CPI Card Group Inc. - Quarter Report: 2023 June (Form 10-Q)

Table of Contents

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 June 30, 2023

☐

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.)

10368 W. Centennial Road
Littleton, CO		80127
(Address of principal executive offices)		(Zip Code)

(720) 681-6304

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	PMTS	Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: None

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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 August 1, 2023: 11,430,897

Table of Contents

Table of Contents


		Page
Part I — Financial Information

Item 1 — Financial Statements (Unaudited)		3

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3 — Quantitative and Qualitative Disclosures About Market Risk		27

Item 4 — Controls and Procedures		27

Part II — Other Information

Item 1 — Legal Proceedings		28

Item 1A — Risk Factors		28

Item 6 — Exhibits		29

Signatures		30

Table of Contents

PART I - Financial Information

Item 1. Financial Statements

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(Unaudited)


	June 30,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	11,168	$	11,037
Accounts receivable, net		75,291		80,583
Inventories, net		75,241		68,399
Prepaid expenses and other current assets		8,353		7,551
Total current assets		170,053		167,570
Plant, equipment, leasehold improvements and operating lease right-of-use assets, net of accumulated depreciation of $67,023 and $61,922, respectively		58,941		57,178
Intangible assets, net of accumulated amortization of $49,831 and $47,897, respectively		16,054		17,988
Goodwill		47,150		47,150
Other assets		7,871		6,780
Total assets	$	300,069	$	296,666
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	22,570	$	24,371
Accrued expenses		30,500		40,070
Deferred revenue and customer deposits		727		3,571
Total current liabilities		53,797		68,012
Long-term debt		284,416		285,522
Deferred income taxes		7,234		6,808
Other long-term liabilities		17,592		18,401
Total liabilities		363,039		378,743
Commitments and contingencies (Note 11)
Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at June 30, 2023 and December 31, 2022		—		—
Stockholders’ deficit:
Common stock; $0.001 par value—100,000,000 shares authorized; 11,430,245 and 11,390,355 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		11		11
Capital deficiency		(106,668)		(108,379)
Accumulated earnings		43,687		26,291
Total stockholders’ deficit		(62,970)		(82,077)
Total liabilities and stockholders’ deficit	$	300,069	$	296,666

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net sales:
Products	$	63,946	$	68,945	$	139,736	$	137,261
Services		51,014		44,363		96,076		87,471
Total net sales		114,960		113,308		235,812		224,732
Cost of sales:
Products (exclusive of depreciation and amortization shown below)		41,308		43,055		87,288		86,149
Services (exclusive of depreciation and amortization shown below)		30,214		27,578		59,618		54,435
Depreciation and amortization		2,613		2,124		4,987		4,319
Total cost of sales		74,135		72,757		151,893		144,903
Gross profit		40,825		40,551		83,919		79,829
Operating expenses:
Selling, general and administrative (exclusive of depreciation and amortization shown below)		21,885		24,050		42,951		43,932
Depreciation and amortization		1,448		1,447		2,878		2,862
Total operating expenses		23,333		25,497		45,829		46,794
Income from operations		17,492		15,054		38,090		33,035
Other expense, net:
Interest, net		(6,740)		(7,146)		(13,521)		(15,011)
Other expense, net		(78)		(15)		(192)		(411)
Total other expense, net		(6,818)		(7,161)		(13,713)		(15,422)
Income before income taxes		10,674		7,893		24,377		17,613
Income tax expense		(4,151)		(1,742)		(6,981)		(5,460)
Net income	$	6,523	$	6,151	$	17,396	$	12,153

Basic and diluted earnings per share:
Basic earnings per share	$	0.57	$	0.55	$	1.52	$	1.08
Diluted earnings per share	$	0.55	$	0.52	$	1.46	$	1.04

Basic weighted-average shares outstanding		11,427,404		11,257,733		11,411,162		11,256,600
Diluted weighted-average shares outstanding		11,876,568		11,721,744		11,888,219		11,718,836

Comprehensive income:
Net income	$	6,523	$	6,151	$	17,396	$	12,153
Total comprehensive income	$	6,523	$	6,151	$	17,396	$	12,153

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Deficit

(in thousands, except per share amounts)

(Unaudited)


	Common Stock			Capital		Accumulated
	Shares	Amount		deficiency		earnings		Total
March 31, 2023	11,424,628	$	11	$	(107,907)	$	37,164	$	(70,732)
Shares issued under stock-based compensation plans	5,617		—		(51)		—		(51)
Stock-based compensation			—		1,290		—		1,290
Components of comprehensive income:
Net income			—		—		6,523		6,523
June 30, 2023	11,430,245	$	11	$	(106,668)	$	43,687	$	(62,970)


	Common Stock			Capital		Accumulated
	Shares	Amount		deficiency		earnings		Total
December 31, 2022	11,390,355	$	11	$	(108,379)	$	26,291	$	(82,077)
Shares issued under stock-based compensation plans	39,890		—		(120)		—		(120)
Stock-based compensation			—		1,831		—		1,831
Components of comprehensive income:
Net income			—		—		17,396		17,396
June 30, 2023	11,430,245	$	11	$	(106,668)	$	43,687	$	(62,970)


	Common Stock			Capital		Accumulated
	Shares	Amount		deficiency		earnings (loss)		Total
March 31, 2022	11,255,466	$	11	$	(109,821)	$	(4,247)	$	(114,057)
Shares issued under stock-based compensation plans	7,222		—		(60)		—		(60)
Stock-based compensation			—		1,001		—		1,001
Components of comprehensive income:
Net income			—		—		6,151		6,151
June 30, 2022	11,262,688	$	11	$	(108,880)	$	1,904	$	(106,965)


	Common Stock			Capital		Accumulated
	Shares	Amount		deficiency		earnings (loss)		Total
December 31, 2021	11,255,466	$	11	$	(110,782)	$	(10,249)	$	(121,020)
Shares issued under stock-based compensation plans	7,222		—		(60)		—		(60)
Stock-based compensation			—		1,962		—		1,962
Components of comprehensive income:
Net income			—		—		12,153		12,153
June 30, 2022	11,262,688	$	11	$	(108,880)	$	1,904	$	(106,965)

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Six Months Ended June 30,
	2023		2022
Operating activities
Net income	$	17,396	$	12,153
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation expense		5,931		5,248
Amortization expense		1,934		1,933
Stock-based compensation expense		1,831		1,962
Amortization of debt issuance costs and debt discount		936		967
Loss on debt extinguishment		218		395
Deferred income taxes		426		305
Other, net		253		788
Changes in operating assets and liabilities:
Accounts receivable		5,287		(12,280)
Inventories		(7,351)		(17,853)
Prepaid expenses and other assets		(1,381)		(409)
Income taxes, net		(772)		256
Accounts payable		(1,758)		1,690
Accrued expenses and other liabilities		(9,784)		(2,955)
Deferred revenue and customer deposits		(2,844)		(348)
Cash provided by (used in) operating activities		10,322		(8,148)
Investing activities
Capital expenditures for plant, equipment and leasehold improvements		(6,594)		(8,179)
Other		128		15
Cash used in investing activities		(6,466)		(8,164)
Financing activities
Principal payments on Senior Notes		(14,877)		(20,000)
Principal payments on ABL Revolver		—		(10,000)
Proceeds from ABL Revolver		13,000		35,000
Payments on debt extinguishment and other		(120)		(922)
Proceeds from finance lease financing		—		2,074
Payments on finance lease obligations		(1,739)		(1,435)
Cash (used in) provided by financing activities		(3,736)		4,717
Effect of exchange rates on cash		11		(37)
Net increase (decrease) in cash and cash equivalents		131		(11,632)
Cash and cash equivalents, beginning of period		11,037		20,683
Cash and cash equivalents, end of period	$	11,168	$	9,051
Supplemental disclosures of cash flow information
Cash paid (refunded) during the period for:
Interest	$	13,135	$	13,985
Income taxes paid	$	7,408	$	5,746
Income taxes refunded	$	(26)	$	(449)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	168	$	816
Financing leases	$	2,169	$	3,077
Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements	$	368	$	3,110

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Business Overview and Summary of Significant Accounting Policies

Business Overview

CPI Card Group Inc. (which, together with its subsidiary companies, is referred to herein as “CPI” or the “Company”) is a payment technology company and leading provider of comprehensive Financial Payment Card solutions in the United States. CPI is engaged in the design, production, data personalization, packaging and fulfillment of Financial Payment Cards, which the Company defines as credit, debit and Prepaid Debit Cards (defined below) issued on the networks of the Payment Card Brands (Visa, Mastercard^®, American Express^® and Discover^®). CPI defines “Prepaid Debit Cards” as debit cards issued on the networks of the Payment Card Brands, but not linked to a traditional bank account. CPI also offers an instant card issuance solution, which provides customers the ability to issue a personalized debit or credit card within the bank branch to individual cardholders.

CPI serves its customers through a network of high-security production and card services facilities in the United States, each of which is audited for compliance with the standards of the Payment Card Industry Security Standards Council (the “PCI Security Standards Council”) by one or more of the Payment Card Brands. CPI’s network of high-security production facilities allows the Company to optimize its solutions offerings and serve its customers.

The Company’s business consists of the following reportable segments: Debit and Credit, Prepaid Debit and Other. The Debit and Credit segment primarily produces Financial Payment Cards and provides integrated card services for card-issuing financial institutions primarily in the United States. The Prepaid Debit segment primarily provides integrated card services to Prepaid Debit Card program managers primarily in the United States. The Company’s “Other” segment includes corporate expenses.

Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to Form 10-Q and Article 8 of Regulation S-X. 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, 2022 is derived from the audited financial statements as of that date. 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, 2022.

Use of Estimates

Management uses estimates and assumptions relating to the reporting of assets and liabilities at the date of the financial statements, the reported revenues and expenses recognized during the reporting period, and certain financial statement disclosures in the 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, leases, valuation allowances for inventories and deferred taxes, revenue recognized for work performed but not completed and uncertain tax positions. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the criteria under which credit losses on financial instruments (such as the Company’s trade receivables) are measured. The ASU introduces a new credit reserve model known as the Current Expected Credit Loss (“CECL”) model, which replaces the incurred loss impairment methodology previously used under GAAP with an expected loss

Table of Contents

methodology. Effective January 1, 2023, the Company adopted the CECL model. The adoption of the model did not have a material impact on the Company’s consolidated financial position or results of operations.

2. Net Sales

The Company disaggregates its net sales by major source as follows:


	Three Months Ended June 30, 2023
	Products		Services		Total

	(dollars in thousands)
Debit and Credit	$	64,001	$	29,193	$	93,194
Prepaid Debit		—		21,821		21,821
Intersegment eliminations		(55)		—		(55)
Total	$	63,946	$	51,014	$	114,960

	Six Months Ended June 30, 2023
	Products		Services		Total

	(dollars in thousands)
Debit and Credit	$	140,033	$	55,146	$	195,179
Prepaid Debit		—		40,951		40,951
Intersegment eliminations		(297)		(21)		(318)
Total	$	139,736	$	96,076	$	235,812

	Three Months Ended June 30, 2022
	Products		Services		Total

	(dollars in thousands)
Debit and Credit	$	69,031	$	25,150	$	94,181
Prepaid Debit		—		19,214		19,214
Intersegment eliminations		(86)		(1)		(87)
Total	$	68,945	$	44,363	$	113,308

	Six Months Ended June 30, 2022
	Products		Services		Total

	(dollars in thousands)
Debit and Credit	$	137,379	$	48,817	$	186,196
Prepaid Debit		—		38,675		38,675
Intersegment eliminations		(118)		(21)		(139)
Total	$	137,261	$	87,471	$	224,732

Products Net Sales

“Products” net sales are recognized when obligations under the terms of a contract with a customer are satisfied. In most instances, this occurs over time as cards are produced for specific customers and have no alternative use and the Company has an enforceable right to payment for work performed. For unbilled work performed but not completed, the Company estimates revenue by taking actual costs incurred and applying historical margins for similar types of contracts. Items included in “Products” net sales are the design and production of Financial Payment Cards, including contact-EMV^®, contactless dual-interface EMV, contactless and magnetic stripe cards, CPI’s eco-focused solutions, including Second Wave^® and Earthwise^® cards made with upcycled plastic, metal cards, private label credit cards and retail gift cards. Card@Once^® printers and consumables are also included in “Products” net sales, and their associated revenues are recognized at the time of shipping. The Company includes gross shipping and handling revenue in net sales, and shipping and handling costs in cost of sales.

EMV^® is a registered trademark in the U.S. and other countries and an unregistered trademark elsewhere. The EMV trademark is owned by EMVCo, LLC.

Table of Contents

Services Net Sales

Net sales are recognized for “Services” as the services are performed. Items included in “Services” net sales include the personalization and fulfillment of Financial Payment Cards, providing tamper-evident secure packaging and fulfillment services to Prepaid Debit Card program managers, and software-as-a-service personalization of instant issuance debit cards. As applicable, for unbilled work performed but not completed, the Company estimates revenue by taking actual costs incurred and applying historical margins for similar types of contracts.

Customer Contracts

The Company often enters into Master Services Agreements (“MSAs”) with its customers. Generally, enforceable rights and obligations for goods and services occur only when a customer places a purchase order or statement of work to obtain goods or services under an MSA. The contract term as defined by ASC 606, Revenue from Contracts with Customers, is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature.

3. Accounts Receivable

Accounts receivable consisted of the following:


		June 30,		December 31,
		2023		2022

	(dollars in thousands)
Trade accounts receivable	$	66,139	$	68,886
Unbilled accounts receivable		9,375		11,915
		75,514		80,801
Less allowance		(223)		(218)
	$	75,291	$	80,583

4. Inventories

Inventories consisted of the following:


		June 30,		December 31,
		2023		2022

	(dollars in thousands)
Raw materials	$	68,511	$	61,434
Finished goods		10,574		10,300
Inventory reserve		(3,844)		(3,335)
	$	75,241	$	68,399

5. Plant, Equipment, Leasehold Improvements and Operating Lease Right-of-Use Assets

Plant, equipment, leasehold improvements and operating lease right-of-use assets consisted of the following:


		June 30,		December 31,
		2023		2022

	(dollars in thousands)
Machinery and equipment	$	73,038	$	64,786
Machinery and equipment under financing leases		16,384		15,717
Furniture, fixtures and computer equipment		2,892		3,072
Leasehold improvements		15,249		14,703
Construction in progress		1,164		3,304
Operating lease right-of-use assets		17,237		17,518
		125,964		119,100
Less accumulated depreciation and amortization		(67,023)		(61,922)
	$	58,941	$	57,178

Table of Contents

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 the measurement date.

The Company’s financial assets and liabilities that are not required to be re-measured at fair value in the condensed consolidated balance sheets were as follows:


	Carrying		Estimated
	Value as of		Fair Value as of		Fair Value Measurement at June 30, 2023
	June 30,		June 30,		(Using Fair Value Hierarchy)
	2023		2023		Level 1		Level 2		Level 3

	(dollars in thousands)
Liabilities:
Senior Notes	$	270,000	$	259,835	$	—	$	259,835	$	—
ABL Revolver	$	18,000	$	18,000	$	—	$	18,000	$	—


	Carrying		Estimated
	Value as of		Fair Value as of		Fair Value Measurement at December 31, 2022
	December 31,		December 31,		(Using Fair Value Hierarchy)
	2022		2022		Level 1		Level 2		Level 3

	(dollars in thousands)
Liabilities:
Senior Notes	$	285,000	$	281,438	$	—	$	281,438	$	—
ABL Revolver	$	5,000	$	5,000	$	—	$	5,000	$	—

The aggregate fair value of the Company’s Senior Notes (as defined in Note 8, “Long-Term Debt”) was based on bank quotes. The fair value measurement associated with the ABL Revolver (as defined in Note 8, “Long-Term Debt”) approximates its carrying value as of June 30, 2023, given the applicable variable interest rates and nature of the security interest in Company assets.

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable each approximate fair value due to their short-term nature.

Table of Contents

7. Accrued Expenses

Accrued expenses consisted of the following:


	June 30,		December 31,
	2023		2022

	(dollars in thousands)
Accrued payroll and related employee expenses	$	7,291	$	7,727
Accrued employee performance bonuses		3,095		8,576
Employer payroll taxes		414		1,092
Accrued rebates		2,607		2,668
Estimated sales tax liability		456		622
Accrued interest		6,805		7,275
Current operating and financing lease liabilities		5,909		5,697
Other		3,923		6,413
Total accrued expenses	$	30,500	$	40,070

Other accrued expenses as of June 30, 2023, and December 31, 2022, consisted primarily of miscellaneous accruals for invoices not yet received, self-insurance claims that have yet to be reported, and accrued royalties.

8. Long-Term Debt

As of June 30, 2023, and December 31, 2022, long-term debt consisted of the following:


	Interest		June 30,		December 31,
	Rate ⁽¹⁾		2023		2022

			(dollars in thousands)
Senior Notes	8.625	%	$	270,000	$	285,000
ABL Revolver	6.461	%		18,000		5,000
Unamortized deferred financing costs				(3,584)		(4,478)
Total long-term debt				284,416		285,522
Less current maturities				—		—
Long-term debt, net of current maturities			$	284,416	$	285,522

(1)

The Senior Notes bear interest at a fixed rate and the ABL Revolver bears interest at a variable rate.

Senior Notes

On March 15, 2021, the Company completed a private offering by its wholly-owned subsidiary, CPI CG Inc., of $310.0 million aggregate principal amount of 8.625% Senior Secured Notes due 2026 (the “Senior Notes”) and related guarantees. The Senior Notes bear interest at a rate of 8.625% per annum and mature on March 15, 2026. Interest is payable on the Senior Notes on March 15 and September 15 of each year.

The Company has obligations to make an offer to repay the Senior Notes, requiring prepayment in advance of the maturity date, upon the occurrence of certain events including a change of control, certain asset sales and based on an annual excess cash flow calculation. The annual excess cash flow calculation is determined pursuant to the terms of that certain Indenture, dated as of March 15, 2021, by and among CPI CG Inc., the Company, the subsidiary guarantors and U.S. Bank National Association, as trustee, with any required prepayments to be made after the issuance of the Company’s annual financial statements. No such payment is required to be made in 2023 based on the Company’s operating results for the year ended December 31, 2022.

During the six months ended June 30, 2023, the Company used cash on hand and available borrowing capacity under the ABL Revolver (defined below) to retire a portion of the Senior Notes totaling $15.0 million of the principal amount thereof plus accrued and unpaid interest thereon to the retirement dates.

Table of Contents

ABL

On March 15, 2021, the Company and CPI CG Inc., as borrower, entered into a Credit Agreement with Wells Fargo Bank, National Association, as lender, administrative agent and collateral agent, providing for an asset-based, senior secured revolving credit facility of up to $50.0 million (the “ABL Revolver”). The ABL Revolver matures on the earliest to occur of March 15, 2026 and the date that is 90 days prior to the maturity of the Senior Notes. On March 3, 2022, the Company and CPI CG Inc. entered into Amendment No. 1 to the Credit Agreement (the “Amendment”), which amended the ABL Revolver. The Amendment, among other things, increased the available borrowing capacity under the ABL Revolver to $75.0 million, increased the uncommitted accordion feature to $25.0 million from $15.0 million, and revised the interest rate provisions to replace the prior LIBOR benchmark with updated benchmark provisions using the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York. On October 11, 2022, the Company and CPI CG Inc. entered into Amendment No. 2 to the Credit Agreement, which amended the ABL Revolver to adjust certain monthly document delivery terms and to clarify the treatment of certain inventory.

Borrowings under the amended ABL Revolver bear interest at a rate per annum equal to the applicable term SOFR adjusted for a credit spread, plus an applicable interest rate margin. The Company may select a one, three or six month term SOFR, which is adjusted for a credit spread of 0.10% to 0.30% depending on the term selected. Through March 31, 2023, the applicable interest rate margin ranged from 1.50% to 1.75% depending on the average excess availability of the facility for the most recently completed quarter. The unused portion of the ABL Revolver commitment accrued a monthly unused line fee, 0.50% per annum through March 31, 2023, multiplied by the aggregate amount of Revolver commitments less the average Revolver usage during the immediately preceding month. The interest rate margin and unused line fee percentage changed, effective April 1, 2023, to between 1.25% and 1.75% (interest rate margin) and 0.375% and 0.50% (unused line fee).

Deferred Financing Costs and Discount

Certain costs and discounts incurred with borrowings 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. The remaining unamortized debt issuance costs recorded on the Senior Notes were $3.6 million and are reported as a reduction to the long-term debt balance as of June 30, 2023. The remaining unamortized net discount and debt issuance costs on the ABL Revolver and related Amendment were $1.3 million and are recorded as other assets (current and long-term) on the condensed consolidated balance sheet as of June 30, 2023.

9. Income Taxes

The Company’s effective tax rate on pre-tax income was 38.9% and 22.1% for the three months ended June 30, 2023, and 2022, respectively, and 28.6% and 31.0% for the six months ended June 30, 2023, and 2022, respectively. The increase in the effective tax rate for the three months ended June 30, 2023, was primarily due to tax deduction limitations on executive compensation. The decrease in the effective tax rate for the six months ended June 30, 2023, was a result of increased deductibility of interest costs due to a tax election made by the Company in the third quarter of 2022 and the reduction of a valuation allowance in the first quarter of 2023 related to a state tax law change.

For the six months ended June 30, 2023, and 2022, the effective tax rate differs from the U.S. federal statutory income tax rate as follows:


	June 30,
	2023		2022
Tax at federal statutory rate	21.0	%	21.0	%
State taxes, net	5.1		5.5
Valuation allowance	(1.4)		2.5
Permanent items	1.3		1.4
Deductibility limitations on excess compensation	3.4		0.7
Other	(0.8)		(0.1)
Effective income tax rate	28.6	%	31.0	%

Table of Contents

10. Earnings per Share

Basic and diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Shares excluded from the calculation of diluted earnings per share because their inclusion would be anti-dilutive were 105,884 and 14,732 for the three months ended June 30, 2023, and 2022, respectively, and 132,594 and 40,874 for the six months ended June 30, 2023, and 2022, respectively.

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(dollars in thousands)
Numerator:
Net income	$	6,523	$	6,151	$	17,396	$	12,153

Denominator:
Basic weighted-average common shares outstanding		11,427,404		11,257,733		11,411,162		11,256,600
Dilutive shares		449,164		464,011		477,057		462,236
Diluted weighted-average common shares outstanding		11,876,568		11,721,744		11,888,219		11,718,836

Basic earnings per share	$	0.57	$	0.55	$	1.52	$	1.08

Diluted earnings per share	$	0.55	$	0.52	$	1.46	$	1.04

11. Commitments and Contingencies

Commitments

During the normal course of business, the Company enters into non-cancellable agreements to purchase goods and services, including production equipment and information technology systems. The Company leases real property for its facilities under non-cancellable operating lease agreements. Land and facility leases expire at various dates between 2023 and 2029 and contain various provisions for rental adjustments and renewals. The leases typically require the Company to pay property taxes, insurance and normal maintenance costs. The Company’s financing leases expire at various dates between 2023 and 2028 and contain purchase options which the Company may exercise to keep the machinery in use.

Contingencies

In accordance with applicable accounting guidance, the Company establishes an accrued expense when loss contingencies are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. As a matter develops, the Company, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. Once the loss contingency is deemed to be both probable and estimable, the Company will establish an accrued expense and record a corresponding amount of expense. The Company expenses professional fees associated with litigation claims and assessments as incurred.

Smart Packaging Solutions SA v. CPI Card Group Inc.

On April 20, 2021, Smart Packaging Solutions, SA (“SPS”) filed a patent infringement lawsuit against the Company in the United States District Court for the District of Delaware seeking an unspecified amount of damages and equitable relief. In the complaint, SPS alleges that the Company infringed four patents that SPS has exclusively licensed from Feinics AmaTech Teoranta. The patents all relate to antenna technology. SPS alleges that the Company incorporates the patented technology into its products that use contactless communication. The Company does not produce antennas; it purchases certain antenna-related components from SPS and a number of other suppliers. The Company’s motion to dismiss the complaint is currently pending. Additionally, a third party, Infineon, filed requests for Inter Parties Review (“IPR”) proceedings concerning each of the four patents. As a result, the Delaware District Court stayed the case pending resolution of the requests for review. The United States Patent Office has instituted proceedings with respect to all of the IPR requests and two of the patents have been invalidated in the IPR proceedings and two remain under review. The remaining proceedings in the patent office are scheduled to run through September 2023. Should any of the patents survive review by the United States Patent Office, the Company intends to defend the suit vigorously. However, no assurance can be given that this matter will be resolved favorably. Due to the stage of this

Table of Contents

matter, the Company is unable to predict the outcome or the possible loss or range of loss, if any, associated with this matter, and no liability has been recorded as of June 30, 2023.

In addition to the matter described above, the Company may be subject to routine legal proceedings in the ordinary course of business. The Company believes that the ultimate resolution of any such matters will not have a material adverse effect on its business, financial condition or results of operations.

Voluntary Disclosure Program

The Company is subject to unclaimed or abandoned property (escheat) laws which require it to turn over to state governmental authorities the property of others held by the Company that has been unclaimed for specified periods of time. Property subject to escheat laws generally relates to uncashed checks, trade accounts receivable credits and unpaid payable balances. During the second quarter of 2022, the Company received a letter from the Delaware Secretary of State inviting the Company to participate in the Delaware Secretary of State’s Abandoned or Unclaimed Property Voluntary Disclosure Agreement Program to avoid being sent an audit notice by the Delaware Department of Finance. On August 31, 2022, the Company entered into Delaware’s Voluntary Disclosure Agreement Program in order to voluntarily comply with Delaware’s abandoned property law in exchange for certain protections and benefits. The Company intends to work in good faith to complete a review of its books and records related to unclaimed or abandoned property during the periods required under the program. Any potential loss, or range of loss, that may result from this matter is not currently reasonably estimable.

12. Stock-Based Compensation

In October 2015, the Company adopted the CPI Card Group Inc. Omnibus Incentive Plan (the “Omnibus Plan”) pursuant to which cash and equity-based incentives may be granted to participating employees, consultants, and directors. On May 27, 2021, the Company’s stockholders approved an amendment and restate of the Omnibus Plan, to among other things, increase the total number of shares of the Company’s Common Stock reserved and available for issuance, resulting in a total of 2,200,000 shares of Common Stock issuable under the Omnibus Plan.

Beginning in the first quarter of 2023, the Company’s employees that participate in the Company’s long-term incentive program will receive a quarterly grant comprising one-fourth of the annual equity-based incentive component of their total compensation. Executive awards will be awarded as a mix of restricted stock units and nonqualified stock options, and other employee awards will be comprised solely of restricted stock units. The number of shares awarded will be determined based on the grant-date fair value for nonqualified stock options and on a value tied to the monthly average closing price of the Company’s common stock for restricted stock units.

In June 2023, the Company implemented an additional long-term incentive program under the Omnibus Plan, independent of the quarterly awards described above, designed to retain and incentivize executive officers and certain key employees, excluding the Company’s President and Chief Executive Officer (“CEO”), comprised of restricted stock units. The first tranche was awarded in June 2023 and additional tranches will be awarded in August 2023 and November 2023, subject to continued employment on those dates. The awards vest ratably over a three-year period, subject to continued employment.

In June 2023, the Company also announced an award comprised of 25% nonqualified stock options and 75% restricted stock units to its CEO as an incentive to remain employed by the Company through February 28, 2024. The first one-third of the awards was granted in June 2023 with another one-third to be granted in August 2023 and the remainder in November 2023. All of these awards will vest ratably over a two-year period irrespective of employment status with expense related to these awards to be recognized by the Company through February 28, 2024. As part of the CEO’s incentive package, the requisite service and exercise periods for all of his outstanding awards granted prior to June 2023 were also modified with expense related to the modification being recognized in June 2023 through February 2024.

All equity awards are contingent and issued only upon approval by the compensation committee of the Company’s board of directors, or as otherwise permitted under the Omnibus Plan. The Company accounts for stock-based compensation pursuant to ASC 718, Share-Based Payments. All stock-based compensation is measured at fair value and expensed on a straight-line basis over the requisite service period for each tranche of the award.

Table of Contents

During the six months ended June 30, 2023, the Company granted 49,929 options at a weighted average exercise price of $27.73. As of June 30, 2023, there were 823,108 options outstanding at a weighted average exercise price of $18.73.

During the six months ended June 30, 2023, the Company granted 219,381 restricted stock units at a weighted average grant date fair value of $26.50, and as of June 30, 2023, there were 274,641 outstanding restricted stock units at a weighted average grant date fair value of $26.07.

13. Segment Reporting

The Company has identified reportable segments that represent 10% or more of its net sales, 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 net sales 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 before interest expense, income taxes, depreciation and amortization. The Company’s chief operating decision maker believes EBITDA is a meaningful measure and is useful as a supplement to 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 to identify strategies to improve the allocation of resources amongst segments.

As of June 30, 2023, the Company’s reportable segments were as follows:

● Debit and Credit;

● Prepaid Debit; and

● Other.

Debit and Credit Segment

The Debit and Credit segment primarily produces Financial Payment Cards and provides integrated card services for card-issuing financial institutions primarily in the United States. Products produced by this segment primarily include EMV and non-EMV Financial Payment Cards, including contact and contactless cards, and Earth Elements^TM Eco-Focused Cards. The Company also sells Card@Once instant card issuance solutions, and private label credit cards that are not issued on the networks of the Payment Card Brands. The Company provides print-on-demand services, where images, personalized payment cards, and related collateral are produced on a one-by-one, on demand basis for customers. This segment also provides a variety of integrated card services, including card personalization and fulfillment services and instant issuance services. The Debit and Credit segment facilities and operations are audited for compliance with the standards of the PCI Security Standards Council by multiple Payment Card Brands.

Prepaid Debit Segment

The Prepaid Debit segment primarily provides integrated prepaid card services to Prepaid Debit Card program managers primarily in the United States, including tamper-evident security packaging. This segment also produces Financial Payment Cards issued on the networks of the Payment Card Brands that are included in the tamper-evident security packages. The Prepaid Debit segment facilities and operations are audited for compliance with the standards of the PCI Security Standards Council by multiple Payment Card Brands.

Other

The Other segment includes corporate expenses.

Table of Contents

Performance Measures of Reportable Segments

Net sales and EBITDA of the Company’s reportable segments, as well as a reconciliation of total segment EBITDA to income from operations and net income for the three and six months ended June 30, 2023 and 2022, were as follows:


	Three Months Ended June 30, 2023
	Debit and Credit		Prepaid Debit		Other		Intersegment Eliminations		Total

	(dollars in thousands)
Net sales	$	93,194	$	21,821	$	—	$	(55)	$	114,960
Cost of sales		60,156		14,034		—		(55)		74,135
Gross profit		33,038		7,787		—		—		40,825
Operating expenses		7,957		159		15,217		—		23,333
Income (loss) from operations	$	25,081	$	7,628	$	(15,217)	$	—	$	17,492

EBITDA by segment:
Income (loss) from operations	$	25,081	$	7,628	$	(15,217)	$	—	$	17,492
Depreciation and amortization		2,353		704		1,004		—		4,061
Other income (expenses)		21		1		(100)		—		(78)
EBITDA	$	27,455	$	8,333	$	(14,313)	$	—	$	21,475


	Six Months Ended June 30, 2023
	Debit and Credit		Prepaid Debit		Other		Intersegment Eliminations		Total

	(dollars in thousands)
Net sales	$	195,179	$	40,951	$	—	$	(318)	$	235,812
Cost of sales		123,957		28,254		—		(318)		151,893
Gross profit		71,222		12,697		—		—		83,919
Operating expenses		16,115		1,392		28,322		—		45,829
Income (loss) from operations	$	55,107	$	11,305	$	(28,322)	$	—	$	38,090

EBITDA by segment:
Income (loss) from operations	$	55,107	$	11,305	$	(28,322)	$	—	$	38,090
Depreciation and amortization		4,514		1,328		2,023		—		7,865
Other income (expenses)		26		1		(219)		—		(192)
EBITDA	$	59,647	$	12,634	$	(26,518)	$	—	$	45,763


	Three Months Ended June 30, 2022
	Debit and Credit		Prepaid Debit		Other		Intersegment Eliminations		Total

	(dollars in thousands)
Net sales	$	94,181	$	19,214	$	—	$	(87)	$	113,308
Cost of sales		60,093		12,751		—		(87)		72,757
Gross profit		34,088		6,463		—		—		40,551
Operating expenses		8,769		1,147		15,581		—		25,497
Income (loss) from operations	$	25,319	$	5,316	$	(15,581)	$	—	$	15,054

EBITDA by segment:
Income (loss) from operations	$	25,319	$	5,316	$	(15,581)	$	—	$	15,054
Depreciation and amortization		1,950		584		1,037		—		3,571
Other income (expenses)		4		(1)		(18)		—		(15)
EBITDA	$	27,273	$	5,899	$	(14,562)	$	—	$	18,610

Table of Contents

	Six Months Ended June 30, 2022
	Debit and Credit		Prepaid Debit		Other		Intersegment Eliminations		Total

	(dollars in thousands)
Net sales	$	186,196	$	38,675	$	—	$	(139)	$	224,732
Cost of sales		119,878		25,164		—		(139)		144,903
Gross profit		66,318		13,511		—		—		79,829
Operating expenses		16,889		2,227		27,678		—		46,794
Income (loss) from operations	$	49,429	$	11,284	$	(27,678)	$	—	$	33,035

EBITDA by segment:
Income (loss) from operations	$	49,429	$	11,284	$	(27,678)	$	—	$	33,035
Depreciation and amortization		3,931		1,182		2,068		—		7,181
Other income (expenses)		7		(3)		(415)		—		(411)
EBITDA	$	53,367	$	12,463	$	(26,025)	$	—	$	39,805


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

	(dollars in thousands)
Total segment EBITDA	$	21,475	$	18,610	$	45,763	$	39,805
Interest, net		(6,740)		(7,146)		(13,521)		(15,011)
Income tax expense		(4,151)		(1,742)		(6,981)		(5,460)
Depreciation and amortization		(4,061)		(3,571)		(7,865)		(7,181)
Net income	$	6,523	$	6,151	$	17,396	$	12,153

Table of Contents

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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. 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, 2022 filed with the Securities and Exchange Commission (“SEC”).

Cautionary Statement Regarding Forward-Looking Information

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” “committed,” “attempt,” “target,” “objective,” “guides,” “seek,” “focus,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, are based on our current expectations and beliefs concerning future developments and their potential effect on us and other information currently available. Such forward-looking statements, because they relate to future events, are by their very nature subject to many important risks and uncertainties that could cause actual results or other events to differ materially from those contemplated.

These risks and uncertainties include, but are not limited to: adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; a deterioration in general economic conditions, including inflationary conditions and resulting in reduced consumer confidence and business spending, and a decline in consumer credit worthiness impacting demand for our products; a disruption or other failure in our supply chain, including as a result of the Russia-Ukraine conflict and with respect to single source suppliers, or the failure or inability of suppliers to comply with our code of conduct or contractual requirements, or political unrest in countries in which our suppliers operate, resulting in increased costs and inability to pass those costs on to our customers and extended production lead times and difficulty meeting customers’ delivery expectations; our failure to retain our existing customers or identify and attract new customers; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our business; our status as an accelerated filer and complying with Section 404 of the Sarbanes-Oxley Act of 2002 and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting; our inability to recruit, retain and develop qualified personnel, including key personnel; the potential effects of COVID-19 and responses thereto on our business, including our supply chain, customer demand, workforce, operations; system security risks, data protection breaches and cyber-attacks; interruptions in our operations, including our information technology systems, or in the operations of the third parties that operate computing infrastructure on which we rely; our inability to develop, introduce and commercialize new products; our substantial indebtedness, including inability to make debt service payments or refinance such indebtedness; the restrictive terms of our indebtedness and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; disruptions in production at one or more of our facilities; defects in our software; environmental, social and governance preferences and demands of various stakeholders and our ability to conform to such preferences and demands and to comply with any related regulatory requirements; the effects of climate change, negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; disruptions in production due to weather conditions, climate change, political instability or social unrest; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; our limited ability to raise capital; problems in production quality, materials and process; costs and impacts to our financial results relating to the obligatory collection of sales tax and claims for uncollected sales tax in states that impose sales tax collection requirements on out-of-state businesses or unclaimed property, as well as potential new U.S. tax legislation increasing the corporate income tax rate and challenges to our income tax positions; our inability to successfully execute on our divestitures or acquisitions; our inability to realize the full value of our long-lived assets; costs relating to product defects and any related product liability and/or warranty claims; our inability to renew licenses with key technology licensors; the highly competitive,

Table of Contents

saturated and consolidated nature of our marketplace; the effects of restrictions, delays or interruptions in our ability to source raw materials and components used in our products from foreign countries; the effects on the global economy of the ongoing military action by Russia in Ukraine; costs and potential liabilities associated with compliance or failure to comply with regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; new and developing technologies that make our existing technology solutions and products obsolete or less relevant or our failure to introduce new products and services in a timely manner; quarterly variation in our operating results; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security standards or other industry standards; our failure to comply with environmental, health and safety laws and regulations that apply to our products and the raw materials we use in our production processes; risks associated with the majority stockholders’ ownership of our stock; potential conflicts of interest that may arise due to our board of directors being comprised in part of directors who are principals of our majority stockholders; the influence of securities analysts over the trading market for and price of our common stock; failure to meet the continued listing standards of the Nasdaq Global Market; the impact of stockholder activism or securities litigation on the trading price and volatility of our common stock; certain provisions of our organizational documents and other contractual provisions that may delay or prevent a change in control and make it difficult for stockholders other than our majority stockholders to change the composition of our board of directors; our ability to comply with a wide variety of complex laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings; and other risks that are described in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 8, 2023, in Part II, Item 1A – Risk Factors of this Quarterly Report on Form 10-Q and our other reports filed from time to time with the SEC.

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

Overview

We are a payment technology company and leading provider of comprehensive Financial Payment Card solutions in the United States. We define “Financial Payment Cards” as credit, debit and Prepaid Debit Cards (as defined below) issued on the networks of the “Payment Card Brands” (Visa, Mastercard^®, American Express^® and Discover^®). We define “Prepaid Debit Cards” as debit cards issued on the networks of the Payment Card Brands, but not linked to a traditional bank account. We also offer an instant card issuance solution, which provides customers the ability to issue a personalized debit or credit card within the bank branch to individual cardholders. We have established a leading position in the Financial Payment Card solutions market through more than 20 years of experience.

We serve a diverse set of several thousand customers which includes direct customers and indirect customer relationships, whereby CPI provides Financial Payment Card solutions to a customer through a Group Service Provider (as defined below). Our customers include some of the largest issuers of debit and credit cards in the United States, the largest Prepaid Debit Card program managers in the United States, numerous financial technology companies (“fintechs”), as well as independent community banks, credit unions and Group Service Providers. We define “Group Service Providers” as reseller or card processor organizations that assist small card issuers, such as credit unions, with managing their credit and debit card programs, including managing the Financial Payment Card issuance process, core banking operations and other financial services.

We serve our customers through a network of high-security production and card services facilities in the United States, each of which is audited for compliance with the standards of the Payment Card Industry Security Standards Council (the “PCI Security Standards Council”) by one or more of the Payment Card Brands. Many of our customers require us to comply with PCI Security Standards Council requirements that relate to the provision of our products and services. Our network of high-security production facilities allows us to optimize our solutions offerings and to serve the needs of our diverse customer base.

Driven by a combination of our strong relationships, quality, technology, innovation, and supply-chain management, we believe we have strong positions in the following markets:

●

the U.S. prepaid debit market, including the largest U.S. Prepaid Debit Card program managers;

Table of Contents

●

the U.S. small-to mid-sized financial institutions market, which includes independent community banks and credit unions;

●

the U.S. large issuer market, serving some of the largest U.S. debit and credit card issuers; and

●

the U.S. fintech market, where we produce and personalize Financial Payment Cards for financial technology companies.

Our business consists of the following reportable segments:

●

Debit and Credit, which primarily produces Financial Payment Cards and provides integrated card services to card-issuing financial institutions primarily in the United States;

●

Prepaid Debit, which primarily provides integrated prepaid card services to Prepaid Debit Card program managers primarily in the United States; and

●

“Other,” which includes corporate expenses.

Trends and Key Factors Affecting our Financial Performance

We believe the following key factors may have a meaningful impact on our business performance and may negatively influence our financial and operating results:

We believe some customers have reduced demand for our products and services and we may experience reduced demand from customers in the future due to the following:

●

Certain economic indicators continue to point towards the likelihood that the U.S. economy will experience an economic slowdown or recession in the near future, which we believe has caused, and may in the future cause, some of our customers to have concerns about the broader economic environment and therefore reduce overall spending, including on card programs or other products and services we offer.

●

Certain banks have experienced negative liquidity events, including some being taken over by industry regulators and others experiencing deposit outflows, deteriorating share prices and limited access to capital, leading to cautionary signals and uncertainty in the financial services industry. Following these events, we experienced reduced demand in the Debit and Credit segment.

●

Some of our customers may have anticipated supply-chain-related delays and correspondingly increased their own inventory of the Company’s products on hand during 2022. As supply-chain lead times have improved and given the economic concerns noted above, some customers may now be more focused on reducing their inventory levels.

Table of Contents

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								Six Months Ended
	June 30,								June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change

	(dollars in thousands)
Net sales: ⁽¹⁾
Products	$	63,946	$	68,945	$	(4,999)	(7.3)	%	$	139,736	$	137,261	$	2,475	1.8	%
Services		51,014		44,363		6,651	15.0	%		96,076		87,471		8,605	9.8	%
Total net sales		114,960		113,308		1,652	1.5	%		235,812		224,732		11,080	4.9	%
Cost of sales ⁽¹⁾		74,135		72,757		1,378	1.9	%		151,893		144,903		6,990	4.8	%
Gross profit		40,825		40,551		274	0.7	%		83,919		79,829		4,090	5.1	%
Operating expenses		23,333		25,497		(2,164)	(8.5)	%		45,829		46,794		(965)	(2.1)	%
Income from operations		17,492		15,054		2,438	16.2	%		38,090		33,035		5,055	15.3	%
Other expense, net:
Interest, net		(6,740)		(7,146)		406	(5.7)	%		(13,521)		(15,011)		1,490	(9.9)	%
Other expense, net		(78)		(15)		(63)	*			(192)		(411)		219	(53.3)	%
Income before taxes		10,674		7,893		2,781	35.2	%		24,377		17,613		6,764	38.4	%
Income tax expense		(4,151)		(1,742)		(2,409)	138.3	%		(6,981)		(5,460)		(1,521)	27.9	%
Net income	$	6,523	$	6,151	$	372	6.0	%	$	17,396	$	12,153	$	5,243	43.1	%

Gross profit margin		35.5%		35.8%						35.6%		35.5%

* Calculation not meaningful

(1)

For the three months ended June 30, 2023, and 2022, net sales and cost of sales each include less than $0.1 million of intersegment eliminations. For the six months ended June 30, 2023, and 2022, net sales and cost of sales each include $0.3 million and $0.1 million of intersegment eliminations, respectively.

The following discussion of our consolidated results of operations and segment results refers to the three and six months ended June 30, 2023, compared to the corresponding periods in the prior year. The results of operations should be read in conjunction with the discussion of our segment results of operations, which provide more detailed discussions concerning certain components of the Condensed Consolidated Statements of Income.

Net Sales:

Net sales increased for the three months ended June 30, 2023. Services net sales increased due to higher personalization sales in our Debit and Credit segment, as well as higher sales in our Prepaid segment, partially offset by a decrease in Products net sales in the Debit and Credit segment, due to lower volumes. Net sales also benefited from price increases.

Net sales increased for the six months ended June 30, 2023, primarily due to increased sales in our Debit and Credit segment, driven by increased sales of personalization, Card@Once services and contactless card products. Net sales also benefited from price increases, which were primarily implemented in 2022.

Gross Profit and Gross Profit Margin:

Gross profit was relatively consistent for the three months ended June 30, 2023. Gross profit increased for the six months ended June 30, 2023, primarily due to increased net sales and operating leverage, including the benefit of price increases.

Table of Contents

Gross profit margin was relatively consistent for both the three and six months ended June 30, 2023.

Operating Expenses:

Operating expenses decreased for the three and six months ended June 30, 2023. For the three months ended June 30, 2023, the decrease was primarily due to lower operating expenses in our Prepaid Debit segment and decreased professional services. Compensation expense slightly increased, as the impacts of increased employee headcount, salary increases and compensation related to an executive retention agreement were offset by lower employee short-term incentive compensation. For the six months ended June 30, 2023, the decrease was primarily due to decreased professional services and lower operating expenses in our Prepaid Debit segment, which were partially offset by an increase in compensation related expenses, mainly in the “Other” segment, as a result of increased employee headcount and salary increases.

Interest, net:

Interest expense decreased for the three and six months ended June 30, 2023, primarily due to lower outstanding principal balances on our borrowings. For the six months ended June 30, 2022, interest expense also included a $0.6 million premium paid relating to the $20.0 million early redemption of the 8.625% Senior Secured Notes due 2026 (the “Senior Notes”).

Other Expense, net:

Other expense, net was relatively consistent for the both the three and six months ended June 30, 2023.

Income Tax Expense:

Our effective tax rate on pre-tax income was 38.9% and 22.1% for the three months ended June 30, 2023, and 2022, respectively, and 28.6% and 31.0% for the six months ended June 30, 2023, and 2022, respectively. The increase in the effective tax rate for the three months ended June 30, 2023, was primarily due to tax deduction limitations on executive compensation. The decrease in the effective tax rate for the six months ended June 30, 2023, was a result of increased deductibility of interest costs due to a tax election made in the third quarter of 2022 and the reduction of a valuation allowance in the first quarter of 2023 related to a state tax law change.

Segment Discussion

Debit and Credit:


	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change

	(dollars in thousands)
Net sales	$	93,194	$	94,181	$	(987)	(1.0)	%	$	195,179	$	186,196	$	8,983	4.8	%
Gross profit	$	33,038	$	34,088	$	(1,050)	(3.1)	%	$	71,222	$	66,318	$	4,904	7.4	%
Income from operations	$	25,081	$	25,319	$	(238)	(0.9)	%	$	55,107	$	49,429	$	5,678	11.5	%

Gross profit margin		35.5%		36.2%						36.5%		35.6%

Net Sales:

Net sales for Debit and Credit decreased for the three months ended June 30, 2023, primarily due to a decrease in Products net sales, driven by declines in eco-focused card volumes, partially offset by increases in other contactless card sales, new customer sales and higher non-EMV card sales. The decrease in Product net sales was partially offset by an increase in Services net sales, primarily due to higher personalization sales, driven by our print-on-demand services, and higher Card@Once services driven by a higher printer install base. Net Sales also benefited from price increases, which were primarily implemented in 2022.

Table of Contents

Net sales for Debit and Credit increased for the six months ended June 30, 2023, primarily due to an increase in Services net sales due to higher personalization sales and higher Card@Once services driven by a higher printer install base. Products net sales increased primarily due to new customer sales, increased sales to existing customers driven by contactless cards sales, and increased sales of non-EMV cards. Net Sales also benefited from price increases.

Gross Profit and Gross Profit Margin:

Gross profit for Debit and Credit decreased for the three months ended June 30, 2023, primarily due to higher production costs and lower sales volumes. Gross profit for Debit and Credit increased for the six months ended June 30, 2023, primarily due to the net sales increase described above.

Gross profit margin slightly decreased for the three months ended June 30, 2023, primarily due to higher production costs and lower sales volumes. Gross profit margin slightly increased for the six months ended June 30, 2023, primarily due to operating leverage from higher net sales, including the benefit of price increases.

Income from Operations:

The changes in income from operations for Debit and Credit for the three and six months ended June 30, 2023, were primarily due to the factors discussed in “Gross Profit and Gross Profit Margin” above and decreases in operating expenses related to compensation related expenses and professional services.

Prepaid Debit:


	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change

	(dollars in thousands)
Net sales	$	21,821	$	19,214	$	2,607	13.6	%	$	40,951	$	38,675	$	2,276	5.9	%
Gross profit	$	7,787	$	6,463	$	1,324	20.5	%	$	12,697	$	13,511	$	(814)	(6.0)	%
Income from operations	$	7,628	$	5,316	$	2,312	43.5	%	$	11,305	$	11,284	$	21	0.2	%

Gross profit margin		35.7%		33.6%						31.0%		34.9%

Net Sales:

Net sales for Prepaid Debit increased for the three and six months ended June 30, 2023, primarily due to increased volumes from existing customers.

Gross Profit and Gross Profit Margin:

Gross profit for Prepaid Debit increased for the three months ended June 30, 2023, primarily due to higher net sales. Gross profit for Prepaid Debit decreased for the six months ended June 30, 2023, primarily due to expenses incurred related to a change in our production staffing model, partially offset by higher sales.

Gross profit margin increased for the three months ended June 30, 2023, primarily due to increased operating leverage from higher net sales. Gross profit margin for Prepaid Debit decreased for the six months ended June 30, 2023, primarily due to expenses incurred related to a change in our production staffing model.

Table of Contents

Income from Operations:

Income from operations for Prepaid Debit increased for the three and six months ended June 30, 2023, primarily due to the factors discussed in “Gross Profit and Gross Profit Margin” above and lower operating expenses.

Other:

As the Other segment is comprised entirely of corporate expenses, income from operations for Other consists of operating expenses shown below.


	Three Months Ended								Six Months Ended
	June 30,								June 30,
	2023		2022		$ Change		% Change		2023		2022		$ Change		% Change

	(dollars in thousands)
Operating expenses	$	15,217	$	15,581	$	(364)	(2.3)	%	$	28,322	$	27,678	$	644	2.3	%

Operating Expenses:

Other operating expenses decreased for the three months ended June 30, 2023, primarily due to decreased professional services. Compensation expense slightly increased, as the impacts of increased employee headcount, salary increases and compensation related to an executive retention agreement were offset by lower employee short-term incentive compensation.

Other operating expenses increased for the six months ended June 30, 2023, primarily due to increased compensation expenses as a result of increased employee headcount and salary increases, partially offset by a decrease in professional services.

Liquidity and Capital Resources

As of June 30, 2023, we had $11.2 million of cash and cash equivalents.

Our ability to make investments in and grow our business, service our debt and improve our debt leverage ratios, while maintaining strong liquidity, will depend upon our ability to generate excess operating cash flows through our operating subsidiaries. Although we can provide no assurances, we believe that our cash flows from operations, combined with our current cash levels, 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 needs.

Senior Notes

On March 15, 2021, we completed a private offering of $310.0 million aggregate principal amount of the Senior Notes and related guarantees at an issue price of 100%. The Senior Notes bear interest at a rate of 8.625% per annum and mature on March 15, 2026. Interest is payable on the Senior Notes on March 15 and September 15 of each year.

The Company has obligations to make an offer to repay the Senior Notes, requiring prepayment in advance of the maturity date, upon the occurrence of certain events including a change of control, certain asset sales and based on an annual excess cash flow calculation. The annual excess cash flow calculation is determined based on an adjusted net income calculation pursuant to the terms of the indenture, and varies based on the Company’s annual net leverage ratio. The Company is required to offer to pay 50% of excess cash flow if the net leverage ratio exceeds 4.5 to 1; 25% if the net leverage ratio is between 4 to 1 and 4.5 to 1, and 0% if the net leverage ratio is less than or equal to 4 to 1. Any required prepayments are to be made within 125 days after the issuance of the Company’s annual financial statements. No such payment was required to be made in 2023 based on the Company’s operating results for the year ended December 31, 2022.

Table of Contents

As permitted by the indenture governing the Senior Notes, the Company may from time to time repurchase some or all of the Senior Notes in open market transactions, in privately negotiated transactions or otherwise. Beginning March 15, 2023, the Company may redeem some or all of the Senior Notes pursuant to the terms of the indenture at a redemption price initially set at 104.313% of the principal amount of the notes to be redeemed, and reducing over time to 100%, in each case plus accrued and unpaid interest. The timing and amount of any such redemptions or repurchases will depend upon market conditions, contractual commitments, the Company’s capital needs and other factors.

As of June 30, 2023, the Company had $270.0 million aggregate principal amount outstanding on the Senior Notes, plus accrued and unpaid interest.

ABL

On March 15, 2021, we entered into a Credit Agreement with Wells Fargo Bank, National Association providing for an ABL Revolver of up to $50.0 million. On March 3, 2022, we entered into Amendment No. 1 to the Credit Agreement, which amended the ABL Revolver to among other things, increased the available borrowing capacity to $75.0 million, increased the uncommitted accordion feature to $25.0 million and revised the interest rate provisions to replace the prior LIBOR benchmark with updated benchmark provisions using the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York. On October 11, 2022, we entered into Amendment No. 2 to the Credit Agreement, which amended the ABL Revolver to adjust certain monthly document delivery terms and to clarify the treatment of certain inventory.

Borrowings under the amended ABL Revolver bear interest at a rate per annum equal to the applicable term SOFR adjusted for a credit spread, plus an applicable interest rate margin. We may select a one, three or six month term SOFR, which is adjusted for a credit spread of 0.10% to 0.30% depending on the term selected. Through March 31, 2023, the applicable interest rate margin ranged from 1.50% to 1.75% depending on the average excess availability of the facility for the most recently completed quarter. The unused portion of the ABL Revolver commitment accrued a monthly unused line fee, 0.50% per annum through March 31, 2023, multiplied by the aggregate amount of Revolver commitments less the average Revolver usage during the immediately preceding month. The interest rate margin and unused line fee percentage changed, effective April 1, 2023, to between 1.25% and 1.75% (interest rate margin) and 0.375% and 0.50% (unused line fee).

Amounts borrowed and outstanding under the ABL Revolver are required to be repaid in full, together with any accrued and unpaid interest, on the earliest to occur of March 15, 2026 and the date that is 90 days prior to the maturity of the Senior Notes (and may be subject to earlier mandatory prepayment upon certain events).

As of June 30, 2023, the Company had $18.0 million in ABL Revolver borrowings outstanding, plus accrued and unpaid interest.

Operating Activities

Cash provided by operating activities for the six months ended June 30, 2023 was $10.3 million compared to cash used in operating activities of $8.1 million during the six months ended June 30, 2022.

The increase in cash provided by operating activities was primarily generated from earnings for the six months ended June 30, 2023, and was aided by reductions in accounts receivable in 2023 due to lower sales growth compared to the prior year period, and a decrease in inventory purchases in 2023 as inventory levels were increased in 2022 to help mitigate supply-chain constraints.

These positive increases to cash flow were partially offset by higher employee performance incentive compensation payments and lower incentive compensation and sales-based accruals in 2023.

Investing Activities

Cash used in investing activities for the six months ended June 30, 2023 was $6.5 million, compared to $8.2 million during the six months ended June 30, 2022. Cash used in investing activities was related primarily to capital expenditures, including investments to support the business, such as machinery and information technology equipment. As presented in our supplemental disclosures of non-cash information on the statement of cash flows, finance leases

Table of Contents

were executed for the acquisition of right-of-use machinery and equipment assets totaling $2.2 million during the six months ended June 30, 2023, compared to $3.1 million during the corresponding period in the prior year.

Financing Activities

During the six months ended June 30, 2023, cash used in financing activities was $3.7 million. Proceeds from the ABL Revolver of $13.0 million were offset by payments of $14.9 million to retire the Senior Notes and $1.7 million for principal on financing leases.

During the six months ended June 30, 2022, cash provided by financing activities was $4.7 million. Net proceeds from the ABL Revolver were $25.0 million and we paid $0.3 million of debt issuance costs in connection with the Amendment to the ABL Revolver. A portion of the proceeds from the ABL Revolver were used to redeem $20.0 million of Senior Notes and to pay $0.6 million of early redemption costs. We received $2.1 million and paid $1.4 million of principal on financing leases.

Working Capital

Our working capital as of June 30, 2023 was $116.3 million, compared to $99.6 million as of December 31, 2022. The increase in our working capital as of June 30, 2023 was primarily due to an increase in inventories of $6.8 million, a decrease in accrued expenses of $9.6 million, and decreased deferred revenue and customer deposits of $2.8 million, partially offset by decreased accounts receivable of $5.3 million. Our working capital needs are typically highest in the first and third quarters due to the timing of payments for interest on outstanding borrowings and employee incentive compensation.

Material Cash Requirements

Our material cash requirements include interest payments on our long-term debt, operating and finance lease payments, and purchase obligations to support our operations.

Debt Service Requirements

As of June 30, 2023, the total projected principal and interest payments on our borrowings were $359.9 million, primarily related to the Senior Notes, of which $24.7 million of interest is expected to be paid in the next 12 months. The remaining interest payments are expected to be paid over the remaining term of the Senior Notes, which mature in 2026, and the principal is due upon maturity. We have estimated our future interest payments assuming no additional borrowings under the ABL Revolver, no early redemptions of principal on the Senior Notes, no early voluntary or required repayment of the borrowings under the ABL Revolver within the next twelve months, and no debt issuances or renewals upon the maturity dates of our notes. However, we may borrow additional amounts under the ABL Revolver, redeem principal on the Senior Notes early or refinance all or a portion of our borrowings in future periods.

Leases

We lease real property for production and services, in addition to equipment. Refer to Part II, Item 8, Financial Statements and Supplementary Data, Note 9, Financing and Operating Leases, in our Annual Report on Form 10-K for the year ended December 31, 2022 for details on our leasing arrangements, including future maturities of our operating lease liabilities.

Purchase Obligations

A purchase obligation is an agreement to purchase goods or services that is enforceable, legally binding, and specifies all significant terms. As of June 30, 2023, there have not been any material changes to the purchase obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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

Table of Contents

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 for the year ended December 31, 2022, for which there were no material changes as of June 30, 2023, included:

●

Revenue recognition, including estimates of work performed but not completed, and

●

Income taxes, including estimates regarding future compensation for covered individuals, valuation allowances and uncertain tax positions.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required due to smaller reporting company status.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our controls and procedures related to our reporting and disclosure obligations (as defined by Rules 13a-15(e) and 15d-15(e) within the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2023, which is the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2023, the disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported, as applicable, within the time periods specified in the rules and forms of the Securities and Exchange Commission, and are designed to ensure that information required to be disclosed by us in the reports that we file or submit is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II – Other Information

Item 1. Legal Proceedings

Smart Packaging Solutions SA v. CPI Card Group Inc.

Item 1A. Risk Factors

The risk factors disclosed in Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 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 the following material changes with respect to such risk factors.

Conditions in the banking system and financial markets, including the failure of banks and financial institutions, could have an adverse effect on our business, financial condition and results of operations.

Events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10 and March 12, 2023, the Federal Deposit Insurance Corporation took control and was appointed receiver of Silicon Valley Bank and Signature Bank, respectively, after each bank was unable to continue their operations, and more recently, assisted with the assumption of First Republic Bank’s deposits and assets by JP Morgan Chase. These events exposed vulnerabilities in the banking sector, including uncertainties, significant volatility and contagion risk, any or all of which could have an adverse effect on our business, financial condition and results of operations.

In addition to the market-wide impacts, our reliance on financial institutions and non-traditional financial service providers such as fintechs as our primary customers expose us to additional risk from adverse events affecting the industry. The failure of financial institutions, the migration of deposits from smaller financial institutions to larger ones due to reduced confidence in or concerns about the stability of smaller financial institutions or non-traditional financial service providers, as well as consumers opening fewer new accounts at these institutions, may impact the quantity and timing of orders for our products. Additionally, the recent uncertainty in the banking sector, as well as broader economic conditions in general, may cause banks and financial institutions to implement precautionary measures such as reducing spending on card programs or being more selective about issuing or renewing cards to customers. Any of the foregoing events could result in lower demand for our products, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Critical vendors, third-party manufacturers, or other third parties on which we rely, could also be adversely affected by the liquidity and other risks related to bank failures, which in turn could result in material adverse impacts on our business, financial condition and results of operations. These could include, but may not be limited to, delayed access to deposits or other financial assets or the uninsured loss of deposits or other financial assets and difficulty in accessing commercial financing on acceptable terms or at all due to tightening credit markets, covenant terms and higher interest rates. Any third-party bankruptcy or insolvency, or any breach or default by a third party on which we rely, or

Table of Contents

the loss of any significant supplier relationships, could result in material adverse impacts on our business, financial condition and results of operations.

Item 6. Exhibits

Exhibit Number		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 – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Table of Contents

SIGNATURES

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.
August 8, 2023	/s/ Scott Scheirman
	Scott Scheirman
	Chief Executive Officer
	(Principal Executive Officer)

August 8, 2023	/s/ Jeffrey Hochstadt
	Jeffrey Hochstadt
	Chief Financial Officer
	(Principal Financial Officer)


August 8, 2023	/s/ Donna Abbey
	Donna Abbey
	Chief Accounting Officer
	(Principal Accounting Officer)