PMTS 8-K
CPI Card Group Inc. (PMTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition
On November 4, 2025, CPI Card Group Inc. (the “Company”) issued a press release announcing financial results for its fiscal quarter ended September 30, 2025 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
In connection with the issuance of the Earnings Release, the Company is holding a public conference call on November 4, 2025, during which John Lowe, President and Chief Executive Officer, and Jeffrey Hochstadt, Chief Financial Officer, will provide the presentation attached hereto as Exhibit 99.2. Information regarding access to the conference call and webcast is set forth in the Earnings Release.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
| Description |
99.1* | Press release issued by the Company on November 4, 2025, announcing the third quarter results. | |
99.2* | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
*The information furnished under Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CPI Card Group Inc. | |
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By: | /s/ Darren Dragovich | |
| Darren Dragovich | |
| Chief Legal and Compliance Officer | |
Date: November 4, 2025 | ||
Exhibit 99.1
CPI Card Group Inc. Reports Third Quarter 2025 Results
Date: November 4, 2025
Net Sales Increased 11% to $138 Million, Driven by Arroweye and Instant Issuance Solutions
Net Income Increased 78% to $2.3 Million; Adjusted EBITDA Decreased 7% to $23.4 Million
2025 Outlook Updated
Littleton, CO. November 4, 2025 -- CPI Card Group Inc. (Nasdaq: PMTS) (“CPI” or the “Company”), a payments technology company providing a comprehensive range of payment cards and related digital solutions, today reported financial results for the quarter ended September 30, 2025, and updated its financial outlook for 2025.
CPI’s third quarter net sales increased 11% to $138.0 million compared to a strong quarter in the prior year period. Growth was driven by the addition of Arroweye and increased sales from the instant issuance solutions business, partially offset by a decline in Prepaid sales.
Net income in the quarter increased 78% to $2.3 million, primarily due to costs related to debt retirement in the prior year period, and Adjusted EBITDA decreased 7% to $23.4 million, primarily due to lower gross margins, including the impact of tariff expenses in the current year period.
“We gained share with our core payment solutions and the Arroweye business continues to perform well,” said John Lowe, President and Chief Executive Officer. “Our Card@Once business also once again delivered strong growth, as we further penetrated the market with our leading SaaS-based solution.”
Lowe added, “We also continue to advance our strategic growth initiatives, and we expect to derive significant benefits from areas such as prepaid and instant issuance expansion and digital payment solutions penetration in the coming quarters and years.”
CPI updated its 2025 full year outlook, refining the net sales outlook to low double-digit to low teens growth and adjusting the Adjusted EBITDA outlook to a range of flat to low single-digit growth. The previous outlook was low double-digit to mid-teens net sales growth and mid-to-high single digit Adjusted EBITDA growth. The change from the prior outlook was driven by projected sales mix impacts in the Debit and Credit segment and order timing in the Prepaid segment.
The Company believes long-term growth trends for the U.S. card market remain strong, led by ongoing consumer card growth. Based on figures released by the networks, Visa and Mastercard® U.S. debit and credit cards in circulation increased at a compound annual growth rate of 7% for the three-year period ending June 30, 2025.
| ● | On May 6, 2025, CPI acquired Arroweye Solutions, Inc., a leading provider of digitally driven, on-demand payment card solutions for the U.S. market, for a final purchase price of $45.8 million. A press release providing details of the acquisition can be found on CPI’s investor relations website at https://investor.cpicardgroup.com. |
| ● | On October 7, 2025, the Company entered into a strategic relationship with and acquired a 20% equity interest in Karta (Gift Card Co Pty Ltd), an Australia-based payments technology firm also backed by the Commonwealth Bank of Australia. CPI and Karta are teaming to integrate Karta’s SafeToBuy technology with CPI’s prepaid solutions in the U.S. market. Total consideration for the transaction was $10.0 million, with $2.5 million paid in cash upon closing and the remainder to be paid through performance of a commercial arrangement. A press release providing details of the agreement can be found on CPI’s investor relations website at https://investor.cpicardgroup.com. Information on Karta and its SafeToBuy technology can be found at https://www.karta.com.au/safe-to-buy. |
| ● | CPI continues to advance its market and product expansion strategies, including healthcare payment solutions, digital offerings such as push provisioning capabilities for mobile wallets and payment card fraud solutions, and closed loop prepaid solutions. |
| ● | CPI continues to be a leading provider of eco-focused payment card solutions in the U.S. market, with more than 500 million eco-focused debit, credit, and prepaid card or package solutions sold. |
| ● | On July 15, 2025, CPI exercised the optional redemption feature on its 10% Senior Notes due 2029 and retired $20 million of principal at a redemption price of 103% of par, plus accrued interest. Following the retirement, the Company had $265 million of Senior Notes outstanding. |
Third Quarter 2025 Financial Highlights
Net sales increased 11% to $138.0 million in the third quarter of 2025, compared to the prior year period.
| ● | Debit and Credit segment net sales increased 16% to $115.3 million, driven by the addition of Arroweye and increased sales of Card@Once® instant issuance solutions. |
| ● | Prepaid Debit segment net sales decreased 7% to $23.3 million, primarily due to timing of sales in 2025 and strong sales of high value packaging solutions in the prior year period. |
Gross profit decreased 8% to $41.0 million and gross profit margin of 29.7% decreased from 35.8% in the prior year third quarter, as benefits from increased sales were offset by unfavorable sales mix and increased production costs, including the impact of tariffs and higher depreciation expense.
Income from operations decreased 27% to $13.0 million, primarily due to lower gross profit and acquisition and integration costs, and net income increased 78% to $2.3 million, or $0.19 diluted earnings per share, primarily due to debt retirement costs in the prior year period. Adjusted EBITDA decreased 7% to $23.4 million, as benefits from increased sales were offset by the impact of unfavorable sales mix and tariff expenses.
Year-to-date 2025 Financial Highlights
Net sales increased 10% year-over-year to $390.5 million in the first nine months of 2025, or 13% excluding the impact of the accounting change implemented in the second quarter related to revenue recognition timing for work-in-process orders.
| ● | Debit and Credit segment net sales increased 14% to $322.5 million, driven by increased sales of contactless cards and Card@Once® instant issuance solutions and the addition of Arroweye, partially offset by reduced sales in other personalization services. |
| ● | Prepaid Debit segment net sales decreased 5% to $69.3 million, or increased 8% excluding the accounting change, led by increased sales of higher-value packaging solutions to existing customers and increased sales of healthcare payment solutions. |
Gross profit decreased 5% to $121.8 million and gross profit margin of 31.2% decreased from 36.2% in the prior year, as benefits of operating leverage from increased sales were offset by impacts from unfavorable sales mix and increased production costs, including the impact of tariffs and higher depreciation expense.
Income from operations decreased 22% to $36.5 million and net income decreased 40% to $7.6 million, or $0.64 diluted earnings per share, primarily due to lower gross profit and Arroweye acquisition and integration costs, with the net income impact partially offset by lower debt retirement costs. Adjusted EBITDA decreased 4% to $67.1 million, as benefits from increased sales were offset by the impact of unfavorable sales mix and tariff expenses.
Balance Sheet, Liquidity and Cash Flow
The Company generated cash from operating activities of $19.9 million in the first nine months of 2025, which compared to $16.7 million in the prior year period; and Free Cash Flow of $6.1 million, which compared to $12.5 million in the prior year. The increase in operating cash flow was primarily driven by decreased working capital usage, while Free Cash Flow declined due to a $9.6 million increase in capital expenditures, including spending related to the new Indiana secure card production facility.
As of September 30, 2025, the Company had $16.0 million of cash and cash equivalents, $265 million of 10% Senior Secured Notes due 2029, and $47 million of borrowings from the ABL revolving credit facility outstanding, with a Net Leverage Ratio of 3.6x. During the third quarter, the Company retired $20 million principal of its 10% Senior Notes through the exercise of an optional redemption feature.
“We will continue to focus on improving margins, achieving synergies from the Arroweye acquisition, and reducing net leverage,” said Jeff Hochstadt, Chief Financial Officer of CPI. “We believe key investments in 2025 will help us progress these objectives, including driving strong cash flow and lower net leverage in future years.”
The Company’s capital structure and allocation priorities are focused on investing in the business, including strategic acquisitions; deleveraging the balance sheet; and returning funds to stockholders.
Outlook for 2025
The Company updated its outlook for 2025:
| ● | Net sales: low double-digit to low teens growth (previously low double-digit to mid-teens growth) |
| ● | Adjusted EBITDA: flat to low single-digit growth (previously mid-to-high single-digit growth) |
The change from the prior outlook was driven by projected sales mix impacts in the Debit and Credit segment and order timing in the Prepaid segment. The outlook reflects a stable economic environment and the impact of currently announced tariffs. The outlook does not reflect potential impact from proposed chip tariffs, as details of the proposed tariffs, including timing and exemptions, have not been announced.
Conference Call and Webcast
CPI Card Group Inc. will hold a conference call on November 4, 2025 at 9:00 a.m. Eastern Time to review its third quarter results. To participate in the Company's conference call via telephone or online:
U.S. dial-in number (toll-free): 888-330-3573
International: 646-960-0677
Conference ID: 8062733
Webcast Link: CPI Q3 Webcast or at https://investor.cpicardgroup.com
Participants are advised to login for the webcast 10 minutes prior to the scheduled start time.
A replay of the conference call will be available until November 11, 2025 at:
U.S. and Canada (toll-free): 800-770-2030
International: 609-800-9909
Canada: 647-362-9199
Conference ID: 8062733
A webcast replay of the conference call will also be available on CPI Card Group Inc.’s Investor Relations website: https://investor.cpicardgroup.com
Non-GAAP Financial Measures
In addition to financial results reported in accordance with U.S. generally accepted accounting principles (“GAAP”), we have provided the following non-GAAP financial measures in this release, all reported on a continuing operations basis: Net Sales excluding the Impact of an Accounting Change, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, LTM Adjusted EBITDA and Net Leverage Ratio. These non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis between fiscal periods and serve as
a basis for certain Company compensation programs. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Our non-GAAP measures may be different from similarly titled measures of other companies. Investors are encouraged to review the reconciliation of these historical non-GAAP measures to their most directly comparable GAAP financial measures included in Exhibit E and Exhibit F to this press release.
Net Sales excluding the Impact of an Accounting Change
Net Sales excluding the Impact of an Accounting Change has been presented in Exhibit F and defined as net sales excluding the impact from an accounting change implemented in the second quarter of 2025 resulting from the Company moving from over-time revenue recognition for certain WIP orders to point-in-time recognition (net sales booked when shipped). This adjustment reflects WIP orders that were recognized at the end of the first quarter of 2025 as if such orders were consistently recognized using point-in-time recognition during the second quarter of 2025 for the results for the second quarter of 2025 and reflects WIP orders that were recognized at December 31, 2024 as if such orders were consistently recognized using point-in-time recognition during the year to date period presented for 2025.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and LTM Adjusted EBITDA
Adjusted EBITDA is presented on a continuing operations basis and is defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation expense; estimated sales tax expense; restructuring and other charges, including executive retention and severance and acquisition-related costs; costs related to production facility modernization efforts; loss on debt extinguishment; foreign currency gain or loss, gross profit related to the impact from the accounting change related to revenue described above; and other items that are unusual in nature, infrequently occurring or not considered part of our core operations, as set forth in the reconciliation in Exhibit E. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding non-operational, unusual or non-recurring losses or gains. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expenses or the cash requirements necessary to service interest or principal payments on our debt; (d) tax payments that represent a reduction in cash available to us; (e) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; (f) the impact of earnings or charges resulting from matters that we and the lenders under our credit agreement may not consider indicative of our ongoing operations; or (g) the impact of any discontinued operations. In particular, our definition of Adjusted EBITDA allows us to add back certain non-operating, unusual or non-recurring charges that are deducted in calculating net income, even though these are expenses that may recur, vary greatly and are difficult to predict and can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses represent the reduction of cash that could be used for other purposes. Adjusted EBITDA margin as shown in Exhibit E is computed as Adjusted EBITDA divided by total net sales.
We define LTM Adjusted EBITDA as Adjusted EBITDA (defined previously) for the last twelve months. LTM Adjusted EBITDA is used in the computation of Net Leverage Ratio, and is reconciled in Exhibit E.
Free Cash Flow
We define Free Cash Flow as cash flow provided by (used in) operating activities less capital expenditures. We use this metric in analyzing our ability to service and repay our debt. However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to make principal payments on outstanding debt and financing lease liabilities. Free Cash Flow should not be considered in isolation, or as a substitute for, cash (used in) provided by operating activities or any other measures of liquidity derived in accordance with GAAP.
Net Leverage Ratio
Management and various investors use the ratio of debt principal outstanding, plus finance lease obligations, less cash, divided by LTM Adjusted EBITDA, or “Net Leverage Ratio”, as a measure of our financial strength when making key investment decisions and evaluating us against peers.
Financial Expectations for 2025
We have provided Adjusted EBITDA expectations for 2025 on a non-GAAP basis because certain reconciling items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant.
About CPI Card Group Inc.
CPI Card Group is a payments technology company providing a comprehensive range of payment cards and related digital solutions. With a focus on building personal relationships and earning trust, we help our customers navigate the constantly evolving world of payments, while delivering innovative solutions that spark connections and support their brands. We serve clients across industry, size, and scale through our team of experienced, dedicated employees, our network of technology and card service providers, and our high-security production and card services facilities, all located in the United States. CPI is committed to exceeding our customers’ expectations, transforming our industry, and enhancing the way people pay every day. Learn more at www.cpicardgroup.com.
Certain statements and information in this release (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “affirm,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” “committed,” “attempt,” “aim,” “target,” “objective,” “guides,” “seek,” “focus,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are
not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, including our financial outlook for 2025, the impact of our investments in Arroweye and other solutions, and our qualitative color on our business in 2025 and beyond; 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: (i) risks relating to our business and industry, such as a deterioration in general economic conditions, including due to inflationary conditions, resulting in reduced consumer confidence and business spending, and a decline in consumer credit worthiness impacting demand for our products; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our business; our failure to retain our existing key customers or identify and attract new customers; the highly competitive, saturated and consolidated nature of our marketplace; our inability to develop, introduce and commercialize new products and services, including due to our inability to undertake research and development activities; 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 or at all; system security risks, data protection breaches and cyber-attacks; the usage, or lack thereof, of artificial intelligence technologies; disruptions, delays or other failures in our supply chain, including as a result of inflationary pressures, single-source suppliers, failure or inability of suppliers to comply with our code of conduct or contractual requirements, trade restrictions, tariffs, foreign conflicts or political unrest in countries in which our suppliers operate, and our inability to pass related costs on to our customers or difficulty meeting customers’ delivery expectations due to extended lead times; changes in U.S. trade policy and the impact of tariffs on our business and results of operations; 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; defects in our software and computing systems; disruptions in production at one or more of our facilities due to weather conditions, climate change, political instability, or social unrest; problems in production quality, materials and process and costs relating to product defects and any related product liability and/or warranty claims and damage to our reputation; our inability to recruit, retain and develop qualified personnel, including key personnel, and implement effective succession processes; our substantial indebtedness, including the restrictive terms of our indebtedness and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our inability to make debt service payments or refinance such indebtedness; our inability to successfully execute on, integrate, or achieve the anticipated benefits of acquisitions, including the acquisition of Arroweye, or execute on divestitures, strategic relationships, or investments; our status as an accelerated filer and complying with the Sarbanes-Oxley Act of 2002 and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting and risks relating to investor confidence in our financial reporting; environmental, social and governance (“ESG”) preferences and demands of various stakeholders and the related impact on our ability to access capital, produce our products in conformity with stakeholder preferences, comply with stakeholder demands and comply with any related legal or regulatory requirements or restrictions; negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; damage to our reputation or brand image; the effects of climate change on our business; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; our inability to renew licenses with key technology licensors; our limited ability to raise
capital, which may lead to delays in innovation or the abandonment of our strategic initiatives; costs and impacts related to additional tax collection efforts by states, unclaimed property laws, or future increases in U.S. federal or state income taxes, resulting in additional expenses which we may be unable to pass along to our customers; our inability to realize the full value of our long-lived assets; costs and potential liabilities associated with compliance or failure to comply with laws and regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security standards or other industry standards; the effects of trade restrictions, delays or interruptions in our ability to source raw materials and components used in our products from foreign countries; the effects of ongoing foreign conflicts on the global economy; adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; 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; (ii) risks relating to ownership of our common stock, such as those associated with concentrated ownership of our stock by our significant stockholders and potential conflicts of interests with other stockholders; the impact of concentrated ownership of our common stock and the sale or perceived sale of a substantial amount of common stock on the trading volume and market price of our common stock; potential conflicts of interest that may arise due to our board of directors being comprised in part of directors who are principals of or were nominated by our significant stockholders; the influence of securities analysts over the trading market for and price of our common stock, particularly due to the lack of substantial research coverage of our common stock; the impact of stockholder activism or actual or threatened 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 significant stockholders to change the composition of our board of directors; and (iii) general risks, such as relating to our ability to comply with a wide variety of complex evolving laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings and the adequacy of our insurance policies; 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, 2024 filed with the SEC on March 4, 2025, in Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 7, 2025, and our other reports filed from time to time with the Securities and Exchange Commission (the “SEC”).
We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
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For more information:
CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.
CPI Card Group Inc. Investor Relations:
(877) 369-9016
CPI Card Group Inc. Media Relations:
CPI Card Group Inc. Earnings Release Supplemental Financial Information
Exhibit A | Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited for the three and nine months ended September 30, 2025 and 2024 |
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Exhibit B | Condensed Consolidated Balance Sheets – Unaudited as of September 30, 2025 and December 31, 2024 |
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Exhibit C | Condensed Consolidated Statements of Cash Flows – Unaudited for the nine months ended September 30, 2025 and 2024 |
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Exhibit D | Segment Summary Information – Unaudited for the three and nine months ended September 30, 2025 and 2024 |
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Exhibit E | Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and nine months ended September 30, 2025 and 2024 |
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Exhibit F | Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three and nine months ended September 30, 2025 and 2024 |
| | | | | | EXHIBIT A |
CPI Card Group Inc. and Subsidiaries | ||||||
Condensed Consolidated Statements of Operations and Comprehensive Income | ||||||
(in thousands, except share and per share amounts) | ||||||
(Unaudited) | ||||||
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
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| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Net sales: | | | | | | | | | | | | |
Products | | $ | 84,453 | | $ | 69,648 | | $ | 234,578 | | $ | 191,650 |
Services | | | 53,513 | | | 55,103 | | | 155,902 | | | 163,855 |
Total net sales | | | 137,966 | | | 124,751 | | | 390,480 | | | 355,505 |
Cost of sales: | | | | | | | | | | | | |
Products (exclusive of depreciation and amortization shown below) | | | 59,161 | | | 44,199 | | | 160,424 | | | 123,894 |
Services (exclusive of depreciation and amortization shown below) | | | 33,201 | | | 32,927 | | | 96,377 | | | 94,599 |
Depreciation and amortization | | | 4,611 | | | 2,927 | | | 11,870 | | | 8,408 |
Total cost of sales | | | 96,973 | | | 80,053 | | | 268,671 | | | 226,901 |
Gross profit | | | 40,993 | | | 44,698 | | | 121,809 | | | 128,604 |
Operating expenses: | | | | | | | | | | | | |
Selling, general and administrative (exclusive of depreciation and amortization shown below) | | | 26,471 | | | 25,674 | | | 81,257 | | | 77,942 |
Depreciation and amortization | | | 1,504 | | | 1,226 | | | 4,007 | | | 3,810 |
Total operating expenses | | | 27,975 | | | 26,900 | | | 85,264 | | | 81,752 |
Income from operations | | | 13,018 | | | 17,798 | | | 36,545 | | | 46,852 |
Other expense, net: | | | | | | | | | | | | |
Interest, net | | | (8,746) | | | (13,458) | | | (24,500) | | | (26,413) |
Loss on debt extinguishment | | | (287) | | | (2,987) | | | (287) | | | (2,987) |
Other expense, net | | | (242) | | | (534) | | | (237) | | | (677) |
Total other expense, net | | | (9,275) | | | (16,979) | | | (25,024) | | | (30,077) |
Income before income taxes | | | 3,743 | | | 819 | | | 11,521 | | | 16,775 |
Income tax (expense) benefit | | | (1,435) | | | 474 | | | (3,921) | | | (4,026) |
Net income | | $ | 2,308 | | $ | 1,293 | | $ | 7,600 | | $ | 12,749 |
| | | | | | | | | | | | |
Basic and diluted earnings per share: | | | | | | | | | | | | |
Basic earnings per share | | $ | 0.20 | | $ | 0.12 | | $ | 0.67 | | $ | 1.14 |
Diluted earnings per share | | $ | 0.19 | | $ | 0.11 | | $ | 0.64 | | $ | 1.08 |
| | | | | | | | | | | | |
Basic weighted-average shares outstanding | | | 11,353,329 | | | 11,107,126 | | | 11,298,986 | | | 11,141,264 |
Diluted weighted-average shares outstanding | | | 11,853,630 | | | 11,872,783 | | | 11,937,369 | | | 11,856,404 |
| | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | |
Net income | | $ | 2,308 | | $ | 1,293 | | $ | 7,600 | | $ | 12,749 |
Total comprehensive income | | $ | 2,308 | | $ | 1,293 | | $ | 7,600 | | $ | 12,749 |
| | | | EXHIBIT B | |
CPI Card Group Inc. and Subsidiaries | |||||
Condensed Consolidated Balance Sheets | |||||
(in thousands, except share and per share amounts) | |||||
(Unaudited) | |||||
| | | | | |
| September 30, | | December 31, | ||
| 2025 |
| 2024 | ||
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | $ | 15,955 | | $ | 33,544 |
Accounts receivable, net | | 90,773 | | | 85,491 |
Inventories, net | | 85,128 | | | 72,660 |
Prepaid expenses and other current assets | | 19,487 | | | 11,347 |
Total current assets | | 211,343 | | | 203,042 |
Plant, equipment, leasehold improvements and operating lease right-of-use assets, net | | 106,303 | | | 68,648 |
Intangible assets, net | | 19,744 | | | 10,492 |
Goodwill | | 50,648 | | | 47,150 |
Other assets | | 19,022 | | | 20,325 |
Total assets | $ | 407,060 | | $ | 349,657 |
Liabilities and stockholders’ deficit | | | | | |
Current liabilities: | | | | | |
Accounts payable | $ | 29,387 | | $ | 16,123 |
Accrued expenses | | 49,465 | | | 57,979 |
Deferred revenue and customer deposits | | 3,602 | | | 1,485 |
Total current liabilities | | 82,454 | | | 75,587 |
Long-term debt | | 308,433 | | | 280,405 |
Deferred income taxes | | 3,224 | | | 3,318 |
Other long-term liabilities | | 38,608 | | | 25,968 |
Total liabilities | | 432,719 | | | 385,278 |
| | | | | |
Commitments and contingencies | | | | | |
| | | | | |
Stockholders’ deficit: | | | | | |
Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024 | | — | | | — |
Common stock; $0.001 par value—100,000,000 shares authorized; 11,387,538 and 11,240,507 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | | 11 | | | 11 |
Capital deficit | | (103,067) | | | (105,429) |
Accumulated earnings | | 77,397 | | | 69,797 |
Total stockholders’ deficit | | (25,659) | | | (35,621) |
Total liabilities and stockholders’ deficit | $ | 407,060 | | $ | 349,657 |
| | | | | EXHIBIT C |
CPI Card Group Inc. and Subsidiaries | |||||
Condensed Consolidated Statements of Cash Flows | |||||
(in thousands) | |||||
(Unaudited) | |||||
| | | | | |
| Nine Months Ended September 30, | ||||
| 2025 |
| 2024 | ||
Operating activities | | | | | |
Net income | $ | 7,600 | | $ | 12,749 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation expense | | 12,730 | | | 9,448 |
Amortization expense | | 3,147 | | | 2,770 |
Stock-based compensation expense | | 4,537 | | | 6,936 |
Amortization of debt issuance costs | | 983 | | | 1,206 |
Loss on early extinguishment of debt | | 887 | | | 8,763 |
Deferred income taxes and other, net | | 4,245 | | | (1,781) |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable, net | | 4,150 | | | (5,878) |
Inventories | | (9,126) | | | (21,964) |
Prepaid expenses and other assets | | 1,177 | | | (19,343) |
Income taxes, net | | (5,178) | | | (602) |
Accounts payable | | 8,834 | | | 8,326 |
Accrued expenses and other liabilities | | (16,192) | | | 15,396 |
Deferred revenue and customer deposits | | 2,117 | | | 626 |
Cash provided by operating activities | | 19,911 | | | 16,652 |
Investing activities | | | | | |
Capital expenditures for plant, equipment and leasehold improvements, net | | (13,777) | | | (4,199) |
Cash paid for acquisition, net of cash acquired | | (42,442) | | | — |
Other | | 50 | | | 1 |
Cash used in investing activities | | (56,169) | | | (4,198) |
Financing activities | | | | | |
Proceeds from borrowings on debt | | 67,000 | | | 293,000 |
Payments on debt | | (40,000) | | | (275,897) |
Payments on finance leases and other obligations | | (5,967) | | | (3,688) |
Common stock repurchased | | — | | | (8,678) |
Debt issuance costs | | (264) | | | (6,583) |
Payment for debt early redemption premium | | (600) | | | (5,776) |
Taxes withheld and paid on stock-based compensation awards | | (1,500) | | | (2,595) |
Cash provided by (used in) financing activities | | 18,669 | | | (10,217) |
Net (decrease) increase in cash and cash equivalents | | (17,589) | | | 2,237 |
Cash and cash equivalents, beginning of period | | 33,544 | | | 12,413 |
Cash and cash equivalents, end of period | $ | 15,955 | | $ | 14,650 |
Supplemental disclosures of cash flow information | | | | | |
Cash paid (refunded) during the period for: | | | | | |
Interest | $ | 31,099 | | $ | 25,128 |
Income taxes paid | $ | 6,441 | | $ | 8,247 |
Income taxes refunded | $ | (60) | | $ | (409) |
Right-of-use assets obtained in exchange for lease obligations: | | | | | |
Operating leases | $ | 11,703 | | $ | 1,292 |
Financing leases | $ | 11,128 | | $ | 5,690 |
Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements | $ | 2,525 | | $ | 1,527 |
EXHIBIT D | ||||||||||||
CPI Card Group Inc. and Subsidiaries | ||||||||||||
Segment Summary Information | ||||||||||||
For the Three Months Ended September 30, 2025 and 2024 | ||||||||||||
(dollars in thousands) | ||||||||||||
(Unaudited) | ||||||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net Sales | | | | | | | | | | | | |
| | Three Months Ended September 30, | ||||||||||
|
| 2025 |
| 2024 |
| $ Change |
| % Change | ||||
Net sales by segment: | | | | | | | | | | | | |
Debit and Credit | | $ | 115,272 | | $ | 99,755 | | $ | 15,517 | | 15.6 | % |
Prepaid Debit | | | 23,335 | | | 25,173 | | | (1,838) | | (7.3) | % |
Eliminations | | | (641) | | | (177) | | | (464) | | * | % |
Total | | $ | 137,966 | | $ | 124,751 | | $ | 13,215 | | 10.6 | % |
* Calculation not meaningful | | | | | | | | | | | | |
| | Nine Months Ended September 30, | ||||||||||
|
| 2025 |
| 2024 |
| $ Change |
| % Change | ||||
Net sales by segment: | | | | | | | | | | | | |
Debit and Credit | | $ | 322,549 | | $ | 283,348 | | $ | 39,201 | | 13.8 | % |
Prepaid Debit | | | 69,270 | | | 73,186 | | | (3,916) | | (5.4) | % |
Eliminations | | | (1,339) | | | (1,029) | | | (310) | | * | % |
Total | | $ | 390,480 | | $ | 355,505 | | $ | 34,975 | | 9.8 | % |
Gross Profit | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | ||||||||||||||
|
| 2025 |
| % of Net |
| 2024 |
| % of Net |
| $ Change |
| % Change | |||||
Gross profit by segment: | | | | | | | | | | | | | | | | | |
Debit and Credit | | $ | 33,944 | | | 29.4 | % | $ | 36,131 | | 36.2 | % | $ | (2,187) | | (6.1) | % |
Prepaid Debit | | | 7,049 | | | 30.2 | % | | 8,567 | | 34.0 | % | | (1,518) | | (17.7) | % |
Total | | $ | 40,993 | | | 29.7 | % | $ | 44,698 | | 35.8 | % | $ | (3,705) | | (8.3) | % |
| | Nine Months Ended September 30, | | ||||||||||||||
|
| 2025 |
| % of Net |
| 2024 |
| % of Net |
| $ Change |
| % Change | |||||
Gross profit by segment: | | | | | | | | | | | | | | | | | |
Debit and Credit | | $ | 99,847 | | | 31.0 | % | $ | 101,790 | | 35.9 | % | $ | (1,943) | | (1.9) | % |
Prepaid Debit | | | 21,962 | | | 31.7 | % | | 26,814 | | 36.6 | % | | (4,852) | | (18.1) | % |
Total | | $ | 121,809 | | | 31.2 | % | $ | 128,604 | | 36.2 | % | $ | (6,795) | | (5.3) | % |
Income from Operations | | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | |||||||||||||
|
| | 2025 |
| % of Net |
| | 2024 |
| % of Net |
| | $ Change |
| % Change | ||
Income (loss) from operations by segment: | | | | | | | | | | | | | | | | | |
Debit and Credit | | $ | 21,277 | | | 18.5 | % | $ | 27,035 | | 27.1 | % | $ | (5,758) | | (21.3) | % |
Prepaid Debit | | | 5,883 | | | 25.2 | % | | 7,111 | | 28.2 | % | | (1,228) | | (17.3) | % |
Other | | | (14,142) | | | * | % | | (16,348) | | * | % | | 2,206 | | 13.5 | % |
Total | | $ | 13,018 | | | 9.4 | % | $ | 17,798 | | 14.3 | % | $ | (4,780) | | (26.9) | % |
| | | Nine Months Ended September 30, | | |||||||||||||
|
| | 2025 |
| % of Net |
| | 2024 |
| % of Net |
| | $ Change |
| % Change | ||
Income (loss) from operations by segment: | | | | | | | | | | | | | | | | | |
Debit and Credit | | $ | 66,033 | | | 20.5 | % | $ | 75,178 | | 26.5 | % | $ | (9,145) | | (12.2) | % |
Prepaid Debit | | | 18,053 | | | 26.1 | % | | 22,765 | | 31.1 | % | | (4,712) | | (20.7) | % |
Other | | | (47,541) | | | * | % | | (51,091) | | * | % | | 3,550 | | 6.9 | % |
Total | | $ | 36,545 | | | 9.4 | % | $ | 46,852 | | 13.2 | % | $ | (10,307) | | (22.0) | % |
EBITDA | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | ||||||||||||||
|
| 2025 |
| % of Net |
| 2024 |
| % of Net |
| $ Change |
| % Change | |||||
EBITDA by segment: | | | | | | | | | | | | | | | | | |
Debit and Credit | | $ | 25,152 | | | 21.8 | % | $ | 29,264 | | 29.3 | % | $ | (4,112) | | (14.1) | % |
Prepaid Debit | | | 7,016 | | | 30.1 | % | | 8,171 | | 32.5 | % | | (1,155) | | (14.1) | % |
Other | | | (13,564) | | | * | % | | (19,005) | | * | % | | 5,441 | | 28.6 | % |
Total | | $ | 18,604 | | | 13.5 | % | $ | 18,430 | | 14.8 | % | $ | 174 | | 0.9 | % |
| | Nine Months Ended September 30, | | ||||||||||||||
|
| 2025 |
| % of Net |
| 2024 |
| % of Net |
| $ Change |
| % Change | |||||
EBITDA by segment: | | | | | | | | | | | | | | | | | |
Debit and Credit | | $ | 75,667 | | | 23.5 | % | $ | 81,731 | | 28.8 | % | $ | (6,064) | | (7.4) | % |
Prepaid Debit | | | 21,434 | | | 30.9 | % | | 25,589 | | 35.0 | % | | (4,155) | | (16.2) | % |
Other | | | (45,203) | | | * | % | | (51,914) | | * | % | | 6,711 | | 12.9 | % |
Total | | $ | 51,898 | | | 13.3 | % | $ | 55,406 | | 15.6 | % | $ | (3,508) | | (6.3) | % |
Reconciliation of Income (Loss) from | | | | | | | | | | | |
Operations by Segment to EBITDA by Segment | | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended September 30, 2025 | ||||||||||
| Debit and Credit | | Prepaid Debit | | Other | | Total | ||||
EBITDA by segment: | | | | | | | | | | | |
Income (loss) from operations | $ | 21,277 | | $ | 5,883 | | $ | (14,142) | | $ | 13,018 |
Depreciation and amortization | | 4,113 | | | 1,134 | | | 868 | | | 6,115 |
Other income (expenses) | | (238) | | | (1) | | | (290) | | | (529) |
EBITDA | $ | 25,152 | | $ | 7,016 | | $ | (13,564) | | $ | 18,604 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended September 30, 2024 | ||||||||||
| Debit and Credit | | Prepaid Debit | | Other | | Total | ||||
EBITDA by segment: | | | | | | | | | | | |
Income (loss) from operations | $ | 27,035 | | $ | 7,111 | | $ | (16,348) | | $ | 17,798 |
Depreciation and amortization | | 2,198 | | | 1,061 | | | 894 | | | 4,153 |
Other income (expenses) | | 31 | | | (1) | | | (3,551) | | | (3,521) |
EBITDA | $ | 29,264 | | $ | 8,171 | | $ | (19,005) | | $ | 18,430 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Nine Months Ended September 30, 2025 | ||||||||||
| Debit and Credit | | Prepaid Debit | | Other | | Total | ||||
EBITDA by segment: | | | | | | | | | | | |
Income (loss) from operations | $ | 66,033 | | $ | 18,053 | | $ | (47,541) | | $ | 36,545 |
Depreciation and amortization | | 9,912 | | | 3,376 | | | 2,589 | | | 15,877 |
Other income (expenses) | | (278) | | | 5 | | | (251) | | | (524) |
EBITDA | $ | 75,667 | | $ | 21,434 | | $ | (45,203) | | $ | 51,898 |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Nine Months Ended September 30, 2024 | ||||||||||
| Debit and Credit | | Prepaid Debit | | Other | | Total | ||||
EBITDA by segment: | | | | | | | | | | | |
Income (loss) from operations | $ | 75,178 | | $ | 22,765 | | $ | (51,091) | | $ | 46,852 |
Depreciation and amortization | | 6,585 | | | 2,827 | | | 2,806 | | | 12,218 |
Other income (expenses) | | (32) | | | (3) | | | (3,629) | | | (3,664) |
EBITDA | $ | 81,731 | | $ | 25,589 | | $ | (51,914) | | $ | 55,406 |
EXHIBIT E
CPI Card Group Inc. and Subsidiaries | |||||||||||
Supplemental GAAP to Non-GAAP Reconciliation | |||||||||||
(dollars in thousands) | |||||||||||
(Unaudited) | |||||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
EBITDA and Adjusted EBITDA: | | | | | | | | | | | |
Net income | $ | 2,308 | | $ | 1,293 | | $ | 7,600 | | $ | 12,749 |
Interest, net (1) | | 8,746 | | | 13,458 | | | 24,500 | | | 26,413 |
Income tax expense (benefit) | | 1,435 | | | (474) | | | 3,921 | | | 4,026 |
Depreciation and amortization | | 6,115 | | | 4,153 | | | 15,877 | | | 12,218 |
EBITDA | $ | 18,604 | | $ | 18,430 | | $ | 51,898 | | $ | 55,406 |
| | | | | | | | | | | |
Adjustments to EBITDA: | | | | | | | | | | | |
Stock-based compensation expense | $ | 1,499 | | $ | 1,782 | | $ | 4,537 | | $ | 6,936 |
Acquisition and integration costs (2) | | 1,849 | | | — | | | 4,110 | | | — |
Restructuring and other charges (3) | | 1,190 | | | 1,881 | | | 3,317 | | | 4,639 |
Loss on debt extinguishment (4) | | 287 | | | 2,987 | | | 287 | | | 2,987 |
Change in revenue recognition (5) | | — | | | — | | | 2,929 | | | — |
Subtotal of adjustments to EBITDA | $ | 4,825 | | $ | 6,650 | | $ | 15,180 | | $ | 14,562 |
Adjusted EBITDA | $ | 23,429 | | $ | 25,080 | | $ | 67,078 | | $ | 69,968 |
Net income margin (% of Net sales) | | 1.7% | | | 1.0% | | | 1.9% | | | 3.6% |
Net income growth (% Change 2025 vs. 2024) | | 78.5% | | | | | | (40.4)% | | | |
Adjusted EBITDA margin (% of Net sales) | | 17.0% | | | 20.1% | | | 17.2% | | | 19.7% |
Adjusted EBITDA growth (% Change 2025 vs. 2024) | | (6.6)% | | | | | | (4.1)% | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
| 2025 | | 2024 | | 2025 | | 2024 | ||||
Free Cash Flow: | | | | | | | | | | | |
Cash provided by operating activities | $ | 9,974 | | $ | 12,544 | | $ | 19,911 | | $ | 16,652 |
Capital expenditures for plant, equipment and leasehold improvements, net | | (4,665) | | | (1,455) | | | (13,777) | | | (4,199) |
Free Cash Flow | $ | 5,309 | | $ | 11,089 | | $ | 6,134 | | $ | 12,453 |
| (1) | The 2024 balance includes the payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026. |
| (2) | Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025. |
| (3) | Balance includes expenses related to executive retention and severance, as well as production facility modernization efforts. |
| (4) | In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs. Additionally, the Company redeemed a portion of the 8.625% Senior Secured Notes due 2026 in 2023 and expensed the associated portion of the unamortized deferred financing costs. |
| (5) | In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time. |
| Last Twelve Months Ended | ||||
| September 30, | | December 31, | ||
| 2025 | | 2024 | ||
Reconciliation of net income to LTM EBITDA and Adjusted EBITDA: | | | | | |
Net income | $ | 14,372 | | $ | 19,521 |
Interest, net (1) | | 32,174 | | | 34,087 |
Income tax expense | | 5,401 | | | 5,506 |
Depreciation and amortization | | 20,079 | | | 16,420 |
EBITDA | $ | 72,026 | | $ | 75,534 |
| | | | | |
Adjustments to EBITDA: | | | | | |
Stock-based compensation expense | $ | 6,146 | | $ | 8,545 |
Acquisition and integration costs (2) | | 4,110 | | | — |
Restructuring and other charges (3) | | 3,488 | | | 4,810 |
Loss on debt extinguishment (4) | | 287 | | | 2,987 |
Change in revenue recognition (5) | | 2,929 | | | — |
Subtotal of adjustments to EBITDA | $ | 16,960 | | $ | 16,342 |
LTM Adjusted EBITDA | $ | 88,986 | | $ | 91,876 |
| As of | ||||
| September 30, | | December 31, | ||
| 2025 | | 2024 | ||
Calculation of Net Leverage Ratio: | | | | | |
Senior Notes | $ | 265,000 | | $ | 285,000 |
ABL Revolver | | 47,000 | | | — |
Finance lease obligations | | 28,569 | | | 22,801 |
Total debt | | 340,569 | | | 307,801 |
Less: Cash and cash equivalents | | (15,955) | | | (33,544) |
Total net debt (a) | $ | 324,614 | | $ | 274,257 |
LTM Adjusted EBITDA (b) | $ | 88,986 | | $ | 91,876 |
Net Leverage Ratio (a)/(b) | | 3.6 | | | 3.0 |
(1) | The 2024 balance includes the payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026. |
(2) | Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025. |
(3) | Balance includes executive retention and severance costs, expenses related to production facility modernization efforts, and expenses paid by the Company on behalf of the significant stockholders that entered into an underwriting agreement for the sale of an aggregate of 1,380,000 shares of CPI common stock to the public. |
(4) | In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs. |
(5) | In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time. |
EXHIBIT F | |||||||||||||||||
CPI Card Group Inc. and Subsidiaries | |||||||||||||||||
Supplemental GAAP to Non-GAAP Reconciliation | |||||||||||||||||
(dollars in thousands) | |||||||||||||||||
(Unaudited) | |||||||||||||||||
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2025 | | Three Months Ended September 30, 2024 | ||||||||||||||
| As Reported | | Impacts from Change in Revenue Recognition | | As Adjusted | | As Reported | | Impacts from Change in Revenue Recognition | | As Adjusted | ||||||
Consolidated CPI | | | | | | | | | | | | | | | | | |
Net Sales (1) | $ | 137,966 | | $ | — | | $ | 137,966 | | $ | 124,751 | | $ | 203 | | $ | 124,954 |
Net sales growth (% Change 2025 vs. 2024) | | 10.6% | | | | | | 10.4% | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Debit and Credit | | | | | | | | | | | | | | | | | |
Net Sales | $ | 115,272 | | $ | — | | $ | 115,272 | | $ | 99,755 | | $ | (110) | | $ | 99,645 |
Net sales growth (% Change 2025 vs. 2024) | | 15.6% | | | | | | 15.7% | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Prepaid Debit | | | | | | | | | | | | | | | | | |
Net Sales | $ | 23,335 | | $ | — | | $ | 23,335 | | $ | 25,173 | | $ | 313 | | $ | 25,486 |
Net sales growth (% Change 2025 vs. 2024) | | (7.3)% | | | | | | (8.4)% | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2025 | | Nine Months Ended September 30, 2024 | ||||||||||||||
| As Reported | | Impacts from Change in Revenue Recognition | | As Adjusted | | As Reported | | Impacts from Change in Revenue Recognition | | As Adjusted | ||||||
Consolidated CPI | | | | | | | | | | | | | | | | | |
Net Sales (1) | $ | 390,480 | | $ | 7,427 | | $ | 397,907 | | $ | 355,505 | | $ | (3,518) | | $ | 351,987 |
Net sales growth (% Change 2025 vs. 2024) | | 9.8% | | | | | | 13.0% | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Debit and Credit | | | | | | | | | | | | | | | | | |
Net Sales | $ | 322,549 | | $ | 2,059 | | $ | 324,608 | | $ | 283,348 | | $ | 370 | | $ | 283,718 |
Net sales growth (% Change 2025 vs. 2024) | | 13.8% | | | | | | 14.4% | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Prepaid Debit | | | | | | | | | | | | | | | | | |
Net Sales | $ | 69,270 | | $ | 5,368 | | $ | 74,638 | | $ | 73,186 | | $ | (3,888) | | $ | 69,298 |
Net sales growth (% Change 2025 vs. 2024) | | (5.4)% | | | | | | 7.7% | | | | | | | | | |
| (1) | For the three months ended September 30, 2025 and 2024, consolidated net sales include $641 and $177 of intersegment eliminations, respectively. For the nine months ended September 30, 2025 and 2024, consolidated net sales include $1,339 and $1,029 of intersegment eliminations, respectively. |
| Third Quarter 2025 Investor Presentation November 4, 2025 |
| 2 Cautionary Statements Forward Looking Statements Certain statements and information in this presentation (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “affirm,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “continue,” “committed,” “attempt,” “aim,” “target,” “objective,” “guides,” “seek,” “focus,” “provides guidance,” “provides outlook” or other similar expressions are intended to identify forward-looking statements, which are not historical in nature. These forward-looking statements, including statements about our strategic initiatives and market opportunities, including our financial outlook for 2025, the impact of our investments in Arroweye and other solutions, and our qualitative color on our business in 2025 and beyond; 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: (i) risks relating to our business and industry, such as a deterioration in general economic conditions, including due to inflationary conditions, resulting in reduced consumer confidence and business spending, and a decline in consumer credit worthiness impacting demand for our products; the unpredictability of our operating results, including an inability to anticipate changes in customer inventory management practices and its impact on our business; our failure to retain our existing key customers or identify and attract new customers; the highly competitive, saturated and consolidated nature of our marketplace; our inability to develop, introduce and commercialize new products and services, including due to our inability to undertake research and development activities; 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 or at all; system security risks, data protection breaches and cyber-attacks; the usage, or lack thereof, of artificial intelligence technologies; disruptions, delays or other failures in our supply chain, including as a result of inflationary pressures, single-source suppliers, failure or inability of suppliers to comply with our code of conduct or contractual requirements, trade restrictions, tariffs, foreign conflicts or political unrest in countries in which our suppliers operate, and our inability to pass related costs on to our customers or difficulty meeting customers’ delivery expectations due to extended lead times; changes in U.S. trade policy and the impact of tariffs on our business and results of operations; 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; defects in our software and computing systems; disruptions in production at one or more of our facilities due to weather conditions, climate change, political instability, or social unrest; problems in production quality, materials and process and costs relating to product defects and any related product liability and/or warranty claims and damage to our reputation; our inability to recruit, retain and develop qualified personnel, including key personnel, and implement effective succession processes; our substantial indebtedness, including the restrictive terms of our indebtedness and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our inability to make debt service payments or refinance such indebtedness; our inability to successfully execute on, integrate, or achieve the anticipated benefits of acquisitions, including the acquisition of Arroweye, or execute on divestitures, strategic relationships, or investments; our status as an accelerated filer and complying with the Sarbanes-Oxley Act of 2002 and the costs associated with such compliance and implementation of procedures thereunder; our failure to maintain effective internal control over financial reporting and risks relating to investor confidence in our financial reporting; environmental, social and governance (“ESG”) preferences and demands of various stakeholders and the related impact on our ability to access capital, produce our products in conformity with stakeholder preferences, comply with stakeholder demands and comply with any related legal or regulatory requirements or restrictions; negative perceptions of our products due to the impact of our products and production processes on the environment and other ESG-related risks; damage to our reputation or brand image; the effects of climate change on our business; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation, infringement claims brought against us and risks related to open source software; our inability to renew licenses with key technology licensors; our limited ability to raise capital, which may lead to delays in innovation or the abandonment of our strategic initiatives; costs and impacts related to additional tax collection efforts by states, unclaimed property laws, or future increases in U.S. federal or state income taxes, resulting in additional expenses which we may be unable to pass along to our customers; our inability to realize the full value of our long-lived assets; costs and potential liabilities associated with compliance or failure to comply with laws and regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security; our failure to operate our business in accordance with the Payment Card Industry Security Standards Council security standards or other industry standards; the effects of trade restrictions, delays or interruptions in our ability to source raw materials and components used in our products from foreign countries; the effects of ongoing foreign conflicts on the global economy; adverse conditions in the banking system and financial markets, including the failure of banks and financial institutions; 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; (ii) risks relating to ownership of our common stock, such as those associated with concentrated ownership of our stock by our significant stockholders and potential conflicts of interests with other stockholders; the impact of concentrated ownership of our common stock and the sale or perceived sale of a substantial amount of common stock on the trading volume and market price of our common stock; potential conflicts of interest that may arise due to our board of directors being comprised in part of directors who are principals of or were nominated by our significant stockholders; the influence of securities analysts over the trading market for and price of our common stock, particularly due to the lack of substantial research coverage of our common stock; the impact of stockholder activism or actual or threatened 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 significant stockholders to change the composition of our board of directors; and (iii) general risks, such as relating to our ability to comply with a wide variety of complex evolving laws and regulations and the exposure to liability for any failure to comply; the effect of legal and regulatory proceedings and the adequacy of our insurance policies; 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, 2024 filed with the SEC on March 4, 2025, in Part II, Item 1A, Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 7, 2025, and our other reports filed from time to time with the Securities and Exchange Commission (the “SEC”). We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures In addition to financial results reported in accordance with U.S. generally accepted accounting principles (“GAAP”), we have provided the following non-GAAP financial measures in this presentation, all reported on a continuing operations basis: net sales excluding the impact of an accounting change, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow, LTM Adjusted EBITDA and Net Leverage Ratio. These non-GAAP financial measures are utilized by management in comparing our operating performance on a consistent basis between fiscal periods and serve as a basis for certain Company compensation programs. We believe that these financial measures are appropriate to enhance an overall understanding of our underlying operating performance trends compared to historical and prospective periods and our peers. Management also believes that these measures are useful to investors in their analysis of our results of operations and provide improved comparability between fiscal periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Our non-GAAP measures may be different from similarly titled measures of other companies. Investors are encouraged to review the reconciliation of these historical non-GAAP measures to their most directly comparable GAAP financial measures included in the appendix to this presentation. |
| 3 Agenda Overview and Strategy Q3 Financial Review 2025 Outlook Summary 1 2 3 4 |
| Overview 4 Q3 results in-line with expectations Net sales increased 11% o Comparisons with very strong prior year quarter o Arroweye performing well o Card@Once® instant issuance delivering strong growth Margin pressures from sales mix and increased production costs, including tariff expenses 2025 full-year net sales and Adjusted EBITDA¹ outlook updated Net sales outlook range refined to low double-digit to low teens growth Adjusted EBITDA¹ outlook changed to flat to low single-digit growth Accelerated sales and Adjusted EBITDA growth expected in the Fourth Quarter 1) Adjusted EBITDA is not a measurement of financial performance prepared in accordance with GAAP. We have provided non-GAAP Adjusted EBITDA expectations for 2025 because certain reconciling items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant. |
| Strategy Review 5 The Contactless Indicator mark, consisting of four graduating arcs, is a trademark owned by and used with permission of EMVCo, LLC. Strategic Pillars Customer focus Quality and efficiency Innovation and diversification People and culture Expand Addressable Markets Leverage technology connections and relationships within the U.S. payments eco-system to offer additional payment solutions, including digital solutions, for new customers and base of thousands of existing customers Provide existing solutions to new customer verticals Vision: To be the most trusted partner for innovative payment technology solutions |
| Strategy: Expand Addressable Markets 6 Multiple growth initiatives / investments in various stages of implementation New Indiana secure card production facility Arroweye expansion Card@Once® instant issuance expansion Growing interest in other digital solutions Expanded healthcare payment card solutions Entry into closed loop prepaid packages market in U.S. Sales of metal cards Strategic relationship with, and investment in, Karta, Australia-based prepaid program manager and payments technology firm o Integrating Karta’s SafeToBuy digital, chip-enabled card validation with CPI’s prepaid solutions for the U.S. market CPI Confidential and Proprietary | Not for distribution |
| 2025 Q3 Financial Review 7 |
| Third Quarter Financial Highlights 8 1) Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance prepared in accordance with GAAP. See “Reconciliations of Non-GAAP Financial Measures” at the end of this document for more information and reconciliations to the most directly comparable GAAP financial measures. Net sales increase driven by the addition of Arroweye and growth in instant issuance; partially offset by a decline in Prepaid sales Gross margin decrease driven by sales mix and increased production costs, including tariffs and higher depreciation SG&A increase driven by acquisition and integration costs and addition of Arroweye operating expenses, partially offset by lower employee performance-based incentive compensation and severance expenses Net income increase primarily due to debt retirement costs in the prior year Adjusted EBITDA1 decrease from sales growth, including addition of Arroweye; partially offset by lower gross margin Commentary (in millions, except per share data) Q3 25 Q3 24 % Change Net Sales $ 138.0 $ 124.8 11% Gross Profit $ 41.0 $ 44.7 -8% % Margin 29.7% 35.8% SG&A (including D&A) $ 28.0 $ 26.9 4% Net Income $ 2.3 $ 1.3 78% Net Income as a % of sales 1.7% 1.0% Diluted EPS $ 0.19 $ 0.11 79% Adjusted EBITDA1 $ 23.4 $ 25.1 -7% % Margin 1 17.0% 20.1% |
| Nine Months Financial Highlights 9 1) Adjusted EBITDA and Adjusted EBITDA margin are not measurements of financial performance prepared in accordance with GAAP. See “Reconciliations of Non-GAAP Financial Measures” at the end of this document for more information and reconciliations to the most directly comparable GAAP financial measures. Net sales increase driven primarily by contactless debit and credit cards, instant issuance solutions, and the addition of Arroweye, partially offset by decreased personalization services and decreased Prepaid sales due to the impact of the revenue recognition accounting change Gross margin decrease driven by sales mix and increased production costs, including tariffs, depreciation, and expenses related to production facility transition SG&A increase driven by acquisition and integration costs and the addition of Arroweye operating expenses, partially offset by decreased employee performance-based incentive compensation and prior year costs related to the prior CEO retention agreement Net income decrease primarily due to lower gross profit and increased SG&A, partially offset by debt retirement costs in the prior year period Adjusted EBITDA1 decrease driven by lower gross margin Commentary (in millions, except per share data) YTD 25 YTD 24 % Change Net Sales $ 390.5 $ 355.5 10% Gross Profit $ 121.8 $ 128.6 -5% % Margin 31.2% 36.2% SG&A (including D&A) $ 85.3 $ 81.8 4% Net Income $ 7.6 $ 12.7 -40% Net Income as a % of sales 1.9% 3.6% Diluted EPS $ 0.64 $ 1.08 -41% Adjusted EBITDA1 $ 67.1 $ 70.0 -4% % Margin 1 17.2% 19.7% |
| Financial Highlights - Segments Debit and Credit Q3 Net Sales & Operating Income Q3 Net Sales & Operating Income Prepaid Debit ($ in millions) 24.0% 29.8% Operating Income & Margin Net Sales 37.0% 27.7% Operating Income & Margin $20.4 $19.2 $15.9 $22.1 24.3% 23.4% Net Sales $94.2 $93.2 $93.2 $94.2 26.9% 26.9% 2024 2025 $99.8 $115.3 2024 2025 27.1% 18.5% $27.0 $21.3 2024 2025 $25.2 $23.3 2024 2025 28.2% 25.2% $5.9 $7.1 10 Nine Months Net Sales & Operating Income Nine Months Net Sales & Operating Income 2024 $207.3 2025 Net Sales Operating Income & Margin Net Sales Operating Income & Margin $283.3 $322.5 2024 2025 $73.2 $69.3 31.1% 26.1% $18.1 $22.8 2024 2025 2024 2025 26.5% 20.5% $75.2 $66.0 |
| Balance Sheet, Liquidity, Net Leverage and Cash Flow 11 $ in millions 2025 Highlights: Completed Arroweye acquisition for a purchase price of ~$46 million in May Ongoing investment in new Indiana secure card production facility to expand capacity and increase capabilities Redeemed $20 million of 10% Senior Notes in July Expanded ABL facility from $75 million to $100 million in July Year-to-date cash provided by operating activities increased, driven by lower working capital usage; Free Cash Flow2 decreased due to increased capital spending Net Leverage Ratio¹ of 3.6x as of September 30, 2025 ▪ Ratio temporarily increased to fund Arroweye acquisition 1) “Available Liquidity” is cash plus borrowing available on our ABL Revolver. “Net Leverage Ratio” is a Supplemental Financial Measure, see “Supplemental Financial Measures” at the end of this document for more information. “Total Debt” includes finance leases. 2) Adjusted EBITDA (LTM) and Free Cash Flow are not measurements of financial performance prepared in accordance with GAAP. See “Reconciliations of Non-GAAP Financial Measures” at the end of this document for more information and reconciliations to the most directly comparable GAAP financial measures. Balance Sheet, Liquidity and Net Leverage Ratio Sep. 30, 2025 Dec. 31, 2024 Cash on hand $ 16.0 $ 33.5 Available Liquidity1 $ 66 $ 106 Total Debt1 $ 340.6 $ 307.8 Adjusted EBITDA (LTM)2 $ 89.0 $ 91.9 Net Leverage Ratio1 3.6x 3.0x Cash Flow YTD 2025 YTD 2024 Cash provided by operating activities $ 19.9 $ 16.7 Capital Expenditures $ (13.8) $ (4.2) Free Cash Flow2 $ 6.1 $ 12.5 |
| 1,127 1,155 1,206 1,221 1,252 1,267 1,296 1,323 1,353 1,378 1,411 1,412 1,369 656 674 679 693 725 738 751 760 763 784 795 808 818 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Debit Credit 12 2,047 2,083 2,116 2,162 2,206 2,220 1,783 1,829 1,885 1,914 1,977 2,005 Source: Visa and Mastercard Operational Performance Data Visa and Mastercard U.S. Cards in Circulation Cards in circulation have grown at a 7% CAGR over the last three years to 2.2 B, up from 1.8 B 2,187 |
| 2025 Outlook 13 Net Sales and Adjusted EBITDA outlooks updated to reflect projected sales mix and timing of orders Full-year outlook 2025 ▪ Net Sales: low double-digit to low teens growth (previously low double-digit to mid-teens) ▪ Adjusted EBITDA¹: flat to low single-digit growth (previously mid-to-high single-digit) ▪ Outlook does not reflect potential impact of proposed tariffs on chips announced August 6 Long-term growth trends remain intact ▪ Growth in U.S. cards in circulation ▪ Recurring nature of business ▪ Trends toward adoption of complementary digital solutions and higher value fraud prevention solutions 1) Adjusted EBITDA is not a measurement of financial performance prepared in accordance with GAAP. We have provided non-GAAP Adjusted EBITDA expectations for 2025 because certain reconciling items are dependent on future events that either cannot be controlled or cannot be reliably predicted because they are not part of the Company’s routine activities, any of which could be significant. |
| Summary 14 Third Quarter in-line with expectations Net sales and Adjusted EBITDA outlook for 2025 updated Outlook changes reflect projected sales mix in Debit and Credit and timing in Prepaid Strong growth expected in the fourth quarter Long-term secular trends remain intact CPI well-positioned with innovative and high-quality solutions and strong customer focus Strategic focus to build from current foundation and expand into adjacencies, including digital solutions |
| Contact (877) 369-9016 [email protected] www.cpicardgroup.com 15 |
| Reconciliations of Non-GAAP Financial Measures 16 Adjusted EBITDA and Adjusted EBITDA Margin EBITDA represents earnings before interest, taxes, depreciation and amortization, all on a continuing operations basis. Adjusted EBITDA is presented on a continuing operations basis and is defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation expense; estimated sales tax expense, restructuring and other charges, including executive retention and severance and acquisition-related costs; costs related to production facility modernization efforts; loss on debt extinguishment; foreign currency gain or loss; and other items that are unusual in nature, infrequently occurring or not considered part of our core operations. Adjusted EBITDA is intended to show our unleveraged, pre-tax operating results and therefore reflects our financial performance based on operational factors, excluding non-operational, unusual or non-recurring losses or gains. Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. For example, Adjusted EBITDA does not reflect: (a) our capital expenditures, future requirements for capital expenditures or contractual commitments; (b) changes in, or cash requirements for, our working capital needs; (c) the significant interest expenses or the cash requirements necessary to service interest or principal payments on our debt; (d) tax payments that represent a reduction in cash available to us; (e) any cash requirements for the assets being depreciated and amortized that may have to be replaced in the future; (f) the impact of earnings or charges resulting from matters that we and the lender under our credit agreement may not consider indicative of our ongoing operations; or (g) the impact of any discontinued operations. In particular, our definition of Adjusted EBITDA allows us to add back certain non-operating, unusual or non-recurring charges that are deducted in calculating net income, even though these are expenses that may recur, vary greatly and are difficult to predict and can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses represent the reduction of cash that could be used for other purposes. (1) The 2024 balance includes payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026. (2) Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025. (3) Balance includes expenses related to executive retention and severance, as well as production facility modernization efforts. (4) In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs. Additionally, the Company redeemed a portion of the 8.625% Senior Secured Notes due 2026 in 2023 and expensed the associated portion of the unamortized deferred financing costs. (5) In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time. Reconciliation of net income to EBITDA and Adjusted EBITDA: Net income $ 2.3 $ 1.3 $ 7.6 $ 12.7 Interest, net (1) 8.7 13.5 24.5 26.4 Income tax expense (benefit) 1.4 (0.5) 3.9 4.0 Depreciation and amortization 6.1 4.2 15.9 12.2 EBITDA $ 18.6 $ 18.4 $ 51.9 $ 55.4 Adjustments to EBITDA: Stock-based compensation expense $ 1.5 $ 1.8 $ 4.5 $ 6.9 Acquisition and integration costs (2) 1.8 — 4.1 — Restructuring and other charges (3) 1.2 1.9 3.3 4.6 Loss on debt extinguishment (4) 0.3 3.0 0.3 3.0 Change in revenue recognition (5) — — 2.9 — Subtotal of adjustments to EBITDA $ 4.8 $ 6.7 $ 15.2 $ 14.6 Adjusted EBITDA $ 23.4 $ 25.1 $ 67.1 $ 70.0 Net income margin (% of Net sales) 1.7% 1.0% 1.9% 3.6% Net income growth (% Change 2025 vs. 2024) 78.5% (40.4)% Adjusted EBITDA margin (% of Net sales) 17.0% 20.1% 17.2% 19.7% Adjusted EBITDA growth (% Change 2025 vs. 2024) (6.6)% (4.1)% ($ in millions) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 |
| Reconciliations of Non-GAAP Financial Measures 17 LTM Adjusted EBITDA We define LTM Adjusted EBITDA as adjusted EBITDA (defined previously) for the last twelve months. Free Cash Flow We define Free Cash Flow as cash flow from operating activities less capital expenditures. We use this metric in analyzing our ability to service and repay our debt. However, this measure does not represent funds available for investment or other discretionary uses since it does not deduct cash used to make principal payments on outstanding debt and financing lease liabilities. (1) The 2024 balance includes payment of an early redemption premium of $5.8 million related to the redemption of the 8.625% Senior Secured Notes due 2026. (2) Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025. (3) Balance includes expenses related to executive retention and severance, as well as production facility modernization efforts. (4) In July 2024, the Company redeemed the entire principal balance of $267.9 million of the 8.625% Senior Secured Notes due 2026 and also repaid in full and terminated a prior Credit Agreement with Wells Fargo Bank, N.A. entered into in March 2021, and expensed the remaining unamortized deferred financing costs. Additionally, the Company redeemed a portion of the 8.625% Senior Secured Notes due 2026 in 2023 and expensed the associated portion of the unamortized deferred financing costs. (5) In the second quarter of 2025, the Company reassessed certain aspects of its revenue recognition accounting under ASC 606 and prospectively began recognizing revenue for certain contracts at a point-in-time rather than over-time. Last Twelve Months Ended September 30, 2025 December 31, 2024 Reconciliation of net income to LTM EBITDA and Adjusted EBITDA: ($ in millions) Net income $ 14.4 $ 19.5 Interest, net (1) 32.2 34.1 Income tax expense 5.4 5.5 Depreciation and amortization 20.1 16.4 EBITDA $ 72.0 $ 75.5 Adjustments to EBITDA: Stock-based compensation expense $ 6.1 $ 8.5 Acquisition and integration costs (2) 4.1 — Restructuring and other charges (3) 3.5 4.8 Loss on debt extinguishment (4) 0.3 3.0 Change in revenue recognition (5) 2.9 — Subtotal of adjustments to EBITDA $ 17.0 $ 16.3 LTM Adjusted EBITDA $ 89.0 $ 91.9 Reconciliation of cash provided by operating activities - (GAAP) to Free Cash Flow: Cash provided by operating activities $ 10.0 $ 12.5 $ 19.9 $ 16.7 Capital expenditures for plant, equipment and leasehold improvements, net (4.7) (1.5) (13.8) (4.2) Free Cash Flow $ 5.3 $ 11.1 $ 6.1 $ 12.5 ($ in millions) Three Months Ended September 30, Nine Months Ended June 30, 2025 2024 2025 2024 |
| Supplemental Financial Measures 18 Net Leverage Ratio Management and various investors use the ratio of debt principal outstanding, plus finance lease obligations, less cash divided by LTM Adjusted EBITDA, or “Net Leverage Ratio,” as a measure of our financial strength when making key investment decisions and evaluating us against peers. Calculation of Net Leverage Ratio: Senior Notes $ 265.0 $ 285.0 ABL Revolver 47.0 — Finance lease obligations 28.6 22.8 Total debt 340.6 307.8 Less: Cash and cash equivalents (16.0) (33.5) Total net debt (a) $ 324.6 $ 274.3 LTM Adjusted EBITDA (b) $ 89.0 $ 91.9 Net Leverage Ratio (a)/(b) 3.6 3.0 As of September 30, 2025 December 31, 2024 ($ in millions) |
