Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 03, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | CPI Card Group Inc. | |
Entity Central Index Key | 1,641,614 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 56,542,116 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 26,853 | $ 13,606 |
Accounts receivable, net of allowances of $161 and $212, respectively | 44,621 | 52,538 |
Inventories | 23,731 | 25,640 |
Prepaid expenses and other current assets | 4,852 | 4,260 |
Income taxes receivable | 1,085 | 4,975 |
Total current assets | 101,142 | 101,019 |
Plant, equipment and leasehold improvements, net | 52,884 | 52,113 |
Intangible assets, net | 52,800 | 53,988 |
Goodwill | 73,034 | 73,123 |
Other assets | 97 | 110 |
Total assets | 279,957 | 280,353 |
Current liabilities: | ||
Accounts payable | 14,084 | 17,832 |
Accrued expenses | 9,994 | 11,315 |
Deferred revenue and customer deposits | 4,094 | 3,874 |
Current maturities of long-term debt | 9,000 | 9,000 |
Total current liabilities | 37,172 | 42,021 |
Long-term debt, net of current maturities | 300,482 | 300,000 |
Deferred income taxes | 23,703 | 24,073 |
Other long-term liabilities | 850 | 869 |
Total liabilities | $ 362,207 | $ 366,963 |
Commitments and contingencies (Note 12) | ||
Series A Preferred Stock; $0.001 par value—100,000 shares authorized; no shares issued and outstanding | ||
Stockholders' deficit: | ||
Common Stock; $0.001 par value—100,000,000 shares authorized; 56,542,116 shares issued and outstanding | $ 56 | $ 56 |
Capital deficiency | (117,921) | (119,028) |
Accumulated earnings (deficit) | 39,831 | 36,661 |
Accumulated other comprehensive loss | (4,216) | (4,299) |
Total stockholders' deficit | (82,250) | (86,610) |
Total liabilities and stockholders' deficit | $ 279,957 | $ 280,353 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance on accounts receivable | $ 161 | $ 212 |
Preferred shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred shares, authorized shares (in shares) | 100,000 | 100,000 |
Preferred shares, issued shares (in shares) | 0 | 0 |
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common shares, authorized shares (in shares) | 100,000,000 | 100,000,000 |
Common shares, issued shares (in shares) | 56,542,116 | 56,542,116 |
Common shares, outstanding shares (in shares) | 56,542,116 | 56,542,116 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales: | ||
Products | $ 54,958 | $ 45,014 |
Services | 31,435 | 32,296 |
Total net sales | 86,393 | 77,310 |
Cost of sales: | ||
Products (exclusive of depreciation and amortization shown below) | 36,353 | 30,402 |
Services (exclusive of depreciation and amortization shown below) | 17,764 | 18,973 |
Depreciation and amortization | 2,584 | 2,427 |
Total cost of sales | 56,701 | 51,802 |
Gross Profit | 29,692 | 25,508 |
Operating expenses: | ||
Selling, general and administrative (exclusive of depreciation and amortization shown below) | 14,498 | 12,177 |
Depreciation and amortization | 1,529 | 1,634 |
Total operating expenses | 16,027 | 13,811 |
Income from operations | 13,665 | 11,697 |
Other income (expense): | ||
Interest, net | (5,033) | (1,889) |
Foreign currency (loss) gain | (102) | 122 |
Other expense, net | (2) | (12) |
Total other expense | (5,137) | (1,779) |
Income before income taxes | 8,528 | 9,918 |
Provision for income taxes | (2,814) | (3,958) |
Net income from continuing operations | 5,714 | 5,960 |
Discontinued operations: | ||
Loss from a discontinued operation, net of taxes (Note 2) | (606) | |
Gain on sale of a discontinued operation, net of taxes (Note 2) | 887 | |
Net Income | 5,714 | 6,241 |
Preferred stock dividends | (12,611) | |
Income (loss) attributable to common stockholders | $ 5,714 | $ (6,370) |
Basic and diluted earnings (loss) per share: | ||
Continuing operations | $ 0.10 | $ (0.16) |
Discontinued operation | 0.01 | |
Total basic and diluted loss per share | 0.10 | $ (0.15) |
Dividends declared per common share | $ 0.045 | |
Comprehensive Income | ||
Net income | $ 5,714 | $ 6,241 |
Currency translation adjustment | 82 | (780) |
Total comprehensive income | $ 5,796 | $ 5,461 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net income | $ 5,714 | $ 6,241 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization expense | 4,113 | 4,061 |
Stock-based compensation expense | 745 | 604 |
Amortization of debt issuance costs and debt discount | 482 | 158 |
Loss on sale of a discontinued operation | 1,039 | |
Excess tax benefits from stock-based compensation | (239) | |
Deferred income tax | (58) | 10,067 |
Other, net | (13) | (20) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,711 | 1,382 |
Inventories | 1,957 | (5,610) |
Prepaid expenses and other assets | (532) | 959 |
Income taxes | 4,433 | (10,454) |
Accounts payable | (3,758) | 4,164 |
Accrued expenses | (3,980) | (876) |
Deferred revenue and customer deposits | 199 | 941 |
Other liabilities | (18) | 23 |
Cash provided by operating activities | 16,756 | 12,679 |
Investing activities | ||
Acquisitions of plant, equipment and leasehold improvements | (3,780) | (5,658) |
Proceeds from sale of a discontinued operation | 5,000 | |
Cash used in investing activities | (3,780) | (658) |
Financing activities | ||
Payment on Senior Term Loan | (6,629) | |
Excess tax benefits from stock-based compensation | 239 | |
Redemption of preferred and common stock | (417) | |
Cash provided by (used in) financing activities | 239 | (7,046) |
Effect of exchange rates on cash | 32 | (138) |
Net increase in cash and cash equivalents: | 13,247 | 4,837 |
Cash and cash equivalents, beginning of period | 13,606 | 12,941 |
Cash and cash equivalents, end of period | 26,853 | 17,778 |
Supplemental disclosures of cash flow information | ||
Interest | 4,621 | 1,699 |
Income taxes | $ (1,567) | $ 2,015 |
Business Overview and Summary o
Business Overview and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Business Overview and Summary of Significant Accounting Policies | 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, is referred to herein as “CPI” or the “Company”) is a leading provider of comprehensive Financial Payment Card solutions in North America. The Company defines Financial Payment Cards as credit, debit and prepaid debit cards issued on the networks of the Payment Card Brands (Visa, MasterCard, American Express and Discover) and Interac (in Canada). The Company serves its customers through a network of ten production and card services facilities, including eight high-security facilities in North America that are each certified by one or more of the Payment Card Brands and Interac (in Canada) and, where required by the Company’s customers, certified to be in compliance with the standards of the PCI Security Standards Council. In addition to its eight North American facilities, the Company has two facilities in the United Kingdom that produce retail cards, such as gift and loyalty cards that are not issued on the networks of the Payment Card Brands, and personalization services. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of the results of the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2015 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. 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, 2015. The Company sold its non-secure operation located in Nevada on January 12, 2015 (the “Nevada Sale”) pursuant to an asset purchase agreement for $5,000 in cash. The Nevada operations primarily produced retail gift cards that are not issued on the networks of the Payment Card Brands. See Note 2. Use of Estimates Management uses estimates and assumptions relating to the reporting of assets and liabilities in its preparation of the condensed consolidated financial statements. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and intangible assets; valuation allowances for inventories and deferred tax assets; debt; and stock-based compensation expense. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , in May 2014. ASU 2014-09 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. An entity should also 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. In July 2015, the FASB deferred the effective date to annual reporting periods beginning after December 15, 2017, and interim reporting periods within those periods. The Company plans to implement the provisions of ASU 2014-09 as of January 1, 2018. The Company is in the process of determining the method of adoption and assessing the impact of ASU 2014-09 on its results of operations, financial position and consolidated financial statements. The FASB issued ASU 2015-11, Inventory— Simplifying the Measurement of Inventory , in July 2015. ASU 2015-11 requires that inventory be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for public entities’ annual reporting periods beginning after December 15, 2016. The Company plans to implement the provisions of ASU 2015-11 as of January 1, 2017. The Company is in the process of assessing the impact of ASU 2015-11 on its results of operations, financial position and consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , 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. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 (the Company’s fiscal year 2019) with early adoption permitted. The new standard is required to be adopted using a modified retrospective approach. The Company is in the process of assessing the impact of ASU 2016-02 on its results of operations, financial position and consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation–Stock Compensation: Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share based payment transactions, including the accounting for income taxes, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 (the Company’s fiscal year 2017), with early adoption permitted. The Company is in the process of assessing the impact of ASU 2016-09 on its results of operations, financial position and consolidated financial statements. |
Discontinued Operation and Disp
Discontinued Operation and Disposition | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operation and Disposition | |
Discontinued Operation and Disposition | 2. Discontinued Operation and Disposition On January 12, 2015, the Company sold its Nevada non-secure operations pursuant to an asset purchase agreement for $5,000 in cash. The net carrying values of the assets sold as part of the discontinued operation included inventory and plant, equipment and leasehold improvements of $3,129 and $2,910, respectively. During the three months ended March 31, 2015, the Company recognized a gain on the sale of a discontinued operation of $887 , which is included in the gain from a discontinued operation, net of an income tax benefit of $1,926 in the Company’s Condensed Consolidated Statement of Operations. The Nevada operations recognized a loss of $606 for the three months ended March 31, 2015, net of an income tax benefit of $404 , in the Company’s Condensed Consolidated Statement of Operations. After the Nevada Sale, CPI retained no significant continuing involvement in the Nevada operations other than a 180 day transition of services agreement, which expired on July 11, 2015. The Nevada operations had $32,128 of tax deductible goodwill and intangible assets, of which $4,190 of the tax deductible goodwill resulted in the recognition of an income tax benefit of $1,510 during the three months ended March 31, 2015. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventories | |
Inventories | 3. Inventories Inventories are summarized below: March 31, 2016 December 31, 2015 Raw materials $ $ Work-in-process Finished goods $ $ |
Plant, Equipment and Leasehold
Plant, Equipment and Leasehold Improvements | 3 Months Ended |
Mar. 31, 2016 | |
Plant, Equipment and Leasehold Improvements | |
Plant, Equipment and Leasehold Improvements | 4. Plant, Equipment and Leasehold Improvements Plant, equipment and leasehold improvements consist of the following: March 31, 2016 December 31, 2015 Buildings $ $ Machinery and equipment Furniture, fixtures and computer equipment Leasehold improvements Construction in progress Less accumulated depreciation and amortization $ $ For the Company’s continuing operations, amounts recorded for the depreciation of plant, equipment and leasehold improvements was $2,973 and $2,917 for the three months ended March 31, 2016 and 2015, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Goodwill relates to the Company’s U.S. Debit and Credit, U.K. Limited and Canada reporting segments. The change in goodwill from December 31, 2015 to March 31, 2016 was a result of currency translation adjustments. Intangible assets consist of customer relationships, technology and software, non-compete agreements, favorable leases and trademarks. Total intangible assets are being amortized over a weighted-average useful life of 16 years. The changes in the cost basis of the intangibles from December 31, 2015 to March 31, 2016 are related to foreign currency translations. Intangible amortization expense was $1,140 and $1,144 for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016 and December 31, 2015, intangible assets, excluding goodwill, were comprised of the following: March 31, 2016 December 31, 2015 Average Life Accumulated Net Book Accumulated Net Book (Years) Cost Amortization Value Cost Amortization Value Customer relationships to 20 $ $ $ $ $ $ Technology and software to 10 Non-compete agreements to 8 Favorable leases 9.5 Intangible assets subject to amortization Trademarks (indefinite-lived) — — $ $ $ $ $ $ The estimated future aggregate amortization expense for the identified amortizable intangibles noted above as of March 31, 2016 is as follows: 2016 (remaining 9 months) $ 2017 2018 2019 2020 Thereafter $ |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). In determining fair value, the Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: · Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. · Level 2— Observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities. · Level 3— Valuations based on unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The Company’s financial assets and liabilities subject to fair value measurements and the necessary disclosures are as follows: Fair Value as of Fair Value Measurement at March 31, 2016 March 31, (Using Fair Value Hierarchy) 2016 Level 1 Level 2 Level 3 Liabilities: First Lien Term Loan $ $ — $ $ — Sellers Note $ $ — $ — $ Fair Value as of Fair Value Measurement at December 31, 2015 December 31, (Using Fair Value Hierarchy) 2015 Level 1 Level 2 Level 3 Liabilities: First Lien Term Loan $ $ — $ $ — Sellers Note $ $ — $ — $ |
Long-Term Debt and Credit Facil
Long-Term Debt and Credit Facility | 3 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt and Credit Facility | |
Long-Term Debt and Credit Facility | 7. Long-Term Debt and Credit Facility As of March 31, 2016 and December 31, 2015, long-term debt and credit facilities consist of the following: Interest March 31, December 31, Rate (1) 2016 2015 First lien term loan facility (1) % $ $ Sellers note (1) % Unamortized discount Unamortized deferred financing costs Total long-term debt Less current maturities of long-term debt Long-term debt, excluding current maturities $ $ (1) Interest rate at March 31, 2016 First Lien Credit Facility On August 17, 2015, the Company entered into a first lien credit agreement (the “First Lien Credit Facility”) with a syndicate of lenders providing for a $435,000 first lien term loan facility (the “First Lien Term Loan”) and a $40,000 revolving credit facility (the “Revolving Credit Facility”). The First Lien Term Loan and the Revolving Credit Facility have maturity dates of August 17, 2022 and August 17, 2020, respectively. The First Lien Credit Facility is 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 First Lien 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% . Letters of credit are subject to a 0.125% fronting fee payable to the issuing bank and a fee payable to the revolving lenders equal to the margin applicable to Eurodollar revolving loans. 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. The First Lien Credit Facility contains customary nonfinancial covenants, including among other things, restrictions 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. As of March 31, 2016, the Company was in compliance with all covenants under the First Lien Credit Facility. The First Lien Credit Facility also requires prepayment in advance of the maturity date upon the occurrence of certain customary events, including based on an excess cash flow calculation, pursuant to the terms of the agreement, beginning as of the year ended December 31, 2016. 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 EBITDA. As of March 31, 2016, the Company did not have any outstanding amounts under the Revolving Credit Facility. Sellers Note The Company entered into a subordinated, unsecured promissory note for $9,000 with certain sellers of EFT Source, Inc. (“EFT Source”) in connection its acquisition of EFT Source on September 2, 2014. Interest on the Sellers Note accrues at 5.0% per annum and is paid quarterly. All principal and unpaid interest under the Sellers Note is due to the sellers at the earlier of September 2, 2016 or with the occurrence of certain specific events as outlined in the Sellers Note. The Sellers Note is included in “Current maturities of long-term debt” at March 31, 2016 and December 31, 2015, as the maturity date of the note is within twelve months. Letters of Credit The Company has two outstanding letters of credit for the security deposits on two real property lease agreements. These letters of credit total $100 , reducing availability under the Revolving Credit Facility to $39,900 . The Company pays a fee on the outstanding letters of credit at the applicable margin, which was 4.50% as of March 31, 2016, in addition to a fronting fee of 0.125% per annum. Deferred Financing Costs Certain costs 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes During the three months ended March 31, 2016, the Company recognized an income tax expense of $2,814 on pre-tax income of $8,528 , representing an effective income tax rate of 33.0%, compared to an income tax expense of $3,958 on pre-tax income of $9,918 , representing an effective tax rate of 39.9% during the three months ended March 31, 2015. The effective tax rates for all periods presented also differ from the federal U.S. statutory rate primarily due to a benefit from permanent deductions related to credits for domestic production activities and the impact of state and foreign income taxes. |
Series A Preferred Stock
Series A Preferred Stock | 3 Months Ended |
Mar. 31, 2016 | |
Series A Preferred Stock. | |
Series A Preferred Stock | 9. Series A Preferred Stock Series A Preferred Stock has a par value of $0.001 per share. The original Series A Preferred Stock has an initial liquidation preference equal to $1,000 per outstanding share. In addition, the Series A Preferred Stock liquidation preference earns a dividend of 20% per share per annum, payable when declared by the Board of Directors. Such dividends accrue on each share from the date of original issuance and accrue on a daily basis, whether or not declared. Such dividends are cumulative so that if such dividend in respect of any previous or current annual dividend period, at the annual 20% rate, has not been paid, the deficiency shall first be fully paid before any dividend or other distribution shall be paid or declared and set apart for the common stock. In the event of any liquidation, dissolution, or winding up of the Company, the Series A Preferred Stock holders shall be entitled to receive, prior and in preference to any distributions of any of the Company’s assets to the common stock holders, the value of the liquidation preference. If the distribution of such assets is insufficient to permit the payment to such holders, the distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the amount of such stock owned by each holder. The Series A Preferred Stock had no voting rights. There were no outstanding shares of Series A Preferred Stock as of March 31, 2016 or December 31, 2015. The Company redeemed 93 shares of Series A Preferred Stock for $370 , at prices ranging from $3,950.33 to $4,017.43 per share, and accrued dividends of $12,611 during the three months ended March 31, 2015. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders’ Equity | |
Stockholders’ Equity | 10. Stockholders’ Equity Common Stock During the three months ended March 31, 2016, there was no common stock issued or redeemed. During the three months ended March 31, 2015, the Company issued no common stock and redeemed 86,768 shares of common stock at values of $0.32 and $0.91 per share. The redeemed common stock share values were calculated in accordance with the terms of the applicable award agreements. On February 24, 2016, the Board of Directors approved a dividend of $0.045 per share, payable on April 7, 2016 to stockholders of record as of the close of business on March 17, 2016. The accrued dividend of $2,544 is reflected in “Accrued expenses” in the Condensed Consolidated Balance Sheet as of March 31, 2016. On September 3, 2015, the Company’s Board of Directors approved a 22 -for-1 stock split of its common stock. Upon the effective date of the stock split, each outstanding share of common stock and restricted common stock was divided into 22 shares of common stock or restricted common stock, as applicable. Shares of common stock available for issuance under the 2007 Stock Option Plan were increased accordingly. All of the share numbers, share prices and exercise prices have been retroactively adjusted to reflect the stock split in this Quarterly Report on Form 10-Q, including the accompanying condensed consolidated financial statements and these notes. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
Earnings per Share | 11. Earnings per Share Basic and diluted earnings (loss) per share (“EPS”) is computed by dividing net 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 EPS attributable to continuing and discontinued operations: Three Months Ended March 31, 2016 2015 Numerator: Net income from continuing operations $ $ Preferred stock dividends — Earnings (loss) from continuing operations attributable to common stockholders Income from a discontinued operation, net of taxes — Net earnings (loss) attributable to common stockholders $ $ Denominator: Basic EPS—weighted average common shares outstanding Diluted EPS—weighted average common shares outstanding Basic EPS: Earnings (loss) from continuing operations $ $ Earnings from a discontinued operation, net of taxes — Earnings (loss) per share $ $ Diluted EPS: Earnings (loss) from continuing operations $ $ Earnings from a discontinued operation, net of taxes — Earnings (loss) per share $ $ The Company reported a net loss from continuing operations available to common stockholders for the three months ended March 31, 2015. Accordingly, the potentially dilutive effect of the 528,000 outstanding stock options as of March 31, 2015 has been excluded in the computation of diluted earnings per share, as their inclusion would be antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Commitments The Company incurred rent expense under non-cancellable operating leases of $815 and $933 for the three months ended March 31, 2016 and 2015, respectively. Asset retirement obligations relate to legal obligations associated with the removal of all leasehold improvements at the end of the lease term. The Company records all asset retirement obligations, which primarily relate to “make-good” clauses in operating leases, for its leased property containing leasehold improvements. The liability is accreted through charges to operating expenses. If the asset retirement obligation is settled for an amount other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement. Accretion expense was $8 for three month period ended March 31, 2016 and $2 for the three month period ended March 31, 2015. As of March 31, 2016 and December 31, 2015, the Company’s asset retirement obligations included in “Other long-term liabilities” in the Condensed Consolidated Balance Sheets were $614 and $613 , respectively. Contingencies In October 2015, Gemalto S.A. filed a suit alleging that the Company infringes on a Gemalto patent by incorporating microchips into the Company’s products. Gemalto’s patent will expire in 2017. Discovery and motion practice is ongoing. The Company believes Gemalto’s claims are without merit and it has strong legal and equitable defenses, plus meritorious counterclaims and indemnity rights. The Company intends to defend the suit vigorously. Due to the current stage of the matter, the Company has concluded the risk of loss is not reasonably possible or estimable and no accrual has been recognized as of March 31, 2016 and December 31, 2015. In addition to the matter 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 our business, financial condition or results of operations. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation | |
Stock Option Plan | 13. Stock-Based Compensation CPI Card Group Inc. Omnibus Plan In conjunction with the completion of the Company’s initial public offering (“IPO”), the Company adopted the CPI Card Group Inc. Omnibus Plan (the “Omnibus Plan”) pursuant to which cash and equity based incentives may be granted to participating employees, advisors and directors. The Company has reserved 4,000,000 shares of common stock for issuance under the Omnibus Plan. Shares available for grant under the Omnibus Plan were 2,571,638 as of March 31, 2016. During the three months ended March 31, 2016, the Company granted awards of non-qualified stock options under the Omnibus Plan for 400,000 shares of common stock. The stock option awards have an exercise price of $10 per share, a 10 year term, and vest 33.4% on October 9, 2017, 33.3% on October 9, 2018 and 33.3% on October 9, 2019. The fair value of the stock option awards was determined using a Monte-Carlo simulation with the following assumptions: volatility of 35.2% , risk-free interest rate of 1.51% , dividend yield of 2.28% and expected term of 6.59 years. Outstanding and exercisable stock options under the Omnibus Plan are as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Term Options Price (in Years) Outstanding as of December 31, 2015 $ Granted Outstanding as of March 31, 2016 $ Unvested options as of March 31, 2016 will vest as follows: 2016 — 2017 2018 2019 Total unvested options as of March 31, 2016 During the three months ended March 31, 2016, the Company granted awards of restricted stock units for 232,912 shares of common stock. The restricted stock unit awards contain conditions associated with continued employment or service. On the vesting date, which is one year from the date of grant, shares of common stock will be issued to the award recipients. The following table summarizes the changes in the number of outstanding restricted stock units for the three month period ended March 31, 2016: Weighted- Average Grant Date Shares Fair Value Outstanding as of December 31, 2015 — $ — Granted Vested — — Forfeited — — Outstanding as of March 31, 2016 $ Compensation expense for the Omnibus Plan for the three months ended March 31, 2016 was $422 . As of March 31, 2016, the total unrecognized compensation expense related to unvested options and restricted stock units was $4,405 , which the Company expects to recognize over an estimated weighted average period of 2.1 years. 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 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 is granted. As a result of the Company’s adoption of its Omnibus Plan in conjunction with the IPO, as further described above, no further awards will be made under the Option Plan. The outstanding stock options have a 10 -year life and vest as noted in each respective grant letter. All stock options are non-qualified. No stock options were granted during the three month period ended March 31, 2015. The following table summarizes the changes in the number of outstanding stock options for the three month period ended March 31, 2016: Weighted- Average Remaining Weighted- Average Contractual Term Options Exercise Price (in Years) Outstanding as of December 31, 2015 $ Granted — — — Forfeited — — — Outstanding as of March 31, 2016 $ Exercisable as of March 31, 2016 $ Unvested options as of March 31, 2016 will vest as follows: 2016 Total unvested options as of March 31, 2016 Compensation expense for the three months ended March 31, 2016 and unrecorded compensation expense at March 31, 2016, related to options previously granted under the Option Plan, were de minimis. The aggregate intrinsic value of stock option awards outstanding and exercisable under the Option Plan as of March 31, 2016 was $3,807 and $3,475 , respectively. Other Stock-Based Compensation Awards During June 2015, the Company issued 191,664 restricted shares of common stock to executives of the Company with a weighted-average grant date fair value of $9.48 per share. The awards contain conditions associated with continued employment or service. The terms of the unvested restricted shares of common stock provide voting and regular dividend rights to the holders, and accordingly are included in weighted-average shares outstanding in the Company’s basic earnings per share calculation. See Note 11 “Earnings per Share”. The restricted shares vest over one to three year periods, at which time the restrictions lapse. As of March 31, 2016, 191,664 restricted shares of common stock were outstanding. Total compensation expense related to the unvested restricted shares of common stock awards was $323 for the three months ended March 31, 2016. As of March 31, 2016, there was $848 of total remaining unrecognized compensation expense related to unvested restricted shares of common stock that will be recognized over a weighted average period of 0.99 years. Phantom Stock Plan The Company recognized $606 of compensation expense during the three months ended March 31, 2015 related to the phantom stock plan. The phantom stock plan was terminated, and all outstanding obligations thereunder were settled, during October 2015 in conjunction with the Company’s IPO. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting | |
Segment Reporting | 14. Segment Reporting The Company has identified reportable segments as those consolidated subsidiaries that represent 10% or more of its revenue, 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 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 from continuing operations before interest expense, income taxes, depreciation and amortization. The Company’s chief operating decision maker believes EBITDA is a meaningful measure and is superior to available U.S. 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 identify strategies to improve the allocation of resources amongst segments. As of March 31, 2016, the Company’s reportable segments are as follows: · U.S. Debit and Credit; · U.S. Prepaid Debit; and · U.K. Limited. The “Other” category includes the Company’s corporate headquarters and less significant operating segments that derive their revenue from the production of Financial Payment Cards and retail gift cards in Canada (CPI—Canada) and the U.K. (CPI—Petersfield). In August 2015, the Company completed the shut down and closure of the Petersfield, U.K. facility. Performance Measures of Reportable Segments Revenue and EBITDA of the Company’s reportable segments for the three months ended March 31, 2016 and 2015 were as follows: Revenue Three Months Ended March 31, 2016 2015 U.S. Debit and Credit $ $ U.S. Prepaid Debit U.K. Limited Other Intersegment eliminations Total: $ $ EBITDA Three Months Ended March 31, 2016 2015 U.S. Debit and Credit $ $ U.S. Prepaid Debit U.K. Limited Other Total: $ $ The following table provides a reconciliation of total segment EBITDA to net income from continuing operations for the three months ended March 31, 2016 and 2015: Three Months Ended March 31, 2016 2015 Total segment EBITDA from continuing operations $ $ Interest, net Provision for income taxes Depreciation and amortization Net income from continuing operations $ $ Balance Sheet Data of Reportable Segments Total assets of the Company’s reportable segments as of March 31, 2016 and December 31, 2015 were as follows: March 31, 2016 December 31, 2015 U.S. Debit and Credit $ $ U.S. Prepaid Debit U.K. Limited Other Total assets: $ $ Plant, Equipment and Leasehold Improvement Additions of Geographic Locations Plant, equipment and leasehold improvement additions of the Company’s geographical locations for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended March 31, 2016 2015 U.S. $ $ Canada Total North America U.K. Total plant, equipment and leasehold improvement additions $ $ Net Sales of Geographic Locations Net sales of the Company’s geographic locations for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended March 31, 2016 2015 U.S. $ $ Canada Total North America U.K. Other (a) Total net sales $ $ (a) Amounts in Other include sales to various countries that individually are not material. Long-Lived Assets of Geographic Segments Long-lived assets of the Company’s geographic segments as of March 31, 2016 and December 31, 2015 were as follows: March 31, 2016 December 31, 2015 U.S. $ $ Canada Total North America: U.K. Total long-lived assets $ $ Net Sales by Product and Services Net sales from products and services sold by the Company for the three months ended March 31, 2016 and 2015 were as follows: Three Months Ended March 31, 2016 2015 Product net sales (a) $ $ Services net sales (b) Total net sales: $ $ (a) Product net sales include the design and production of Financial Payment Cards in contact-EMV, Dual-Interface EMV, contactless and magnetic stripe card formats. The Company also generates product revenue from the sale of Card Once ® instant issuance systems, private label credit cards and retail gift cards. (b) Services net sales include revenue from the personalization and fulfillment of Financial Payment Cards, the provision of tamper-evident security packaging, providing fulfillment services to Prepaid Debit Card program managers and software as a service personalization of instant issuance debit cards. The Company also generates service revenue from personalizing retail gift cards (primarily in Canada and the United Kingdom) and 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. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Event | |
Subsequent Event | 15. Subsequent Events On May 11, 2016, the Board of Directors approved a dividend of $0.045 per share. This dividend is payable on July 7, 2016, to stockholders of record as of the close of business on June 16, 2016. On May 11, 2016, the Board of Directors approved a stock repurchase program that authorizes repurchases of $20 million of the Company’s common stock, up to a maximum of 2,827,105 common shares of the Company over the next twelve months. The Company’s repurchases may be executed using open market purchases, privately negotiated transactions, accelerated share repurchase programs or other transactions. |
Business Overview and Summary21
Business Overview and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of the results of the interim periods presented. The Condensed Consolidated Balance Sheet as of December 31, 2015 is derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. 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, 2015. The Company sold its non-secure operation located in Nevada on January 12, 2015 (the “Nevada Sale”) pursuant to an asset purchase agreement for $5,000 in cash. The Nevada operations primarily produced retail gift cards that are not issued on the networks of the Payment Card Brands. See Note 2. |
Use of Estimates | Use of Estimates Management uses estimates and assumptions relating to the reporting of assets and liabilities in its preparation of the condensed consolidated financial statements. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and intangible assets; valuation allowances for inventories and deferred tax assets; debt; and stock-based compensation expense. Actual results could differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , in May 2014. ASU 2014-09 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. An entity should also 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. In July 2015, the FASB deferred the effective date to annual reporting periods beginning after December 15, 2017, and interim reporting periods within those periods. The Company plans to implement the provisions of ASU 2014-09 as of January 1, 2018. The Company is in the process of determining the method of adoption and assessing the impact of ASU 2014-09 on its results of operations, financial position and consolidated financial statements. The FASB issued ASU 2015-11, Inventory— Simplifying the Measurement of Inventory , in July 2015. ASU 2015-11 requires that inventory be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new standard is effective for public entities’ annual reporting periods beginning after December 15, 2016. The Company plans to implement the provisions of ASU 2015-11 as of January 1, 2017. The Company is in the process of assessing the impact of ASU 2015-11 on its results of operations, financial position and consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , 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. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018 (the Company’s fiscal year 2019) with early adoption permitted. The new standard is required to be adopted using a modified retrospective approach. The Company is in the process of assessing the impact of ASU 2016-02 on its results of operations, financial position and consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation–Stock Compensation: Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share based payment transactions, including the accounting for income taxes, forfeitures, statutory withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016 (the Company’s fiscal year 2017), with early adoption permitted. The Company is in the process of assessing the impact of ASU 2016-09 on its results of operations, financial position and consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventories | |
Schedule of inventories | March 31, 2016 December 31, 2015 Raw materials $ $ Work-in-process Finished goods $ $ |
Plant, Equipment and Leasehol23
Plant, Equipment and Leasehold Improvements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Plant, Equipment and Leasehold Improvements | |
Schedule of plant, equipment and leasehold improvements | March 31, 2016 December 31, 2015 Buildings $ $ Machinery and equipment Furniture, fixtures and computer equipment Leasehold improvements Construction in progress Less accumulated depreciation and amortization $ $ |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets | |
Schedule of intangible assets excluding goodwill | March 31, 2016 December 31, 2015 Average Life Accumulated Net Book Accumulated Net Book (Years) Cost Amortization Value Cost Amortization Value Customer relationships to 20 $ $ $ $ $ $ Technology and software to 10 Non-compete agreements to 8 Favorable leases 9.5 Intangible assets subject to amortization Trademarks (indefinite-lived) — — $ $ $ $ $ $ |
Schedule of future aggregate amortization expense for identified amortizable intangibles | 2016 (remaining 9 months) $ 2017 2018 2019 2020 Thereafter $ |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value of Financial Instruments | |
Schedule of financial assets and liabilities subject to fair value measurements | Fair Value as of Fair Value Measurement at March 31, 2016 March 31, (Using Fair Value Hierarchy) 2016 Level 1 Level 2 Level 3 Liabilities: First Lien Term Loan $ $ — $ $ — Sellers Note $ $ — $ — $ Fair Value as of Fair Value Measurement at December 31, 2015 December 31, (Using Fair Value Hierarchy) 2015 Level 1 Level 2 Level 3 Liabilities: First Lien Term Loan $ $ — $ $ — Sellers Note $ $ — $ — $ |
Long-Term Debt and Credit Fac26
Long-Term Debt and Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt and Credit Facility | |
Schedule of long-term debt | Interest March 31, December 31, Rate (1) 2016 2015 First lien term loan facility (1) % $ $ Sellers note (1) % Unamortized discount Unamortized deferred financing costs Total long-term debt Less current maturities of long-term debt Long-term debt, excluding current maturities $ $ (1) Interest rate at March 31, 2016 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings per Share | |
Computation of basic and diluted EPS | Three Months Ended March 31, 2016 2015 Numerator: Net income from continuing operations $ $ Preferred stock dividends — Earnings (loss) from continuing operations attributable to common stockholders Income from a discontinued operation, net of taxes — Net earnings (loss) attributable to common stockholders $ $ Denominator: Basic EPS—weighted average common shares outstanding Diluted EPS—weighted average common shares outstanding Basic EPS: Earnings (loss) from continuing operations $ $ Earnings from a discontinued operation, net of taxes — Earnings (loss) per share $ $ Diluted EPS: Earnings (loss) from continuing operations $ $ Earnings from a discontinued operation, net of taxes — Earnings (loss) per share $ $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Omnibus Plan | |
Summary of outstanding and exercisable stock options | Weighted- Weighted- Average Average Remaining Exercise Contractual Term Options Price (in Years) Outstanding as of December 31, 2015 $ Granted Outstanding as of March 31, 2016 $ |
Schedule of vesting for unvested options | 2016 — 2017 2018 2019 Total unvested options as of March 31, 2016 |
Summary of changes in number of outstanding restricted shares of common stock | Weighted- Average Grant Date Shares Fair Value Outstanding as of December 31, 2015 — $ — Granted Vested — — Forfeited — — Outstanding as of March 31, 2016 $ |
Option Plan | |
Summary of outstanding and exercisable stock options | Weighted- Average Remaining Weighted- Average Contractual Term Options Exercise Price (in Years) Outstanding as of December 31, 2015 $ Granted — — — Forfeited — — — Outstanding as of March 31, 2016 $ Exercisable as of March 31, 2016 $ |
Schedule of vesting for unvested options | 2016 Total unvested options as of March 31, 2016 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting | |
Schedule of revenue and EBITDA of the company's reportable segments | Revenue Three Months Ended March 31, 2016 2015 U.S. Debit and Credit $ $ U.S. Prepaid Debit U.K. Limited Other Intersegment eliminations Total: $ $ EBITDA Three Months Ended March 31, 2016 2015 U.S. Debit and Credit $ $ U.S. Prepaid Debit U.K. Limited Other Total: $ $ |
Schedule of reconciliation of total segment EBITDA to income before taxes | Three Months Ended March 31, 2016 2015 Total segment EBITDA from continuing operations $ $ Interest, net Provision for income taxes Depreciation and amortization Net income from continuing operations $ $ |
Schedule of total assets of the company's reportable segments | March 31, 2016 December 31, 2015 U.S. Debit and Credit $ $ U.S. Prepaid Debit U.K. Limited Other Total assets: $ $ |
Schedule of plant, equipment and leasehold improvement additions of geographic locations | Three Months Ended March 31, 2016 2015 U.S. $ $ Canada Total North America U.K. Total plant, equipment and leasehold improvement additions $ $ |
Schedule of net sales of company's geographic locations | Three Months Ended March 31, 2016 2015 U.S. $ $ Canada Total North America U.K. Other (a) Total net sales $ $ (a) Amounts in Other include sales to various countries that individually are not material. |
Schedule of Long lived assets of the company's geographic segments | March 31, 2016 December 31, 2015 U.S. $ $ Canada Total North America: U.K. Total long-lived assets $ $ |
Schedule of net sales from product and services sold by the company | Three Months Ended March 31, 2016 2015 Product net sales (a) $ $ Services net sales (b) Total net sales: $ $ (a) Product net sales include the design and production of Financial Payment Cards in contact-EMV, Dual-Interface EMV, contactless and magnetic stripe card formats. The Company also generates product revenue from the sale of Card Once ® instant issuance systems, private label credit cards and retail gift cards. (b) Services net sales include revenue from the personalization and fulfillment of Financial Payment Cards, the provision of tamper-evident security packaging, providing fulfillment services to Prepaid Debit Card program managers and software as a service personalization of instant issuance debit cards. The Company also generates service revenue from personalizing retail gift cards (primarily in Canada and the United Kingdom) and 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. |
Business Overview and Summary30
Business Overview and Summary of Significant Accounting Policies - Business Overview and Basis of Presentation (Details) $ in Thousands | Jan. 12, 2015USD ($) | Mar. 31, 2016item | Mar. 31, 2015USD ($) |
Nature of Operations and Basis of Presentation [Line Items] | |||
Total number of production and card services facilities | 10 | ||
Proceeds from sale of asset | $ | $ 5,000 | ||
Sold | Nevada | |||
Nature of Operations and Basis of Presentation [Line Items] | |||
Proceeds from sale of asset | $ | $ 5,000 | ||
Total North America | |||
Nature of Operations and Basis of Presentation [Line Items] | |||
Number of high-security production and card services facilities | 8 | ||
Number of payment card brands which certify card services | 1 | ||
U.K. | |||
Nature of Operations and Basis of Presentation [Line Items] | |||
Total number of production and card services facilities | 2 |
Discontinued Operation and Di31
Discontinued Operation and Disposition (Details) - USD ($) $ in Thousands | Jan. 12, 2015 | Mar. 31, 2015 | Dec. 31, 2015 |
Discontinued Operation and Disposition | |||
Proceeds from sale of asset | $ 5,000 | ||
Gain on sale of a discontinued operation | 887 | ||
Loss from a discontinued operation, net of taxes | 606 | ||
Nevada | |||
Discontinued Operation and Disposition | |||
Term of transition service agreement | 180 days | ||
Tax deductible goodwill and intangible assets | 32,128 | ||
Tax deductible goodwill resulting in income tax benefit during the period | 4,190 | ||
Income tax benefit recognized on tax deductible goodwill | 1,510 | ||
Nevada | Sold | |||
Discontinued Operation and Disposition | |||
Proceeds from sale of asset | $ 5,000 | ||
Gain on sale of a discontinued operation | 887 | ||
Income tax benefit from gain on discontinued operation | 1,926 | ||
Loss from a discontinued operation, net of taxes | 606 | ||
Income tax benefit from discontinued operations | $ 404 | ||
Nevada | Held-for-sale | |||
Discontinued Operation and Disposition | |||
Carrying value of inventory | $ 3,129 | ||
Carrying value of plant, equipment and leasehold improvements | $ 2,910 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventories | ||
Raw materials | $ 9,669 | $ 10,549 |
Work-in-process | 10,871 | 11,460 |
Finished goods | 3,191 | 3,631 |
Inventory | $ 23,731 | $ 25,640 |
Plant, Equipment and Leasehol33
Plant, Equipment and Leasehold Improvements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Plant, Equipment and Leasehold Improvements | |||
Plant, equipment and leasehold improvements, gross | $ 86,098 | $ 82,716 | |
Less accumulated depreciation and amortization | (33,214) | (30,603) | |
Plant, equipment and leasehold improvements, net | 52,884 | 52,113 | |
Depreciation | 2,973 | $ 2,917 | |
Buildings | |||
Plant, Equipment and Leasehold Improvements | |||
Plant, equipment and leasehold improvements, gross | 2,475 | 2,565 | |
Machinery and equipment | |||
Plant, Equipment and Leasehold Improvements | |||
Plant, equipment and leasehold improvements, gross | 58,815 | 57,482 | |
Furniture, fixtures and computer equipment | |||
Plant, Equipment and Leasehold Improvements | |||
Plant, equipment and leasehold improvements, gross | 5,387 | 4,440 | |
Leasehold improvements | |||
Plant, Equipment and Leasehold Improvements | |||
Plant, equipment and leasehold improvements, gross | 16,786 | 15,856 | |
Construction in progress | |||
Plant, Equipment and Leasehold Improvements | |||
Plant, equipment and leasehold improvements, gross | $ 2,635 | $ 2,373 |
Goodwill and Other Intangible34
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Intangible Assets [Line Items] | |||
Weighted-average useful life | 16 years | ||
Intangible amortization expense | $ 1,140 | $ 1,144 | |
Intangible assets subject to amortization, Cost | 67,231 | $ 67,315 | |
Intangible assets subject to amortization, Accumulated Amortization | (20,460) | (19,356) | |
Intangible assets subject to amortization, Net Book Value | 46,771 | 47,959 | |
Intangible assets, Cost | 73,260 | 73,344 | |
Intangible assets, Net Book Value | 52,800 | 53,988 | |
Trademarks | |||
Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 6,029 | 6,029 | |
Customer relationships | |||
Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, Cost | 59,528 | 59,612 | |
Intangible assets subject to amortization, Accumulated Amortization | (18,599) | (17,747) | |
Intangible assets subject to amortization, Net Book Value | $ 40,929 | 41,865 | |
Customer relationships | Minimum | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 12 years | ||
Customer relationships | Maximum | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 20 years | ||
Technology and software | |||
Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, Cost | $ 7,101 | 7,101 | |
Intangible assets subject to amortization, Accumulated Amortization | (1,470) | (1,238) | |
Intangible assets subject to amortization, Net Book Value | $ 5,631 | 5,863 | |
Technology and software | Minimum | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 7 years | ||
Technology and software | Maximum | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 10 years | ||
Non-compete agreements | |||
Intangible Assets [Line Items] | |||
Intangible assets subject to amortization, Cost | $ 491 | 491 | |
Intangible assets subject to amortization, Accumulated Amortization | (288) | (270) | |
Intangible assets subject to amortization, Net Book Value | $ 203 | 221 | |
Non-compete agreements | Minimum | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 5 years | ||
Non-compete agreements | Maximum | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 8 years | ||
Favorable leases | |||
Intangible Assets [Line Items] | |||
Weighted-average useful life | 9 years 6 months | ||
Intangible assets subject to amortization, Cost | $ 111 | 111 | |
Intangible assets subject to amortization, Accumulated Amortization | (103) | (101) | |
Intangible assets subject to amortization, Net Book Value | $ 8 | $ 10 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets - Future Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Estimated future aggregate amortization expense | ||
2016 (remaining 9 months) | $ 3,414 | |
2,017 | 4,545 | |
2,018 | 4,545 | |
2,019 | 4,524 | |
2,020 | 4,484 | |
Thereafter | 25,259 | |
Total | $ 46,771 | $ 47,959 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Sellers Note | ||
Liabilities: | ||
Long-term debt | $ 9,000 | $ 9,000 |
Level 3 | Sellers Note | ||
Liabilities: | ||
Long-term debt | 9,000 | 9,000 |
First Lien Credit Facility | Term Loan | ||
Liabilities: | ||
Long-term debt | 310,938 | 309,375 |
First Lien Credit Facility | Level 2 | Term Loan | ||
Liabilities: | ||
Long-term debt | $ 310,938 | $ 309,375 |
Long-Term Debt and Credit Fac37
Long-Term Debt and Credit Facility - Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 309,482 | $ 309,000 |
Less current maturities of long-term debt | (9,000) | (9,000) |
Long-term debt, excluding current maturities | $ 300,482 | $ 300,000 |
Sellers Note | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 5.00% | 5.00% |
Long-term debt | $ 9,000 | $ 9,000 |
First Lien Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 5.50% | |
Long-term debt | $ 312,500 | 312,500 |
Unamortized discount | (4,274) | (4,459) |
Unamortized deferred financing costs | $ (7,744) | $ (8,041) |
Long-Term Debt and Credit Fac38
Long-Term Debt and Credit Facility - First Lien Credit Facility (Details) - USD ($) $ in Thousands | Aug. 17, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Long-term Debt | |||
Interest expense related to amortization of deferred financing costs and discount | $ 482 | $ 158 | |
First Lien Credit Facility | |||
Long-term Debt | |||
Maximum net leverage ratio | 7 | ||
Term Loan | First Lien Credit Facility | |||
Long-term Debt | |||
Maximum borrowing capacity | $ 435,000 | ||
Term Loan | Eurodollar rate | First Lien Credit Facility | |||
Long-term Debt | |||
Interest rate floor (as a percent) | 1.00% | ||
Applicable margin over reference rate (as a percent) | 4.50% | ||
Term Loan | Base rate | First Lien Credit Facility | |||
Long-term Debt | |||
Applicable margin over reference rate (as a percent) | 3.50% | ||
Revolving Credit Facility | First Lien Credit Facility | |||
Long-term Debt | |||
Maximum borrowing capacity | $ 40,000 | ||
Fronting fee for letters of credit (as a percent) | 0.125% | 0.125% | |
Amount drawn to trigger net leverage requirement (as a percent) | 50.00% | ||
Letters of credit outstanding | $ 100 | ||
Amount outstanding | $ 0 | ||
Revolving Credit Facility | First Lien Credit Facility | Minimum | |||
Long-term Debt | |||
Unused commitment fee (as a percent) | 0.375% | ||
Revolving Credit Facility | First Lien Credit Facility | Maximum | |||
Long-term Debt | |||
Unused commitment fee (as a percent) | 0.50% |
Long-Term Debt and Credit Fac39
Long-Term Debt and Credit Facility - Sellers Note (Details) - Sellers Note - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Long-term Debt | ||
Promissory note | $ 9,000 | |
Interest rate (as a percent) | 5.00% | 5.00% |
Long-Term Debt and Credit Fac40
Long-Term Debt and Credit Facility - Letters of Credit (Details) - First Lien Credit Facility $ in Thousands | Aug. 17, 2015USD ($) | Mar. 31, 2016USD ($)item |
Term Loan | ||
Long-term Debt | ||
Maximum borrowing capacity | $ 435,000 | |
Revolving Credit Facility | ||
Long-term Debt | ||
Number of outstanding letters of credit | item | 2 | |
Number of real property lease agreements secured by letters of credit | item | 2 | |
Letters of credit outstanding | $ 100 | |
Remaining borrowing capacity | $ 39,900 | |
Fee on outstanding letters of credit (as a percent) | 4.50% | |
Fronting fee for letters of credit (as a percent) | 0.125% | 0.125% |
Maximum borrowing capacity | $ 40,000 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 2,814 | $ 3,958 |
Income before income taxes | ||
Income before income taxes | $ 8,528 | $ 9,918 |
Effective income tax rate (as a percent) | 33.00% | 39.90% |
Series A Preferred Stock - Liqu
Series A Preferred Stock - Liquidation Preference and Share Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2016 | |
Temporary Equity [Line Items] | ||
Preferred shares, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Preferred shares, par value (in dollars per share) | $ 0.001 | 0.001 |
Preferred shares, initial liquidation preference per share | $ 1,000 | |
Temporary Equity liquidation preference dividend, percent | 20.00% |
Series A Preferred Stock - Addi
Series A Preferred Stock - Additional Share Activity (Details) - Series A Preferred Stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Temporary Equity [Line Items] | |||
Shares redeemed | 93 | ||
Total redemption value | $ 370 | ||
Shares outstanding | 0 | 0 | |
Dividends accrued | $ 12,611 | ||
Minimum | |||
Temporary Equity [Line Items] | |||
Redemption Price (per share) | $ 3,950.33 | ||
Maximum | |||
Temporary Equity [Line Items] | |||
Redemption Price (per share) | $ 4,017.43 |
Stockholders_ Equity - Common S
Stockholders’ Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 24, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||
Common shares, outstanding shares (in shares) | 56,542,116 | 56,542,116 | ||
Common shares, authorized shares (in shares) | 100,000,000 | 100,000,000 | ||
Common shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Cash dividends declared per common share | $ 0.045 | $ 0.045 | ||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Total redemption value | $ 370 | |||
Shares redeemed | 93 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued (in shares) | 0 | 0 | ||
Shares redeemed | 0 | 86,768 | ||
Common Stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Common stock redemption value per share | $ 0.32 | |||
Common Stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Common stock redemption value per share | $ 0.91 | |||
Accrued expenses | ||||
Class of Stock [Line Items] | ||||
Accrued dividend | $ 2,544 |
Stockholders_ Equity - Stock Sp
Stockholders’ Equity - Stock Split and Employee Notes Receivable (Details) | Sep. 03, 2015 | Mar. 31, 2016shares | Dec. 31, 2015shares |
Class of Stock [Line Items] | |||
Common shares, authorized shares (in shares) | 100,000,000 | 100,000,000 | |
Common Stock | |||
Class of Stock [Line Items] | |||
Stock split | 22 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net income from continuing operations | $ 5,714 | $ 5,960 |
Preferred stock dividends | (12,611) | |
Income (loss) from continuing operations attributable to common stockholders | 5,714 | (6,651) |
Income (loss) income from a discontinued operation, net of taxes | 281 | |
Income (loss) attributable to common stockholders | $ 5,714 | $ (6,370) |
Denominator: | ||
Basic EPS - weighted average common shares outstanding | 56,542,116 | 41,298,532 |
Dilutive EPS - weighted average common shares outstanding | 56,836,082 | 41,298,532 |
Basic EPS: | ||
Earnings (loss) from continuing operations | $ 0.10 | $ (0.16) |
Earnings from a discontinued operation, net of taxes | 0.01 | |
Earnings (loss) per share | 0.10 | (0.15) |
Diluted earnings (loss) per share: | ||
Earnings (loss) from continuing operations | 0.10 | (0.16) |
Earnings from a discontinued operation, net of taxes | 0.01 | |
Earnings (loss) per share | 0.10 | (0.15) |
Basic and Diluted EPS: | ||
Loss from continuing operations | 0.10 | (0.16) |
Loss from a discontinued operation, net of taxes | 0.01 | |
Total basic and diluted loss per share | 0.10 | $ (0.15) |
Potentially dilutive effect of outstanding stock options | ||
Potential dilutive effect of stock options included (in shares) | 528,000 | |
Denominator: | ||
Earnings (loss) from continuing operations | 0.10 | $ (0.16) |
Earnings from a discontinued operation, net of taxes | 0.01 | |
Net income (loss) | $ 0.10 | $ (0.15) |
Commitments and Contingencies -
Commitments and Contingencies - Rental Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases, rent expense | $ 815 | $ 933 |
Commitments and Contingencies48
Commitments and Contingencies - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Asset retirement obligation accretion expense | $ 8 | $ 2 | |
Other Long Term Liabilities | |||
Loss Contingencies [Line Items] | |||
Asset retirement obligation | $ 614 | $ 613 |
Commitments and Contingencies49
Commitments and Contingencies - Contingencies (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Gemalto Suit | Pending Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency Accrual | $ 0 | $ 0 |
Stock-Based Compensation - Omni
Stock-Based Compensation - Omnibus Plan (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Oct. 09, 2015 | |
Number of shares | ||||
Balance at beginning of year (in shares) | 462,000 | |||
Balance at end of year (in shares) | 462,000 | 462,000 | ||
Weighted-Average Exercise Price | ||||
Balance at beginning of year (in dollars per share) | $ 0.0003 | |||
Balance at end of year (in dollars per share) | $ 0.0003 | $ 0.0003 | ||
Weighted- Average Remaining Contractual Term (in Years) | ||||
Balance (in years) | 5 years 3 months 26 days | 5 years 6 months 26 days | ||
Number of unvested options scheduled to vest | ||||
Unvested options (in shares) | 40,333 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted (in shares) | 0 | |||
Number of shares | ||||
Granted (in shares) | 0 | |||
Omnibus Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 4,000,000 | |||
Number of shares available for grant | 2,571,638 | |||
Stock options granted (in shares) | 400,000 | |||
Exercise price of options granted (in dollars per share) | $ 10 | |||
Stock option life (in years) | 10 years | |||
Valuation Assumptions: | ||||
Volatility | 35.20% | |||
Risk-free interest rate | 1.51% | |||
Dividend yield | 2.28% | |||
Expected term in years | 6 years 7 months 2 days | |||
Number of shares | ||||
Balance at beginning of year (in shares) | 795,450 | |||
Granted (in shares) | 400,000 | |||
Balance at end of year (in shares) | 1,195,450 | 795,450 | ||
Weighted-Average Exercise Price | ||||
Balance at beginning of year (in dollars per share) | $ 10 | |||
Granted (in dollars per share) | 10 | |||
Balance at end of year (in dollars per share) | $ 10 | $ 10 | ||
Weighted- Average Remaining Contractual Term (in Years) | ||||
Granted (in years) | 9 years 11 months 5 days | |||
Balance (in years) | 9 years 8 months 1 day | 9 years 9 months 18 days | ||
Number of unvested options scheduled to vest | ||||
Unvested options (in shares) | 1,195,450 | |||
Awards Vesting on October 9, 2017 | ||||
Number of unvested options scheduled to vest | ||||
Unvested options (in shares) | 40,333 | |||
Awards Vesting on October 9, 2017 | Omnibus Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting percent | 33.40% | |||
Awards Vesting on October 9, 2018 | Omnibus Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting percent | 33.30% | |||
Awards Vesting on October 9, 2019 | Omnibus Plan | Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting percent | 33.30% | |||
2017 | Omnibus Plan | Stock Options | ||||
Number of unvested options scheduled to vest | ||||
Unvested options (in shares) | 399,280 | |||
2018 | Omnibus Plan | Stock Options | ||||
Number of unvested options scheduled to vest | ||||
Unvested options (in shares) | 398,085 | |||
2019 | Omnibus Plan | Stock Options | ||||
Number of unvested options scheduled to vest | ||||
Unvested options (in shares) | 398,085 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Omnibus Plan - Restricted stock units $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Number of Restricted Stock Units | |
Granted (in shares) | shares | 232,912 |
Restricted stock units outstanding at the end of the period (in shares) | shares | 232,912 |
Weighted Average Grant Date Fair Value | |
Granted (in dollars per share) | $ / shares | $ 7.91 |
Restricted stock units outstanding at the end of the period (in dollars per shares) | $ / shares | $ 7.91 |
Vesting period | 1 year |
Compensation expense | $ | $ 422 |
Unrecognized compensation expense | $ | $ 4,405 |
Period over which compensation expense expected to recognize | 2 years 1 month 6 days |
Stock-Based Compensation - Opti
Stock-Based Compensation - Option Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Number of shares | |||
Balance at beginning of year (in shares) | 462,000 | ||
Balance at end of year (in shares) | 462,000 | 462,000 | |
Exercisable (in shares) | 421,667 | ||
Weighted-Average Exercise Price | |||
Balance at beginning of year (in dollars per share) | $ 0.0003 | ||
Balance at end of year (in dollars per share) | 0.0003 | $ 0.0003 | |
Exercisable at end of year (in dollars per share) | $ 0.0004 | ||
Weighted- Average Remaining Contractual Term (in Years) | |||
Weighted-Average Remaining Contractual Term (in years) | 5 years 3 months 26 days | 5 years 6 months 26 days | |
Exercisable | 5 years 1 month 21 days | ||
Number of unvested options scheduled to vest | |||
Unvested options (in shares) | 40,333 | ||
Stock Options | |||
Number of shares | |||
Granted (in shares) | 0 | ||
Stock Options | Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option life (in years) | 10 years | ||
Weighted- Average Remaining Contractual Term (in Years) | |||
Aggregate intrinsic value of stock option awards outstanding | $ 3,807 | ||
Aggregate intrinsic value of stock option awards exercisable | $ 3,475 |
Stock-Based Compensation - Re53
Stock-Based Compensation - Restricted Shares (Details) - Restricted shares - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Jun. 30, 2015 | Mar. 31, 2016 | |
Number of Restricted Stock Units | ||
Granted (in shares) | 191,664 | |
Restricted stock units outstanding at the end of the period (in shares) | 191,664 | |
Weighted Average Grant Date Fair Value | ||
Granted (in dollars per share) | $ 9.48 | |
Compensation expense | $ 323 | |
Unrecognized compensation expense | $ 848 | |
Period over which compensation expense expected to recognize | 11 months 27 days | |
Minimum | ||
Weighted Average Grant Date Fair Value | ||
Vesting period | 1 year | |
Maximum | ||
Weighted Average Grant Date Fair Value | ||
Vesting period | 3 years |
Stock-Based Compensation - Phan
Stock-Based Compensation - Phantom Stock Plan (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Phantom Stock Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation expense | $ 606 |
Segment Reporting - Revenue and
Segment Reporting - Revenue and EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting | ||
Revenues | $ 86,393 | $ 77,310 |
EBITDA | 17,674 | 15,868 |
U.S. Debit and Credit | ||
Segment Reporting | ||
EBITDA | 18,922 | 12,581 |
U.S. Prepaid Debit | ||
Segment Reporting | ||
EBITDA | 3,267 | 5,984 |
U.K. Limited | ||
Segment Reporting | ||
EBITDA | 219 | 183 |
Other | ||
Segment Reporting | ||
EBITDA | (4,734) | (2,880) |
Operating Segments | U.S. Debit and Credit | ||
Segment Reporting | ||
Revenues | 65,091 | 50,051 |
Operating Segments | U.S. Prepaid Debit | ||
Segment Reporting | ||
Revenues | 12,341 | 17,431 |
Operating Segments | U.K. Limited | ||
Segment Reporting | ||
Revenues | 6,232 | 6,239 |
Operating Segments | Other | ||
Segment Reporting | ||
Revenues | 3,142 | 4,103 |
Intersegment eliminations | ||
Segment Reporting | ||
Revenues | $ (413) | $ (514) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of EBITDA to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of total segment EBITDA to income before taxes | ||
Total segment EBITDA from continuing operations | $ 17,674 | $ 15,868 |
Interest, net | (5,033) | (1,889) |
Provision for income taxes | (2,814) | (3,958) |
Depreciation and amortization | (4,113) | (4,061) |
Net income from continuing operations | $ 5,714 | $ 5,960 |
Segment Reporting - Balance She
Segment Reporting - Balance Sheet Data (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 279,957 | $ 280,353 |
Operating Segments | U.S. Debit and Credit | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 226,815 | 221,274 |
Operating Segments | U.S. Prepaid Debit | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 20,816 | 20,960 |
Operating Segments | U.K. Limited | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 23,924 | 25,897 |
Operating Segments | Other | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 8,402 | $ 12,222 |
Segment Reporting - Geographic
Segment Reporting - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Total plant, equipment and leasehold improvement additions | $ 3,140 | $ 4,451 | |
Revenues | 86,393 | 77,310 | |
Total long-lived assets | 178,815 | $ 179,224 | |
Total North America | |||
Segment Reporting Information [Line Items] | |||
Total plant, equipment and leasehold improvement additions | 2,516 | 4,358 | |
Revenues | 78,435 | 68,988 | |
Total long-lived assets | 166,179 | 166,631 | |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Total plant, equipment and leasehold improvement additions | 2,402 | 4,174 | |
Revenues | 74,436 | 67,835 | |
Total long-lived assets | 163,736 | 164,377 | |
Canada | |||
Segment Reporting Information [Line Items] | |||
Total plant, equipment and leasehold improvement additions | 114 | 184 | |
Revenues | 3,999 | 1,153 | |
Total long-lived assets | 2,443 | 2,254 | |
U.K. | |||
Segment Reporting Information [Line Items] | |||
Total plant, equipment and leasehold improvement additions | 624 | 93 | |
Revenues | 6,605 | 6,205 | |
Total long-lived assets | 12,636 | $ 12,593 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,353 | $ 2,117 |
Segment Reporting - Net Sales b
Segment Reporting - Net Sales by Product and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting | ||
Product net sales | $ 54,958 | $ 45,014 |
Services net sales | 31,435 | 32,296 |
Total net sales | $ 86,393 | $ 77,310 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions | May. 11, 2016 | Feb. 24, 2016 | Mar. 31, 2016 |
Subsequent Event [Line Items] | |||
Cash dividends declared per common share | $ 0.045 | $ 0.045 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Cash dividends declared per common share | $ 0.045 | ||
Maximum value of shares authorized for repurchase under repurchase plan | $ 20 | ||
Maximum number of shares authorized for repurchase under repurchase program | 2,827,105 | ||
Term of repurchase program (in months) | 12 months |