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    CPI Reports Solid Fourth Quarter and Full Year 2025 Results

    3/5/26 7:00:00 AM ET
    $PMTS
    Publishing
    Consumer Discretionary
    Get the next $PMTS alert in real time by email

    Fourth Quarter Revenue Increased 22% to a Record $153 Million

    Fourth Quarter Net Income Increased 9% to $7 Million; Adjusted EBITDA Increased 34% to $29 Million

    Full Year 2025 Revenue $544 Million; Net Income $15 Million; Adjusted EBITDA $97 Million; Operating Cash Flow $60 Million; Free Cash Flow $41 Million

    CPI Card Group Inc. (NASDAQ:PMTS) ("CPI" or the "Company"), a payments technology company providing a comprehensive range of physical and digital payment solutions for U.S. financial institutions, processors, fintechs, prepaid program managers and more, today reported financial results for the quarter and full year ended December 31, 2025, and provided its initial financial outlook for 2026.

    CPI's fourth quarter revenue increased 22% to $153.1 million, driven by the addition of Arroweye and increased sales of contactless cards. Net income in the quarter increased 9% to $7.4 million and Adjusted EBITDA increased 34% to $29.4 million.

    For the full year, revenue increased 13% to $543.5 million, driven by Arroweye, contactless cards, and instant issuance solutions. Net income was impacted by acquisition and integration costs and decreased 23% to $15.0 million, while Adjusted EBITDA increased 5% to $96.5 million. The Company generated operating cash flow of $60 million, a 37% increase from $43 million in the prior year, and Free Cash Flow of $41 million, a 21% increase from $34 million in 2024.

    "Our teams delivered exceptional fourth quarter performance, leading to solid results in a year defined by significant strategic and operational advancements," said John Lowe, President and Chief Executive Officer. "In addition to the acquisition and successful integration of Arroweye's on-demand solutions, we also completed our new state-of-the-art secure card production facility, entered the closed loop prepaid market, and added new digital solutions integrations, expanding our payments ecosystem penetration."

    Through years of investment and development, CPI has evolved to become a key player in the U.S. payments ecosystem, building a proprietary technology platform that enables payment programs to offer their customers the payment options they want, both physically and digitally. The Company's value proposition is driven by its proprietary technology platform, its marketable base of thousands of deep and broad relationships across the U.S. payments market, and its proven track record of delivering payment solutions that reflect evolving market needs.

    Lowe added, "Our proprietary platform and expertise uniquely position CPI to deliver today, tomorrow, and into the future as our markets expand and payment methods continue to evolve. We continue to transform alongside the market, extending our long track record of building deep connections in the payment ecosystem and providing flexible solutions for our customers, enabling them to win with their customers."

    To advance CPI's strategies and drive long-term growth, the Company has implemented a new operating structure. The new structure consists of three business units, which will also reflect the Company's financial reporting segments in 2026:

    • Secure Card Solutions, wherein CPI is a leading U.S. provider of debit and credit cards and personalization services, focusing on quality, innovation, and customer service to drive share gains in growing markets. Secure Card Solutions also includes our Arroweye on-demand solutions.
    • Prepaid Solutions, wherein CPI is the leader in U.S. open loop prepaid cards and secure packaging solutions. Prepaid Solutions also includes closed loop and healthcare payment solutions.
    • Integrated Paytech, which includes our relatively stronger growth, higher margin payment solutions that leverage our technology platform and deep connections into the U.S. payments ecosystem. Integrated Paytech includes our Software-as-a-Service-based instant issuance and other digital solutions.

    CPI today also provided its initial financial outlook for 2026, which projects high single-digit revenue growth and low-to-mid single-digit Adjusted EBITDA growth. The Adjusted EBITDA outlook reflects significant investments to accelerate market penetration and growth of our Integrated Paytech segment, as well as other technology investments. The Company expects growth from each of its new business segments in 2026, led by the Integrated Paytech segment, where we are targeting greater than 15% revenue growth for the year.

    The Company continues to believe 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 7.5% for the three-year period ending September 30, 2025.

    2025 Strategic, Business, and Capital Highlights

    Strategic Highlights

    • On May 6, 2025, CPI acquired Arroweye Solutions, Inc. ("ASI"), a leading provider of on-demand payment card solutions for the U.S. market, for a purchase price of $46 million. A press release providing details of the acquisition can be found on CPI's investor relations website at https://investor.cpicardgroup.com. In the approximately 8 months following acquisition, ASI delivered $43 million of revenue and $6 million of Adjusted EBITDA, with additional synergies expected to take effect in mid-2026 and beyond.
    • On October 7, 2025, the Company entered into a strategic relationship with Karta (Gift Card Co Pty Ltd), an Australia-based payments technology firm also backed by the Commonwealth Bank of Australia, that included acquisition of a 20% equity interest for total consideration of $10 million. CPI and Karta are teaming to integrate Karta's SafeToBuy technology with CPI's prepaid solutions in the U.S. market, with ongoing pilots underway with a large national retailer. A press release providing details of the agreement can be found on CPI's investor relations website at https://investor.cpicardgroup.com. The Company also retains an option to purchase an additional 31% of Karta.

    Business Highlights

    • CPI continues to be the leading provider of Software-as-a-Service-based instant issuance solutions in the U.S., with growth of approximately 20% in 2025, and installations across more than 2,500 financial institutions. This business generates strong recurring revenue streams due to high customer retention rates and a unique value proposition in the market. The Company recently signed a new referral agreement with a large national processor resulting in CPI being a preferred partner with preferential access to more than 450 additional financial institutions over the next several years.
    • 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.

    Capital Highlights

    • 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.
    • The Company's major investments in 2025 included the acquisition of Arroweye for $45.8 million, the $10 million equity investment in Karta ($2.5 million upfront cash), and the completion of a new secure card production facility in Indiana.
    • The Company ended 2025 with a Net Leverage Ratio of 3.1x.

    Fourth Quarter 2025 Financial Highlights

    Revenue increased 22% to $153.1 million in the fourth quarter of 2025, compared to the prior year period.

    • Debit and Credit segment revenue increased 40% to $128.9 million, driven by the addition of Arroweye, which contributed $18 million of revenue in the quarter, and increased sales of contactless cards. Sales of instant issuance solutions and other personalization services also increased in the quarter.
    • Prepaid Debit segment revenue decreased 27% to $24.4 million, primarily due to comparisons with strong sales of higher-value packaging solutions in the prior year period.

    Gross profit increased 13% to $48.3 million and gross profit margin of 31.5% decreased from 34.1% in the prior year, as benefits from increased sales were offset by increased production costs, including the impact of higher depreciation expense and tariffs, and unfavorable sales mix.

    Net income increased 9% to $7.4 million, or $0.62 diluted earnings per share, primarily due to sales growth, partially offset by Arroweye integration costs. Adjusted EBITDA increased 34% to $29.4 million, driven by sales growth and operating leverage.

    Full Year 2025 Financial Highlights

    Revenue increased 13% year-over-year to $543.5 million in 2025, or 15% excluding the impact of an accounting change implemented in the second quarter related to revenue recognition timing for work-in-process orders.

    • Debit and Credit segment revenue increased 20% to $451.5 million, driven by the addition of Arroweye, which contributed $43 million of revenue for the year, and increased sales of contactless cards, including metal cards, and instant issuance solutions.
    • Prepaid Debit segment revenue decreased 12% to $93.6 million, or decreased 3% excluding the accounting change, due to comparisons with strong sales of higher-value packaging solutions to existing customers in the prior year.

    Gross profit decreased 1% to $170.1 million and gross profit margin of 31.3% decreased from 35.6% in the prior year, as benefits of operating leverage from increased sales were offset by impacts from increased production costs, including the impact of tariffs and higher depreciation expense, and unfavorable sales mix.

    Net income decreased 23% to $15.0 million, or $1.25 diluted earnings per share, impacted by Arroweye acquisition and integration costs and a higher tax rate, partially offset by lower debt retirement costs. Adjusted EBITDA increased 5% to $96.5 million, as benefits from increased sales were partially 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 $59.5 million in 2025, which compared to $43.3 million in the prior year period; and Free Cash Flow of $41.3 million, which compared to $34.1 million in the prior year. The increase in Free Cash Flow was primarily driven by strong working capital management, partially offset by an $8.9 million increase in capital expenditures, including spending related to the new Indiana secure card production facility.

    As of December 31, 2025, the Company had $21.7 million of cash and cash equivalents, $265 million of 10% Senior Secured Notes due 2029, and $25 million of borrowings from its ABL revolving credit facility outstanding.

    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 2026

    The Company anticipates growth across its portfolio in 2026. The initial financial outlook for the year projects:

    • Revenue: high single-digit growth
    • Adjusted EBITDA: low-to-mid single-digit
    • Free Cash Flow conversion similar to 2025 levels
    • Year-end Net Leverage Ratio between 2.5x and 3.0x

    The Adjusted EBITDA outlook assumes benefits from sales growth and cost savings activities are partially offset by incremental operating expense, including approximately $4 million of costs related to accelerating Integrated Paytech growth and market penetration and other technology investments. The outlook also reflects approximately $6 million of tariff expenses.

    Conference Call and Webcast

    CPI Card Group Inc. will hold a conference call on March 5, 2026 at 9:00 a.m. Eastern Time to review its fourth 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 Q4 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 March 12, 2026 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: Revenue 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.

    Revenue excluding the Impact of an Accounting Change

    Revenue excluding the Impact of an Accounting Change has been presented in Exhibit F and defined as revenue 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 (revenue 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 defined as EBITDA (which represents earnings before interest, taxes, depreciation and amortization) adjusted for litigation; stock-based compensation 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; 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 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. Adjusted EBITDA margin as shown in Exhibit E is computed as Adjusted EBITDA divided by total revenue.

    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 2026

    We have provided Adjusted EBITDA expectations for 2026 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

    CPI is a payments technology company that is integral to the payments ecosystem. CPI's connections, people, and solutions enable payments for a broad and expanding customer base including thousands of U.S. financial institutions, processors, fintechs, prepaid program managers and more, and these customers count on us to deliver what's next.

    We continue to transform alongside the market, and for decades have invested in building deep connections and flexible solutions for our customers. Our proprietary platform and expertise uniquely position CPI to deliver today, tomorrow, and into the future as the market expands and payment methods evolve. Learn more at www.cpicardgroup.com.

    Forward-Looking Statements

    Certain statements and information in this release (as well as information included in other written or oral statements we make from time to time) may contain or constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "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 2026, the impact of our investments in Arroweye and other solutions, and our qualitative color on our business in 2026 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 related 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 related 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. and global 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 Solutions, Inc. ("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; 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 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, 2025 filed with the SEC on March 5, 2026, and our other reports filed from time to time with the Securities and Exchange Commission (the "SEC").

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

    For more information:

    CPI encourages investors to use its investor relations website as a way of easily finding information about the Company. CPI promptly makes available on this website the reports that the Company files or furnishes with the SEC, corporate governance information and press releases.

    CPI Card Group Inc. Earnings Release Supplemental Financial Information

    Exhibit A

    Condensed Consolidated Statements of Operations and Comprehensive Income – Unaudited for the three months and full years ended December 31, 2025 and 2024

     

     

    Exhibit B

    Condensed Consolidated Balance Sheets – Unaudited as of December 31, 2025 and 2024

     

     

    Exhibit C

    Condensed Consolidated Statements of Cash Flows – Unaudited for the full years ended December 31, 2025 and 2024

     

     

    Exhibit D

    Segment Summary Information – Unaudited for the three months and full years ended December 31, 2025 and 2024

     

     

    Exhibit E

    Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three months and full years ended December 31, 2025 and 2024

     

     

    Exhibit F

    Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the three months and full years ended December 31, 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 December 31,

     

    Year Ended December 31,

     

     

    2025

     

    2024

     

    2025

     

    2024

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

     

    $

    153,054

     

     

    $

    125,096

     

     

    $

    543,534

     

     

    $

    480,601

     

    Cost of goods sold

     

     

    104,767

     

     

     

    82,481

     

     

     

    373,438

     

     

     

    309,382

     

    Gross profit

     

     

    48,287

     

     

     

    42,615

     

     

     

    170,096

     

     

     

    171,219

     

    Selling, general and administrative expenses

     

     

    29,991

     

     

     

    26,675

     

     

     

    115,255

     

     

     

    108,427

     

    Income from operations

     

     

    18,296

     

     

     

    15,940

     

     

     

    54,841

     

     

     

    62,792

     

    Other expense, net:

     

     

     

     

     

     

     

     

     

     

     

     

    Interest, net

     

     

    (7,966

    )

     

     

    (7,674

    )

     

     

    (32,466

    )

     

     

    (34,087

    )

    Loss on debt extinguishment

     

     

    —

     

     

     

    —

     

     

     

    (287

    )

     

     

    (2,987

    )

    Other expense, net

     

     

    (111

    )

     

     

    (14

    )

     

     

    (348

    )

     

     

    (691

    )

    Total other expense, net

     

     

    (8,077

    )

     

     

    (7,688

    )

     

     

    (33,101

    )

     

     

    (37,765

    )

    Income before income taxes and equity in losses of unconsolidated affiliates

     

     

    10,219

     

     

     

    8,252

     

     

     

    21,740

     

     

     

    25,027

     

    Income tax expense

     

     

    (2,735

    )

     

     

    (1,480

    )

     

     

    (6,656

    )

     

     

    (5,506

    )

    Equity in losses of unconsolidated affiliates

     

     

    (134

    )

     

     

    —

     

     

     

    (134

    )

     

     

    —

     

    Net income

     

    $

    7,350

     

     

    $

    6,772

     

     

    $

    14,950

     

     

    $

    19,521

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Basic and diluted earnings per share:

     

     

     

     

     

     

     

     

     

     

     

     

    Basic earnings per share

     

    $

    0.64

     

     

    $

    0.61

     

     

    $

    1.32

     

     

    $

    1.75

     

    Diluted earnings per share

     

    $

    0.62

     

     

    $

    0.57

     

     

    $

    1.25

     

     

    $

    1.64

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Basic weighted-average shares outstanding

     

     

    11,411,970

     

     

     

    11,186,797

     

     

     

    11,327,232

     

     

     

    11,152,648

     

    Diluted weighted-average shares outstanding

     

     

    11,829,422

     

     

     

    11,926,466

     

     

     

    11,921,875

     

     

     

    11,878,076

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Comprehensive income:

     

     

     

     

     

     

     

     

     

     

     

     

    Net income

     

    $

    7,350

     

     

    $

    6,772

     

     

    $

    14,950

     

     

    $

    19,521

     

    Total comprehensive income

     

    $

    7,350

     

     

    $

    6,772

     

    $

    14,950

     

     

    $

    19,521

     

     

     

     

     

     

     

    EXHIBIT B

    CPI Card Group Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets

    (in thousands, except share and per share amounts)

    (Unaudited)

     

     

     

     

     

     

     

    December 31,

     

    2025

     

    2024

    Assets

     

     

     

     

     

    Current assets:

     

     

     

     

     

    Cash and cash equivalents

    $

    21,700

     

     

    $

    33,544

     

    Accounts receivable, net

     

    95,436

     

     

     

    85,491

     

    Inventories, net

     

    72,243

     

     

     

    72,660

     

    Prepaid expenses and other current assets

     

    15,565

     

     

     

    11,347

     

    Total current assets

     

    204,944

     

     

     

    203,042

     

    Plant, equipment, leasehold improvements and operating lease right-of-use assets, net

     

    108,433

     

     

     

    68,648

     

    Intangible assets, net

     

    18,544

     

     

     

    10,492

     

    Goodwill

     

    48,764

     

     

     

    47,150

     

    Other assets

     

    22,506

     

     

     

    20,325

     

    Total assets

    $

    403,191

     

     

    $

    349,657

     

    Liabilities and stockholders' deficit

     

     

     

     

     

    Current liabilities:

     

     

     

     

     

    Accounts payable

    $

    27,802

     

     

    $

    16,123

     

    Accrued expenses

     

    52,379

     

     

     

    57,979

     

    Deferred revenue and customer deposits

     

    3,916

     

     

     

    1,485

     

    Total current liabilities

     

    84,097

     

     

     

    75,587

     

    Long-term debt

     

    286,668

     

     

     

    280,405

     

    Deferred income taxes

     

    2,251

     

     

     

    3,318

     

    Other long-term liabilities

     

    47,508

     

     

     

    25,968

     

    Total liabilities

     

    420,524

     

     

     

    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 December 31, 2025 and 2024

     

    —

     

     

     

    —

     

    Common stock; $0.001 par value—100,000,000 shares authorized; 11,456,061 and 11,240,507 shares issued and outstanding at December 31, 2025 and 2024, respectively

     

    11

     

     

     

    11

     

    Capital deficit

     

    (102,091

    )

     

     

    (105,429

    )

    Accumulated earnings

     

    84,747

     

     

     

    69,797

     

    Total stockholders' deficit

     

    (17,333

    )

     

     

    (35,621

    )

    Total liabilities and stockholders' deficit

    $

    403,191

     

     

    $

    349,657

     

     

     

     

     

     

     

    EXHIBIT C

    CPI Card Group Inc. and Subsidiaries

    Condensed Consolidated Statements of Cash Flows

    (in thousands)

    (Unaudited)

     

     

     

     

     

     

     

    Year Ended December 31,

     

    2025

     

    2024

    Operating activities

     

     

     

     

     

    Net income

    $

    14,950

     

     

    $

    19,521

     

    Adjustments to reconcile net income to net cash provided by operating activities:

     

     

     

     

     

    Depreciation expense

     

    18,113

     

     

     

    12,790

     

    Amortization expense

     

    4,348

     

     

     

    3,630

     

    Stock-based compensation expense

     

    6,963

     

     

     

    8,545

     

    Amortization of debt issuance costs

     

    1,311

     

     

     

    1,536

     

    Loss on early extinguishment of debt

     

    887

     

     

     

    8,763

     

    Deferred income taxes and other, net

     

    5,617

     

     

     

    (3,935

    )

    Changes in operating assets and liabilities:

     

     

     

     

     

    Accounts receivable, net

     

    (686

    )

     

     

    (11,786

    )

    Inventories

     

    3,608

     

     

     

    (1,990

    )

    Prepaid expenses and other assets

     

    9,722

     

     

     

    (19,665

    )

    Income taxes, net

     

    (3,024

    )

     

     

    985

     

    Accounts payable

     

    7,512

     

     

     

    2,762

     

    Accrued expenses and other liabilities

     

    (12,248

    )

     

     

    21,512

     

    Deferred revenue and customer deposits

     

    2,431

     

     

     

    645

     

    Cash provided by operating activities

     

    59,504

     

     

     

    43,313

     

    Investing activities

     

     

     

     

     

    Capital expenditures for plant, equipment and leasehold improvements, net

     

    (18,176

    )

     

     

    (9,257

    )

    Cash paid for acquisition, net of cash acquired

     

    (44,197

    )

     

     

    —

     

    Cash paid for purchase of equity method investment

     

    (2,819

    )

     

     

    —

     

    Other

     

    63

     

     

     

    36

     

    Cash used in investing activities

     

    (65,129

    )

     

     

    (9,221

    )

    Financing activities

     

     

     

     

     

    Proceeds from borrowings on debt

     

    67,000

     

     

     

    285,000

     

    Payments on debt

     

    (62,000

    )

     

     

    (267,897

    )

    Payments on finance lease obligations

     

    (8,372

    )

     

     

    (5,221

    )

    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

     

    (1,983

    )

     

     

    (3,806

    )

    Cash used in financing activities

     

    (6,219

    )

     

     

    (12,961

    )

    Net (decrease) increase in cash and cash equivalents

     

    (11,844

    )

     

     

    21,131

     

    Cash and cash equivalents, beginning of period

     

    33,544

     

     

     

    12,413

     

    Cash and cash equivalents, end of period

    $

    21,700

     

     

    $

    33,544

     

    Supplemental disclosures of cash flow information

     

     

     

     

     

    Interest paid

    $

    32,360

     

     

    $

    26,319

     

    Right-of-use assets obtained in exchange for lease obligations:

     

     

     

     

     

    Operating leases

    $

    12,122

     

     

    $

    1,292

     

    Financing leases

    $

    15,896

     

     

    $

    9,929

     

    Accounts payable and accrued expenses for capital expenditures for plant, equipment and leasehold improvements

    $

    1,992

     

     

    $

    662

     

    Non-cash equity method investment

    $

    7,500

     

     

    $

    —

     

    Non-cash equity in losses of unconsolidated affiliates

    $

    (134

    )

     

    $

    —

     

     

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT D

    CPI Card Group Inc. and Subsidiaries

    Segment Summary Information

    For the Three Months and Year Ended December 31, 2025 and 2024

    (dollars in thousands)

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

     

     

    Three Months Ended December 31,

     

     

    2025

     

    2024

     

    $ Change

     

    % Change

    Revenue by segment:

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    128,926

     

     

    $

    91,913

     

     

    $

    37,013

     

     

    40.3

    %

    Prepaid Debit

     

     

    24,355

     

     

     

    33,355

     

     

     

    (9,000

    )

     

    (27.0

    )%

    Eliminations

     

     

    (227

    )

     

     

    (172

    )

     

     

    (55

    )

     

    *

    %

    Total

     

    $

    153,054

     

     

    $

    125,096

     

     

    $

    27,958

     

     

    22.3

    %

    * Calculation not meaningful

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Year Ended December 31,

     

     

    2025

     

    2024

     

    $ Change

     

    % Change

    Revenue by segment:

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    451,475

     

     

    $

    375,261

     

     

    $

    76,214

     

     

    20.3

    %

    Prepaid Debit

     

     

    93,625

     

     

     

    106,541

     

     

     

    (12,916

    )

     

    (12.1

    )%

    Eliminations

     

     

    (1,566

    )

     

     

    (1,201

    )

     

     

    (365

    )

     

    *

    %

    Total

     

    $

    543,534

     

     

    $

    480,601

     

     

    $

    62,933

     

     

    13.1

    %

    * Calculation not meaningful

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Gross Profit

     

     

    Three Months Ended December 31,

     

     

    2025

     

    % of Net

    Sales

     

    2024

     

    % of Net

    Sales

     

    $ Change

     

    % Change

    Gross profit by segment:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    38,307

     

    29.7

    %

    $

    26,305

     

    28.6

    %

    $

    12,002

     

    45.6

    %

    Prepaid Debit

     

     

    9,980

     

     

    41.0

    %

     

    16,310

     

     

    48.9

    %

     

    (6,330

    )

     

    (38.8

    )%

    Total

     

    $

    48,287

     

     

    31.5

    %

    $

    42,615

     

     

    34.1

    %

    $

    5,672

     

     

    13.3

    %

     

     

     

    Year Ended December 31,

     

     

    2025

     

    % of Net

    Sales

     

    2024

     

    % of Net

    Sales

     

    $ Change

     

    % Change

    Gross profit by segment:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    138,154

     

    30.6

    %

    $

    128,095

     

    34.1

    %

    $

    10,059

     

    7.9

    %

    Prepaid Debit

     

     

    31,942

     

     

    34.1

    %

     

    43,124

     

     

    40.5

    %

     

    (11,182

    )

     

    (25.9

    )%

    Total

     

    $

    170,096

     

     

    31.3

    %

    $

    171,219

     

     

    35.6

    %

    $

    (1,123

    )

     

    (0.7

    )%

     

    Income from Operations

     

     

    Three Months Ended December 31,

     

     

     

    2025

     

     

    % of Net

    Sales

     

     

    2024

     

     

    % of Net

    Sales

     

    $ Change

     

    % Change

    Income (loss) from operations by segment:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    25,397

     

     

    19.7

    %

    $

    17,678

     

     

    19.2

    %

    $

    7,719

     

     

    43.7

    %

    Prepaid Debit

     

     

    8,646

     

     

    35.5

    %

     

    14,436

     

     

    43.3

    %

     

    (5,790

    )

     

    (40.1

    )%

    Other

     

     

    (15,747

    )

     

    *

    %

     

    (16,174

    )

     

    *

    %

     

    427

     

     

    (2.6

    )%

    Total

     

    $

    18,296

     

     

    12.0

    %

    $

    15,940

     

     

    12.7

    %

    $

    2,356

     

     

    14.8

    %

    * Calculation not meaningful

     

     

     

    Year Ended December 31,

     

     

     

    2025

     

     

    % of Net

    Sales

     

     

    2024

     

     

    % of Net

    Sales

     

    $ Change

     

    % Change

    Income (loss) from operations by segment:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    91,430

     

     

    20.3

    %

    $

    92,856

     

     

    24.7

    %

    $

    (1,426

    )

     

    (1.5

    )%

    Prepaid Debit

     

     

    26,699

     

     

    28.5

    %

     

    37,201

     

     

    34.9

    %

     

    (10,502

    )

     

    (28.2

    )%

    Other

     

     

    (63,288

    )

     

    *

    %

     

    (67,265

    )

     

    *

    %

     

    3,977

     

     

    (5.9

    )%

    Total

     

    $

    54,841

     

     

    10.1

    %

    $

    62,792

     

     

    13.1

    %

    $

    (7,951

    )

     

    (12.7

    )%

    * Calculation not meaningful

     

    EBITDA

     

     

    Three Months Ended December 31,

     

     

    2025

     

    % of Net

    Sales

    2024

     

    % of Net

    Sales

    $ Change

     

    % Change

    EBITDA by segment:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    29,684

     

     

    23.0

    %

    $

    19,897

     

     

    21.6

    %

    $

    9,787

     

     

    49.2

    %

    Prepaid Debit

     

     

    9,829

     

     

    40.4

    %

     

    15,498

     

     

    46.5

    %

     

    (5,669

    )

     

    (36.6

    )%

    Other

     

     

    (14,878

    )

     

    *

    %

     

    (15,267

    )

     

    *

    %

     

    389

     

     

    (2.5

    )%

    Total

     

    $

    24,635

     

     

    16.1

    %

    $

    20,128

     

     

    16.1

    %

    $

    4,507

     

     

    22.4

    %

    * Calculation not meaningful

     

     

     

    Year Ended December 31,

     

     

    2025

     

    % of Net

    Sales

     

    2024

     

    % of Net

    Sales

     

    $ Change

     

    % Change

    EBITDA by segment:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

    $

    105,351

     

     

    23.3

    %

    $

    101,628

     

     

    27.1

    %

    $

    3,723

     

     

    3.7

    %

    Prepaid Debit

     

     

    31,263

     

     

    33.4

    %

     

    41,087

     

     

    38.6

    %

     

    (9,824

    )

     

    (23.9

    )%

    Other

     

     

    (60,081

    )

     

    *

    %

     

    (67,181

    )

     

    *

    %

     

    7,100

     

     

    (10.6

    )%

    Total

     

    $

    76,533

     

     

    14.1

    %

    $

    75,534

     

     

    15.7

    %

    $

    999

     

     

    1.3

    %

    * Calculation not meaningful

     

    Reconciliation of Income (Loss) from

    Operations by Segment to EBITDA by Segment

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended December 31, 2025

     

    Debit and Credit

     

    Prepaid Debit

     

    Other

     

    Total

    EBITDA by segment:

     

     

     

     

     

     

     

     

     

     

     

    Income (loss) from operations

    $

    25,397

     

     

    $

    8,646

     

     

    $

    (15,747

    )

     

    $

    18,296

     

    Depreciation and amortization

     

    4,396

     

     

     

    1,316

     

     

     

    872

     

     

     

    6,584

     

    Other income (expenses)

     

    (109

    )

     

     

    (133

    )

     

     

    (3

    )

     

     

    (245

    )

    EBITDA

    $

    29,684

     

     

    $

    9,829

     

     

    $

    (14,878

    )

     

    $

    24,635

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended December 31, 2024

     

    Debit and Credit

     

    Prepaid Debit

     

    Other

     

    Total

    EBITDA by segment:

     

     

     

     

     

     

     

     

     

     

     

    Income (loss) from operations

    $

    17,678

     

     

    $

    14,436

     

     

    $

    (16,174

    )

     

    $

    15,940

     

    Depreciation and amortization

     

    2,269

     

     

     

    1,069

     

     

     

    864

     

     

     

    4,202

     

    Other income (expenses)

     

    (50

    )

     

     

    (7

    )

     

     

    43

     

     

     

    (14

    )

    EBITDA

    $

    19,897

     

     

    $

    15,498

     

     

    $

    (15,267

    )

     

    $

    20,128

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Year Ended December 31, 2025

     

    Debit and Credit

     

    Prepaid Debit

     

    Other

     

    Total

    EBITDA by segment:

     

     

     

     

     

     

     

     

     

     

     

    Income (loss) from operations

    $

    91,430

     

     

    $

    26,699

     

     

    $

    (63,288

    )

     

    $

    54,841

     

    Depreciation and amortization

     

    14,308

     

     

     

    4,692

     

     

     

    3,461

     

     

     

    22,461

     

    Other income (expenses)

     

    (387

    )

     

     

    (128

    )

     

     

    (254

    )

     

     

    (769

    )

    EBITDA

    $

    105,351

     

     

    $

    31,263

     

     

    $

    (60,081

    )

     

    $

    76,533

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Year Ended December 31, 2024

     

    Debit and Credit

     

    Prepaid Debit

     

    Other

     

    Total

    EBITDA by segment:

     

     

     

     

     

     

     

     

     

     

     

    Income (loss) from operations

    $

    92,856

     

     

    $

    37,201

     

     

    $

    (67,265

    )

     

    $

    62,792

     

    Depreciation and amortization

     

    8,854

     

     

     

    3,896

     

     

     

    3,670

     

     

     

    16,420

     

    Other income (expenses)

     

    (82

    )

     

     

    (10

    )

     

     

    (3,586

    )

     

     

    (3,678

    )

    EBITDA

    $

    101,628

     

     

    $

    41,087

     

     

    $

    (67,181

    )

     

    $

    75,534

     

     

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT E

    CPI Card Group Inc. and Subsidiaries

    Supplemental GAAP to Non-GAAP Reconciliation

    (dollars in thousands)

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended December 31,

     

    Year Ended December 31,

     

    2025

     

    2024

     

    2025

     

    2024

    EBITDA and Adjusted EBITDA:

     

     

     

     

     

     

     

     

     

     

     

    Net income

    $

    7,350

     

     

    $

    6,772

     

     

    $

    14,950

     

     

    $

    19,521

     

    Interest, net (1)

     

    7,966

     

     

     

    7,674

     

     

     

    32,466

     

     

     

    34,087

     

    Income tax expense

     

    2,735

     

     

     

    1,480

     

     

     

    6,656

     

     

     

    5,506

     

    Depreciation and amortization

     

    6,584

     

     

     

    4,202

     

     

     

    22,461

     

     

     

    16,420

     

    EBITDA

    $

    24,635

     

     

    $

    20,128

     

     

    $

    76,533

     

     

    $

    75,534

     

     

     

     

     

     

     

     

     

     

     

     

     

    Adjustments to EBITDA:

     

     

     

     

     

     

     

     

     

     

     

    Stock-based compensation expense

    $

    2,426

     

     

    $

    1,609

     

     

    $

    6,963

     

     

    $

    8,545

     

    Acquisition and integration costs (2)

     

    1,844

     

     

     

    —

     

     

     

    5,954

     

     

     

    —

     

    Restructuring and other charges (3)

     

    399

     

     

     

    171

     

     

     

    3,716

     

     

     

    4,810

     

    Loss on debt extinguishment (4)

     

    —

     

     

     

    —

     

     

     

    287

     

     

     

    2,987

     

    Change in revenue recognition (5)

     

    —

     

     

     

    —

     

     

     

    2,929

     

     

     

    —

     

    Equity in losses of unconsolidated affiliates (6)

     

    134

     

     

     

    —

     

     

     

    134

     

     

     

    —

     

    Subtotal of adjustments to EBITDA

    $

    4,803

     

     

    $

    1,780

     

     

    $

    19,983

     

     

    $

    16,342

     

    Adjusted EBITDA

    $

    29,438

     

     

    $

    21,908

     

     

    $

    96,516

     

     

    $

    91,876

     

    Net income margin (% of Revenue)

     

    4.8

    %

     

     

    5.4

    %

     

     

    2.8

    %

     

     

    4.1

    %

    Net income growth (% Change 2025 vs. 2024)

     

    8.5

    %

     

     

     

     

     

    (23.4

    )%

     

     

     

    Adjusted EBITDA margin (% of Revenue)

     

    19.2

    %

     

     

    17.5

    %

     

     

    17.8

    %

     

     

    19.1

    %

    Adjusted EBITDA growth (% Change 2025 vs. 2024)

     

    34.4

    %

     

     

     

     

     

    5.1

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended December 31,

     

    Year Ended December 31,

     

    2025

     

    2024

     

    2025

     

    2024

    Free Cash Flow:

     

     

     

     

     

     

     

     

     

     

     

    Cash provided by operating activities

    $

    39,593

     

     

    $

    26,661

     

     

    $

    59,504

     

     

    $

    43,313

     

    Capital expenditures for plant, equipment and leasehold improvements, net

     

    (4,399

    )

     

     

    (5,058

    )

     

     

    (18,176

    )

     

     

    (9,257

    )

    Free Cash Flow

    $

    35,194

     

     

    $

    21,603

     

     

    $

    41,328

     

     

    $

    34,056

     

     

    (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.

    (6)

     

    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. This balance represents the Company's equity in Karta's net losses for the quarter ended December 31, 2025.

     

     

     

     

     

     

     

    As of

     

    December 31,

     

     

    2025

     

    2024

    Calculation of Net Leverage Ratio:

     

     

     

     

     

    Senior Notes

    $

    265,000

     

     

    $

    285,000

     

    ABL Revolver

     

    25,000

     

     

     

    —

     

    Finance lease obligations

     

    31,058

     

     

     

    22,801

     

    Total debt

     

    321,058

     

     

     

    307,801

     

    Less: Cash and cash equivalents

     

    (21,700

    )

     

     

    (33,544

    )

    Total net debt (a)

    $

    299,358

     

     

    $

    274,257

     

    LTM Adjusted EBITDA (b) *

    $

    96,516

     

     

    $

    91,876

     

    Net Leverage Ratio (a)/(b)

     

    3.1

     

     

     

    3.0

     

     

    * The LTM Adjusted EBITDA above reflects Adjusted EBITDA for the years ended December 31, 2025 and 2024.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    EXHIBIT F

    CPI Card Group Inc. and Subsidiaries

    Supplemental GAAP to Non-GAAP Reconciliation

    (dollars in thousands)

    (Unaudited)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Three Months Ended December 31, 2025

     

    Three Months Ended December 31, 2024

     

    As Reported

     

    Impacts

    from Change

    in Revenue

    Recognition

     

    As Adjusted

     

    As Reported

     

    Impacts

    from Change

    in Revenue

    Recognition

     

    As Adjusted

    Consolidated CPI

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue (1)

    $

    153,054

     

     

    $

    —

     

    $

    153,054

     

     

    $

    125,096

     

    $

    910

     

     

    $

    126,006

    Revenue growth (% Change 2025 vs. 2024)

     

    22.3

    %

     

     

     

     

     

    21.5

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

    $

    128,926

     

     

    $

    —

     

     

    $

    128,926

     

     

    $

    91,913

     

     

    $

    1,222

     

     

    $

    93,135

     

    Revenue growth (% Change 2025 vs. 2024)

     

    40.3

    %

     

     

     

     

     

    38.4

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Prepaid Debit

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

    $

    24,355

     

     

    $

    —

     

     

    $

    24,355

     

     

    $

    33,355

     

     

    $

    (312

    )

     

    $

    33,043

     

    Revenue growth (% Change 2025 vs. 2024)

     

    (27.0

    )%

     

     

     

     

     

    (26.3

    )%

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Year Ended December 31, 2025

     

    Year Ended December 31, 2024

     

    As Reported

     

    Impacts

    from Change

    in Revenue

    Recognition

     

    As Adjusted

     

    As Reported

     

    Impacts

    from Change

    in Revenue

    Recognition

     

    As Adjusted

    Consolidated CPI

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue (1)

    $

    543,534

     

     

    $

    7,427

     

     

    $

    550,961

     

     

    $

    480,601

     

     

    $

    (2,608

    )

     

    $

    477,993

     

    Revenue growth (% Change 2025 vs. 2024)

     

    13.1

    %

     

     

     

     

     

    15.3

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Debit and Credit

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

    $

    451,475

     

     

    $

    2,059

     

     

    $

    453,534

     

     

    $

    375,261

     

     

    $

    1,592

     

     

    $

    376,853

     

    Revenue growth (% Change 2025 vs. 2024)

     

    20.3

    %

     

     

     

     

     

    20.3

    %

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Prepaid Debit

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Revenue

    $

    93,625

     

     

    $

    5,368

     

     

    $

    98,993

     

     

    $

    106,541

     

     

    $

    (4,200

    )

     

    $

    102,341

     

    Revenue growth (% Change 2025 vs. 2024)

     

    (12.1

    )%

     

     

     

     

     

    (3.3

    )%

     

     

     

     

     

     

     

     

     

     

    (1)

     

    For the three months ended December 31, 2025 and 2024, consolidated revenue include $227 and $172 of intersegment eliminations, respectively. For the years ended December 31, 2025 and 2024, consolidated revenue include $1,566 and $1,201 of intersegment eliminations, respectively.

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20260305711785/en/

    CPI Card Group Inc. Investor Relations:

    (877) 369-9016

    [email protected]

    CPI Card Group Inc. Media Relations:

    [email protected]

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    CPI Reports Solid Fourth Quarter and Full Year 2025 Results

    Fourth Quarter Revenue Increased 22% to a Record $153 Million Fourth Quarter Net Income Increased 9% to $7 Million; Adjusted EBITDA Increased 34% to $29 Million Full Year 2025 Revenue $544 Million; Net Income $15 Million; Adjusted EBITDA $97 Million; Operating Cash Flow $60 Million; Free Cash Flow $41 Million CPI Card Group Inc. (NASDAQ:PMTS) ("CPI" or the "Company"), a payments technology company providing a comprehensive range of physical and digital payment solutions for U.S. financial institutions, processors, fintechs, prepaid program managers and more, today reported financial results for the quarter and full year ended December 31, 2025, and provided its initial financial outlo

    3/5/26 7:00:00 AM ET
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    CPI Card Group Inc. to Release Fourth Quarter and Full Year 2025 Results on March 5, 2026

    CPI Card Group Inc. (NASDAQ:PMTS) ("CPI Card Group"), a payments technology company providing a comprehensive range of physical and digital payment solutions, today announced it will host a webcast and conference call on Thursday, March 5, 2026 at 9:00 a.m. Eastern Time (ET) to discuss its fourth quarter and full year 2025 financial results. CPI Card Group's financial results for the fourth quarter will be released before the market opens on March 5, 2026. The press release and a slide presentation to accompany the earnings conference call will be available on the CPI Card Group investor website: CPI Card Group - Investor Relations (https://investor.cpicardgroup.com). The conference cal

    2/19/26 7:07:00 PM ET
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    CPI Card Group Inc. Reports Third Quarter 2025 Results

    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 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 issuan

    11/4/25 7:00:00 AM ET
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    Amendment: SEC Form SC 13G/A filed by CPI Card Group Inc.

    SC 13G/A - CPI Card Group Inc. (0001641614) (Subject)

    11/12/24 5:17:49 PM ET
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    SEC Form SC 13D/A filed by CPI Card Group Inc. (Amendment)

    SC 13D/A - CPI Card Group Inc. (0001641614) (Subject)

    6/5/23 11:34:40 AM ET
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    SEC Form SC 13D/A filed by CPI Card Group Inc. (Amendment)

    SC 13D/A - CPI Card Group Inc. (0001641614) (Subject)

    4/12/23 3:51:16 PM ET
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