UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒⌧Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the Quarterly Period Ended September 30, ~~2019.~~2020.

◻

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

For the Transition Period from to

Commission File Number 001-37584

CPI Card Group Inc.

(Exact name of the registrant as specified in its charter)



Delaware		26-0344657
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

10026 West San Juan Way
Littleton, CO		80127
(Address of principal executive offices)		(Zip Code)

~~(303) 973-9311~~(720) 681-6304

(Registrant’s telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	PMTS	~~Nasdaq Capital Market~~OTC Markets Group Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes☒ No~~Yes ⌧ No ☐◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~Yes☒ No☐~~Yes ⌧ No ◻

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



Large accelerated filer	☐◻	Accelerated filer	☐◻

Non-accelerated filer	☒⌧	Smaller reporting company	☒

		Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~Yes~~Yes ☐ No ~~No☒~~⌧

Number of shares of Common Stock, $0.001 par value, outstanding as of October ~~25, 2019: 11,224,191~~22, 2020: 11,230,482

Table of Contents

Table of ~~Contents~~Contents


		Page
		~~Page~~
Part I — Financial Information

Item 1 — Financial Statements (Unaudited)		3

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		23

Item 3 — Quantitative and Qualitative Disclosures About Market Risk		3335

Item 4 — Controls and Procedures		3335


Part II — Other Information

Item 1 — Legal Proceedings		3436

Item 1A — Risk Factors		3536

~~Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds~~		35

~~Item 5 — Other Information~~		35

Item 6 — Exhibits		3638

Signatures		3739

Table of Contents

PART I - Financial Information

Item 1. Financial Statements

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Amounts in Thousands, Except Share and Per Share Amounts)

(Unaudited)


	September 30,		December 31,
	2019		2018
	(Unaudited)

					September 30,		December 31,
					2020		2019

Assets
Current assets:
Cash and cash equivalents	$	14,290	$	20,291	$	50,349	$	18,682
Accounts receivable, net of allowances of $370 and $211, respectively		44,806		43,794
Accounts receivable, net of allowances of $291 and $395, respectively						59,093		42,832
Inventories		22,105		9,827		20,166		20,192
Prepaid expenses and other current assets		3,974		4,997		4,267		6,345
Income taxes receivable		5,202		5,564		7,795		4,164
Total current assets	$	90,377	$	84,473		141,670		92,215
Plant, equipment and leasehold improvements, net		43,655		39,110
Plant, equipment, leasehold improvements and operating lease right-of-use assets, net						35,473		41,612
Intangible assets, net		31,951		35,437		27,355		30,802
Goodwill		47,150		47,150		47,150		47,150
Other assets		616		1,034		2,040		1,232
Total assets	$	213,749	$	207,204	$	253,688	$	213,011
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	14,844	$	16,511	$	17,223	$	16,482
Accrued expenses		21,571		23,853		29,527		24,735
Deferred revenue and customer deposits		442		912		885		468
Total current liabilities	$	36,857	$	41,276		47,635		41,685
Long-term debt		307,287		305,818		335,759		307,778
Deferred income taxes		8,357		5,749		6,656		6,366
Other long-term liabilities		11,388		3,937		9,012		11,478
Total liabilities	$	363,889	$	356,780		399,062		367,307
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 15)
Series A Preferred Stock; $0.001 par value—100,000 shares authorized; 0 shares issued and outstanding at September 30, 2020 and December 31, 2019						-		-
Stockholders’ deficit:
Common stock; $0.001 par value—100,000,000 shares authorized; 11,224,191 and 11,160,377 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		11		11
Common stock; $0.001 par value—100,000,000 shares authorized; 11,230,482 and 11,224,191 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively						11		11
Capital deficiency		(111,930)		(112,223)		(111,910)		(111,988)
Accumulated loss		(38,221)		(36,004)		(33,475)		(42,319)
Accumulated other comprehensive loss		—		(1,360)
Total stockholders’ deficit	$	(150,140)	$	(149,576)		(145,374)		(154,296)
Total liabilities and stockholders’ deficit	$	213,749	$	207,204	$	253,688	$	213,011

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Amounts in Thousands, Except Share and Per Share Amounts)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018

									Three Months Ended September 30,				Nine Months Ended September 30,
									2020		2019		2020		2019
Net sales:
Products	$	33,963	$	34,673	$	99,845	$	90,911	$	43,462	$	33,963	$	125,040	$	99,845
Services		37,718		36,314		105,603		96,387		39,240		37,718		103,009		105,603
Total net sales		71,681		70,987		205,448		187,298		82,702		71,681		228,049		205,448
Cost of sales:
Products (exclusive of depreciation and amortization shown below)		22,182		23,796		65,769		59,076		27,490		22,182		79,780		65,769
Services (exclusive of depreciation and amortization shown below)		21,329		21,214		62,142		60,991		22,133		21,329		60,986		62,142
Depreciation and amortization		2,751		2,669		8,216		9,620		2,472		2,813		7,938		8,403
Total cost of sales		46,262		47,679		136,127		129,687		52,095		46,324		148,704		136,314
Gross profit		25,419		23,308		69,321		57,611		30,607		25,357		79,345		69,134
Operating expenses, net:
Selling, general and administrative (exclusive of depreciation and amortization shown below)		15,936		17,033		49,146		48,119		15,617		16,104		48,893		49,541
Depreciation and amortization		1,513		1,588		4,539		4,513		1,508		1,513		4,498		4,539
Litigation settlement gain		—		—		(6,000)		—		—		—		—		(6,000)
Total operating expenses, net:		17,449		18,621		47,685		52,632
Total operating expenses, net										17,125		17,617		53,391		48,080
Income from operations		7,970		4,687		21,636		4,979		13,482		7,740		25,954		21,054
Other expense, net:
Interest, net		(6,085)		(6,151)		(18,847)		(17,243)		(6,298)		(6,085)		(19,158)		(18,847)
Foreign currency (loss) gain		(40)		16		(1,320)		(248)
Other income, net		14		8		25		15
Foreign currency gain (loss)										23		(40)		(10)		(1,320)
Other income (expense), net										4		14		(90)		25
Total other expense, net		(6,111)		(6,127)		(20,142)		(17,476)		(6,271)		(6,111)		(19,258)		(20,142)
Income (loss) from continuing operations before income taxes		1,859		(1,440)		1,494		(12,497)
Income from continuing operations before income taxes										7,211		1,629		6,696		912
Income tax (expense) benefit		(2,515)		355		(3,695)		4,933		(1,402)		(2,258)		2,178		(3,618)
Net loss from continuing operations		(656)		(1,085)		(2,201)		(7,564)
Net loss from discontinued operation, net of tax (see Note 3)		(28)		(5,030)		(16)		(22,551)
Net loss	$	(684)	$	(6,115)	$	(2,217)	$	(30,115)
Basic and diluted loss per share:
Basic and diluted - Continuing operations	$	(0.06)	$	(0.10)	$	(0.20)	$	(0.68)
Basic and diluted - Discontinued operation		(0.00)		(0.45)		(0.00)		(2.02)
Net loss per share	$	(0.06)	$	(0.55)	$	(0.20)	$	(2.70)

Weighted-average common share outstanding:
Basic and diluted		11,223,715		11,159,984		11,187,550		11,145,946

Comprehensive loss:
Net loss	$	(684)	$	(6,115)	$	(2,217)	$	(30,115)
Net income (loss) from continuing operations										5,809		(629)		8,874		(2,706)
Net (loss) income from discontinued operation, net of tax (Note 3)										—		(28)		(30)		(16)
Net income (loss)									$	5,809	$	(657)	$	8,844	$	(2,722)

Basic and Diluted net income (loss) per share from continuing operations:									$	0.52	$	(0.06)	$	0.79	$	(0.24)

Basic and Diluted net income (loss) per share:									$	0.52	$	(0.06)	$	0.79	$	(0.24)

Basic weighted-average shares outstanding:										11,230,028		11,223,715		11,228,116		11,187,550
Diluted weighted-average shares outstanding:										11,231,821		11,223,715		11,235,098		11,187,550

Comprehensive income (loss):
Net income (loss)									$	5,809	$	(657)	$	8,844	$	(2,722)
Currency translation adjustment		—		98		31		(87)		—		—		—		31
Other comprehensive loss from discontinued operations		—		3,983		—		3,983
Reclassification adjustment to foreign currency loss		—		—		1,329		—		—		—		—		1,329
Total comprehensive loss	$	(684)	$	(2,034)	$	(857)	$	(26,219)
Total comprehensive income (loss)									$	5,809	$	(657)	$	8,844	$	(1,362)

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Deficit

(Dollars in Thousands)

(Unaudited)


								Accumulated
								other
	Common Stock			Capital		Accumulated		comprehensive
	Shares	Amount		deficiency		earnings (loss)		loss		Total

																			Accumulated
																			other
												Common Stock			Capital		Accumulated		comprehensive
												Shares	Amount		deficiency		earnings (loss)		loss		Total
June 30, 2020												11,229,819	$	11	$	(111,935)	$	(39,284)	$	—	$	(151,208)
Shares issued under stock-based compensation plans												663		—		—		—		—		—
Stock-based compensation														—		25		—		—		25
Components of comprehensive (loss) income:
Net income														—		—		5,809		—		5,809
September 30, 2020												11,230,482	$	11	$	(111,910)	$	(33,475)	$	—	$	(145,374)

																			Accumulated
																			other
												Common Stock			Capital		Accumulated		comprehensive
												Shares	Amount		deficiency		earnings (loss)		loss		Total
December 31, 2019												11,224,191	$	11	$	(111,988)	$	(42,319)	$	—	$	(154,296)
Shares issued under stock-based compensation plans												6,291		—		—		—		—		—
Stock-based compensation														—		78		—		—		78
Components of comprehensive (loss) income:
Net income														—		—		8,844		—		8,844
September 30, 2020												11,230,482	$	11	$	(111,910)	$	(33,475)	$	—	$	(145,374)

																			Accumulated
																			other
												Common Stock			Capital		Accumulated		comprehensive
												Shares	Amount		deficiency		earnings (loss)		loss		Total
June 30, 2019												11,223,528	$	11	$	(111,939)	$	(39,267)	$	—	$	(151,195)
Shares issued under stock-based compensation plans												663		—		—		—		—		—
Stock-based compensation														—		9		—		—		9
Components of comprehensive (loss) income:
Net loss														—		—		(657)		—		(657)
Reclassification adjustment to foreign currency loss														—		—		—		—		—
September 30, 2019												11,224,191	$	11	$	(111,930)	$	(39,924)	$	—	$	(151,843)

																			Accumulated
																			other
												Common Stock			Capital		Accumulated		comprehensive
												Shares	Amount		deficiency		earnings (loss)		loss		Total
December 31, 2018	11,160,377	$	11	$	(112,223)	$	(36,004)	$	(1,360)	$	(149,576)	11,160,377	$	11	$	(112,223)	$	(37,202)	$	(1,360)	$	(150,774)
Shares issued under stock-based compensation plans	63,814		—		—		—		—		—	63,814		—		—		—		—		—
Stock-based compensation	—		—		293		—		—		293			—		293		—		—		293
Components of comprehensive (loss) income:
Net loss	—		—		—		(2,217)		—		(2,217)			—		—		(2,722)		—		(2,722)
Currency translation adjustment	—		—		—		—		31		31			—		—		—		31		31
Reclassification adjustment to foreign currency loss	—		—		—		—		1,329		1,329			—		—		—		1,329		1,329
September 30, 2019	11,224,191	$	11	$	(111,930)	$	(38,221)	$	—	$	(150,140)	11,224,191	$	11	$	(111,930)	$	(39,924)	$	—	$	(151,843)

								Accumulated
								other
	Common Stock			Capital		Accumulated		comprehensive
	Shares	Amount		deficiency		earnings (loss)		loss		Total
June 30, 2019	11,223,528	$	11	$	(111,939)	$	(37,537)	$	—	$	(149,465)
Shares issued under stock-based compensation plans	663		—		—		—		—		—
Stock-based compensation	—		—		9		—		—		9
Components of comprehensive (loss) income:
Net loss	—		—		—		(684)		—		(684)
Reclassification adjustment to foreign currency loss	—		—		—		—		—		—
September 30, 2019	11,224,191	$	11	$	(111,930)	$	(38,221)	$	—	$	(150,140)

								Accumulated
								other
	Common Stock			Capital		Accumulated		comprehensive
	Shares	Amount		deficiency		earnings (loss)		loss		Total
December 31, 2017	11,134,714	$	11	$	(113,081)	$	(1,366)	$	(5,138)	$	(119,574)
Adoption of ASC 606	—		—		—		2,795		—		2,795
Shares issued under stock-based compensation plans	25,663		—		—		—		—		—
Stock-based compensation	—		—		659		—		—		659
Components of comprehensive (loss) income:
Net loss	—		—		—		(30,115)		—		(30,115)
Currency translation adjustment	—		—		—		—		3,896		3,896
September 30, 2018	11,160,377	$	11	$	(112,422)	$	(28,686)	$	(1,242)	$	(142,339)

								Accumulated
								other
	Common Stock			Capital		Accumulated		comprehensive
	Shares	Amount		deficiency		earnings (loss)		loss		Total
June 30, 2018	11,159,714	$	11	$	(112,377)	$	(22,571)	$	(5,323)	$	(140,260)
Shares issued under stock-based compensation plans	663		—		—		—		—		—
Stock-based compensation	—		—		(45)		—		—		(45)
Components of comprehensive (loss) income:
Net loss	—		—		—		(6,115)		—		(6,115)
Currency translation adjustment	—		—		—		—		4,081		4,081
September 30, 2018	11,160,377	$	11	$	(112,422)	$	(28,686)	$	(1,242)	$	(142,339)

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Amounts in Thousands)

(Unaudited)


	Nine Months Ended September 30,
	2019		2018

					Nine Months Ended September 30,
					2020		2019
Operating activities					$		$
Net loss	$	(2,217)	$	(30,115)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operation		16		22,551
Net income (loss)						8,844		(2,722)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Loss from discontinued operations						30		16
Depreciation and amortization expense		12,755		14,133		12,436		12,942
Stock-based compensation expense		316		741		84		316
Amortization of debt issuance costs and debt discount		1,469		1,461		2,503		1,469
Deferred income taxes		2,608		(6,169)		290		2,531
Reclassification adjustment to foreign currency loss		1,329		—		—		1,329
Other, net		6		165		1,345		(6)
Changes in operating assets and liabilities:
Accounts receivable		(2,605)		(13,016)		(16,165)		(2,605)
Inventories		(12,279)		(2,628)		(1,109)		(12,279)
Prepaid expenses and other assets		1,659		711		49		1,659
Income taxes		331		2,207
Income taxes receivable, net						(3,630)		331
Accounts payable		(358)		2,108		921		(358)
Accrued expenses		(5,574)		4,725		4,112		(5,167)
Deferred revenue and customer deposits		(472)		230		417		(472)
Other liabilities		17		1,052		81		17
Cash used in operating activities - continuing operations		(2,999)		(1,844)
Cash used in operating activities - discontinued operation		(16)		(2,914)
Cash provided by (used in) operating activities - continuing operations						10,208		(2,999)
Cash used in operating activities - discontinued operations						(30)		(16)
Investing activities
Acquisitions of plant, equipment and leasehold improvements		(3,298)		(5,028)		(3,320)		(3,298)
Cash received for sale of Canadian subsidiary		1,451		—		—		1,451
Cash used in investing activities - continuing operations		(1,847)		(5,028)		(3,320)		(1,847)
Cash used in investing activities - discontinued operation		—		(220)
Financing activities
Proceeds from revolving credit facility		11,500		—
Payments on revolving credit facility		(11,500)		—
Payments on financing leases		(1,175)		(388)
Cash used in financing activities		(1,175)		(388)
Proceeds from Senior Credit Facility, net of discount						29,100		—
Debt issuance costs						(2,507)		—
Proceeds from Revolving Credit Facility						—		11,500
Payments on Revolving Credit Facility						—		(11,500)
Payments on finance lease obligations						(1,782)		(1,175)
Cash provided by (used in) financing activities						24,811		(1,175)
Effect of exchange rates on cash		36		7		(2)		36
Net decrease in cash and cash equivalents		(6,001)		(10,387)
Net increase (decrease) in cash and cash equivalents						31,667		(6,001)
Cash and cash equivalents, beginning of period		20,291		23,205		18,682		20,291
Cash and cash equivalents, end of period	$	14,290	$	12,818	$	50,349	$	14,290
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	17,315	$	14,703	$	17,454	$	17,315
Income taxes, net payments (refunds)	$	675	$	(1,299)
Income taxes					$	946	$	675
Right-to-use assets obtained in exchange for lease obligations:
Operating leases	$	8,533	$	—	$	141	$	8,533
Financing leases	$	5,196	$	821	$	1,618	$	5,196
Accounts payable and accrued expenses for acquisitions of plant, equipment and leasehold improvements	$	159	$	171
Accounts payable, and accrued expenses for acquisitions of plant, equipment and leasehold improvements					$	127	$	159

See accompanying notes to condensed consolidated financial statements

Table of Contents

CPI Card Group Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Dollars in Thousands, Except Share and Per Share Amounts or as Otherwise Indicated)

(Unaudited)

1. Business Overview and Summary of Significant Accounting Policies

Business Overview

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

As a producer and provider of services for Financial Payment Cards, each of the Company’s secure facilities must be ~~certified by~~compliant and registered with one or more of the Payment Card Brands and is therefore subject to specific requirements and conditions. Noncompliance with these requirements would prohibit the individual facilities of the Company from producing Financial Payment Cards for these entities’ payment card issuers.

In the fourth quarter of 2018, the Company entered into a definitive agreement to sell the Company’s Canadian subsidiary to Allcard Limited, a provider of card solutions to the gift and loyalty sectors. The sale ~~agreement~~ did not include the portions of the business relating to Financial Payment Cards, as that business migrated to the Company’s operations in the ~~U.S.~~Debit and Credit segment or to other service providers in 2019. The transaction closed on April 1, 2019,, and the Company received cash proceeds of $1,451. After the payment of liabilities and transaction costs, including employee termination costs, the sale did not have a significant impact on cash, and no significant loss on ~~sale.~~ sale was recorded. In connection with the disposition of the ~~foreign entity,~~Canadian subsidiary, the Company released the related cumulative translation adjustment of $1,329 from “Accumulated Other Comprehensive Loss” on the ~~Balance Sheet~~condensed consolidated balance sheet into ~~income from continuing~~“Foreign Currency Loss” on the condensed consolidated statement of operations during the nine months ended September 30, 2019. ~~This adjustment was $1,3~~29 ~~and is included in “Foreign Currency Loss” on the Statement of Operations.~~ The Canadian subsidiary was not a significant operating segment and was part of the Other reportable segment.

COVID-19 Update

~~During February 2018,~~On March 11, 2020, the ~~Company made~~World Health Organization (“WHO”) characterized the ~~decision to consolidate three personalization operations in~~novel coronavirus disease (“COVID-19”) as a pandemic. Further, on March 13, 2020, the President of the United States ~~into two facilities to better enable~~declared the COVID-19 pandemic a national emergency, invoking powers under the Stafford Act – the legislation that directs federal emergency disaster response. The broader and long-term implications of COVID-19 on the Company’s results of operations and overall financial performance remain uncertain. The adverse effects of the COVID-19 pandemic have become widespread, including in the locations where the Company operates and its customers and suppliers conduct business. The health and safety of CPI’s employees remains paramount, and the Company continues to ~~optimize~~follow response protocols based on precautions and other appropriate measures recommended by the Centers for Disease Control and Prevention as well as various state and local executive orders, health orders and guidelines. All of CPI’s operations remain open and continue to provide direct and essential support to the financial services industry. The Company may experience constrained supply, curtailed customer demand or impacts on CPI’s workforce that could materially adversely impact the business, results of operations and ~~achieve market-leading quality~~overall financial performance in future periods. While CPI’s net sales in the third quarter and ~~service with a cost-competitive business model. In conjunction with this decision,~~first nine months of 2020 increased over the prior year, the Company ~~accelerated~~experienced lower customer demand than expected (which CPI believes is primarily attributable to the ~~depreciation~~COVID-19 pandemic), and the Company may experience further effects in the Company’s results of ~~certain related assets, which totaled $266~~operations and overall financial performance in future periods. There can be no assurance that the Company’s strategies will be successful in effectively managing the Company’s resources and mitigating the negative impact of the COVID-19 pandemic on the business and operating results. See Part II, Item 1A – Risk Factors in this Quarterly Report on Form 10-Q for the ~~three months~~quarter ended September 30, ~~2018 and $2,398~~2020 for further discussion of the ~~nine months ended September 30, 2018. The Company recorded severance charges~~possible impact of ~~$0 and $552, and recorded lease termination charges of $0 and $432 in~~ the three and nine months ended September 30, 2018, respectively. The charges were recorded in the U.S. Debit and Credit segment and were included in “Cost of Sales” and “Selling, General, and Administrative Expenses”COVID-19 pandemic on the ~~Statement~~business.

Table of ~~Operations.~~Contents

On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security (CARES) Act into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, changes in net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. CPI is continuing to evaluate and apply certain provisions of the CARES Act that may benefit the Company. Refer to Note 12, Income Taxes – Continuing Operations,for a discussion of the CARES Act income tax impacts. In addition, the Company has deferred employer side social security payments starting with the second quarter of 2020. While the Company is participating in certain programs under the CARES Act, the Act and its guidance are subject to change.

Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to Form 10-Q and Article 108 of Regulation S-X. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of the results of the interim periods presented. The ~~Condensed Consolidated Balance Sheet~~condensed consolidated balance sheet as of December 31, ~~2018~~2019 is derived from the audited financial statements as of that date. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2018.~~2019.

On August 3, 2018, the Company completed the sale of its three facilities in the United Kingdom that produce retail cards, such as gift and loyalty cards, for customers in the United Kingdom and continental Europe, and provide personalization, packaging and fulfillment services. The facilities sold included Colchester, Liverpool and Derby locations. The Company reported the U.K. Limited reporting segment as discontinued operations and restated the comparative financial information for all periods presented in conformity with GAAP. Unless otherwise indicated,

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~~information in these notes to the unaudited condensed consolidated financial statements relate to continuing operations. See Note 3 “Discontinued Operation” for further information.~~

Use of Estimates

Management uses estimates and assumptions relating to the reporting of assets and liabilities at the date of the financial statements, the reported revenues and expenses recognized during the reporting period, and certain financial statement disclosures, in ~~its~~the preparation of the condensed consolidated financial statements. Significant items subject to such estimates and assumptions include the ~~useful lives~~carrying amount of property and equipment, ~~the valuation of~~ goodwill and intangible assets, leases, liability for sales tax, valuation allowances for inventories and ~~accounts receivable,~~ deferred ~~tax assets, uncertain tax positions, discount rates used to determine right-to-use assets and lease liabilities, and~~taxes, revenue recognized for ~~period-end~~ work ~~in process.~~performed but not completed, and uncertain tax positions. Actual results could differ from those estimates.

~~Adoption of New~~Recent Accounting Standards

Recently Adopted Accounting Standards

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued ~~ASC~~Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets. ASC 842 is effective for annual and interim periods beginning after December 15, 2018 (the Company’s fiscal year 2019) with early adoption permitted. The guidance required a modified retrospective approach, with an option to apply the transition provisions of the new guidance at the adoption date without adjusting the comparative periods presented. In July 2018, thethe FASB issued additional accounting standard updates clarifying certain provisions, as well as providing for a second transition method allowing entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings.

The Company adopted the new guidance on ~~the effective date of~~ January 1, 2019 and used the adoption date as the date of initial application as allowed under ASC 842. ~~Consequently, historical financial information has not been updated and the disclosures required under the new standard have not be provided for dates and periods before January 1, 2019.~~

~~The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permits the Company not~~Refer to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. The Company did not elect the use-of-hindsight transition practical expedient.

The new standard also provides practical expedients for the Company’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases that qualify, meaning the Company will not recognize right-of-use assets or lease liabilities for existing and new lease agreements as applicable. The Company also elected the practical expedient to not separate lease and non-lease components for all of its leases.

Right-to-use (“ROU’) represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. If applicable, the Company used the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

A lease is deemed to exist when the Company has the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain period of time and consideration paid. The right to control is deemed to occur when the Company has the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets.

As a result of the adoption of ASC 842 the Company recorded $8,025 of operating ROU assets, and corresponding operating lease liabilities of $8,813 on January 1, 2019, relating to existing real estate operating leases.

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~~The components of operating and finance lease costs for the three and nine months ended September 30, 2019 were as follows:~~

Three Months Ended

Nine Months Ended


September 30, 2019


September 30, 2019
Total operating lease costs

$
659

$
1,967

Finance lease cost:

  Amortization of right-to-use assets

$
273

$
574
  Interest on lease liabilities

98

160
  Total financing lease costs

$
371

$
734

~~The following table reflects balances for operating leases and financing leases:~~

September 30, 2019
Operating leases

Operating lease right-to-use assets, net of amortization

$
6,796

Operating lease liability (current)

$
2,218
Long-term operating liability

5,657
  Total operating lease liabilities

$
7,875

Financing leases

Property, equipment and leasehold improvements

$
7,014
Accumulated depreciation

(782)
  Total financing leases in property, equipment and leasehold improvements, net

$
6,232

Financing lease liability (current)

$
2,207
Long-term financing liability

3,427
  Total financing lease liabilities

$
5,634

~~Finance and operating lease right-to-use assets are recorded in “Plant, equipment and leasehold improvements, net”.~~Note 10, Financing and ~~operating lease liabilities are recorded in “Accrued expenses” and “Other long-term liabilities”.~~Operating Leases.

~~Components of lease expense were as follows:~~


			~~September 30, 2019~~
~~Weighted Average Remaining Lease Term~~
~~Operating Leases~~			~~3.61~~
~~Financing Leases~~			~~2.80~~

~~Weighted Average Discount Rate~~
~~Operating Leases~~			~~8.95%~~
~~Financing Leases~~			~~9.22%~~

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~~Future cash payments with respect to lease obligations as of September 30, 2019 were as follows:~~

Operating

Financing

Lease

Leases
Year Ending

2019

$
696

$
740
2020

2,854

2,332
2021

2,646

1,716
2022

1,371

1,238
2023

1,097

178
Thereafter

602

-
Total lease payments

9,266

6,204
Less imputed interest

(1,391)

(570)
Total

$
7,875

$
5,634

~~Future cash payments with respect to lease obligations as of December 31, 2018 were as follows:~~

Operating

Capital

Leases

Leases
2019

$
2,927

$
521
2020

2,771

474
2021

2,512

243
2022

1,243

256
2023

971

71
Thereafter

652

—
Total

$
11,076

$
1,565

~~Cash paid on operating leases was $514 and $1,448 during the three and nine months ended September 30, 2019, respectively.~~

~~As of January 1, 2018, the Company adopted Accounting Standards Update Codification ASC 606,~~ ~~Revenue from Contracts with Customers~~, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires an entity to disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company applied ASC 606 as of January 1, 2018 to all its contracts using the modified retrospective method and recognized the cumulative effect of adoption as an adjustment to the opening balance of “Accumulated loss” on the Condensed Consolidated Balance Sheet. Under the new guidance, the Company recognizes certain performance obligations over time as the goods are produced, since those products provide value to only a specified customer, have no alternative use and the Company has the right to payment for work completed on such items. This accelerates the timing of revenue recognition for these arrangements, as revenue is recognized as goods are produced rather than upon shipment or delivery of goods. See Note 2 “Net Sales” for revenue recognition timing and methodology under ASC 606.

Recently Issued Accounting Standards

In June 2016, the FASB issued ~~ASU~~Accounting Standards Update (“ASU”) 2016-13, Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This ASU changes the model for the recognition of credit losses from an incurred loss model, which recognized credit losses only if it was probable that a loss had been incurred, to an expected loss model, which requires the Company to estimate the total credit losses expected on the portfolio of financial instruments. ~~This~~The effective date of ASU 2016-13 was amended by ASU 2019-10, Credit Losses Effective Dates. Since CPI is a smaller reporting company, adoption of this accounting standard is effective for the Company for fiscal years beginning after December 15, ~~2019, including~~2022, and interim periods ~~within those~~therein, with early adoption permitted. The Company has elected not to early adopt this accounting standard in the current fiscal ~~years.~~ year 2020. The Company is evaluating the impact

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of adoption of this standard, and does not anticipate the ~~adoption~~application of ~~this standard~~ASU 2016-13 will have a material impact on the Company’s consolidated financial position and results of ~~operations,~~operations.

Adjustment of Prior Period Financial Statements for Immaterial Items

In accordance with Securities and ~~cash flows.~~Exchange Commission Staff Accounting Bulletin 99, Materiality, codified in ASC 250, Presentation of Financial Statements, the Company corrected two immaterial items relating to estimated sales tax expense and depreciation expense for all prior periods presented by revising the condensed consolidated financial statements and other financial information included herein. The total impact on prior years for estimated sales tax expense was $1,907 and depreciation expense was $476. These adjustments represent the expenses pertaining to the period of 2017 to 2020, including an increase to estimated sales tax expense recorded in Selling, General and Administrative expenses (“SG&A”) of $168 and $396, and depreciation expense in Cost of sales of $62 and $187, for the three and nine months ended September 30, 2019, respectively. In addition, the Company recorded sales tax expense in SG&A of $293 and depreciation expense of $124 for the nine months ended September 30, 2020. The estimated sales tax expense determined during the quarter ended June 30, 2020 was $2,700, and the estimate reduced primarily due to probable customer collections of $500, resulting in $2,200 estimated expense recorded to the prior periods of 2017 to 2020.

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2. Net Sales

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


	Three Months Ended September 30, 2019
	Products		Services		Total
U.S. Debit and Credit	$	34,218	$	17,284	$	51,502
U.S. Prepaid Debit		—		20,452		20,452

							Three Months Ended September 30, 2020
							Products		Services		Total
Debit and Credit							$	44,056	$	18,654	$	62,710
Prepaid Debit								—		20,604		20,604
Intersegment eliminations		(255)		(18)		(273)		(594)		(18)		(612)
Total	$	33,963	$	37,718	$	71,681	$	43,462	$	39,240	$	82,702

	Nine Months Ended September 30, 2019
	Products		Services		Total
U.S. Debit and Credit	$	100,338	$	51,179	$	151,517
U.S. Prepaid Debit		—		53,162		53,162

							Nine Months Ended September 30, 2020
							Products		Services		Total
Debit and Credit							$	126,507	$	54,348	$	180,855
Prepaid Debit								—		48,680		48,680
Intersegment eliminations								(1,467)		(19)		(1,486)
Total							$	125,040	$	103,009	$	228,049

							Three Months Ended September 30, 2019
							Products		Services		Total
Debit and Credit							$	34,218	$	17,284	$	51,502
Prepaid Debit								—		20,452		20,452
Intersegment eliminations								(255)		(18)		(273)
Total							$	33,963	$	37,718	$	71,681

							Nine Months Ended September 30, 2019
							Products		Services		Total
Debit and Credit							$	100,338	$	51,179	$	151,517
Prepaid Debit								—		53,162		53,162
Other		397		1,282		1,679		397		1,282		1,679
Intersegment eliminations		(890)		(20)		(910)		(890)		(20)		(910)
Total	$	99,845	$	105,603	$	205,448	$	99,845	$	105,603	$	205,448

	Three Months Ended September 30, 2018
	Products		Services		Total
U.S. Debit and Credit	$	34,176	$	13,826	$	48,002
U.S. Prepaid Debit		—		21,190		21,190
Other		549		1,371		1,920
Intersegment eliminations		(52)		(73)		(125)
Total	$	34,673	$	36,314	$	70,987

	Nine Months Ended September 30, 2018
	Products		Services		Total
U.S. Debit and Credit	$	88,340	$	40,652	$	128,992
U.S. Prepaid Debit		—		52,128		52,128
Other		3,549		4,050		7,599
Intersegment eliminations		(978)		(443)		(1,421)
Total	$	90,911	$	96,387	$	187,298

Products Net Sales

“Products” net sales are recognized when obligations under the terms of a contract with a customer are satisfied. In most instances, this occurs over time as cards are manufactured for specific customers and have no alternative use and the Company has an enforceable right to payment for work performed. For work performed but not completed and

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unbilled, the Company estimates revenue by taking actual costs incurred and applying historical margins for similar types of contracts. Items included in “Products” ~~revenue~~net sales are ~~the design and production of~~manufactured Financial Payment Cards, including contact-EMV^®, ~~Dual-Interface~~dual-interface EMV,®~~, metal,~~ contactless and magnetic stripe cards, Second Wave^TM, metal, private label credit cards and retail gift cards. Card@Once^® printers and consumables are also included in “Products” net sales, and their associated revenues are recognized at the time of shipping.

The Company includes gross shipping and handling revenue ~~and cost~~ in net sales, and shipping and handling costs in cost of ~~sales, respectively.~~sales.

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

Services Net Sales

~~Revenue is~~Net sales are recognized for “Services” as the services are performed. Items included in “Services” net sales include the personalization and fulfillment of Financial Payment Cards, providing tamper-evident secure packaging and fulfillment services to Prepaid Debit Card program managers and software as a service personalization of instant issuance debit and credit cards. The Company also generates ~~“Service” revenue click-fees~~“Services” net sales from usage-fees generated from the Company’s patented card design software, known as ~~MYCA,~~MYCA®, which provides customers and cardholders the ability to design cards on the internet

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and customize cards with individualized digital images. ~~“Services” revenue is also generated from personalizing retail gift cards historically in Canada prior to disposition. As applicable, for~~ For work performed but not completed and unbilled, the Company estimates revenue by taking actual costs incurred and applying historical margins for similar types of contracts.

Customer Contracts

The Company often enters into Master Services Agreements (“MSAs”) with its customers. Generally, enforceable rights and obligations for goods and services occur only when a customer places a purchase order or statement of work to obtain goods or services under an MSA. The contract term as defined by ~~ASU 2014-09~~ASC 606, Revenue from Contracts with Customers, is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature.

3. Discontinued Operation

On August 3, 2018, the Company completed the sale of its three facilities in the United Kingdom that produced retail cards, such as gift and loyalty cards, for customers in the United Kingdom and continental Europe, and provided personalization, packaging and fulfillment services. The facilities ~~that comprised the U.K. Limited reporting segment.~~ sold included Colchester, Liverpool and Derby locations. The Company reported ~~the sale of~~ the U.K. Limited reporting segment as discontinued operations and restated the comparative financial information for all periods presented in conformity with GAAP. Unless otherwise indicated, information in these notes to the unaudited condensed consolidated financial statements relate to continuing operations. The Company did not retain significant continuing involvement with the discontinued operation subsequent to the disposal.

The ~~major line items constituting the loss from~~impact of the discontinued ~~operation~~operations was insignificant to the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, ~~2018 are presented in the table below. The amounts relating to the discontinued operation for the three~~2020 and ~~nine months ended September 30, 2019 were not significant.~~ 2019.

Three Months Ended

Nine Months Ended

September 30, 2018

September 30, 2018
Total net sales

$
1,943

$
10,741
Total cost of sales

1,721

10,221
Selling, general and administrative

1,238

4,303
Impairments

-

7,615
Other expense

4,009

4,038
Pretax (loss) from discontinued operation

(5,025)

(15,436)
Pretax loss on sale of discontinued operation

(5)

(7,248)
Total pretax loss on discontinued operation

(5,030)

(22,684)
Income tax benefit

-

133
Net (loss) from discontinued operation

$
(5,030)

$
(22,551)

4. Accounts Receivable

Accounts receivable consisted of the following:


	September 30, 2019		December 31, 2018


					September 30, 2020		December 31, 2019

Trade accounts receivable	$	39,927	$	36,428	$	50,971	$	39,004
Unbilled accounts receivable		5,249		7,577		8,413		4,223
		45,176		44,005
						59,384		43,227
Less allowance for doubtful accounts		(370)		(211)		(291)		(395)
Accounts receivable, net	$	44,806	$	43,794
					$	59,093	$	42,832

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5. Inventories

5. ~~Inventories~~

Inventories ~~are summarized below:~~

September 30, 2019

December 31, 2018

Raw materials

$
17,963

$
8,235
Finished goods

5,309

2,991
Inventory reserve

(1,167)

(1,399)

$
22,105

$
9,827

~~6. Plant, Equipment and Leasehold Improvements~~

~~Plant, equipment and leasehold improvements~~ consisted of the following:

September 30, 2019

December 31, 2018

Machinery and equipment

$
53,647

$
62,067
Machinery and equipment under financing leases

7,014

1,812
Furniture, fixtures and computer equipment

4,456

7,730
Leasehold improvements

14,892

19,651
Construction in progress

1,188

1,596

81,197

92,856
Less accumulated depreciation

(44,338)

(53,746)
Operating lease right-of-use assets, net of accumulated amortization

6,796

—

$
43,655

$
39,110


	September 30, 2020		December 31, 2019

Raw materials	$	18,025	$	16,492
Finished goods		4,623		5,047
Inventory reserve		(2,482)		(1,347)
	$	20,166	$	20,192

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

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


	September 30, 2020		December 31, 2019

Machinery and equipment	$	53,224	$	52,212
Machinery and equipment under financing leases		9,874		8,256
Furniture, fixtures and computer equipment		4,171		4,749
Leasehold improvements		14,941		14,905
Construction in progress		658		455
		82,868		80,577
Less accumulated depreciation and amortization		(52,054)		(45,277)
Operating lease right-of-use assets, net of accumulated amortization		4,659		6,312
	$	35,473	$	41,612

Depreciation expense of plant, equipment and leasehold improvements, including depreciation of assets under financing leases, was ~~$3,105~~$2,831 and ~~$3,093~~$3,167 for the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~$9,268~~$8,989 and ~~$10,641~~$9,455 for the nine months ended September 30, ~~2019,~~2020 and ~~2018,~~2019, respectively.

Operating lease right-of-use assets, net of accumulated amortization, are further described in Note ~~1, Business Overview~~10, Financing and ~~Summary of Significant Accounting Policies.~~Operating Leases.

7. Goodwill and Other Intangible Assets

The Company reports all of its goodwill in ~~its U.S.~~the Debit and Credit segment at September 30, ~~2019~~2020 and December 31, ~~2018.~~2019. Goodwill is tested for impairment at least annually on October 1 or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. The Company did not identify a triggering event requiring a quantitative test for impairment as of September 30, 2020.

Intangible assets consist of customer relationships, technology and software, trademarks and non-compete ~~agreements and trademarks.~~agreements. Intangible amortization expense was ~~$1,159~~$1,149 and ~~$1,164~~$1,159 for the three months ended September 30, 2020 and 2019, respectively, and ~~2018, respectively,~~$3,447 and $3,487 ~~and $3,492~~ for the nine months ended September 30, ~~2019~~2020 and ~~2018, respectively.~~ 2019.

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At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, intangible assets, excluding goodwill, were comprised of the following:


				September 30, 2019						December 31, 2018
	Average Life					Accumulated		Net Book				Accumulated		Net Book
	(Years)			Cost		Amortization		Value		Cost		Amortization		Value


																	September 30, 2020						December 31, 2019
																Weighted Average	Gross Book		Accumulated		Net Book		Gross Book		Accumulated		Net Book
																Life (Years)	Value		Amortization		Value		Value		Amortization		Value

Customer relationships	12	to	20	$	55,454	$	(28,045)	$	27,409	$	55,454		(25,587)	$	29,867	17.2	$	55,454	$	(31,323)	$	24,131	$	55,454		(28,865)	$	26,589
Technology and software	7	to	10		7,101		(4,720)		2,381		7,101		(4,024)		3,077	8		7,101		(5,649)		1,452		7,101		(4,952)		2,149
Trademarks	7.5	to	10		3,330		(1,169)		2,161		3,330		(877)		2,453	8.7		3,330		(1,558)		1,772		3,330		(1,266)		2,064
Non-compete agreements	5	to	8		491		(491)		—		491		(451)		40	5		491		(491)		—		491		(491)		—
Intangible assets subject to amortization				$	66,376	$	(34,425)	$	31,951	$	66,376	$	(30,939)	$	35,437		$	66,376	$	(39,021)	$	27,355	$	66,376	$	(35,574)	$	30,802

The estimated future aggregate amortization expense for the identified amortizable intangibles noted above as of September 30, ~~2019~~2020 was as follows:


2019	$	1,150
2020		4,595

2020 (excluding the nine months ended September 30, 2020)			$	1,148
2021		4,352		4,352
2022		3,867		3,867
2023		3,867		3,867
2024				3,530
Thereafter		14,120		10,591
	$	31,951
			$	27,355

8. Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). In determining fair value, the Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

● Level 2— Observable inputs other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities.

● Level 3— Valuations based on unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

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


	Carrying
	Value as of		Fair Value as of		Fair Value Measurement at September 30, 2019
	September 30,		September 30,		(Using Fair Value Hierarchy)
	2019		2019		Level 1		Level 2		Level 3

											Carrying
											Value as of		Fair Value as of		Fair Value Measurement at September 30, 2020
											September 30,		September 30,		(Using Fair Value Hierarchy)
											2020		2020		Level 1		Level 2		Level 3
Liabilities:
First Lien Term Loan	$	312,500	$	246,875	$	—	$	246,875	$	—	$	312,500	$	275,391	$	—	$	275,391	$	—
Senior Credit Facility											$	30,000	$	30,000	$	—	$	—	$	30,000


	Carrying
	Value as of		Fair Value as of		Fair Value Measurement at December 31, 2018
	December 31,		December 31,		(Using Fair Value Hierarchy)
	2018		2018		Level 1		Level 2		Level 3

											Carrying
											Value as of		Fair Value as of		Fair Value Measurement at December 31, 2019
											December 31,		December 31,		(Using Fair Value Hierarchy)
											2019		2019		Level 1		Level 2		Level 3
Liabilities:
First Lien Term Loan	$	312,500	$	203,125	$	—	$	203,125	$	—	$	312,500	$	234,375	$	—	$	234,375	$	—

The aggregate fair value of the Company’s First Lien Term Loan as(as defined in Note ~~10 “Long-Term Debt and Credit Facility,”~~11, Long-Term Debt) was based on bank quotes. The fair value measurement associated with the Senior Credit Facility (as defined in Note 11, Long-Term Debt) is based on significant unobservable Level 3 inputs, which require management judgment and estimation. The Senior Credit Facility ranks senior in priority to the Company’s First Lien Term Loan, and was valued using market data from companies with similar credit ratings.

The carrying amounts for cash and cash equivalents, accounts receivable and accounts payable each approximate fair value.

9. Accrued Liabilities

Accrued liabilities consisted of the following:


	September 30, 2019		December 31, 2018


					September 30, 2020		December 31, 2019

Accrued payroll and related employee expenses	$	4,233	$	4,040	$	5,152	$	3,954
Accrued employee performance bonus		3,574		7,137		3,717		3,920
Accrued Interest		4,834		5,058
Employer payroll tax, including social security deferral						2,008		368
Accrued rebates						3,931		1,573
Sales tax liability						2,100		1,907
Accrued interest						4,137		4,951
Operating and financing lease liability (current portion)		4,425		521		4,901		4,494
Other		4,505		7,097		3,581		3,568
Total accrued expenses	$	21,571	$	23,853	$	29,527	$	24,735

The estimated sales tax liability is further described in Note 15, Commitments and Contingencies and Note 1, Business Overview and Summary of Significant Accounting Policies.

10. Financing and Operating Leases

CPI adopted ASC 842 effective January 1, 2019. The Company elected the ‘package of practical expedients’, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification, and initial direct costs. Right-of-use (“ROU”) represents the right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. A lease is deemed to exist when the Company has the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain period of time and consideration paid. The right to control is deemed to occur when the Company has the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets. As a result of the adoption of ASC 842, the Company recorded

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$8,025 of operating ROU assets, and corresponding operating lease liabilities of $8,813 on January 1, 2019, relating to existing real estate operating leases.

The components of operating and finance lease costs were as follows:



	Three Months Ended		Three Months Ended
	September 30, 2020		September 30, 2019
Total operating lease costs	$	664	$	659

Finance lease cost:
Right-of-use amortization expense	$	326	$	273
Interest on lease liabilities		110		98
Total financing lease costs	$	436	$	371

	Nine Months Ended		Nine Months Ended
	September 30, 2020		September 30, 2019
Total operating lease costs	$	2,006	$	1,967

Finance lease cost:
Right-of-use amortization expense	$	982	$	574
Interest on lease liabilities		356		160
Total financing lease costs	$	1,338	$	734

The following table reflects balances for operating and financing leases:



	September 30, 2020		December 31, 2019
Operating leases
Operating lease right-of-use assets, net of amortization	$	4,659	$	6,312

Operating lease liability (current)	$	2,489	$	2,283
Long-term operating liability		2,773		5,067
Total operating lease liabilities	$	5,262	$	7,350

Financing leases
Property, equipment and leasehold improvements	$	9,874	$	8,256
Accumulated depreciation		(2,072)		(1,094)
Total property, equipment and leasehold improvements, net	$	7,802	$	7,162

Financing lease liability (current)	$	2,412	$	2,211
Long-term financing liability		3,500		3,886
Total financing lease liabilities	$	5,912	$	6,097

Finance and operating lease ROU assets are recorded in “Plant, equipment, leasehold improvements, and operating lease right-of-use assets, net”. Financing and operating lease liabilities are recorded in “Accrued expenses” and “Other long-term liabilities.”

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Future cash payment with respect to lease obligations as of September 30, 2020 were as follows:


		Operating		Financing
		Lease		Leases
2020 (excluding nine months ended September 30, 2020)	$	744	$	711
2021		2,632		2,470
2022		1,150		1,983
2023		823		1,032
2024		582		258
Thereafter		-		2
Total lease payments		5,931		6,456
Less imputed interest		(669)		(544)
Total	$	5,262	$	5,912

11. Long-Term Debt ~~and Credit Facility~~

At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, long-term debt ~~and credit facilities~~ consisted of the following:


	Interest		September 30,		December 31,
	Rate (1)		2019		2018

							Interest		September 30,		December 31,
							Rate ⁽¹⁾		2020		2019
First Lien Term Loan ~~(1)~~	6.71	%	$	312,500	$	312,500	5.50	%	$	312,500	$	312,500
Senior Credit Facility							9.50	%		30,000		—
Unamortized discount				(1,940)		(2,448)				(2,312)		(1,770)
Unamortized deferred financing costs				(3,273)		(4,234)				(4,429)		(2,952)
Total Long-term debt			$	307,287	$	305,818			$	335,759	$	307,778
Less current maturities										—		—
Long-term debt, net of current maturities										335,759		307,778

(1(1) ) ~~Interest Rate at~~The interest rate on the First Lien Term Loan was 5.5%, and 6.71% as of September 30, ~~2019. Interest rate at~~2020, and December 31, ~~2018~~2019, respectively. The interest rate on the Senior Credit Facility, which was ~~7.02%.~~entered into on March 6, 2020, was 9.5% as of September 30, 2020.

~~First Lien Credit Facility~~

On August 17, 2015, the Company entered into a first lien credit facility (the “First Lien Credit Facility”) with a syndicate of lenders providing for a $435,000 first lien term loan (the “First Lien Term Loan”) and a $40,000 revolving credit facility (the “Revolving Credit Facility”). The First Lien Term Loan matures on August 17, 2022 and the Revolving Credit Facility ~~have maturity dates of August~~was terminated concurrently with the Company entering into a new senior credit facility on March 6, 2020.

On March 6, 2020, the Company and its wholly owned subsidiary, CPI Acquisition, Inc. (now known as CPI CG Inc.) (the “Borrower”), entered into a super senior credit agreement with Guggenheim Credit Services, LLC (“Guggenheim”), Vector Capital Credit Opportunity Master Fund, L.P., Guggenheim, as administrative agent and collateral agent, and certain other lenders from time to time party thereto (the “Senior Credit Agreement” and together with all ancillary documents thereto, the “Senior Credit Facility”). The Senior Credit Facility matures on May 17, 2022, and ~~August 17, 2020, respectively.~~provides for the extension of credit to the Borrower in the form of super senior term loans in an aggregate principal amount of $30,000, and ranks senior in priority to the Company’s First Lien Term Loan.

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The Senior Credit Facility and the First Lien ~~Credit Facility is~~Term Loan are secured by ~~a first-priority security interest in~~ substantially all of the Company’s assets constituting equipment, inventory, receivables, cash and other tangible and intangible property.

~~Interest rates under~~The Senior Credit Facility and the First Lien Term Loan contain customary representations, covenants and events of default, including certain covenants that limit or restrict the Company’s and certain of its subsidiaries’ ability to incur indebtedness, grant certain types of security interests, incur certain types of liens, sell or transfer assets or enter into a merger or consolidate with another company, enter into sale and leaseback transactions, make certain types of investments, declare or make dividends or distributions, engage in certain affiliate transactions, or modify organizational documents, among other restrictions and subject to certain exceptions. In accordance with the Senior Credit Facility, ~~are based, at the Company’s election, on a Eurodollar rate, subject to an interest rate floor of 1.0%, plus a margin of 4.50%, or a base rate plus a margin of 3.50%.~~

The First Lien Credit Facility contains customary nonfinancial covenants, including among other things, certain restrictions or limitations on indebtedness, issuance of liens, investments, dividends, redemptions and other distributions to equity holders, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of the Company’s assets and affiliate transactions. The First Lien Credit Facility also contains a requirement that, as of the last day of any fiscal quarter, if the amount the Company ~~has drawn under the Revolving Credit Facility~~ is greater than 50% of the aggregate principal amount of all commitments of the lenders thereunder, the Company maintain a first lien net leverage ratio not in excess of 7.0 times trailing twelve month Adjustedalso required to have adjusted EBITDA, as defined in the ~~agreement. As~~agreement, of ~~September 30, 2019,~~$25,000 for the ~~Company was~~previous four consecutive fiscal quarters in ~~compliance with all covenants under~~total, at the end of each quarterly period ending on or after March 31, 2020.

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The Senior Credit Facility and the First Lien ~~Credit Facility.~~

~~The First Lien Credit Facility~~Term Loan also ~~requires~~require prepayment in advance of the maturity date upon the occurrence of certain customary events, including based on an annual excess cash flow calculation, pursuant to the terms of the respective agreement, with any required payments to be made after the issuance of the Company’s annual financial statements. The Company was not required to make any prepayments of the First Lien Term Loan with respect to our ~~2018~~2019 annual financial statements.

Interest rates under the Senior Credit Facility are based, at the Company's election, on a Eurodollar rate, subject to an interest rate floor of 1.0%, plus a margin of 8.5% or a base rate plus a margin of 7.5%. Prepayments made prior to February 15, 2022 are subject to a make-whole premium. Interest rates under the First Lien Term Loan are based, at the Company’s election, on a Eurodollar rate, subject to an interest rate floor of 1.0%, plus a margin of 4.5%, or a base rate plus a margin of 3.5%.

The term loans made under the Senior Credit Facility would be accelerated and become immediately due and payable if an event of default (as defined in the Senior Credit Agreement) were to occur. ~~At September 30, 2019,~~Tricor Pacific Capital Partners (Fund IV), Limited Partnership and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership (collectively, the “Tricor Funds”), own approximately 37% and 22% of the Company’s common stock, respectively, as of December 31, 2019. If the Tricor Funds were to sell or otherwise dispose of more than 25% of CPI’s outstanding common stock, or otherwise cease to own at least 30% of CPI’s outstanding common stock, other than by means of distributing CPI common stock to the participants in Tricor Funds, a “change of control” event of default would occur. Additionally, certain proposed changes to the Senior Credit Facility require the consent of lenders representing more than 50% of the outstanding term loans, and if a lender does not consent to such proposed changes, then, among other options, CPI may be required to pre-pay the non-consenting lender’s portion of the loan, including accrued interest, fees and other amounts payable, as well as a make-whole premium.

The proceeds of the Senior Credit Facility may be used by the Company ~~did not have~~to provide for the working capital and general corporate requirements of the Company and its subsidiaries, including to pay any ~~outstanding amounts under~~fees and expenses in connection with the ~~Revolving~~Senior Credit Facility and has $19,950 available for borrowing. Additional amounts may be available for borrowing under the term of the Revolving Credit Facility, up to the full $40,000, to the extent the Company’s net leverage ratio does not exceed 7.0 times Adjusted EBITDA, as defined in the agreement. The interest rate on the Revolving Credit Facility is the Federal base rate plus 3.5%. The Company has one outstanding letter of credit for $50 relating to the security deposit on a real property lease agreement. The Company pays a fee on outstanding letters of credit at the applicable margin, which was 4.50% as of September 30, 2019 and December 31, 2018, in addition to a fronting fee of 0.125% per annum. In addition, the Company is required to pay an unused commitment fee ranging from 0.375% per annum to 0.50% per annum of the average unused portion of the revolving commitments. The unused commitment fee is determined on the basis of a grid that results in a lower unused commitment fee as the Company’s total net leverage ratio declines.other related loan documents.

Deferred Financing Costs and Discount

Certain costs and discounts incurred with borrowings or the establishment or modification of credit facilities are reflected as a reduction to the long-term debt balance. These costs are amortized as an adjustment to interest expense over the life of the borrowing using the effective-interest rate method. The discount on the Senior Credit Facility was $1,400, and financing costs were $3,215, and both were recorded as a reduction to the long-term debt balance in the quarter ended March 31, 2020. The net discount and debt issuance costs on the Senior Credit Facility as included within financing activities on the condensed consolidated statement of cash flows relates to cash flows during the nine months ended September 30, 2020.

~~11.~~12. Income Taxes – Continuing Operations

During the three months ended September 30, ~~2019,~~2020, the Company recognized an income tax expense of ~~$2,515~~$1,402 on a pre-tax income of ~~$1,859,~~$7,211, compared to an income tax ~~benefit~~expense of ~~$355~~$2,258 on a pre-tax ~~loss~~income of ~~$1,440~~$1,629 for the pr~~ior~~prior year ~~period~~period. During the nine months ended September 30, 2020, the Company recognized an income tax benefit of $2,178 on a pre-tax income of $6,696, representing an effective income tax rate of (32.5%). ~~During~~For the nine months ended September 30, 2019, the Company recognized an income tax expense of ~~$3,695~~$3,618 on a pre-tax income of ~~$1,494,~~$912, representing an effective income tax rate of ~~247.3%~~396.7%. ~~For the nine months ended September 30, 2018, the Company recognized an income tax benefit~~

Table of ~~$4,933 on a pre-tax loss of $12,497, representing an effective income tax rate of 39.5%.~~Contents

For the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the effective tax rate differs from the U.S. federal statutory income tax rate as follows:


	September 30,
	2019		2018

					September 30,
					2020		2019
Tax at federal statutory rate	21.0	%	21.0	%	21.0	%	21.0	%
State Taxes, net	38.0		0.5
State taxes, net					7.4		62.3
Valuation allowance	174.1		(2.5)		(18.1)		290.2
Tax benefit U.K. discontinued operation	—		27.7
Permanent items					7.2		6.5
Tax benefit CARES Act					(54.7)		—
Other	14.2		(7.2)		4.7		16.7
Effective income tax rate	247.3	%	39.5	%	(32.5)	%	396.7	%

~~Table~~In March 2020, the CARES Act was signed into law. The CARES Act allows companies with net operating losses (“NOLs”) originating in 2018, 2019, or 2020 to carry back those losses for five years and temporarily eliminates the tax law provision that limits the use of ~~Contents~~

NOLs to 80% of taxable income. The CARES Act increases the Internal Revenue Code Section 163(j) interest deduction limit for 2019 and 2020, and allows for the acceleration of refunds of alternative minimum tax credits. For the nine months ended September 30, 2020, the Company estimated a tax benefit for certain provisions in the CARES Act including the carryback of losses and the increase to the interest deduction limitation, resulting in a tax rate benefit of 54.7%. In addition, the Company has adjusted the partial valuation allowance due to the limitation on the deductibility of interest expense with an income tax rate benefit during for the nine months ended September 30, 2020. The Company’s income tax receivable on the condensed consolidated balance sheet as of September 30, 2020, relates primarily to U.S. federal income tax receivables relating to prior tax years, including NOL carrybacks relating to the CARES Act income tax refund. Additionally, the income tax receivable relates to tax benefits based on our pre-tax income and income tax provision through September 30, 2020. In the nine months ended September 30, 2019, the effective tax rate differs from the federal U.S. statutory rate primarily due to the impact of tax expense recorded related to athe partial valuation allowance ~~of $2,600 on certain U.S. deferred tax assets at an effective income tax rate impact of 174.1% for the nine months~~ ~~ended September 30, 2019. The partial valuation allowance is~~ due to the limitation on the deductibility of ~~business~~ interest ~~expense which is~~expense.

13. Stockholders’ Deficit

Common Stock

Common Stock has a ~~provision~~par value of ~~U.S. government tax reform legislation enacted in December 2017. For~~$0.001 per share. Holders of Common Stock are entitled to receive dividends and distributions subject to the ~~nine months ended September 30, 2018,~~participation rights of holders of all classes of stock at the ~~primary reason that~~time outstanding, as such holders may have prior rights as to dividends pursuant to the ~~effective tax rate differs from~~rights of any series of Preferred Stock. Upon any liquidation, dissolution, or winding up of the ~~federal U.S. statutory rate is due~~Company, after required payments are made to ~~a tax benefit recorded in connection with~~holders of any series of Preferred Stock, any remaining assets of the ~~U.K. Limited discontinued operation. The Company’s income tax receivable on~~Company will be distributed ratably to the ~~condensed consolidated balance sheet as~~holders of ~~September 30, 2019, is primarily comprised~~Common Stock. Holders of ~~a $5,005 U.S. federal income tax receivable relating~~Common Stock are entitled to ~~a prior tax year.~~ one vote per share.

~~12. Loss~~17

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14. Income (Loss) per Share

Basic and diluted ~~loss~~income (loss) per share is computed by dividing net ~~loss~~income (loss) by the weighted-average number of common shares outstanding during the period.

The following table sets forth the computation of basic and diluted ~~loss~~income (loss) per share:

Three Months Ended

Nine Months Ended

September 30,

September 30,


2019

2018

2019

2018

Numerator:








Net loss from continuing operations

$
(656)

$
(1,085)

$
(2,201)

$
(7,564)

Net loss from discontinued operation

(28)

(5,030)

(16)

(22,551)

Net loss

$
(684)

$
(6,115)

$
(2,217)

$
(30,115)

Denominator:

Basic and Diluted weighted-average common shares outstanding

11,223,715

11,159,984

11,187,550

11,145,946

Basic and diluted-Continuing operations

$
(0.06)

$
(0.10)

$
(0.20)

$
(0.68)

Basic and diluted-Discontinued operation

(0.00)

(0.45)

(0.00)

(2.02)

Basic and diluted net loss per share

$
(0.06)

$
(0.55)

$
(0.20)

$
(2.70)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Numerator:
Net income (loss) from continuing operations	$	5,809	$	(629)	$	8,874	$	(2,706)
Net (loss) income from discontinued operation		—		(28)		(30)		(16)
Net income (loss)	$	5,809	$	(657)	$	8,844	$	(2,722)

Denominator:
Basic weighted-average common shares outstanding		11,230,028		11,223,715		11,228,116		11,187,550
Dilutive shares		1,793		—		6,982		—
Diluted weighted-average common shares outstanding		11,231,821		11,223,715		11,235,098		11,187,550

Net income (loss) per share from continuing operations - Basic:	$	0.52	$	(0.06)	$	0.79	$	(0.24)
Net income (loss) per share from discontinued operations - Basic:		—		(0.00)		(0.00)		(0.00)
Net income (loss) per share - Basic:	$	0.52	$	(0.06)	$	0.79	$	(0.24)

Net income (loss) per share from continuing operations - Diluted:	$	0.52	$	(0.06)	$	0.79	$	(0.24)
Net income (loss) per share from discontinued operations - Diluted:		—		(0.00)		(0.00)		(0.00)
Net income (loss) per share - Diluted:	$	0.52	$	(0.06)	$	0.79	$	(0.24)

The Company reported a net loss for the three and nine months ended September 30, ~~2019 and 2018.~~2019. Accordingly, the potentially dilutive effect of 840,819 ~~and 666,101~~ stock options and 9,256 ~~and 68,811~~ restricted stock units were excluded from the computation of diluted earnings per share as of September 30, 2019, ~~and 2018, respectively,~~ as their inclusion would be anti-dilutive.

~~13.~~15. Commitments and Contingencies; Litigation Settlement

Contingencies

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

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Derivative Suit

Heckermann v. Montross et al., Case No. 1:17-CV-01673 (D. Del.) (the “Derivative Suit”)

On November 20, 2017, a purported CPI stockholder filed a stockholder derivative complaint in the United States District Court for the District of Delaware (the “Court”) against certain of CPI’s former officers and current and former directors, along with the sponsors of CPI’s October 2015 initial public offering (“IPO”). CPI is also named as a nominal defendant. The derivative complaint asserts claims under §§10(b) and 20(a) of the Securities Exchange Act of 1934 and ~~SEC~~Securities and Exchange Commission Rule 10b-5 and seeks, among other things, injunctive relief, damages and costs. It alleges false or

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misleading statements and omissions in the Registration Statement filed by CPI in connection with its IPO and subsequent public filings and statements. The derivative complaint also asserts claims for purported breaches of fiduciary duties, unjust enrichment, mismanagement and waste of corporate assets.

On ~~March 28, 2018,~~December 18, 2019, the ~~Court entered the parties’ stipulated order staying~~parties filed a Stipulation and Agreement of Settlement to resolve and dismiss the Derivative Suit, ~~pending~~and on April 1, 2020, the Court granted final ~~determination~~approval of ~~In Re CPI Card Group Inc. Securities Litigation,~~ ~~Case No. 1:16-CV-04531 (S.D.N.Y.) (the “Class Action”), which was~~the settlement set forth therein and dismissed ~~in its entirety,~~ with prejudice ~~on February 25, 2019.~~all claims (the “Settlement”). Under ~~its terms,~~ the ~~stay of~~Settlement, (i) all claims that were or could have been asserted in the Derivative Suit ~~was lifted 30 days after~~were resolved and discharged, (ii) the ~~entry of final judgment~~Company agreed to implement certain corporate governance reforms, and (iii) the Company’s insurer agreed to pay fees and expenses awarded to the plaintiff’s counsel in the ~~Class Action which~~amount of $343 and a service award to the plaintiff of a nominal amount. There was ~~entered on February 25, 2019. The Derivative Suit litigation is ongoing.~~

~~Given the current stage of this matter, the range of any potential loss is not probable or estimable and~~ no liability ~~has been~~necessary to be recorded for the Settlement as of September 30, ~~2019 and~~2020, or December 31, ~~2018.~~2019.

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

Estimated Sales Tax Liability

The Company is evaluating a state sales tax liability analysis for states in which it has economic nexus, and collecting exemption documentation from its customers. It is probable that the Company will be subject to sales tax liabilities plus interest and penalties relating to historical activity in certain states. The liability for sales tax was estimated and recorded during the quarter ended June 30, 2020, and the Company has estimated a liability of $2,100 as of September 30, 2020, which is recorded in accrued expenses in the condensed consolidated balance sheets. Due to the estimates involved in the analysis, the Company expects that the estimated liability will change in the future, and could exceed the original estimate. Additionally, the liability may be reduced by the payment of sales tax directly to the applicable states. Amounts that are recovered from customers will reduce the estimated expense when probable of collection. Future changes to the liability estimate that impact the condensed consolidated statements of operations will be recorded within selling, general, and administrative expenses.

Litigation Settlement

CPI Card Group Inc. v. Multi Packaging Solutions, Inc., et al. Second Case

During the summer of 2017, the Company and its subsidiary, CPI Card Group – Minnesota, Inc. (together, the “Company Plaintiffs”), commenced a lawsuit in the United States District Court for the District of Minnesota against a former employee, Multi Packaging Solutions, Inc. (“MPS”), and two MPS employees as individuals (collectively, the ~~Defendants)~~“Defendants”). On June 12, 2019, the Company Plaintiffs and the Defendants reached a settlement pursuant to which the case was resolved and dismissed by mutual agreement on terms that provided for, among other things, a cash payment to the Company. The Company received a $6,000 cash settlement payment during the second quarter of 2019, and recorded the gain within income from operations, in the Other segment. The case was dismissed in its entirety, with prejudice, by court order on July 12, 2019. ~~For further information see Part II-Item 1. Legal Proceedings.~~

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

~~14.~~16. Stock-Based Compensation

CPI Card Group Inc. Omnibus Incentive Plan

~~During~~In October 2015, the Company adopted the CPI Card Group Inc. Omnibus Incentive Plan (the “Omnibus Plan”) pursuant to which cash and equity based incentives may be granted to participating employees, advisors and directors. The Company had reserved 800,000 shares of common stock for issuance under the Omnibus Plan. Effective ~~September~~March 25,

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2017, the Omnibus Plan was amended and restated, providing for an increase in the number of shares of common stock authorized for issuance thereunder by 400,000. The increase was made effective in the fourth quarter of 2017 by stockholder approval in accordance with applicable law, after which the Company had reserved 1,200,000 shares of common stock for issuance. As of September 30, ~~2019,~~2020, there were ~~228,555~~365,967 shares available for grant under the Omnibus Plan.

During the nine months ended September 30, 2020, and during the fiscal year ended December 31, 2019, the Company did not grant any awards of non-qualified stock options.

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The following is a summary of the activity in outstanding stock options under the Omnibus Plan:

Weighted-

Weighted-

Average

Average

Remaining

Exercise

Contractual Term

Options

Price

(in Years)
Outstanding as of December 31, 2018

910,627

$
14.99

Granted

—

—

Forfeited

(69,808)

12.45

Outstanding as of September 30, 2019

840,819

$
15.20

7.62
Options vested and exercisable as of September 30, 2019

517,794

16.57

7.52
Options vested and expected to vest

840,819

15.20

7.62


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual Term
	Options	Price		(in Years)
Outstanding as of December 31, 2019	793,084	$	14.91
Forfeited	(86,712)	$	12.61
Outstanding as of September 30, 2020	706,372	$	15.20	6.69
Options vested and exercisable as of September 30, 2020	661,053	$	16.08	6.62
Options vested and expected to vest as of September 30, 2020	706,372	$	15.20	6.69

The following is a summary of the activity in ~~non-vested~~unvested stock options under the Omnibus Plan:

Weighted-Average

Number

Grant-Date Fair Value

Non-vested as of December 31, 2018

605,352

$
3.14
Granted

-

-
Forfeited

(51,567)

3.25
Vested

(230,760)

2.28
Non-vested as of September 30, 2019

323,025

$
3.74


		Weighted-Average
	Options	Grant-Date Fair Value

Unvested as of December 31, 2019	250,571	$	1.90
Forfeited	(16,028)		2.33
Vested	(189,224)		2.05
Unvested as of September 30, 2020	45,319	$	1.10

Unvested options as of September 30, ~~2019,~~2020, will vest as follows:

2019

45,345
2020

225,980
2021

51,700
Total unvested options as of September 30, 2019

323,025



2020 (excluding nine months ended September 30, 2020)		—
2021		45,319
Total unvested options as of September 30, 2020		45,319

~~The weighted-average grant-date fair value of options granted was as follows:~~

Three Months Ended September 30,

2019

2018
Weighted-average grant-date fair value of options granted

$
n/a

$
1.20

The following table summarizes the changes in the number of outstanding restricted stock units:

Weighted-

Average

Weighted-

Remaining

Average

Amortization

Grant-Date

Period

Units

Fair Value

(in Years)

Outstanding as of December 31, 2018

68,649

$
6.25

Granted

—

Vested

(57,563)

3.15

Forfeited

(1,830)

21.75

Outstanding as of September 30, 2019

9,256

$
22.44

0.60


				Weighted-
				Average
		Weighted-		Remaining
		Average		Amortization
		Grant-Date		Period
	Units	Fair Value		(in Years)
Outstanding as of December 31, 2019	7,347	$	22.49
Vested	(7,144)		22.51
Forfeited	(203)		21.75
Outstanding as of September 30, 2020	—	$	—	-

During the nine months ended September 30, 2020, and during the fiscal year ended December 31, 2019, the Company did not grant any awards of restricted stock units.

Outstanding restricted stock units have vested entirely as of September 30, 2020. On October 2, 2020, the Company granted 180,001 restricted stock units to employees. The restricted stock unit awards contain conditions associated with continued employment or service, and generally vest two years from the date of grant. On the vesting date, shares of common stock will be issued to the award recipients.

1920

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~~Unvested restricted stock units as~~During the year ended December 31, 2017, the Company granted awards of ~~September 30, 2019, will vest as follows:~~

2019

—
2020

9,013
2021

243
Total unvested restricted stock units as of September 30, 2019

9,256

~~The following table summarizes the changes in the number of outstanding~~932,837 cash performance ~~units:~~


		~~Units~~
~~Outstanding as of December 31, 2018~~		~~425,012~~
~~Granted~~
~~Vested~~		~~(212,505)~~
~~Forfeited~~		~~(40,181)~~
~~Outstanding as of September 30, 2019~~		~~172,326~~

units with a grant-date fair value of $663. These awards ~~will settle~~settled in cash in three annual payments on the first, second and third anniversaries of the date of grant. The cash performance units ~~are~~were based on the performance of the Company’s stock, measured based on the Company’s stock price at each of the first, second, and third anniversaries of the grant date ~~of March 22, 2017,~~ compared to the Company’s stock price on the date of grant. ~~During the nine months of 2019, the second tranche of the cash performance units vested. Accordingly, the Company made a cash payment of $106 to the award recipients.~~

The Company ~~recognizes~~recognized compensation expense on a straight-line basis for each annual performance period. The cash performance units ~~are~~were accounted for as a liability and ~~re-measured~~remeasured to fair value at the end of each reporting period. ~~As of~~During the nine months ended September 30, ~~2019,~~2020, the third tranche of the cash performance units vested and the Company ~~recognized~~made a ~~liability~~cash payment of ~~$73 in “Accrued expenses” in~~$68 to the ~~Condensed Consolidated Balance Sheet for unsettled~~award recipients. There are no outstanding cash performance ~~units.~~units as of September 30, 2020.

Compensation expense for the Omnibus Plan for the three months ended September 30, 2020 and 2019 was $25 and ~~2018 was~~ $9, ~~and $(42), as a result of forfeitures,~~ respectively. Compensation expense for the nine months ended September 30, 2020 and 2019 was $84 and ~~2018 was~~ $317, ~~and $741,~~ respectively. As of September 30, ~~2019,~~2020, the total unrecognized compensation expense related to unvested options, and restricted stock units is not significant, and ~~cash performance unit awards under~~ the ~~Omnibus Plan was $217, which the Company expects~~expense is expected to ~~recognize~~be recognized over an estimated weighted-average period of ~~0.93 years.~~less than one year.

CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan

In 2007, the Company’s Board of Directors adopted the CPI Holdings I, Inc. Amended and Restated 2007 Stock Option Plan (the “Option Plan”). Under the provisions of the Option Plan, stock options ~~may~~could be granted to employees, directors and consultants at an exercise price greater than or equal to (and not less than) the fair market value of a share on the date the option iswas granted.

~~During~~Following the ~~nine months ended September 30, 2019,~~Company’s adoption of its Omnibus Plan, no awards have been made under the ~~remaining 6,600~~Option Plan. All options under the Option Plan were exercised, and there were no outstanding shares ~~were exercised.~~remaining. As such, there were no outstanding shares remaining as of December 31, 2019 or September 30, ~~2019.~~

~~Compensation expense and unrecorded~~2020. There was no compensation expense related to options previously granted under the Option Plan, for the three and nine months ended September 30 ~~2019~~, 2020 and ~~2018, were de minimis.~~ 2019.

~~15.~~17. Segment Reporting

The Company has identified reportable segments as those consolidated subsidiaries that represent 10% or more of its ~~revenue,~~net sales, EBITDA (as defined below) or total assets, or when the Company believes information about the segment would be useful to the readers of the financial statements. The Company’s chief operating decision maker is its Chief Executive Officer who is charged with management of the Company and is responsible for the evaluation of operating performance and decision making about the allocation of resources to operating segments based on measures, such as ~~revenue~~net sales and EBITDA.

EBITDA is the primary measure used by the Company’s chief operating decision maker to evaluate segment operating performance. As the Company uses the term, EBITDA is defined as income before interest expense, income

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taxes, depreciation and amortization. The Company’s chief operating decision maker believes EBITDA is a meaningful measure and is ~~superior~~useful as a supplement to ~~available~~ GAAP measures as it represents a transparent view of the Company’s operating performance that is unaffected by fluctuations in property, equipment and leasehold improvement additions. The Company’s chief operating decision maker uses EBITDA to perform periodic reviews and comparison of operating trends and to identify strategies to improve the allocation of resources amongst segments.

On August 3, 2018, the Company completed the sale of the U.K. Limited segment. See Note 3 “Discontinued Operation” for further information. The Company has restated all historical periods presented within these financial statements and has not included U.K. Limited as a reportable segment.

As of September 30, ~~2019,~~2020, the Company’s reportable segments were as follows:

● ~~U.S.~~ Debit and Credit,

● ~~U.S.~~ Prepaid Debit, and

● Other.

The Other category includes the Company’s corporate ~~headquarters~~office and, for the three and nine months ended September 30, 2019, a less significant operating segment that historically derived its revenue from the production of financial payment cards and retail gift cards in Canada. The Company’s Canadian subsidiary was sold on April 1, 2019. The sale ~~agreement~~ did not include the portions of the business relating to Financial Payment Cards, as those business customers of the Canadian subsidiary migrated to the Company’s operations in the ~~U.S.~~Debit and Credit segment or to other service providers in 2019.

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Performance Measures of Reportable Segments

~~Revenue~~Net Sales and EBITDA of the Company’s reportable segments for the three and nine months ended September 30, ~~2019,~~2020 and ~~2018,~~2019, were as follows:


	Net Sales
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
U.S. Debit and Credit	$	51,502	$	48,002	$	151,517	$	128,992
U.S. Prepaid Debit		20,452		21,190		53,162		52,128

									Net Sales
									Three Months Ended September 30,				Nine Months Ended September 30,
									2020		2019		2020		2019
Debit and Credit									$	62,710	$	51,502	$	180,855	$	151,517
Prepaid Debit										20,604		20,452		48,680		53,162
Other		—		1,920		1,679		7,599		—		—		—		1,679
Intersegment eliminations		(273)		(125)		(910)		(1,421)		(612)		(273)		(1,486)		(910)
Total	$	71,681	$	70,987	$	205,448	$	187,298	$	82,702	$	71,681	$	228,049	$	205,448


	EBITDA
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
U.S. Debit and Credit	$	11,417	$	9,136	$	32,387	$	24,788
U.S. Prepaid Debit		8,342		8,831		20,001		18,337

									EBITDA
									Three Months Ended September 30,				Nine Months Ended September 30,
									2020		2019		2020		2019
Debit and Credit									$	16,993	$	11,249	$	45,073	$	31,992
Prepaid Debit										8,332		8,342		16,974		20,001
Other		(7,551)		(8,999)		(19,292)		(24,246)		(7,836)		(7,551)		(23,757)		(19,292)
Total	$	12,208	$	8,968	$	33,096	$	18,879	$	17,489	$	12,040	$	38,290	$	32,701

The following table provides a reconciliation of total segment EBITDA from continuing operations to net ~~loss~~income (loss) from continuing operations for the three and nine months ended September 30, ~~2019,~~2020 and ~~2018:~~2019:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

									Three Months Ended				Nine Months Ended
									September 30,				September 30,
									2020		2019		2020		2019
Total segment EBITDA from continuing operations	$	12,208	$	8,968	$	33,096	$	18,879	$	17,489	$	12,040	$	38,290	$	32,701
Interest, net		(6,085)		(6,151)		(18,847)		(17,243)		(6,298)		(6,085)		(19,158)		(18,847)
Income tax (expense) benefit		(2,515)		355		(3,695)		4,933
Income tax benefit (expense)										(1,402)		(2,258)		2,178		(3,618)
Depreciation and amortization		(4,264)		(4,257)		(12,755)		(14,133)		(3,980)		(4,326)		(12,436)		(12,942)
Net loss from continuing operations	$	(656)	$	(1,085)	$	(2,201)	$	(7,564)
Net income (loss) from continuing operations									$	5,809	$	(629)	$	8,874	$	(2,706)

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Balance Sheet Data of Reportable Segments

Total assets of the Company’s reportable segments at September 30, ~~2019,~~2020 and December 31, ~~2018,~~2019, were as follows:


	September 30, 2019		December 31, 2018

U.S. Debit and Credit	$	174,139	$	169,567
U.S. Prepaid Debit		30,432		25,117

					September 30, 2020		December 31, 2019

Debit and Credit					$	209,579	$	176,020
Prepaid Debit						32,498		25,259
Other		9,178		12,520		11,611		11,732
Total assets	$	213,749	$	207,204	$	253,688	$	213,011

~~Net Sales by Products and Services~~

~~Net sales from products and services sold by the Company for the three and nine months ended September 30, 2019 and 2018 were as follows:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,


2019

2018

2019

2018

Products net sales (a)

$
33,963

$
34,673

$
99,845

$
90,911
Services net sales (b)

37,718

36,314

105,603

96,387
Total net sales

$
71,681

$
70,987

$
205,448

$
187,298

~~(a) “~~Products” net sales include the design and production of Financial Payment Cards in contact-EMV, Dual-Interface EMV, metal, contactless and magnetic stripe card formats. The Company also generates “Products” revenue from the sale of Card@Once printers and consumables, private label credit cards and retail gift cards.

~~(b)~~ “Services” net sales include revenue from the personalization and fulfillment of Financial Payment Cards, providing tamper-evident security packaging and fulfillment services to Prepaid Debit Card program managers and software as a service ~~personalization~~ of instant issuance debit cards. The Company also generates “Services” revenue from click-fees generated from the Company’s patented card design software, known as MYCA, which provides customers and cardholders the ability to design cards on the internet and customize cards with individualized digital images. “Services” revenue is also generated from personalizing retail gift cards, historically generated in Canada prior to the disposition.

Net Sales to Geographic Locations, Property, Equipment and Leasehold Improvements and Long-Lived Assets

Subsequent to the sale of the Company’s U.K. Limited segment and reclassification to discontinued operations, and the sale of the Company’s Canada operations on April 1, 2019, the Company’s Net Sales, Property, Equipment and Leasehold Improvements, and Long-Lived assets relating to geographic locations outside of the United States is insignificant.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations

References to the “Company,” “our,” “us” or “we” refer to CPI Card Group Inc. and its subsidiaries. For an understanding of the significant factors that influenced our results, the following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this ~~report.~~Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. This management’s discussion and analysis should also be read in conjunction with the management’s discussion and analysis and consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 filed with the Securities and Exchange Commission (“SEC”).

Cautionary Statement Regarding Forward-Looking Information

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (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, ~~(the “1933 Act”)~~ and Section 21E of the Securities Exchange Act of 1934, as ~~amended (the “1934 Act”).~~amended. The words “believe,” “estimate,” “project,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” ~~“could”~~“could,” “guides,” “provides guidance,” “provides outlook,” or other similar expressions are intended to identify forward-looking statements, which are ~~generally~~ not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us, and other information currently available. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. We are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important ~~factors~~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: the potential effects of COVID-19 on our business, including our supply-chain, customer demand, workforce, operations and ability to comply with certain covenants in our credit facilities; a decline in U.S. and global market and economic conditions and resulting decreases in consumer and business spending; our lack of eligibility to participate in government relief programs related to COVID-19 or inability to realize material benefits from such programs; our substantial indebtedness, including inability to make debt service payments or refinance such indebtedness; costs and impacts to our financial results relating to the obligatory collection of sales tax and claims for uncollected sales tax in states that impose sales tax collection requirements on out-of-state businesses, and challenges to our income tax positions; the restrictive terms of our credit ~~facility~~facilities and covenants of future agreements governing indebtedness and the resulting restraints on our ability to pursue our business strategies; our limited ability to raise capital in the future; system security risks, data protection breaches and ~~cyber-attacks~~cyber-attacks; failure to comply with regulations, customer contractual requirements and evolving industry standards regarding consumer privacy and data use and security, including with respect to possible exposure to litigation and/or regulatory penalties under applicable data privacy and other laws for failure to ~~prevent such incidents;~~so comply; interruptions in our operations, including our ~~information technology~~IT systems, or in the operations of the third parties that operate the data centers or computing infrastructure on which we rely; disruptions in production at one or more of our ~~failure to maintain our listing on the NASDAQ Capital Market;~~facilities; our inability to adequately protect our trade secrets and intellectual property rights from misappropriation or infringement, claims that our technology is infringing on the intellectual property of others, and risks related to open source software; defects in our software; problems in production quality, materials and process; a disruption or other failure in our supply chain; our failure to retain our existing customers or identify and attract new customers; a loss of market share or a decline in profitability resulting from competition; our inability to recruit, retain and develop qualified personnel, including key personnel; our inability to sell, exit, reconfigure or consolidate businesses or facilities that no longer meet with our strategy; our inability to develop, introduce and commercialize new products; the effect of legal and regulatory proceedings; failure to meet the continued listing standards of the Toronto Stock Exchange or the rules of the OTCQX® Best Market; a continued decrease in the value of our common stock combined with our common stock no longer being traded on a United States national securities exchange, which may prevent investors or potential investors from investing or achieving a meaningful degree of liquidity; developing technologies that make our existing technology solutions and products obsolete or less relevant or a failure to introduce new products and services in a timely manner; quarterly variation in our operating results; our inability to realize the full value of our long-lived assets; our failure to operate our business in accordance with the ~~PCI~~Payment Card Industry (“PCI”) Security Standards Council ~~(“PCI”)~~ security standards or other industry ~~standards such as Payment Card Brand certification~~ standards; costs relating to the obligatory collection of sales tax and claims for uncollected sales tax in states that impose sales tax collection requirements on out-of-state retailers; disruption or delays in our manufacturing operations or supply chain; a decline in U.S. and global market and economic conditions and resulting decreases in consumer and business spending; costs relating to product defects and any related product liability and/or warranty claims; maintenance and further imposition of tariffs and/or trade restrictions on, or slow-downs or interruptions in our ability to obtain, goods imported into the United States; our dependence on licensing arrangements; risks associated with international operations; non-compliance with, and changes in, laws in the United States and in foreign jurisdictions in which we operate and sell our products; our

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ability to comply with a wide variety of environmental, health and safety laws and regulations and the exposure to liability for any failure to comply; risks associated with the controlling stockholders’ ownership of our stock; potential conflicts of interest that may arise due to our board of directors being comprised in part of directors who are principals of our largest stockholder; 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, ~~2018~~2019 filed with the ~~SEC~~Securities and Exchange Commission (the “SEC”) on March 6, ~~2019~~2020, Part II, Item 1A – Risk Factors in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and our other reports filed from time to time with the ~~Securities and Exchange Commission (the “SEC”).~~ 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 to differ materially from the expectations and beliefs contained herein. We

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undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Overview

We are ~~engaged~~a payment technology company and leading provider of comprehensive Financial Payment Card solutions in the ~~design, production, data personalization, packaging and fulfillment of Financial~~United States. We define “Financial Payment ~~Cards, which we define~~Cards” as credit, ~~cards,~~ debit ~~cards~~ and ~~prepaid~~Prepaid Debit Cards issued on the networks of the “Payment Card Brands” (Visa, Mastercard, American Express and Discover in the United States and Interac, in Canada). We define “Prepaid Debit Cards” as debit cards issued on the networks of the Payment Card Brands, ~~(Visa, MasterCard, American Express~~but not linked to a traditional bank account. We also offer an instant card issuance solution, which provide card issuing bank customers the ability to issue a personalized debit or credit card within the bank branch to individual cardholders. We have established a leading position in the Financial Payment Card market through more than 20 years of experience. We serve a diverse set of over 2,000 direct customers and ~~Discover~~several thousand indirect customers, including some of the largest issuers of debit and credit cards in the United ~~States). To~~States, and the largest Prepaid Debit Card program managers, as well as thousands of independent community banks, credit unions, “Group Service Providers” (organizations that assist small card issuers, such as credit unions, with managing their credit and debit card programs, including managing the Financial Payment Card issuance process, core banking operations and other financial services) and card processors.

We serve our customers through a ~~lesser extent, the Company is also engaged~~network of production and card services facilities, including high-security facilities in the ~~design, production, data personalization, packaging and fulfillment of retail gift and loyalty cards.~~

~~As a producer and provider of services~~United States which are audited for ~~Financial Payment Cards, each of our secure facilities must be certified~~compliance by one or more of the Payment Card ~~Brands~~Brands. Many of our customers require us to comply with the standards of the PCI Security Standards Council. This leading network of high-security production facilities allows us to optimize our solutions offerings and ~~is therefore subject~~ to ~~specific requirements~~serve the needs of our diverse customer base.

Driven by a combination of our strong relationships, quality, technology, and ~~conditions. Noncompliance with these requirements would prohibit~~innovation, we believe we have strong positions in the ~~individual facilities from producing~~following markets:

●

the U.S. prepaid debit market, serving several of the top U.S. Prepaid Debit Card program managers;

●

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

●

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

Our business consists of the following reportable segments: Debit and Credit, which primarily produces Financial Payment Cards ~~for~~and provides integrated card services to card-issuing banks primarily in the United States, and Prepaid Debit, which primarily provides integrated card services to Prepaid Debit Card program managers primarily in the United States. Businesses not considered part of these ~~entities’ payment card issuers.~~segments are considered “Other” and included our operations in Canada prior to the sale and disposition of our Canadian operations and corporate expenses.

In the fourth quarter of 2018, we entered into a definitive agreement to sell our Canadian ~~subsidiary to Allcard Limited, a provider of card solutions to the gift and loyalty sectors.~~subsidiary. The sale ~~agreement~~ did not include the portions of the business relating to Financial Payment Cards, as that business migrated to our operations in the ~~U.S.~~Debit and Credit segment or to other service providers in 2019. The transaction closed on April 1, 2019,, and we received cash proceeds of $1.5 million. After the payment of liabilities and transaction costs, including employee termination costs (the majority of which were expensed in 2018), the sale did not have a significant impact on cash, and no significant loss on ~~sale.~~ the sale was recorded. In connection with the disposition of the ~~foreign entity, we~~Canadian subsidiary, the

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Company released the related cumulative translation adjustment of $1.3 million from “Accumulated Other Comprehensive Loss” on the ~~Balance Sheet~~condensed consolidated balance sheet into ~~income from continuing~~“Foreign Currency Loss” on the condensed consolidated statement of operations during the nine months ended September 30, 2019. ~~This adjustment was $1.3 million and is included in “Foreign Currency Loss” on the Statement of Operations.~~ The Canadian subsidiary was not a significant operating segment and ~~was~~the financial results of this business through the transaction closing date were presented as part of the Other reportable segment.

COVID-19 Update

On ~~August 3, 2018, we completed~~March 11, 2020, WHOcharacterized COVID-19 as a pandemic. Further, on March 13, 2020, the ~~sale~~President of the ~~U.K. Limited segment.~~United States declared the COVID-19 pandemic a national emergency, invoking powers under the Stafford Act – the legislation that directs federal emergency disaster response. The ~~historical financial position,~~broader and long-term implications of COVID-19 on our results of operations and ~~cash flows~~overall financial performance remain uncertain. The adverse effects of the COVID-19 pandemic have become widespread, including in the locations where we, our customers and our suppliers conduct business. The health and safety of our employees remains paramount, and we continue to follow response protocols based on precautions and other appropriate measures recommended by the Centers for Disease Control and Prevention as well as various state and local executive orders, health orders and guidelines.  All of CPI’s operations remain open and continue to provide direct and essential support to the financial services industry. We may experience constrained supply, curtailed customer demand or impacts on our workforce that could materially adversely impact our business, results of operations and overall financial performance in future periods. While CPI’s net sales in the third quarter and first nine months of 2020 increased over the prior year, we experienced lower customer demand than expected (which we believe is primarily attributable to the COVID-19 pandemic), and we may experience further effects in the Company’s results of operations and overall financial performance in future periods. There can be no assurance that the Company’s strategies will be successful in effectively managing the Company’s resources and mitigating the negative impact of the COVID-19 pandemic on our business and operating results. See Part II, Item 1A – Risk Factors in this Quarterly Report on Form 10-Q for the U.K. Limited segment have been restated for all periods to conform with discontinued operations presentation. Unless otherwise indicated, information in Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to continuing operations.

~~The major line items constituting the loss from the discontinued operation for the three and nine months~~quarter ended September 30, ~~2018 are presented in~~2020 for further discussion of the ~~table below. The amounts relating to~~possible impact of the ~~discontinued operation for the three and nine months ended September 30, 2019 were not significant.~~

U.K. Limited incurred losses from operations during the three and nine months ended September 30, 2018 due to the softness in the U.K. retail sector and a decline in sales relating to certain customers. Additionally, we recorded impairment charges of $7.6 million associated with goodwill and customer relationship intangible assets, and recorded a $7.2 million lossCOVID-19 pandemic on the ~~sale of the discontinued operation.~~business.

~~During February 2018, we made~~ On March 27, 2020, the ~~decision to consolidate three personalization operations in~~President of the United States signed the Coronavirus Aid Relief, and Economic Security (CARES) Act into ~~two facilities~~law. The CARES Act, among other things, includes provisions relating to ~~better enable us~~refundable payroll tax credits, deferment of employer side social security payments, changes in net operating loss carryback periods, alternative minimum tax credit refunds, modifications to ~~optimize operations~~the net interest deduction limitations and ~~achieve market-leading quality~~technical corrections to tax depreciation methods for qualified improvement property. CPI is continuing to evaluate and ~~service~~apply certain provisions of the CARES Act that may benefit the Company. Refer to Note 12, Income Taxes – Continuing Operations,for a discussion of the CARES Act income tax impacts. In addition, we have deferred employer side social security payments starting with the second quarter of 2020. While we are participating in certain programs under the CARES Act, the Act and its guidance are subject to change.

The Company evaluates goodwill for impairment at least annually on October 1, or more frequently when an event occurs or circumstances change such that the carrying value may not be recoverable. The potential negative implications of COVID-19, and a ~~cost-competitive business model. In conjunction~~related potential decline in the Company’s total fair value of invested capital and financial performance for reporting units with ~~this decision, we accelerated~~goodwill, could require the ~~depreciation~~Company to perform a quantitative test for goodwill impairment in future quarters. As of ~~certain related assets, which totaled $0.3 million for the three months ended~~ September 30 ~~2018,~~, 2020, all of the Company’s $47.2 million of goodwill is included within reporting units in the Debit and ~~$2.4 million for the nine months~~Credit segment.

2425

Table of Contents

ended September 30, 2018. We recorded a lease termination charge of $0 and $0.4 million and recorded severance charges of $0 and $0.6 million in the three and nine months ended September 30, 2018, respectively. The charges were recorded in our U.S. Debit and Credit segment.

Results of Continuing Operations

The following table presents the components of our condensed consolidated statements of continuing operations for each of the periods presented:


									Three Months Ended				Nine Months Ended
									September 30,				September 30,
									2020		2019		2020		2019

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
	(dollars in thousands)
									(dollars in thousands)
Net sales:
Products	$	33,963	$	34,673	$	99,845	$	90,911	$	43,462	$	33,963	$	125,040	$	99,845
Services		37,718		36,314		105,603		96,387		39,240		37,718		103,009		105,603
Total net sales		71,681		70,987		205,448		187,298		82,702		71,681		228,049		205,448
Cost of sales		46,262		47,679		136,127		129,687		52,095		46,324		148,704		136,314
Gross profit		25,419		23,308		69,321		57,611		30,607		25,357		79,345		69,134
Selling, general and administrative (including depreciation and amortization)		17,449		18,621		53,685		52,632
Litigation settlement gain		—		—		(6,000)		—
Operating expenses										17,125		17,617		53,391		54,080
Litigation settlement gain ⁽¹⁾										—		—		—		(6,000)
Income from operations		7,970		4,687		21,636		4,979		13,482		7,740		25,954		21,054
Other expense, net:
Interest, net		(6,085)		(6,151)		(18,847)		(17,243)		(6,298)		(6,085)		(19,158)		(18,847)
Foreign exchange (loss) gain		(40)		16		(1,320)		(248)
Other income, net		14		8		25		15
Income (loss) from continuing operations before taxes		1,859		(1,440)	—	1,494		(12,497)
Income tax (expense) benefit		(2,515)		355		(3,695)		4,933
Net loss from continuing operations	$	(656)	$	(1,085)	$	(2,201)	$	(7,564)
Foreign currency gain (loss)										23		(40)		(10)		(1,320)
Other income (expense), net										4		14		(90)		25
Income (loss) from continuing operations before income taxes										7,211		1,629		6,696		912
Income tax benefit (expense)										(1,402)		(2,258)		2,178		(3,618)
Net income (loss) from continuing operations									$	5,809	$	(629)	$	8,874	$	(2,706)

Note: The Company revised its prior year financial statements to adjust immaterial items, relating to estimated sales tax expense and depreciation expense. Refer to ~~Part II, Item~~Note 1, ~~Legal Proceedings,~~Business Overview and Summary of Accounting Policies, for an explanation of the immaterial prior period adjustments.

⁽¹⁾ Refer to Note 15, Commitments and Contingencies, for further information regarding the cash litigation settlement ~~gain.~~gain recorded in the second quarter of 2019.

Segment Discussion

Three Months Ended September 30, ~~2019~~2020 Compared With Three Months Ended September 30, ~~2018~~2019

Net Sales



									Three Months Ended September 30,
									2020		2019		$ Change		% Change

	Three Months Ended September 30,
	2019		2018		$ Change		% Change
	(dollars in thousands)

									(dollars in thousands)
Net sales by segment:
U.S. Debit and Credit	$	51,502	$	48,002	$	3,500	7.3	%
U.S. Prepaid Debit		20,452		21,190		(738)	(3.5)	%
Other		—		1,920		(1,920)	(100.0)	%
Debit and Credit									$	62,710	$	51,502	$	11,208	21.8	%
Prepaid Debit										20,604		20,452		152	0.7	%
Eliminations		(273)		(125)		(148)	*	%		(612)		(273)		(339)	*	%
Total	$	71,681	$	70,987	$	694	1.0	%	$	82,702	$	71,681	$	11,021	15.4	%

* Not meaningful

Net sales for the three months ended September 30, ~~2019,~~2020 increased ~~$0.7~~$11.0 million, or ~~1.0%~~15.4%, to ~~$71.7~~$82.7 million compared to ~~$71.0~~$71.7 million for the three months ended September 30, ~~2018.~~

~~U.S.~~2019, due to an increase in sales from the Debit and ~~Credit:~~Credit segment.

Table of Contents

Debit and Credit:

Net sales for ~~U.S.~~ Debit and Credit for the three months ended September 30, ~~2019,~~2020 increased ~~$3.5~~$11.2 million, or ~~7.3%~~21.8%, to ~~$51.5~~$62.7 million compared to ~~$48.0~~$51.5 million for the three months ended September 30, ~~2018.~~2019. The net sales increase

~~Table of Contents~~

was primarily due to higher volumes of dual-interface EMV card sales, including Second Wave cards featuring a core made with recovered ocean bound plastic. In addition, net sales increased from CPI On-Demand card personalization ~~and fulfillment, dual-interface EMV~~® ~~card sales,~~due to new customer wins and higher ~~Card@Once~~® ~~sales.~~volumes from our existing customers, and from COVID-19 related government disbursement work. Dual-interface EMV cards have additional technology to process contactless transactions and generally have a higher selling price than ~~other~~ contact-only EMV® cards, which benefitted the current year ~~period~~ sales increase as compared to the prior year period. Partially offsetting these increases were reductions in volumes of Card@Once instant issuance product sales and card personalization sales in the third quarter of 2020. The decline in volumes was primarily as a result of ongoing impacts from COVID-19 including reduced hours of operation, lack of access or closure of certain bank branches, and fewer new accounts and requests for replacement cards.

~~U.S.~~ Prepaid Debit:

Net sales for ~~U.S.~~ Prepaid Debit for the three months ended September 30, ~~2019, decreased $0.7~~2020, increased $0.2 million, or ~~3.5%~~0.7%, to ~~$20.5~~$20.6 million, compared to ~~$21.2~~$20.5 million for the three months ended September 30, ~~2018.~~2019. The ~~decrease~~increase was ~~the result~~primarily due to timing of ~~less~~certain customer sales, partially offset by reduced sales volumes ~~from our existing customer base.~~primarily associated with COVID-19 impacts, including lower retail store traffic.

~~Other:~~

In the three months ended September 30, 2018, Other net sales were $1.9 million. During the three months ended September 30, 2019, there were no sales in the Other segment. In April 2019, we sold the Canadian subsidiary and no longer have any operations contributing to Other net sales.

Gross Profit and Gross Profit Margin

Three Months Ended  September 30,

% of 2019

% of 2018




2019

Net Sales

2018

Net Sales

$ Change

% Change

(dollars in thousands)

Gross profit by segment:

U.S. Debit and Credit

$
16,503

32.0
%
$
13,551

28.2
%
$
2,952

21.8
%

U.S. Prepaid Debit

8,916

43.6
%

9,439

44.5
%

(523)

(5.5)
%

Other

—

*
%

318

16.6
%

(318)

*
%

Total

$
25,419

35.5
%
$
23,308

32.8
%
$
2,111

9.1
%


	Three Months Ended September 30,
			% of 2020				% of 2019
	2020		Net Sales		2019		Net Sales		$ Change		% Change

	(dollars in thousands)
Gross profit by segment:
Debit and Credit	$	21,720	34.6	%	$	16,441	31.9	%	$	5,279	32.1	%
Prepaid Debit		8,887	43.1	%		8,916	43.6	%		(29)	(0.3)	%
Total	$	30,607	37.0	%	$	25,357	35.4	%	$	5,250	20.7	%

* Not meaningful;

Gross profit for the three months ended September 30, ~~2019,~~2020, increased ~~$2.1~~$5.3 million, or ~~9.1%~~20.7%, to ~~$25.4~~$30.6 million compared to ~~$23.3~~$25.4 million for the three months ended September 30, ~~2018.~~2019. Gross profit margin for the three months ended September 30, ~~2019~~2020 increased to ~~35.5%~~37.0% compared to ~~32.8%~~35.4% for the three months ended September 30, ~~2018.~~

~~U.S.~~2019, due to an increase in gross profit margins in the Debit and ~~Credit:~~Credit segment.

Debit and Credit:

Gross profit for ~~U.S.~~ Debit and Credit for the three months ended September 30, ~~2019,~~2020, increased ~~$3.0~~$5.3 million, or ~~21.8%~~32.1%, to ~~$16.5~~$21.7 million compared to ~~$13.6~~$16.4 million during the three months ended September 30, ~~2018.~~2019. The increase in gross profit ~~and gross profit margin~~ for ~~U.S.~~the Debit and Credit segment was driven primarily by higher sales volumes and pricing of dual interface EMV cards, including Second Wavecards. In addition, higher sales from CPI On-Demand card personalization and ~~fulfillment sales and efficiencies gained from the consolidation of our personalization operations~~COVID-19 related government disbursement work contributed to an improvement in gross profit compared to the prior year. Higher priced dual-interface EMV cards sales, and higher Card@Once sales also contributed to the increase in gross margin. Partially offsetting these increases was higher card manufacturing material costs driven primarily by a mix of certain products. Gross profit margin increased to ~~32.0%~~34.6% during the three months ended September 30, ~~2019,~~2020, compared to ~~28.2%~~31.9% in the prior year ~~period.~~ period, due primarily to operating leverage from higher dual interface card sales including Second Wave and CPI On-Demand net sales.

~~U.S.~~ Prepaid Debit:

Gross profit for ~~U.S.~~ Prepaid Debit during the three months ended September 30, ~~2019, decreased 5.5% to~~2020 was flat at $8.9 million compared to ~~$9.4 million for~~ the three months ended September 30, ~~2018.~~2019. Gross profit margin for ~~U.S.~~ Prepaid Debit for the three months ended September 30, ~~2019,~~2020, decreased to ~~43.6%~~43.1% compared to ~~44.5%~~43.6% for the three months ended September 30, ~~2018.~~2019. The decrease in gross profit and margin was primarily attributed to ~~lower sales resulting in lower cost absorption.~~product mix.

~~Other:~~

In the three months ended September 30, 2018, Other gross profit was $0.3 million. In April 2019, we sold our Canadian subsidiary and no longer have any operations contributing to Other net sales or gross profit.

2627

Table of Contents

Operating Expenses, net

Three Months Ended  September 30,

% of 2019

% of 2018


2019

Net Sales

2018

Net Sales

$ Change

% Change

(dollars in thousands)

Operating expenses, net,  by segment:

U.S. Debit and Credit

$
7,649

14.9
%
$
7,060

14.7
%
$
589

8.3
%

U.S. Prepaid Debit

1,100

5.4
%

1,050

5.0
%

50

4.8
%

Other

8,700

*
%

10,511

*
%

(1,811)

(17.2)
%

Total

$
17,449

24.3
%
$
18,621

26.2
%
$
(1,172)

(6.3)
%



	Three Months Ended September 30,
			% of 2020				% of 2019
	2020		Net Sales		2019		Net Sales		$ Change		% Change

	(dollars in thousands)
Operating expenses, net, by segment:
Debit and Credit	$	6,986	11.1	%	$	7,817	15.2	%	$	(831)	(10.6)	%
Prepaid Debit		1,059	5.1	%		1,100	5.4	%		(41)	(3.7)	%
Other		9,080	*	%		8,700	*	%		380	4.4	%
Total	$	17,125	20.7	%	$	17,617	24.6	%	$	(492)	(2.8)	%

* Not ~~meaningful;~~meaningful

Operating expenses, net, for the three months ended September 30, ~~2019,~~2020, decreased ~~$1.2~~$0.5 million, or ~~6.3%~~2.8%, to ~~$17.4~~$17.1 million compared to ~~$18.6~~$17.6 million for the three months ended September 30, ~~2018.~~2019.

~~U.S.~~ Debit and Credit:

~~U.S.~~ Debit and Credit operating expenses ~~increased $0.6~~decreased $0.8 million to ~~$7.6~~$7.0 million in the three months ended September 30, ~~2019~~2020 compared to ~~$7.1~~$7.8 million in the three months ended September 30 ~~2018,~~, 2019. The decrease was due primarily to ~~increased selling and compensation costs.~~ cost reductions during the three months ended September 30, 2020.

~~U.S.~~ Prepaid Debit:

~~U.S.~~ Prepaid Debit operating expenses ~~were flat~~decreased slightly for the three months ended September 30, ~~2019~~2020 when compared to the three months ended September 30, ~~2018. The total operating expenses were $1.1 million in both of the three months ended September 30,~~ 2019 ~~and September 30, 2018.~~ primarily due to certain cost reductions.

Other:

Other operating expenses during the three months ended September 30, ~~2019 decreased $1.8~~2020 increased $0.4 million compared to the three months ended September 30 ~~2018, primarily from decreased legal fees, and a reduction~~, 2019. The increase in ~~costs~~operating expenses was due to ~~the sale of our Canadian subsidiary.~~certain costs including self insurance medical expense, partially offset by cost reductions.

Income from Operations and Operating Margin


													Three Months Ended September 30,
															% of 2020				% of 2019
													2020		Net Sales		2019		Net Sales		$ Change		% Change

	Three Months Ended September 30,
			% of 2019				% of 2018
	2019		Net Sales		2018		Net Sales		$ Change		% Change
	(dollars in thousands)
													(dollars in thousands)
Income (loss) from operations by segment:
U.S. Debit and Credit	$	8,858	17.2	%	$	6,491	13.5	%	$	2,367	36.5	%
U.S. Prepaid Debit		7,815	38.2	%		8,389	39.6	%		(574)	(6.8)	%
Debit and Credit													$	14,734	23.5	%	$	8,628	16.8	%	$	6,106	70.8	%
Prepaid Debit														7,829	38.0	%		7,815	38.2	%		14	0.2	%
Other		(8,703)	*	%		(10,193)	*	%		1,490	14.6	%		(9,081)	*	%		(8,703)	*	%		(378)	(4.3)	%
Total	$	7,970	11.1	%	$	4,687	6.6	%	$	3,283	70.0	%	$	13,482	16.3	%	$	7,740	10.8	%	$	5,742	74.2	%
* Not meaningful

Income from operations for the three months ended September 30, ~~2019~~2020 was ~~$8.0~~$13.5 million compared to income from operations of ~~$4.7~~$7.7 million for the three months ended September 30, ~~2018.~~2019. The Company’s operating income margin for the three months ended September 30, ~~2019~~2020 increased to ~~11.1%~~16.3% compared to ~~6.6%~~10.8% for the three months ended September 30 ~~2018.~~ , 2019.

~~U.S.~~ 28

Table of Contents

Debit and Credit:

Income from operations for ~~U.S.~~ Debit and Credit for the three months ended September 30, ~~2019~~2020 increased ~~$2.4~~$6.1 million, to ~~$8.9~~$14.7 million compared to ~~$6.5~~$8.6 million for the three months ended September 30, ~~2018~~2019 due primarily to higher sales volumes and pricing of dual interface EMV cards including Second Wavecards, and CPI On-Demand card personalization ~~and fulfillment sales and efficiencies gained~~including COVID-19 related government disbursement work. In addition, lower operating expenses during the three months ended September 30, 2020 contributed to an improvement in income from ~~the consolidation~~operations. The lower operating expenses were a result of ~~our personalization~~

~~Table of Contents~~

~~operations~~cost reductions in the ~~prior year, higher dual-interface EMV cards sales, and Card@Once sales. The impact~~third quarter of ~~these improvements to income from operations were partially offset by~~ ~~higher operating expenses and higher card manufacturing material costs driven by a mix of certain products~~.2020. Operating margins for the three months ended September 30, ~~2019~~2020 increased to ~~17.2%~~23.5% compared to ~~13.5%~~16.8% for the three months ended September 30 ~~2018.~~ , 2019 due to the higher net sales and decrease in operating expenses.

~~U.S.~~ Prepaid Debit:

Income from operations for ~~U.S.~~ Prepaid Debit for the three months ended September 30, ~~2019 decreased~~2020 was $7.8 million, an increase of 0.2% compared to $7.8 ~~million compared to $8.4~~ million for the three months ended September 30 ~~2018 primarily due to~~, 2019. The minor increase was the result of lower ~~sales volumes. U.S.~~operating expenses. The Prepaid Debit ~~operating~~segment had reduced sales volumes primarily from COVID-19 impacts from lower retail store traffic during the three months ended September 30, 2020. Operating income margin for the three months ended September 30, ~~2019~~2020 decreased to ~~38.2%~~38.0% from ~~39.6%~~38.2% for the same period in ~~2018, primarily as a result of~~2019, due to lower ~~cost absorption from lower sales.~~operating expenses.

Other:

The loss from operations in Other was ~~$8.7~~$9.1 million for the three months ended September 30, ~~2019~~2020 compared to a loss from operations of ~~$10.2~~$8.7 million for the same time period in ~~2018.~~2019. The ~~improvement is~~ loss from operations was higher in the third quarter of 2020 by $0.4 million, primarily due to ~~the reduction~~an increase in operating expenses ~~as described above and the effects~~ from ~~the sale of our Canadian subsidiary~~certain costs including self insurance medical expense, partially offset by ~~eliminating prior year Canadian losses.~~ cost reductions.

Interest, net:

Interest expense for the three months ended September 30, ~~2019 decreased~~2020 increased to ~~$6.1~~$6.3 million compared to ~~$6.2~~$6.1 million for the three months ended September 30, ~~2018. Our average~~2019. Interest expense is higher in the third quarter of 2020 as a result of interest ~~rate decreased~~incurred on the new $30.0 million Senior Credit Facility entered into on March 6, 2020. Partially offsetting this additional expense is a decline in the interest incurred on our First Lien Term Loan due to lower average interest rates for the three months ended September 30, 2020 compared to the same period in 2019.

Income tax benefit (expense):

During the three months ended September 30, ~~2019 compared to the same period in 2018.~~

~~Income~~2020, we recorded an income tax ~~benefit (expense):~~

expense of $1.4 million on pre-tax income of $7.2 million, representing an effective income tax rate of 19.4%. During the three months ended September 30, 2019, we recorded an income tax expense of ~~$2.5~~$2.3 million on pre-tax income of ~~$1.9~~$1.6 million~~representing an effective income tax rate of 135.3%. During the three months ended September 30, 2018,~~ ~~we recorded an income tax benefit of $0.4 million on pre-tax loss of $1.4 million~~, representing an effective tax rate of ~~24.7%~~138.6%. For the quarter ended September 30, ~~2019,~~2020, the effective tax rate differs from the federal U.S. statutory rate of 21.0% primarily due to the impact of ~~the~~a partial valuation allowance ~~which is due to~~for the limitation on the deductibility of ~~business~~ interest expense ~~a provision of U.S. government tax reform legislation.~~ in 2020, offset by permanent items and state taxes.

Net ~~loss~~income (loss) from continuing operations:

During the three months ended September 30, ~~2019,~~2020, net ~~loss~~income from continuing operations was ~~$0.7~~$5.8 million, compared to a ~~$1.1 million~~ net loss of $0.6 million during the three months ended September 30 ~~2018.~~, 2019. The change was primarily due to higher net sales and gross profit ~~lower operating expenses, and offset by higher income tax expense~~ in the ~~third quarter~~Debit and Credit segment.

Table of ~~2019.~~Contents

Nine Months Ended September 30, ~~2019~~2020 Compared With Nine Months Ended September 30, ~~2018~~2019

Net Sales


									Nine Months Ended September 30,
									2020		2019		$ Change		% Change

	Nine Months Ended September 30,
	2019		2018		$ Change		% Change
	(dollars in thousands)
									(dollars in thousands)
Net sales by segment:
U.S. Debit and Credit	$	151,517	$	128,992	$	22,525	17.5	%
U.S. Prepaid Debit		53,162		52,128		1,034	2.0	%
Debit and Credit									$	180,855	$	151,517	$	29,338	19.4	%
Prepaid Debit										48,680		53,162		(4,482)	(8.4)	%
Other		1,679		7,599		(5,920)	(77.9)	%		—		1,679		(1,679)	(100.0)	%
Eliminations		(910)		(1,421)		511	*	%		(1,486)		(910)		(576)	*	%
Total	$	205,448	$	187,298	$	18,150	9.7	%	$	228,049	$	205,448	$	22,601	11.0	%

* Not meaningful

~~Table of Contents~~

Net sales for the nine months ended September 30, ~~2019~~2020 increased ~~$18.2~~$22.6 million, or ~~9.7%~~11.0%, to ~~$205.4~~$228.0 million compared to ~~$187.3~~$205.4 million for the nine months ended September 30, ~~2018.~~2019.

~~U.S.~~ Debit and Credit:

Net sales for ~~U.S.~~ Debit and Credit for the nine months ended September 30, ~~2019,~~2020 increased ~~$22.5~~$29.3 million, or ~~17.5%~~19.4%, to ~~$151.5~~$180.9 million compared to ~~$129.0~~$151.5 million for the nine months ended September 30, ~~2018.~~2019. The net sales increase was primarily due to higher volumes of dual-interface EMV card sales, including Second Wave cards featuring a core made with recovered ocean bound plastic. In addition, net sales increased from CPI On-Demand card personalization due to new customer wins and ~~fulfillment, as well as~~ higher ~~Card@Once sales.~~volumes from our existing customers, and from COVID-19 related government disbursement work. Dual-interface EMVcards have additional technology to process contactless transactions and generally have a higher selling ~~prices.~~ price than contact-only EMV cards, which benefitted the current year sales increase compared to the prior year period. Partially offsetting these increases were reductions in volumes from card personalization and Card@Once instant issuance product sales. The decline in volumes was primarily as a result of impacts from COVID-19 including fewer new accounts and requests for replacement cards, and reduced hours of operation, lack of access or closure of certain bank branches.

~~U.S.~~ Prepaid Debit:

Net sales for ~~U.S.~~ Prepaid Debit for the nine months ended September 30, ~~2019, increased $1.0~~2020 decreased $4.5 million, or ~~2.0%~~8.4%, to ~~$53.2~~$48.7 million, compared to ~~$52.1~~$53.2 million for the nine months ended September 30, ~~2018.~~2019. The ~~increase~~decrease was ~~the~~primarily a result of ~~additional~~reduced sales volumes primarily from ~~our existing customer base.~~COVID-19 impacts, including lower retail store traffic.

Other:

There were no Other net sales ~~were~~for the nine months ended September 30, 2020, compared to $1.7 million for the nine months ended September 30, 2019. In April 2019, ~~compared~~we sold the Canadian subsidiary, which was the only operation contributing to $7.6 million for the nine months ended September 30, 2018. The decrease was a result of lower sales volumes during the first quarter of 2019, and the disposition of our Canada subsidiary on April 1, 2019.Other segment net sales.

Gross Profit and Gross Profit Margin


													Nine Months Ended September 30,
															% of 2020				% of 2019
													2020		Net Sales		2019		Net Sales		$ Change		% Change

	Nine Months Ended September 30,
			% of 2019				% of 2018
	2019		Net Sales		2018		Net Sales		$ Change		% Change
	(dollars in thousands)
													(dollars in thousands)
Gross profit by segment:
U.S. Debit and Credit	$	47,647	31.4	%	$	35,891	27.8	%	$	11,756	32.8	%
U.S. Prepaid Debit		21,771	41.0	%		20,111	38.6	%		1,660	8.3	%
Debit and Credit													$	60,681	33.6	%	$	47,460	31.3	%	$	13,221	27.9	%
Prepaid Debit														18,664	38.3	%		21,771	41.0	%		(3,107)	(14.3)	%
Other		(97)	(5.8)	%		1,609	21.2	%		(1,706)	*	%		—	—	%		(97)	*	%		97	*	%
Total	$	69,321	33.7	%	$	57,611	30.8	%	$	11,710	20.3	%	$	79,345	34.8	%	$	69,134	33.7	%	$	10,211	14.8	%

* Not meaningful

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Gross profit for the nine months ended September 30, ~~2019,~~2020 increased ~~$11.7~~$10.2 million, or ~~20.3%~~14.8%, to ~~$69.3~~$79.3 million compared to ~~$57.6~~$69.1 million for the nine months ended September 30, ~~2018.~~2019. Gross profit margin for the nine months ended September 30, ~~2019~~2020 increased to ~~33.7 %~~34.8% compared to ~~30.8%~~33.7% for the nine months ended September 30, ~~2018.~~2019.

~~U.S.~~ Debit and Credit:

Gross profit for ~~U.S.~~ Debit and Credit for the nine months ended September 30, ~~2019,~~2020 increased ~~$11.8~~$13.2 million, or ~~32.8%~~27.9%, to ~~$47.6~~$60.7 million compared to ~~$35.9~~$47.5 million during the nine months ended September 30, ~~2018.~~2019. The increase in gross profit ~~and gross profit margin for U.S. Debit and Credit~~ was driven primarily by ~~increased~~higher sales volumes and ~~favorable overhead cost absorption.~~pricing of dual interface EMV cards, including Second Wave cards. In addition, higher sales from CPI On-Demand card personalization and ~~fulfillment sales and efficiencies gained from the consolidation of our personalization operations~~COVID-19 related government disbursement work contributed to an improvement in ~~the prior year improved~~ gross profit ~~and gross profit margin in 2019. Partially offsetting the gross profit margin increase~~ compared to the prior ~~year-to-date period were higher card manufacturing material costs driven primarily by a mix of certain products.~~year. Gross profit margin increased to ~~31.4%~~33.6% during the nine months ended September 30, ~~2019,~~2020, compared to ~~27.8%~~31.3% in the prior year ~~period.~~ period, due primarily to operating leverage from higher dual interface card sales and CPI On-Demand net sales.

~~U.S.~~ Prepaid Debit:

Gross profit for ~~U.S.~~ Prepaid Debit during the nine months ended September 30, ~~2019 increased 8.3%~~2020 decreased 14.3% to ~~$21.8~~$18.7 million compared to ~~$20.1~~$21.8 million for the nine months ended September 30, ~~2018.~~2019. Gross profit margin for ~~U.S.~~ Prepaid Debit for the nine months ended September 30, ~~2019 increased~~2020 decreased to ~~41.0%~~38.3% compared to ~~38.6%~~41.0% for the nine months ended September 30, ~~2018.~~2019. The ~~increase~~decrease in gross profit and ~~gross~~ margin was attributed to ~~higher~~lower sales ~~volumes~~primarily from ~~our existing customer base and favorable product mix.~~

~~Table of Contents~~

COVID-19 impacts which resulted in unfavorable cost absorption.

Other:

~~Other~~There was no gross profit for the nine months ended September 30, 2020 compared to gross loss ~~was~~of $0.1 million for the nine months ended September 30, 2019. In April 2019, ~~compared~~we sold our Canadian subsidiary and no longer have any operations contributing to Other segment net sales or gross profit of $1.6 million for the nine months ended September 30, 2018. The decrease was a result of lower sales volumes during the first quarter of 2019, and the disposition of our Canada subsidiary on April 1, 2019.profit.

Operating Expenses, net



													Nine Months Ended September 30,
															% of 2020				% of 2019
													2020		Net Sales		2019		Net Sales		$ Change		% Change

	Nine Months Ended September 30,
	2019				2018				$ Change		% Change
	(dollars in thousands)
													(dollars in thousands)
Operating expenses, net, by segment:
U.S. Debit and Credit	$	23,027	15.2	%	$	20,241	15.7	%	$	2,786	13.8	%
U.S. Prepaid Debit		3,266	6.1	%		3,179	6.1	%		87	2.7	%
Debit and Credit													$	22,767	12.6	%	$	23,423	15.5	%	$	(656)	(2.8)	%
Prepaid Debit														3,286	6.8	%		3,266	6.1	%		20	0.6	%
Other		27,392	*	%		29,212	*	%		(1,820)	(6.2)	%		27,338	*	%		27,392	*	%		(54)	(0.2)	%
Other-litigation settlement		(6,000)	*	%		—	*	%		(6,000)	*	%		—	—			(6,000)	*			6,000	*	%
Total	$	47,685	23.2	%	$	52,632	28.1	%	$	(4,947)	(9.4)	%	$	53,391	23.4	%	$	48,081	23.4	%	$	5,310	11.0	%

* Not meaningful

Operating expenses, net, for the nine months ended September 30, ~~2019 decreased $5.0~~2020 increased $5.3 million, or ~~9.4%~~11.0%, to ~~$47.7~~$53.4 million compared to ~~$52.6~~$48.1 million for the nine months ended September 30, ~~2018.~~2019. The increase was primarily due to the cash litigation settlement gain ~~received~~of $6.0 million recorded in the second quarter ~~contributed $6.0~~of 2019, which was a reduction to net operating expenses.

Debit and Credit:

Debit and Credit operating expenses decreased $0.7 million to ~~the decline~~$22.8 million in ~~operating expenses, net, for~~ the nine months ended September 30, ~~2019,~~2020 compared to ~~the prior year period, and was partially offset by an increase in operating expenses of $1.1 million.~~

~~U.S. Debit and Credit:~~

~~U.S. Debit and Credit operating expenses increased $2.8 million to $23.0~~$23.4 million in the nine months ended September 30, 2019, ~~compared to $20.2 million in the nine months ended September 30, 2018,~~primarily due to ~~increased selling and compensation costs. This increase was partially offset by the impact~~cost reductions.

Table of ~~charges relating to the consolidation of our personalization operations incurred in 2018.~~Contents

Prepaid Debit:

~~U.S. Prepaid Debit:~~

~~U.S.~~ Prepaid Debit operating expenses were ~~essentially flat~~$3.3 million for the nine months ended September 30, ~~2019~~2020, a minor increase of 0.6% when compared to the nine months ended September 30, ~~2018.~~2019.

Other:

Other operating expenses ~~decreased $1.8 million, or 6.2%, to $27.4 million compared to $29.2~~were down $0.1 million for the nine months ended September 30, ~~2018. Other~~2020, when compared to the nine months ended September 30, 2019. The reduction in operating expenses ~~declined~~was primarily due to ~~lower legal fees~~ certain cost reductions and expense savings from the sale of our Canadian subsidiary, ~~for~~partially offset by restructuring severance charges and other costs incurred in 2020. During the nine months ended September 30, ~~2019. During the second quarter of~~ 2019, we received $6.0 million cash, ~~related to a litigation settlement as described previously,~~ which was recorded as a reduction to net operating expenses, ~~in the Other segment.~~related to a litigation settlement.

Income from Operations and Operating Margin


													Nine Months Ended September 30,
															% of 2020				% of 2019
													2020		Net Sales		2019		Net Sales		$ Change		% Change

	Nine Months Ended September 30,
			% of 2019				% of 2018
	2019		Net Sales		2018		Net Sales		$ Change		% Change
	(dollars in thousands)
													(dollars in thousands)
Income (loss) from operations by segment:
U.S. Debit and Credit	$	24,619	16.2	%	$	15,650	12.1	%	$	8,969	57.3	%
U.S. Prepaid Debit		18,505	34.8	%		16,932	32.5	%		1,573	9.3	%
Debit and Credit													$	37,914	21.0	%	$	24,037	15.9	%	$	13,877	57.7	%
Prepaid Debit														15,379	31.6	%		18,505	34.8	%		(3,126)	(16.9)	%
Other		(21,488)	*	%		(27,603)	*	%		6,115	22.2	%		(27,339)	*	%		(21,488)	*	%		(5,851)	(27.2)	%
Total	$	21,636	10.5	%	$	4,979	2.7	%	$	16,657	334.5	%	$	25,954	11.4	%	$	21,054	10.2	%	$	4,900	23.3	%
* Not meaningful

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Income from operations for the nine months ended September 30, ~~2019~~2020 was ~~$21.6~~$26.0 million compared to income from operations of ~~$5.0~~$21.1 million for the nine months ended September 30, 2019. The Company’s operating profit margin for the nine months ended September 30, ~~2019,~~2020 increased to ~~10.5%~~11.4% compared to an operating profit margin of ~~2.7%~~10.2% for the nine months ended September 30, ~~2018.~~ 2019. In the ~~second quarter of 2019,~~prior year period, we reached a litigation settlement and received $6.0 million cash ~~for a litigation settlement~~ which was recorded through income from operations within the Other segment.

~~U.S.~~ Debit and Credit:

Income from operations for ~~U.S.~~ Debit and Credit for the nine months ended September 30, ~~2019~~2020 increased ~~$9.0~~$13.9 million, to ~~$24.6~~$37.9 million compared to ~~$15.7~~$24.0 million for the nine months ended September 30, ~~2018.~~2019. The increase in income from operations was driven primarily by ~~increased~~higher sales volumes ~~favorable overhead cost absorption, higher~~and pricing of dual interface EMV cards including Second Wave cards, and CPI On-Demand card personalization and ~~fulfillment sales, and efficiencies gained from the consolidation of our personalization operations. The impact of these improvements to income from operations were partially offset by~~COVID-19 related government disbursement work. ~~higher~~ ~~card manufacturing material costs driven primarily by a mix of certain products, and higher operating expenses.~~ Operating margins for the nine months ended September 30, ~~2019,~~2020 increased to ~~16.2%~~21.0% compared to ~~12.1%~~15.9% for the nine months ended September 30, ~~2018.~~ 2019.

~~U.S.~~ Prepaid Debit:

Income from operations for ~~U.S.~~ Prepaid Debit for the nine months ended September 30, ~~2019, increased~~2020 decreased to ~~$18.5~~$15.4 million compared to ~~$16.9~~$18.5 million for the nine months ended September 30, ~~2018.~~2019. The ~~increase~~decrease in income from operations was ~~attributed~~due to ~~higher~~reduced sales volumes ~~from our existing customer base and favorable cost absorption~~primarily due to ~~higher sales. U.S. Prepaid Debit operating~~COVID-19 impacts from lower retail store traffic. Operating income margin for the nine months ended September 30, ~~2019 increased~~2020 decreased to ~~34.8%~~31.6% from ~~32.5%~~34.8% for the same period in ~~2018.~~2019, primarily as a result of unfavorable cost absorption from lower sales, impacting gross profit and operating expenses.

~~Other~~:Other:

The loss from operations in Other was ~~$21.5~~$27.3 million for the nine months ended September 30, ~~2019,~~2020, compared to a loss from operations of ~~$27.6~~$21.5 million for the same time period in ~~2018.~~2019. The 2019 loss benefited ~~primarily~~ from the $6.0 million cash litigation settlement gain, ~~in the second quarter~~and was partially offset by lower net current year operating expenses.

Table of ~~2019.~~Contents

Interest, ~~net~~: net:

Interest expense for the nine months ended September 30, ~~2019,~~2020 increased ~~$1.6 million~~ to ~~$18.8~~$19.2 million compared to ~~$17.2~~$18.8 million for the nine months ended September 30, ~~2018. The~~2019. Interest expense was higher in 2020 primarily as a result of interest incurred on the new $30.0 million Senior Credit Facility entered into on March 6, 2020. This additional expense was partially offset by a decline in the interest ~~expense resulted primarily from a higher average interest rate~~incurred on ~~the~~our First Lien Term Loan due to lower average interest rates for the nine months ended September 30, 2020 compared to the same period in 2019.

Income tax benefit (expense):

During the nine months ended September 30, ~~2019 compared to the same period in 2018.~~

~~Income~~2020, there was an income tax benefit ~~(expense):~~

of $2.2 million on pre-tax income of $6.7 million, representing an effective income tax rate of (32.5)%. During the nine months ended September 30, 2019, we recorded an income tax expense of ~~$3.7~~$3.6 million on pre-tax income of ~~$1.5~~$0.9 million,~~representing an effective income tax rate of 247.3%. During the nine months ended September 30, 2018,~~ ~~we recorded an income tax benefit of $4.9 million on pre-tax loss of $12.5 million~~, representing an effective tax rate of ~~39.5%~~396.7%. The effective tax rate differs from the federal U.S. statutory rate in ~~2019~~2020 primarily due to the impact of the CARES Act which was signed into law in March 2020. The CARES Act allows companies with net operating losses (“NOLs”) originating in 2018, 2019, or 2020 to carry back those losses for five years and temporarily eliminates the tax ~~expense recorded related~~law provision that limits the use of NOLs to ~~a partial valuation allowance~~80% of ~~$2.6 million on certain U.S. deferred tax assets at an effective income tax rate impact of 174.1%~~taxable income. The CARES Act increases the Internal Revenue Code Section 163(j) interest deduction limit for 2019 and 2020, and allows for the acceleration of refunds of alternative minimum tax credits. For the nine months ended September 30, ~~2019. The~~2020, the Company estimated a tax benefit for certain provisions in the CARES Act including the carryback of losses and the increase to the interest deduction limitation, resulting in a tax rate benefit of 54.7%. In addition, the effective tax rate differs from the federal U.S. statutory rate of 21.0% due to the impact of a partial valuation allowance ~~is due to~~for the limitation on the deductibility of ~~business~~ interest expense, ~~which is a provision of U.S. government tax reform legislation enacted in December 2017.~~permanent items, and state taxes. In the prior year period, the effective tax rate differs from the federal U.S. statutory rate primarily due to ~~a tax benefit recorded in connection with~~ the ~~U.K. Limited discontinued operation.~~impact of the partial valuation allowance for the limitation on the deductibility of interest expense.

Net ~~loss~~income (loss) from continuing operations:

During the nine months ended September 30, ~~2019,~~2020, net ~~loss~~income from continuing operations was ~~$2.2~~$8.9 million, compared to a ~~$7.6~~$2.7 million loss during the nine months ended September 30, ~~2018.~~2019. The change was primarily due to ~~the $6.0 million cash litigation settlement gain,~~ higher net sales and gross profit, and the income tax benefit for the nine months ended September 30, 2020, partially offset ~~partially~~ by ~~higher interest expense and income taxes~~the cash litigation settlement gain recorded in the ~~2019 period.~~prior year.

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Liquidity and Capital Resources

At September 30, ~~2019,~~2020, we had ~~$14.3~~$50.3 million of cash and cash equivalents. Of this amount, ~~$0.2~~$0.5 million was held in accounts outside of the United States.

Our ability to make investments in and grow our business, service our debt and improve our debt leverage ratios, while maintaining strong liquidity, will depend upon our ability to generate excess operating cash flows through our operating subsidiaries. Although we can provide no assurances, we believe that our cash flows from operations, combined with our current cash levels, will be adequate to fund debt service requirements and provide cash, as required, to support our ongoing operations, capital expenditures, lease obligations and working capital needs.

The Company is party to a First Lien Credit Facility, dated as of August 17, 2015, that includes ~~both~~ a First Lien Term Loan ~~facility and~~that matures on August 17, 2022. On March 6, 2020, the Company entered into a ~~$40.0~~new $30 million Senior Credit Facility which matures on May 17, 2022. The Senior Credit Facility ranks senior in priority to the Company’s First Lien Term Loan, which had $312.5 million outstanding as of September 30, 2020. The Company’s Revolving Credit Facility ~~of which $20.0 million~~ was ~~available for borrowing as of September 30, 2019. Additional amounts may be available for borrowing during~~terminated concurrently with the ~~term of the~~new Senior Credit Facility on March 6, 2020. The Revolving Credit Facility uphad no borrowings outstanding as of the termination date.

The Senior Credit Facility and the First Lien Term Loan contain customary representations, covenants and events of default, including certain covenants that limit or restrict the Company’s and certain of its subsidiaries’ ability to incur indebtedness, grant certain types of security interests, incur certain types of liens, sell or transfer assets or enter into a merger or consolidate with another company, enter into sale and leaseback transactions, make certain types of investments, declare or make dividends or distributions, engage in certain affiliate transactions, or modify organizational

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documents, among other restrictions and subject to certain exceptions. In accordance with the ~~full $40.0 million,~~Senior Credit Facility, the Company is also required to ~~the extent our net leverage ratio does not exceed 7.0 times Adjusted~~have adjusted EBITDA, as defined in the ~~agreement. As~~agreement, of ~~September 30, 2019, our net leverage ratio was 9.0 times Adjusted EBITDA.~~ $25 million for the previous four consecutive fiscal quarters in total at the end of each quarterly period ending on or after March 31, 2020.

The Senior Credit Facility and the First Lien Term Loan ~~and Revolving Credit Facility mature on August 17, 2022 and August 17, 2020, respectively. We may~~ also ~~be required to make prepayments on the First Lien Term Loan~~require prepayment in advance of the maturity date upon the occurrence of certain customary events, including based on ~~a calculation of~~an annual excess cash ~~flows, as defined in~~flow calculation, pursuant to the terms of the respective agreement, with any required ~~prepayments~~payments to be made after the issuance of ~~our~~the Company’s annual financial statements. ~~We were~~The Company was not required to make any prepayments of the First Lien Term ~~Loans~~Loan with respect to our ~~2018~~2019 annual financial statements.

~~At September 30, 2019, $312.5 million of First Lien Term Loan was outstanding and no loans were outstanding~~Interest rates under the ~~Revolving~~Senior Credit ~~Facility.~~Facility are based, at the Company's election, on a Eurodollar rate subject to an interest rate floor of 1.0%, plus a margin of 8.5% or a base rate plus a margin of 7.5%. As of September 30, 2020, the interest rate on our Senior Credit Facility was 9.5%. Interest rates under the First Lien Term Loan, at the Company’s election, are based on either a Eurodollar rate, subject to an interest rate floor of 1.0%, plus a margin of 4.5%, or a base rate plus a margin of 3.5%. As of September 30, ~~2019,~~2020, the interest rate on our First Lien Term Loan was ~~6.71%~~5.5%. ~~The interest rate on the Revolving Credit Facility is the Federal base rate plus 3.5%.~~

The First Lien Credit Facility contains customary covenants, including among other things, certain restrictions or limitations on indebtedness, issuance of liens, investments, dividends, redemptions and other distributions to equity holders, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of our assets and affiliate transactions. As of September 30, 2019, we were in compliance with all covenants under the First Lien Credit Facility.

Operating Activities – Continuing Operations

Cash ~~used in~~provided by operating activities – continuing operations for the nine months ended September 30, 2020 was $10.2 million compared to a usage of $3.0 million during the nine months ended September 30, 2019. The year over year improvement was due primarily to net income during the nine months ended September 30, 2020 of $8.8 million compared to a net loss of $2.7 million in the prior year period. For the nine months ended September 30 2020, we had a working capital cash usage of $16.2 million relating to an increase in accounts receivable due primarily to higher sales in the period and timing. For the nine months ended September 30, 2019, we had a working capital cash usage relating primarily to payments for employee performance incentive compensation earned in 2018 and increases in inventory to support the growth of our business.

Investing Activities – Continuing Operations

Cash used in investing activities – continuing operations for the nine months ended September 30, 2020 was ~~$3.0~~$3.3 million, compared to a usage of $1.8 million during the nine months ended September 30 2018. The year over year fluctuation was due primarily to an improvement in net loss from continuing operations of $5.4 million, including the $6.0 million cash received from the litigation settlement, offset by working capital cash flow changes primarily in accounts receivable, inventory, and accrued expenses when compared to the prior year. For the nine months ended September 30, 2019, we had a cash usage of $12.3 million related to our investment in inventory to support the growth of the business. We also had a cash usage in accrued expenses related primarily to employee performance incentive compensation earned in 2018 and paid in the first quarter of, 2019. ~~Cash interest paid during the nine months ended September 30, 2019, was $17.3 million, which was higher than the prior year period by $2.6 million.~~ ~~Cash inflows from tax refunds of $1.3 million were received during the nine months ended September 30, 2018.~~

~~Investing Activities – Continuing Operations~~

Cash used in investing activities – continuing operations for the nine months ended September 30, 2019 was $1.8 million, compared to a usage of $5.0 million during the nine months ended September 30, 2018. Cash used in investing activities – continuing operations was related primarily to capital expenditures, including investments to support the growth of the business, ~~in 2019,~~ such as machinery and information technology equipment. ~~Partially~~In the prior year period, partially offsetting the capital expenditure outflows, we received cash of $1.5 million for the sale of our Canadian ~~subsidiary in the second quarter of 2019.~~subsidiary. As presented in our supplemental disclosures of non-cash information on the statement of cash flows,,

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finance leases were executed for the acquisition of ~~right-to-use~~right-of-use machinery and equipment assets totaling ~~$5.2 million, and $0.8~~$1.6 million during the nine months ended September 30, ~~2019, and 2018, respectively.~~2020, compared to $5.2 million during the prior year period.

Financing Activities

During the nine months ended September 30 ~~2019 and 2018,~~, 2020, cash ~~used in~~provided by financing activities was $24.8 million. The Senior Credit Facility provided $29.1 million of cash, net of discount, partially offset by $2.5 million of associated debt issuance costs during the nine months ended September 30, 2020. The Company paid $1.8 million and $1.2 million ~~and $0.4 million, respectively, and related to~~of principal ~~payments~~ on finance ~~lease obligations.~~leases during the nine months ended September 30, 2020 and 2019, respectively. For working capital purposes, we borrowed and repaid $11.5 million on the Revolving Credit Facility during the nine months ended September 30 ~~2019, all occurring within the first and second quarter of~~, 2019. ~~We had no borrowings or payments on the Revolving Credit Facility during the three months ended September 30, 2019, and no balance outstanding as of September 30, 2019.~~

~~Contractual Obligations~~

During the nine months ended September 30, 2019, there were no material changes in our contractual obligations from those reported in our Annual Report on Form 10-K for the year ended December 31, 2018.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements at September 30, ~~2019.~~2020.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from those estimates. Our Critical Accounting

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Policies and Estimates disclosed in our Annual Report on Form 10-K filed for the year ended December 31, ~~2018,~~2019, for which there were no material changes as of September 30, ~~2019,~~2020, included:

●

Impairment Assessments of Goodwill and Long-Lived Assets,

●

Revenue Recognition, including estimates of work performed but not completed,

●

Inventory Valuation,

●

~~Revenue recognition~~

Income Taxes, including valuation allowances and uncertain tax positions, and

●

~~Stock-Based Compensation and~~

Lease accounting, including incremental borrowing rate estimates.

~~Income Taxes.~~

~~Since the date of our annual report we adopted ASC 842~~ ~~Leases,~~ and record lease liabilities and assets as the present value of future minimum lease payments using a discount rate that is either implicit in the lease or our incremental borrowing rate. We estimate our incremental borrowing rate by using market data from companies similar to us, having publically traded debt instruments and similar credit ratings. Our estimated incremental borrowing rate utilizes judgements, including selection of comparable companies, our credit risk, sensitivity analysis and valuation estimates for inclusion in the calculated rate.

Item 3. Quantitative and Qualitative Disclosures about Market ~~Risk~~Risk

Not required due to smaller reporting company status.

Item 4. Controls and ~~Procedures~~Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based on this

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evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, ~~2019.~~2020.

Changes in Internal Control over Financial Reporting

~~There~~Except as noted in the following sentence, there have not been any changes in the Company’s internal control over financial reporting that occurred during the third quarter of ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ~~The~~During the third quarter of 2020, the Company ~~implemented changes~~continued to enhance internal controls ~~due~~ to ~~the adoption of Accounting Standard Update No. 2016-02, Leases (Accounting Standard Codification Topic 842) effective January 1, 2019. These changes include processes to evaluate~~appropriately determine compliance with, and ~~account~~accounting for, ~~contracts under the new accounting standard. There were no significant changes to the Company’s internal control over financial reporting due to the adoption of the new standard.~~certain state and local sales tax regulations.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and fraud. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect resource constraints, which require management to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management’s override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II – Other Information

Item 1. Legal Proceedings

~~Heckermann v. Montross et al., Case No. 1:17-CV-01673 (D. Del.) (the “Derivative Suit”)~~

On November 20, 2017, a purported CPI stockholder filed a stockholder derivative complaint in the United States District Court for the District of Delaware (the “Court”) against certain of CPI’s former officers and current and former directors, along with the sponsors of CPI’s October 2015 initial public offering (“IPO”). CPI is also named as a nominal defendant. The derivative complaint asserts claims under §§10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 and seeks, among other things, injunctive relief, damages and costs. It alleges false or misleading statements and omissions in the Registration Statement filed by CPI in connection with its IPO and subsequent public filings and statements. The derivative complaint also asserts claims for purported breaches of fiduciary duties, unjust enrichment, mismanagement and waste of corporate assets.

~~On March 28, 2018, the Court entered the parties’ stipulated order staying the Derivative Suit pending final determination of~~ ~~In Re CPI Card Group Inc. Securities Litigation,~~ ~~Case No. 1:16-CV-04531 (S.D.N.Y.) (the “Class Action”)~~, which was dismissed in its entirety, with prejudice, on February 25, 2019. Under its terms, the stay of the Derivative Suit was lifted 30 days after the entry of final judgment in the Class Action which was entered on February 25, 2019. The Derivative Suit litigation is ongoing.

~~CPI Card Group Inc. v. Multi Packaging Solutions, Inc., et al. (2 cases)~~

~~First case.~~ On October 11, 2016, the Company filed a patent infringement suit against Multi Packaging Solutions, Inc. (“MPS”) in the United States District Court for the District of Colorado. The complaint asserts that MPS ultra-secure gift card packages sold to at least one customer infringe a Company patent on ultra-secure gift card packages. MPS answered the complaint and counterclaimed for invalidity and non-infringement. The Company’s

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preliminary injunction request was denied without prejudice after MPS represented that it had voluntarily ceased using the accused technology and will notify CPI before it re-starts. MPS’s early motion for summary judgment was denied in August 2017 and its motion to dismiss on jurisdictional grounds was denied in July 2018. The Company’s subsidiary CPI Card Group-Minnesota, Inc., has been added to the case as plaintiff. The Company’s patent will expire in 2028.

In June 2017, MPS filed an Inter Partes Review (“IPR”) petition with the United States Patent & Trademark Office’s Patent Trial & Appeal Board (“PTAB”) to review the patent at issue in the patent infringement suit. The PTAB instituted the IPR on January 9, 2018. The PTAB entered its final written decision on January 4, 2019, determining that all of the claims in the patent are unpatentable. The Company ~~filed an appeal of this decision to the federal circuit court on March 1, 2019. The patent infringement suit is administratively dismissed pending the final determination of the patent validity.~~

~~Second case.~~ During the summer of 2017, the Company and its subsidiary, CPI Card Group – Minnesota, Inc. (together, the “Company Plaintiffs”), commenced a lawsuit in the United States District Court for the District of Minnesota against a former employee, Multi Packaging Solutions, Inc. (“MPS”), and two MPS employees as individuals (collectively, the Defendants). MPS is a competitor of the Company Plaintiffs and the former employee was a sales executive who left the Company Plaintiffs in 2017 to join MPS. In the lawsuit, the Company Plaintiffs alleged, among other things, that the Defendants misappropriated the Company Plaintiffs’ trade secrets and confidential information and that the former employee violated his employment agreements with the Company Plaintiffs. After some early discovery, the Company Plaintiffs moved for a preliminary injunction, which the Court granted in December, 2017. The Company Plaintiffs received a second preliminary injunction in August 2018. On June 12, 2019, the Company Plaintiffs and the Defendants reached a settlement pursuant to which the case was resolved and dismissed by mutual agreement on terms that provided for, among other things, a cash payment to the Company and ongoing protections of the Company Plaintiffs’ trade secrets and confidential information, together with certain restrictions on the former employee and another individual defendant to protect the Company’s customer relationships. The case was dismissed in its entirety, with prejudice, by court order on July 12, 2019. For further information see Part I-Financial Information, Note 13.

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

Item 1A. Risk ~~Factors~~Factors

The risk factors disclosed in ~~the section entitled “Risk Factors”~~Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 set forth information relating to various risks and uncertainties that could materially adversely affect our business, financial condition and operating results. Such risk factors continue to be relevant to an understanding of our business, financial condition and operating results. As of the date of this Quarterly Report on Form 10-Q, there have been nothe following material changes with respect to such risk factors.

~~Item 2. Unregistered Sales~~The ongoing COVID-19 pandemic and responses thereto may, or may continue to, adversely affect our supply chain, workforce, overall operations and financial condition, and our ability to access capital markets and refinance indebtedness, each of ~~Equity Securities and Use of Proceeds~~ which may have a material adverse effect on our business.

~~Unregistered Sales~~Since December 2019, COVID-19 has spread to multiple countries, including the United States and all of ~~Equity Securities~~

~~None.~~

~~Issuer Purchases of Equity Securities~~

~~None.~~

~~Item 5. Other Information~~

~~On October 31, 2019, Jason Bohrer stepped down from his position with~~ the ~~Company as Senior Vice President~~primary markets where we conduct business. As a result, earlier this year almost all U.S. states and ~~General Manager, Secure Card, effective October 31, 2019. Mr. Bohrer will remain an employee~~many local jurisdictions issued “stay-at-home” orders, quarantine requirements, and ~~provide transition assistance through December 13, 2019. Mr. Bohrer is eligible to receive a cash severance~~executive and ~~certain~~ other ~~benefits under the Company’s executive severance guidelines, the terms~~governmental orders, restrictions and recommendations for residents and businesses (some of which are still in place) in an effort to control the spread of COVID-19, including mandating closures of certain businesses not deemed “essential.” CPI was deemed essential in all jurisdictions where we operate and thus was not required to suspend any of our operations. Nevertheless, it is possible that those orders, restrictions or recommendations that are currently no longer in effect may be reinstated and/or that additional orders, restrictions or recommendations may be issued due to the continued outbreak of COVID-19. Such orders, restrictions and recommendations may again result in widespread closures of businesses, work stoppages, slowdowns and delays, work-from-home policies, travel restrictions and cancellations of events, as well as adverse impacts on the national and global economies. Disruptions to our activities and operations resulting from such governmental orders, restrictions and recommendations would negatively impact our business, operating results and financial condition. There is also a risk that government actions will not be effective at containing COVID-19 and that government actions intended to contain the spread of COVID-19 will have a devastating long-term negative impact on the national and world economies, in which case the risks to our sales, operating results and financial condition described herein would be elevated significantly.

The longer term impact of COVID-19 on our business may be difficult to assess or predict. The widespread pandemic may result for an extended period in significant disruption of global financial markets, which may reduce or eliminate our ability to access capital markets and/or to refinance our existing indebtedness, which would negatively affect our liquidity. Further, the ~~Company’s proxy statement filed~~actual and potential governmental orders, restrictions and recommendations described above (which may include travel and import restrictions) in response to COVID-19 have resulted in delays in certain of our suppliers’ deliveries to us and could continue to disrupt our supply chain and thus our ability to obtain materials needed to manufacture our products. Any import or other cargo restrictions related to our products or the materials used to manufacture our products would restrict our ability to manufacture products and thereby harm our business, financial condition and results of operations. Also, such orders, restrictions and recommendations have resulted and may continue to result in increased transportation costs for materials from our suppliers (for which we are responsible), which may negatively impact our cash flows, as well as increased transportation costs for our products that we ship to our customers (for which our customers are responsible), which may adversely affect customer demand. Additionally, if we are required to disrupt operations at or to close any of our facilities, or if we elect to do so to protect our employees from an actual or potential outbreak of COVID-19 at any facility, such disruption or closure could impair our ability to fulfill customer orders and may have a material adverse impact on ~~April 12, 2019.~~

our revenues and increase our costs and expenses. In the event of such a disruption or closure at one of our facilities, our other facilities may not be able to effectively assume the production activities of such impacted facility due to insufficient capacity, lack of necessary specialized equipment, higher production costs and/or significant time needed to increase production, any of which may result in failure to meet our customers’ requirements, resulting in negative impact to our business, results of operations and/or financial condition. Moreover, our key personnel and other employees could be affected by COVID-19, potentially reducing their

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availability. We may also delay or reduce certain capital spending and related projects until the impacts of COVID-19 begin to abate, which would delay the completion of such projects.

Customer demand for and our ability to sell and market our products may be adversely affected by the COVID-19 pandemic and responses thereto.

As discussed above, earlier this year state and local governments imposed orders, restrictions and recommendations resulting in closures of businesses, work stoppages, travel restrictions, social distancing practices and cancellations of gatherings and events, some of which are still in place. The reinstating of those orders, restrictions and recommendations that are currently no longer in effect and/or the issuance of additional orders, restrictions and recommendations, combined with fears of the spreading of COVID-19, may (i) cause certain of our customers to delay, cancel or reduce orders of our products and services, and (ii) result in temporary or permanent closures or reduced hours of operation of certain of our customers’ branches and/or increased consumer utilization of digital banking services, which could adversely impact Card@Once and other product or service sales. A sustained deterioration in general economic conditions may adversely affect our profits, revenue and financial performance if credit card issuers reduce credit limits, close accounts, and become more selective with respect to whom they issue credit cards as a result thereof. We are unable to accurately predict how these factors will reduce our sales going forward and when orders, restrictions and recommendations that are in place or may be put in place will be relaxed or lifted. There can be no assurances that our customers will resume purchases of our products and services upon termination of orders, restrictions and recommendations, particularly if there remains any continued community outbreak of COVID-19. A prolonged economic contraction or recession may also result in our customers seeking to reduce their costs and expenditures, which could result in lower demand for our products or a shift to demand for lower margin products. If our sales decline, or if such lost sales are not recoverable in the future, our business and results of operations will be significantly adversely affected. Additionally, our sales and marketing personnel often rely on in-person meetings and interaction with our customers. COVID-19 related restrictions have thus harmed our sales and marketing efforts, and continued restrictions could have a negative impact on our sales and results of operations.

As a result of all of the foregoing, we may, in the future, take actions including reductions to salary and work hours, furloughs, restructuring or layoffs, which may negatively impact our workforce and our business.

We may not be eligible to participate in the relief programs provided under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and even if we are eligible we may not realize any material benefits from participating in such programs.

On March 27, 2020, the President of the United States signed the Coronavirus Aid Relief, and Economic Security (“CARES”) Act into law. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. We are continuing to evaluate and apply certain provisions of the CARES Act that provide benefit to the Company, and the potential impacts thereof on our business. While we are participating in certain programs under the CARES Act, the CARES Act and its guidance are subject to change, and there is no guarantee that any government relief programs will provide meaningful benefit to our business or that we will meet eligibility requirements of any additional requirements of any additional relief programs for which we may determine to apply.

The global outbreak of COVID-19 continues to rapidly evolve. The ultimate impact of the COVID-19 outbreak is highly uncertain and subject to change. We do not yet know the full extent of potential delays or impacts on our business or the economy as a whole. However, these effects may harm our business, financial condition and results of operations in the near term and could have a continuing material impact on our operations, sales and ability to continue as a going concern.

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Item 6. ~~Exhibits~~Exhibits



Exhibit Number		Exhibit Description
10.1		Form of Executive Retention Agreement
~~10.1~~10.2		~~2020~~2021 Executive Retention Agreement, dated ~~September 11, 2019~~October 2, 2020, between CPI Card Group. Inc. and Scott Scheirman
10.3		Form of Executive Restricted Stock Unit Agreement
10.4		Restricted Stock Unit Agreement, dated October 2, 2020, between CPI Card Group Inc. and Scott ~~Scheirman.~~Scheirman
~~10.2~~		~~Form of 2020 Executive Retention Agreement, dated September 11, 2019 for certain Executive Officers~~.
~~10.3~~		~~Form of 2020 Executive Short-Term Incentive Plan~~.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance ~~Document.~~Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

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SIGNATURES

~~SIGNATURES~~

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	CPI CARD GROUP INC.


November ~~6, 2019~~3, 2020	/s/ John Lowe
	John Lowe
	Chief Financial Officer
	(Principal Financial Officer)

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	September 30, 2019
Operating leases
Operating lease right-to-use assets, net of amortization	$	6,796

Operating lease liability (current)	$	2,218
Long-term operating liability		5,657
Total operating lease liabilities	$	7,875

Financing leases
Property, equipment and leasehold improvements	$	7,014
Accumulated depreciation		(782)
Total financing leases in property, equipment and leasehold improvements, net	$	6,232

Financing lease liability (current)	$	2,207
Long-term financing liability		3,427
Total financing lease liabilities	$	5,634


		Operating		Financing
		Lease		Leases
Year Ending
2019	$	696	$	740
2020		2,854		2,332
2021		2,646		1,716
2022		1,371		1,238
2023		1,097		178
Thereafter		602		-
Total lease payments		9,266		6,204
Less imputed interest		(1,391)		(570)
Total	$	7,875	$	5,634


				Weighted-
		Weighted-		Average
		Average		Remaining
		Exercise		Contractual Term
	Options	Price		(in Years)
Outstanding as of December 31, 2018	910,627	$	14.99
Granted	—		—
Forfeited	(69,808)		12.45
Outstanding as of September 30, 2019	840,819	$	15.20	7.62
Options vested and exercisable as of September 30, 2019	517,794		16.57	7.52
Options vested and expected to vest	840,819		15.20	7.62


		Weighted-Average
	Number	Grant-Date Fair Value

Non-vested as of December 31, 2018	605,352	$	3.14
Granted	-		-
Forfeited	(51,567)		3.25
Vested	(230,760)		2.28
Non-vested as of September 30, 2019	323,025	$	3.74


2019		45,345
2020		225,980
2021		51,700
Total unvested options as of September 30, 2019		323,025


2019		—
2020		9,013
2021		243
Total unvested restricted stock units as of September 30, 2019		9,256