CPI Card Group Inc. Reports Second Quarter 2025 Results
Net Sales Increased
Net Income Decreased, Impacted by Acquisition Costs and Restructuring Charges; Adjusted EBITDA Increased
2025 Net Sales Outlook Increased; Adjusted EBITDA Outlook Unchanged
CPI’s second quarter net sales increased
Net income in the quarter decreased
“We are excited about Arroweye’s performance and continued growth from our portfolio of payment solutions, with especially strong momentum from our SaaS-based instant issuance solution,� said John Lowe, President and Chief Executive Officer. “We have had great feedback on Arroweye from our customers and are actively pursuing both revenue and operating synergies to drive long-term profitability growth.�
Lowe continued, “Our other strategic investments in healthcare payments, the closed-loop Prepaid business, and digital solutions are also creating incremental growth opportunities beyond our core market, while investment in our new production facility should provide increased capacity, capabilities, and efficiencies for our existing business.�
CPI updated its 2025 full year outlook and now projects low double-digit to mid-teens net sales growth, compared to the previous outlook of mid-to-high single-digit growth. The change from prior outlook primarily reflects the addition of Arroweye. The Adjusted EBITDA outlook of mid-to-high single-digit growth is unchanged from the prior outlook, with expected benefits from the addition of Arroweye offset by increased tariffs and unfavorable sales mix. The outlook does not reflect potential impacts from the proposed chip tariffs announced August 6, 2025.
The Company believes long-term growth trends for the
2025 Business Highlights
- 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. A press release providing details of the acquisition can be found on CPI’s investor relations website at .
-
CPI continues to be the leading provider of Software-as-a-Service-based instant issuance solutions in the
U.S. , with more than 17,000 Card@Once® installations across more than 2,000 financial institutions, which generate strong recurring revenue streams from ongoing processing activities. - 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 450 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 of principal at a redemption price of$20 million 103% of par, plus accrued interest. Following the retirement, the Company had of Senior Notes outstanding.$265 million
Second Quarter 2025 Financial Highlights
Net sales increased
-
Debit and Credit segment net sales increased
16% to , or$110.8 million 18% excluding the accounting change, driven by the addition of Arroweye, increased sales of contactless cards including metal cards, and strong growth from Card@Once® instant issuance solutions. -
Prepaid Debit segment net sales decreased
19% to , or increased$19.2 million 4% excluding the accounting change.
Gross profit decreased
Income from operations decreased
The impact from the accounting change implemented in the second quarter resulted from the Company moving from over-time revenue recognition for certain work-in-process (“WIP�) orders to point-in-time recognition (revenue booked when shipped). This resulted in a one-time, non-cash, negative transition impact in the second quarter as approximately
First Half 2025 Financial Highlights
Net sales increased
-
Debit and Credit segment net sales increased
13% to , or$207.3 million 14% excluding the accounting change, driven by increased sales of contactless cards and Card@Once® instant issuance solutions and the addition of Arroweye. -
Prepaid Debit segment net sales decreased
4% to , or increased$45.9 million 17% 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
Income from operations decreased
Balance Sheet, Liquidity and Cash Flow
The Company generated cash from operating activities of
In May 2025, the Company completed the acquisition of Arroweye Solutions, Inc., a leading provider of digitally driven on-demand payment card solutions for the U.S. market, for a purchase price of
As of June 30, 2025, the Company had
“We’re pleased with the growth of the business, while we are also managing operating expenses tightly to help counter gross margin pressures, including the impact of tariffs,� said Jeff Hochstadt, Chief Financial Officer of CPI. “This is also a large investment year for CPI to help drive long-term growth acceleration and operating efficiencies. We plan to utilize future free cash flow over time to drive down net leverage, which was impacted by the Arroweye acquisition and other investments this year.�
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 mid-teens growth, compared to the prior outlook of mid-to-high single-digit growth. The change from prior outlook reflects the addition of Arroweye, partially offset by the negative impact of the accounting change for revenue recognition timing of work-in-process orders.
- Adjusted EBITDA: mid-to-high single-digit growth, unchanged from prior outlook as contribution from the Arroweye acquisition is expected to be offset by increased tariff expenses and unfavorable sales mix.
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 announced on August 6, 2025, as details on 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 August 8, 2025 at 9:00 a.m. Eastern Time (ET) to review its second quarter results. To participate in the Company's conference call via telephone or online:
International: 646-960-0677
Conference ID: 8062733
Webcast Link: or at
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 August 15, 2025 at:
International: 609-800-9909
Conference ID: 8062733
A webcast replay of the conference call will also be available on CPI Card Group Inc.’s Investor Relations website:
Non-GAAP Financial Measures
In addition to financial results reported in accordance with
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.
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.
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.
Net Leverage Ratio
Management and various investors use the ratio of debt principal outstanding, plus finance lease obligations, less cash, divided by LTM Adjusted EBITDA, or “Net Leverage Ratio�, as a measure of our financial strength when making key investment decisions and evaluating us against peers.
About CPI Card Group Inc.
CPI Card Group is a payments technology company providing a comprehensive range of 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 and our network of high-security production and card services facilities, all located in
Forward-Looking Statements
Certain statements and information in this release (as well as information included in other written or oral statements we make from time to time) may contain or constitute “forward-looking statements� within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act�). The words “believe,� “estimate,� “project,� “expect,� “anticipate,� “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
We caution and advise readers not to place undue reliance on forward-looking statements, which speak only as of the date hereof. These statements are based on assumptions that may not be realized and involve risks and uncertainties that could cause actual results or other events to differ materially from the expectations and beliefs contained herein. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
For more information:
CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.
CPI Card Group Inc. Earnings Release Supplemental Financial Information
Exhibit A |
Condensed Consolidated Statements of Operations and Comprehensive Income - Unaudited for the three and six months ended June 30, 2025 and 2024 |
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Exhibit B |
Condensed Consolidated Balance Sheets � Unaudited as of June 30, 2025 and December 31, 2024 |
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Exhibit C |
Condensed Consolidated Statements of Cash Flows � Unaudited for the six months ended June 30, 2025 and 2024 |
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Exhibit D |
Segment Summary Information � Unaudited for the three and six months ended June 30, 2025 and 2024 |
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Exhibit E |
Supplemental GAAP to Non-GAAP Reconciliations � Unaudited for the three and six months ended June 30, 2025 and 2024 |
Exhibit F |
Supplemental GAAP to Non-GAAP Reconciliations � Unaudited for the three and six months ended June 30, 2025 and 2024 |
EXHIBIT A |
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CPI Card Group Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands, except share and per share amounts) (Unaudited) |
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|
|
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||||||||
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Three Months Ended June 30, |
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Six Months Ended June 30, |
||||||||||||
|
|
|
2025 |
|
|
|
2024 |
|
|
|
2025 |
|
|
|
2024 |
|
Net sales: |
|
|
|
|
|
|
|
|
||||||||
Products |
|
$ |
80,950 |
|
|
$ |
63,844 |
|
|
$ |
150,125 |
|
|
$ |
122,002 |
|
Services |
|
|
48,803 |
|
|
|
54,974 |
|
|
|
102,389 |
|
|
|
108,752 |
|
Total net sales |
|
|
129,753 |
|
|
|
118,818 |
|
|
|
252,514 |
|
|
|
230,754 |
|
Cost of sales: |
|
|
|
|
|
|
|
|
||||||||
Products (exclusive of depreciation and amortization shown below) |
|
|
54,978 |
|
|
|
41,893 |
|
|
|
101,263 |
|
|
|
79,695 |
|
Services (exclusive of depreciation and amortization shown below) |
|
|
30,546 |
|
|
|
31,743 |
|
|
|
63,176 |
|
|
|
61,672 |
|
Depreciation and amortization |
|
|
4,109 |
|
|
|
2,794 |
|
|
|
7,259 |
|
|
|
5,481 |
|
Total cost of sales |
|
|
89,633 |
|
|
|
76,430 |
|
|
|
171,698 |
|
|
|
146,848 |
|
Gross profit |
|
|
40,120 |
|
|
|
42,388 |
|
|
|
80,816 |
|
|
|
83,906 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative (exclusive of depreciation and amortization shown below) |
|
|
29,291 |
|
|
|
26,225 |
|
|
|
54,786 |
|
|
|
52,268 |
|
Depreciation and amortization |
|
|
1,406 |
|
|
|
1,254 |
|
|
|
2,503 |
|
|
|
2,584 |
|
Total operating expenses |
|
|
30,697 |
|
|
|
27,479 |
|
|
|
57,289 |
|
|
|
54,852 |
|
Income from operations |
|
|
9,423 |
|
|
|
14,909 |
|
|
|
23,527 |
|
|
|
29,054 |
|
Other expense, net: |
|
|
|
|
|
|
|
|
||||||||
Interest, net |
|
|
(8,069 |
) |
|
|
(6,530 |
) |
|
|
(15,754 |
) |
|
|
(12,955 |
) |
Other (expense) income, net |
|
|
(13 |
) |
|
|
(78 |
) |
|
|
5 |
|
|
|
(143 |
) |
Total other expense, net |
|
|
(8,082 |
) |
|
|
(6,608 |
) |
|
|
(15,749 |
) |
|
|
(13,098 |
) |
Income before income taxes |
|
|
1,341 |
|
|
|
8,301 |
|
|
|
7,778 |
|
|
|
15,956 |
|
Income tax expense |
|
|
(823 |
) |
|
|
(2,300 |
) |
|
|
(2,486 |
) |
|
|
(4,500 |
) |
Net income |
|
$ |
518 |
|
|
$ |
6,001 |
|
|
$ |
5,292 |
|
|
$ |
11,456 |
|
|
|
|
|
|
|
|
|
|
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Basic and diluted earnings per share: |
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|
|
|
|
|
|
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||||||||
Basic earnings per share |
|
$ |
0.05 |
|
|
$ |
0.54 |
|
|
$ |
0.47 |
|
|
$ |
1.03 |
|
Diluted earnings per share |
|
$ |
0.04 |
|
|
$ |
0.51 |
|
|
$ |
0.44 |
|
|
$ |
0.97 |
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding |
|
|
11,297,785 |
|
|
|
11,049,968 |
|
|
|
11,271,815 |
|
|
|
11,158,334 |
|
Diluted weighted-average shares outstanding |
|
|
11,927,943 |
|
|
|
11,776,894 |
|
|
|
11,969,909 |
|
|
|
11,817,584 |
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income: |
|
|
|
|
|
|
|
|
||||||||
Net income |
|
$ |
518 |
|
|
$ |
6,001 |
|
|
$ |
5,292 |
|
|
$ |
11,456 |
|
Total comprehensive income |
|
$ |
518 |
|
|
$ |
6,001 |
|
|
$ |
5,292 |
|
|
$ |
11,456 |
|
EXHIBIT B |
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CPI Card Group Inc. and Subsidiaries Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts) (Unaudited) |
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June 30, |
|
December 31, |
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|
2025 |
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|
|
2024 |
|
Assets |
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Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
17,124 |
|
|
$ |
33,544 |
|
Accounts receivable, net |
|
87,495 |
|
|
|
85,491 |
|
Inventories, net |
|
83,872 |
|
|
|
72,660 |
|
Prepaid expenses and other current assets |
|
15,850 |
|
|
|
11,347 |
|
Total current assets |
|
204,341 |
|
|
|
203,042 |
|
Plant, equipment, leasehold improvements and operating lease right-of-use assets, net |
|
104,774 |
|
|
|
68,648 |
|
Intangible assets, net |
|
20,945 |
|
|
|
10,492 |
|
Goodwill |
|
48,211 |
|
|
|
47,150 |
|
Other assets |
|
21,524 |
|
|
|
20,325 |
|
Total assets |
$ |
399,795 |
|
|
$ |
349,657 |
|
Liabilities and stockholders� deficit |
|
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|
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Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
24,564 |
|
|
$ |
16,123 |
|
Accrued expenses |
|
52,933 |
|
|
|
57,979 |
|
Deferred revenue and customer deposits |
|
1,535 |
|
|
|
1,485 |
|
Total current liabilities |
|
79,032 |
|
|
|
75,587 |
|
Long-term debt |
|
310,911 |
|
|
|
280,405 |
|
Deferred income taxes |
|
� |
|
|
|
3,318 |
|
Other long-term liabilities |
|
38,878 |
|
|
|
25,968 |
|
Total liabilities |
|
428,821 |
|
|
|
385,278 |
|
|
|
|
|
||||
Commitments and contingencies |
|
|
|
||||
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|
|
|
||||
Stockholders� deficit: |
|
|
|
||||
Series A Preferred Stock; |
|
� |
|
|
|
� |
|
Common stock; |
|
11 |
|
|
|
11 |
|
Capital deficit |
|
(104,126 |
) |
|
|
(105,429 |
) |
Accumulated earnings |
|
75,089 |
|
|
|
69,797 |
|
Total stockholders� deficit |
|
(29,026 |
) |
|
|
(35,621 |
) |
Total liabilities and stockholders� deficit |
$ |
399,795 |
|
|
$ |
349,657 |
|
EXHIBIT C |
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CPI Card Group Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) |
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|
|
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|
Six Months Ended June 30, |
||||||
|
|
2025 |
|
|
|
2024 |
|
Operating activities |
|
|
|
||||
Net income |
$ |
5,292 |
|
|
$ |
11,456 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
||||
Depreciation expense |
|
7,815 |
|
|
|
6,188 |
|
Amortization expense |
|
1,947 |
|
|
|
1,877 |
|
Stock-based compensation expense |
|
3,038 |
|
|
|
5,154 |
|
Amortization of debt issuance costs |
|
658 |
|
|
|
917 |
|
Deferred income taxes and other, net |
|
850 |
|
|
|
(1,879 |
) |
Changes in operating assets and liabilities: |
|
|
|
||||
Accounts receivable, net |
|
7,451 |
|
|
|
(2,720 |
) |
Inventories |
|
(7,769 |
) |
|
|
(15,584 |
) |
Prepaid expenses and other assets |
|
2,253 |
|
|
|
(20,316 |
) |
Income taxes, net |
|
(3,154 |
) |
|
|
1,598 |
|
Accounts payable |
|
4,977 |
|
|
|
7,079 |
|
Accrued expenses and other liabilities |
|
(13,471 |
) |
|
|
9,858 |
|
Deferred revenue and customer deposits |
|
50 |
|
|
|
480 |
|
Cash provided by operating activities |
|
9,937 |
|
|
|
4,108 |
|
Investing activities |
|
|
|
||||
Capital expenditures for plant, equipment and leasehold improvements, net |
|
(9,112 |
) |
|
|
(2,744 |
) |
Cash paid for acquisition, net of cash acquired |
|
(42,442 |
) |
|
|
� |
|
Other |
|
50 |
|
|
|
� |
|
Cash used in investing activities |
|
(51,504 |
) |
|
|
(2,744 |
) |
Financing activities |
|
|
|
||||
Proceeds from borrowings on debt |
|
35,000 |
|
|
|
4,000 |
|
Payments on debt |
|
(5,000 |
) |
|
|
� |
|
Payments on finance leases and other obligations |
|
(3,776 |
) |
|
|
(2,413 |
) |
Common stock repurchased |
|
� |
|
|
|
(6,481 |
) |
Debt issuance costs |
|
� |
|
|
|
(118 |
) |
Taxes withheld and paid on stock-based compensation awards |
|
(1,077 |
) |
|
|
(1,286 |
) |
Cash provided by (used in) financing activities |
|
25,147 |
|
|
|
(6,298 |
) |
Net decrease in cash and cash equivalents |
|
(16,420 |
) |
|
|
(4,934 |
) |
Cash and cash equivalents, beginning of period |
|
33,544 |
|
|
|
12,413 |
|
Cash and cash equivalents, end of period |
$ |
17,124 |
|
|
$ |
7,479 |
|
Supplemental disclosures of cash flow information |
|
|
|
||||
Cash paid (refunded) during the period for: |
|
|
|
||||
Interest |
$ |
15,453 |
|
|
$ |
12,332 |
|
Income taxes paid |
$ |
6,381 |
|
|
$ |
6,481 |
|
Income taxes refunded |
$ |
(60 |
) |
|
$ |
(272 |
) |
Right-of-use assets obtained in exchange for lease obligations: |
|
|
|
||||
Operating leases |
$ |
10,844 |
|
|
$ |
1,292 |
|
Financing leases |
$ |
8,761 |
|
|
$ |
983 |
|
Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements |
$ |
1,815 |
|
|
$ |
500 |
|
Unsettled share repurchases included in accrued expenses |
$ |
� |
|
|
$ |
2,197 |
|
EXHIBIT D |
|||||||||||||||
|
|||||||||||||||
CPI Card Group Inc. and Subsidiaries Segment Summary Information For the Three Months Ended June 30, 2025 and 2024 (dollars in thousands) (Unaudited) |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended June 30, |
|||||||||||||
|
|
2025 |
|
2024 |
|
$ Change |
|
% Change |
|||||||
Net sales by segment: |
|
|
|
|
|
|
|
|
|
|
|
||||
Debit and Credit |
|
$ |
110,757 |
|
|
$ |
95,620 |
|
|
$ |
15,137 |
|
|
15.8 |
% |
Prepaid Debit |
|
|
19,222 |
|
|
|
23,815 |
|
|
|
(4,593 |
) |
|
(19.3 |
)% |
Eliminations |
|
|
(226 |
) |
|
|
(617 |
) |
|
|
391 |
|
|
* |
% |
Total |
|
$ |
129,753 |
|
|
$ |
118,818 |
|
|
$ |
10,935 |
|
|
9.2 |
% |
* Calculation not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Six Months Ended June 30, |
|||||||||||||
|
|
2025 |
|
2024 |
|
$ Change |
|
% Change |
|||||||
Net sales by segment: |
|
|
|
|
|
|
|
|
|
|
|
||||
Debit and Credit |
|
$ |
207,277 |
|
|
$ |
183,593 |
|
|
$ |
23,684 |
|
|
12.9 |
% |
Prepaid Debit |
|
|
45,935 |
|
|
|
48,013 |
|
|
|
(2,078 |
) |
|
(4.3 |
)% |
Eliminations |
|
|
(698 |
) |
|
|
(852 |
) |
|
|
154 |
|
|
* |
% |
Total |
|
$ |
252,514 |
|
|
$ |
230,754 |
|
|
$ |
21,760 |
|
|
9.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross Profit |
||||||||||||||||||||||
|
|
Three Months Ended June 30, |
||||||||||||||||||||
|
|
|
2025 |
|
% of Net
|
|
2024 |
|
% of Net
|
$ Change |
|
% Change |
||||||||||
Gross profit by segment: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Debit and Credit |
|
$ |
34,649 |
|
|
31.3 |
% |
$ |
34,164 |
|
35.7 |
% |
$ |
485 |
|
|
1.4 |
% |
||||
Prepaid Debit |
|
|
5,471 |
|
|
28.5 |
% |
|
8,224 |
|
34.5 |
% |
|
(2,753 |
) |
|
(33.5 |
)% |
||||
Total |
|
$ |
40,120 |
|
|
30.9 |
% |
$ |
42,388 |
|
35.7 |
% |
$ |
(2,268 |
) |
|
(5.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Six Months Ended June 30, |
||||||||||||||||||||
|
|
|
2025 |
|
% of Net
|
|
2024 |
|
% of Net
|
$ Change |
|
% Change |
||||||||||
Gross profit by segment: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Debit and Credit |
|
$ |
65,903 |
|
|
31.8 |
% |
$ |
65,659 |
|
35.8 |
% |
$ |
244 |
|
|
0.4 |
% |
||||
Prepaid Debit |
|
|
14,913 |
|
|
32.5 |
% |
|
18,247 |
|
38.0 |
% |
|
(3,334 |
) |
|
(18.3 |
)% |
||||
Total |
|
$ |
80,816 |
|
|
32.0 |
% |
$ |
83,906 |
|
36.4 |
% |
$ |
(3,090 |
) |
|
(3.7 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Three Months Ended June 30, |
|||||||||||||||||||
|
|
|
2025 |
|
|
% of Net
|
|
2024 |
|
|
% of Net
|
$ Change |
|
% Change |
||||||||
Income (loss) from operations by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debit and Credit |
|
$ |
23,053 |
|
|
|
20.8 |
% |
$ |
25,389 |
|
|
26.6 |
% |
$ |
(2,336 |
) |
|
(9.2 |
)% |
||
Prepaid Debit |
|
|
4,171 |
|
|
|
21.7 |
% |
|
6,909 |
|
|
29.0 |
% |
|
(2,738 |
) |
|
(39.6 |
)% |
||
Other |
|
|
(17,801 |
) |
|
|
* |
% |
|
(17,389 |
) |
|
* |
% |
|
(412 |
) |
|
(2.4 |
)% |
||
Total |
|
$ |
9,423 |
|
|
|
7.3 |
% |
$ |
14,909 |
|
|
12.5 |
% |
$ |
(5,486 |
) |
|
(36.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Six Months Ended June 30, |
|||||||||||||||||||
|
|
|
2025 |
|
|
% of Net
|
|
2024 |
|
|
% of Net
|
$ Change |
|
% Change |
||||||||
Income (loss) from operations by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debit and Credit |
|
$ |
44,756 |
|
|
|
21.6 |
% |
$ |
48,143 |
|
|
26.2 |
% |
$ |
(3,387 |
) |
|
(7.0 |
)% |
||
Prepaid Debit |
|
|
12,170 |
|
|
|
26.5 |
% |
|
15,654 |
|
|
32.6 |
% |
|
(3,484 |
) |
|
(22.3 |
)% |
||
Other |
|
|
(33,399 |
) |
|
|
* |
% |
|
(34,743 |
) |
|
* |
% |
|
1,344 |
|
|
3.9 |
% |
||
Total |
|
$ |
23,527 |
|
|
|
9.3 |
% |
$ |
29,054 |
|
|
12.6 |
% |
$ |
(5,527 |
) |
|
(19.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended June 30, |
||||||||||||||||||||
|
|
2025 |
|
|
% of Net
|
2024 |
|
|
% of Net
|
$ Change |
|
% Change |
||||||||||
EBITDA by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debit and Credit |
|
$ |
26,548 |
|
|
|
24.0 |
% |
$ |
27,625 |
|
|
28.9 |
% |
$ |
(1,077 |
) |
|
(3.9 |
)% |
||
Prepaid Debit |
|
|
5,297 |
|
|
|
27.6 |
% |
|
7,803 |
|
|
32.8 |
% |
|
(2,506 |
) |
|
(32.1 |
)% |
||
Other |
|
|
(16,920 |
) |
|
|
* |
% |
|
(16,549 |
) |
|
* |
% |
|
(371 |
) |
|
(2.2 |
)% |
||
Total |
|
$ |
14,925 |
|
|
|
11.5 |
% |
$ |
18,879 |
|
|
15.9 |
% |
$ |
(3,954 |
) |
|
(20.9 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Six Months Ended June 30, |
||||||||||||||||||||
|
|
2025 |
|
|
% of Net
|
2024 |
|
|
% of Net
|
$ Change |
|
% Change |
||||||||||
EBITDA by segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Debit and Credit |
|
$ |
50,515 |
|
|
|
24.4 |
% |
$ |
52,467 |
|
|
28.6 |
% |
$ |
(1,952 |
) |
|
(3.7 |
)% |
||
Prepaid Debit |
|
|
14,418 |
|
|
|
31.4 |
% |
|
17,418 |
|
|
36.3 |
% |
|
(3,000 |
) |
|
(17.2 |
)% |
||
Other |
|
|
(31,639 |
) |
|
|
* |
% |
|
(32,909 |
) |
|
* |
% |
|
1,270 |
|
|
3.9 |
% |
||
Total |
|
$ |
33,294 |
|
|
|
13.2 |
% |
$ |
36,976 |
|
|
16.0 |
% |
$ |
(3,682 |
) |
|
(10.0 |
)% |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of Income (Loss) from Operations by Segment to EBITDA by Segment |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Three Months Ended June 30, 2025 |
||||||||||||||
|
Debit and Credit |
|
Prepaid Debit |
|
Other |
|
Total |
||||||||
EBITDA by segment: |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
$ |
23,053 |
|
|
$ |
4,171 |
|
|
$ |
(17,801 |
) |
|
$ |
9,423 |
|
Depreciation and amortization |
|
3,528 |
|
|
|
1,126 |
|
|
|
861 |
|
|
|
5,515 |
|
Other income (expenses) |
|
(33 |
) |
|
|
� |
|
|
|
20 |
|
|
|
(13 |
) |
EBITDA |
$ |
26,548 |
|
|
$ |
5,297 |
|
|
$ |
(16,920 |
) |
|
$ |
14,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Three Months Ended June 30, 2024 |
||||||||||||||
|
Debit and Credit |
|
Prepaid Debit |
|
Other |
|
Total |
||||||||
EBITDA by segment: |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
$ |
25,389 |
|
|
$ |
6,909 |
|
|
$ |
(17,389 |
) |
|
$ |
14,909 |
|
Depreciation and amortization |
|
2,237 |
|
|
|
895 |
|
|
|
916 |
|
|
|
4,048 |
|
Other income (expenses) |
|
(1 |
) |
|
|
(1 |
) |
|
|
(76 |
) |
|
|
(78 |
) |
EBITDA |
$ |
27,625 |
|
|
$ |
7,803 |
|
|
$ |
(16,549 |
) |
|
$ |
18,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Six Months Ended June 30, 2025 |
||||||||||||||
|
Debit and Credit |
|
Prepaid Debit |
|
Other |
|
Total |
||||||||
EBITDA by segment: |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
$ |
44,756 |
|
|
$ |
12,170 |
|
|
$ |
(33,399 |
) |
|
$ |
23,527 |
|
Depreciation and amortization |
|
5,799 |
|
|
|
2,242 |
|
|
|
1,721 |
|
|
|
9,762 |
|
Other income (expenses) |
|
(40 |
) |
|
|
6 |
|
|
|
39 |
|
|
|
5 |
|
EBITDA |
$ |
50,515 |
|
|
$ |
14,418 |
|
|
$ |
(31,639 |
) |
|
$ |
33,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Six Months Ended June 30, 2024 |
||||||||||||||
|
Debit and Credit |
|
Prepaid Debit |
|
Other |
|
Total |
||||||||
EBITDA by segment: |
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
$ |
48,143 |
|
|
$ |
15,654 |
|
|
$ |
(34,743 |
) |
|
$ |
29,054 |
|
Depreciation and amortization |
|
4,387 |
|
|
|
1,766 |
|
|
|
1,912 |
|
|
|
8,065 |
|
Other income (expenses) |
|
(63 |
) |
|
|
(2 |
) |
|
|
(78 |
) |
|
|
(143 |
) |
EBITDA |
$ |
52,467 |
|
|
$ |
17,418 |
|
|
$ |
(32,909 |
) |
|
$ |
36,976 |
|
EXHIBIT E |
|||||||||||||||
|
|||||||||||||||
CPI Card Group Inc. and Subsidiaries Supplemental GAAP to Non-GAAP Reconciliation (dollars in thousands) (Unaudited) |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||||||
EBITDA and Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
$ |
518 |
|
|
$ |
6,001 |
|
|
$ |
5,292 |
|
|
$ |
11,456 |
|
Interest, net |
|
8,069 |
|
|
|
6,530 |
|
|
|
15,754 |
|
|
|
12,955 |
|
Income tax expense |
|
823 |
|
|
|
2,300 |
|
|
|
2,486 |
|
|
|
4,500 |
|
Depreciation and amortization |
|
5,515 |
|
|
|
4,048 |
|
|
|
9,762 |
|
|
|
8,065 |
|
EBITDA |
$ |
14,925 |
|
|
$ |
18,879 |
|
|
$ |
33,294 |
|
|
$ |
36,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense |
$ |
1,367 |
|
|
$ |
2,094 |
|
|
$ |
3,038 |
|
|
$ |
5,154 |
|
Acquisition and integration costs (1) |
|
1,621 |
|
|
|
� |
|
|
|
2,261 |
|
|
|
� |
|
Restructuring and other charges (2) |
|
1,645 |
|
|
|
939 |
|
|
|
2,127 |
|
|
|
2,758 |
|
Change in revenue recognition (3) |
|
2,929 |
|
|
|
� |
|
|
|
2,929 |
|
|
|
� |
|
Subtotal of adjustments to EBITDA |
$ |
7,562 |
|
|
$ |
3,033 |
|
|
$ |
10,355 |
|
|
$ |
7,912 |
|
Adjusted EBITDA |
$ |
22,487 |
|
|
$ |
21,912 |
|
|
$ |
43,649 |
|
|
$ |
44,888 |
|
Net income margin (% of Net sales) |
|
0.4 |
% |
|
|
5.1 |
% |
|
|
2.1 |
% |
|
|
5.0 |
% |
Net income growth (% Change 2025 vs. 2024) |
|
(91.4 |
)% |
|
|
|
|
|
(53.8 |
)% |
|
|
|
||
Adjusted EBITDA margin (% of Net sales) |
|
17.3 |
% |
|
|
18.4 |
% |
|
|
17.3 |
% |
|
|
19.5 |
% |
Adjusted EBITDA growth (% Change 2025 vs. 2024) |
|
2.6 |
% |
|
|
|
|
|
(2.8 |
)% |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||||||||||
|
2025 |
|
2024 |
|
2025 |
|
2024 |
||||||||
Free Cash Flow: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cash provided by (used in) operating activities |
$ |
4,344 |
|
|
$ |
(4,757 |
) |
|
$ |
9,937 |
|
|
$ |
4,108 |
|
Capital expenditures for plant, equipment and leasehold improvements, net |
|
(3,811 |
) |
|
|
(1,238 |
) |
|
|
(9,112 |
) |
|
|
(2,744 |
) |
Free Cash Flow |
$ |
533 |
|
|
$ |
(5,995 |
) |
|
$ |
825 |
|
|
$ |
1,364 |
|
_______________ | |
(1) |
Balance represents acquisition and integration costs related to the Arroweye acquisition that occurred on May 6, 2025. |
(2) |
Balance includes expenses related to executive retention and severance, as well as production facility modernization efforts. |
(3) |
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 |
||||||
|
June 30, |
|
December 31, |
||||
|
|
2025 |
|
|
|
2024 |
|
Reconciliation of net income to LTM EBITDA and Adjusted EBITDA: |
|
|
|
||||
Net income |
$ |
13,357 |
|
|
$ |
19,521 |
|
Interest, net (1) |
|
36,886 |
|
|
|
34,087 |
|
Income tax expense |
|
3,492 |
|
|
|
5,506 |
|
Depreciation and amortization |
|
18,117 |
|
|
|
16,420 |
|
EBITDA |
$ |
71,852 |
|
|
$ |
75,534 |
|
|
|
|
|
||||
Adjustments to EBITDA: |
|
|
|
||||
Stock-based compensation expense |
$ |
6,429 |
|
|
$ |
8,545 |
|
Acquisition and integration costs (2) |
|
2,261 |
|
|
|
� |
|
Restructuring and other charges (3) |
|
4,179 |
|
|
|
4,810 |
|
Loss on debt extinguishment (4) |
|
2,987 |
|
|
|
2,987 |
|
Change in revenue recognition (5) |
|
2,929 |
|
|
|
� |
|
Subtotal of adjustments to EBITDA |
$ |
18,785 |
|
|
$ |
16,342 |
|
LTM Adjusted EBITDA |
$ |
90,637 |
|
|
$ |
91,876 |
|
|
|||||||
|
As of |
||||||
|
June 30, |
|
December 31, |
||||
|
|
2025 |
|
|
|
2024 |
|
Calculation of Net Leverage Ratio: |
|
|
|
||||
Senior Notes |
$ |
285,000 |
|
|
$ |
285,000 |
|
ABL Revolver |
|
30,000 |
|
|
|
� |
|
Finance lease obligations |
|
28,239 |
|
|
|
22,801 |
|
Total debt |
|
343,239 |
|
|
|
307,801 |
|
Less: Cash and cash equivalents |
|
(17,124 |
) |
|
|
(33,544 |
) |
Total net debt (a) |
$ |
326,115 |
|
|
$ |
274,257 |
|
LTM Adjusted EBITDA (b) |
$ |
90,637 |
|
|
$ |
91,876 |
|
Net Leverage Ratio (a)/(b) |
|
3.6 |
|
|
|
3.0 |
|
_______________ | |
(1) |
Each period presented includes the payment of an early redemption premium of |
(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 |
(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 June 30, 2025 |
|
Three Months Ended June 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) |
$ |
129,753 |
|
|
$ |
7,723 |
|
$ |
137,474 |
|
|
$ |
118,818 |
|
$ |
425 |
|
|
$ |
119,243 |
Net sales growth (% Change 2025 vs. 2024) |
|
9.2 |
% |
|
|
|
|
15.3 |
% |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debit and Credit |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Sales |
$ |
110,757 |
|
|
$ |
2,671 |
|
$ |
113,428 |
|
|
$ |
95,620 |
|
$ |
809 |
|
|
$ |
96,429 |
Net sales growth (% Change 2025 vs. 2024) |
|
15.8 |
% |
|
|
|
|
17.6 |
% |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prepaid Debit |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Sales |
$ |
19,222 |
|
|
$ |
5,052 |
|
$ |
24,274 |
|
|
$ |
23,815 |
|
$ |
(384 |
) |
|
$ |
23,431 |
Net sales growth (% Change 2025 vs. 2024) |
|
(19.3 |
)% |
|
|
|
|
3.6 |
% |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Six Months Ended June 30, 2025 |
|
Six Months Ended June 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) |
$ |
252,514 |
|
|
$ |
7,427 |
|
$ |
259,939 |
|
|
$ |
230,754 |
|
$ |
(3,721 |
) |
|
$ |
227,033 |
Net sales growth (% Change 2025 vs. 2024) |
|
9.4 |
% |
|
|
|
|
14.5 |
% |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Debit and Credit |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Sales |
$ |
207,277 |
|
|
$ |
2,059 |
|
$ |
209,336 |
|
|
$ |
183,593 |
|
$ |
480 |
|
|
$ |
184,073 |
Net sales growth (% Change 2025 vs. 2024) |
|
12.9 |
% |
|
|
|
|
13.7 |
% |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prepaid Debit |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net Sales |
$ |
45,935 |
|
|
$ |
5,368 |
|
$ |
51,303 |
|
|
$ |
48,013 |
|
$ |
(4,201 |
) |
|
$ |
43,812 |
Net sales growth (% Change 2025 vs. 2024) |
|
(4.3 |
)% |
|
|
|
|
17.1 |
% |
|
|
|
|
|
|
_______________ | |
(1) |
For the three months ended June 30, 2025 and 2024, consolidated net sales include |
View source version on businesswire.com:
CPI Card Group Inc. Investor Relations:
(877) 369-9016
[email protected]
CPI Card Group Inc. Media Relations:
[email protected]
Source: CPI Card Group