Press release

CPI Card Group Inc. Reports First Quarter 2019 Results

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CPI Card Group Inc. (Nasdaq: PMTS; TSX: PMTS.TO) (“CPI Card Group” or
the “Company”) today reported financial results for the first quarter
ended March 31, 2019.

“Our first quarter results reflect solid execution against our strategic
priorities as we continue to focus on strengthening the business and
achieving our vision,” said Scott Scheirman, President and Chief
Executive Officer of CPI. “During the quarter, we delivered 22%
year-over-year net sales growth, improved our net loss by 45% and grew
adjusted EBITDA 101%, as a result of strong performance across all of
our business units. We continued to make investments in the business to
enhance our ability to be responsive to our customers’ needs and market
opportunities. This strong start to 2019 is encouraging and underscores
our commitment to being the partner of choice for our customers by
providing market-leading quality products and customer service with a
market-competitive business model.”

Financial results for all comparative 2018 periods, including
non-GAAP measures, discussed in this press release reflect continuing
operations unless otherwise noted. The sale of CPI U.K., which had
historically been reported as the U.K. Limited segment, has been
accounted for as discontinued operations, and comparative financial
information has been restated in accordance with U.S. GAAP (“GAAP”)

First Quarter 2019 Consolidated Financial Highlights from Continuing

Net sales were $66.9 million in the first quarter of 2019, an increase
of 21.9% from the first quarter of 2018. First quarter 2019 income from
operations was $3.6 million, compared with a loss from operations of
$2.4 million in the first quarter of 2018. First quarter 2019 net loss
was $3.1 million, or $0.28 per diluted share, compared with a net loss
of $5.7 million, or $0.51 per diluted share, in the first quarter of

Adjusted EBITDA for the first quarter of 2019 was $8.0 million, up 101%
from the prior year first quarter. These year-over-year improvements are
primarily the result of net sales growth and favorable mix towards
higher-margin products and services.

First Quarter Segment Information from Continuing Operations

U.S. Debit and Credit:

Net sales increased 31.7% year-over-year to $48.9 million in the first
quarter of 2019, driven by increased volumes from EMV® financial payment
card manufacturing, including dual-interface EMV® cards, as well as card
personalization and fulfillment. Card@Once® year-over-year growth was
also a contributor to U.S. Debit and Credit net sales growth in the
first quarter.

U.S. Prepaid Debit:

Net sales increased 7.9% to $16.7 million in the first quarter of 2019
compared with the first quarter of 2018, driven by additional sales
volumes from our existing customer base, including timing of certain
customer sales.

Balance Sheet, Liquidity, and Cash Flow from Continuing Operations

As expected, and consistent with historical cash flow patterns due to
the nature of the business, the Company’s operations generated a use of
cash during the first quarter. For the first quarter of 2019, cash used
in operating activities was $10.2 million, resulting primarily from
changes in working capital related to initiatives to support the growth
of the business. First quarter 2019 capital expenditures totaled $2.1
million, and free cash flow was a negative $12.3 million.

As of March 31, 2019, cash and cash equivalents totaled $7.9 million.
The Company’s revolving credit facility, which matures in August 2020,
had no borrowings outstanding and available borrowings of $20.0 million
as of March 31, 2019.

Total debt principal outstanding, comprised of the Company’s First Lien
Term Loan, was $312.5 million at March 31, 2019, unchanged from December
31, 2018. Net of debt issuance costs and discount, total debt was $306.3
million as of March 31, 2019. The Company’s First Lien Term Loan matures
in August 2022.

John Lowe, Chief Financial Officer, stated, “We continue to execute on
our plan to strengthen the business. Our solid start to 2019 was
punctuated by strong year-over-year growth in net sales, adjusted EBITDA
and adjusted EBITDA margins, as our success in growing the top line
yielded greater operating leverage. We believe we have adequate cash and
liquidity to support our business plan.”

EMV® is a registered trademark or trademark of EMVCo LLC in the
United States and other countries.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S.
generally accepted accounting principles (GAAP), we have provided the
following non-GAAP financial measures in this release, all reported on a
continuing operations basis: EBITDA, Adjusted EBITDA, and Free Cash
Flow. These non-GAAP financial measures are utilized by management in
comparing our operating performance on a consistent basis between fiscal
periods. We believe that these financial measures are appropriate to
enhance an overall understanding of our underlying operating performance
trends compared to historical and prospective periods and our peers.
Management also believes that these measures are useful to investors in
their analysis of our results of operations and provide improved
comparability between fiscal periods. Non-GAAP financial measures should
not be considered in isolation from, or as a substitute for, financial
information calculated in accordance with GAAP. Our non-GAAP measures
may be different from similarly titled measures of other companies.
Investors are encouraged to review the reconciliation of these
historical non-GAAP measures to their most directly comparable GAAP
financial measures included in Exhibit E to this press release.


EBITDA represents earnings before interest, taxes, depreciation and
amortization, all on a continuing operations basis. EBITDA is presented
because it is an important supplemental measure of performance, and it
is frequently used by analysts, investors and other interested parties
in the evaluation of companies in our industry. EBITDA is also presented
and compared by analysts and investors in evaluating our ability to meet
debt service obligations. Other companies in our industry may calculate
EBITDA differently. EBITDA is not a measurement of financial performance
under GAAP and should not be considered as an alternative to cash flow
from operating activities or as a measure of liquidity or an alternative
to net (loss) income or net (loss) income from continuing operations as
indicators of operating performance or any other measures of performance
derived in accordance with GAAP. Because EBITDA is calculated before
recurring cash charges, including interest expense and taxes, and is not
adjusted for capital expenditures or other recurring cash requirements
of the business, it should not be considered as a measure of
discretionary cash available to invest in the growth of the business.

Adjusted EBITDA

Adjusted EBITDA is presented on a continuing operations basis and is
defined as EBITDA adjusted for impairments, litigation and related
charges incurred in connection with certain patent and shareholder
litigation; stock-based compensation expense; restructuring and other
charges; foreign currency gain or loss; and other items that are unusual
in nature, infrequently occurring or not considered part of our core
operations, as set forth in the reconciliation on Exhibit E. Adjusted
EBITDA is also a defined term in our existing credit agreement, which
generally conforms to the definition above, and impacts certain credit
measures and compliance targets within the credit agreement. Adjusted
EBITDA is intended to show our unleveraged, pre-tax operating results
and therefore reflects our financial performance based on operational
factors, excluding non-operational, non-cash or non-recurring losses or
gains. Adjusted EBITDA has important limitations as an analytical tool,
and you should not consider it in isolation, or as a substitute for,
analysis of our results as reported under GAAP. For example, Adjusted
EBITDA does not reflect: (a) our capital expenditures, future
requirements for capital expenditures or contractual commitments; (b)
changes in, or cash requirements for, our working capital needs; (c) the
significant interest expenses or the cash requirements necessary to
service interest or principal payments on our debt; (d) tax payments
that represent a reduction in cash available to us; (e) any cash
requirements for the assets being depreciated and amortized that may
have to be replaced in the future; (f) the impact of earnings or charges
resulting from matters that we and the lenders under our credit
agreement may not consider indicative of our ongoing operations; or (g)
the impact of any discontinued operations. In particular, our definition
of Adjusted EBITDA allows us to add back certain non-cash, non-operating
or non-recurring charges that are deducted in calculating net (loss)
income, even though these are expenses that may recur, vary greatly and
are difficult to predict and can represent the effect of long-term
strategies as opposed to short-term results.

In addition, certain of these expenses can represent the reduction of
cash that could be used for other purposes. Further, although not
included in the calculation of Adjusted EBITDA, the measure may at times
allow us to add estimated cost savings and operating synergies related
to operational changes ranging from acquisitions to dispositions to
restructurings and/or exclude one-time transition expenditures that we
anticipate we will need to incur to realize cost savings before such
savings have occurred. Further, management and various investors use the
ratio of total debt less cash to Adjusted EBITDA, or “net debt
leverage”, as a measure of our financial strength and ability to incur
incremental indebtedness when making key investment decisions and
evaluating us against peers. The metric “total debt less cash” includes
borrowed long term debt, letters of credit, and capital lease
obligations, less cash. Adjusted EBITDA margin percentage as shown in
Exhibit E is computed as Adjusted EBITDA divided by total net sales.

Free Cash Flow

We define Free Cash Flow as cash flow from continuing operations less
capital expenditures from continuing operations. We use this metric in
analyzing our ability to service and repay our debt. However, this
measure does not represent funds available for investment or other
discretionary uses since it does not deduct cash used to service our
debt, nor does it reflect the cash impacts of our discontinued

About CPI Card Group Inc.

CPI Card Group is a leading provider in payment card production and
related services, offering a single source for credit, debit and prepaid
debit cards including EMV® chip and dual interface, personalization,
instant issuance, fulfillment and digital payment services. CPI has more
than 20 years of experience in the payments market and is a trusted
partner to financial institutions. Our solid reputation of product
consistency, quality and outstanding customer service supports our
position as a leader in the market. Serving our customers from locations
throughout the United States, we have a large network of high security
facilities, each of which is certified by one or more of the payment
brands: Visa, Mastercard®, American Express and Discover®. Learn more at

Conference Call and Webcast

CPI Card Group Inc. will hold a conference call on May 9, 2019 at 9:00
a.m. ET to review its first quarter 2019 results. To participate in the
Company’s conference call via telephone or online:

Participant Toll-Free Dial-In Number: (800) 860-2442
International Dial-In Number: (412) 858-4600
Webcast Link:

Participants are advised to login for the live webcast 10 minutes prior
to the scheduled start time.

A replay of the conference call and webcast will be available until May
22, 2019 at:

Replay: (877) 344-7529 or (412) 317-0088;
Conference ID: 10129853

Forward-Looking Statements

Certain statements and information in this earnings release may
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”). The
words “believe,” “estimate,” “project,” “expect,” “anticipate,” “plan,”
“intend,” “foresee,” “should,” “would,” “could” 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 that
could cause actual results to differ materially from those contemplated.
These risks and uncertainties include, but are not limited to: our
substantial indebtedness, including inability to make debt service
payments or refinance such indebtedness; the restrictive terms of our
credit facility 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 and
possible exposure to litigation and/or regulatory penalties under
applicable data privacy and other laws for failure to prevent such
incidents; interruptions in our operations, including our information
technology systems, or in the operations of the third parties that
operate the data centers or computing infrastructure on which we rely;
our failure to maintain our listing on the NASDAQ Capital Market; 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 and process; 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; developing technologies that
make our existing technology solutions and products less relevant or a
failure to introduce new products and services in a timely
manner; quarterly variation in our operating results; infringement of
our intellectual property rights, or claims that our technology is
infringing on third-party intellectual property; our inability to
realize the full value of our long-lived assets; our failure to operate
our business in accordance with the 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 goods imported into the United States; our dependence on licensing
arrangements; non-compliance with, and changes in, laws in the United
States and in foreign jurisdictions in which we operate and sell our
products; risks associated with the controlling stockholders’ ownership
of our stock; and other risks that are described in Part I, Item 1A – Risk
 in our Annual Report on Form 10-K for the year ended
December 31, 2018 filed with the SEC on March 6, 2019 and our other
reports filed from time to time with the Securities and Exchange
Commission (the “SEC”).

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

For more information:

CPI encourages investors to use its investor relations website as a way
of easily finding information about the company. CPI promptly makes
available on this website, free of charge, the reports that the company
files or furnishes with the SEC, corporate governance information and
press releases. CPI uses its investor relations site (
as a means of disclosing material information and for complying with its
disclosure obligations under Regulation FD.

CPI Card Group Inc. Earnings Release Supplemental
Financial Information

Exhibit A         Condensed Consolidated Statements of Operations and Comprehensive
Loss – Unaudited for the three months ended March 31, 2019 and 2018
Exhibit B Condensed Consolidated Balance Sheets – Unaudited as of March 31,
2019 and December 31, 2018
Exhibit C Condensed Consolidated Statements of Cash Flows – Unaudited for the
three months ended March 31, 2019 and 2018
Exhibit D Segment Summary Information – Unaudited for the three months ended
March 31, 2019 and 2018
Exhibit E Supplemental GAAP to Non-GAAP Reconciliations – Unaudited for the
three months ended March 31, 2019 and 2018
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive
(Amounts in Thousands, Except Share and Per Share Amounts)
    Three Months Ended March 31,
2019     2018
Net sales:
Products $ 32,757 $ 24,744
Services   34,109     30,113  
Total net sales   66,866     54,857  
Cost of sales:
Products (exclusive of depreciation and amortization shown below) 21,489 16,318
Services (exclusive of depreciation and amortization shown below) 21,166 20,663
Depreciation and amortization   2,690     3,448  
Total cost of sales   45,345     40,429  
Gross profit 21,521 14,428
Operating expenses:
Selling, general and administrative (exclusive of depreciation and
amortization shown below)
16,418 15,329
Depreciation and amortization   1,533     1,462  

Total operating expenses

  17,951     16,791  
Income from operations 3,570 (2,363 )
Other expense, net:
Interest, net (6,324 ) (5,506 )
Foreign currency gain 41 202
Other income, net   19     4  
Total other expense, net   (6,264 )   (5,300 )
Loss from continuing operations before income taxes (2,694 ) (7,663 )
Income tax (expense) benefit   (403 )   1,985  
Net loss from continuing operations (3,097 ) (5,678 )
Net income (loss) from discontinued operation, net of tax   42     (1,613 )
Net loss $ (3,055 ) $ (7,291 )
Basic and diluted loss per share:
Continuing operations $ (0.28 ) $ (0.51 )
Discontinued operation   0.01     (0.14 )
Net loss per share $ (0.27 ) $ (0.65 )
Basic and Diluted Weighted-average shares outstanding: 11,160,473 11,134,714
Comprehensive loss:
Net loss $ (3,055 ) $ (7,291 )
Currency translation adjustment   31     309  
Total comprehensive loss $ (3,024 ) $ (6,982 )
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Amounts in Thousands, Except Share and Per Share Amounts)
        March 31,     December 31,
2019 2018
Current assets:
Cash and cash equivalents $ 7,882 $ 20,291
Accounts receivable, net of allowances of $201 and $211, respectively 45,240 43,794
Inventories 14,232 9,827
Prepaid expenses and other current assets 4,874 4,997
Income taxes receivable   5,450     5,564  
Total current assets 77,678 84,473
Plant, equipment and leasehold improvements, net 45,640 39,110
Intangible assets, net 34,273 35,437
Goodwill 47,150 47,150
Other assets   843     1,034  
Total assets $ 205,584   $ 207,204  
Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable $ 17,081 $ 16,511
Accrued expenses 18,870 23,853
Deferred revenue and customer deposits   363     912  

Total current liabilities

36,314 41,276
Long-term debt 306,307 305,818
Deferred income taxes 5,999 5,749
Other long-term liabilities   9,432     3,937  
Total liabilities   358,052     356,780  
Commitments and contingencies
Stockholders’ deficit:
Common stock; $0.001 par value—100,000,000 shares authorized;
11,160,537 and 11,160,377 shares issued and outstanding as of March
31, 2019 and December 31, 2018, respectively
11 11
Capital deficiency (112,091 ) (112,223 )
Accumulated loss (39,059 ) (36,004 )
Accumulated other comprehensive loss   (1,329 )   (1,360 )
Total stockholders’ deficit   (152,468 )   (149,576 )
Total liabilities and stockholders’ deficit $ 205,584   $ 207,204  
CPI Card Group Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Amounts in Thousands)
    Three Months Ended March 31,
2019     2018
Operating activities
Net loss $ (3,055 ) $ (7,291 )
Adjustments to reconcile net loss to net cash used in operating
Loss (income) from discontinued operation (42 ) 1,613
Depreciation and amortization expense 4,223 4,910
Stock-based compensation expense 147 395
Amortization of debt issuance costs and debt discount 489 486
Deferred income taxes 250 (1,738 )
Other, net (45 ) (196 )
Changes in operating assets and liabilities:
Accounts receivable (1,420 ) (59 )
Inventories (4,382 ) 891
Prepaid expenses and other assets 309 (164 )
Income taxes 114 310
Accounts payable 403 (871 )
Accrued expenses (6,716 ) 670
Deferred revenue and customer deposits (551 ) (209 )
Other liabilities   80     (322 )
Cash used in operating activities – continuing operations   (10,196 )   (1,575 )
Cash provided by (used in) operating activities – discontinued
  42     (210 )
Investing activities
Acquisitions of plant, equipment and leasehold improvements   (2,146 )   (690 )
Cash used in investing activities – continuing operations   (2,146 )   (690 )
Cash used in investing activities – discontinued operation       (471 )
Financing activities
Proceeds from revolving credit facility 5,000
Payments on revolving credit facility (5,000 )
Payments on capital lease obligations   (143 )   (129 )
Cash used in financing activities (143 ) (129 )
Effect of exchange rates on cash   34     66  
Net decrease in cash and cash equivalents (12,409 ) (3,009 )
Cash and cash equivalents, beginning of period   20,291     23,205  
Cash and cash equivalents, end of period $ 7,882   $ 20,196  
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $ 5,736   $ 4,760  
Income taxes, net (refunds) payments $ (41 ) $ (88 )
Capital lease obligations incurred for certain machinery and
equipment leases
$   $ 821  
Accounts payable for acquisitions of plant, equipment and leasehold
$ 1,238   $ 370  
CPI Card Group Inc. and Subsidiaries
Segment Summary Information
For the Three Months Ended March 31, 2019 and March 31, 2018
(Dollars in Thousands)
Net Sales    
Three Months Ended March 31,
2019     2018    

$ Change

    % Change
Net sales by segment:

U.S. Debit and Credit

$ 48,929 $ 37,148 $ 11,781 31.7 %
U.S. Prepaid Debit 16,744 15,512 1,232 7.9 %
Other 1,679 2,699 (1,020 )



Eliminations   (486 )   (502 )   16   * %
Total $ 66,866   $ 54,857   $ 12,009   21.9 %

* Calculation not meaningful

Gross Profit    
Three Months Ended March 31,
2019     % of Net
    2018   % of Net

$ Change

    % Change
Gross profit by segment:

U.S. Debit and Credit

$ 15,272 31.2 % $ 8,483 22.8 % $ 6,789 80.0 %
U.S. Prepaid Debit 6,346 37.9 % 5,368 34.6 % 978 18.2 %
Other   (97 )



  577 21.4 %   (674 ) * %
Total $ 21,521   32.2 % $ 14,428 26.3 % $ 7,093   49.2 %

* Calculation not meaningful

Income from Operations    
Three Months Ended March 31,
2019     % of Net
    2018     % of Net

$ Change

    % Change
Income (loss) from operations by segment:

U.S. Debit and Credit

$ 7,776 15.9 % $ 2,522 6.8 % $ 5,254 208.3 %
U.S. Prepaid Debit 5,316 31.7 % 4,325 27.9 % 991 22.9 %
Other   (9,522 ) * %   (9,210 ) * %   (312 ) 3.4 %
Total $ 3,570   5.3 % $ (2,363 )



$ 5,933   * %

* Calculation not meaningful



    Three Months Ended March 31,
2019     % of Net
    2018     % of Net
    $ Change     % Change
EBITDA by segment:

U.S. Debit and Credit

$ 10,380 21.2 % $ 5,718 15.4 % $ 4,662 81.5%
U.S. Prepaid Debit 5,779 34.5 % 4,819 31.1 % 960 19.9%
Other   (8,306) * %   (7,784) * %   (522) 6.7%
Total $ 7,853 11.7 % $ 2,753 5.0 % $ 5,100 185.3%
Reconciliation of Income (loss) from    
Operations by Segment to EBITDA by Segment
Three Months Ended March 31, 2019

U.S. Debit and


U.S. Prepaid

    Other     Total
EBITDA by segment:
Income (loss) from operations $ 7,776 $ 5,316 $ (9,522 ) $ 3,570
Depreciation and amortization 2,605 463 1,155 4,223
Other expenses (income)   (1 )     61     60  
EBITDA $ 10,380   $ 5,779 $ (8,306 ) $ 7,853  
Three Months Ended March 31, 2018

U.S. Debit and

U.S. Prepaid

Other Total
EBITDA by segment:
Income (loss) from operations $ 2,522 $ 4,325 $ (9,210 ) $ (2,363 )
Depreciation and amortization 3,204 494 1,212 4,910
Other expenses (income)   (8 )     214     206  
EBITDA $ 5,718   $ 4,819 $ (7,784 ) $ 2,753  

Note the tables in this exhibit are presented
on a continuing operations basis.
We completed the sale of the U.K.
Limited segment on August 3, 2018. Because the sale met the criteria to
report the U.K. Limited segment as a discontinued operation, the
financial position, results of operations and cash flows have been
restated for all periods to conform with discontinued operations

CPI Card Group Inc. and Subsidiaries
Supplemental GAAP to Non-GAAP Reconciliation
(Dollars in Thousands)
        Three Months Ended March 31,
2019     2018
EBITDA and Adjusted EBITDA:
Net loss from continuing operations $ (3,097 ) $ (5,678 )
Interest expense, net 6,324 5,506
Income tax expense (benefit) 403 (1,985 )
Depreciation and amortization   4,223     4,910  
EBITDA $ 7,853 $ 2,753
Adjustments to EBITDA:
Stock-based compensation expense 147 395
Litigation and related charges (1) 20 696
Restructuring and other charges (2) 329
Foreign currency (gain)   (41 )   (202 )
Subtotal of adjustments to EBITDA   126     1,218  
Adjusted EBITDA $ 7,979   $ 3,971  
Adjusted EBITDA margin (% of Net Sales) 11.9 % 7.2 %
Adjusted EBITDA growth (% Change 2019 vs. 2018) 100.9 %
Three Months Ended March 31,
2019 2018
Reconciliation of cash (used in) operating activities –
continuing operations (GAAP) to free cash flow:
Cash used in operating activities – continuing operations $ (10,196 ) $ (1,575 )
Acquisitions of plant, equipment and leasehold improvements   (2,146 )   (690 )
Free cash flow – continuing operations $ (12,342 ) $ (2,265 )

Note that tables in this exhibit are presented
on a continuing operations basis.

(1)   Represents net legal costs incurred with certain patent and
shareholder litigation.
(2) Represents primarily employee and lease termination costs incurred
in connection with the decision to consolidate three personalization
operations in the United States to two facilities.