit:
Income from operations for the U.S. Prepaid Debit segment for the three months ended March 31, 2016 decreased $2.6 million, or 49.4%, to $2.7 million compared to $5.3 million for the three months ended March 31, 2015. Operating margins for the three months ended March 31, 2016 decreased to 21.8% compared to 30.5% for the three months ended
24
March 31, 2015 due to the decreased sales activity and decreased leverage of labor and overhead expenses in connection with the reduced sales activity.
U.K. Limited:
Income from operations for the U.K. Limited segment for the three months ended March 31, 2016 increased to $0.1 million for the reasons discussed above.
Other:
The loss from operations increased 36.0% to $6.2 million in the three months ended March 31, 2016 compared to $4.5 million in the three months ended March 31, 2015. The increased loss was primarily attributable to the higher corporate operating expenses discussed above, partially offset by reduced operating losses of $0.7 million related to the Petersfield U.K. operation.
Interest income (expense):
Interest expense for the three months ended March 31, 2016 increased to $5.0 million compared to $1.9 million for the three months ended March 31, 2015. The increase in interest expense was driven by the new $435.0 million First Lien Term Loan that the Company put in place in August 2015 in conjunction with the partial redemption of the Series A Preferred Stock.
Provision for income taxes:
The provision for income taxes for the three months ended March 31, 2016 decreased $1.1 million to $2.8 million compared to $4.0 million for the three months ended March 31, 2015, driven by the decrease in income before taxes and by a reduced effective tax rate. The effective tax rate was 33.0% and 39.9% for the three months ended March 31, 2016 and 2015, respectively. Our effective tax rate was higher in the year period primarily due to the impact of foreign and state income taxes.
Liquidity and Capital Resources
As of March 31, 2016, we had $26.9 million of cash and cash equivalents. Of this amount, $3.5 million was held in accounts outside of the United States.
As of March 31, 2016, the Company was in compliance with all covenants under the First Lien Credit Facility. At March 31, 2016, there were $312.5 million of outstanding borrowings under the First Lien Term Loan, and we have $39.9 million of availability under the Revolving Credit Facility.
On February 24, 2016, our Board of Directors approved a dividend of $0.045 per share. This dividend was paid on April 7, 2016, to stockholders of record as of the close of business on March 17, 2016.
We believe that our cash flows from operations, combined with our current cash levels and available borrowing capacity, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations, and working capital for at least the next 12 months.
Operating Activities
Cash provided by operating activities for the three months ended March 31, 2016 was $16.8 million compared to $12.7 million during the three months ended March 31, 2015. The increase in cash provided by operating activities was primarily driven by a net decrease in working capital of $5.8 million, partially offset by a decrease in net income of $0.5 million. Included in net income were non-cash charges of $5.3 million and $5.9 million, during the three months ended March 31, 2016 and 2015, respectively, which decreased net income with no corresponding decrease to cash provided by operating activities.
25
Investing Activities
Cash used in investing activities for the three months ended March 31, 2016 was $3.8 million, which related to capital expenditures. During the three months ended March 31, 2015, cash used in investing activities was $0.7 million, consisting of $5.7 million of capital expenditures, partially offset by $5.0 million of cash provided from the sale of our Nevada operation. Capital expenditures were higher in the three months ended March 31, 2015 compared to 2016 because of elevated capital spending to prepare for the U.S. EMV conversion.
Financing Activities
During the three months ended March 31, 2016, cash provided by financing activities of $0.2 million related to excess tax benefits associated with stock option exercises. Cash used in financing activities was $7.0 million during the three months ended March 31, 2015, which consisted of $6.6 million in payments made on senior term loans, and $0.4 million of payments made to redeem preferred and common stock.
Contractual Obligations
During the three months ended March 31, 2016, there were no material changes in our contractual obligations from those reported in our Annual Report on Form 10-K for the year ended December 31, 2015.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements at March 31, 2016.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from those estimates. Our Critical Accounting Policies and Estimates disclosed in our Annual Report on Form 10-K filed for the year ended December 31, 2015, for which there were no material changes as of March 31, 2016, included:
· |
Revenue Recognition; |
· |
Multiple-Element Arrangements; |
· |
Impairment Assessments of Goodwill and Long-Lived Assets; |
· |
Inventory Valuation; |
· |
Stock-Based Compensation; and |
· |
Income Taxes. |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of March 31, 2016, there have been no material changes in market risk for key input prices, labor and benefits costs, interest rate risk, foreign currency exchange rates, or pricing from those included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive
26
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Quarterly Report, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of March 31, 2016 due to the unremediated material weakness in our internal controls over financial reporting described below. Notwithstanding the identified material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2015, we have identified material weaknesses in our internal control over financial reporting related to a current lack of finance expertise that could result in a failure to properly account for non-routine and complex transactions in accordance with GAAP. With the oversight of senior management, we have taken steps to remediate the underlying causes of these material weaknesses, primarily through the development and implementation of formal policies, improved processes, as well as the hiring of additional finance personnel, including the appointment of our current Chief Financial Officer in June 2015 and Chief Accounting Officer in March 2016, both of whom are certified public accountants, and are familiar with the rules and regulations applicable to public companies, including the requirements of the Sarbanes-Oxley Act, from their previous experience in substantive financial roles with other public companies. We will continue to monitor the effectiveness of these remediation efforts as we consider in future reporting periods whether such control deficiencies have been fully remediated.
Except for the continued remediation efforts described herein, there has been no change in our internal controls over financial reporting during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management’s override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
27
As previously described in our Annual Report on Form 10-K for the year ended December 31, 2015, Gemalto S.A. filed a suit against the Company in the United States District Court for the Western District of Texas in October 2015. The complaint alleges that the Company infringes a Gemalto patent by incorporating into the Company’s products microchips that allegedly practice the EMV standard. Gemalto’s patent will expire in 2017. The Company successfully moved to transfer the lawsuit to the District of Colorado, where it is currently pending. On January 28, 2016, the Company answered the complaint and filed counterclaims that the asserted patent is invalid and unenforceable, and that Gemalto’s lawsuit is a “sham” intended to interfere with the Company’s IPO and business relationships. Gemalto answered the Company’s counterclaims on February 5, 2016. Discovery and motion practice is ongoing. On March 8, 2016, Gemalto provided specific infringement contentions, which—contrary to the complaint’s claim that all EMV-compliant products infringe—only names CPI products that incorporate microchips supplied by two specific vendors. No trial date has been set. On May 3, 2016, Gemalto filed a second patent infringement action against CPI in the United States District Court for the District of Colorado.
Management believes Gemalto’s claims are without merit and that the Company has strong legal and equitable defenses, plus meritorious counterclaims and indemnity rights. The Company intends to defend these suits vigorously. However, no assurance can be given that these matters will be resolved in our favor, and if determined adversely, whether indemnification will be received. Accordingly, it is not yet possible to reliably determine any potential liability that could result from these matters in the event of an adverse determination.
In addition to the matters described above, we are subject to routine legal proceedings in the ordinary course of business. We believe that the ultimate resolution of these matters will not have a material adverse effect on our business, financial condition or results of operations.
The risk factors disclosed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 set forth information relating to various risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Such risk factors continue to be relevant to an understanding of our business, financial condition and operating results. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes with respect to such risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
None.
28
|
|
|
Exhibit |
|
Description |
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance Document. |
101.SCH |
|
XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
29
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
CPI CARD GROUP INC. |
|
|
|
|
|
/s/ David Brush |
|
David Brush |
|
Chief Financial Officer |
|
|
May 12, 2016 |
|
30
EXHIBIT INDEX
|
|
|
Exhibit |
|
Description |
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance Document. |
101.SCH |
|
XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document. |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document. |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document. |
31