6 unchanged sentences
SPS alleges that the Company incorporates the patented technology into its products that use contactless communication.
−Removed: The Company does not
−Removed: manufacture antennas;
+Added: The Company does not manufacture antennas;
it purchases certain antenna-related components from SPS and a number of other suppliers.
7 unchanged sentences
Such risk factors continue to be relevant to an understanding of our business, financial condition and operating results.
+Added: As of the date of this Quarterly Report on Form 10-Q, there have been the following material changes with respect to such risk factors.
+Added: Our transition to being an accelerated filer and compliance with Section 404 of the Sarbanes-Oxley Act of 2002 will be time consuming and costly, and our inability to maintain effective internal control over financial reporting in the future could result in investors losing confidence in the accuracy and completeness of our financial reports and negatively affect the market price of our common stock.
+Added: As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls.
+Added: Because we will become an accelerated filer effective December 31, 2021, Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires our independent registered public
+Added: accounting firm to attest to the effectiveness of our internal control over financial reporting.
+Added: Our transition to becoming subject to additional requirements of Section 404 of the Sarbanes-Oxley Act will be time-consuming, and there is a risk of noncompliance.
+Added: Further, the costs associated with the compliance with and implementation of procedures under these and future laws and related rules could have a material impact on our results of operations.
+Added: If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated.
+Added: If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if we are unable to assert that our internal controls over financial reporting is effective or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, and the market price of our common stock could be negatively affected.
+Added: In addition, we could become subject to investigations by any stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources, which could have an adverse impact on our business.
+Added: The failure to effectively recruit, retain and develop qualified personnel and implement effective succession processes could adversely affect our success and could have a material adverse effect on our business, financial condition and results of operations.
+Added: Our business functions are complex and require wide-ranging expertise and intellectual capital.
+Added: If we fail to recruit, retain and develop personnel who can provide the needed expertise across the entire spectrum of our intellectual capital needs, then the ability of our business to successfully compete and grow may be adversely affected.
+Added: In addition, the loss of key personnel without adequate succession plans in place may cause a failure to maintain continuity in key business functions.
+Added: The market for qualified personnel is highly competitive, particularly in the states in which our operations are concentrated, and we have experienced labor availability issues in several of our facilities.
+Added: This shortage of labor has resulted, and may continue to result, in increased compensation and recruiting expenses, which could have a material adverse effect on our profitability, particularly if we are unable to pass some or all of such expenses on to our customers.
+Added: We may not succeed in recruiting sufficient personnel to support our production needs or may fail to effectively replace current personnel who depart with qualified or effective successors.
+Added: Personnel shortages have resulted, and may continue to result, in extended production lead times and difficulty in meeting customers’ delivery expectations, which could result in the loss of customers and damage to our reputation and have a material adverse effect on our business, financial condition and results of operations.
Exhibit Description
−Removed: Indenture, dated as of March 15, 2021, by and among CPI CG Inc., as issuer, CPI Card Group Inc., as a guarantor, the subsidiary guarantors party thereto, and U.S.
−Removed: Bank National Association, as trustee and notes collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed March 16, 2021).
−Removed: Form of 8.625% Senior Secured Notes due 2026 (included as Exhibit A to the Indenture included herewith as Exhibit 4.1).
−Removed: Credit Agreement, dated as of March 15, 2021, among CPI Card Group Inc., CPI CG Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed March 16, 2021).
−Removed: Guaranty and Security Agreement, dated as of March 15, 2021, among CPI Card Group Inc.
−Removed: and certain of its subsidiaries from time to time party thereto and Wells Fargo Bank, National Association, as collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed March 16, 2021).
+Added: Amended and Restated CPI Card Group Inc.
+Added: Omnibus Incentive Plan (as amended and restated effective May 27, 2021) (incorporated by reference to the Company’s Current Report on Form 8-K filed May 28, 2021).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document.
−Removed: XBRL Taxonomy Extension Schema Document.
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: XBRL Taxonomy Extension Label Linkbase Document.
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: XBRL Taxonomy Extension Definition Linkbase Document.
+Added: XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CPI CARD GROUP INC.
+Added: August 12, 2021
/s/ John Lowe
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.